<Page>

                                                                    EXHIBIT 4.1

                                                                  Execution Copy


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                             Scholastic Corporation

                                       TO

                                 Citibank, N.A.
                                     TRUSTEE


                                   ----------

                                    INDENTURE

                            Dated as of April 4, 2003

                                   ----------


                                5% Notes Due 2013


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                                TABLE OF CONTENTS
<Table>
<Caption>
                                                                                             PAGE
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<S>                                                                                             <C>
RECITALS OF THE COMPANY......................................................................   1

        ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.  DEFINITIONS.......................................................................3
                  Act...........................................................................4
                  Affiliate.....................................................................4
                  Agent Member..................................................................4
                  Attributable Debt.............................................................4
                  Authenticating Agent..........................................................4
                  Beneficial Owner..............................................................5
                  Board of Directors............................................................5
                  Board Resolution..............................................................5
                  Business Day..................................................................5
                  Commission....................................................................5
                  Company.......................................................................5
                  Company Request...............................................................5
                  Company Order.................................................................5
                  Comparable Treasury Issue.....................................................5
                  Comparable Treasury Price.....................................................5
                  Consolidated Net Tangible Assets..............................................5
                  Corporate Trust Office........................................................5
                  corporation...................................................................6
                  Covenant Defeasance...........................................................6
                  Debt..........................................................................6
                  Defaulted Interest............................................................6
                  Defeasance....................................................................6
                  Depositary....................................................................6
                  Event of Default..............................................................6
                  Exchange Act..................................................................6
                  Exchange Offer................................................................6
                  Exchange Registration Statement...............................................7
                  Exchange Security.............................................................7
                  Expiration Date...............................................................7
                  Global Security...............................................................7
                  Holder........................................................................7
                  Indenture.....................................................................7
                  Independent Investment Banker.................................................7
                  Initial Purchasers............................................................7
                  Interest Payment Date.........................................................7
                  Investment Company Act........................................................7
                  Lien..........................................................................7
                  Maturity......................................................................7
</Table>

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<Table>
                  <S>                                                                          <C>
                  Nonrecourse Obligation........................................................7
                  Notice of Default.............................................................8
                  Officers' Certificate.........................................................8
                  Opinion of Counsel............................................................8
                  Outstanding...................................................................8
                  Paying Agent..................................................................9
                  Person   9
                  Place of Payment..............................................................9
                  Predecessor Security..........................................................9
                  Principal Property............................................................9
                  Purchase Agreement............................................................9
                  Redemption Date...............................................................9
                  Redemption Price..............................................................9
                  Reference Treasury Dealer.....................................................9
                  Reference Treasury Dealer Quotations.........................................10
                  Registered Securities........................................................10
                  Registration Default.........................................................10
                  Registration Rights Agreement................................................10
                  Regular Record Date..........................................................10
                  Regulation S.................................................................10
                  Regulation S Certificate.....................................................10
                  Regulation S Global Security.................................................10
                  Regulation S Legend..........................................................10
                  Regulation S Securities......................................................10
                  Resale Registration Statement................................................10
                  Registration Statement.......................................................10
                  Responsible Officer..........................................................10
                  Restricted Global Security...................................................10
                  Restricted Period............................................................11
                  Restricted Securities........................................................11
                  Restricted Securities Certificate............................................11
                  Restricted Securities Legend.................................................11
                  Rule 144A....................................................................11
                  Rule 144A Securities.........................................................11
                  Restricted Subsidiary........................................................11
                  Sale and Leaseback Transaction...............................................11
                  Securities...................................................................11
                  Securities Act...............................................................11
                  Securities Act Legend........................................................11
                  Security Register............................................................11
                  Security Registrar...........................................................11
                  Special Interest.............................................................11
                  Special Record Date..........................................................11
                  Stated Maturity..............................................................12
                  Step-Down Date...............................................................12
                  Step-Up......................................................................12
                  Subsidiary...................................................................12
                  Successor Security...........................................................12
</Table>

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<Table>
<S>                                                                                            <C>
                  Treasury Yield...............................................................12
                  Trust Indenture Act..........................................................12
                  Trustee......................................................................12
                  Government Securities........................................................12
                  U.S. Government Obligation...................................................12
                  Vice President...............................................................13

SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.............................................13

SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE...........................................13

SECTION 104.  ACTS OF HOLDERS; RECORD DATES....................................................14

SECTION 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY............................................16

SECTION 106.  NOTICE TO HOLDERS; WAIVER........................................................16

SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT................................................17

SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.........................................17

SECTION 109.  SUCCESSORS AND ASSIGNS...........................................................17

SECTION 110.  SEPARABILITY CLAUSE..............................................................17

SECTION 111.  BENEFITS OF INDENTURE............................................................17

SECTION 112.  GOVERNING LAW....................................................................17

SECTION 113.  LEGAL HOLIDAYS...................................................................18

                           ARTICLE TWO SECURITY FORMS

SECTION 201.  FORMS GENERALLY..................................................................18

SECTION 202.  FORM OF FACE OF SECURITY.........................................................19

SECTION 203.  FORM OF REVERSE OF SECURITY......................................................22

SECTION 204.  FORM OF LEGEND FOR GLOBAL SECURITIES.............................................25

SECTION 205.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION..................................26

                          ARTICLE THREE THE SECURITIES

SECTION 301.  TITLE AND TERMS..................................................................26

SECTION 302.  DENOMINATIONS....................................................................27
</Table>

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<Table>
<S>                                                                                            <C>
SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING...................................28

SECTION 304.  TEMPORARY SECURITIES.............................................................29

SECTION 305.  REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE..............................29

SECTION 306.  MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.................................33

SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED...................................34

SECTION 308.  PERSONS DEEMED OWNERS............................................................35

SECTION 309.  CANCELLATION.....................................................................35

SECTION 310.  COMPUTATION OF INTEREST..........................................................35

SECTION 311.  CUSIP NUMBERS....................................................................36

                     ARTICLE FOUR SATISFACTION AND DISCHARGE

SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE..........................................36

SECTION 402.  APPLICATION OF TRUST MONEY.......................................................37

                              ARTICLE FIVE REMEDIES

SECTION 501.  EVENTS OF DEFAULT................................................................37

SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT...............................38

SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE..................39

SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.................................................40

SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES......................40

SECTION 506.  APPLICATION OF MONEY COLLECTED...................................................41

SECTION 507.  LIMITATION ON SUITS..............................................................41

SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
              PREMIUM AND INTEREST.............................................................42

SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES...............................................42

SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE...................................................42
</Table>

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<Table>
<S>                                                                                            <C>
SECTION 511.  DELAY OR OMISSION NOT WAIVER.....................................................42

SECTION 512.  CONTROL BY HOLDERS...............................................................43

SECTION 513.  WAIVER OF PAST DEFAULTS..........................................................43

SECTION 514.  UNDERTAKING FOR COSTS............................................................43

SECTION 515.  WAIVER OF USURY, STAY OR EXTENSION LAWS..........................................43

                             ARTICLE SIX THE TRUSTEE

SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES..............................................44

SECTION 602.  NOTICE OF DEFAULTS...............................................................44

SECTION 603.  CERTAIN RIGHTS OF TRUSTEE........................................................44

SECTION 604.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES...........................46

SECTION 605.  MAY HOLD SECURITIES AND ACT AS TRUSTEE UNDER OTHER INDENTURES....................46

SECTION 606.  MONEY HELD IN TRUST..............................................................46

SECTION 607.  COMPENSATION AND REIMBURSEMENT...................................................46

SECTION 608.  CONFLICTING INTERESTS............................................................47

SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY..........................................47

SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR................................48

SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR...........................................49

SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS......................49

SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY................................50

SECTION 614.  APPOINTMENT OF AUTHENTICATING AGENT..............................................50

         ARTICLE SEVEN HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS........................52

SECTION 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS...........................52

SECTION 703.  REPORTS BY TRUSTEE...............................................................52
</Table>

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                                       -v-
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<Table>
<S>                                                                                            <C>
SECTION 704.  REPORTS BY COMPANY...............................................................53

       ARTICLE EIGHT CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801.  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.............................53

SECTION 802.  SUCCESSOR SUBSTITUTED............................................................54

                      ARTICLE NINE SUPPLEMENTAL INDENTURES

SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS...............................55

SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS..................................55

SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.............................................56

SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES................................................56

SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT..............................................57

SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES...............................57

                              ARTICLE TEN COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.......................................57

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY..................................................57

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST................................58

SECTION 1004. STATEMENT BY OFFICERS AS TO DEFAULT..............................................59

SECTION 1005. EXISTENCE........................................................................59

SECTION 1006. MAINTENANCE OF PROPERTIES........................................................59

SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS................................................59

SECTION 1008. LIMITATION ON LIENS..............................................................60

SECTION 1009. LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS...................................61

SECTION 1010. WAIVER OF CERTAIN COVENANTS......................................................62

                    ARTICLE ELEVEN REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.........................................................63
</Table>

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                                      -vi-
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<Table>
<S>                                                                                            <C>
SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE............................................63

SECTION 1104. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED................................63

