<Page>

                                                                     EXHIBIT 4.3

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


                                    INDENTURE

                                     BETWEEN

                          ALLSTATE LIFE GLOBAL FUNDING

                                       AND

                         BANK ONE, NATIONAL ASSOCIATION

                               DATED AS OF -, 2002


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


<Page>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                        PAGE
   <S>                                                                                                   <C>
                                    ARTICLE 1
                                   DEFINITIONS

   SECTION 1.1     CERTAIN TERMS DEFINED..................................................................1
   SECTION 1.2     INTERPRETATION........................................................................10

                                    ARTICLE 2
                                    THE NOTES

   SECTION 2.1     AMOUNT UNLIMITED......................................................................10
   SECTION 2.2     TITLE AND TERMS; NOTE CERTIFICATES....................................................10
   SECTION 2.3     FORMS GENERALLY.......................................................................13
   SECTION 2.4     CURRENCY; DENOMINATIONS...............................................................13
   SECTION 2.5     EXECUTION, AUTHENTICATION, DELIVERY AND DATE..........................................14
   SECTION 2.6     REGISTRATION, TRANSFER AND EXCHANGE...................................................15
   SECTION 2.7     MUTILATED, DESTROYED, LOST OR STOLEN NOTE CERTIFICATES................................17
   SECTION 2.8     INTEREST RECORD DATES.................................................................18
   SECTION 2.9     CANCELLATION..........................................................................18
   SECTION 2.10    GLOBAL SECURITIES.....................................................................19
   SECTION 2.11    WITHHOLDING TAX.......................................................................20
   SECTION 2.12    TAX TREATMENT.........................................................................21

                                    ARTICLE 3
          REDEMPTION, REPAYMENT AND REPURCHASE OF NOTES; SINKING FUNDS

   SECTION 3.1     REDEMPTION OF NOTES...................................................................21
   SECTION 3.2     REPAYMENT AT THE OPTION OF THE HOLDER.................................................25
   SECTION 3.3     REPURCHASE OF NOTES...................................................................26
   SECTION 3.4     SINKING FUNDS.........................................................................26

                                    ARTICLE 4
            PAYMENTS; PAYING AGENTS AND CALCULATION AGENT; COVENANTS

   SECTION 4.1     PAYMENT OF PRINCIPAL AND INTEREST.....................................................26
   SECTION 4.2     OFFICES FOR PAYMENTS, ETC.............................................................29
   SECTION 4.3     PAYMENT DATE NOT A BUSINESS DAY.......................................................29
   SECTION 4.4     APPOINTMENT TO FILL A VACANCY IN OFFICE OF INDENTURE TRUSTEE..........................30
   SECTION 4.5     PAYING AGENTS.........................................................................30
   SECTION 4.6     CALCULATION AGENT.....................................................................33
   SECTION 4.7     CERTIFICATE TO INDENTURE TRUSTEE......................................................36
   SECTION 4.8     NEGATIVE COVENANTS....................................................................36
   SECTION 4.9     ADDITIONAL AMOUNTS....................................................................38
</Table>

                                        i
<Page>

<Table>
   <S>                                                                                                   <C>
                                    ARTICLE 5
        REMEDIES OF THE INDENTURE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

   SECTION 5.1     EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER OF DEFAULT.................40
   SECTION 5.2     COLLECTION OF INDEBTEDNESS BY INDENTURE TRUSTEE; INDENTURE TRUSTEE MAY PROVE DEBT.....43
   SECTION 5.3     APPLICATION OF PROCEEDS...............................................................46
   SECTION 5.4     SUITS FOR ENFORCEMENT.................................................................47
   SECTION 5.5     RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS...................................47
   SECTION 5.6     LIMITATIONS ON SUITS BY HOLDERS.......................................................47
   SECTION 5.7     POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER OF DEFAULT...............48
   SECTION 5.8     CONTROL BY THE HOLDERS................................................................49
   SECTION 5.9     WAIVER OF PAST DEFAULTS...............................................................49

                                    ARTICLE 6
                              THE INDENTURE TRUSTEE

   SECTION 6.1     CERTAIN DUTIES AND RESPONSIBILITIES...................................................50
   SECTION 6.2     CERTAIN RIGHTS OF THE INDENTURE TRUSTEE...............................................51
   SECTION 6.3     NOT RESPONSIBLE FOR RECITALS, VALIDITY OF THE NOTES OR APPLICATION OF THE PROCEEDS....52
   SECTION 6.4     MAY HOLD NOTES; COLLECTIONS, ETC......................................................52
   SECTION 6.5     FUNDS HELD BY INDENTURE TRUSTEE.......................................................53
   SECTION 6.6     COMPENSATION; REIMBURSEMENT; INDEMNIFICATION..........................................53
   SECTION 6.7     CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...............................................54
   SECTION 6.8     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.............................54
   SECTION 6.9     ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE........................................56
   SECTION 6.10    MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF INDENTURE TRUSTEE......57
   SECTION 6.11    LIMITATIONS ON RIGHTS OF INDENTURE TRUSTEE AS CREDITOR................................57

                                    ARTICLE 7
            HOLDERS LIST AND REPORTS BY INDENTURE TRUSTEE AND ISSUER

   SECTION 7.1     ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF HOLDERS....................58
   SECTION 7.2     PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.................................58
   SECTION 7.3     REPORTS BY INDENTURE TRUSTEE..........................................................58
   SECTION 7.4     REPORTS BY ISSUER.....................................................................59

                                    ARTICLE 8
                             CONCERNING EACH HOLDER

   SECTION 8.1     EVIDENCE OF ACTION TAKEN BY A HOLDER..................................................60
   SECTION 8.2     PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF NOTES.............................61
</Table>

                                       ii
<Page>

<Table>
   <S>                                                                                                   <C>
   SECTION 8.3     VOTING RECORD DATE....................................................................61
   SECTION 8.4     PERSONS DEEMED TO BE OWNERS...........................................................61
   SECTION 8.5     NOTES OWNED BY ISSUER DEEMED NOT OUTSTANDING..........................................61
   SECTION 8.6     RIGHT OF REVOCATION OF ACTION TAKEN; BINDING EFFECT OF ACTIONS BY HOLDERS.............62

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

   SECTION 9.1     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS....................................63
   SECTION 9.2     SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.......................................64
   SECTION 9.3     COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL INDENTURE.................65
   SECTION 9.4     DOCUMENTS TO BE GIVEN TO INDENTURE TRUSTEE............................................65
   SECTION 9.5     NOTATION ON NOTE CERTIFICATES IN RESPECT OF SUPPLEMENTAL INDENTURES...................65

                                   ARTICLE 10
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

   SECTION 10.1    ISSUER MAY NOT MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY............................66

                                   ARTICLE 11
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS

   SECTION 11.1    SATISFACTION AND DISCHARGE OF INDENTURE...............................................66
   SECTION 11.2    APPLICATION BY INDENTURE TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF NOTES..............67
   SECTION 11.3    REPAYMENT OF FUNDS HELD BY PAYING AGENT...............................................67
   SECTION 11.4    RETURN OF FUNDS HELD BY INDENTURE TRUSTEE AND PAYING AGENT............................67

                                   ARTICLE 12
                          MEETINGS OF HOLDERS OF NOTES

   SECTION 12.1    PURPOSES FOR WHICH MEETINGS MAY BE CALLED.............................................68
   SECTION 12.2    CALL, NOTICE AND PLACE OF MEETINGS....................................................68
   SECTION 12.3    PERSONS ENTITLED TO VOTE AT MEETINGS..................................................68
   SECTION 12.4    QUORUM; ACTION........................................................................69
   SECTION 12.5    DETERMINATION OF VOTING RIGHTS; CONDUCT OF ADJOURNMENT OF MEETINGS....................70
   SECTION 12.6    COUNTING VOTES AND RECORDING ACTION OF MEETINGS.......................................71

                                   ARTICLE 13
                            MISCELLANEOUS PROVISIONS

   SECTION 13.1    NO RECOURSE...........................................................................71
   SECTION 13.2    PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES AND HOLDERS...................72
   SECTION 13.3    SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE...................................72
</Table>

                                       iii
<Page>

<Table>
   <S>                                                                                                   <C>
   SECTION 13.4    NOTICES AND DEMANDS ON ISSUER, INDENTURE TRUSTEE AND ANY HOLDER.......................72
   SECTION 13.5    ISSUER'S CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE CONTAINED THEREIN.....73
   SECTION 13.6    GOVERNING LAW.........................................................................74
   SECTION 13.7    COUNTERPARTS..........................................................................75
   SECTION 13.8    CONCERNING THE DELAWARE TRUSTEE.......................................................75
   SECTION 13.9    EFFECT OF HEADINGS....................................................................75
   SECTION 13.10   TRUST INDENTURE ACT TO CONTROL........................................................75
   SECTION 13.11   JUDGMENT CURRENCY.....................................................................75

                                   ARTICLE 14
                                SECURITY INTEREST

   SECTION 14.1    SECURITY INTEREST.....................................................................76
   SECTION 14.2    REPRESENTATIONS AND WARRANTIES........................................................77
   SECTION 14.3    FURTHER ASSURANCES; COVENANTS.........................................................78
   SECTION 14.4    GENERAL AUTHORITY.....................................................................79
   SECTION 14.5    REMEDIES UPON EVENT OF DEFAULT........................................................80
   SECTION 14.6    LIMITATION ON DUTIES OF INDENTURE TRUSTEE WITH RESPECT TO COLLATERAL..................81
   SECTION 14.7    CONCERNING THE INDENTURE TRUSTEE......................................................81
   SECTION 14.8    TERMINATION OF SECURITY INTEREST......................................................81
</Table>

EXHIBIT A-1 FORM OF GLOBAL SECURITY
EXHIBIT A-2 FORM OF DEFINITIVE SECURITY

                                       iv
<Page>

                              RECONCILIATION TABLE

<Table>
<Caption>
Trust Indenture Act Section                                                               Indenture Section
<S>                                                                                                 <C>
Section 310(a)(1).......................................................................................6.7
 (a)(2).................................................................................................6.7
 (b)....................................................................................................6.8
Section 311(a).........................................................................................6.12
Section 312(a)..........................................................................................7.1
 (b)....................................................................................................7.2
 (c)....................................................................................................7.2
Section 313(a).......................................................................................7.3(c)
 (b)(2).................................................................................................7.3
 (c)....................................................................................................7.3
 (d)....................................................................................................7.3
Section 314(a)..........................................................................................7.4
 (b)....................................................................................................7.3
 (c)(1).............................................................................................13.5(a)
 (c)(2).............................................................................................13.5(a)
 (e)................................................................................................13.5(b)
 (f)................................................................................................13.5(a)
Section 316(a) (last sentence) .........................................................................8.5
 (a)(1)(A)..............................................................................................5.8
 (a)(1)(B)..............................................................................................5.9
 (b)....................................................................................................5.6
Section 317(a)(1)....................................................................................5.2(c)
 (a)(2)..............................................................................................5.2(c)
 (b).................................................................................................4.5(a)
Section 318(a)........................................................................................13.10
</Table>

    This reconciliation table shall not be deemed to be part of the Indenture
                                for any purpose.

<Page>

          THIS INDENTURE, dated as of -, 2002 between Allstate Life Global
Funding, a statutory trust organized in series under the laws of the State of
Delaware and acting hereunder with respect to each series of the Trust (the
"ISSUER"), and Bank One, National Association, as indenture trustee (the
"INDENTURE TRUSTEE"),

                              W I T N E S S E T H :

          WHEREAS, the Issuer has duly authorized the issue from time to time of
senior secured notes to be issued in one or more series (the "NOTES") up to the
principal amount or amounts as may from time to time be authorized in accordance
with the terms of this Indenture;

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

          NOW, THEREFORE, in consideration of the premises and the purchases of
the Notes by each Holder thereof, the Issuer and the Indenture Trustee mutually
covenant and agree for the equal and proportionate benefit of each Holder from
time to time of the Notes as follows:

                                    ARTICLE 1
                                   DEFINITIONS

          SECTION 1.1   CERTAIN TERMS DEFINED. The following terms shall have
the meanings specified in this Section for all purposes of this Indenture and
the Notes, unless otherwise expressly provided. All other terms used in this
Indenture which are defined in the Trust Indenture Act or which are by reference
therein defined in the Securities Act shall have the meanings (except as herein
otherwise expressly provided or unless the context otherwise clearly requires)
assigned to such terms in the Trust Indenture Act and in the Securities Act as
in force at the date of this Indenture as originally executed.

          "ADDITIONAL AMOUNTS" means any additional amounts which may be
required by any Notes of a series, under circumstances specified in a Note
Certificate or Supplemental Indenture for such series, to be paid by the Issuer
in respect of certain taxes, assessments or other governmental charges imposed
on Holders specified therein and which are owing to such Holders.

          "ADMINISTRATIVE AGREEMENT" means that certain administrative services
agreement dated as of June 24, 2002 by and between the Issuer and the
Administrator, as the same may be amended, modified, restated, supplemental
and/or replaced from time to time.

          "ADMINISTRATOR" means AMACAR Pacific Corp., a Delaware corporation, in
its capacity as the sole administrator of the Issuer generally and with respect
to each series of the Issuer, and its permitted successors and assigns.

          "AFFILIATE" means, as applied to any Person, any other Person directly
or indirectly controlling, controlled by, or under common control with, that
Person and, in the case of an individual, any spouse or other member of that
individual's immediate family. For the purposes of this definition, "control"
(including with correlative meanings, the terms

<Page>

"controlling", "controlled by" and "under common control with"), as applied to
any Person, means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of that Person, whether
through the ownership of voting securities or by contract or otherwise.

          "AGENT" has the meaning ascribed in the relevant Distribution
Agreement.

          "BOOK-ENTRY NOTE" means a Note the registered ownership of which is
represented by a Global Security.

          "BUSINESS DAY" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York;
provided, however, that, with respect to Foreign Currency Notes, the day must
also not be a day on which commercial banks are authorized or required by law,
regulation or executive order to close in the Principal Financial Center of the
country issuing the Specified Currency (or, if the Specified Currency is Euro,
the day must also be a day on which the Target System is open); provided,
further, that, with respect to Notes as to which LIBOR is an applicable Interest
Rate Basis, the day must also be a London Banking Day (as defined below).

          "CALCULATION AGENT" means the Indenture Trustee in its capacity as
calculation agent and its successors, and each other Person specified as
calculation agent with respect to any Notes in an applicable Note Certificate or
Supplemental Indenture.

          "CERTIFICATED NOTE" means a Note represented by a Definitive Security.

          "CLEARING CORPORATION" means, with respect to any series of Notes,
DTC, or any other clearing system specified in each applicable Note Certificate
or Supplemental Indenture and their respective successors and "CLEARING
CORPORATIONS" means all of the foregoing.

          "CODE" means the United States Internal Revenue Code of 1986, as
amended, including any successor statutes and any applicable rules, regulations,
notices or orders promulgated thereunder.

          "COLLATERAL" means, with respect to any series of Notes, (i) each
Funding Agreement from time to time issued by the Funding Agreement Provider and
securing such series of Notes, whether owned at the time of issuance of such
series of Notes or thereafter acquired by the Issuer, including all benefits,
rights, privileges and options thereunder, (ii) any other collateral specified
in the applicable Note Certificate or Supplemental Indenture, (iii) all Proceeds
in respect of each such Funding Agreement, and (iv) all books and records
(including without limitation, computer programs, printouts and other computer
materials and files) of the Issuer pertaining to the foregoing, as described in
each Note Certificate or Supplemental Indenture with respect to such series of
Notes.

          "COMMISSION" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this Indenture such
Commission is not existing and performing the

                                        2
<Page>

duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

          "CORPORATE TRUST OFFICE" means the office of the Indenture Trustee at
which this Indenture shall, at any particular time, be principally administered,
which office is, at the date as of which this Indenture is dated, located at 1
Bank One Plaza, Suite IL1-0823, Chicago, Illinois 60670-0823, except that for
the purposes of Section 4.1(f) it shall be 55 Water Street, 1st Floor, Jeannette
Park Entrance, New York, New York 10041.

          "DEBT" of any Person means, at any date, without duplication, (i) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, all obligations of such Person as lessee which are capitalized in
accordance with generally accepted accounting principles, (v) all contingent and
non-contingent obligations of such Person to reimburse any bank or other Person
in respect of amounts paid under a letter of credit or similar instrument, (vi)
all Debt secured by a Lien on any asset of such Person, whether or not such Debt
is otherwise an obligation of such Person, and (vii) all Guarantees by such
Person of Debt of another Person (each such Guarantee to constitute Debt in an
amount equal to the amount of such other Person's Debt Guaranteed thereby).

          "DEFAULTED INTEREST" has the meaning specified in Section 2.8(b).

          "DEFINITIVE SECURITY" means any Note Certificate which is not a Global
Security.

          "DELAWARE TRUSTEE" means Wilmington Trust Company, a Delaware banking
corporation not in its individual capacity but solely as trustee and its
successors.

          "DEPOSIT" has the meaning ascribed in the Trust Agreement.

          "DEPOSITARY" shall mean, with respect to the Notes of any series
represented by one or more Global Securities, the Clearing Corporation or its
agent or nominee designated as Depositary by the Company pursuant to Section
2.10 until a successor Depositary shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "DEPOSITARY" shall mean
or include each Person who is then a Depositary hereunder, and if at any time
there is more than one such Person, "DEPOSITARY" as used with respect to the
Notes of any such series shall mean the Depositary with respect to the Notes of
that series. Each Depositary must, at the time of its designation and at all
times while it serves as Depositary, be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation.

          "DISCOUNT" means, with respect to any Discount Notes, the difference
between the Issue Price and the principal amount of such Discount Notes.

          "DISCOUNT NOTES" shall mean any Notes that have an Issue Price that is
less than 100% of the principal amount thereof by more than a percentage equal
to the product of 0.25% and the number of full years to the Stated Maturity.

                                        3
<Page>

          "DISTRIBUTION AGREEMENT" means one or more distribution agreements
entered into by and among the Issuer and each Agent named therein and
subsequently added as a party to such agreement, as the same may be amended from
time to time.

          "DTC" means The Depository Trust Company and its successors.

          "ENTITLEMENT HOLDER" means any Person in whose name Notes are credited
to a securities account maintained in the name of such Person on the books and
records of a Clearing Corporation or other Securities Intermediary.

          "EURO" means the currency introduced at the start of the third stage
of the European economic and monetary union pursuant to the treaty establishing
the European Community, as amended by the Treaty on European Union.

          "EVENT OF DEFAULT" means any event or condition specified as such in
Section 5.1 which shall have continued for the period of time, if any, therein
designated.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

          "EXCHANGE EVENT" has the meaning set forth in Section 2.10(b).

          "EXCHANGE RATE AGENT" has the meaning set forth in Section 4.1(c).

          "FOREIGN CURRENCY NOTE" means a Note the Specified Currency of which
is other than U.S. Dollars.

          "FUNDING AGREEMENT" means each funding agreement between the Funding
Agreement Provider and Issuer issued from time to time by the Funding Agreement
Provider up to the principal amount or amounts as may from time to time be
authorized by the Funding Agreement Provider and subsequently assigned by the
Issuer to the Indenture Trustee, as any of the same shall be amended from time
to time.

          "FUNDING AGREEMENT PROVIDER" means Allstate Life Insurance Company, a
life insurance company organized under the laws of the State of Illinois.

          "GLOBAL SECURITY" means a single Note Certificate deposited with the
Depositary and registered in the name of a Clearing Corporation or its agent or
nominee representing the entire issue of Book-Entry Notes of any series, or if
the rules of the applicable Clearing Corporation or the applicable securities
laws or regulations of any jurisdiction limit the maximum principal amount of
Note Certificates, each of the minimum number of Note Certificates so deposited
and registered that are required to comply with such laws, regulations and rules
while representing in the aggregate the entire issue of Book-Entry Notes of any
series.

          "GUARANTEE" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt (whether arising by virtue of partnership arrangements, by virtue of an

                                        4
<Page>

agreement to keep-well, to purchase assets, goods, securities or services, to
take-or-pay, or to maintain financial statement conditions or otherwise), (ii)
to reimburse a bank for amounts drawn under a letter of credit for the purpose
of paying such Debt or (iii) entered into for the purpose of assuring in any
other manner the holder of such Debt of the payment thereof or to protect such
holder against loss in respect thereof (in whole or in part); PROVIDED that the
term "GUARANTEE" shall not include endorsements for collection or deposit in the
ordinary course of business.

          The term "GUARANTEE" used as a verb has a corresponding meaning.

          "HOLDER" means, with respect to any Note, (i) any Person who has
possession of the Note Certificate representing such Note if such Note is
registered in the name of such Person in the applicable Note Register or (ii) if
there is no such Person, any Person in whose name such Note is registered in the
applicable Note Register.

          "INCORPORATED PROVISION" has the meaning set forth in Section 13.10.

          "INDENTURE" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or supplemented
or both, and shall include the terms of particular series of Notes established
as contemplated hereby.

          "INDENTURE TRUSTEE" means the entity identified as "Indenture Trustee"
in the first paragraph hereof and, subject to the provisions of Article 6, shall
also include any successor Indenture Trustee.

          "INITIAL REDEMPTION DATE" means, with respect to any Note or portion
thereof to be redeemed pursuant to Section 3.1(b), the date on or after which
such Note or portion thereof may be redeemed as determined by or pursuant to
this Indenture or an applicable Note Certificate of Supplemental Indenture.

          "INTEREST", (i) with respect to any Discount Note which by its terms
bears interest only after maturity, means interest payable after maturity; and
(ii) with respect to any Note that is not a Discount Note, means interest on
such Note.

          "INTEREST PAYMENT DATE" has the meaning specified in Section 2.8(a).

          "ISSUE PRICE" means, with respect to any Notes, the issue price of
such Notes specified in each applicable Note Certificate or Supplemental
Indenture.

          "ISSUER" means Allstate Life Global Funding, a statutory trust
organized in series under the laws of the State of Delaware, and, subject to
Article 10 hereof, its successors and assigns.

          "ISSUER'S CERTIFICATE" means a certificate signed by the Administrator
on behalf of the Issuer and delivered to the Indenture Trustee. Each such
certificate shall include the statements provided for in Section 13.5.

          "LIBOR", with respect to a series of Notes, has the meaning ascribed
in an applicable Note Certificate or Supplemental Indenture.

                                        5
<Page>

          "LIBOR CURRENCY" means the currency specified in an applicable Note
Certificate or Supplemental Indenture as to which LIBOR shall be calculated or,
if no currency is specified in the applicable Note Certificate or Supplemental
Indenture, United States dollars.

          "LIEN" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that has substantially the same practical effect as a
security interest, in respect of such asset. For purposes hereof, the Issuer
shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
asset.

          "LONDON BANKING DAY" means a day on which commercial banks are open
for business (including dealings in the LIBOR Currency) in London.

          "MARKET EXCHANGE RATE" for a Specified Currency other than United
States dollars means the noon dollar buying rate in The City of New York for
cable transfers for the Specified Currency as certified for customs purposes
(or, if not so certified, as otherwise determined) by the Federal Reserve Bank
of New York.

          "MATURITY DATE" means, with respect to the principal (or any
installment of principal) of a series of Notes, any date prior to the Stated
Maturity Date on which such principal (or such installment of principal) of such
series of Notes becomes due and payable whether, as applicable, by the
declaration of acceleration of maturity, notice of redemption at the option of
the Issuer, notice of the Holder's option to elect repayment or otherwise.

          "NONRECOURSE PARTIES" has the meaning set forth in Section 13.1.

          "NOTE" has the meaning stated in the first recital of this Indenture,
each in an authorized denomination and represented individually or collectively
by a Note Certificate authenticated and delivered under this Indenture.

          "NOTE CERTIFICATE" means a security certificate representing one or
more Notes.

          "NOTE REGISTER" has the meaning set forth in Section 2.6(a).

          "OBLIGATIONS" means, with respect to a series of Notes, the
obligations of the Issuer secured under such series of Notes and this Indenture,
including (a) all principal of, any premium and interest (including, without
limitation, any interest which accrues after the commencement of any case,
proceeding or other action relating to the bankruptcy, insolvency or
reorganization of the Issuer, whether or not allowed or allowable as a claim in
any such proceeding) on, and any Additional Amounts with respect to, such series
of Notes or pursuant to this Indenture, (b) all other amounts payable by the
Issuer hereunder or under such series of Notes including all costs and expenses
(including attorneys' fees) incurred by the Indenture Trustee or any Holder
thereof in realizing on the Collateral to satisfy such obligations and (c) any
renewals or extensions of the foregoing.

          "OPINION OF COUNSEL" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Issuer or the Indenture
Trustee or who may be other

                                        6
<Page>

counsel satisfactory to the Indenture Trustee. Each such opinion shall include
the statements provided for in Section 13.5 hereof, if and to the extent
required hereby.

          "OUTSTANDING", when used with reference to any series of Notes, shall,
subject to the provisions of Section 8.5, mean, as of any particular time, all
Notes represented by Note Certificates with respect to such series executed by
the Issuer and authenticated and delivered by the Indenture Trustee under this
Indenture, except (a) any Note represented by a Note Certificate theretofore
cancelled by the Indenture Trustee or delivered to the Indenture Trustee for
cancellation; (b) any Note as to which funds for the full payment or redemption
of which in the necessary amount shall have been deposited in trust with the
Indenture Trustee or with any Paying Agent (other than the Issuer) or shall have
been set aside, segregated and held in trust by the Issuer (if the Issuer shall
act as its own paying agent); PROVIDED that if such Note is to be redeemed prior
to the maturity thereof, notice of such redemption shall have been given as
herein provided, or provision satisfactory to the Indenture Trustee shall have
been made for giving such notice; and (c) any Note represented by a Note
Certificate in substitution for which one or more other Note Certificates shall
have been authenticated and delivered pursuant to the terms of Section 2.5 or
which shall have been paid (unless proof satisfactory to the Indenture Trustee
is presented that any of such Note is held by a Person in whose hands such Note
is a legal, valid and binding obligation of the Issuer).

          "OWNER" shall, with respect to each Funding Agreement, have the
meaning specified in such Funding Agreement.

          "PAYING AGENT" means the Indenture Trustee in its capacity as paying
agent and its successors, and any other Person specified as paying agent with
respect to any Notes in an applicable Note Certificate or Supplemental
Indenture.

          "PERSON" means any natural person, corporation, limited partnership,
general partnership, joint stock company, joint venture, association, company,
limited liability company, trust (including any beneficiary thereof), bank,
trust company, land trust, trust or other organization, whether or not a legal
entity, and any government or any agency or political subdivision thereof.

          "PLAN" means a pension, profit-sharing or other employee benefit plan
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), an individual retirement account or a Keogh plan subject to Section
4975 of the Code.

          "PLAN ASSET ENTITY" means any entity whose underlying assets include
"plan assets" by reason of any Plan's investment in the entity.

          "PRINCIPAL" (i) with respect to Discount Notes, means such amount as
shall be due and payable as specified in the terms of the applicable Discount
Notes; and (ii) with respect to any Note that is not a Discount Note, means the
principal of such Note.

          "PRINCIPAL FINANCIAL CENTER" means, as applicable (i) the capital city
of the country issuing the Specified Currency; or (ii) the capital city of the
country to which the LIBOR Currency relates; provided, however, that with
respect to United States dollars, Australian dollars, Canadian dollars,
Portuguese escudos, South African and Swiss francs, the "Principal

                                        7
<Page>

Financial Center" shall be The City of New York, Sydney, Toronto, London (solely
in the case of the LIBOR Currency), Johannesburg and Zurich, respectively.