SECTION 1105. NOTICE OF REDEMPTION.............................................................64

SECTION 1106. DEPOSIT OF REDEMPTION PRICE......................................................64

SECTION 1107. SECURITIES PAYABLE ON REDEMPTION DATE............................................65

SECTION 1108. SECURITIES REDEEMED IN PART......................................................65

                ARTICLE TWELVE DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1201. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.....................65

SECTION 1202. DEFEASANCE AND DISCHARGE.........................................................65

SECTION 1203. COVENANT DEFEASANCE..............................................................66

SECTION 1204. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE..................................66

SECTION 1205. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
              HELD IN TRUST; MISCELLANEOUS PROVISIONS..........................................68

SECTION 1206. REINSTATEMENT....................................................................69
</Table>

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    CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310 THROUGH 318,
                 INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

<Table>
<Caption>
TRUST INDENTURE
  ACT SECTION                                                               INDENTURE SECTION
<S>                                                                         <C>
Section 310(a)(1).........................................................  609
           (a)(2) ........................................................  609
           (a)(3) ........................................................  Not Applicable
           (a)(4) ........................................................  Not Applicable
           (b)    ........................................................  608
                                                                            610
Section 311(a)    ........................................................  613
           (b)    ........................................................  613
Section 312(a)    ........................................................  701
                                                                            702
           (b)    ........................................................  702
           (c)    ........................................................  702
Section 313(a)    ........................................................  703
           (b)    ........................................................  703
           (c)    ........................................................  703
           (d)    ........................................................  703
Section 314(a)    ........................................................  704
           (a)(4) ........................................................  101
                                                                            1004
           (b)    ........................................................  Not Applicable
           (c)(1) ........................................................  102
           (c)(2) ........................................................  102
           (c)(3) ........................................................  Not Applicable
           (d)    ........................................................  Not Applicable
           (e)    ........................................................  102
Section 315(a)    ........................................................  601
           (b)    ........................................................  602
           (c)    ........................................................  601
           (d)    ........................................................  601
           (e)    ........................................................  514
Section 316(a)     .......................................................  101
           (a)(1)(A) .....................................................  502
                                                                            512
           (a)(1)(B) .....................................................  513
           (a)(2)     ....................................................  Not Applicable
           (b)        ....................................................  508
           (c)        ....................................................  104
Section 317(a)(1) ........................................................  503
           (a)(2) ........................................................  504
           (b)    ........................................................  1003
Section 318(a)    ........................................................  107
</Table>

                                       -1-
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NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.

                                       -2-
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          INDENTURE, dated as of April 4, 2003, between Scholastic Corporation,
a corporation duly organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its principal executive office at
557 Broadway, New York, New York 10012, and Citibank, N.A., a national banking
association duly organized and existing under the laws of the United States of
America, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

          The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its 5% Notes Due 2013 (herein called
the "Original Securities"), of substantially the tenor and amount hereinafter
set forth to be issued as provided in this Indenture. The Securities may consist
of Original Securities and/or Exchange Securities, each as defined herein. The
Original Securities and the Exchange Securities shall for all purposes
constitute a single series of securities and shall rank equally in right of
payment with all existing and future unsecured and unsubordinated obligations of
the Company.

          All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Securities, as follows:

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.  DEFINITIONS.

          For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

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

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

                                       -3-
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         (3) all accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with generally accepted accounting
     principles, and, except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles as
     are generally accepted at the date of such computation;

         (4) unless the context otherwise requires, any reference to an
     "Article" or a "Section" refers to an Article or a Section, as the case may
     be, of this Indenture; and

         (5) 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.

        "Act", when used with respect to any Holder, has the meaning specified
in Section 104.

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

        "Agent Member" means any member of, or participant in, the Depositary.

        "Attributable Debt" means, in respect of a Sale and Leaseback
Transaction involving a Principal Property, at the time of determination, the
lesser of: (a) the fair value of such property (as determined in good faith by
the Board of Directors); or (b) the present value of the total net amount of
rent required to be paid under such lease during the remaining term thereof
(including any renewal term or period for which such lease has been extended),
discounted at the rate of interest set forth or implicit in the terms of such
lease or, if not practicable to determine such rate, the weighted average
interest rate per annum borne by the Securities of each series outstanding
pursuant to this Indenture compounded semi-annually. For purposes of the
foregoing definition, rent shall not include amounts required to be paid by the
lessee, whether or not designated as rent or additional rent, on account of or
contingent upon maintenance and repairs, insurance, taxes, assessments, water
rates and similar charges. In the case of any lease which is terminable by the
lessee upon the payment of a penalty, such net amount shall be the lesser of the
net amount determined assuming termination upon the first date such lease may be
terminated (in which case the net amount shall also include the amount of the
penalty, but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated) and the net
amount determined assuming no such termination.

        "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 614 to act on behalf of the Trustee to authenticate
Securities of one or more series.

                                       -4-
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        "Beneficial Owner" means, for Securities in book-entry form, the person
who acquires an interest in the Securities which is reflected on the records of
the Depositary through its participants.

        "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board empowered to act for it with
respect to this Indenture.

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

        "Business Day", when used with respect to any Place of Payment, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

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

        "Company" means the corporation named as the "Company" in the first
paragraph of this instrument until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor Person.

        "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its principal
financial officer, its Treasurer, an Assistant Treasurer, its Secretary or an
Assistant Secretary, and delivered to the Trustee.

        "Comparable Treasury Issue" has the meaning set forth in the form of the
Securities contained in Section 203.

        "Comparable Treasury Price" has the meaning set forth in the form of the
Securities contained in Section 203.

        "Consolidated Net Tangible Assets" means, as of the time of
determination, total assets (excluding applicable reserves and other property
deductible items) less: (a) total current liabilities, except for (1) notes and
loans payable, (2) current maturities of long-term debt and (3) current
maturities of obligations under capital leases; and (b) goodwill, patents and
trademarks, to the extent included in total assets, all as set forth on the most
recent consolidated balance sheet of the Company and its Subsidiaries and
computed in accordance with generally accepted accounting principles.

        "Corporate Trust Office" means the corporate trust office of the Trustee
at Citibank Agency and Trust, 111 Wall Street, 14th Floor, New York, New York,
10043 or the office or

                                       -5-
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agency of the Trustee at which at any particular time its corporate trust
business shall be principally administered.

        "corporation" means a corporation, association, company, joint-stock
company or business trust.

        "Covenant Defeasance" has the meaning specified in Section 1203.

        "Debt" means (without duplication), with respect to any Person, whether
recourse is to all or a portion of the assets of such Person and whether or not
contingent, (i) every obligation of such Person for money borrowed, (ii) every
obligation of such Person evidenced by bonds, debentures, notes or other similar
instruments, including obligations incurred in connection with the acquisition
of property, assets or businesses, (iii) every reimbursement obligation of such
Person with respect to letters of credit, bankers' acceptances or similar
facilities issued for the account of such Person, (iv) every obligation of such
Person issued or assumed as the deferred purchase price of property or services
(but excluding trade accounts payable or accrued liabilities arising in the
ordinary course of business), (v) the maximum fixed redemption or repurchase
price of redeemable stock of such Person at the time of determination, (vi)
every obligation to pay rent or other payment amounts of such Person with
respect to any Sale and Leaseback Transaction to which such Person is a party
and (vii) every obligation of the type referred to in Clauses (i) through (vi)
of another Person and all dividends of another Person the payment of which, in
either case, such Person has guaranteed or is responsible or liable, directly or
indirectly, as obligor, guarantor or otherwise.

        "Defaulted Interest" has the meaning specified in Section 307.

        "Defeasance" has the meaning specified in Section 1202.

        "Depositary" means, with respect to the Securities issuable or issued in
whole or in part in the form of one or more Global Securities, DTC for so long
as it shall be a clearing agency registered under the Exchange Act, or such
successor (which shall be a clearing agency registered under the Exchange Act)
as the Issuer shall designate from time to time in an Officers' Certificate
delivered to the Trustee.

        "DTC" means The Depository Trust Company.

        "Euroclear" means Euroclear Bank SA/NV as operator of the Euroclear
system.

        "Event of Default" has the meaning specified in Section 501.

        "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

        "Exchange Offer" has the meaning set forth in the form of the Securities
contained in Section 202.

                                       -6-
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        "Exchange Registration Statement" has the meaning set forth in the form
of the Securities contained in Section 202.

        "Exchange Security" means any Security issued in exchange for an
Original Security or Original Securities pursuant to the Exchange Offer and any
Security with respect to which the next preceding Predecessor Security of such
Security was an Exchange Security.

        "Expiration Date" has the meaning specified in Section 104.

        "Global Security" means a Security in the form prescribed in Section 204
evidencing all or part of the Securities, issued to the Depositary or its
nominee, and registered in the name of such Depositary or its nominee.

        "Holder" means a Person in whose name a Security is registered in the
Security Register.

        "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

        "Independent Investment Banker" has the meaning set forth in the form of
the Securities contained in Section 203.

        "Initial Purchasers" has the meaning specified in the Purchase
Agreement.

        "Interest Payment Date" means the Stated Maturity of an instalment of
interest on the Securities.

        "Investment Company Act" means the Investment Company Act of 1940 and
any statute successor thereto, in each case as amended from time to time.

        "Lien" means any mortgage, security interest, pledge, lien, charge or
other encumbrance.