          "PROCEEDS" means all of the proceeds of, and all other profits,
products, rents, principal payments, interest payments or other receipts, in
whatever form, arising from the collection, sale, lease, exchange, assignment,
licensing or other disposition or maturity of, or other realization upon, a
Funding Agreement, including without limitation all claims of the Issuer against
third parties for loss of, damage to or destruction of, or for proceeds payable
under, such Funding Agreement, in each case whether now existing or hereafter
arising.

          "REDEMPTION DATE" means, with respect to any Note to be redeemed,
pursuant to Section 3.1(b) or Section 3.1(c), the date of redemption of such
Note specified in the relevant notice of redemption provided to the Indenture
Trustee pursuant to Section 3.1(d).

          "REDEMPTION PRICE" means, with respect to any Note or portion thereof
to be redeemed, pursuant to Section 3.1(b) or Section 3.1(c), the price for
redemption of such Note or portion thereof as determined by or pursuant to this
Indenture or an applicable Note Certificate or Supplemental Indenture.

          "REGISTRAR" has the meaning specified in Section 2.6(a).

          "REGULAR INTEREST RECORD DATE" has the meaning set forth in Section
2.8.

          "REPAYMENT DATE" means, with respect to any Note or portion thereof to
be repaid pursuant to Section 3.2, the date for the repayment of such Note or
portion thereof as determined by or pursuant to this Indenture or an applicable
Note Certificate or Supplemental Indenture.

          "REPAYMENT PRICE" means, with respect to any Note or portion thereof
to be repaid pursuant to Section 3.2, the price for repayment of such Note or
portion thereof as determined by, or pursuant to, this Indenture or an
applicable Note Certificate or Supplemental Indenture.

          "RESPONSIBLE OFFICER" when used with respect to any Person means the
chairman of the board of directors or any vice chairman of the board of
directors or the president or any vice president (whether or not designated by a
number or numbers or a word or words added before or after the title "vice
president") of such Person. With respect to the Issuer, Responsible Officer
means any Responsible Officer (as defined in the preceding sentence) plus any
assistant secretary and any financial services officer of the Delaware Trustee
or Administrator, and with respect to the Indenture Trustee, Responsible Officer
means any Responsible Officer (as defined in the first sentence of this
definition) plus the chairman of the trust committee, the chairman of the
executive committee, any vice chairman of the executive committee, the cashier,
the secretary, the treasurer, any trust officer, any assistant trust officer,
any assistant vice president, any assistant cashier, any assistant secretary,
any assistant treasurer, or any other authorized officer of the Indenture
Trustee customarily performing functions similar to those performed by the
Persons who at the time shall be such officers, respectively, or to whom any
corporate trust matter is referred because of his knowledge of and familiarity
with the particular subject.

                                        8
<Page>

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

          "SECURITIES INTERMEDIARY" means any Person, including any Clearing
Corporation, bank or broker, that in the ordinary course of its business
maintains securities accounts for others and is acting in that capacity.

          "SECURITY INTEREST" has the meaning set forth in Section 14.1.

          "SERIES BENEFICIAL OWNER" means with respect to a series of Notes of
the Issuer, the sole beneficial owner of such series of the Issuer as defined
and used in Sections 3801(b) and 3806(b)(2) of the Delaware Statutory Trust Act,
and its successors.

          "SPECIAL INTEREST RECORD DATE" has the meaning set forth in Section
2.8(b).

          "SPECIFIED CURRENCY" has the meaning specified in Section 2.4.

          "STATED MATURITY DATE," means with respect to any Note, any
installment of principal thereof, or interest thereon, any premium thereon or
any Additional Amounts with respect thereto, the date established by or pursuant
to this Indenture or an applicable Note Certificate or Supplemental Indenture as
the date on which the principal of such Note or such installment of principal or
interest or such premium is, or such Additional Amounts are, due and payable.

          "SUPPLEMENTAL INDENTURE" has the meaning specified in Section 9.1.

          "SUPPORT AND EXPENSES AGREEMENT" means that certain support and
expenses agreement dated as of June 24, 2002, by and between the Funding
Agreement Provider and the Issuer, as the same may be amended from time to time.

          "TARGET SYSTEM" means the Trans-European Automated Real Time Gross
Settlement Express Transfer (TARGET) System.

          "TAX EVENT" has the meaning specified in Section 3.1(c).

          "TRUST AGREEMENT" means that certain Trust Agreement dated as of June
24, 2002 declaring and establishing the Issuer, by and between the Trust
Beneficial Owner and the Delaware Trustee, as amended by the Amended and
Restated Trust Agreement dated -, as the same may be amended, modified,
restated, supplemented and/or replaced from time to time.

          "TRUST BENEFICIAL OWNER" means AMACAR Pacific Corp., a Delaware
corporation, in its capacity as the sole beneficial owner of the Trust and its
successors.

          "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939, as
amended.

          "UCC" means, with respect to any applicable jurisdiction, the Uniform
Commercial Code as in effect from time to time in the applicable jurisdiction.

                                        9
<Page>

          "UNITED STATES", except as otherwise provided in or pursuant to this
Indenture or any Note Certificate, means the United States of America (including
the states thereof and the District of Columbia), its territories and
possessions and other areas subject to its jurisdiction.

          "UNITED STATES DOLLARS", "U.S. DOLLARS" or "$" means lawful currency
of the United States.

          SECTION 1.2   INTERPRETATION. For all purposes of this Indenture
except as otherwise expressly provided or unless the context otherwise requires:

          (a)  the terms defined in this Article shall have the meanings
               ascribed to them in this Article and shall include the plural as
               well as the singular;

          (b)  all accounting terms used and not expressly defined herein shall
               have the meanings given to them in accordance with United States
               generally accepted accounting principles, and the term "generally
               accepted accounting principles" shall mean such accounting
               principles which are generally accepted at the date or time of
               any computation or at the date hereof;

          (c)  references to Exhibits, Articles, Sections, paragraphs,
               subparagraphs and clauses shall be construed as references to the
               Exhibits, Articles, Sections, paragraphs, subparagraphs and
               clauses of this Indenture;

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

          (e)  the words "include", "includes" and "including" shall be
               construed to be followed by the words "without limitation"; and

          (f)  Article and Section headings are for the convenience of the
               reader and shall not be considered in interpreting this Indenture
               or the intent of the parties hereto.

                                    ARTICLE 2
                                    THE NOTES

          SECTION 2.1   AMOUNT UNLIMITED. The aggregate principal amount of
Notes that may be authenticated and delivered under this Indenture is unlimited.

          SECTION 2.2   TITLE AND TERMS; NOTE CERTIFICATES.

          (a)  The Notes may be issued in one or more series, each as set forth
               in a Note Certificate. Each such Note Certificate shall set
               forth:

               (i)    the title of the Notes of the series (which shall
                      distinguish the Notes of the series from all other Notes);

                                       10
<Page>

               (ii)   any limit on the aggregate principal amount of the Notes
                      of the series that may be issued under this Indenture
                      (except for any Notes of the series represented by any
                      Note Certificates authenticated and delivered upon
                      registration of transfer of any Notes, or in exchange for,
                      or in lieu of, other Note Certificates, pursuant to
                      Sections 2.6, 2.7, 2.10 or 9.5);

               (iii)  if such Notes are to be issued as Book-Entry Notes
                      represented by one or more Global Securities, when any of
                      such Notes are to be issued as Book-Entry Notes and (A)
                      whether such Book-Entry Notes may be exchanged for
                      Certificated Notes of the same series and of like tenor
                      and of any authorized form and denomination, and the
                      circumstances under which any such exchanges may occur, if
                      other than in the manner specified in Section 2.10, (B)
                      the name of the Depositary with respect to any Global
                      Security and (C) the name of the applicable Clearing
                      Corporation, if other than DTC;

               (iv)   the date or dates on which the principal of the Notes of
                      the series is payable, including pursuant to the exercise
                      of any right or obligation of redemption or repayment;

               (v)    the rate or rates at which the Notes of the series shall
                      bear interest, if any, or the method by which such rate
                      shall be determined, the date or dates from which such
                      interest shall accrue, the interest payment dates on which
                      such interest shall be payable and the record dates for
                      the determination of the Holder or Holders to whom
                      interest is payable; and if the Notes of the series
                      provide for Additional Amounts, the method by which such
                      Additional Amounts are determined and paid;

               (vi)   the place or places where the principal of, any premium
                      and interest on, and any Additional Amounts with respect
                      to, Notes of the series shall be payable, where any Note
                      Certificates representing Notes of such series may be
                      surrendered for registration of transfer of any such
                      Notes, where any of such Note Certificates may be
                      surrendered for exchange and where notices or demands to
                      or upon the Issuer in respect of such Notes and this
                      Indenture may be served (in each case, if other than as
                      provided in Section 4.2);

               (vii)  the right, if any, of the Issuer to redeem Notes, in whole
                      or part, at its option and the period or periods within
                      which, the price or prices at which, and the terms and
                      conditions upon which, Notes of the series may be redeemed
                      pursuant to any sinking fund or otherwise;

                                       11
<Page>

               (viii) the right or obligation, if any, of the Issuer to redeem,
                      purchase or repay Notes of the series at the option of the
                      Issuer, or pursuant to Tax Event, any mandatory redemption
                      sinking fund or analogous provisions, or at the option of
                      a Holder thereof or otherwise and the period or periods
                      within which, the price or prices at which, and the terms
                      and conditions upon which, Notes of the series shall be
                      redeemed, purchased or repaid, in whole or in part,
                      pursuant to such obligation;

               (ix)   the authorized denominations in which the Notes of the
                      series shall be issuable, if other than $1,000 and
                      integral multiples of $1,000;

               (x)    the currency in which payment of the principal of,
                      interest and premium on, and Additional Amounts with
                      respect to, any of such Notes shall be payable, if other
                      than U.S. dollars;

               (xi)   whether the amount of payments of principal of, premium
                      and interest on, and Additional Amounts with respect to,
                      such Notes may be determined with reference to an index,
                      formula or other method or methods and, if so, the terms
                      and conditions upon which and the manner in which such
                      amounts shall be determined and paid or payable;

               (xii)  if the Notes are to be listed on one or more stock
                      exchanges, the name or names of such exchanges;

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

               (xiv)  a description of the Collateral securing the Obligations
                      with respect to the Notes of such series;

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

               (xvi)  any trustees, authenticating or paying agents, transfer
                      agents or registrars or any other agents with respect to
                      the Notes of such series (in each case, if other than as
                      provided in this Indenture).

          (b)  All Notes of any one series shall be substantially identical
               except as to denomination and except as may otherwise be provided
               in each applicable Note Certificate or pursuant to an applicable
               Supplemental Indenture.

          (c)  The Issuer may, within six months following the issue of a series
               of Notes and without the consent of any Holder, issue additional
               Notes with the same terms as previously issued Notes (other than
               the date of issuance, the

                                       12
<Page>

               denomination sizes, the interest commencement date and the
               offering price) that will form a single series with the
               previously issued Notes; PROVIDED, HOWEVER, prior to or
               simultaneously with the issuance of any such additional Notes,
               the Funding Agreement Provider has issued or will simultaneously
               issue one or more additional Funding Agreements to the Issuer to
               be part of the applicable series Collateral, with an aggregate
               principal amount equal to that of the additional Notes issued or
               to be issued.

          SECTION 2.3   FORMS GENERALLY.

          (a)  Each Note Certificate, and each of the Indenture Trustee's
               certificates of authentication, shall be in a form not
               inconsistent with the provisions of this Indenture, including,
               without limitation, Exhibit A-1 and Exhibit A-2 or as established
               by any Supplemental Indenture. Any Note Certificate or
               certificate of authentication shall include such appropriate
               insertions, omissions, substitutions and other variations as are
               required or permitted by this Indenture or as may in the Issuer's
               judgment be necessary, appropriate or convenient to permit the
               Notes to be issued and sold, or to comply, or facilitate
               compliance, with applicable laws, and may have such letters,
               numbers or other marks of identification and such legends or
               endorsements placed thereon as may be required to comply with the
               rules of any securities exchange on which the Notes may be
               listed, or as may, consistently herewith, be determined by the
               Responsible Officer of the Issuer executing such Note
               Certificates, with the approval of the Indenture Trustee, as
               evidenced by his or her execution thereof.

          (b)  Note Certificates may be printed, lithographed, engraved,
               typewritten, photocopied or otherwise produced in any manner as
               the Responsible Officer of the Issuer executing such Notes may
               determine.

          (c)  The terms and provisions contained in the Note Certificates and
               in any Supplemental Indenture shall constitute, and are hereby
               expressly made, a part of this Indenture and to the extent
               applicable the Issuer and the Indenture Trustee, by their
               execution and delivery of this Indenture, expressly agree to such
               terms and provisions and to be bound thereby.

          SECTION 2.4   CURRENCY; DENOMINATIONS.

          (a)  Unless otherwise specified in the Note Certificates or in any
               Supplemental Indenture for any series of Notes, Notes of such
               series will be denominated in, and payments of principal of,
               premium and interest on, and Additional Amounts in respect to,
               the Notes of such series will be made in, U.S. dollars. The
               currency in which a particular series of Notes is denominated
               (or, if such currency is no longer legal tender for the payment
               of public and private debts in the country issuing such currency
               or, in the case of Euro, in the member states of the European
               Union that

                                       13
<Page>

               have adopted the single currency in accordance with the Treaty
               establishing the European Community, as amended by the Treaty on
               European Union, such currency which is then such legal tender) is
               herein referred to as the "SPECIFIED CURRENCY" with respect to
               such series of Notes.

          (b)  If the principal of or premium and interest on, and Additional
               Amounts with respect to, any Note is payable in a Specified
               Currency other than U.S. dollars which is not available due to
               the imposition of exchange controls or other circumstances beyond
               the control of the Issuer, the Issuer shall be entitled to
               satisfy its obligations to holders of the Notes by making such
               payment in U.S. dollars on the basis of the most recently
               available bid quotation determined on the applicable
               determination date related to such payment from a leading foreign
               exchange bank in London or New York City selected by the Paying
               Agent, for the purchase of U.S. dollars with the Specified
               Currency for settlement on such payment date of the aggregate
               amount of the Specified Currency payable to all holders of Notes
               denominated other than in U.S. dollars scheduled to receive U.S.
               Dollar payments.

          (c)  Unless otherwise specified in the applicable Note Certificates or
               in a Supplemental Indenture, Notes of any series shall be issued
               in minimum denominations of $1,000 and integral multiples of
               $1,000 in excess thereof or equivalent denominations in other
               currencies.

          (d)  The Issuer may (if so specified in an applicable Note Certificate
               or Supplemental Indenture) without the consent of the Holder of
               any Note, redenominate all, but not less than all, of the Notes
               of any series on or after the date on which the member state of
               the European Union in whose national currency such Notes are
               denominated has become a participant member in the third stage of
               the European economic and monetary union as more fully set out in
               the applicable Note Certificate or Supplemental Indenture.

          (e)  Unless otherwise specified in an applicable Note Certificate or
               Supplemental Indenture, the Issuer shall not sell Foreign
               Currency Notes in, or to residents of, the country issuing the
               Specified Currency.

          SECTION 2.5   EXECUTION, AUTHENTICATION, DELIVERY AND DATE.

          (a)  Each Note Certificate shall be executed on behalf of the Issuer
               by any Responsible Officer of the Issuer. The signature of any
               Responsible Officer of the Issuer may be manual, in facsimile
               form, imprinted or otherwise reproduced and may, but need not, be
               attested.

          (b)  Each Note Certificate bearing the signature of a Person who was
               at any time a Responsible Officer of the Issuer shall bind the
               Issuer,

                                       14
<Page>

               notwithstanding that such Person has ceased to hold such office
               prior to the authentication and delivery of such Note Certificate
               or did not hold such office at the date of such Note Certificate.

          (c)  At any time, and from time to time, after the execution and
               delivery of this Indenture, the Issuer may deliver Note
               Certificates representing Notes of any series executed by or on
               behalf of the Issuer to the Indenture Trustee for authentication,
               and the Indenture Trustee shall thereupon authenticate and
               deliver such Note Certificates as provided in this Indenture and
               not otherwise.

          (d)  The Indenture Trustee shall have the right to decline to
               authenticate and deliver any Note Certificates under this Section
               if the Indenture Trustee has obtained an Opinion of Counsel
               reasonably acceptable to the Issuer, to the effect that the issue
               of the Notes represented by such Note Certificates pursuant to
               this Indenture will adversely affect the Indenture Trustee's own
               rights, duties or immunities under this Indenture.

          (e)  All Note Certificates shall be dated the date of their
               authentication.

          (f)  No Note shall be entitled to any benefit under this Indenture or
               be valid or obligatory for any purpose, unless there appears on
               the Note Certificate representing such Note a certificate of
               authentication substantially in the form attached as Exhibit B
               hereto executed by the Indenture Trustee by manual signature of
               one of its authorized signatories. Such certificate upon any Note
               Certificate shall be conclusive evidence, and the only evidence,
               that such Note Certificate has been duly authenticated and
               delivered hereunder.

          SECTION 2.6   REGISTRATION, TRANSFER AND EXCHANGE.

          (a)  The Indenture Trustee will serve initially as registrar (in such
               capacity, and together with any successor registrar, the
               "REGISTRAR") for the Notes. In such capacity, with respect to
               each series of Notes, the Indenture Trustee will cause to be kept
               at the Corporate Trust Office of the Indenture Trustee a register
               (each, a "NOTE REGISTER") in which, subject to such reasonable
               regulations as it may prescribe, the Indenture Trustee will
               provide for the registration of the Notes of such series and of
               transfers of the Notes of such series. Each Note Register shall
               be in written form in the English language or in any other form
               capable of being converted into such form within a reasonable
               time.

          (b)  Subject to Section 2.10, upon surrender of an applicable Note
               Certificate for registration of transfer of any Note represented
               thereby, together with the form of transfer endorsed thereon duly
               completed and executed, at the designated office of the Registrar
               or of any applicable transfer agent, each as provided in an
               applicable Note Certificate or Supplemental Indenture,

                                       15
<Page>

               the Issuer shall execute, and the Indenture Trustee shall
               authenticate and deliver, in the name of the designated
               transferee or transferees, one or more new Note Certificates of
               the same series of any authorized denomination representing an
               aggregate principal amount of Notes equal to the aggregate
               principal amount of the Notes represented by such Note
               Certificate surrendered for registration of transfer.

          (c)  Subject to Section 2.10, at the option of the applicable Holder,
               any Note Certificate may be exchanged for one or more new Note
               Certificates, and any two or more Note Certificates may be
               consolidated into and exchanged for a single Note Certificate or
               fewer than the number of Note Certificates duly presented for
               exchange, in each case representing one or more Notes of the same
               series in an equal aggregate principal amount of the Notes equal
               to the aggregate principal amount of the Notes represented by the
               Note Certificate or Note Certificates duly presented for
               exchange. Each Note Certificate to be exchanged shall be
               surrendered at the designated office of the Registrar or of any
               applicable transfer agent, each as provided in an applicable Note
               Certificate or Supplemental Indenture. Whenever any Note
               Certificate is so surrendered for exchange, the Issuer shall
               execute, and the Indenture Trustee shall authenticate and
               deliver, the Note Certificate or Note Certificates which the
               applicable Holder is entitled to receive, bearing numbers,
               letters or other designating marks not contemporaneously
               outstanding.

          (d)  Each Note Certificate executed, authenticated and delivered upon
               any transfer or exchange shall be a valid obligation of the
               Issuer, evidencing the same debt, and entitled to the same
               benefits under this Indenture, as the Note Certificates
               surrendered in connection with any such transfer or exchange.
               Upon surrender of an applicable Note Certificate transfer or
               exchange pursuant to this Section 2.6 each applicable new Note
               Certificate will, within three Business Days of the receipt of
               the applicable form of transfer or the applicable surrender, as
               the case may be, be delivered to the designated office of the
               Registrar or of any applicable transfer agent, each as provided
               in an applicable Note Certificate or Supplemental Indenture, or
               mailed at the risk of the Person entitled to such Note
               Certificate to such address as may be specified in the form of
               transfer or in written instructions of the applicable Holder upon
               surrender for exchange.

          (e)  Every Note Certificate presented or surrendered in connection
               with any transfer or exchange shall (if so required by the Issuer
               or the Indenture Trustee) be duly endorsed, or be accompanied by
               a written instrument of transfer in form satisfactory to the
               Issuer and the Indenture Trustee duly executed by, the applicable
               Holder or his attorney duly authorized in writing.

          (f)  No service charge shall be made in connection with any transfer
               of Notes or exchange of Note Certificates, but the Issuer may
               require payment of a

                                       16
<Page>

               sum sufficient to cover any tax or other governmental charge that
               may be imposed in connection with any transfer of Notes or
               exchange of Notes Certificates.

          (g)  Except as otherwise provided in or pursuant to this Indenture,
               the Issuer and the Indenture Trustee shall not be required to (i)
               upon presentation or surrender of a Note Certificate in
               connection with any transfer or exchange during a period
               beginning at the opening of business 15 days before the day of
               the selection for redemption of Notes of any applicable series
               under Section 3.1 and ending at the close of business on the day
               of such selection, exchange any Note Certificate representing any
               Note selected for redemption, register the transfer of any such
               Note, or portion thereof, except in the case of any Note to be
               redeemed in part, with respect to the portion of such Note not to
               be redeemed, or (ii) exchange any Note Certificate representing
               any Note the Holder or Holders of which shall have exercised the
               option pursuant to Section 3.2 to require the Issuer to repay any
               such Note prior to its Stated Maturity Date or register the
               transfer of any such Note except, in the case of any Note to be
               repaid in part, with respect to the portion of such Note not to
               be repaid.

          SECTION 2.7   MUTILATED, DESTROYED, LOST OR STOLEN NOTE CERTIFICATES.

          (a)  If (i) any mutilated Note Certificate is surrendered to the
               Indenture Trustee or the Issuer, or the Indenture Trustee and the
               Issuer receive evidence to their satisfaction of the destruction,
               loss or theft of any Note Certificate, and (ii) there is
               delivered to the Issuer and the Indenture Trustee such security
               or indemnity as may be required by them to save each of them
               harmless, then, in the absence of notice to the Issuer or the
               Indenture Trustee that such Note Certificate has been acquired by
               a protected purchaser, the Issuer shall execute and upon its
               request the Indenture Trustee shall authenticate and deliver, in
               exchange for or in lieu of any such mutilated, destroyed, lost or
               stolen Note Certificate, a new Note Certificate representing
               Notes of the same series of like tenor and principal amount,
               bearing a number not contemporaneously outstanding.

          (b)  If any Note represented by any such mutilated or apparently
               destroyed, lost or stolen Note Certificate has become or is about
               to become due and payable, the Issuer in its discretion may,
               instead of issuing a new Note Certificate, pay the Notes
               represented by such Note Certificate.

          (c)  Upon the execution, authentication and delivery of any new Note
               Certificate under this Section, the Issuer may require the Holder
               to pay a sum sufficient to cover any tax or other governmental
               charge that may be imposed in relation thereto and any other
               expenses (including the fees and expenses of the Indenture
               Trustee) connected therewith.

                                       17
<Page>

          (d)  Every Note Certificate executed, authenticated and delivered
               pursuant to this Section in lieu of any apparently destroyed,
               lost or stolen Note Certificate shall constitute an original
               additional contractual obligation of the Issuer, whether or not
               any obligation with respect to the apparently destroyed, lost or
               stolen Note Certificate shall be at any time enforceable by any
               Person, and shall be entitled to all of the benefits of this
               Indenture equally and proportionately with any and all other
               Notes, if any, of such series duly issued, executed,
               authenticated and delivered hereunder.

          (e)  The provisions of this Section are exclusive with respect to the
               replacement of any mutilated or apparently destroyed, lost or
               stolen Note Certificate or the payment of the Notes represented
               thereby and shall preclude all other rights and remedies with
               respect to the replacement of any mutilated or apparently
               destroyed, lost or stolen Note Certificate or the payment of the
               Notes represented thereby.

          SECTION 2.8   INTEREST RECORD DATES.

          (a)  Interest on and Additional Amounts with respect to any Note of a
               series which is payable, on any interest payment date specified
               in the Note Certificates or in any Supplemental Indenture for
               such series (each such date, an "INTEREST PAYMENT DATE") shall be
               paid to the Holder of such Note of such series at the close of
               business on the date specified as the regular interest record
               date for such series in the Note Certificates or Supplemental
               Indenture for such series (the "REGULAR INTEREST RECORD DATE")
               or, if no such date is specified, the date that is 15 calendar
               days preceding such Interest Payment Date.

          (b)  Unless otherwise provided in the Note Certificates or in any
               Supplemental Indenture for a series of Notes, any interest on,
               and any Additional Amounts with respect to, any Note of such
               series which is payable, but is not punctually paid or duly
               provided for, on any Interest Payment Date specified in the
               applicable Note Certificates or Supplemental Indenture or
               indentures (the "DEFAULTED INTEREST") shall forthwith cease to be
               payable to the Holder of such Note of such series on the relevant
               Regular Interest Record Date by virtue of having been such
               Holder, and such Defaulted Interest shall be paid by the Issuer
               to the Holder of such Note of such series at the close of
               business on a special record date (the "SPECIAL INTEREST RECORD
               DATE") established by the Issuer by notice to each applicable
               Holder and the Indenture Trustee in accordance with Section 14.4,
               which Special Interest Record Date shall be not more than 15 nor
               less than 10 days prior to the date of the proposed payment of
               Defaulted Interest and not less than 10 days after the receipt by
               the Indenture Trustee of the notice of the proposed payment of
               Defaulted Interest.

          SECTION 2.9   CANCELLATION. Each Note Certificate surrendered for
exchange or in connection with any payment, redemption, transfer of any Note
represented thereby shall be

                                       18
<Page>

delivered to the Indenture Trustee and, if not already cancelled, shall be
promptly cancelled by it. The Issuer may at any time deliver to the Indenture
Trustee for cancellation any Note Certificate previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and each Note Certificate so delivered shall be promptly cancelled by the
Indenture Trustee. No Note Certificates shall be authenticated in lieu of or in
exchange for any Note Certificate cancelled as provided in this Section, except
as expressly permitted by this Indenture. The Indenture Trustee shall destroy
all cancelled Note Certificates held by it and deliver a certificate of
destruction to the Issuer. If the Issuer shall acquire any of the Notes, such
acquisition shall not operate as a redemption or satisfaction of the
indebtedness represented by such Notes unless and until each Note Certificate
representing such Notes is delivered to the Indenture Trustee for cancellation.

          SECTION 2.10  GLOBAL SECURITIES.

          (a)  Unless (i) permitted by applicable law and (ii) an Exchange Event
               shall have occurred and be continuing with respect to a series of
               Book-Entry Notes represented by one or more Global Securities, no
               Book-Entry Note represented by any such Global Security shall be
               exchangeable for Certificated Notes.

          (b)  For purposes of this Indenture, with respect to the Notes of a
               series, the term "EXCHANGE EVENT" means any of the following:

               (i)    the Depositary with which any Global Security evidencing
                      the Notes of such series is deposited shall have notified
                      the Issuer that it is unwilling or unable to continue as
                      the Depositary for any applicable Global Security or the
                      Issuer becomes aware that the Depository has ceased to be
                      a clearing agency registered under the Exchange Act and,
                      in any such case, the issuer fails to appoint a successor
                      to the Depositary within 60 calendar days;

               (ii)   the Issuer, in its sole discretion, determines that the
                      Notes of such series should no longer be represented
                      solely by one or more Global Securities; or

               (iii)  an Event of Default shall have occurred and the maturity
                      of the Notes of such series shall have been accelerated in
                      accordance with the terms of the Indenture and the Notes
                      of such series.

          (c)  If any Exchange Event shall have occurred and be continuing,
               then:

               (i)    with respect to each Global Security deposited with, and
                      registered in the name of, the applicable Depositary or
                      its nominee, the Issuer shall promptly, and in any event
                      not later than 10 Business Days after the occurrence of
                      such Exchange Event, cause to be executed, authenticated
                      and delivered to the applicable Depositary or its nominee,
                      against surrender by the applicable Depositary or its
                      nominee of such Global Security, which shall thereupon be

                                       19
<Page>

                      cancelled by the Indenture Trustee, Definitive Security or
                      Definitive Securities each representing such number of
                      Notes of such series as may be specified by the applicable
                      Depositary in an aggregate principal amount equal to the
                      principal amount of Notes of the same series that shall
                      have been represented by such Global Security and shall
                      register the Certificated Notes represented by such
                      Definitive Security or Definitive Securities in the name
                      of the applicable Depository or its nominee;

               (ii)   notwithstanding any other provision of the Notes or this
                      Indenture, each applicable Depositary may deliver to the
                      applicable Entitlement Holders or in accordance with their
                      instructions to any other Person any Definitive Security
                      or Definitive Securities received from the Issuer pursuant
                      to Section 2.10(c)(i) hereof, and the Registrar shall
                      register the Certificated Notes represented by such
                      Definitive Security or Definitive Securities so delivered
                      in such names as the applicable Depositary shall specify
                      to the Indenture Trustee; and

               (iii)  if any Certificated Note is issued in exchange for any
                      portion of or all Book-Entry Notes represented by a Global
                      Security after the close of business at the office or
                      agency for such Note where such exchange occurs on (A) any
                      Regular Interest Record Date for such Notes and before the
                      opening of business at such office or agency on the next
                      Interest Payment Date, or (B) any Special Interest Record
                      Date for such Notes and before the opening of business at
                      such office or agency on the related proposed date for
                      payment of interest, any Additional Amounts or Defaulted
                      Interest, as the case may be, interest, Additional Amounts
                      or Defaulted Interest, as the case may be, shall not be
                      payable on such Interest Payment Date or proposed date for
                      payment, as the case may be, in respect of such
                      Certificated Notes, but shall be payable on such Interest
                      Payment Date or proposed date for payment, as the case may
                      be, only to the Person to whom interest and any Additional
                      Amounts or Defaulted Interest, as applicable, in respect
                      of such portion of or all Book-Entry Notes, as the case
                      may be, represented by such Global Security shall be
                      payable in accordance with the provisions of this
                      Indenture.

          (d)  The Certificated Notes issued in exchange for any Book-Entry
               Notes represented by a Global Security shall be of like tenor and
               of an equal aggregate principal amount, in authorized
               denominations. Such Certificated Notes shall be registered in the
               name or names of such person or persons as the applicable
               Depository shall instruct the Registrar.

          SECTION 2.11  WITHHOLDING TAX. All payments under the Notes will be
made without deduction or withholding for any present or future taxes, duties,
assessments or

                                       20
<Page>

governmental charges of any nature, unless such withholding or deduction is
required by law, regulation or official interpretation. Unless otherwise
provided in the applicable Note Certificate or Supplemental Indenture, the
Issuer will not pay any Additional Amounts to Holders of Notes of a series in
the event that any withholding or deduction is so required by law, regulation or
official interpretation thereof, and the imposition of a requirement to make any
such withholding or deduction will not give rise to any independent right or
obligation to redeem the Notes of such series.

          SECTION 2.12  TAX TREATMENT.

          (a)  The parties hereto hereby agree, and each Holder and beneficial
               owner of Notes of each series by its purchase of Notes is deemed
               to agree, that for United States Federal, state and local income
               and franchise tax purposes:

               (i)    each Note be treated as indebtedness of the Funding
                      Agreement Provider; and

               (ii)   the Issuer and any series of the Issuer be ignored.

          (b)  The parties hereto hereby agree, and each Holder and beneficial
               owner of Notes of each series by its purchase of Notes is deemed
               to agree, to not take any action inconsistent with the treatment
               described in Section 2.12(a) (including, without limitation,
               under United States Treasury Regulations Sections 301.7701-2, or
               301-7701-3, the "check-the-box regulations") unless otherwise
               required by applicable law.

                                    ARTICLE 3
          REDEMPTION, REPAYMENT AND REPURCHASE OF NOTES; SINKING FUNDS

          SECTION 3.1   REDEMPTION OF NOTES.

          (a)  Redemption of Notes of any series Issuer as permitted or required
               by this Indenture and each applicable Note Certificate or
               Supplemental Indenture will be made in accordance with the terms
               of such Notes and (except as otherwise provided herein or
               pursuant hereto) this Section.

          (b)  If any Initial Redemption Date is specified in an applicable Note
               Certificate or Supplemental Indenture, the Issuer may redeem
               Notes of the particular series prior to the Stated Maturity Date
               at its option, on, or on any Business Day after, the Initial
               Redemption Date in whole or from time to time in part in
               increments $1,000 or any other integral multiple of an authorized
               denomination of such Notes specified at the applicable Redemption
               Price together with any unpaid interest accrued thereon, any
               Additional Amounts and other amounts payable with respect
               thereto, as of the Redemption Date.

          (c)  If (i) the Issuer is required at any time to pay Additional
               Amounts or if the Issuer is obligated to withhold or deduct any
               United States taxes with

                                       21
<Page>

               respect to any payment under the Notes, as set forth in each
               applicable Note Certificate or Supplemental Indenture, or if
               there is a material probability that the Issuer will become
               obligated to withhold or deduct any such United States taxes or
               otherwise pay Additional Amounts (in the opinion of independent
               legal counsel selected by the Funding Agreement Provider), in
               each case pursuant to any change in or amendment to any United
               States tax laws (or any regulations or rulings thereunder) or any
               change in position of the Internal Revenue Service regarding the
               application or interpretation thereof (including, but not limited
               to, the Funding Agreement Provider or the Issuer's receipt of a
               written adjustment from the Internal Revenue Service in
               connection with an audit) (a "Tax Event"), and (ii) the Funding
               Agreement Provider, pursuant to the terms of the relevant Funding
               Agreement, has delivered to the Owner notice that the Funding
               Agreement Provider intends to terminate the relevant Funding
               Agreement pursuant to Section 12(b) of such Funding Agreement,
               then the Issuer will redeem the particular series of Notes on the
               Redemption Date at the Redemption Price together with any unpaid
               interest accrued thereon, any Additional Amounts and other
               amounts payable with respect thereto, as of the Redemption Date.

          (d)  Unless a shorter notice shall be satisfactory to the Indenture
               Trustee, Issuer shall provide to the Indenture Trustee a notice
               of redemption of any Notes (i) in case of any redemption at the
               election of the Issuer, not more than 60 days nor less than 30
               days prior to the Redemption Date and (ii) in case of any
               mandatory redemption pursuant to Section 3.1(c), at least 75 days
               prior to the Redemption Date. In case of any redemption at the
               election of the Issuer of less than all of the Notes of any
               series such notice shall specify the aggregate principal amount
               of the Notes of such series to be redeemed.

          (e)  If less than all of the Notes of any series are to be redeemed at
               the option of the Issuer, the particular Notes to be redeemed
               shall be selected not more than 60 days prior to the Redemption
               Date by the Indenture Trustee from the Outstanding Notes of such
               series not previously called for redemption, by such method as
               the Indenture Trustee shall deem fair and appropriate, acting in
               accordance with its obligations under this Indenture, and which
               may provide for the selection for redemption of portions of the
               principal amount of Notes of such series; PROVIDED, HOWEVER, that
               no such partial redemption shall reduce the portion of the
               principal amount of a Note of such series not redeemed to less
               than the minimum denomination for a Note of such series
               established in or pursuant to this Indenture. The Indenture
               Trustee shall promptly notify the Issuer and the Registrar (if
               other than itself) in writing of the Notes selected for
               redemption and, in the case of any Notes selected for partial
               redemption and the aggregate principal amount thereof to be
               redeemed. For all purposes of this Indenture, unless the context
               otherwise requires, all provisions relating to the redemption of
               Notes shall relate, in the case of any Notes redeemed or

                                       22
<Page>

               to be redeemed only in part, to the portion of the principal of
               such Notes which has been or is to be redeemed.

          (f)  Unless otherwise specified herein, in each applicable Note
               Certificate or in a Supplemental Indenture, the Issuer shall give
               a notice of redemption to each Holder of the Notes to be redeemed
               at the Issuer's option (i) in case of any redemption at the
               election of the Issuer, not more than 60 nor less than 30 days
               prior to the Redemption Date and (ii) in case of any mandatory
               redemption pursuant to Section 3.1(c), not more than 75 days nor
               less than 30 days prior to the Redemption Date; provided, in the
               case of any notice of redemption given pursuant to claim (ii),
               that no such notice of redemption may be given earlier than 90
               days prior to the earliest day on which the Issuer would become
               obligated to pay the applicable Additional Amounts were a payment
               in respect of Notes then due. Failure to give such notice to the
               Holder of any Note designated for redemption in whole or in part,
               or any defect in the notice to any such Holder, shall not affect
               the validity of the proceedings for the redemption of any other
               Note or any portion thereof.

          Any notice that is mailed to the Holder of any Notes in the manner
herein provided shall be conclusively presumed to have been duly given, whether
or not such Holder receives the notice.

          All notices of redemption shall state:

               (i)    the Redemption Date,

               (ii)   the Redemption Price,

               (iii)  in case of any redemption at the election of the Issuer,
                      if less than all Outstanding Notes of any series are to be
                      redeemed, the identification (and, in the case of partial
                      redemption, the principal amount) of the particular Note
                      or Notes to be redeemed,

               (iv)   in case any Note is to be redeemed in part only at the
                      election of the Issuer, the notice which relates to such
                      Note shall state that on and after the Redemption Date,
                      upon surrender of the Note Certificate representing such
                      Note, the Holder of such Note will receive, without
                      charge, a new Note Certificate representing an authorized
                      denomination of the principal amount of such Note
                      remaining unredeemed,

               (v)    that, on the Redemption Date, the Redemption Price shall
                      become due and payable upon each such Note or portion
                      thereof to be redeemed, and, if applicable, that interest
                      thereon shall cease to accrue on and after the Redemption
                      Date,

                                       23
<Page>

               (vi)   the place or places where each applicable Note Certificate
                      representing such Note or Notes is to be surrendered for
                      payment of the Redemption Price together with any unpaid
                      interest accrued thereon through the Redemption Date and
                      any Additional Amounts payable with respect thereto,

               (vii)  if applicable, in case of any redemption at the election
                      of the Issuer, that the redemption is for a sinking fund,
                      and

               (viii) the CUSIP number or any other numbers used to identify
                      such Notes.

          (g)  On or prior to any Redemption Date, the Issuer shall deposit,
               with respect to any Notes of a series called for redemption
               pursuant to this Section, with the Paying Agent an amount of
               money in the Specified Currency sufficient to pay the Redemption
               Price of, and (except if the Redemption Date shall be an Interest
               Payment Date, unless otherwise specified each applicable Note
               Certificate or Supplemented Indenture) any unpaid interest
               accrued through the Redemption Date on, and any Additional
               Amounts payable with respect to, all such Notes or portions
               thereof which are to be redeemed on the Redemption Date.

          (h)  The Notes to be redeemed shall, on the Redemption Date, become
               due and payable at the Redemption Price together with any unpaid
               interest accrued through the Redemption Date on, and any
               Additional Amounts payable with respect to, such Notes, and from
               and after such date (unless the Company shall default in the
               payment of the Redemption Price and any unpaid interest accrued
               on such Notes through the Redemption Date) such Notes shall cease
               to bear interest. Upon surrender of any Note Certificate for
               redemption of any Note or Notes represented thereby in accordance
               with the applicable notice of redemption, such Note shall be paid
               by the Issuer at the Redemption Price, together with any unpaid
               interest accrued thereon through the Redemption Date and any
               Additional Amounts payable with respect thereto; PROVIDED,
               HOWEVER, that, except as otherwise provided in or pursuant to
               this Indenture, each applicable Note Certificate or Supplemental
               Indenture, installments of interest on Notes, the Stated Maturity
               of which is on or prior to the Redemption Date, shall be payable
               to the Holders of such Notes, or one or more predecessor Notes,
               registered as such at the close of business on the Regular
               Interest Record Dates therefor according to their terms and the
               provisions of Section 3.1(b).

          (i)  If any Note called for redemption shall not be so paid upon
               surrender of the applicable Note Certificate for redemption, the
               principal and any premium, until paid, shall bear interest from
               the Redemption Date at the rate specified in each applicable Note
               Certificate or Supplemental Indenture.

                                       24
<Page>

          (j)  If applicable, the Issuer will comply with the requirements of
               Section 14(e) of the Exchange Act, and the rules promulgated
               thereunder, and any other securities laws or regulations in
               connection with any redemption or any repayment pursuant to
               Section 3.2 hereof of Notes at the option of the Holder or
               Holders thereof.

          Upon surrender of any Note Certificate for partial redemption of any
Note or Notes represented thereby in accordance with this Section, the Issuer
shall execute and the Indenture Trustee shall authenticate and deliver one or
more new Note Certificates of the same series of any authorized denomination
representing an aggregate principal amount equal to the unredeemed portion of
the applicable Note or Notes.

          SECTION 3.2   REPAYMENT AT THE OPTION OF THE HOLDER.

          (a)  If so specified in an applicable Note Certificate or Supplemental
               Indenture, the Holder or Holders of the Notes of a series may
               require the Issuer to repay the Notes of such series prior to
               their Stated Maturity Date in whole or from time to time in part
               in increments of $1,000 or any other integral multiple of an
               authorized denomination specified in the applicable Note
               Certificate or Supplemental Indenture (provided that any
               remaining principal amount thereof shall be at least $1,000 or
               other minimum authorized denomination applicable thereto).

          (b)  Notes of any series which are repayable at the option of the
               Holder or Holders thereof before their Stated Maturity Date shall
               be repaid in accordance with the terms of the Notes of such
               series.

          (c)  The repayment of any principal amount of Notes pursuant to any
               option of the applicable Holder or Holders to require repayment
               of any Notes before their Stated Maturity Date shall not operate
               as a payment, redemption or satisfaction of the indebtedness
               represented by such Notes unless and until Issuer, at its option,
               shall deliver or surrender the same to the Indenture Trustee with
               a directive that such Notes be cancelled.

          (d)  Notwithstanding anything to the contrary contained in this
               Section, in connection with any repayment of Notes, the Issuer
               may arrange for the purchase of any Notes by an agreement with
               one or more investment bankers or other purchasers to purchase
               such Notes by paying the Holder or Holders of such Notes on or
               before the close of business on the Repayment Date an amount not
               less than the Repayment Price payable by the Issuer on repayment
               of such Notes, and the obligation of the Issuer to pay the
               Repayment Price of such Notes shall be satisfied and discharged
               to the extent such payment is so paid by such purchasers.

          (e)  Any exercise of the repayment option will be irrevocable.

                                       25
<Page>

          SECTION 3.3   REPURCHASE OF NOTES.

          The Issuer may at any time purchase Notes at any price or prices in
the open market or otherwise. Notes by the Issuer may, at the Issuer's
discretion, be held by the Issuer, resold or surrendered to the Indenture
Trustee for cancellation pursuant to Section 2.9.

          SECTION 3.4   SINKING FUNDS.

          Unless otherwise provided in each applicable Note Certificate or
Supplemental Indenture no series of Notes will be subject to, or entitled to the
benefit of, any sinking fund.

                                    ARTICLE 4
            PAYMENTS; PAYING AGENTS AND CALCULATION AGENT; COVENANTS

          SECTION 4.1   PAYMENT OF PRINCIPAL AND INTEREST.

          (a)  The Issuer will for the benefit of each series of Notes duly and
               punctually pay or cause to be paid the principal of, any premium
               and interest on, and any Additional Amounts with respect to, each
               of the Notes of such series in accordance with the terms of the
               Notes of such series and this Indenture.

          (b)  Upon the receipt of the funds necessary therefor, the applicable
               Paying Agent shall duly and punctually make payments, payable on
               the Maturity Date, of principal in respect of, any premium and
               interest on, and any Additional Amounts payable with respect to,
               any Certificated Notes in immediately available funds against
               presentation and surrender of the applicable Definitive Security
               (and in the case of any repayment of a Note pursuant to Section
               3.2, upon submission of a duly completed election form at an
               office or agency of such Paying Agent maintained for such purpose
               pursuant to Section 4.2). Upon the receipt of the funds necessary
               therefor, the applicable Paying Agent shall duly and punctually
               make payments, payable on the Maturity Date, of principal of, any
               premium and interest on, and any Additional Amounts with respect
               to, a Certificated Note to the Person to whom payment of the
               principal thereof shall be made. The applicable Paying Agent
               (unless such Paying Agent is the Indenture Trustee) shall
               promptly forward each Definitive Security surrendered to it in
               connection with any payment pursuant to this Section for
               cancellation in accordance with Section 2.9. Upon the receipt of
               the funds necessary therefor, the applicable Paying Agent shall
               duly and punctually make payments of principal of, any premium
               and interest on, and any Additional Amounts in respect of,
               Certificated Notes payable on any date other than the Maturity
               Date by check mailed to the Holder (or to the first named of
               joint Holders) of such Certificated Note at the close of business
               on the applicable Regular Interest Record Date or Special
               Interest Record Date, as the case may be, at its address
               appearing in the applicable Note Register. Notwithstanding the
               foregoing, the applicable Paying

                                       26
<Page>

               Agent shall make payments of principal, any interest, any
               premium, and any Additional Amounts on any date other than the
               Maturity Date to each Holder (or to the first named of joint
               Holders) at the close of business on the applicable Regular
               Interest Record Date or Special Interest Record Date, as the case
               may be, of $10,000,000 (or, if the Specified Currency is other
               than United States dollars, the equivalent thereof in the
               particular Specified Currency) or more in aggregate principal
               amount of Certificated Notes (whether having identical or
               different terms and provisions) by wire transfer of immediately
               available funds if the applicable Holder has delivered
               appropriate wire transfer instructions in writing to the
               applicable Paying Agent not less than 15 days prior to the date
               on which the applicable payment of principal, interest, premium
               or Additional Amounts is scheduled to be made. Any wire transfer
               instructions received by the applicable Paying Agent shall remain
               in effect until revoked by the applicable Holder.

          (c)  Upon receipt of the funds necessary therefor, on the Maturity
               Date the applicable Paying Agent shall (in the absence of any
               other arrangements between the applicable Paying Agent and the
               applicable Holder) duly and punctually make payments, payable on
               the Maturity Date, of principal in respect of, any premium and
               interest payable on, and any Additional Amounts with respect to,
               any Book-Entry Notes to the Holder of such Book-Entry Notes at
               the close of business on the applicable Maturity Date by wire
               transfer of immediately available funds in accordance with the
               wire transfer instructions received from the applicable Holder
               against presentation and surrender of each Global Security
               representing such Book-Entry Notes. The applicable Paying Agent
               (unless such Paying Agent is the Indenture Trustee) shall
               promptly forward to the Indenture Trustee each Global Security
               surrendered to it in connection with any payment pursuant to this
               section for cancellation in accordance with Section 2.9. Provided
               it has received the funds necessary therefor in accord with
               Section 4.5(b), the applicable Paying Agent shall duly and
               punctually make payments of principal of, any premium and
               interest on, and any Additional Amounts in respect of, any
               Book-Entry Notes payable on any date other than the Maturity Date
               to the Holder of such Book-Entry Notes by 11:00 a.m. (New York
               City time) on the applicable Regular Interest Record Date or
               Special Interest Record Date, as the case may be, by wire
               transfer of immediately available funds in accordance with the
               wire transfer instructions received from the applicable Holder.
               Any wire transfer instruction received by the applicable Paying
               Agent shall remain in effect until revoked by the applicable
               Holder.

          (d)  Unless otherwise specified in the applicable Note Certificate or
               Supplemental Indenture, the Issuer shall be obligated to make, or
               cause to be made, payments of principal of, any premium and
               interest on, and any Additional Amounts with respect to, a
               Foreign Currency Note in the Specified Currency. Any amounts so
               payable by the Issuer in the

                                       27
<Page>

               Specified Currency will be converted by the exchange rate agent
               named in the applicable Note Certificate or Supplemental
               Indenture (the "EXCHANGE RATE AGENT") into United States dollars
               for payment to the Holder or Holders thereof unless otherwise
               specified in the applicable Note Certificate or Supplemental
               Indenture or a Holder elects to receive such amounts in the
               Specified Currency as provided below.

          (e)  Any United States dollar amount to be received by the Holder or
               Holders of a series of Foreign Currency Notes will be based on
               the highest bid quotation in The City of New York received by the
               Exchange Rate Agent at approximately 11:00 a.m. (New York City
               time) on the second Business Day preceding the applicable payment
               date from three recognized foreign exchange dealers (one of whom
               may be the Exchange Rate Agent) selected by the Exchange Rate
               Agent and approved by the Issuer for the purchase by the quoting
               dealer of the Specified Currency for United States dollars for
               settlement on that payment date in the aggregate amount of the
               Specified Currency payable to all Holder or Holders of such
               series of Foreign Currency Notes scheduled to receive United
               States dollar payments and at which the applicable dealer commits
               to execute a contract. All currency exchange costs will be borne
               by the relevant Holder or Holders of such series of Foreign
               Currency Notes by deductions from any payments. If three bid
               quotations are not available, payments will be made in the
               Specified Currency.

          (f)  Holders of Foreign Currency Notes may elect to receive all or a
               specified portion of any payment of principal and/or any
               interest, premium and Additional Amounts in the Specified
               Currency by submitting a written request to the Indenture Trustee
               at its Corporate Trust Office in The City of New York on or prior
               to the applicable Regular Interest Record Date or Special
               Interest Record Date or at least fifteen calendar days prior to
               the Maturity Date, as the case may be. Such written request may
               be mailed or hand delivered or sent by cable, telex or other form
               of facsimile transmission. Such election will remain in effect
               until revoked by written notice delivered to the Indenture
               Trustee on or prior to the applicable Regular Interest Record
               Date or Special Interest Record Date or at least fifteen calendar
               days prior to the Maturity Date, as the case may be.

          (g)  Unless otherwise specified in an applicable Note Certificate or
               Supplemental Indenture, an Entitlement Holder with respect to a
               Foreign Currency Note represented by a Global Security which
               elects to receive payments of principal, and/or any interest,
               premium and Additional Amounts in the Specified Currency must
               notify, or cause the notification of the applicable Depositary of
               its election on or prior to the third Business Day after the
               applicable Regular Interest Record Date or Special Interest
               Record Date, or at least twelve calendar days prior to the
               Maturity Date, as the case may be, and the Depositary will notify
               the Indenture Trustee of that election on or prior to the fifth
               Business Day after the applicable

                                       28
<Page>

               Regular Interest Record Date or Special Interest Record Date, or
               at least 10 calendar days prior to the Maturity Date, as the case
               may be. If complete instructions are received by the Depositary
               and by the Indenture Trustee, on or prior to such dates, then the
               applicable beneficial owner will receive payments in the
               Specified Currency.

          (h)  If the Specified Currency for Foreign Currency Notes is not
               available for any required payment of principal and/or any
               interest, premium and Additional Amounts due to the imposition of
               exchange controls or other circumstances beyond the Issuer's
               control, the Issuer will be entitled to satisfy its obligations
               with respect to such Foreign Currency Notes by making payments in
               United States dollars on the basis of the Market Exchange Rate,
               computed by the Exchange Rate Agent as described above, on the
               second Business Day prior to the particular payment or, if the
               Market Exchange Rate is not then available, on the basis of the
               most recently available Market Exchange Rate.

          (i)  All determinations made by the Exchange Rate Agent shall be at
               its sole discretion and shall, in the absence of manifest error,
               be conclusive for all purposes and binding on the Holder or
               Holders of Foreign Currency Notes and any applicable Entitlement
               Holders.

          SECTION 4.2   OFFICES FOR PAYMENTS, ETC. So long as any of the Notes
of any series remain Outstanding, the Issuer will maintain in New York and in
any other city that may be required by any stock exchange on which the Notes of
such series may be listed, and in any city specified in the Note Certificate or
Supplemental Indenture for such series of Notes the following: (i) an office or
agency where the Notes of such series may be presented for payment, (ii) an
office or agency where the Notes of such series may be presented for
registration of transfer and for exchange as provided in this Indenture and
(iii) an office or agency where notices and demands to or upon the Issuer in
respect of the Notes of such series or of this Indenture may be served. The
Issuer will give to the Indenture Trustee written notice of the location of any
such office or agency and of any change of location thereof. The Issuer hereby
initially designates the Corporate Trust Office of the Indenture Trustee as the
office or agency for each such purpose. In case the Issuer shall fail to
maintain any such office or agency or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the Corporate Trust Office.

          SECTION 4.3   PAYMENT DATE NOT A BUSINESS DAY. Unless otherwise
specified in a Note Certificate or Supplemental Indenture for any series of
Notes, if the date on which any principal, interest, premium, Additional Amounts
or other payment obligation is due falls on a day that is not a Business Day,
the Issuer will have until the next succeeding Business Day to satisfy its
payment obligation and any such payment shall be given the same force and effect
as if made on the date on which such principal, interest, premium, Additional
Amounts or other payment obligation was due and no additional interest shall
accrue as a result of payment on such succeeding Business Day.

                                       29
<Page>

          SECTION 4.4   APPOINTMENT TO FILL A VACANCY IN OFFICE OF INDENTURE
TRUSTEE. The Issuer, whenever necessary to avoid or fill a vacancy in the office
of Indenture Trustee, will appoint, in the manner provided in Section 6.8, a
trustee, so that there shall at all times be a trustee hereunder.

          SECTION 4.5   PAYING AGENTS.