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

        "Nonrecourse Obligation" means indebtedness or other obligations
substantially related to (i) the acquisition of assets not previously owned by
the Company or any Restricted Subsidiary or (ii) the financing of a project
involving the development or expansion of properties of the Company or any
Restricted Subsidiary, as to which the obligee with respect to such indebtedness
or obligation has no recourse to the Company or any Restricted Subsidiary or any
assets of the Company or any Restricted Subsidiary other than the assets

                                       -7-
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which were acquired with the proceeds of such transaction or the project
financed with the proceeds of such transaction (and the proceeds thereof).

        "Notice of Default" means a written notice of the kind specified in
Section 501(3).

        "Officers' Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, the President or a Vice President, and
by the principal financial officer, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officers' Certificate given pursuant to
Section 1004 shall be the principal executive, financial or accounting officer
of the Company.

        "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for, or an employee of, the Company.

        "Outstanding", when used with respect to Securities, means, as of the
date of determination, all Securities theretofore authenticated and delivered
under this Indenture, EXCEPT:

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

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

          (3) Securities as to which Defeasance has been effected pursuant to
     Section 1202; and

          (4) Securities which have been paid pursuant to Section 306 or in
     exchange for or in lieu of which other Securities have been authenticated
     and delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date, Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which a Responsible Officer of the Trustee actually
knows to be so owned shall be so disregarded.

                                       -8-
<Page>

Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

        "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

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

        "Place of Payment" means the place or places where the principal of and
any premium and interest on the Securities are payable as specified in
Section 301.

        "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

        "Principal Property" means the land, land improvements, buildings and
fixtures (to the extent they constitute real property interests, including any
leasehold interest therein) constituting the principal corporate office, any
manufacturing facility or any distribution center (whether now owned or
hereafter acquired) which: (a) is owned by the Company or any Subsidiary; (b) is
located within any of the present 50 states of the United States (or the
District of Columbia); (c) has not been determined in good faith by the Board of
Directors not to be materially important to the total business conducted by the
Company and its Subsidiaries taken as a whole; and (d) has a market value on the
date as of which the determination is being made in excess of 4.0% of
Consolidated Net Tangible Assets of the Company as most recently determined on
or prior to such date; PROVIDED that (i) the real property located at 557
Broadway, New York, New York and (ii) the real property comprising the
distribution center located in Jefferson City, Missouri shall each be deemed not
to be a Principal Property.

        "Purchase Agreement" means the Purchase Agreement, dated April 2, 2003,
among the Company and the Initial Purchasers named therein.

        "Redemption Date", when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

        "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

        "Reference Treasury Dealer" has the meaning set forth in the form of the
Securities contained in Section 203.

                                       -9-
<Page>

        "Reference Treasury Dealer Quotations" has the meaning set forth in the
form of the Securities contained in Section 203.

        "Registered Securities" means the Exchange Securities and all other
Securities sold or otherwise disposed of pursuant to an effective registration
statement under the Securities Act, together with their respective Successor
Securities.

        "Registration Default" has the meaning set forth in the form of Security
contained in Section 202.

        "Registration Rights Agreement" means the Registration Rights Agreement
among the Company and the Initial Purchasers dated April 2, 2003, as the same
may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.

        "Regular Record Date" for the interest payable on any Interest Payment
Date means the date specified for that purpose as contemplated by Section 301.

        "Regulation S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

        "Regulation S Certificate" means a certificate substantially in the form
set forth in Annex B.

        "Regulation S Global Security" has the meaning specified in Section 201.

        "Regulation S Legend" means a legend substantially in the form of the
legend required in the form of Security set forth in Section 202 to be placed
upon each Regulation S Security.

        "Regulation S Securities" means all Securities required pursuant to
Section 305(b) to bear a Regulation S Legend. Such term includes the Regulation
S Global Security.

        "Resale Registration Statement" has the meaning set forth in the form of
the Securities contained in Section 202.

        "Registration Statement" means the Exchange Registration Statement and
the Resale Registration Statement.

        "Responsible Officer" when used with respect to the Trustee, means any
vice president, any assistant vice president, any senior trust officer or
assistant trust officer, any trust officer, or any other officer associated with
the corporate trust department of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of such person's knowledge of and
familiarity with the particular subject.

        "Restricted Global Security" has the meaning specified in Section 201.

                                      -10-
<Page>

        "Restricted Period" means the period of 41 consecutive days beginning on
and including the later of (i) the day on which Securities are first offered to
persons other than distributors (as defined in Regulation S) in reliance on
Regulation S and (ii) the day on which the closing of the offering of Securities
pursuant to the Purchase Agreement occurs.

        "Restricted Securities" means all Securities required pursuant to
Section 305(c) to bear the Restricted Securities Legend. Such term includes the
Restricted Global Security.

        "Restricted Securities Certificate" means a certificate substantially in
the form set forth in Annex A.

        "Restricted Securities Legend" means a legend substantially in the form
of the legend required in the form of Security set forth in Section 202 to be
placed upon each Restricted Security.

        "Rule 144A" means Rule 144A under the Securities Act (or any successor
provision), as it may be amended from time to time.

        "Rule 144A Securities" means all Securities initially distributed in
connection with the offering of the Securities by the Initial Purchasers in
reliance upon Rule 144A.

        "Restricted Subsidiary" means any Subsidiary that owns any Principal
Property.

        "Sale and Leaseback Transaction" means any arrangement with any person
providing for the leasing by the Company or any Restricted Subsidiary of any
Principal Property which property has been or is to be sold or transferred by
the Company or such Restricted Subsidiary to such person.

        "Securities" means the Original Securities and the Exchange Securities.

        "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

        "Securities Act Legend" means the Restricted Securities Legend and/or
the Regulation S Legend.

        "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305.

        "Special Interest" has the meaning set forth in the form of Security
contained in Section 202. Unless the context otherwise requires, references
herein to "interest" on the Securities shall include Special Interest.

        "Special Interest Notice" has the meaning specified in Section 301.

                                      -11-
<Page>

        "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

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

        "Step-Down Date" has the meaning set forth in the form of the Security
contained in Section 202.

        "Step-Up" has the meaning set forth in the form of the Security
contained in Section 202.

        "Subsidiary" means a corporation of which at least a majority of the
outstanding voting stock having the power to elect a majority of the board of
directors of such corporation is at the time owned, directly or indirectly, by
the Company or by one or more other Subsidiaries, or by the Company and one or
more other Subsidiaries. For the purposes of this definition, "voting stock"
means stock which ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

        "Successor Security" of any particular Security means every Security
issued after, and evidencing all or a portion of the same debt as that evidenced
by, such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

        "Treasury Yield" has the meaning set forth in the form of the Securities
contained in Section 203.

        "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed; PROVIDED, HOWEVER, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

        "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each Person who is then a Trustee hereunder, and if at any time there
is more than one such Person, "Trustee" as used with respect to the Securities
of any series shall mean the Trustee with respect to Securities of that series.

        "U.S. Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which obligations
or guarantee the full faith and credit of the United States is pledged and which
have a remaining weighted average life to maturity of not more than 18 months
from the date of Investment therein.

                                      -12-
<Page>

        "U.S. Government Obligation" has the meaning specified in Section 1204.

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

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

        Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

        Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include,

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

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

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

          (4) a statement as to whether, in the opinion of each such individual,
     such condition or covenant has been complied with.

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

        Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or

                                      -13-
<Page>

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

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

SECTION 104. ACTS OF HOLDERS; RECORD DATES.

        Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. The
Trustee shall promptly deliver to the Company copies of all such instrument or
instruments and records delivered to the Trustee. Such instrument or instruments
(and the action embodied therein and evidenced thereby) are herein sometimes
referred to as the "Act" of the Holders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing any such
agent shall be sufficient for any purpose of this Indenture and (subject to
Section 601) conclusive in favor of the Trustee and the Company, if made in the
manner provided in this Section.

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

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

        Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Security shall bind every future Holder of the
same Security and the Holder of every Security issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof in respect of
anything done, omitted or suffered to be done by the Trustee or the

                                      -14-
<Page>

Company in reliance thereon, whether or not notation of such action is made upon
such Security.

        The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to give, make or take
any request, demand, authorization, direction, vote, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders of Outstanding Securities, PROVIDED that the Company may not set a
record date for, and the provisions of this paragraph shall not apply with
respect to, the giving or making of any notice, declaration, request or
direction referred to in the next paragraph. If any record date is set pursuant
to this paragraph, the Holders of Outstanding Securities on such record date,
and no other Holders, shall be entitled to take the relevant action, whether or
not such Holders remain Holders after such record date; PROVIDED that no such
action shall be effective hereunder unless taken on or prior to the applicable
Expiration Date by Holders of the requisite principal amount of Outstanding
Securities on such record date. Nothing in this paragraph shall be construed to
prevent the Company from setting a new record date for any action for which a
record date has previously been set pursuant to this paragraph (whereupon the
record date previously set shall automatically and with no action by any Person
be cancelled and of no effect), and nothing in this paragraph shall be construed
to render ineffective any action taken by Holders of the requisite principal
amount of Outstanding Securities on the date such action is taken. Promptly
after any record date is set pursuant to this paragraph, the Company, at its own
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Trustee in writing and to
each Holder of Securities in the manner set forth in Section 106.