          (a)  The Issuer hereby appoints the Indenture Trustee as Paying Agent
               with respect to each series of Notes and the Indenture Trustee
               hereby accepts such appointment. The Indenture Trustee, in its
               capacity as Paying Agent, hereby agrees, and, whenever the Issuer
               shall appoint a Paying Agent other than the Indenture Trustee
               with respect to the Notes of any series, the Issuer will cause
               such Paying Agent to execute and deliver to the Issuer and the
               Indenture Trustee an instrument in which such Paying Agent shall
               agree with the Issuer and the Indenture Trustee, subject to the
               provisions of this Section, that it will:

               (i)    hold all sums received by it as such agent for the payment
                      of the principal of, any premium or interest on, or any
                      Additional Amounts with respect to, the Notes of such
                      series (whether such sums have been paid to it by the
                      Funding Agreement Provider, Issuer or by any other obligor
                      on the Notes of such series) == in trust for the benefit
                      of each Holder of the Notes of such series and will (and
                      will cause each of its agents and Affiliates to) deposit
                      all cash amounts received by it (or such agents or
                      Affiliates, as applicable) that are derived from the
                      applicable Collateral for any series of Notes for the
                      benefit of the Holders of such series of Notes in a
                      segregated account maintained or controlled by the
                      Indenture Trustee, consistent with the rating of the
                      Outstanding Notes of such series;

               (ii)   give the Indenture Trustee notice of any failure by the
                      Issuer (or by any other obligor on the Notes of such
                      series) to make any payment of the principal of, any
                      premium and interest on, or any Additional Amounts with
                      respect to, the Notes of such series when the same shall
                      be due and payable;

               (iii)  pay any such sums so held in trust by it to the Indenture
                      Trustee upon the Indenture Trustee's written request at
                      any time during the continuance of the failure referred to
                      in clause (ii) above;

               (iv)   in the absence of the failure referred in clause (ii)
                      above, pay any such sums so held in trust by it in
                      accordance with this Indenture and the terms of the
                      applicable Notes; and

               (v)    comply with all agreements of Paying Agents in, and
                      perform all functions and obligations imposed on Paying
                      Agents by or

                                       30
<Page>

                      pursuant to, this Indenture and each applicable Note
                      Certificate or Supplemental Indenture.

          (b)  The Issuer will, at or prior to 9:30 a.m. (New York City time)
               each due date of the principal of, any premium and interest on,
               or any Additional Amounts with respect to, the Notes of such
               series, deposit or cause to be deposited with the applicable
               Paying Agent a sum sufficient to pay such principal, any interest
               or premium, and any Additional Amounts, and (unless such Paying
               Agent is the Indenture Trustee) the Issuer will promptly notify
               the Indenture Trustee of any failure to take such action.

          (c)  If the Issuer shall act as its own Paying Agent, it will, on or
               before each due date of the principal of. any premium and
               interest on, or any Additional Amounts with respect to, the Notes
               of such series, set aside, segregate and hold in trust for the
               benefit of each Holder of the Notes of such series a sum
               sufficient to pay such principal, interest, premium or Additional
               Amounts so becoming due and will deposit all such cash amounts in
               a segregated account maintained or controlled by the Indenture
               Trustee, consistent with the rating of the Outstanding Notes of
               such series. The Issuer will promptly notify the Indenture
               Trustee of any failure to take such action.

          (d)  Anything in this Section to the contrary notwithstanding, the
               Issuer may at any time, for the purpose of obtaining a
               satisfaction and discharge of one or more or all series of Notes
               hereunder or for any other reason, pay or cause to be paid to the
               Indenture Trustee all sums held in trust for any such series by
               the Issuer or any Paying Agent hereunder, as required by this
               Section, such sums to be held by the Indenture Trustee upon the
               trusts contained herein; PROVIDED, HOWEVER, in order to obtain
               such satisfaction or discharge of such series of Notes, that such
               sums paid to the Indenture Trustee must be at least equal in
               amounts due and owing on such series of Notes.

          (e)  Anything in this Section to the contrary notwithstanding, the
               agreement to hold sums in trust as provided in this Section are
               subject to the provisions of Sections 11.3 and 11.4.

          (f)  The applicable Paying Agent shall (i) collect all forms from
               Holders of Notes (or from such other Persons as are relevant)
               that are required to exempt payments under the Notes and/or the
               related Funding Agreements from United States Federal income tax
               withholding, (ii) withhold and pay over to the Internal Revenue
               Service or other taxing authority with respect to payments under
               the Notes any amount of taxes required to be withheld by any
               United States Federal, state or local statute, rule or regulation
               and (iii) forward copies of such forms to the Issuer and the
               Funding Agreement Provider.

                                       31
<Page>

          (g)  Each Paying Agent shall forward to the Issuer at least monthly a
               bank statement in its possession with respect to the performance
               of its functions and obligations with respect to any Notes.

          (h)  The Issuer shall pay the compensation of each Paying Agent at
               such rates as shall be agreed upon in writing by the Issuer and
               the relevant Paying Agent from time to time and shall reimburse
               each Paying Agent for reasonable expenses properly incurred by
               such Paying Agent in connection with the performance of its
               duties upon receipt of such invoices as the Issuer shall
               reasonably require.

          (i)  Subject as provided below, each Paying Agent may at any time
               resign as Paying Agent by giving not less than 60 days' written
               notice to the Issuer and the Indenture Trustee (unless the
               Indenture Trustee is such Paying Agent) of such intention on it
               part, specifying the date on which its resignation shall become
               effective. Except as provided below, the Issuer may remove a
               Paying Agent by giving not less than 20 days' written notice
               specifying such removal and the date when it shall become
               effective. Any such resignation or removal shall take effect
               upon:

               (i)    the appointment by the Issuer as hereinafter provided of a
                      successor Paying Agent; and

               (ii)   the acceptance of such appointment by such successor
                      Paying Agent,

               PROVIDED that with respect to any Paying Agent who fails duly to
               pay any amounts when due and payable with respect to any Notes,
               any such removal will take effect immediately upon such
               appointment of, and acceptance thereof by, a successor Paying
               Agent approved by the Indenture Trustee (unless the Indenture
               Trustee is such Paying Agent), in which event notice of such
               appointment shall be given to each Holder of the Notes as soon as
               practicable thereafter. The Issuer agrees with each Paying Agent
               that if, by the day falling 10 days before the expiration of any
               notice given pursuant to this Section 4.5(i), the Issuer has not
               appointed a replacement Paying Agent, then the Paying Agent shall
               be entitled, on behalf of the Issuer, to appoint in its place a
               reputable financial institution of good standing reasonably
               acceptable to the Issuer and the Indenture Trustee (unless the
               Indenture Trustee is such Paying Agent); PROVIDED, however, that
               notwithstanding the foregoing, the resignation or removal of the
               relevant Paying Agent shall not be effective unless, upon the
               expiration of the notice given pursuant to this Section 4.5(i),
               the successor Paying Agent shall have accepted its appointment.
               Upon its resignation or removal becoming effective, the retiring
               Paying Agent shall be entitled to the payment of its compensation
               and reimbursement of all expenses incurred by such retiring
               Paying Agent pursuant to Section 4.5(h) hereof up to the
               effective date of such resignation or removal.

                                       32
<Page>

          (j)  If at any time a Paying Agent shall resign or be removed, or
               shall become incapable of acting with respect to any applicable
               series of Notes, or shall be adjudged as bankrupt or insolvent,
               or a receiver or liquidator of such Paying Agent or of its
               property shall be appointed, or any public officer shall take
               charge or control of such Paying Agent or its property or affairs
               for the purpose of rehabilitation, conservation or liquidation,
               then a successor Paying Agent shall be appointed by the Issuer by
               an instrument in writing filed with the successor Paying Agent.
               Upon any such appointment of, and the acceptance of such
               appointment by, a successor Paying Agent and (except in cases of
               removal for failure to timely pay any amounts as required by or
               pursuant to this Indenture or an applicable Note Certificate or
               Supplemental Indenture) the giving of notice to each Holder of
               the Notes, the retiring Paying Agent shall cease to be Paying
               Agent hereunder.

          (k)  Any successor Paying Agent appointed hereunder shall execute and
               deliver to its predecessor, the Issuer and the Indenture Trustee
               (unless the Indenture Trustee is such Paying Agent) a reasonably
               acceptable instrument accepting such appointment hereunder, and
               thereupon such successor Paying Agent, without any further act,
               deed or conveyance, shall become vested with all the authority,
               rights, powers, trusts, immunities, duties and obligations of
               such predecessor with like effect as if originally named as a
               Paying Agent hereunder, and such predecessor, upon payment of any
               amounts due pursuant to Section 4.5(h) and unpaid, shall
               thereupon become obliged to transfer and deliver, and such
               successor Paying Agent shall be entitled to receive, copies of
               any relevant records maintained by such predecessor Paying Agent.

          (l)  Any corporation into which a Paying Agent may be merged or
               converted or with which it may be consolidated or any corporation
               resulting from any merger, conversion or consolidation to which
               such Paying Agent shall be a party, or any corporation succeeding
               to all or substantially all of the paying agency business of such
               Paying Agent shall be a successor Paying Agent under this
               Indenture without the execution or filing of any paper or any
               further act on the part of any of the parties hereto, anything
               herein to contrary notwithstanding. At least 30 days' prior
               notice of any such merger, conversion or consolidation shall be
               given to the Issuer and the Indenture Trustee (unless the
               Indenture Trustee is such Paying Agent).

          SECTION 4.6   CALCULATION AGENT.

          (a)  The Issuer hereby appoints the Indenture Trustee as Calculation
               Agent with respect to each series of Notes, and the Indenture
               Trustee hereby accepts such appointment.

          (b)  The relevant Calculation Agent shall, in relation to any relevant
               Notes, perform all functions and obligations imposed on such
               Calculation Agent

                                       33
<Page>

               by or pursuant to this Indenture, and each applicable Note
               Certificate or Supplemental Indenture.

          (c)  Each Calculation Agent, excluding the Indenture Trustee, shall
               forward to the Issuer at least monthly a report providing details
               with respect to the performance of its functions and obligations
               with respect to any Notes which shall include dates and amounts
               of forthcoming payments with respect to the Notes.

          (d)  The relevant Calculation Agent shall, upon the request of any
               relevant Holder of the relevant Notes, provide the interest rate
               then in effect and, if determined, the interest rate that will
               become effective as a result of a determination made for the next
               succeeding Interest Reset Date with respect to the particular
               series of Notes. (e) All determinations of interest by the
               Calculation Agent shall, in the absence of manifest errors, be
               conclusive for all purposes and binding on the Holders of the
               applicable Notes.

          (f)  The Issuer shall pay the compensation of each Calculation Agent
               at such rates as shall be agreed upon in writing by the Issuer
               and the relevant Calculation Agent from time to time and shall
               reimburse each Calculation Agent for reasonable expenses properly
               incurred by such Calculation Agent in connection with the
               performance of its duties upon receipt of such invoices as the
               Issuer shall reasonably require.

          (g)  Subject as provided below, each Calculation Agent may at any time
               resign as Calculation Agent by giving not less than 60 days'
               written notice to the Issuer and the Indenture Trustee (unless
               the Indenture Trustee is such Calculation Agent) of such
               intention on it part, specifying the date on which its
               resignation shall become effective. Except as provided below, the
               Issuer may remove a Calculation Agent by giving not less than 20
               days' written notice specifying such removal and the date when it
               shall become effective. Any such resignation or removal shall
               take effect upon:

               (i)    the appointment by the Issuer as hereinafter provided of a
                      successor Calculation Agent; and

               (ii)   the acceptance of such appointment by such successor
                      Calculation Agent,

               PROVIDED that with respect to any Calculation Agent who fails
               duly to establish the interest rate or amount for any Interest
               Reset Period, any such removal will take effect immediately upon
               such appointment of, and acceptance thereof by, a successor
               Calculation Agent approved by the Indenture Trustee (unless the
               Indenture Trustee is such Calculation Agent), in which event
               notice of such appointment shall be given to each Holder of the
               Notes as soon as practicable thereafter. The Issuer agrees

                                       34
<Page>

               with each Calculation Agent that if, by the day falling 10 days
               before the expiration of any notice given pursuant to this
               Section 4.6(g), the Issuer has not appointed a replacement
               Calculation Agent, then the Calculation Agent shall be entitled,
               on behalf of the Issuer, to appoint in its place a reputable
               financial institution of good standing reasonably acceptable to
               the Issuer and the Indenture Trustee (unless the Indenture
               Trustee is such Calculation Agent); PROVIDED, however, that
               notwithstanding the foregoing, the resignation or removal of the
               relevant Calculation Agent shall not be effective unless, upon
               the expiration of the notice given pursuant to this Section
               4.6(g), the successor Calculation Agent shall have accepted its
               appointment. Upon its resignation or removal becoming effective,
               the retiring Calculation Agent shall be entitled to the payment
               of its compensation and reimbursement of all expenses incurred by
               such retiring Calculation Agent pursuant to Section 4.6(f) hereof
               up to the effective date of such resignation or removal.

          (h)  If at any time a Calculation Agent shall resign or be removed, or
               shall become incapable of acting with respect to any applicable
               series of Notes, or shall be adjudged as bankrupt or insolvent,
               or a receiver or liquidator of such Calculation Agent or of its
               property shall be appointed, or any public officer shall take
               charge or control of such Calculation Agent or its property or
               affairs for the purpose of rehabilitation, conservation or
               liquidation, then a successor Calculation Agent shall be
               appointed by the Issuer by an instrument in writing filed with
               the successor Calculation Agent. Upon any such appointment of,
               and the acceptance of such appointment by, a successor
               Calculation Agent and (except in cases of removal for failure to
               establish the amount of interest) the giving of notice to each
               Holder of the Notes, the retiring Calculation Agent shall cease
               to be Calculation Agent hereunder.

          (i)  Any successor Calculation Agent appointed hereunder shall execute
               and deliver to its predecessor, the Issuer and the Indenture
               Trustee (unless the Indenture Trustee is such Calculation Agent)
               a reasonably acceptable instrument, accepting such appointment
               hereunder, and thereupon such successor Calculation Agent,
               without any further act, deed or conveyance, shall become vested
               with all the authority, rights, powers, trusts, immunities,
               duties and obligations of such predecessor with like effect as if
               originally named as a Calculation Agent hereunder, and such
               predecessor, upon payment of any amounts due pursuant to Section
               4.6(f) and unpaid, shall thereupon become obliged to transfer and
               deliver, and such successor Calculation Agent shall be entitled
               to receive, copies of any relevant records maintained by such
               predecessor Calculation Agent.

          (j)  Any corporation into which a Calculation Agent may be merged or
               converted or with which it may be consolidated or any corporation
               resulting from any merger, conversion or consolidation to which
               such Calculation Agent shall be a party, or a corporation
               succeeding to all or

                                       35
<Page>

               substantially all of the paying agency business of such
               Calculation Agent shall be a successor Calculation Agent under
               this Indenture without the execution or filing of any paper or
               any further act on the part of any of the parties hereto,
               anything herein to the contrary notwithstanding. At least 30
               days' prior notice of any such merger, conversion or
               consolidation shall be given to the Issuer and the Indenture
               Trustee (unless the Indenture Trustee is such Calculation Agent).

          SECTION 4.7   CERTIFICATE TO INDENTURE TRUSTEE. The Issuer will
furnish to the Indenture Trustee on or before - in each year (beginning with -)
a brief certificate (which need not comply with Section 13.5) as to its
knowledge of the Issuer's compliance with all conditions and covenants under the
Indenture (such compliance to be determined without regard to any period of
grace or requirement of notice provided under the Indenture).

          SECTION 4.8   NEGATIVE COVENANTS. So long as any Notes of any series
are Outstanding, the Issuer will not, except as otherwise expressly permitted
hereunder or under the Trust Agreement:

               (i)    sell, transfer, exchange, assign, lease, convey or
                      otherwise dispose of any of its assets (whenever
                      acquired), including, without limitation, any portion of
                      the Collateral securing its Obligations under the Notes of
                      any series and this Indenture;

               (ii)   engage in any business or activity other than in
                      connection with, or relating to the execution and delivery
                      of, and the performance of its obligations under, the
                      Trust Agreement, the Indenture, the Administrative
                      Services Agreement, the Distribution Agreement, the
                      Support and Expenses Agreement and each Funding Agreement;
                      the issuance and sale of any Notes pursuant to the
                      Indenture; holding the Deposit for the benefit of the
                      Trust Beneficial Owner; and the transactions contemplated
                      by, and the activities necessary or incidental to, any of
                      the foregoing;

               (iii)  incur, directly or indirectly, any Debt except for the
                      Notes or as otherwise contemplated hereunder or under the
                      Trust Agreement;

               (iv)   (A) permit the validity or effectiveness of this Indenture
                      or the Security Interest securing the Notes of any series
                      to be impaired, or permit such Security Interest to be
                      amended, hypothecated, subordinated, terminated or
                      discharged, (B) permit any Person to be released from any
                      covenants or obligations under any Funding Agreement
                      securing the Notes of any series, except as expressly
                      permitted thereunder, under the Indenture, the Trust
                      Agreement, or each applicable Funding Agreement, (C)
                      create, incur, assume, or permit any Lien or other
                      encumbrance (other than the Security Interests securing
                      the Notes of each series) on any of its properties or
                      assets now owned or hereafter acquired, or any interest
                      therein

                                       36
<Page>

                      or the proceeds thereof, or (D) permit a lien with respect
                      to the Collateral not to constitute a valid first priority
                      perfected security interest in the Collateral securing the
                      Notes of any series;

               (v)    amend, modify or fail to comply with any material
                      provision of the Trust Agreement, except for any amendment
                      or modification of the Trust Agreement expressly permitted
                      thereunder or under this Indenture or the relevant Funding
                      Agreement;

               (vi)   own any subsidiary or lend or advance any funds to, or
                      make any investment in, any Person, except for the
                      investment of any funds of the Issuer held by the
                      Indenture Trustee, a Paying Agent (whether with respect to
                      the Notes of any series or other securities of the
                      Issuer), the Delaware Trustee or the Administrator as
                      provided in this Indenture or the Trust Agreement;

               (vii)  directly or indirectly declare or pay a distribution or
                      make any distribution or other payment, or redeem or
                      otherwise acquire or retire for value any securities other
                      than the Notes, PROVIDED that the Issuer may declare or
                      pay a distribution or make any distribution or other
                      payment to the Trust Beneficial Owner in compliance with
                      the Trust Agreement if the Issuer has paid or made
                      provision for the payment of all amounts due to be paid on
                      the Notes, and pay all of its debt, liabilities,
                      obligations and expenses, the payment of which is provided
                      for under the Support and Expenses Agreement;

               (viii) become required to register as an "investment company"
                      under and as such term is defined in the Investment
                      Company Act of 1940, as amended;

               (ix)   enter into any transaction of merger or consolidation, or
                      liquidate or dissolve itself (or, to the fullest extent
                      permissible by law, suffer any liquidation or
                      dissolution), or acquire by purchase or otherwise all or
                      substantially all the business or assets of, or any stock
                      or other evidence of beneficial ownership of, any Person;

               (x)    take any action that would cause the Issuer or any series
                      of the Issuer not to be either ignored or treated as a
                      grantor trust for United States Federal income tax
                      purposes;

               (xi)   issue any Notes unless the Funding Agreement Provider has
                      affirmed in writing to the Issuer that it has made changes
                      to its books and records to reflect the grant of a
                      security interest in, and the making of an assignment for
                      collateral purposes of, the relevant Funding Agreement by
                      the Issuer to the Indenture Trustee in accordance with the
                      terms of such Funding Agreement and the

                                       37
<Page>

                      Issuer has taken such other steps as may be necessary to
                      cause the Security Interest in or assignment for all
                      collateral purposes of, the relevant Collateral to be
                      perfected for purposes of the UCC or effective against its
                      creditors and subsequent purchasers of such Collateral
                      pursuant to insurance or other state laws;

               (xii)  make any deduction or withholding from any payment of
                      principal of or interest on any series of Notes (other
                      than amounts that may be required to be withheld or
                      deducted from such payments under the Code or any other
                      applicable tax law) by reason of the payment of any taxes
                      levied or assessed upon any portion of any relevant
                      Collateral except to the extent specified in this
                      Indenture or the applicable Note Certificate or
                      Supplemental Indenture;

               (xiii) have any employees other than the Delaware Trustee and
                      Administrator or any other persons necessary to conduct
                      its business and enter into transactions contemplated
                      under this Indenture, the Trust Agreement, the
                      Administrative Agreement, the Distribution Agreement, the
                      Support and Expenses Agreement or any Funding Agreement;

               (xiv)  have an interest in any bank account other than the
                      accounts required under this Indenture, the Trust
                      Agreement, the Distribution Agreement or any Funding
                      Agreement and those accounts expressly permitted by the
                      Indenture Trustee; provided that any such further accounts
                      or such interest of the series of the Trust therein shall
                      be charged or otherwise secured in favor of the Indenture
                      Trustee on terms acceptable to such Indenture Trustee;

               (xv)   permit any Affiliate, employee or officer of the Funding
                      Agreement Provider or any Agent to be a trustee of Issuer;
                      or

               (xvi)  commingle the assets of any series of the Issuer with any
                      assets of any other series of the Issuer or any assets of
                      any series of the Issuer with any assets of any of the
                      Issuer's Affiliates, or guarantee any obligation of any of
                      the Issuer's Affiliates.

          SECTION 4.9   ADDITIONAL AMOUNTS.

          If any Notes of a series provide for the payment of Additional
Amounts, the Issuer agrees to pay to the Holder of any such Note Additional
Amounts as provided in a Note Certificate or Supplemental Indenture for such
Notes. Whenever in this Indenture there is mentioned, in any context, the
payment of the principal of, or interest or premium on, or in respect of, any
Note of any series or the net proceeds received on the sale or exchange of any
Note of any series, such reference shall be deemed to include reference to the
payment of Additional Amounts provided by the terms of such series established
hereby or pursuant hereto to the extent that, in such context, Additional
Amounts are, were or would be payable in respect

                                       38
<Page>

thereof pursuant to such terms, and express reference to the payment of
Additional Amounts in any provision hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express reference is
not made.

          If the Notes of a series provide for the payment of Additional
Amounts, the Note Certificate or Supplemental Indenture for such Notes will
provide that Issuer will pay, or cause to be paid, Additional Amounts to a
Holder of Notes to compensate for any withholding or deduction for or on account
of any present or future taxes, duties, levies, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of any governmental
authority in the United States having the power to tax, so that the net amount
received by the Holder of the Notes, after giving effect to such withholding or
deduction, whether or not currently payable, will equal the amount that would
have been received under the Notes were no such deduction or withholding
required; provided that no such Additional Amounts shall be required for or on
account of:

          (a)  any tax, duty, levy, assessment or other governmental charge
               imposed which would not have been imposed but for a Holder or
               beneficial owner of one or more of the Notes, (i) having any
               present or former connection with the United States, including,
               without limitation, being or having been a citizen or resident
               thereof, or having been present, having been incorporated in,
               having engaged in a trade or business or having (or having had) a
               permanent establishment or principal office therein, (ii) being a
               controlled foreign corporation for United States federal income
               tax purposes within the meaning of Section 957(a) of the Code
               related within the meaning of Section 864(d)(4) of the Code, to
               the Funding Agreement Provider, (iii) being a bank for United
               States federal income tax purposes whose receipt of interest on
               the Note is described in Section 881(c)(3)(A) of the Code, (iv)
               being an actual or constructive owner of 10 percent or more of
               the total combined voting power of all classes of stock of the
               Funding Agreement Provider entitled to vote within the meaning of
               Section 871(h)(3) of the Code and Treasury Regulations
               promulgated thereunder or (v) being subject to backup withholding
               as of the date of purchase by a beneficial owner or such Holder
               of Notes;

          (b)  any tax, duty, levy, assessment or other governmental charge
               imposed which would not have been imposed but for the
               presentation of the Note (where presentation is required) for
               payment on a date more than 30 days after the date on which such
               payment becomes due and payable or the date on which payment is
               duly provided for, whichever occurs later;

          (c)  any tax, duty, levy, assessment or other governmental charge
               which is imposed or withheld solely by reason of the failure of
               the beneficial owner or a Holder of Notes to comply with
               certification, identification or information reporting
               requirements concerning the nationality, residence, identity or
               connection with the United States of the beneficial owner or a
               Holder of Notes, if compliance is required by statute, by
               regulation, judicial or administrative interpretation, or by an
               applicable income tax

                                       39
<Page>

               treaty to which the United States is a party as a condition to
               exemption from such tax, duty, levy, assessment or other
               governmental charge;

          (d)  any inheritance, gift, estate, personal property, sales, transfer
               tax or similar tax, duty levy, assessment, or similar
               governmental charge;

          (e)  any tax that is payable otherwise than by withholding from
               payments with respect to the Notes or any such indebtedness
               referred to above;

          (f)  any tax, duty, levy, assessment or other governmental charge
               imposed by reason of payments on the Notes being treated as
               contingent interest described in Section 871(h)(4) of the Code
               for United States federal income tax purposes;

          (g)  any tax, duty, levy, assessment or other governmental charge that
               would not have been imposed but for an election by the Holder of
               Note, the effect of which is to make payment in respect of the
               Notes subject to Untied States Federal income tax; or

          (h)  any combination of items (a), (b), (c), (d), (e), (f) or (g)
               above.

                                    ARTICLE 5
        REMEDIES OF THE INDENTURE TRUSTEE AND HOLDERS ON EVENT OF DEFAULT

          SECTION 5.1   EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY;
WAIVER OF DEFAULT.

          (a)  "EVENT OF DEFAULT" with respect to Notes of a particular series
               wherever used herein, means each of the following events which
               shall have occurred and be continuing (whatever the reason for
               such Event of Default and whether it shall be voluntary or
               involuntary or be effected by operation of law or pursuant to any
               judgment, decree or order of any court or any order, rule or
               regulation of any administrative or governmental body):

               (i)    default in the payment when due and payable of the
                      principal of, or any premium on, any Note of such series;

               (ii)   default in the payment, when due and payable, of any
                      interest on, or any Additional Amounts with respect to,
                      any Note of such series and continuance of such default
                      for a period of five Business Days;

               (iii)  any "Event of Default", as such term is defined in any
                      Funding Agreement securing the Notes of such series, by
                      the Funding Agreement Provider under such Funding
                      Agreement;

               (iv)   the Issuer shall fail to observe or perform any covenant
                      contained in the Notes of such series or in this Indenture
                      for a period of 30 days after the date on which written
                      notice specifying such failure,

                                       40
<Page>

                      stating that such notice is a "Notice of Default"
                      hereunder and demanding that the Issuer remedy the same,
                      shall have been given by registered or certified mail,
                      return receipt requested, to the Issuer by the Indenture
                      Trustee, or to the Issuer and the Indenture Trustee by the
                      Holder or Holders of at least 25% in aggregate principal
                      amount of the Notes of all series affected thereby at the
                      time Outstanding; or

               (v)    this Indenture for any reason shall cease to be in full
                      force and effect or shall be declared null and void, or
                      the Indenture Trustee shall fail to have or maintain a
                      validly created and first priority perfected security
                      interest (or the equivalent thereof) in the Collateral
                      securing the Notes of such series; or any Person shall
                      successfully claim, as finally determined by a court of
                      competent jurisdiction that any Lien for the benefit of
                      the Holders of the Notes of such series and any other
                      Person for whose benefit the Indenture Trustee is holding
                      the applicable series Collateral, that the relevant series
                      Collateral is void or is junior to any other Lien or that
                      the enforcement thereof is materially limited because of
                      any preference, fraudulent transfer, conveyance or similar
                      law;

               (vi)   an involuntary case or other proceeding shall be commenced
                      against the Issuer seeking liquidation, reorganization or
                      other relief with respect to it or its debts under any
                      bankruptcy, insolvency, reorganization or other similar
                      law now or hereafter in effect or seeking the appointment
                      of a trustee, receiver, liquidator, custodian or other
                      similar official of it or any substantial part of its
                      property, and such involuntary case or other proceeding
                      shall remain undismissed and unstayed for a period of 60
                      days; or an order for relief shall be entered against the
                      Issuer under the federal bankruptcy laws as now or
                      hereafter in effect;

               (vii)  the Issuer shall commence a voluntary case or other
                      proceeding seeking liquidation, reorganization or other
                      relief with respect to itself or its debts under any
                      bankruptcy, insolvency, reorganization or other similar
                      law now or hereafter in effect or seeking the appointment
                      of a trustee, receiver, liquidator, custodian or other
                      similar official of it or any substantial part of its
                      property, or shall consent to any such relief or to the
                      appointment of or taking possession by any such official
                      in an involuntary case or other proceeding commenced
                      against it, or shall make a general assignment for the
                      benefit of creditors, or shall fail generally to pay its
                      debts as they become due, or shall take any action to
                      authorize any of the foregoing; or

                                       41
<Page>

               (viii) any other Event of Default provided in any Supplemental
                      Indenture or in a Note Certificate representing the Notes
                      of such series.

          (b)  If one or more Events of Default shall have occurred and be
               continuing with respect to the Notes of such series, then, and in
               every such event, unless the principal of all of the Notes of
               such series shall have already become due and payable, either the
               Indenture Trustee or the Holder or Holders of not less than 25%
               in aggregate principal amount of the Notes of such series then
               Outstanding hereunder (each such series voting as a separate
               class) by notice in writing to the Issuer (and to the Indenture
               Trustee if given by such Holder or Holders), may declare the
               entire principal and premium (if any) of all the Notes of such
               series, any interest accrued thereon, and any Additional Amounts
               due and owing and any other amounts payable with respect thereto,
               to be due and payable immediately, and upon any such declaration
               the same shall become immediately due and payable; PROVIDED that,
               if any Event of Default specified in Section 5.1(a)(vi) or
               5.1(a)(vii) occurs with respect to the Issuer, or if any Event of
               Default specified in Section 5.1(a)(iii) that would cause any
               Funding Agreement securing the Notes of a series to become
               immediately due and payable occurs with respect to the Funding
               Agreement Provider, then without any notice to the Issuer or any
               other act by the Indenture Trustee or any Holder of any Notes of
               such series, the entire principal and premium (if any) of all the
               Notes of such series, any interest accrued thereon, and any
               Additional Amounts due and owing, and any other amounts payable
               with respect thereto, shall become immediately due and payable
               without presentment, demand, protest or other notice of any kind,
               all of which are hereby waived by the Issuer; and PROVIDED
               FURTHER that, if any Event of Default specified in Section
               5.1(a)(iii) or 5.1(a)(v) shall have occurred and is continuing
               with respect to all series of Notes then Outstanding, either the
               Indenture Trustee or the Holder or Holders of not less than 25%
               in aggregate principal amount of the Notes of all series then
               Outstanding hereunder (treated as a single class) by notice in
               writing to the Issuer (and to the Indenture Trustee if given by
               such Holder or Holders), may declare the entire principal and
               premium (if any) of all the Notes of all series and any interest
               accrued thereon, and any Additional Amounts due and owing and any
               other amounts payable with respect thereto, to be due and payable
               immediately, and upon any such declaration the same shall become
               immediately due and payable.

          (c)  Notwithstanding Section 5.1(b), if at any time after the
               principal of the Notes of such series, any interest accrued
               thereon, and any Additional Amounts due and owing and any other
               amounts payable with respect thereto (or all the Notes of all
               series if the second proviso of Section 5.1(b) is applicable)
               shall have been so declared due and payable and before any
               judgment or decree for the payment of the funds due shall have
               been obtained or entered as hereinafter provided, the Issuer
               shall pay or shall

                                       42
<Page>

               deposit with the Indenture Trustee a sum sufficient to pay all
               due and payable interest on, and any Additional Amounts due and
               owing and any other amounts payable with respect thereto, all the
               Notes of such series (or all the Notes of all series if the
               second proviso of Section 5.1(b) is applicable) and the principal
               and premium (if any) of any and all Notes of such series (or all
               the Notes of all series if the second proviso of Section 5.1(b)
               is applicable) which shall have become due and payable otherwise
               than by acceleration pursuant to Section 5.1(b) above (with
               interest on such principal and, to the extent that payment of
               such interest is enforceable under applicable law, on any overdue
               interest and any other amounts payable, at the same rate as the
               rate of interest specified in the Note Certificate representing
               the Notes of such series (or all the Notes of all series if the
               second proviso of Section 5.1(b) is applicable) to the date of
               such payment or deposit) and such amount as shall be sufficient
               to cover reasonable compensation to the Indenture Trustee and
               each predecessor Indenture Trustee, their respective agents,
               attorneys and counsel, and all other expenses and liabilities
               incurred, and all advances made, by the Indenture Trustee and
               each predecessor Indenture Trustee except as a result of
               negligence or bad faith, and if any and all Events of Default
               under this Indenture, other than the non-payment of the principal
               of and premium (if any) on the Notes of such series (or all the
               Notes of all series if the second proviso of Section 5.1(b) is
               applicable) which shall have become due by acceleration, shall
               have been cured, waived or otherwise remedied as provided herein,
               then and in every such case the Holder or Holders of a majority
               in aggregate principal amount of the Notes of such series then
               Outstanding, each voting as a separate class (or all the Notes of
               all series, all voting as a single class, if the second proviso
               of Section 5.1(b) is applicable), by written notice to the Issuer
               and to the Indenture Trustee, may waive all defaults and rescind
               and annul such declaration and its consequences, but no such
               waiver or rescission and annulment shall extend to or shall
               affect any subsequent default or shall impair any right
               consequent thereon.

          SECTION 5.2   COLLECTION OF INDEBTEDNESS BY INDENTURE TRUSTEE;
INDENTURE TRUSTEE MAY PROVE DEBT.

          (a)  Subject to Section 5.1(c), if any Event of Default contained in
               Section 5.1(a)(i) or (ii) shall have occurred and be continuing,
               the Issuer will, upon demand by the Indenture Trustee, pay to the
               Indenture Trustee for the benefit of each Holder of the Notes of
               any series the whole amount that then shall have become due and
               payable of the principal of, any premium and interest on, and any
               Additional Amounts due and owing and any other amounts payable
               with respect to, the Notes of such series (with interest to the
               date of such payment upon the overdue principal and, to the
               extent that payment of such interest is enforceable under
               applicable law, on overdue interest and any other amounts payable
               at the same rate as the rate of interest specified in the Notes
               of such series); and in addition thereto, such

                                       43
<Page>

               further amount as shall be sufficient to cover the costs and
               expenses of collection, including reasonable compensation to the
               Indenture Trustee and each predecessor Indenture Trustee, their
               respective agents, attorneys and counsel, and any expenses and
               liabilities incurred, and all advances made, by the Indenture
               Trustee and each predecessor Indenture Trustee except as a result
               of its negligence or bad faith.

          (b)  Until such demand is made by the Indenture Trustee, the Issuer
               may pay the principal of, any premium and interest on, and any
               Additional Amounts due and owing and any other amounts payable
               with respect to, the Notes of such series to the Holders, whether
               or not the Notes of such series be overdue.

          (c)  If the Issuer shall fail to pay such amounts upon such demand,
               the Indenture Trustee, in its own name and as trustee of an
               express trust, shall be entitled and empowered to institute any
               action or proceedings at law or in equity for the collection of
               the sums so due and unpaid, and may prosecute any such action or
               proceedings to judgment or final decree, and may enforce any such
               judgment or final decree against the Issuer or other obligor upon
               the Notes of such series and collect in the manner provided by
               law out of the property of the Issuer or other obligor upon the
               Notes of such series, wherever the funds adjudged or decreed to
               be payable are situated. If there shall be pending proceedings
               relative to the Issuer or any other obligor upon the Notes of
               such series under Title 11 of the United States Code or any other
               applicable Federal or state bankruptcy, insolvency or other
               similar law, or if a receiver, assignee or trustee in bankruptcy
               or reorganization, liquidator, sequestrator or similar official
               shall have been appointed for or taken possession of the Issuer
               or its property or such other obligor, or in case of any other
               comparable judicial proceedings relative to the Issuer or other
               obligor upon the Notes of such series, or to the creditors or
               property of the Issuer or such other obligor, the Indenture
               Trustee, irrespective of whether the principal of the Notes of
               such series shall then be due and payable as therein expressed or
               by declaration or otherwise and irrespective of whether the
               Indenture Trustee shall have made any demand pursuant to the
               provisions of this Section, shall be entitled and empowered, by
               intervention in such proceedings or otherwise:

               (i)    to file such proofs of a claim or claims and to file such
                      other papers or documents as may be necessary or advisable
                      in order to have the claims of the Indenture Trustee
                      (including any claim for reasonable compensation to the
                      Indenture Trustee and each predecessor Indenture Trustee,
                      and their respective agents, attorneys and counsel, and
                      for reimbursement of all expenses and liabilities
                      incurred, and all advances made, by the Indenture Trustee
                      and each predecessor Indenture Trustee, except as those
                      adjudicated in a court of competent jurisdiction to be the
                      result of any such

                                       44
<Page>

                      Indenture Trustee's negligence or bad faith) and of the
                      Holders allowed in any judicial proceedings relative to
                      the Issuer or other obligor upon the Notes of such series,
                      or to the creditors or property of the Issuer or such
                      other obligor,

               (ii)   unless prohibited by applicable law and regulations, to
                      vote on behalf of the Holders of the Notes of such series
                      in any election of a trustee or a standby trustee in
                      arrangement, reorganization, liquidation or other
                      bankruptcy or insolvency proceedings or Person performing
                      similar functions in comparable proceedings, and

               (iii)  to collect and receive any funds or other property payable
                      or deliverable on any such claims, and to distribute all
                      amounts received with respect to the claims of each Holder
                      and of the Indenture Trustee on each Holder's behalf; and
                      any trustee, receiver, or liquidator, custodian or other
                      similar official is hereby authorized by each Holder to
                      make payments to the Indenture Trustee, and, in the event
                      that the Indenture Trustee shall consent to the making of
                      payments directly to any Holder, to pay to the Indenture
                      Trustee such amounts as shall be sufficient to cover
                      reasonable compensation to the Indenture Trustee, each
                      predecessor Indenture Trustee and their respective agents,
                      attorneys and counsel, and all other expenses and
                      liabilities incurred, and all advances made, by the
                      Indenture Trustee and each predecessor Indenture Trustee
                      except as those adjudicated in a court of competent
                      jurisdiction to be the result of any such Indenture
                      Trustee's negligence or bad faith.

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

          (e)  All rights of action and of asserting claims under this
               Indenture, or under any of the Notes of such series, may be
               enforced by the Indenture Trustee without the possession of any
               of the Notes of such series or the production thereof on any
               trial or other proceedings relative thereto, and any such action
               or proceedings instituted by the Indenture Trustee shall be
               brought in its own name as trustee of an express trust, and any
               recovery of judgment, subject to the payment of the expenses,
               disbursements and compensation of the Indenture Trustee, each
               predecessor Indenture Trustee and their respective agents and
               attorneys, shall be for the ratable benefit of each Holder.

                                       45
<Page>

          (f)  In any proceedings brought by the Indenture Trustee (and also any
               proceedings involving the interpretation of any provision of this
               Indenture to which the Indenture Trustee shall be a party) the
               Indenture Trustee shall be held to represent every Holder of the
               Notes of such series, and it shall not be necessary to make any
               Holder of the Notes of such series party to any such proceedings.

          SECTION 5.3   APPLICATION OF PROCEEDS.

          (a)  Any funds collected by the Indenture Trustee following an Event
               of Default pursuant to this Article or otherwise under the
               Indenture and the applicable Supplemental Indenture, if any, in
               respect of the Notes of a series shall be applied in the
               following order at the date or dates fixed by the Indenture
               Trustee and, in case of the distribution of such funds on account
               of principal, any premium and interest and any Additional
               Amounts, upon presentation of the Note Certificate or
               Certificates representing the Notes of such series and the
               notation thereon of the payment if only partially paid or upon
               the surrender thereof if fully paid:

               FIRST: To the payment of costs and expenses, including reasonable
compensation to the Indenture Trustee and each predecessor Indenture Trustee and
their respective agents and attorneys and of all expenses and liabilities
incurred, and all advances made, by the Indenture Trustee and each predecessor
Indenture Trustee except as those adjudicated in a court of competent
jurisdiction to be the result of any such Indenture Trustee's negligence or bad
faith;

               SECOND: To the payment of principal, any premium and interest,
any Additional Amounts and any other amounts then due and owing on the Notes of
such series, ratably, without preference or priority of any kind, according to
the aggregate principal amounts due and payable on such Notes;

               THIRD: To the payment of any other Obligations then due and owing
with respect to such series of Notes, ratably, without preference or priority of
any kind; and

               FOURTH: To the payment of any remaining balance to the Issuer for
distribution by the Administrator in accordance with the Trust Agreement.

          (b)  Any funds collected by the Indenture Trustee where no Event of
               Default exists pursuant to Article 5 or otherwise under the
               Indenture and the applicable Supplemental Indenture, if any, in
               respect of Notes of a series shall be applied in the following
               order at the date or dates fixed by the Indenture Trustee and, in
               case of the distribution of such funds on account of principal,
               any premium and interest, and any Additional Amounts, upon
               presentation, if applicable, of the Note Certificate representing
               the Notes of such series and the notation thereon of the payment
               if only partially paid or upon the surrender thereof if fully
               paid:

                                       46
<Page>

               FIRST: To the payment of principal, any premium and interest, any
Additional Amounts, and any other amounts then due and owing on the Notes of
such series, ratably, without preference or priority of any kind, according to
the aggregate principal amounts due and payable on such Notes;

               SECOND: To the payment of any other Obligations then due and
owing with respect to such series of Notes, ratably, without preference or
priority of any kind; and

               THIRD: To the payment of any remaining balance to the Issuer for
distribution by the Administrator in accordance with the Trust Agreement.

          (c)  The Indenture Trustee may make distributions hereunder in cash or
               in kind or, on a ratable basis, in any combination thereof.

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

          SECTION 5.5   RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. If
the Indenture Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Indenture Trustee, then
and in every such case the Issuer and the Indenture Trustee shall be restored
respectively to their former positions and rights hereunder, and all rights,
remedies and powers of the Issuer, the Indenture Trustee and each Holder shall
continue as though no such proceedings had been taken.

          SECTION 5.6   LIMITATIONS ON SUITS BY HOLDERS. No Holder of any Note
of any series shall have any right by virtue or by availing of any provision of
this Indenture to institute any action or proceeding at law or in equity or in
bankruptcy or otherwise upon or under or with respect to this Indenture, or for
the appointment of a trustee, receiver, liquidator, custodian or other similar
official or for any other remedy hereunder, unless:

               (i)    such Holder has previously given written notice to the
                      Indenture Trustee of a continuing Event of Default;

               (ii)   the Holder or Holders of not less than 25% in aggregate
                      principal amount of the Notes of such series then
                      Outstanding shall have made written request to the
                      Indenture Trustee to institute proceedings in respect of
                      such Event of Default in its own name as the Indenture
                      Trustee hereunder and shall have offered to the Indenture
                      Trustee such reasonable indemnity as it may require

                                       47
<Page>

                      against the costs, expenses and liabilities to be incurred
                      therein or thereby;

               (iii)  the Indenture Trustee for 60 days after its receipt of
                      such notice, request and offer of indemnity shall have
                      failed to institute any such action or proceedings; and

               (iv)   no direction inconsistent with such written request shall
                      have been given to the Indenture Trustee during such
                      60-day period by the Holder or Holders of Notes
                      representing at least 66 2/3% of the aggregate principal
                      amount of the Notes of such series then Outstanding;

it being understood and intended, and being expressly covenanted by each Holder
of every Note of such series with each other Holder of any Note of such series
and the Indenture Trustee, that no Holder or Holders of Notes of such series
shall have any right in any manner whatever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holder of any Note of such series, or to obtain or seek to obtain priority
over or preference to any other Holder of any Note of such series or to enforce
any right under this Indenture, for the equal, ratable and common benefit of all
the Holders of the Notes of such series. For the protection and enforcement of
the provisions of this Section, each Holder and the Indenture Trustee shall be
entitled to such relief as can be given either at law or in equity.

          Notwithstanding any other provisions in this Indenture, however, the
right of any Holder of any Note, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any), and interest on, if any, and
Additional Amounts with respect to, if any, such Note, on or after the
respective due dates expressed in such Note, or to institute suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

          SECTION 5.7   POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER OF DEFAULT.

          (a)  Except as provided in Section 2.7, no right or remedy herein
               conferred upon or reserved to the Indenture Trustee or to any
               Holder is intended to be exclusive of any other right or remedy,
               and every right and remedy shall, to the extent permitted by law,
               be cumulative and in addition to every other right and remedy
               given hereunder or now or hereafter existing at law or in equity
               or otherwise. The assertion or employment of any right or remedy
               hereunder, or otherwise, shall not prevent the concurrent
               assertion or employment of any other appropriate right or remedy.

          (b)  No delay or omission of the Indenture Trustee or of any Holder of
               any Note of any series to exercise any right or power accruing
               upon any Event of Default occurring and continuing as aforesaid
               shall impair any such right or power or shall be construed to be
               a waiver of any such Event of Default or an acquiescence therein;
               and, subject to Section 5.6, every

                                       48
<Page>

               power and remedy given by this Indenture or by law to the
               Indenture Trustee or to any Holder may be exercised from time to
               time, and as often as shall be deemed expedient, by the Indenture
               Trustee or by such Holder.

          SECTION 5.8   CONTROL BY THE HOLDERS.

          (a)  The Holders of a majority in aggregate principal amount of the
               Notes of any series (with each series voting as a separate class)
               at the time Outstanding shall have the right to direct the time,
               method, and place of conducting any proceeding for any remedy
               available to the Indenture Trustee, or exercising any trust or
               power conferred on the Indenture Trustee by this Indenture,
               PROVIDED that:

               (i)    such direction shall not be otherwise than in accordance
                      with law and the provisions of this Indenture; and

               (ii)   subject to the provisions of Section 6.1, the Indenture
                      Trustee shall have the right to decline to follow any such
                      direction if the Indenture Trustee, being advised by
                      counsel, shall determine that the action or proceeding so
                      directed may not lawfully be taken or if the Indenture
                      Trustee in good faith by its board of directors, the
                      executive committee, or a trust committee of directors or
                      Responsible Officers of the Indenture Trustee shall
                      determine that the action or proceedings so directed would
                      involve the Indenture Trustee in personal liability or if
                      the Indenture Trustee in good faith shall so determine
                      that the actions or forbearances specified in or pursuant
                      to such direction shall be unduly prejudicial to the
                      interests of any Holder of any Note of all series so
                      affected not joining in the giving of said direction, it
                      being understood that (subject to Section 6.1) the
                      Indenture Trustee shall have no duty to ascertain whether
                      or not such actions or forbearances are unduly prejudicial
                      to such Holder.

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

          SECTION 5.9   WAIVER OF PAST DEFAULTS. Prior to the declaration of the
maturity of the Notes of any series as provided in Section 5.1, the Holder or
Holders of a majority in aggregate principal amount of the Notes of such series
at the time Outstanding (each such series voting as a separate class) may on
behalf of the Holders of all the Notes of such series waive any past default or
Event of Default hereunder and its consequences, except a default:

               (i)    in the payment of principal of, any premium or interest
                      on, or any Additional Amounts with respect to, any of the
                      Notes of such series; or

                                       49
<Page>

               (ii)   in respect of a covenant or provision hereof which cannot
                      be modified or amended without the consent of the Holder
                      of each Note of such series affected.

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

                                    ARTICLE 6
                              THE INDENTURE TRUSTEE

          SECTION 6.1   CERTAIN DUTIES AND RESPONSIBILITIES.

          (a)  Except if an Event of Default with respect to the Notes of any
               series has occurred and is continuing (and has not been cured or
               waived), the Indenture Trustee undertakes to perform in a prudent
               manner such duties and only such duties with respect to such
               series as are specifically set forth in this Indenture. No
               implied covenants or obligations shall be read into this
               Indenture against the Indenture Trustee.

          (b)  If an Event of Default with respect to the Notes of any series
               has occurred and is continuing (and has not been cured or
               waived), the Indenture Trustee shall exercise such of the rights
               and powers with respect to such series vested in it by this
               Indenture, and use the same degree of care and skill in their
               exercise, as a prudent person would exercise or use under the
               circumstances in the conduct of his or her own affairs.

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

               (i)    this subsection (c) shall not be construed to limit the
                      effect of subsection (a) of this Section;

               (ii)   in the absence of bad faith on its part, the Indenture
                      Trustee may conclusively rely, as to the truth of the
                      statements and the correctness of the opinions expressed
                      therein, upon certificates or opinions furnished to the
                      Indenture Trustee and conforming to the requirements of
                      this Indenture unless a Responsible Officer of the
                      Indenture Trustee has actual knowledge that such
                      statements or opinions are false; provided that the
                      Indenture Trustee must examine such certificates and
                      opinions to determine whether they conform to the
                      requirements of this Indenture;

               (iii)  the Indenture Trustee shall not be liable for any error of
                      judgment made in good faith by any Responsible Officer of
                      the Indenture

                                       50
<Page>

                      Trustee, unless it shall be proved that the Indenture
                      Trustee was negligent in ascertaining the pertinent facts;

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

               (v)    no provision of this Indenture shall require the Indenture
                      Trustee to expend or risk its own funds or otherwise incur
                      any financial liability in the performance of any of its
                      duties hereunder, or in the exercise of any of its rights
                      or powers, if it shall have reasonable grounds for
                      believing that repayment of such funds or adequate
                      indemnity against such liability is not reasonably assured
                      to it.

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

          SECTION 6.2   CERTAIN RIGHTS OF THE INDENTURE TRUSTEE. Subject to
Section 6.1:

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

          (b)  any request, direction, order or demand of the Issuer mentioned
               herein shall be sufficiently evidenced by an Issuer's Certificate
               (unless other evidence in respect thereof be herein specifically
               prescribed);

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

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

                                       51
<Page>

               might be incurred by it in compliance with such request, order or
               direction;

          (e)  whenever in the administration of this Indenture the Indenture
               Trustee shall deem it necessary or desirable that a matter be
               proved or established prior to taking or suffering or omitting
               any action hereunder, such matter (unless other evidence in
               respect thereof be herein specifically prescribed) may, in the
               absence of negligence or bad faith on its part, be deemed to be
               conclusively proved and established by an Issuer's Certificate
               delivered to the Indenture Trustee;

          (f)  the Indenture Trustee shall not be liable for any action taken or
               omitted by it in good faith and believed by it to be authorized
               or within the discretion, rights or powers conferred upon it by
               this Indenture;

          (g)  the Indenture Trustee shall not be bound to make any
               investigation into the facts or matters stated in any resolution,
               certificate, statement, instrument, opinion, report, notice,
               request, consent, order, approval, appraisal, bond, debenture,
               note, coupon, security, or other paper or document unless
               requested in writing so to do by the Holder or Holders of not
               less than a majority in aggregate principal amount of the Notes
               then Outstanding; PROVIDED that, if the payment within a
               reasonable time to the Indenture Trustee of the costs, expenses
               or liabilities likely to be incurred by it in the making of such
               investigation is, in the opinion of the Indenture Trustee, not
               reasonably assured to the Indenture Trustee by the security
               afforded to it by the terms of this Indenture, the Indenture
               Trustee may require reasonable indemnity against such expenses or
               liabilities as a condition to proceeding; the reasonable expenses
               of every such examination shall be paid by the Issuer or, if paid
               by the Indenture Trustee or any predecessor trustee, shall be
               repaid by the Issuer upon demand; and

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

          SECTION 6.3   NOT RESPONSIBLE FOR RECITALS, VALIDITY OF THE NOTES OR
APPLICATION OF THE PROCEEDS. The recitals contained herein and in the Notes,
except the Indenture Trustee's certificates of authentication, shall be taken as
the statements of the Issuer, and the Indenture Trustee assumes no
responsibility for the correctness of the same. The Indenture Trustee makes no
representation as to the validity or sufficiency of this Indenture or of the
Notes. The Indenture Trustee shall not be accountable for the use or application
by the Issuer of any of the Notes or of the proceeds thereof.

          SECTION 6.4   MAY HOLD NOTES; COLLECTIONS, ETC. The Indenture Trustee
or any agent of the Issuer or the Indenture Trustee, in its individual or any
other capacity, may become

                                       52
<Page>

the owner or pledgee of Notes with the same rights it would have if it were not
the Indenture Trustee or such agent and may otherwise deal with the Issuer and
receive, collect, hold and retain collections from the Issuer with the same
rights it would have if it were not the Indenture Trustee or such agent.

          SECTION 6.5   FUNDS HELD BY INDENTURE TRUSTEE. Subject to the
provisions of Section 11.4, all funds received by the Indenture Trustee shall,
until used or applied as herein provided, be held in trust for the purposes for
which they were received. The Indenture Trustee (and each of its agents and
Affiliates) shall deposit all cash amounts received by it (or any such agents or
Affiliates) that are derived from the series Collateral for any series of Notes
for the benefit of the Holders of such series of Notes in a segregated account
maintained or controlled by the Indenture Trustee, consistent with the rating of
the Outstanding Notes of such series. Neither the Indenture Trustee nor any
agent of the Issuer or the Indenture Trustee shall be under any liability for
interest on any funds received by it hereunder.

          SECTION 6.6   COMPENSATION; REIMBURSEMENT; INDEMNIFICATION.

          (a)  The Issuer covenants and agrees:

               (i)    to pay to the Indenture Trustee from time to time, and the
                      Indenture Trustee shall be entitled to, reasonable
                      compensation for all services rendered by it hereunder
                      (which compensation shall not be limited by any provision
                      of law in regard to the compensation of a trustee of an
                      express trust);

               (ii)   except as otherwise provided herein, to pay or reimburse
                      the Indenture Trustee upon its request for all reasonable
                      expenses, disbursements and advances incurred or made by
                      the Indenture Trustee in accordance with any provision of
                      this Indenture (including the reasonable compensation and
                      the expenses and disbursements of its agents and counsel),
                      except any such expense, disbursement or advance as may
                      arise from its negligence or bad faith; and

               (iii)  to indemnify the Indenture Trustee for, and to hold it
                      harmless against, any loss, liability or expense incurred
                      without negligence or bad faith on its part, arising out
                      of or in connection with the acceptance or administration
                      of this Indenture or the trusts hereunder and its duties
                      hereunder, including the costs and expenses of defending
                      itself against or investigating any claim of liability in
                      connection with the exercise or performance of any of its
                      powers or duties hereunder.

          (b)  The obligations of the Issuer under this Section to compensate
               and indemnify the Indenture Trustee and to pay or reimburse the
               Indenture Trustee for expenses, disbursements and advances shall
               constitute additional indebtedness hereunder and shall survive
               the satisfaction and

                                       53
<Page>

               discharge of this Indenture and any resignation or removal of the
               Indenture Trustee.

          (c)  Following an Event of Default, such additional indebtedness shall
               be a senior claim to that of the Notes upon all property and
               funds held or collected by the Indenture Trustee as such, except
               funds held in trust for the benefit of the Holders of particular
               Notes, and the Notes are hereby subordinated to such senior
               claim.

          SECTION 6.7   CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

          (a)  There shall at all times be an Indenture Trustee hereunder which
               shall:

               (i)    be a banking corporation authorized under its laws of
                      incorporation and the laws of the jurisdiction in which it
                      administers this Indenture and any Supplemental Indenture
                      to exercise corporate trust powers, having an aggregate
                      capital, surplus of at least $50,000,000; provided that if
                      such banking corporation publishes reports of condition at
                      least annually, pursuant to law or to the requirements of
                      its Federal, State or other governmental supervisor, then
                      for the purposes of this Section, the aggregate capital,
                      surplus and undivided profits of such banking corporation
                      shall be deemed to be its aggregate capital, surplus and
                      undivided profits as set forth in its most recent report
                      of condition so published;

               (ii)   not be affiliated (as such term is defined in Rule 405
                      under the Securities Act) with the Issuer or with any
                      Person involved in the organization or operation of the
                      Issuer; and

               (iii)  not offer or provide credit or credit enhancement to the
                      Issuer.