        The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Securities entitled to join in the giving
or making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 502, (iii) any request to institute proceedings referred
0to in Section 507(2) or (iv) any direction referred to in Section 512. If any
record date is set pursuant to this paragraph, the Holders of Outstanding
Securities on such record date, and no other Holders, shall be entitled to join
in such notice, declaration, request or direction, whether or not such Holders
remain Holders after such record date; PROVIDED that no such action shall be
effective hereunder unless taken on or prior to the applicable Expiration Date
by Holders of the requisite principal amount of Outstanding Securities on such
record date. Nothing in this paragraph shall be construed to prevent the Trustee
from setting a new record date for any action for which a record date has
previously been set pursuant to this paragraph (whereupon the record date
previously set shall automatically and with no action by any Person be cancelled
and of no effect), and nothing in this paragraph shall be construed to render
ineffective any action taken by Holders of the requisite principal amount of
Outstanding Securities on the date such action is taken. Promptly after any
record date is set pursuant to this paragraph, the Trustee, at the Company's
expense, shall cause notice of such record date, the proposed action by Holders
and the applicable Expiration Date to be given to the Company in writing and to
each Holder of Securities in the manner set forth in Section 106.

                                      -15-
<Page>

        With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; PROVIDED that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Securities in the manner set forth in Section 106, on or prior
to the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which
set such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

        Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Security may do so with regard to
all or any part of the principal amount of such Security or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

        Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

          (1) the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in writing
     (or by facsimile transmission (212) 657-4009), provided that oral
     confirmation of receipt shall have been received) to or with the Trustee at
     its Corporate Trust Office, Attention: Citibank Agency and Trust, or

          (2) the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument or at any other address previously
     furnished in writing to the Trustee by the Company, Attention: Chief
     Financial Officer.

SECTION 106. NOTICE TO HOLDERS; WAIVER.

        Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the Security Register, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders.

                                      -16-
<Page>

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

        In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

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

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109. SUCCESSORS AND ASSIGNS.

        All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

SECTION 110. SEPARABILITY CLAUSE.

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

SECTION 111. BENEFITS OF INDENTURE.

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

                                      -17-
<Page>

SECTION 112. GOVERNING LAW.

        THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

SECTION 113. LEGAL HOLIDAYS.

        In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security which specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, at the Stated Maturity, as the case may be.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

        The Securities shall be in substantially the form set forth in this
Article, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution thereof.

        Upon their original issuance, the Rule 144A Securities and the
Regulation S Securities shall be issued in the form of separate Global
Securities registered in the name of the Depositary or its nominee and deposited
with the Trustee, as custodian for the Depositary, for credit by the Depositary
to the respective accounts of Beneficial Owners of the Securities represented
thereby (or such other accounts as they may direct). Each such Global Security
will constitute a single Security for all purposes of this Indenture. The Global
Security representing Rule 144A Securities, together with its Successor
Securities which are Global Securities other than Regulation S Global
Securities, are collectively herein called the "Restricted Global Security". The
Global Security representing Regulation S Securities, together with its
Successor Securities which are Global Securities other than Restricted Global
Securities, are collectively herein called the "Regulation S Global Security".

                                      -18-
<Page>

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

SECTION 202. FORM OF FACE OF SECURITY.

        [IF THE SECURITY IS A GLOBAL SECURITY, INSERT THE LEGENDS REQUIRED BY
SECTION 204 OF THE INDENTURE.]

        [IF RESTRICTED SECURITIES, INSERT -- THIS SECURITY (OR ITS PREDECESSOR)
WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM AND IN ANY EVENT MAY BE SOLD
OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH THE INDENTURE, COPIES OF WHICH
ARE AVAILABLE FOR INSPECTION AT THE CORPORATE TRUST OFFICE OF THE INDENTURE
TRUSTEE IN NEW YORK.

        EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER MAY
BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES
ACT PROVIDED BY RULE 144A THEREUNDER. EACH HOLDER OF THIS SECURITY REPRESENTS TO
SCHOLASTIC CORPORATION THAT (a) SUCH HOLDER WILL NOT SELL, PLEDGE OR OTHERWISE
TRANSFER THIS SECURITY (WITHOUT THE CONSENT OF SCHOLASTIC CORPORATION) OTHER
THAN (i) TO A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION COMPLYING WITH
RULE 144A UNDER THE SECURITIES ACT, (ii) IN ACCORDANCE WITH RULE 144 UNDER THE
SECURITIES ACT, (iii) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE
REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT, (iv) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, SUBJECT, IN THE
CASE OF CLAUSES (ii), (iii) OR (iv), TO THE RECEIPT BY SCHOLASTIC CORPORATION OF
AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE ACCEPTABLE TO SCHOLASTIC
CORPORATION THAT SUCH RESALE, PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OR (v) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT AND THAT (b) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED
TO, NOTIFY ANY PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO
HEREIN AND DELIVER TO THE TRANSFEREE (OTHER THAN A QUALIFIED INSTITUTIONAL
BUYER) PRIOR TO THE SALE A COPY OF THE TRANSFER RESTRICTIONS APPLICABLE HERETO
(COPIES OF WHICH MAY BE OBTAINED FROM THE INDENTURE TRUSTEE).]

                                      -19-
<Page>

        [IF REGULATION S SECURITIES, INSERT -- THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER
SUCH LAWS.]

                             SCHOLASTIC CORPORATION

                                5% Notes Due 2013

CUSIP NO.

No. _________                                                         $ ________

        Scholastic Corporation, a corporation duly organized and existing under
the laws of Delaware (herein called the "Company", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ___________________________________________,
or registered assigns, the principal sum of ____________________________________
dollars on April 15, 2013, and to pay interest thereon from April 4, 2003 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on April 15 and October 15 in each year,
commencing October 15, 2003, at the rate of 5% per annum, until the principal
hereof is paid or made available for payment [IF ORIGINAL SECURITIES, INSERT --
; PROVIDED, HOWEVER, that if (i) on or prior to the 60th day following the
original issue date of the Securities, a registration statement (the "Exchange
Registration Statement") under the Securities Act, registering a security
substantially identical to this Security (except that such Security will not
contain terms with respect to the Special Interest payments described below or
transfer restrictions) pursuant to an exchange offer (the "Exchange Offer"), or,
on or prior to the later of (a) the 210th day following the original issue date
of the Securities or (b) the 60th day after required or requested pursuant to
the Registration Rights Agreement (as defined in the Indenture), a registration
statement registering this Security for resale (the "Resale Registration
Statement"), has not been filed with the Securities and Exchange Commission (the
"Commission"); or (ii) on or prior to the 180th day following the original issue
date of the Securities, the Exchange Registration Statement, or, on or prior to
the 240th day following the original issue date of the Securities, the Resale
Registration Statement, has not become or been declared effective; or (iii) on
or prior to the 225th day following the date of original issue of the
Securities, neither the Exchange Registration Statement has been consummated
nor, if applicable, the Resale Registration Statement has been filed or declared
effective; or (iv) either the Exchange Registration Statement or, if applicable,
the Resale Registration Statement is filed and declared effective (except as
specifically permitted therein) but shall

                                      -20-
<Page>

thereafter cease to be effective without being succeeded promptly by an
additional registration statement filed and declared effective, in each case (i)
through (iv) upon the terms and conditions set forth in the Registration Rights
Agreement (each such event referred to in clauses (i) through (iv), a
"Registration Default"), then interest will accrue (in addition to any stated
interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum,
determined daily, on the principal amount of the Securities, for the 90-day
period immediately following the occurrence of the Registration Default, which
rate shall be increased by 0.25% per annum at the beginning of each subsequent
90-day period (provided that the rate at which such additional interest accrues
shall not exceed 0.50% per annum in the aggregate) and interest shall be payable
at such increased rate until such time (the "Step-Down Date") as no Registration
Default is in effect (after which such interest rate will be restored to its
initial rate) or the first date the Securities become freely tradeable under
Rule 144(k) of the Securities Act. Interest accruing as a result of the Step-Up
(which shall be computed on the basis of a 365-day year and the actual number of
days elapsed) is referred to herein as "Special Interest." Accrued Special
Interest, if any, shall be paid semi-annually on April 15 and October 15 in each
year. Any accrued and unpaid interest (including Special Interest) on this
Security upon the issuance of an Exchange Security (as defined in the Indenture)
in exchange for this Security shall cease to be payable to the Holder hereof but
such accrued and unpaid interest (including Special Interest) shall be payable
on the next Interest Payment Date for such Exchange Security to the Holder
thereof on the related Regular Record Date.]

        The interest so payable, and punctually paid or duly provided for, on
any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the April 1 or October 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities not less than 10 days prior to such Special
Record Date, or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in said Indenture.

        Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for that
purpose in The City of New York, in such coin or currency of the United States
of America as at the time of payment is legal tender for payment of public and
private debts [IF NOT A GLOBAL SECURITY, INSERT -- ; PROVIDED, HOWEVER, that at
the option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register].

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

                                      -21-
<Page>

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

        IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:


                                                         SCHOLASTIC CORPORATION

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

Attest:

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


SECTION 203. FORM OF REVERSE OF SECURITY.