          (b)  If at any time the Indenture Trustee shall cease to be eligible
               in accordance with the provisions of Section 6.7(a) with respect
               to the Notes of any series, the Indenture Trustee shall resign
               immediately with respect to the Notes of such series in the
               manner and with the effect specified in Section 6.8.

          SECTION 6.8   RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE.

          (a)  The Indenture Trustee may at any time resign with respect to one
               or more or all series of Notes by giving not less than 90 days'
               prior written notice of resignation to the Issuer and to the
               Holders of such Notes as provided in this Indenture. Upon
               receiving such notice of resignation, the Issuer shall promptly
               cause a successor trustee with respect to the applicable series
               to be appointed by written instrument in duplicate, executed by
               the Issuer, one copy of which instrument shall be delivered to
               the resigning trustee and one copy to the successor trustee of
               such series. If no successor

                                       54
<Page>

               trustee shall have been so appointed with respect to any series
               and have accepted appointment within 30 days after the giving of
               such notice of resignation, the resigning trustee may petition
               any court of competent jurisdiction for the appointment of a
               successor trustee. Such court may thereupon, after such notice,
               if any, as it may deem proper and prescribe, appoint a successor
               trustee.

          (b)  If at any time:

               (i)    the Indenture Trustee shall cease to be eligible in
                      accordance with the provisions of Section 6.7(a) or any
                      applicable Supplemental Indenture and shall fail to resign
                      with respect to Notes of each applicable series pursuant
                      to Section 6.7(b) or following written request therefor by
                      the Issuer or by any such Holder pursuant to Section
                      6.8(c);

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

               (iii)  The Indenture Trustee shall fail to comply with the
                      obligations imposed upon it under Section 310(b) of the
                      Trust Indenture Act with respect to Notes of any series
                      after written request therefor by the Issuer or any Holder
                      of a Note of such series who has been a bona fide Holder
                      of a Note of such series or at least six months;

then, in any such case, except during the existence of an Event of Default, the
Issuer may remove the Indenture Trustee with respect to the applicable series
and appoint a successor trustee with respect to the applicable series of Notes
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the Indenture Trustee so removed and one copy to the successor
trustee.

          (c)  In addition to the right of petition given to the resigning
               trustee and the right of removal given to the Issuer under
               Sections 6.8(a) and 6.8(b), respectively, any Holder who has been
               a Holder of Notes for at least six months may, on behalf of
               itself and all others similarly situated, petition any court of
               competent jurisdiction for the appointment of a successor trustee
               or the removal of the Indenture Trustee and the appointment of a
               successor trustee, as the case may be. Such court may thereupon,
               after such notice, if any, as it may deem proper and prescribe,
               appoint a successor trustee or remove the Indenture Trustee and
               appoint a successor trustee, as the case may be.

                                       55
<Page>

          (d)  The Holder or Holders of a majority of the aggregate principal
               amount of the Notes of each series at the time Outstanding may at
               any time remove the Indenture Trustee with respect to the Notes
               of such series and appoint a successor trustee with respect to
               the Notes of such series by delivering to the Indenture Trustee
               so removed, to the successor trustee so appointed and to the
               Issuer the evidence provided for in Section 8.1 of the action in
               that regard taken by a Holder.

          (e)  Any resignation or removal of the Indenture Trustee with respect
               to any series and any appointment of a successor trustee with
               respect to such series pursuant to any of the provisions of this
               Section 6.8 shall become effective upon acceptance of appointment
               by the successor trustee as provided in Section 6.9.

          SECTION 6.9   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE.

          (a)  Every successor trustee appointed as provided in Section 6.8
               shall execute, acknowledge and deliver to the Issuer and to its
               predecessor trustee an instrument accepting such appointment, and
               thereupon the resignation or removal of the predecessor trustee
               with respect to all or any applicable series shall become
               effective and such successor trustee, without any further act,
               deed or conveyance, shall become vested with all rights, powers,
               duties and obligations with respect to such series of its
               predecessor hereunder, with like effect as if originally named as
               trustee for such series hereunder; but, nevertheless, on the
               written request of the Issuer or of the successor trustee, upon
               payment of its charges then unpaid, the trustee ceasing to act
               shall, subject to Section 11.4, pay over to the successor trustee
               all funds at the time held by it hereunder and shall execute and
               deliver an instrument transferring to such successor trustee all
               such rights, powers, duties and obligations. Upon request of any
               such successor trustee, the Issuer shall execute any and all
               instruments in writing for more fully and certainly vesting in
               and confirming to such successor trustee all such rights and
               powers. Any trustee ceasing to act shall, nevertheless, retain a
               claim upon all property or funds held or collected by such
               trustee to secure any amounts then due it pursuant to the
               provisions of Section 6.6.

          (b)  If a successor trustee is appointed with respect to the Notes of
               one or more (but not all) series, the Issuer, the predecessor
               Indenture Trustee and each successor trustee with respect to the
               Notes of any applicable series shall execute and deliver a
               Supplemental Indenture which shall contain such provisions as
               shall be deemed necessary or desirable to conform that all the
               rights, powers, trusts and duties of the predecessor Indenture
               Trustee with respect to the Notes of any series as to which the
               predecessor Indenture Trustee is not retiring shall continue to
               be vested in the predecessor Indenture Trustee, and shall add to
               or change any of the provisions of this Indenture as shall be
               necessary to provide for or

                                       56
<Page>

               facilitate the administration of the trusts hereunder by more
               than one trustee, it being understood that nothing herein or in
               such Supplemental Indenture shall constitute such trustees
               co-trustees of the same trust and that each such trustee shall be
               trustee of a trust or trusts under separate indentures.

          (c)  Upon acceptance of appointment by a successor Indenture Trustee
               as provided in this Section 6.9, the Issuer shall notify each
               Holder of any Note of any applicable series. If the acceptance of
               appointment is substantially contemporaneous with the
               resignation, then the notice called for by the preceding sentence
               may be combined with the notice called for by Section 6.8. If the
               Issuer fails to make such notice within 10 days after acceptance
               of appointment by the successor Indenture Trustee, the successor
               Indenture Trustee shall cause such notice to be mailed at the
               expense of the Issuer.

          SECTION 6.10  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF INDENTURE TRUSTEE.

          (a)  Any corporation into which the Indenture Trustee may be merged or
               converted or with which it may be consolidated, or any
               corporation resulting from any merger, conversion or
               consolidation to which the Indenture Trustee shall be a party, or
               any corporation succeeding to all or substantially all of the
               corporate trust business of the Indenture Trustee, shall be the
               successor of the Indenture Trustee under this Indenture, PROVIDED
               that such corporation shall be eligible under the provisions of
               Section 6.7, without the execution or filing of any paper or any
               further act on the part of any of the parties hereto, anything
               herein to the contrary notwithstanding.

          (b)  In case at the time such successor to the Indenture Trustee shall
               succeed to the trusts created by this Indenture any of the Notes
               of a series shall have been authenticated but not delivered, any
               such successor to the Indenture Trustee may adopt the certificate
               of authentication of any predecessor Indenture Trustee and
               deliver such Notes so authenticated; and, in case at that time
               any of the Notes of a series shall not have been authenticated,
               any successor to the Indenture Trustee may authenticate such
               Notes either in the name of any predecessor hereunder or in the
               name of the successor Indenture Trustee; and in all such cases
               such certificate shall have the full force; PROVIDED, that the
               right to adopt the certificate of authentication of any
               predecessor Indenture Trustee or to authenticate Notes of such
               series in the name of any predecessor Indenture Trustee shall
               apply only to its successor or successors by merger, conversion
               or consolidation.

          SECTION 6.11  LIMITATIONS ON RIGHTS OF INDENTURE TRUSTEE AS CREDITOR.
The Indenture Trustee shall comply with Section 311(a) of the Trust Indenture
Act.

                                       57
<Page>

                                    ARTICLE 7
            HOLDERS LIST AND REPORTS BY INDENTURE TRUSTEE AND ISSUER

          SECTION 7.1   ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES
OF HOLDERS.

          In accordance with Section 312(a) of the Trust Indenture Act, the
Issuer shall furnish or cause to be furnished to the Indenture Trustee:

          (a)  semi-annually with respect to Notes of each series not later than
               June 30 and December 31 of the year or upon such other dates as
               are set forth in or pursuant to a Note Certificate or
               Supplemental Indenture for such series, a list, in each case in
               such form as the Indenture Trustee may reasonably require, of the
               names and addresses of Holders as of the applicable date, and

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

PROVIDED, HOWEVER, that so long as the Indenture Trustee is the Registrar no
such list shall be required to be furnished.

          SECTION 7.2   PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.

          The Indenture Trustee shall comply with the obligations imposed upon
it pursuant to Section 312 of the Trust Indenture Act. Every Holder of Notes, by
receiving and holding the same, agrees with the Issuer and the Indenture Trustee
that neither the Issuer, the Indenture Trustee, any Paying Agent or any
Registrar shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders of Notes in accordance
with Section 312(c) of the Trust Indenture Act, regardless of the source from
which such information was derived, and that the Indenture Trustee shall not be
held accountable by reason of mailing any material pursuant to a request made
under Section 312(b) of the Trust Indenture Act.

          SECTION 7.3   REPORTS BY INDENTURE TRUSTEE.

          (a)  Within 60 days after May 15 of each year commencing with the
               first May 15 following the first issuance of Notes, if required
               by Section 313(a) of the Trust Indenture Act, the Indenture
               Trustee shall transmit, pursuant to Section 313(c) of the Trust
               Indenture Act, a brief report dated as of May 15 with respect to
               any of the events specified in Section 313(a) of the Trust
               Indenture Act which may have occurred since the later of the
               immediately preceding May 15 and the date of this Indenture.

          (b)  The Indenture Trustee shall transmit the reports required by
               Section 313(a) of the Trust Indenture Act at the time specified
               therein.

                                       58
<Page>

          (c)  The Indenture Trustee shall comply with Section 313(b) of the
               Trust Indenture Act.

          (d)  Reports pursuant to this Section shall be transmitted in the
               manner and to the Persons required by Sections 313(c) and 313(d)
               of the Trust Indenture Act.

          (e)  A copy of each such report shall, at the time of such
               transmission to Holders, be filed by the Indenture Trustee with
               each stock exchange upon which the Notes are listed, with the
               Commission and the Issuer. The Issuer will notify the Indenture
               Trustee when any of the Notes are listed on any stock exchange.

          (f)  The Issuer shall furnish to the Indenture Trustee:

               (i)    promptly after the execution and delivery of this
                      Indenture or a Supplemental Indenture relating to the
                      addition of Collateral, an Opinion of Counsel stating
                      that, in the opinion of such counsel, this Indenture, and
                      all other instruments of further assurance have been
                      properly recorded, registered and filed to the extent
                      necessary to make effective the Security Interest intended
                      to be created by this Indenture, and reciting the details
                      of such action or referring to prior opinions of counsel
                      in which such details are given, or stating that, in the
                      opinion of such counsel, no such action is necessary to
                      make such Security Interests effective; and

               (ii)   at least annually beginning with the year 2003, an Opinion
                      of Counsel, dated as of such date, either stating that, in
                      the opinion of such counsel, such action has been taken
                      with respect to the recording, registering, filing,
                      re-recording, re-registering and re-filing of (i) this
                      Indenture and all Supplemental Indentures and amendments
                      thereto, and (ii) financing statement, continuation
                      statements or other instruments of further assurances, as
                      is necessary to maintain the Security Interest of this
                      Indenture and reciting the details of such action or
                      referring to prior Opinions of Counsel in which such
                      details are given, and stating that all financing
                      statements and continuation statements have been executed
                      and filed that are necessary to preserve and protect the
                      rights of the Holders and the Indenture Trustee hereunder,
                      or stating that, in the opinion of such counsel, no such
                      action is necessary to maintain such Security Interest.

          SECTION 7.4   REPORTS BY ISSUER.

          Pursuant to Section 314(a) of the Trust Indenture Act, the Issuer
shall:

          (a)  file with the Indenture Trustee, within 15 days after the Issuer
               is required to file the same with the Commission, copies of the
               annual reports and of

                                       59
<Page>

               the information, documents and other reports (or copies of such
               portions of any of the foregoing as the Commission may from time
               to time by rules and regulations prescribe) which the Issuer may
               be required to file with the Commission pursuant to Section 13 or
               Section 15(d) of the Exchange Act; or, if the Issuer is not
               required to file information, documents or reports pursuant to
               either of said Sections, then it shall file with the Indenture
               Trustee and the Commission, in accordance with rules and
               regulations prescribed from time to time by the Commission, such
               of the supplementary and periodic information, documents and
               reports which may be required pursuant to Section 13 of the
               Exchange Act in respect of a security listed and registered on a
               national securities exchange as may be prescribed form time to
               time in such rules and regulations;

          (b)  file with the Indenture Trustee and the Commission, in accordance
               with rules and regulations prescribed from time to time by the
               Commission, such additional information, documents and reports
               with respect to compliance by the Issuer, with the conditions and
               covenants of this Indenture as may be required from time to time
               by such rules and regulations; and

          (c)  transmit within 30 days after the filing thereof with the
               Indenture Trustee, in the manner and to the extent provided in
               Section 313(c) of the Trust Indenture Act, such summaries of any
               information, documents and reports required to be filed by the
               Issuer pursuant to paragraphs (1) and (2) of this Section as may
               be required by rules and regulations prescribed from time to time
               by the Commission.

                                    ARTICLE 8
                             CONCERNING EACH HOLDER

          SECTION 8.1   EVIDENCE OF ACTION TAKEN BY A HOLDER.

          (a)  Any request, demand, authorization, direction, notice, consent,
               waiver or other action provided by this Indenture to be given or
               taken by any Holder with respect to the Notes of any series may
               be embodied in and evidenced (i) by any instrument or any number
               of instruments of similar tenor executed by Holders in person or
               by agent or proxy appointed in writing, or (ii) by the record of
               the Holders of Notes voting in favor thereof at any meeting of
               Holders duly called and held in accordance with the provisions of
               Article 12, or (iii) by a combination of such instrument or
               instruments and any such record of such meeting of Holders.
               Except as herein otherwise expressly provided, such action shall
               become effective when such instrument or instruments are
               delivered to the Indenture Trustee. Proof of execution of any
               instrument or of a writing appointing any such agent shall be
               sufficient for any purpose of this Indenture and (subject to
               Sections 6.1 and 6.2) conclusive in favor of the Indenture
               Trustee and the Issuer, if made in the manner provided in this
               Article. The record of any

                                       60
<Page>

               meeting of Holders of Notes shall be proved in the manner
               provided in Section 12.6.

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

          SECTION 8.2   PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
NOTES.

          (a)  Subject to Sections 6.1 and 6.2, the execution of any instrument
               by a Holder or its agent or proxy may be proved in accordance
               with such reasonable rules and regulations as may be prescribed
               by the Indenture Trustee or in such manner as shall be
               satisfactory to the Indenture Trustee.

          (b)  The ownership, principal amount and serial numbers of Notes of
               any series shall be proved by the Note Register for such series
               or by a certificate of the Indenture Trustee.

          SECTION 8.3   VOTING RECORD DATE. The Issuer may set a record date for
purposes of determining the identity of each Holder of any Note of any series
entitled to vote or consent to any action with respect to such series referred
to in Section 8.1, which record date may be set at any time or from time to time
by notice to the Indenture Trustee, for any date or dates (in the case of any
adjournment or resolicitation) not more than 60 days nor less than 5 days prior
to the proposed date of such vote or consent, and thereafter, notwithstanding
any other provisions hereof, only a Holder of any Note of such series on such
record date shall be entitled to so vote or give such consent or to withdraw
such vote or consent.

          SECTION 8.4   PERSONS DEEMED TO BE OWNERS. The Issuer, the Indenture
Trustee and any agent of the Issuer or the Indenture Trustee may deem and treat
the Holder of any Note of any series of Notes as the absolute owner of such Note
(whether or not such Note shall be overdue and notwithstanding any notation of
ownership or other writing thereon) for the purpose of receiving payment of or
on account of the principal of, any premium on, and, subject to the provisions
of this Indenture, any interest on, and any Additional Amounts with respect to,
such Note and for all other purposes; and neither the Issuer nor the Indenture
Trustee nor any agent of the Issuer or the Indenture Trustee shall be affected
by any notice to the contrary. All such payments so made to any such Person, or
upon such Person's order, shall be valid, and, to the extent of the sum or sums
so paid, effectual to satisfy and discharge the liability for funds payable upon
any such Note.

          SECTION 8.5   NOTES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount of
Notes of any or all series have concurred in any direction, consent or waiver
under this Indenture, Notes of such series which are owned by the Issuer or any
other obligor on the Notes with respect to which the

                                       61
<Page>

determination is being made or by any Person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Issuer or
any other obligor on the Notes with respect to which such determination is being
made shall be disregarded and deemed not to be Outstanding for the purpose of
any such determination, except that for the purpose of determining whether the
Indenture Trustee shall be protected in relying on any such direction, consent
or waiver only Notes which the Indenture Trustee knows are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Indenture Trustee the pledgee's right so to act with respect to such Notes and
that the pledgee is not the Issuer or any other obligor upon the Notes or any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Issuer or any other obligor on the Notes. In
case of a dispute as to such right, the advice of counsel shall be full
protection in respect of any decision made by the Indenture Trustee in
accordance with such advice. Upon request of the Indenture Trustee, the Issuer
shall furnish to the Indenture Trustee promptly an Issuer's Certificate listing
and identifying all Notes, if any, known by the Issuer to be owned or held by or
for the account of any of the above-described Persons; and, subject to Sections
6.1 and 6.2, the Indenture Trustee shall be entitled to accept such Issuer's
Certificate as conclusive evidence of the facts therein set forth and of the
fact that all Notes not listed therein are Outstanding for the purpose of any
such determination.

          SECTION 8.6   RIGHT OF REVOCATION OF ACTION TAKEN; BINDING EFFECT OF
ACTIONS BY HOLDERS.

          (a)  At any time prior to (but not after) the evidencing to the
               Indenture Trustee, as provided in Section 8.1, of the taking of
               any action by the Holders of the percentage in aggregate
               principal amount of the Notes of any or all series specified in
               this Indenture in connection with such action, any Holder of a
               Note represented by a Note Certificate the serial number of which
               is shown by the evidence to be included among the serial numbers
               of the Note Certificates representing Notes the Holders of which
               have consented to such action may, by filing written notice at
               the Corporate Trust Office and upon proof of holding as provided
               in this Article, revoke such action so far as concerns such Note.

          (b)  Any action taken by the Holders of the percentage in aggregate
               principal amount of the Notes of any or all series specified in
               this Indenture in connection with such action shall be
               conclusively binding upon the Issuer, the Indenture Trustee and
               the Holders of all the Notes affected by such action, of any
               Notes issued in exchange for any Notes affected by such action or
               any Notes represented by Note Certificates executed,
               authenticated and delivered in exchange for any Note Certificate
               representing any Notes affected by such action, in respective of
               whether or not any notation in regard of any such action is made
               on any applicable Note Certificate.

                                       62
<Page>

                                    ARTICLE 9
                             SUPPLEMENTAL INDENTURES

          SECTION 9.1   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

          (a)  The Issuer and the Indenture Trustee may from time to time and at
               any time enter into an indenture or indentures supplemental
               hereto (each, a "SUPPLEMENTAL INDENTURE") (which shall conform to
               the provisions of the Trust Indenture Act) for one or more of the
               following purposes without the consent of any Holder:

               (i)    for the Issuer to convey, transfer, assign, mortgage or
                      pledge to the Indenture Trustee as security for the Notes
                      of one or more series any property or assets;

               (ii)   to add to the covenants of the Issuer such further
                      covenants, restrictions, conditions or provisions as the
                      Issuer and the Indenture Trustee shall consider to be for
                      the protection of each Holder of any Note, and to make the
                      occurrence, or the occurrence and continuance, of a
                      default in any such additional covenants, restrictions,
                      conditions or provisions an Event of Default permitting
                      the enforcement of all or any of the several remedies
                      provided in this Indenture as herein set forth; PROVIDED,
                      that in respect of any such additional covenant,
                      restriction, condition or provision such Supplemental
                      Indenture may provide for a particular period of grace
                      after default (which period may be shorter or longer than
                      that allowed in the case of other defaults) or may provide
                      for an immediate enforcement upon such an Event of Default
                      or may limit the remedies available to the Indenture
                      Trustee upon such an Event of Default or may limit the
                      right of the Holders of a majority in aggregate principal
                      amount of the Notes of such series to waive such an Event
                      of Default;

               (iii)  to cure any ambiguity or to correct or supplement any
                      provision contained herein or in any Supplemental
                      Indenture or Note Certificate which may be defective or
                      inconsistent with any other provision contained herein or
                      in any Supplemental Indenture or Note Certificate; or to
                      make such other provisions in regard to matters or
                      questions arising under this Indenture or under any
                      Supplemental Indenture or Note Certificate as the Issuer
                      may deem necessary or desirable and which shall not
                      adversely affect the interests of the Holders of the Notes
                      in any material respect;

               (iv)   to establish the form or terms of Notes of any series as
                      permitted by Section 2.2; or

                                       63
<Page>

               (v)    to evidence and provide for the acceptance of appointment
                      hereunder by a successor trustee with respect to the Notes
                      of one or more series and to add to or change any of the
                      provisions of this Indenture as shall be necessary to
                      provide for or facilitate the administration of the trusts
                      hereunder by more than one trustee, pursuant to the
                      requirements of Section 6.9.

          (b)  The Indenture Trustee is hereby authorized to join with the
               Issuer in the execution of any such Supplemental Indenture, to
               make any further appropriate agreements and stipulations which
               may be therein contained and to accept the conveyance, transfer,
               assignment, mortgage or pledge of any property thereunder, but
               the Indenture Trustee shall not be obligated to enter into any
               such Supplemental Indenture which affects the Indenture Trustee's
               own rights, duties or immunities under this Indenture or
               otherwise.

          (c)  Any Supplemental Indenture authorized by the provisions of this
               section may be executed without the consent of any Holder of any
               Note at the time Outstanding, notwithstanding any of the
               provisions of Section 9.2.

          SECTION 9.2   SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

          (a)  With the consent (evidenced as provided in Article 8) of the
               Holders of not less than 66 2/3% in aggregate principal amount of
               the Notes at the time Outstanding of all series affected by such
               Supplemental Indenture (voting as a single class), the Issuer and
               the Indenture Trustee may, from time to time and at any time,
               enter into a Supplemental Indenture for the purpose of adding any
               provisions to or changing in any manner or eliminating any of the
               provisions of this Indenture or of any Supplemental Indenture or
               Note Certificate or of modifying in any manner the rights of the
               Holders of the Notes of each such series; PROVIDED, that no such
               Supplemental Indenture shall:

               (i)    extend the final maturity of any Note, or reduce the
                      principal amount thereof, or reduce the rate or extend the
                      time of payment of interest or any other amount payable
                      thereon, or impair or affect the right of any Holder to
                      institute suit for the payment thereof without the consent
                      of the Holder of each Note so affected or modify any
                      redemption or repayment provisions applicable to such
                      series of Notes;

               (ii)   permit the creation of any Lien on the Collateral or any
                      part thereof (other than the Security Interest in favor of
                      the Indenture Trustee on behalf of the Holders) or
                      terminate the Security Interest as to any part of the
                      Collateral, except as permitted by this Indenture; or

                                       64
<Page>

               (iii)  modify any of the provisions of this Section 9.2 except to
                      increase the aforementioned percentage of Notes required
                      to approve any Supplemental Indenture.

          (b)  Upon the request of the Issuer, and upon the filing with the
               Indenture Trustee of evidence of the consent of each Holder and
               other documents, if any, required by Section 8.1 the Indenture
               Trustee shall join with the Issuer in the execution of such
               Supplemental Indenture unless such Supplemental Indenture affects
               the Indenture Trustee's own rights, duties or immunities under
               this Indenture or otherwise, in which case the Indenture Trustee
               may in its discretion, but shall not be obligated to, enter into
               such Supplemental Indenture.

          (c)  It shall not be necessary for the consent of the Holders under
               this section to approve the particular form of any proposed
               Supplemental Indenture, but it shall be sufficient if such
               consent shall approve the substance thereof.

          (d)  Promptly after the execution by the Issuer and the Indenture
               Trustee of any Supplemental Indenture pursuant to the provisions
               of this Section, the Indenture Trustee shall notify the Holders
               of each Note of each series affected thereby, as provided in this
               Indenture, setting forth in general terms the substance of such
               Supplemental Indenture. Any failure of the Indenture Trustee to
               provide such notice, or any defect therein, shall not, however,
               in any way impair or affect the validity of any such Supplemental
               Indenture.

          SECTION 9.3   COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF
SUPPLEMENTAL INDENTURE. Any Supplemental Indenture executed pursuant to the
provisions of this Article shall comply with the Trust Indenture Act. Upon the
execution of any Supplemental Indenture pursuant to the provisions hereof, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Indenture Trustee, the Issuer and
each Holder of Notes of each series affected thereby shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
Supplemental Indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

          SECTION 9.4   DOCUMENTS TO BE GIVEN TO INDENTURE TRUSTEE. The
Indenture Trustee, subject to the provisions of Sections 6.1 and 6.2, may
receive an Issuer's Certificate and an Opinion of Counsel as conclusive evidence
that any such Supplemental Indenture complies with the applicable provisions of
this Indenture.

          SECTION 9.5   NOTATION ON NOTE CERTIFICATES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Any Note Certificate of any series authenticated and delivered after
the execution of any Supplemental Indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Indenture Trustee for such
series as to any matter provided for by such

                                       65
<Page>

Supplemental Indenture or as to any action taken at any such meeting. If the
Issuer or the Indenture Trustee shall so determine, a new Note Certificate
representing Notes of any series so modified as to conform, in the opinion of
the Indenture Trustee and the Issuer, to any modification of this Indenture
contained in any such Supplemental Indenture may be prepared by the Issuer,
authenticated by the Indenture Trustee and delivered in exchange for each Note
Certificate representing Notes of such series then Outstanding.

                                   ARTICLE 10
                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

          SECTION 10.1  ISSUER MAY NOT MERGE, CONSOLIDATE, SELL OR CONVEY
PROPERTY. The Issuer may not consolidate with, or merge into, any Person
(whether or not affiliated with the Issuer), or sell, lease or convey the
property of the Issuer as an entirety or substantially as an entirety, unless:

          (a)  the entity formed by such consolidation or into which the Issuer
               is merged or the Person which acquires by conveyance or transfer
               the properties and assets of the Issuer substantially as an
               entirety shall be a statutory trust organized in series under the
               laws of the State of Delaware or a corporation or other entity
               organized and existing under the laws of the United States of
               America or any State or the District of Columbia, and shall
               expressly assume, by a Supplemental Indenture, executed and
               delivered to the Indenture Trustee, in form satisfactory to the
               Indenture Trustee, the due and punctual payment of the principal
               of, any premium and interest on, and any Additional Amounts with
               respect to, all the Notes and the performance of every covenant
               of this Indenture on the part of the Issuer to be performed or
               observed;

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

          (c)  the Issuer has received written confirmation from any rating
               agency then rating any Notes at the request of the Issuer that
               such consolidation, merger, conveyance or transfer shall not
               cause the rating on the then outstanding Notes to be downgraded
               or withdrawn; and

          (d)  the Issuer has delivered to the Indenture Trustee an Issuer's
               Certificate and an Opinion of Counsel each stating that such
               consolidation, merger, conveyance or transfer and such
               Supplemental Indenture comply with this Article and that all
               conditions precedent herein provided for relating to such
               transaction have been complied with.