        This Security is one of a duly authorized issue of securities of the
Company designated as its 5% Notes Due 2013 (herein called the "Securities"),
issued and to be issued under an Indenture, dated as of April 4, 2003 (herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Company and Citibank, N.A., as Trustee (herein called
the "Trustee", which term includes any successor trustee under the Indenture),
and reference is hereby made to the Indenture and all indentures supplemental
thereto for a statement of the respective rights, limitations of rights, duties
and immunities thereunder of the Company, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. [IF ORIGINAL SECURITIES, INSERT -- The Company may
register, or cause to be registered, a security substantially identical to this
Security (except that such Security will not contain terms with respect to the
payment of Special Interest (as described on the face of this Security) or
transfer restrictions) pursuant to an Exchange Offer or, in lieu thereof, a
Resale Registration Statement.] Reference is hereby made to the Indenture and
all indentures supplemental thereto for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

        The Company, at its option, may at any time redeem all or any portion of
the Securities, at a Redemption Price plus accrued interest to the Redemption
Date, equal to the greater of (1) 100% of the principal amount or (2) the sum of
the present values of the remaining scheduled payments of principal and interest
thereon discounted to the Redemption Date on a semiannual basis assuming a
360-day year consisting of twelve 30-day months at the applicable Treasury Yield
plus 20 basis points.

                                      -22-
<Page>

        "Comparable Treasury Issue" means, with respect to this Security, the
United States Treasury security selected by the Independent Investment Bankers
as having a maturity comparable to the remaining term of this Security that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of this Security.

        "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the applicable Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such applicable
Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
Quotations.

        "Independent Investment Banker" means Salomon Smith Barney Inc., Credit
Suisse First Boston LLC and J.P. Morgan Securities Inc. or, if such firms are
unwilling or unable to select the applicable Comparable Treasury Issue, an
independent investment banking institution of national standing appointed by the
Trustee.

        "Reference Treasury Dealer" means Salomon Smith Barney Inc., Credit
Suisse First Boston LLC and J.P. Morgan Securities Inc.; PROVIDED, HOWEVER, that
if the foregoing shall cease to be a primary U.S. Government Securities dealer
in New York City (a "Primary Treasury Dealer"), the Company shall substitute
therefor another Primary Treasury Dealer.

        "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue for
the Notes (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such Redemption Date.

        "Treasury Yield" means, with respect to any Redemption Date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the applicable Comparable
Treasury Price for such Redemption Date.

        In the event of redemption of this Security in part only, a new Security
or Securities and of like tenor for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.

        The Indenture contains provisions for defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and Events
of Default with respect to this Security, in each case upon compliance with
certain conditions set forth in the Indenture.

        Unless the context otherwise requires, the Original Securities (as
defined in the Indenture) and the Exchange Securities (as defined in the
Indenture) shall constitute one

                                      -23-
<Page>

series for all purposes under the Indenture, including without limitation,
amendments, waivers and redemptions.

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

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

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

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

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

                                      -24-
<Page>

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

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

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

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

        Interest [IF AN ORIGINAL SECURITY, INSERT -- (other than Special
Interest)] on this Security shall be computed on the basis of a 360-day year of
twelve 30-day months.

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

SECTION 204. FORM OF LEGEND FOR GLOBAL SECURITIES.

        Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 202 and 203, bear a legend in substantially the
following form:

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

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

                                      -25-
<Page>

REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

        The Trustee's certificates of authentication shall be in substantially
the following form:

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

Dated:                                                           Citibank, N.A.,
      -------------                                                   AS TRUSTEE

                                               By
                                                  -----------------------------
                                                            AUTHORIZED SIGNATORY

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. TITLE AND TERMS.

        The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited.

        The Company may issue Exchange Securities from time to time pursuant to
an Exchange Offer, subject to Section 303, in authorized denominations in
exchange for a like principal amount of Original Securities. Upon any such
exchange the Original Securities shall be canceled in accordance with
Section 309 and shall no longer be deemed Outstanding for any purpose.

        The Securities shall be known and designated as the "5% Notes Due 2013"
of the Company. Their Stated Maturity shall be April 15, 2013, and they shall
bear interest from April 4, 2003, or from the most recent Interest Payment Date
to which interest has been paid or duly provided for, as the case may be, at a
per annum interest rate of 5%, until the principal thereof is paid or made
available for payment; PROVIDED, HOWEVER, with respect to Original Securities,
if there has been a Registration Default, a Step-Up will occur and the Original

                                      -26-
<Page>

Securities will from then bear Special Interest until the Step-Down Date.
Accrued Special Interest, if any, shall be paid in cash in arrears semi-annually
on April 15 and October 15 in each year, and the amount of accrued Special
Interest shall be determined on the basis of a 365-day year and the number of
days actually elapsed. In connection with the cash payment of any Special
Interest, the Company shall notify the Trustee (the "Special Interest Notice")
on or before the later to occur of (i) the Regular Record Date preceding such
payment of any Special Interest, and (ii) the date on which any such Additional
Interest begins to accrue, of the amount of Special Interest to be paid by the
Company on the next Interest Payment Date. In the event of the occurrence of a
Step-Down Date during the period between the date on which the Special Interest
Notice is given and the next Interest Payment Date, the Company shall so notify
the Trustee and shall provide the Trustee with the revised amount of Special
Interest to be paid by the Company on such Interest Payment Date.

        The principal of (and premium, if any) and interest on the Securities
shall be payable at the office or agency of the Company in The City of New York,
New York maintained for such purpose and at any other office or agency
maintained by the Company for such purpose; PROVIDED, HOWEVER, that at the
option of the Company payment of interest may be made by check mailed to the
address of the Person entitled thereto as such address shall appear in the
Security Register.

        If the Securities are issued in the form of a Global Security, payments
of the principal of (and premium, if any) and interest on the Securities shall
be made in immediately available funds to the Depositary. If the Securities are
issued in certificated form, the principal of and premium, if any, and interest
on the Securities shall be payable at the corporate trust office of the Trustee
in The City of New York, New York, maintained for such purpose and at any other
office or agency maintained by the Company for such purpose; PROVIDED, HOWEVER,
that at the option of the Company payment of interest may be made by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register.

        The Securities shall be redeemable as provided in Article Eleven.

        The Securities shall not have the benefit of any sinking fund
obligations.

        The Securities shall be subject to defeasance at the option of the
Company as provided in Article Twelve.

        Unless the context otherwise requires, the Original Securities and the
Exchange Securities shall constitute one series for all purposes under this
Indenture, including without limitation, amendments, waivers and redemptions.

SECTION 302. DENOMINATIONS.

        The Securities shall be issuable only in registered form without coupons
and only in denominations of $1000 and any integral multiple thereof.

                                      -27-
<Page>

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

        The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its principal executive
officer, its President or one of its Vice Presidents, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers and the corporate seal on
the Securities may be manual or facsimile.

        Securities bearing the manual or facsimile signatures of individuals who
were at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Securities or did not
hold such offices at the date of such Securities.

        At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities as in this
Indenture provided and not otherwise. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive, and (subject to
Section 601) shall be fully protected in relying upon, an Opinion of Counsel
stating, that such Securities, when authenticated and delivered by the Trustee
and issued by the Company in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company enforceable in accordance with their terms, subject
to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general applicability relating to or affecting creditors' rights
and to general equity principles.

        At any time and from time to time after the execution and delivery of
this Indenture and after the effectiveness of a Registration Statement under the
Securities Act with respect thereto, the Company may deliver Exchange Securities
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Exchange Securities
and a like principal amount of Original Securities for cancellation in
accordance with Section 309 of this Indenture, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities as in this
Indenture provided and not otherwise. In authenticating such Exchange
Securities, and accepting the additional responsibilities under this Indenture
in relation to such Exchange Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating,

               (a) that such Exchange Securities have been duly and validly
           issued in accordance with the terms of this Indenture, and are
           entitled to all the rights and benefits set forth herein; and

               (b) that the issuance of the Exchange Securities in exchange for
           the Original Securities has been effected in compliance with the
           Securities Act.

                                      -28-
<Page>

        Each Security shall be dated the date of its authentication.

        No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 304. TEMPORARY SECURITIES.

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

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

SECTION 305. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

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

                                      -29-
<Page>

        Such Security Register shall distinguish between Original Securities and
Exchange Securities.

        Subject to other provisions of this Indenture regarding restrictions on
transfer, upon surrender for registration of transfer of any Security at the
office or agency of the Company in a Place of Payment, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities, of any
authorized denominations and of like tenor and aggregate principal amount.

        At the option of the Holder and subject to the provisions of this
Section 305, Securities may be exchanged for other Securities of any authorized
denominations and of like tenor and aggregate principal amount and bearing the
applicable legends set forth in Section 202, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

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

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

        No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1108 not involving any transfer.

        If the Securities are to be redeemed in part, the Company shall not be
required (A) to issue, register the transfer of or exchange any Securities
during a period beginning at the opening of business 15 days before the day of
the mailing of a notice of redemption of any such Securities selected for
redemption under Section 1104 and ending at the close of business on the day of
such mailing, or (B) to register the transfer of or exchange any Security so
selected for redemption in whole or in part, except the unredeemed portion of
any Security being redeemed in part.

        (b) CERTAIN TRANSFERS AND EXCHANGES. Notwithstanding any other provision
of this Indenture or the Securities, transfers and exchanges of Securities and
beneficial interests in a Global Security of the kinds specified in this
Section 305(b) shall be made only in accordance with this Section 305(b).

                                      -30-
<Page>

               (i) NON-GLOBAL SECURITY TO NON-GLOBAL SECURITY. A Security that
           is not a Global Security may be transferred, in whole or in part, to
           a Person who takes delivery in the form of another Security that is
           not a Global Security as provided in Section 305(a), PROVIDED that,
           if the Security to be transferred in whole or in part is a Restricted
           Security, or is a Regulation S Security and the transfer is to occur
           during the Restricted Period, then the Trustee shall have received
           (i) a Restricted Securities Certificate, satisfactory to the Trustee
           and duly executed by the transferor Holder or his attorney duly
           authorized in writing, in which case the transferee Holder shall take
           delivery in the form of a Restricted Security or (ii) a Regulation S
           Certificate, satisfactory to the Trustee and duly executed by the
           transferor Holder or his attorney duly authorized in writing, in
           which case the transferee Holder shall take delivery in the form of a
           Regulation S Security.

               (ii) EXCHANGES OF BOOK-ENTRY SECURITIES FOR CERTIFICATED
           SECURITIES. A beneficial interest in a Global Security may not be
           exchanged for a Security in certificated form unless (i) DTC (x)
           notifies the Company that it is unwilling or unable to continue as
           Depositary for the Global Security or (y) has ceased to be a clearing
           agency registered under the Exchange Act, and in either case the
           Company thereupon fails to appoint a successor Depositary within 90
           days, (ii) the Company, at its option, notifies the Trustee in
           writing that it elects to cause the issuance of the Securities in
           certificated form or (iii) there shall have occurred and be
           continuing an Event of Default or any event which after notice or
           lapse of time or both would be an Event of Default with respect to
           the Securities. In all cases, certificated Securities delivered in
           exchange for any Global Security or beneficial interests therein will
           be registered in the names, and issued in any approved denominations,
           requested by or on behalf of the Depositary (in accordance with its
           customary procedures). Any certificated Security issued in exchange
           for an interest in a Global Security will bear the legend restricting
           transfers that is borne by such Global Security. Any such exchange
           will be effected through DTC's DWAC System and an appropriate
           adjustment will be made in the records of the Security Registrar to
           reflect a decrease in the principal amount of the relevant Global
           Security.

               (iii) RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL SECURITY.
           If the owner of a beneficial interest in the Restricted Global
           Security wishes at any time to transfer such interest to a Person who
           wishes to acquire the same in the form of a beneficial interest in
           the Regulation S Global Security, such transfer may be effected only
           in accordance with the provisions of this Section 305(b)(iii) and
           Section 305(b)(v) below and subject to the Applicable Procedures.
           Upon receipt by the Trustee, as Security Registrar, of (i) an order
           given by the Depositary or its authorized representative directing
           that a beneficial interest in the Regulation S Global Security in a
           specified principal amount be credited to a specified Agent Member's
           account and that a beneficial interest in the Restricted Global
           Security in an equal amount be debited from another specified Agent
           Member's account and (ii) a Regulation S Certificate, satisfactory to
           the Trustee and duly executed by the Holder of such Restricted Global
           Security or his attorney in fact duly authorized in writing, then the
           Trustee, as Security Registrar but subject to Section 305(b)(v)
           below, shall reduce the

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           principal amount of such Restricted Global Security and increase the
           principal amount of such Regulation S Global Security by such
           specified principal amount.

               (iv) REGULATION S GLOBAL SECURITY TO RESTRICTED GLOBAL SECURITY.
           If the owner of a beneficial interest in the Regulation S Global
           Security wishes at any time to transfer such interest to a Person who
           wishes to acquire the same in the form of a beneficial interest in
           the Restricted Global Security, such transfer may be effected only in
           accordance with this Section 305 (b)(iv) and subject to the
           applicable procedures. Upon receipt by the Trustee, as Security
           Registrar, of (i) an order given by the Depositary or its authorized
           representative directing that a beneficial interest in the Restricted
           Global Security in a specified principal amount be credited to a
           specified Agent Member's account and that a beneficial interest in
           the Regulation S Global Security in an equal principal amount be
           debited from another specified Agent Member's account and (ii) if
           such transfer is to occur during the Restricted Period, a Restricted
           Securities Certificate, satisfactory to the Trustee and duly executed
           by the Holder of such Regulation S Global Security or his attorney in
           fact duly authorized in writing, then the Trustee, as Security
           Registrar, shall reduce the principal amount of such Regulation S
           Global Security and increase the principal amount of such Restricted
           Global Security by such specified principal amount.

               (v) REGULATION S GLOBAL SECURITY TO BE HELD THROUGH EUROCLEAR [OR
           CLEARSTREAM] DURING RESTRICTED PERIOD. The Company shall use its best
           efforts to cause the Depositary to ensure that, until the expiration
           of the Restricted Period, beneficial interests in the Regulation S
           Global Security may be held only in or through accounts maintained at
           the Depositary by Euroclear [and Clearstream] (or by Agent Members
           acting for the account thereof), and no person shall be entitled to
           effect any transfer or exchange that would result in any such
           interest being held otherwise than in or through such an account;
           PROVIDED that this Section 305(b)(v) shall not prohibit any transfer
           or exchange of such an interest in accordance with Section 305(b)(iv)
           above.

        (c) SECURITIES ACT LEGENDS. Rule 144A Securities and their Successor
Securities shall bear the Restricted Securities Legend and Regulation S
Securities and their Successor Securities shall bear the Regulation S Legend,
subject to the following:

               (i) subject to the following Clauses of this Section 305(c), a
           Security or any portion thereof which is exchanged, upon transfer or
           otherwise, for a Global Security or any portion thereof shall bear
           the Securities Act Legend borne by such Global Security while
           represented thereby;

               (ii) subject to the following Clauses of this Section 305(c), a
           new Security which is not a Global Security and is issued in exchange
           for another Security (including a Global Security) or any portion
           thereof, upon transfer or otherwise, shall bear the Securities Act
           Legend borne by such other Security, PROVIDED that, if such new

                                      -32-
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           Security is required pursuant to Section 305(b)(ii) to be issued in
           the form of a Restricted Security, it shall bear the Restricted
           Securities Legend and, if such new Security is so required to be
           issued in the form of a Regulation S Security, it shall bear the
           Regulation S Legend;

               (iii) a new Security which does not bear a Securities Act Legend
           may be issued in exchange for or in lieu of a Security (other than a
           Global Security) or any portion thereof which bears such a legend if,
           in the judgment of the Company, placing such a legend upon such new
           Security is not necessary to ensure compliance with the registration
           requirements of the Securities Act, and the Trustee, at the direction
           of the Company, shall authenticate and deliver such a new Security as
           provided in this Article Three; and

               (iv) notwithstanding the foregoing provisions of this
           Section 305(c), a Successor Security of a Security that does not bear
           a particular form of Securities Act Legend shall not bear such form
           of legend unless the Company has reasonable cause to believe that
           such Successor Security is a "restricted security" within the meaning
           of Rule 144, in which case the Trustee, at the direction of the
           Company, shall authenticate and deliver a new Security bearing the
           Restricted Securities Legend in exchange for such Successor Security
           as provided in this Article Three.

        The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security (including any transfers between or among Depositary
participants or beneficial owners of interests in any Global Security) other
than to require delivery of such certificates and other documentation or
evidence as are expressly required by, and to do so if and when expressly
required by the terms of, this Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.

        Neither the Trustee nor any Agent shall have any responsibility for any
actions taken or not taken by the Depositary.

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

        If any mutilated Security is surrendered to the Trustee, the Company
shall execute and the Trustee shall authenticate and deliver in exchange
therefor a new Security of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

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

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        In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

        Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

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

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

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

        Interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

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

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           (1) The Company may elect to make payment of any Defaulted Interest
        to the Persons in whose names the Securities (or their respective
        Predecessor Securities) are registered at the close of business on a
        Special Record Date for the payment of such Defaulted Interest, which
        shall be fixed in the following manner. The Company shall notify the
        Trustee in writing of the amount of Defaulted Interest proposed to be
        paid on each Security and the date of the proposed payment, and at the
        same time the Company shall deposit with the Trustee an amount of money
        equal to the aggregate amount proposed to be paid in respect of such
        Defaulted Interest or shall make arrangements satisfactory to the
        Trustee for such deposit prior to the date of the proposed payment, such
        money when deposited to be held in trust for the benefit of the Persons
        entitled to such Defaulted Interest as in this Clause provided.
        Thereupon the Trustee shall fix a Special Record Date for the payment of
        such Defaulted Interest which shall be not more than 15 days and not
        less than 10 days prior to the date of the proposed payment and not less
        than 10 days after the receipt by the Trustee of the notice of the
        proposed payment. The Trustee shall promptly notify the Company of such
        Special Record Date and, in the name and at the expense of the Company,
        shall cause notice of the proposed payment of such Defaulted Interest
        and the Special Record Date therefor to be given to each Holder of
        Securities in the manner set forth in Section 106, not less than 10 days
        prior to such Special Record Date. Notice of the proposed payment of
        such Defaulted Interest and the Special Record Date therefor having been
        so mailed, such Defaulted Interest shall be paid to the Persons in whose
        names the Securities (or their respective Predecessor Securities) are
        registered at the close of business on such Special Record Date and
        shall no longer be payable pursuant to the following Clause (2).