                                   ARTICLE 11
            SATISFACTION AND DISCHARGE OF INDENTURE; UNCLAIMED FUNDS

          SECTION 11.1  SATISFACTION AND DISCHARGE OF INDENTURE. If at any time
(a) the Issuer shall have paid or caused to be paid all outstanding principal
of, any premium and interest

                                       66
<Page>

on, and any Additional Amounts and other amounts payable with respect to, all
the Notes of any series Outstanding hereunder, as and when the same shall have
become due and payable, or (b) the Issuer shall have delivered to the Indenture
Trustee for cancellation all Note Certificates representing Notes of any series
theretofore authenticated (other than any Note Certificate which shall have been
destroyed, lost or stolen and which shall have been replaced or paid as provided
in Section 2.7) or (c) the Issuer shall have irrevocably deposited or caused to
be deposited with the Indenture Trustee as trust funds the entire amount in cash
(other than funds repaid by the Indenture Trustee or any Paying Agent to the
Issuer in accordance with Section 11.4) sufficient to pay at maturity all
amounts payable at maturity on the Notes of such series represented by each Note
Certificate not theretofore delivered to the Indenture Trustee for cancellation,
including any principal, interest, premium, Additional Amounts and other amounts
due or to become due to such date of maturity as the case may be, and if, in any
such case, the Issuer shall also pay or cause to be paid all other sums payable
hereunder by the Issuer, then this Indenture shall cease to be of further effect
(except as to (i) rights of registration of transfer and exchange, (ii)
substitution of apparently mutilated, defaced, destroyed, lost or stolen Note
Certificates, (iii) rights of Holders to receive payments of principal of, any
premium and interest on, and any Additional Amounts and other amounts payable
with respect to, the Notes of such series, (iv) the rights, obligations and
immunities of the Indenture Trustee hereunder and (v) the rights of each Holder
as beneficiary hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them), and the Indenture Trustee, on
demand of the Issuer accompanied by an Issuer's Certificate and an Opinion of
Counsel and at the cost and expense of the Issuer, shall execute proper
instruments acknowledging such satisfaction of and discharging this Indenture.
The Issuer agrees to reimburse the Indenture Trustee for any costs or expenses
thereafter reasonably and properly incurred and to compensate the Indenture
Trustee for any services thereafter reasonably and properly rendered by the
Indenture Trustee in connection with this Indenture or the Notes of such series.

          SECTION 11.2  APPLICATION BY INDENTURE TRUSTEE OF FUNDS DEPOSITED FOR
PAYMENT OF NOTES. Subject to Section 11.4, all funds deposited with the
Indenture Trustee pursuant to Section 11.1 shall be held in trust in accordance
with Section 6.5 and applied by it to the payment, either directly or through
any Paying Agent (including the Issuer acting as its own paying agent), to each
Holder of any Note for the payment or redemption of which such funds have been
deposited with the Indenture Trustee, of all sums due and to become due thereon
for any principal, interest, premium, Additional Amounts or other amounts.

          SECTION 11.3  REPAYMENT OF FUNDS HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to Notes of
any series all funds then held by any Paying Agent under the provisions of this
Indenture with respect to such series of Notes shall, upon demand of the Issuer,
be repaid to the Issuer or paid to the Indenture Trustee and thereupon such
Paying Agent shall be released from all further liability with respect to such
funds.

          SECTION 11.4  RETURN OF FUNDS HELD BY INDENTURE TRUSTEE AND PAYING
AGENT. Any funds deposited with or paid to the Indenture Trustee or any Paying
Agent for the payment of the principal of, any interest or premium on, or any
Additional Amounts or any other amounts with respect to, any Note of any series
and not applied but remaining unclaimed for three years after the date upon
which such principal, interest, premium, Additional Amounts or any other

                                       67
<Page>

amount shall have become due and payable, shall, upon the written request of the
Issuer and unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law, be repaid to the Issuer by the
Indenture Trustee for such series or such Paying Agent, and the Holder of such
Note of such series shall, unless otherwise required by mandatory provisions of
applicable escheat or abandoned or unclaimed property laws, thereafter look only
to the Issuer for any payment which such Holder may be entitled to collect, and
all liability of the Indenture Trustee or any Paying Agent with respect to such
funds shall thereupon cease.

                                   ARTICLE 12
                          MEETINGS OF HOLDERS OF NOTES

          SECTION 12.1  PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Notes of any series may be called at any time and from time to time
pursuant to this Article to make, give or take any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be made, given or taken by Holders of Notes of such series.

          SECTION 12.2  CALL, NOTICE AND PLACE OF MEETINGS.

          (a)  Unless otherwise provided in a Note Certificate, the Indenture
               Trustee may at any time call a meeting of Holders of Notes of any
               series for any purpose specified in Section 12.1, to be held at
               such time and at such place in the City of New York or the city
               in which the Corporate Trust Office is located. Notice of every
               meeting of Holders of Notes of any series, setting forth the time
               and the place of such meeting and in general terms the action
               proposed to be taken at such meeting, shall be given in the
               manner provided in Section 13.4, not less than 21 nor more than
               180 days prior to the date fixed for the meeting.

          (b)  In case at any time the Issuer or the Holder or Holders of at
               least 10% in principal amount of the Notes of any series then
               Outstanding shall have requested the Indenture Trustee to call a
               meeting of the Holders of Notes of such series for any purpose
               specified in Section 12.1, by written request setting forth in
               reasonable detail the action proposed to be taken at the meeting,
               and the Indenture Trustee shall not have made the first
               publication or mailing of the notice of such meeting within 21
               days after receipt of such request or shall not thereafter
               proceed to cause the meeting to be held as provided herein, then
               the Issuer or the Holder or Holders of Notes of such series in
               the amount above specified, as the case may be, may determine the
               time and the place in the City of New York or the city in which
               the Corporate Trust Office is located for such meeting and may
               call such meeting for such purposes by giving notice thereof as
               provided in Section 12.2.

          SECTION 12.3  PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to
vote at any meeting of Holders of Notes of any series, a Person shall be (a) a
Holder of one or more

                                       68
<Page>

Notes of such series then Outstanding, or (b) a Person appointed by an
instrument in writing as proxy for a Holder or Holders of one or more Notes of
such series then Outstanding by such Holder or Holders. The only Persons who
shall be entitled to be present or to speak at any meeting of Holders of Notes
of any series shall be the Persons entitled to vote at such meeting and their
counsel, any representatives of the Indenture Trustee and its counsel and any
representatives of the Issuer and its counsel.

          SECTION 12.4  QUORUM; ACTION.

          (a)  The Persons entitled to vote a majority in principal amount of
               the Notes of a series then Outstanding shall constitute a quorum
               for a meeting of Holders of Notes of such series; PROVIDED,
               HOWEVER, that if any action is to be taken at such meeting with
               respect to a consent or waiver which this Indenture expressly
               provides may be given by the Holders of not less than 66 2/3% in
               principal amount of the Outstanding Notes of a series, then
               Persons entitled to vote 66 2/3% in principal amount of the
               Outstanding Notes of such series shall constitute a quorum. In
               the absence of a quorum within 30 minutes after the time
               appointed for any such meeting, the meeting shall, if convened at
               the request of Holders of Notes of such series, be dissolved. In
               any other case the meeting may be adjourned for a period of not
               less than 10 days as determined by the chairman of the meeting
               prior to the adjournment of such meeting. In the absence of a
               quorum at any such adjourned meeting, such adjourned meeting may
               be further adjourned for a period of not less than 10 days as
               determined by the chairman of the meeting prior to the
               adjournment of such adjourned meeting. Notice of the reconvening
               of any adjourned meeting shall be given as provided in Section
               12.2, except that such notice need be given only once not less
               than five days prior to the date on which the meeting is
               scheduled to be reconvened. Notice of the reconvening of an
               adjourned meeting shall state expressly the percentage, as
               provided above, of the principal amount of the Outstanding Notes
               of such series which shall constitute a quorum.

          (b)  Except as limited by the proviso to Section 9.2(a), any
               resolution presented to a meeting or adjourned meeting duly
               reconvened at which a quorum is present as aforesaid may be
               adopted only by the affirmative vote of the Holders of a majority
               in principal amount of the Outstanding Notes of that series;
               PROVIDED, HOWEVER, that, except as limited by the proviso to
               Section 9.2(a), any resolution with respect to any consent or
               waiver which this Indenture expressly provides may be given by
               the Holders of not less than 66 2/3% in principal amount of the
               Outstanding Notes of a series may be adopted at a meeting or an
               adjourned meeting duly convened and at which a quorum is present
               as aforesaid only by the affirmative vote of the Holders of
               66 2/3% in principal amount of the Outstanding Notes of that
               series; and PROVIDED, FURTHER, that, except as limited by the
               proviso to Section 9.2(a), any resolution with respect to any
               request, demand, authorization, direction, notice, consent,
               waiver or other

                                       69
<Page>

               action which this Indenture expressly provides may be made, given
               or taken by the Holders of a specified percentage, which is less
               than a majority, in principal amount of the Outstanding Notes of
               a series may be adopted at a meeting or an adjourned meeting duly
               reconvened and at which a quorum is present as aforesaid by the
               affirmative vote of the Holders of such specified percentage in
               principal amount of the Outstanding Notes of such series.

          (c)  Any resolution passed or decision taken at any meeting of Holders
               of Notes of any series duly held in accordance with this Section
               shall be binding on all the Holders of Notes of such series,
               whether or not such Holders were present or represented at the
               meeting.

          SECTION 12.5  DETERMINATION OF VOTING RIGHTS; CONDUCT OF ADJOURNMENT
OF MEETINGS.

          (a)  Notwithstanding any other provisions of this Indenture, the
               Indenture Trustee may make such reasonable regulations as it may
               deem advisable for any meeting of Holders of Notes of such series
               in regard to proof of the holding of Notes of such series and of
               the appointment of proxies and in regard to the appointment and
               duties of inspectors of votes, the submission and examination of
               proxies, certificates and other evidence of the right to vote,
               and such other matters concerning the conduct of the meeting as
               it shall deem appropriate. Except as otherwise permitted or
               required by any such regulations, the holding of Notes shall be
               proved in the manner specified in Section 8.4 and the appointment
               of any proxy shall be proved in the manner specified in Section
               8.2. Such regulations may provide that written instruments
               appointing proxies, regular on their face, may be presumed valid
               and genuine without the proof specified in Section 8.2 or other
               proof.

          (b)  The Indenture Trustee shall, by an instrument in writing, appoint
               a temporary chairman of the meeting, unless the meeting shall
               have been called by the Issuer or by Holders of Notes as provided
               in Section 12.2(b), in which case the Issuer or the Holders of
               Notes of the series calling the meeting, as the case may be,
               shall in like manner appoint a temporary chairman. A permanent
               chairman and a permanent secretary of the meeting shall be
               elected by vote of the Persons entitled to vote a majority in
               principal amount of the Outstanding Notes of such series
               represented at the meeting.

          (c)  At any meeting, each Holder of a Note of such series or proxy
               shall be entitled to one vote for each $1,000 of principal amount
               of Notes of such series held or represented by such Holder or
               proxy; PROVIDED, HOWEVER, that no vote shall be cast or counted
               at any meeting in respect of any Note challenged as not
               Outstanding and ruled by the chairman of the meeting to

                                       70
<Page>

               be not Outstanding. The chairman of the meeting shall have no
               right to vote, except as a Holder of a Note of such series or
               proxy.

          (d)  Any meeting of Holders of Notes of any series duly called
               pursuant to Section 12.2 at which a quorum is present may be
               adjourned from time to time by Persons entitled to vote a
               majority in principal amount of the Outstanding Notes of such
               series represented at the meeting; and the meeting may be held as
               so adjourned without further notice.

          SECTION 12.6  COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The
vote upon any resolution submitted to any meeting of Holders of Notes of any
series shall be (a) by written ballots on which shall be subscribed the
signatures of the Holders of Notes of such series or of their representatives by
proxy and the principal amounts and serial numbers of the Outstanding Notes of
such series held or represented by them or (b) by such other procedures adopted
by the Indenture Trustee in its discretion. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record, at least in triplicate, of the proceedings
of each meeting of Holders of Notes of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 12.2 and, if applicable, Section 12.4. Each copy shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one such copy shall be delivered to the Issuer, and another to
the Indenture Trustee to be preserved by the Indenture Trustee, the latter to
have attached thereto the ballots voted at the meeting. Any record so signed and
verified shall be conclusive evidence of the matters therein stated.

                                   ARTICLE 13
                            MISCELLANEOUS PROVISIONS

          SECTION 13.1  NO RECOURSE. Notwithstanding anything to the contrary
contained in this Indenture, or any relevant Note Certificate or Supplemental
Indenture, none of the Funding Agreement Provider, its officers directors,
affiliates, employees or agents, or any of the Delaware Trustee, the Trust
Beneficial Owner or the Series Beneficial Owner, or any of their officers,
directors, affiliates, employees or agents (the "NONRECOURSE PARTIES") will be
personally liable for the payment of any principal, interest or any other sums
at any time owing under the terms of the Notes. If any Event of Default shall
occur with respect to the Notes of any series, the right of the Holders of the
Notes and the Indenture Trustee on behalf of such Holders in connection with a
claim on the Notes shall be limited solely to a proceeding against the relevant
Collateral. Neither such Holders nor the Indenture Trustee on behalf of such
Holders will have the right to proceed against the Nonrecourse Parties or any
other series of the Issuer to enforce the Notes (except that to the extent they
exercise their rights, if any, to seize the relevant Funding Agreement, they may
enforce the relevant Funding Agreement against the Funding Agreement Provider)
or for any deficiency judgment remaining after foreclosure of any property
included in the relevant Collateral.

                                       71
<Page>

          It is expressly understood and agreed that nothing contained in this
Section shall in any manner or way constitute or be deemed a release of the debt
or other obligations evidenced by the Notes of any series or otherwise affect or
impair the enforceability against the Issuer with respect to the relevant series
of the Issuer of the liens, assignments, rights and Security Interests created
by or pursuant to this Indenture, the relevant Collateral or any other
instrument or agreement evidencing, securing or relating to the indebtedness or
the obligations evidenced by the Notes of a series. Nothing in this Section
shall preclude the Holders from foreclosing upon any property included in the
relevant Collateral or any other rights or remedies in law or in equity against
the Issuer with respect to the relevant series of the Issuer.

          Holders may not seek to enforce rights with respect to any Notes (i)
by commencing any recovery or enforcement proceedings against the Issuer
generally or with respect to the relevant series of the Issuer, (ii) by applying
to wind up the Issuer, (iii) otherwise than through the Indenture Trustee in
exercise of powers, appointing a receiver or administrator to the Issuer or any
of the assets of the Issuer generally or with respect to the relevant series of
the Issuer, (iv) by making any statutory demand upon the Issuer or with respect
to the relevant series of the Issuer under applicable corporation law, or (v) in
any other manner except as may be provided in this Indenture, and any applicable
Note Certificate or Supplemental Indenture.

          SECTION 13.2  PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
AND HOLDERS. Nothing in this Indenture or in the Notes, expressed or implied,
shall give or be construed to give to any Person, other than the parties hereto
and their successors and the Holders of the Notes, any legal or equitable right,
remedy or claim under this Indenture or under any covenant or provision herein
contained, all such covenants and provisions being for the sole benefit of the
parties hereto and their successors and of the Holders of the Notes.

          SECTION 13.3  SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

          SECTION 13.4  NOTICES AND DEMANDS ON ISSUER, INDENTURE TRUSTEE AND ANY
HOLDER.

          (a)  Except as otherwise provided by this Section, any notice or
               demand which by any provision of this Indenture is required or
               permitted to be given or served by the Indenture Trustee or by
               any Holder of any Note to or on the Issuer may be given or served
               by being deposited postage prepaid, first-class mail (except as
               otherwise specifically provided herein) addressed (until another
               address of the Issuer is filed by the Issuer with the Indenture
               Trustee) to the Delaware Trustee. Any notice, direction, request
               or demand by the Issuer or any Holder to or upon the Indenture
               Trustee shall be deemed to have been sufficiently given or made,
               for all purposes, if given or made at the Corporate Trust Office.

          (b)  Where this Indenture provides for notice to any Holder, such
               notice shall be sufficiently given (unless otherwise herein
               expressly provided) if in writing and mailed, first-class postage
               prepaid, to each Holder entitled

                                       72
<Page>

               thereto, at such Holder's last address as it appears in the
               applicable Note Register. In any case where notice to any Holder
               is given by mail, neither the failure to mail such notice, nor
               any defect in any notice so mailed, to any particular Holder
               shall affect the sufficiency of such notice with respect to any
               other Holder.

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

          (d)  If, by reason of the suspension of or irregularities in regular
               mail service, it shall be impracticable to mail notice to the
               Issuer and each Holder when such notice is required to be given
               pursuant to any provision of this Indenture, then any manner of
               giving such notice as shall be satisfactory to the Indenture
               Trustee shall be deemed to be a sufficient giving of such notice.

          SECTION 13.5  ISSUER'S CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN.

          (a)  Except as otherwise expressly provided in this Indenture, upon
               any application or demand by the Issuer to the Indenture Trustee
               to take any action under any of the provisions of this Indenture,
               the Issuer shall furnish to the Indenture Trustee an Issuer's
               Certificate stating that all conditions precedent, if any,
               provided for in this Indenture relating to the proposed action
               have been complied with and an Opinion of Counsel stating that in
               the opinion of such counsel all such conditions precedent, if
               any, have been complied with, except that in the case of any such
               application or demand as to which the furnishing of such
               documents is specifically required by any provision of this
               Indenture relating to such particular application or demand, no
               additional certificate or opinion need be furnished.

          (b)  Each certificate or opinion provided for in this Indenture and
               delivered to the Indenture Trustee with respect to compliance
               with a condition or covenant provided for in this Indenture shall
               include:

               (i)    a statement that the Person making such certificate or
                      opinion has read such covenant or condition;

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

                                       73
<Page>

               (iii)  a statement that, in the opinion of such Person, he has
                      made such examination or investigation or has received
                      such certificates, opinions, representations or statements
                      of counsel or accountants pursuant to paragraphs (c) or
                      (d) of this Section, as are necessary to enable him to
                      express an informed opinion as to whether or not such
                      covenant or condition has been complied with; and

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

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

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

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

          SECTION 13.6  GOVERNING LAW. This Indenture and the Notes of each
series shall (unless specified otherwise in the Notes of such series) be
governed by, and construed in accordance with, the laws of the State of New
York, except as required by mandatory provisions of law and except to the extent
that the validity or perfection of the Issuer's ownership of and security
interest in the Funding Agreements or remedies under this Indenture in respect
thereof may be governed by the laws of a jurisdiction other than the State of
New York. All judicial proceedings brought against the Issuer or the Indenture
Trustee arising out of or relating to the Indenture, any Note or any portion of
the Collateral or other assets of the Issuer may be brought in any state or
federal court in the State of New York, provided that any series of Notes may

                                       74
<Page>

specify other jurisdictions as to which the Issuer may consent to the
nonexclusive jurisdiction of its courts with respect to such series of Notes.

          SECTION 13.7  COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which shall be an original; but such
counterparts shall together constitute but one and the same instrument.

          SECTION 13.8  CONCERNING THE DELAWARE TRUSTEE. It is expressly
understood and agreed by the parties that (a) this Indenture is executed and
delivered by Wilmington Trust Company, not individually or personally, but
solely as Delaware Trustee, in the exercise of the powers and authority
conferred and vested in it, pursuant to the Trust Agreement, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company but is made and intended for the purpose
of binding only the Issuer, (c) nothing contained herein shall be construed as
creating any liability on Wilmington Trust Company individually or personally,
to perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any
person claiming by, through or under the parties hereto, and (d) under no
circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer generally or with respect
to any series of the Issuer or be liable for any breach or failure of any
obligation, representation, warranty or covenant made or undertaken by the
Issuer under this Indenture or any other related documents; provided, however,
that such waiver shall not affect the liability of Wilmington Trust Company (or
any entity acting as successor or additional trustee) to any Person under any
other agreement to the extent expressly agreed to in its individual capacity
under the Trust Agreement.

          SECTION 13.9  EFFECT OF HEADINGS. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.

          SECTION 13.10 TRUST INDENTURE ACT TO CONTROL. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with any
duties under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof (each, an "INCORPORATED PROVISION"), such incorporated
provision shall control.

          SECTION 13.11 JUDGMENT CURRENCY. The Issuer agrees, to the fullest
extent that it may effectively do so under applicable law, that:

          (a)  if for the purposes of obtaining judgment in any court it is
               necessary to convert the sum due in respect of the Notes of any
               series in the Specified Currency into a currency in which a
               judgment will be rendered (the "JUDGMENT CURRENCY"), the rate of
               exchange used (the "REQUIRED RATE OF EXCHANGE") shall be the rate
               at which in accordance with normal banking procedures the
               Indenture Trustee could purchase in The City of New York the
               Specified Currency with the Judgment Currency on the date on
               which final unappealable judgment is entered, unless such day is
               not a New York Banking Day, then, to the extent permitted by
               applicable law, the rate of exchange used shall be the rate at
               which in accordance with

                                       75
<Page>

               normal banking procedures the Indenture Trustee could purchase in
               The City of New York the Specified Currency with the Judgment
               Currency on the New York Banking Day preceding the day on which
               final unappealable judgment is entered;

          (b)  its obligations under this Indenture to make payments in the
               Specified Currency (i) shall not be discharged or satisfied by
               any tender, or any recovery pursuant to any judgment (whether or
               not entered in accordance with subsection (a)), in any currency
               other than the Specified Currency, except to the extent that such
               tender or recovery shall result in the actual receipt, by the
               payee, of the full amount of the Specified Currency expressed to
               be payable in respect of such payments, (ii) shall be enforceable
               as an alternative or additional cause of action for the purpose
               of recovering in the Specified Currency the amount, if any, by
               which such actual receipt shall fall short of the full amount of
               the Specified Currency so expressed to be payable and (iii) shall
               not be affected by judgment being obtained for any other sum due
               under this Indenture; and

          (c)  it shall indemnify the Holder or Holders of any Note against any
               loss incurred as a result of any variation between:

               (i)    the rate of exchange at which the Specified Currency
                      amount is actually converted into the Judgment Currency
                      for the purpose of that judgment or order; and

               (ii)   the Required Rate of Exchange.

For purposes of this Section, "NEW YORK BANKING DAY" means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or required by law
or executive order to close.

                                   ARTICLE 14
                                SECURITY INTEREST

          SECTION 14.1  SECURITY INTEREST.

          (a)  To secure the full and punctual payment of the Obligations with
               respect to each series of Notes in accordance with the terms
               thereof and to secure the performance of the Issuer's obligations
               under such Notes and this Indenture, the Issuer hereby pledges
               and collaterally assigns to and with the Indenture Trustee for
               the benefit of each Holder of each Note of such series and any
               other Person for whose benefit the Indenture Trustee is holding
               the applicable series Collateral, and will grant to the Indenture
               Trustee for the benefit of each Holder of each such Note and any
               other Person for whose benefit the Indenture Trustee is holding
               the applicable series Collateral, a security interest in the
               series Collateral specified in each applicable Note Certificate
               or in the applicable Supplemental Indenture as securing the
               Obligations with respect to such series of Notes,

                                       76
<Page>

               and all of the rights and privileges of the Issuer with respect
               to the applicable series of the Issuer in and to such series
               Collateral (collectively for each such series of Notes, the
               "SECURITY INTEREST" for such series of Notes and for all series
               of Notes, the "SECURITY INTERESTS"), in each case effective as of
               the Issue Date of the applicable Notes.

          (b)  It is expressly agreed that anything therein contained to the
               contrary notwithstanding, the Issuer shall remain liable under
               each Funding Agreement to perform all the obligations assumed by
               it thereunder, all in accordance with and pursuant to the terms
               and provisions thereof, and the Indenture Trustee shall not have
               any obligations or liabilities by reason of or arising out of
               this Indenture, nor shall the Indenture Trustee be required or
               obligated in any manner to perform or fulfill any obligations of
               the Issuer under or pursuant to such Funding Agreement or to make
               any payment, to make any inquiry as to the nature or sufficiency
               of any payment received by it, or, prior to the occurrence and
               continuance of an Event of Default, to present or file any claim,
               or to take any action to collect or enforce the payment of any
               amounts that may have been assigned to it or to which it may be
               entitled at any time or times.

          (c)  The Indenture Trustee acknowledges the grant of each Security
               Interest upon the issuance of each series of Notes to which it
               relates, accepts the trusts hereunder in accordance with the
               provisions hereof and agrees to perform its duties herein to the
               end that the interests of each Holder of the Notes of such series
               and any other Person for whose benefit the Indenture Trustee is
               holding the applicable series Collateral may be adequately and
               effectively protected.

          SECTION 14.2  REPRESENTATIONS AND WARRANTIES. The Issuer represents
and warrants (which representations and warranties shall be deemed to have been
repeated as of the date of any Note Certificate or indenture or indentures
supplemental hereto that establishes the terms of any series of Notes hereunder)
as follows:

          (a)  The Issuer owns or, prior to the issuance of the Notes of any
               series it will own, each Funding Agreement that secures the
               Obligations with respect to such series and all of the rest of
               the Collateral, free and clear of any Liens other than the
               Security Interest in such Collateral.

          (b)  The Issuer has not performed any acts which might prevent the
               Indenture Trustee from enforcing any of the terms of this
               Indenture or which would limit the Indenture Trustee in any such
               enforcement. Other than financing statements or other similar or
               equivalent documents or instruments with respect to each Security
               Interest, no financing statement, mortgage, security agreement or
               similar or equivalent document or instrument covering all or any
               part of the Collateral is on file or of record in any
               jurisdiction in which such filing or recording would be effective
               to perfect a Lien on such Collateral. No Collateral is in the
               possession of any Person

                                       77
<Page>

               (other than the Issuer or its agent) asserting any claim thereto
               or security interest therein, except that the Indenture Trustee
               or its designee may have possession of Collateral as contemplated
               hereby.

          (c)  Each Security Interest constitutes a valid security interest
               securing the Obligations. When (i) the financing statements shall
               have been filed in the appropriate offices in Illinois, Delaware
               and New York, (ii) the Indenture Trustee or its agent shall have
               taken possession of each applicable Funding Agreement, (iii) the
               Issuer shall have pledged and collaterally assigned each
               applicable Funding Agreement to the Indenture Trustee and given
               written notice to the Funding Agreement Provider of each such
               assignment to the Indenture Trustee and (iv) the Funding
               Agreement Provider shall have given its express written consent
               to such pledge and collateral assignment and affirmed in writing
               that the Funding Agreement Provider has changed its books and
               records to reflect such pledge and collateral assignment to the
               Indenture Trustee, such Security Interest shall constitute a
               first priority perfected security interest in the Collateral,
               enforceable against the Issuer, the Issuer's creditors and any
               purchaser from the Issuer.