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

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

SECTION 308. PERSONS DEEMED OWNERS.

        Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

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SECTION 309. CANCELLATION.

        All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of by the Trustee in its
customary manner.

SECTION 310. COMPUTATION OF INTEREST.

        Interest on the Securities shall be computed on the basis of a 360-day
year of twelve 30-day months, except that Special Interest shall be computed on
the basis of a 360-day year and the actual number of days elapsed.

SECTION 311. CUSIP NUMBERS.

        The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; PROVIDED that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

        This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly

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provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

        (1) either

          (A) all Securities theretofore authenticated and delivered (other than
        (i) Securities which have been destroyed, lost or stolen and which have
        been replaced or paid as provided in Section 306 and (ii) Securities for
        whose payment money has theretofore been deposited in trust or
        segregated and held in trust by the Company and thereafter repaid to the
        Company or discharged from such trust, as provided in Section 1003) have
        been delivered to the Trustee for cancellation; or

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

             (i) have become due and payable, or

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

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

        and the Company, in the case of (i), (ii) or (iii) above, has deposited
        or caused to be deposited with the Trustee as trust funds in trust for
        the purpose money in an amount sufficient to pay and discharge the
        entire indebtedness on such Securities not theretofore delivered to the
        Trustee for cancellation, for principal and any premium and interest to
        the date of such deposit (in the case of Securities which have become
        due and payable) or to the Stated Maturity or Redemption Date, as the
        case may be;

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

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

        Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive such satisfaction and discharge.

SECTION 402. APPLICATION OF TRUST MONEY.

                                      -37-
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        Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. EVENTS OF DEFAULT.

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

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

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

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

        (4) the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or (B) a decree or order adjudging the
     Company a bankrupt or insolvent, or approving as properly filed a petition
     seeking reorganization, arrangement, adjustment or composition of or in
     respect of the Company under any applicable Federal or State law, or
     appointing a custodian, receiver, liquidator, assignee, trustee,
     sequestrator or other similar official of the Company or of any substantial
     part of its property, or ordering the winding up or liquidation of its
     affairs, and the continuance of any such decree or order for relief or any
     such other decree or order unstayed and in effect for a period of 90
     consecutive days; or

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<Page>

        (5) the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, or the consent by it to the entry
     of a decree or order for relief in respect of the Company in an involuntary
     case or proceeding under any applicable Federal or State bankruptcy,
     insolvency, reorganization or other similar law or to the commencement of
     any bankruptcy or insolvency case or proceeding against it, or the filing
     by it of a petition or answer or consent seeking reorganization or relief
     under any applicable Federal or State law, or the consent by it to the
     filing of such petition or to the appointment of or taking possession by a
     custodian, receiver, liquidator, assignee, trustee, sequestrator or other
     similar official of the Company or of any substantial part of its property,
     or the making by it of an assignment for the benefit of creditors, or the
     admission by it in writing of its inability to pay its debts generally as
     they become due, or the taking of corporate action by the Company in
     furtherance of any such action.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

        If an Event of Default (other than an Event of Default specified in
Section 501(4) or 501(5)) occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Securities may declare the principal amount of all the Securities to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by Holders), and upon any such declaration such principal
amount shall become immediately due and payable. If an Event of Default
specified in Section 501(4) or 501(5) occurs, the principal amount of all the
Securities shall automatically, and without any declaration or other action on
the part of the Trustee or any Holder, become immediately due and payable.

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

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

            (A) all overdue interest on all Securities,

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

            (C) to the extent that payment of such interest is lawful, interest
        upon overdue interest at the rate or rates prescribed therefor in such
        Securities, and

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

     and

        (2) all Events of Default, other than the non-payment of the principal
     of Securities which have become due solely by such declaration of
     acceleration, have been cured or waived as provided in Section 513.

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

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

        The Company covenants that if

        (1) default is made in the payment of any interest on any Security when
     such interest becomes due and payable and such default continues for a
     period of 30 days, or

        (2) default is made in the payment of the principal of (or premium, if
     any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

        In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any

                                      -40-
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moneys or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 607.

        No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; PROVIDED,
HOWEVER, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

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

SECTION 506. APPLICATION OF MONEY COLLECTED.

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

        FIRST: To the payment of all amounts due the Trustee under Section 607;

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

        THIRD: To the Company.

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SECTION 507. LIMITATION ON SUITS.

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

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

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

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

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

        (5) no direction inconsistent with such written request has been given
     to the Trustee during such 60-day period by the Holders of a majority in
     principal amount of the Outstanding Securities;

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

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
             INTEREST.

        Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307)
interest on such Security on the respective Stated Maturities expressed in such
Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

        Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 306, no right or remedy herein conferred upon or reserved to the Trustee
or to the Holders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 511. DELAY OR OMISSION NOT WAIVER.

        No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee subject to the limitations
contained in this Indenture or by the Holders, as the case may be.

SECTION 512. CONTROL BY HOLDERS.

        The Holders of a majority in principal amount of the Outstanding
Securities shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, PROVIDED that

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

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

SECTION 513. WAIVER OF PAST DEFAULTS.

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        The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

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

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

        Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 514. UNDERTAKING FOR COSTS.

        In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs
(including legal fees and expenses) against any such party litigant, in the
manner and to the extent provided in the Trust Indenture Act; PROVIDED that
neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company.

SECTION 515. WAIVER OF USURY, STAY OR EXTENSION LAWS.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

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        The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the 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. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 602. NOTICE OF DEFAULTS.

        The Trustee shall give the Holders of Securities notice of such default
as and to the extent provided by the Trust Indenture Act; PROVIDED, HOWEVER,
that in the case of any default of the character specified in Section 501(3), no
such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

        Subject to the provisions of Section 601:

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

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

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

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

        (5) the Trustee shall be under no obligation to exercise any of the
     rights or powers vested in it by this Indenture at the request or direction
     of any of the Holders pursuant to this Indenture, unless such Holders shall
     have offered to the Trustee reasonable security or

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     indemnity satisfactory to it against the costs, expenses and liabilities
     which might be incurred by it in compliance with such request or direction;

        (6) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney at the expense of the Company
     and shall incur no liability or additional liability of any kind by reason
     of such inquiry or investigation;

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

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

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

        (10) the Trustee shall not be deemed to have notice of any Default or
     Event of Default unless a Responsible Officer of the Trustee has actual
     knowledge thereof or unless written notice of any event which is in fact
     such a default is received by the Trustee at the Corporate Trust Office of
     the Trustee, and such notice references the Securities and this Indenture;
     and

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

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

        The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

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SECTION 605. MAY HOLD SECURITIES AND ACT AS TRUSTEE UNDER OTHER INDENTURES.

        The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

        Subject to the limitations imposed by the Trust Indenture Act, nothing
in this Indenture shall prohibit the Trustee from becoming and acting as trustee
under other indentures under which other securities, or certificates of interest
of participation in other securities, of the Company are outstanding in the same
manner as if it were not Trustee hereunder.

SECTION 606. MONEY HELD IN TRUST.

        Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

SECTION 607. COMPENSATION AND REIMBURSEMENT.

        The Company agrees

        (1) to pay to the Trustee as agreed upon in writing from time to time
     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);

        (2) except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all expenses, disbursements and advances
     incurred or made by the 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 shall be determined by a court of competent
     jurisdiction to have been caused by its own negligence or willful
     misconduct; and

        (3) to fully indemnify the Trustee for, and to hold it harmless against,
     any and all loss, liability, claim, damage or expense incurred without
     negligence or willful misconduct on its part, arising out of or in
     connection with the acceptance or administration of the trust or trusts
     hereunder, including the costs and expenses of defending itself against any
     claim or liability in connection with the exercise or performance of any of
     its powers or duties hereunder.

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        The benefits of this Section shall survive the termination of this
Indenture and the resignation or removal of the Trustee.

SECTION 608. CONFLICTING INTERESTS.

        If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. To the extent
permitted by such Act, the Trustee shall not be deemed to have a conflicting
interest by virtue of being a trustee under that certain indenture dated January
23, 2002 between the Company and the Trustee with respect to the Company's
unsecured debentures, notes and other evidences of indebtedness and that certain
indenture dated December 15, 1996 between the Company and the Trustee with
respect to the 7% Notes due December 15, 2003.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

        There shall at all times be one (and only one) Trustee hereunder which
shall be a Person that is eligible pursuant to the Trust Indenture Act to act as
such and has a combined capital and surplus of at least $50,000,000. If any such
Person publishes reports of condition at least annually, pursuant to law or to
the requirements of its supervising or examining authority, then for the
purposes of this Section and to the extent permitted by the Trust Indenture Act,
the combined capital and surplus of such Person shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

        No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

        The Trustee may resign at any time by giving written notice thereof to
the Company. If the instrument of acceptance by a successor Trustee required by
Section 611 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition at
the expense of the Company any court of competent jurisdiction for the
appointment of a successor Trustee.

        The Trustee may be removed at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities, delivered to the
Trustee and to the Company. If the instrument of acceptance by a successor
Trustee required by Section 611 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of resignation, the

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removed Trustee may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee.