          SECTION 14.3  FURTHER ASSURANCES; COVENANTS.

          (a)  The Issuer will not change its name, identity or organizational
               structure in any manner unless it shall have given the Indenture
               Trustee at least 30 days' prior notice thereof. The Issuer will
               not change the location of its chief executive office or chief
               place of business unless it shall have given the Indenture
               Trustee at least 30 days' prior notice thereof.

          (b)  The Issuer will, from time to time and upon advice of counsel, at
               the Issuer's expense, execute, deliver, file and record any
               statement, assignment, instrument, document, agreement or other
               paper and take any other action, (including, without limitation,
               any filings of financing or continuation statements) that from
               time to time may be necessary or desirable, or that the Indenture
               Trustee may reasonably request, in order to create, preserve,
               perfect, confirm or validate a Security Interest or to enable the
               Holders of Notes to obtain the full benefits of this Indenture,
               or to enable the Indenture Trustee to exercise and enforce any of
               its rights, powers and remedies hereunder with respect to any
               Collateral. To the extent permitted by applicable law, the Issuer
               hereby authorizes the Indenture Trustee to execute and file
               financing statements or continuation statements without the
               Issuer's signature appearing thereon. The Issuer agrees that a
               carbon, photographic, photostatic or other reproduction of this
               Indenture or of a financing statement is sufficient as a
               financing statement. The Issuer shall pay the costs of, or
               incidental to, any recording or filing of any financing or
               continuation statements concerning any Collateral.

                                       78
<Page>

          (c)  If any Collateral is at any time in the possession or control of
               any warehouseman, bailee or any of the Issuer's agents or
               processors, the Issuer shall notify such warehouseman, bailee,
               agent or processor of the Security Interest created hereby and to
               hold all such Collateral for the Indenture Trustee's account
               subject to the Indenture Trustee's instructions.

          (d)  The Issuer will, promptly upon request, provide to the Indenture
               Trustee all information and evidence it may reasonably request
               concerning Collateral to enable the Indenture Trustee to enforce
               the provisions of this Indenture.

          (e)  Not more than six months nor less than 30 days prior to each date
               on which the Issuer proposes to take any action contemplated by
               Section 14.3(a), the Issuer shall, at its cost and expense, cause
               to be delivered to the Indenture Trustee an Opinion of Counsel,
               satisfactory to the Indenture Trustee, to the effect that all
               financing statements and amendments or supplements thereto,
               continuation statements and other documents required to be
               recorded or filed in order to perfect and protect the Security
               Interest for a period, specified in such opinion, continuing
               until a date not earlier than eighteen months from the date of
               such opinion, against all creditors of and purchasers from the
               Issuer have been filed in each filing office necessary for such
               purpose and that all filing fees and taxes, if any, payable in
               connection with such filings have been paid in full.

          (f)  From time to time upon request by the Indenture Trustee, the
               Issuer shall, at its cost and expense, cause to be delivered to
               the Indenture Trustee an Opinion of Counsel satisfactory to the
               Indenture Trustee as to such matters relating to the Security
               Interest as the Indenture Trustee or the Holder or Holders of not
               less than a majority in aggregate principal amount of the Notes
               then Outstanding may reasonably request.

          SECTION 14.4  GENERAL AUTHORITY. The Issuer hereby irrevocably
appoints the Indenture Trustee its true and lawful attorney, with full power of
substitution, in the name of the Issuer, the Indenture Trustee, the Holders of
Notes or otherwise, for the sole use and benefit of the Holders of Notes, but at
the Issuer's expense, to the extent permitted by law to exercise, at any time
and from time to time while an Event of Default has occurred and is continuing,
all or any of the following powers with respect to all or any of the Collateral:

          (a)  to demand, sue for, collect, receive and give acquittance for any
               and all monies due or to become due thereon or by virtue thereof,

          (b)  to settle, compromise, compound, prosecute or defend any action
               or proceeding with respect thereto,

          (c)  to sell, transfer, assign or otherwise deal in or with the same
               or the proceeds or avails thereof, as fully and effectually as if
               the Indenture Trustee were the absolute owner thereof, and

                                       79
<Page>

          (d)  to extend the time of payment of any or all thereof and to make
               any allowance and other adjustments with reference thereto;

PROVIDED that the Indenture Trustee shall give the Issuer not less than 10 days'
prior notice of the time and place of any sale or other intended disposition of
any of the Collateral, except any part of the Collateral which threatens to
decline speedily in value or is of a type customarily sold on a recognized
market.

          SECTION 14.5  REMEDIES UPON EVENT OF DEFAULT. If any Event of Default
has occurred and is continuing, the Indenture Trustee may exercise on behalf of
the Holders of the Notes all rights of a secured party under applicable law and,
in addition, the Indenture Trustee may, without being required to give any
notice, except as herein provided or as may be required by mandatory provisions
of law, (i) apply all cash, if any, then held by it as all or part of the
Collateral as specified in Section 5.3 and (ii) if there shall be no such cash
or if such cash shall be insufficient to pay all the Obligations in full, sell
the Collateral (including each applicable Funding Agreement) or any part thereof
at public or private sale, for cash, upon credit or for future delivery, and at
such price or prices as the Indenture Trustee may deem satisfactory. Any Holder
may be the purchaser of any or all of the Collateral so sold at any public sale
(or, if the Collateral is of a type customarily sold in a recognized market or
is of a type which is the subject of widely distributed standard price
quotations, at any private sale). The Issuer will execute and deliver such
documents and take such other action as the Indenture Trustee deems necessary or
advisable in order that any such sale may be made in compliance with law. Upon
any such sale the Indenture Trustee shall have the right to deliver, assign and
transfer to the purchaser thereof the Collateral so sold. Each purchaser at any
such sale shall hold the Collateral so sold to it absolutely and free from any
claim or right of whatsoever kind, including any equity or right of redemption
of the Issuer which may be waived, and the Issuer, to the extent permitted by
law, hereby specifically waives all rights of redemption, stay or appraisal
which it has or may have under any law now existing or hereafter adopted. The
notice (if any) of such sale shall (A) in the case of a public sale, state the
time and place fixed for such sale, and (B) in the case of a private sale, state
the day after which such sale may be consummated. Any such public sale shall be
held at such time or times within ordinary business hours and at such place or
places as the Indenture Trustee may fix in the notice of such sale. At any such
sale the Collateral may be sold in one lot as an entirety or in separate
parcels, as the Indenture Trustee may determine. The Indenture Trustee shall not
be obligated to make any such sale pursuant to any such notice. The Indenture
Trustee may, without notice or publication, adjourn any public or private sale
or cause the same to be adjourned from time to time by announcement at the time
and place fixed for the sale, and such sale may be made at any time or place to
which the same may be so adjourned. In the case of any sale of all or any part
of the Collateral on credit or for future delivery, the Collateral so sold may
be retained by the Indenture Trustee until the selling price is paid by the
purchaser thereof, but the Indenture Trustee shall not incur any liability in
the case of the failure of such purchaser to take up and pay for the Collateral
so sold and, in the case of any such failure, such Collateral may again be sold
upon like notice. The Indenture Trustee, instead of exercising the power of sale
herein conferred upon it, may proceed by a suit or suits at law or in equity to
foreclose a Security Interest and sell any Collateral, or any portion thereof,
under a judgment or decree of a court or courts of competent jurisdiction.

                                       80
<Page>

          SECTION 14.6  LIMITATION ON DUTIES OF INDENTURE TRUSTEE WITH RESPECT
TO COLLATERAL. Beyond the exercise of reasonable care in the custody thereof,
the Indenture Trustee shall have no duty as to any portion of the Collateral in
its possession or control or in the possession or control of any agent or bailee
or as to the preservation of rights against prior parties or any other rights
pertaining thereto. The Indenture Trustee shall be deemed to have exercised
reasonable care in the custody of the Collateral in its possession if the
Collateral is accorded treatment substantially equal to that which it accords
its own property, and shall not be liable or responsible for any loss or damage
to any of the Collateral, or for any diminution in the value thereof, by reason
of the act or omission of any warehouseman, carrier, forwarding agency,
consignee or other agent or bailee selected by the Indenture Trustee in good
faith.

          SECTION 14.7  CONCERNING THE INDENTURE TRUSTEE. In furtherance and not
in derogation of the rights, privileges and immunities of the Indenture Trustee
herein specified:

          (a)  The Indenture Trustee is authorized to take all such action as is
               provided to be taken by it as Indenture Trustee under this
               Article and all other action reasonably incidental thereto. As to
               any matters not expressly provided for herein (including, without
               limitation, the timing and methods of realization upon any
               Collateral) the Indenture Trustee shall act or refrain from
               acting in accordance with written instructions from the Holder or
               Holders of the required percentage of aggregate principal amount
               of Notes for any instructions or, in the absence of such
               instructions, in accordance with its discretion.

          (b)  The Indenture Trustee shall not be responsible for the existence,
               genuineness or value of any of the Collateral or for the
               validity, perfection, priority or enforceability of the Security
               Interest in any of the Collateral, whether impaired by operation
               of law or by reason of any action or omission to act on its part
               hereunder.

          SECTION 14.8  TERMINATION OF SECURITY INTEREST. Upon the repayment in
full of all Obligations relating to a series of Notes, the Security Interest
shall terminate and all rights to the Collateral relating to such series shall
revert to the Issuer. Upon any such termination of a Security Interest, and
delivery of a certificate by the Issuer to such effect, the Indenture Trustee
will, at the expense of the Issuer, execute and deliver to the Issuer such
documents as the Issuer shall reasonably request to evidence the termination of
the Security Interest.

                                       81
<Page>

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed as of the date first above written.

                                        ALLSTATE LIFE GLOBAL FUNDING, acting
                                        hereunder with respect to each series of
                                        the Trust

                                        By: Wilmington Trust Company,
                                            not in its individual capacity
                                            but solely as Delaware Trustee


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


                                        BANK ONE, NATIONAL ASSOCIATION


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

                                       82
<Page>

                                                                     EXHIBIT A-1


                             FORM OF GLOBAL SECURITY

                                 [FACE OF NOTE].

          Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such other name as
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or such other entity as is requested by an authorized representative
of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.

          this note is a global security within the meaning of the indenture
hereinafter referred to and is registered in the name of a depositary or a
nominee thereof. this security may not be exchanged in whole or in part for a
security registered, and no transfer of this security in whole or in part may be
registered, in the name of any person other than such depositary or a nominee
thereof, except in the limited circumstances described in the indenture.

REGISTERED NO.    _______________________________   CUSIP NO.___________________

Principal Amount: $______________________________

(or principal amount of foreign or composite currency)

Interest Rate:    _______________________________

Issue Date:       _______________________________

Maturity Date:    _______________________________

Interest Payment Date(s):________________________

Redemption Provisions:___________________________

Repayment Provisions:____________________________

Survivor's Option:_______________________________

                                      A-1-1
<Page>

                          ALLSTATE LIFE GLOBAL FUNDING

          For value received, ALLSTATE LIFE GLOBAL FUNDING, a statutory trust
organized in series under the laws of the State of Delaware (hereinafter called
the "Trust"), hereby promises to pay to Cede & Co., or registered assigns, at
the Corporate Trust Office of the Indenture Trustee or such other office as may
be designated pursuant to the Indenture, the principal amount stated above on
the Maturity Date stated above, in such coin or currency stated above, to pay
interest thereon at the Interest Rate per annum stated above (on the basis of a
360 day year of twelve 30 day months), in like coin or currency, on the Interest
Payment Date(s) set forth above and on the Maturity Date (or on the date of
redemption or repayment by the Trust prior to maturity pursuant to mandatory or
optional redemption provisions, in each case if provided for above, in any Note
Certificate or in a Supplemental Indenture) and to pay such other amounts due
and owing with respect to this Note. The interest so payable on any Interest
Payment Date will, subject to certain exceptions provided in the Indenture
referred to below, be paid to the person in whose name this Note is registered
(i) if such Interest Payment Date occurs on the 15th day of a month, at the
close of business on the first day (whether or not a Business Day) of the
calendar month in which such Interest Payment Date occurs, (ii) if such Interest
Payment Date occurs on the first day of a month, at the close of business on the
15th day (whether or not a Business Day) of the calendar month preceding the
month in which such Interest Payment Date occurs, or (iii) if such Interest
Payment Date occurs on any day other than the first or 15th day of the month, at
the close of business on the 15th day (whether or not a Business Day) preceding
such Interest Payment Date; provided that, notwithstanding the foregoing clauses
(i), (ii) and (iii), the Regular Interest Record Date with respect to the final
Interest Payment Date will be the final Interest Payment Date. Unless otherwise
provided for in the Indenture, at the option of the Trust, any interest,
Additional Amounts or other amounts due and owing with respect to this Note may
be paid by check to the registered Holder hereof entitled thereto at his last
address as it appears on the registry books, and principal may be paid by check
to the registered Holder hereof or other person entitled thereto against
surrender of this Note.

          Each payment of interest on a Note shall include accrued interest from
and including the Issue Date or from and including the last day in respect of
which interest has been paid (or duly provided for), as the case may be, to, but
excluding, the Interest Payment Date or the day to which the principal hereof
has been paid (or duly provided for), as the case may be.

          Additional Amounts shall be payable if so provided in this Note or any
Supplemental Indenture applicable to this Note.

          This Global Security is one of a duly authorized issue of Notes of the
Trust all issued or to be issued under and pursuant to an indenture dated as of
- (the "Indenture") duly executed by the Trust and Bank One, National
Association (together with any successor thereto, called the "Indenture
Trustee"), to which Indenture and all Supplemental Indentures thereto, reference
is hereby made for a description of the rights, duties and immunities thereunder
of the Indenture Trustee and the rights thereunder of the Holders of the Notes.

          In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become,

                                      A-1-2
<Page>

due and payable in the manner, with the effect and subject to the conditions
provided in the Indenture.

          The Indenture contains provisions permitting the Trust and the
Indenture Trustee, without the consent of any Holder, to execute Supplemental
Indentures for limited purposes.

          The Indenture also contains provisions permitting the Trust and the
Indenture Trustee, with the consent of the Holders of not less than 662/3% in
aggregate principal amount of all affected series of Notes at the time
Outstanding, evidenced as in the Indenture provided, to execute Supplemental
Indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or any Supplemental Indenture or modifying in
any manner the rights of the Holders of the Notes; provided, that no such
Supplemental Indenture shall (i) extend the final maturity of any Note, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest or any other amount payable thereon, without the consent of
the Holder of each Note so affected, (ii) permit the creation of any Lien on the
Collateral or any part thereof (other than a Security Interest in favor of the
Indenture Trustee on behalf of the Holders) or terminate the Security Interest
as to any part of the Collateral, except as permitted by the Indenture, or (iii)
reduce the aforesaid percentage of Notes, the consent of the Holders of which is
required for any Supplemental Indenture, without the consent of the Holder of
each Outstanding Note so affected.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Trust, which is
absolute and unconditional, to pay the principal of, interest on, or any other
amount due and owing with respect to, this Note at the places, at the respective
times, at the rate, and in the coin or currency, herein prescribed.

          Upon due presentment for registration of transfer of this Global
Security at the Corporate Trust Office of the Indenture Trustee located in the
Borough of Manhattan, the City of New York, a new Global Security for an equal
aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.

          The Trust and the Indenture Trustee may deem and treat the registered
Holder hereof as the absolute owner hereof (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing thereon),
for the purpose of receiving payment of or on account of the principal of, any
premium on, and (subject to Section 8.4 of the Indenture) interest on, and any
Additional Amounts with respect to, this Note and for all other purposes, and
neither the Trust nor the Indenture Trustee shall be affected by any notice to
the contrary.

          No recourse under or upon any obligation, covenant or agreement of the
Trust in the Indenture or any Supplemental Indenture thereto or in any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Trust or of any successor corporation, either directly
or through the Trust or any successor corporation, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such personal liability
of every incorporator,

                                      A-1-3
<Page>

stockholder, officer and director, as such, being expressly waived and released
by the acceptance hereof and as a condition of and as part of the consideration
for the issuance of this Note.

          Under certain circumstances described in the Indenture, the Trust will
issue Notes represented by Definitive Securities in exchange for the Global
Securities. In such event, an owner of a beneficial interest in the Global
Securities will be entitled to have Notes equal in aggregate principal amount to
such beneficial interests registered in its name and will be entitled to
physical delivery of such Notes represented by Definitive Securities. Notes so
issued as Definitive Securities will be issued as registered Notes without
coupons in denominations of at least $1,000 or any amount in excess thereof that
is an integral multiple of $1,000.

          This Note shall be governed by, and construed in accordance with, the
laws of the State of New York, except as required by mandatory provisions of law
and except to the extent that the validity or perfection of the Trust's
ownership of and security interest in the Funding Agreements or remedies under
the Indenture in respect thereof may be governed by the laws of a jurisdiction
other than the State of New York. All judicial proceedings brought against the
Trust or the Indenture Trustee arising out of or relating to the Indenture, this
Note or any portion of the Collateral or other assets of the Trust may be
brought in any state or federal court in the State of New York.

          Capitalized terms used herein without definition and which are defined
in the Indenture shall have the respective meanings assigned thereto in the
Indenture.

          This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by the
Indenture Trustee under the Indenture.

                                      A-1-4
<Page>

          WITNESS THE SEAL OF THE TRUST AND THE SIGNATURE OF ITS DULY AUTHORIZED
OFFICER.

                                            ALLSTATE LIFE GLOBAL FUNDING

Date:                                       By:
     ---------------------                     ---------------------------------
                                               Title

[SEAL]


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

      THIS IS ONE OF THE NOTES DESCRIBED IN THE WITHIN-MENTIONED INDENTURE.


                                            ------------------------------------
                                            AS TRUSTEE

                                            By:
                                               ---------------------------------
                                               Authorized Officer

                                      A-1-5
<Page>

                                 ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

________________________________.

Please print or typewrite name and address including postal zip code of
assignee:

________________________________________________________________________________

________________________________________________________________________________

the within Note of ALLSTATE LIFE GLOBAL FUNDING and hereby does irrevocably
constitute and appoint ___________________________ Attorney to transfer the said
Note on the books of the within-mentioned Trust, with full power of substitution
in the premises.

Dated:_____________________

SIGN HERE _________________ NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THIS GLOBAL NOTE IN EVERY
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

                                      A-1-6
<Page>

                                                                     EXHIBIT A-2

                           FORM OF DEFINITIVE SECURITY

                                 [FACE OF NOTE].

                          ALLSTATE LIFE GLOBAL FUNDING

                         SENIOR SECURED MEDIUM TERM NOTE


NO.  _____________________________                  CUSIP NO. __________________

Principal Amount:     $_____________________

(or principal amount of foreign or composite currency)

Interest Rate:        ______________________

Issue Date:           ______________________

Maturity Date:        ______________________

Interest Payment Date(s):___________________

Redemption Provisions:______________________

Repayment Provisions:_______________________

Survivor's Option: _________________________

                                      A-2-1
<Page>

          For value received, ALLSTATE LIFE GLOBAL FUNDING, a statutory trust
organized in series under the laws of the State of Delaware (hereinafter called
the "Trust"), hereby promises to pay to [________________________], or
registered assigns, at the Corporate Trust Office of the Indenture Trustee or
such other office as may be designated pursuant to the Indenture, the principal
amount stated above on the Maturity Date stated above, in such coin or currency
stated above, to pay interest thereon at the Interest Rate per annum stated
above (on the basis of a 360 day year of twelve 30 day months), in like coin or
currency, on the Interest Payment Date(s) set forth above and on the Maturity
Date (or on the date of redemption or repayment by the Trust prior to maturity
pursuant to mandatory or optional redemption provisions, in each case if
provided for above, in any Note Certificate or in a Supplemental Indenture) and
to pay such other amounts due and owing with respect to this Note.

          Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which provisions shall have the same effect as if
set forth hereon.

          IN WITNESS WHEREOF, the Trust has caused this Note to be signed
manually or by facsimile by its duly authorized officer.

Date:                                       ALLSTATE LIFE GLOBAL FUNDING


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

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is one of the Notes described in the within-mentioned
Indenture.

                                            BANK ONE, NATIONAL ASSOCIATION, as
                                            Indenture Trustee


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

                                      A-2-2
<Page>

                             [REVERSE SIDE OF NOTE]

                          ALLSTATE LIFE GLOBAL FUNDING

                         SENIOR SECURED MEDIUM TERM NOTE

          The interest so payable on any Interest Payment Date will, subject to
certain exceptions provided in the Indenture referred to below, be paid to the
person in whose name this Note is registered (i) if such Interest Payment Date
occurs on the 15th day of a month, at the close of business on the first day
(whether or not a Business Day) of the calendar month in which such Interest
Payment Date occurs, (ii) if such Interest Payment Date occurs on the first day
of a month, at the close of business on the 15th day (whether or not a Business
Day) of the calendar month preceding the month in which such Interest Payment
Date occurs, or (iii) if such Interest Payment Date occurs on any day other than
the first or 15th day of the month, at the close of business on the 15th day
(whether or not a Business Day) preceding such Interest Payment Date; provided
that, notwithstanding the foregoing clauses (i), (ii) and (iii), the Regular
Interest Record Date with respect to the final Interest Payment Date will be the
final Interest Payment Date. Unless otherwise provided for in the Indenture, at
the option of the Trust, any interest, Additional Amounts or other amounts due
and owing with respect to this Note may be paid by check to the registered
Holder hereof entitled thereto at his last address as it appears on the registry
books, and principal may be paid by check to the registered Holder hereof or
other person entitled thereto against surrender of this Note.

          Each payment of interest on a Note shall include accrued interest from
and including the Issue Date or from and including the last day in respect of
which interest has been paid (or duly provided for), as the case may be, to, but
excluding, the Interest Payment Date or the day to which the principal hereof
has been paid (or duly provided for), as the case may be.

          Additional Amounts shall be payable if so provided in this Note or any
Supplemental Indenture applicable to this Note.

          This Definitive Security is one of a duly authorized issue of Notes of
the Trust all issued or to be issued under and pursuant to an indenture dated as
of - (the "Indenture") duly executed by the Trust and Bank One, National
Association (together with any successor thereto, called the "Indenture
Trustee"), to which Indenture and all Supplemental Indentures thereto, reference
is hereby made for a description of the rights, duties and immunities thereunder
of the Indenture Trustee and the rights thereunder of the Holders of the Notes.

          In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal hereof may be declared, and upon such
declaration shall become, due and payable in the manner, with the effect and
subject to the conditions provided in the Indenture.

          The Indenture contains provisions permitting the Trust and the
Indenture Trustee, without the consent of any Holder, to execute Supplemental
Indentures for limited purposes.

                                      A-2-3
<Page>

          The Indenture also contains provisions permitting the Trust and the
Indenture Trustee, with the consent of the Holders of not less than 662/3% in
aggregate principal amount of all affected series of Notes at the time
Outstanding, evidenced as in the Indenture provided, to execute Supplemental
Indentures adding any provisions to or changing in any manner or eliminating any
of the provisions of the Indenture or any Supplemental Indenture or modifying in
any manner the rights of the Holders of the Notes; provided, that no such
Supplemental Indenture shall (i) extend the final maturity of any Note, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest or any other amount payable thereon, without the consent of
the Holder of each Note so affected, (ii) permit the creation of any Lien on the
Collateral or any part thereof (other than a Security Interest in favor of the
Indenture Trustee on behalf of the Holders) or terminate the Security Interest
as to any part of the Collateral, except as permitted by the Indenture, or (iii)
reduce the aforesaid percentage of Notes, the consent of the Holders of which is
required for any Supplemental Indenture, without the consent of the Holder of
each Outstanding Note so affected.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Trust, which is
absolute and unconditional, to pay the principal of, interest on, or any other
amount due and owing with respect to, this Note at the places, at the respective
times, at the rate, and in the coin or currency, herein prescribed.

          Upon due presentment for registration of transfer of this Definitive
Security at the Corporate Trust Office of the Indenture Trustee located in the
Borough of Manhattan, the City of New York, a new Definitive Security for an
equal aggregate principal amount will be issued to the transferee in exchange
therefor, subject to the limitations provided in the Indenture, without charge
except for any tax or other governmental charge imposed in connection therewith.

          The Trust and the Indenture Trustee may deem and treat the registered
Holder hereof as the absolute owner hereof (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing thereon),
for the purpose of receiving payment of or on account of the principal of, any
premium on, and (subject to Section 8.4 of the Indenture) interest on, and any
Additional Amounts with respect to, this Note and for all other purposes, and
neither the Trust nor the Indenture Trustee shall be affected by any notice to
the contrary.

          No recourse under or upon any obligation, covenant or agreement of the
Trust in the Indenture or any Supplemental Indenture thereto or in any Note, or
because of any indebtedness evidenced thereby, shall be had against any
incorporator, or against any past, present or future stockholder, officer or
director, as such, of the Trust or of any successor corporation, either directly
or through the Trust or any successor corporation, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such personal liability
of every incorporator, stockholder, officer and director, as such, being
expressly waived and released by the acceptance hereof and as a condition of and
as part of the consideration for the issuance of this Note.

          Under certain circumstances described in the Indenture, the Trust will
issue Notes represented by Global Securities in exchange for the Definitive
Securities. In such event, an owner of a beneficial interest in the Definitive
Securities will be entitled to have Notes equal in

                                      A-2-4
<Page>

aggregate principal amount to such beneficial interests registered in its name
and will be entitled to physical delivery of such Notes represented by
Definitive Securities. Notes so issued as Definitive Securities will be issued
as registered Notes without coupons in denominations of at least $1,000 or any
amount in excess thereof that is an integral multiple of $1,000.

          This Note shall be governed by, and construed in accordance with, the
laws of the State of New York, except as required by mandatory provisions of law
and except to the extent that the validity or perfection of the Trust's
ownership of and security interest in the Funding Agreements or remedies under
the Indenture in respect thereof may be governed by the laws of a jurisdiction
other than the State of New York. All judicial proceedings brought against the
Trust or the Indenture Trustee arising out of or relating to the Indenture, this
Note or any portion of the Collateral or other assets of the Trust may be
brought in any state or federal court in the State of New York.

          Capitalized terms used herein without definition and which are defined
in the Indenture shall have the respective meanings assigned thereto in the
Indenture.

          This Note shall not be valid or become obligatory for any purpose
until the Certificate of Authentication hereon shall have been signed by the
Indenture Trustee under the Indenture.

                                      A-2-5
<Page>

                                 ASSIGNMENT FORM

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

_______________________________.

Please print or typewrite name and address including postal zip code of
assignee:

________________________________________________________________________________

________________________________________________________________________________

the within Note of ALLSTATE LIFE GLOBAL FUNDING and hereby does irrevocably
constitute and appoint ______________________ Attorney to transfer the said Note
on the books of the within-mentioned Trust, with full power of substitution in
the premises.

Dated:_____________________

SIGN HERE NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THIS NOTE IN EVERY PARTICULAR WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER.

                                      A-2-6
<Page>

                                                                       EXHIBIT B

                      FORM OF CERTIFICATE OF AUTHENTICATION

This Note Certificate is one of the Note Certificates representing Notes
described in the within-mentioned Indenture and is being issued in accordance
with Section 2.5(f) of the Indenture.

                                                 BANK ONE, NATIONAL ASSOCIATION,
                                                 As Indenture Trustee


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

                                       B-1