        If at any time:

        (1) the Trustee shall fail to comply with Section 608 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

        (2) the Trustee shall cease to be eligible under Section 609 and shall
     fail to resign after written request therefor by the Company or by any such
     Holder, or

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee, or (B) subject to Section 514, any Holder who has been a bona fide
Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee.

        If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Company,
by a Board Resolution, shall promptly appoint a successor Trustee and shall
comply with the applicable requirements of Section 611. If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities delivered to the
Company and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 611, become the successor Trustee and to that
extent supersede the successor Trustee appointed by the Company. If no successor
Trustee shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 611, any Holder who has been a
bona fide Holder of a Security for at least six months may, on behalf of himself
and all others similarly situated, petition any court of competent jurisdiction
for the appointment of a successor Trustee.

        The Company shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee to all Holders of
Securities in the manner provided in Section 106. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

        Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in the
first or second preceding paragraph, as the case may be.

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

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

        Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

        The Trustee may appoint an Authenticating Agent or Agents which shall be
authorized to act on behalf of the Trustee to authenticate Securities issued
upon original issue and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and

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Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States of America, any State thereof or the
District of Columbia, authorized under such laws to act as Authenticating Agent,
having a combined capital and surplus of not less than $50,000,000 and subject
to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

        Any corporation into which an Authenticating 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 Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

        An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

        The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

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        If an appointment is made pursuant to this Section 614, the Securities
may have endorsed thereon, in addition to the Trustee's certificate of
authentication, an alternative certificate of authentication in the following
form:

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

Dated:                                                           Citibank, N.A.,
      ----------                                                      AS TRUSTEE

                                                  By
                                                     ---------------------------
                                                         AS AUTHENTICATING AGENT

                                                  By
                                                     ---------------------------
                                                              AUTHORIZED OFFICER

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                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

        The Company will furnish or cause to be furnished to the Trustee

        (1) semi-annually, not later than 15 days after the Regular Record Date,
     a list, in such form as the Trustee may reasonably require, of the names
     and addresses of the Holders as of such Regular Record Date, and

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

EXCLUDING from any such list names and addresses received by the Trustee in its
capacity as Security Registrar.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

        The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 701 upon receipt of a new list so furnished.

        The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Securities, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

        Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

SECTION 703. REPORTS BY TRUSTEE.

        The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

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        Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than July 1 in each calendar year,
commencing with the first July 1 after the first issuance of Securities pursuant
to this Indenture.

        A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange or
delisted therefrom.

SECTION 704. REPORTS BY COMPANY.

        The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to the Trust Indenture Act; PROVIDED that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

        Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

        The Company shall not consolidate with or merge into any other Person or
convey, transfer or lease its properties and assets substantially as an entirety
to any Person, and the Company shall not permit any Person to consolidate with
or merge into the Company or convey, transfer or lease its properties and assets
substantially as an entirety to the Company, unless:

        (1) in case the Company shall consolidate with or merge into another
     Person or convey, transfer or lease its properties and assets substantially
     as an entirety to any Person, the Person formed by such consolidation or
     into which the Company is merged or the Person which acquires by conveyance
     or transfer, or which leases, the properties and assets of the Company
     substantially as an entirety shall be a corporation, partnership or trust,
     shall be organized and validly existing under the laws of the United States
     of America, any

                                      -54-
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     State thereof or the District of Columbia and shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form satisfactory to the Trustee, the due and punctual payment of the
     principal of and any premium and interest on all the Securities and the
     performance or observance of every covenant of this Indenture on the part
     of the Company to be performed or observed, by supplemental indenture
     satisfactory in form to the Trustee, executed and delivered to the Trustee,
     by the Person (if other than the Company) formed by such consolidation or
     into which the Company shall have been merged or by the Person which shall
     have acquired the Company's assets;

        (2) immediately after giving effect to such transaction and treating any
     indebtedness which becomes an obligation of the Company or any Subsidiary
     as a result of such transaction as having been incurred by the Company or
     such Subsidiary at the time of 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;

        (3) if, as a result of any such consolidation or merger or such
     conveyance, transfer or lease, properties or assets of the Company or any
     Restricted Subsidiary would become subject to a Lien which would not be
     permitted by this Indenture, the Company or such successor Person, as the
     case may be, shall take such steps as shall be necessary effectively to
     secure the Securities equally and ratably with (or prior to) all
     indebtedness secured thereby; and

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

SECTION 802. SUCCESSOR SUBSTITUTED.

        Upon any consolidation of the Company with, or merger of the Company
into, any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety in accordance with
Section 801, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

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SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

        Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

        (1) to evidence the succession of another Person to the Company and the
     assumption by any such successor of the covenants of the Company herein and
     in the Securities; or

        (2) to add to the covenants of the Company for the benefit of the
     Holders or to surrender any right or power herein conferred upon the
     Company; or

        (3) to secure the Securities, pursuant to the provisions of Section 1008
     or otherwise; or

        (4) to evidence and provide for the acceptance of appointment hereunder
     by a successor Trustee; or

        (5) to cure any ambiguity, to correct or supplement any provision herein
     which may be defective or inconsistent with any other provision herein, or
     to make any other provisions with respect to matters or questions arising
     under this Indenture, PROVIDED that such action pursuant to this Clause (5)
     shall not adversely affect the interests of the Holders of Securities in
     any material respect; or

        (6) to supplement any of the provisions of the Indenture to such extent
     as shall be necessary to permit or facilitate the defeasance and discharge
     of Securities pursuant to Articles Four and Twelve, PROVIDED that any such
     action shall not adversely affect the interests of the Holders of
     Securities.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

        With the consent of the Holders of a majority in principal amount of the
Outstanding Securities, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture; PROVIDED, HOWEVER, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

        (1) change the Stated Maturity of the principal of, or any installment
     of principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of interest thereon or any premium payable upon
     the redemption thereof, or change any Place of Payment where, or the coin
     or currency in which, any Security or any premium or interest

                                      -56-
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     thereon is payable, or impair the right to institute suit for the
     enforcement of any such payment on or after the Stated Maturity thereof
     (or, in the case of redemption, on or after the Redemption Date), or

        (2) reduce the percentage in principal amount of the Outstanding
     Securities, the consent of whose Holders is required for any such
     supplemental indenture, or the consent of whose Holders is required for any
     waiver (of compliance with certain provisions of this Indenture or certain
     defaults hereunder and their consequences) provided for in this Indenture,
     or

        (3) modify any of the provisions of this Section, Section 513 or
     Section 1010, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby; PROVIDED, HOWEVER, that this clause shall not be deemed to require
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 1010, or the
     deletion of this proviso, in accordance with the requirements of
     Sections 611 and 901(8).

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

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

        In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Sections 601 and 603) shall be fully protected in relying upon,
an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

        Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby.

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

        Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

                                      -57-
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SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

        The Company covenants and agrees for the benefit of Securities that it
will duly and punctually pay the principal of and premium, if any, and interest
(including Special Interest) on the Securities in accordance with the terms of
the Securities and this Indenture.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

        The Company will maintain in each Place of Payment for Securities an
office or agency where Securities may be presented or surrendered for payment,
where Securities may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served. The Company will give prompt written notice to
the Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

        The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind such designations;
PROVIDED, HOWEVER, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in each
Place of Payment for Securities for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

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SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

        If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of or any premium or interest on any
of the Securities, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and any premium and
interest so becoming due until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and will promptly notify the Trustee of
its action or failure so to act.

        Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of or any premium or interest on any
Securities, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

        The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will (1) comply with the provisions of the Trust Indenture Act
applicable to it as a Paying Agent and (2) during the continuance of any default
by the Company (or any other obligor upon the Securities) in the making of any
payment in respect of the Securities, upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment.

        The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

        Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or any premium or
interest on any Security and remaining unclaimed for two years after such
principal, premium or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in each Place of
Payment, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

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SECTION 1004. STATEMENT BY OFFICERS AS TO DEFAULT.

        The Company will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

SECTION 1005. EXISTENCE.

        Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; PROVIDED, HOWEVER, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors, or the principal executive officer and principal financial
officer of the Company acting jointly, shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Company and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

SECTION 1006. MAINTENANCE OF PROPERTIES.

        The Company will cause all properties used or useful in the conduct of
its business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; PROVIDED, HOWEVER, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

SECTION 1007. PAYMENT OF TAXES AND OTHER CLAIMS.

        The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; PROVIDED,
HOWEVER, that the Company shall not be required to pay or discharge or cause to
be

                                      -60-
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paid or discharged any such tax, assessment, charge or claim (i) whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings or (ii) if the failure to pay or discharge would not have a material
adverse effect on the assets, business, operations, properties or condition
(financial or otherwise) of the Company and its Subsidiaries taken as a whole.

SECTION 1008. LIMITATION ON LIENS.

        The Company will not issue, incur, create, assume or guarantee, and will
not permit any Restricted Subsidiary to issue, incur, create, assume or
guarantee, any debt for borrowed money secured by a mortgage, security interest,
pledge, lien, charge or other encumbrance ("mortgages") upon any Principal
Property of the Company or any Restricted Subsidiary or upon any shares of stock
or indebtedness of any Restricted Subsidiary (whether such Principal Property,
shares or indebtedness are now existing or owned or hereafter created or
acquired) without in any such case effectively providing concurrently with the
issuance, incurrence, creation, assumption or guarantee of any such secured
debt, or the grant of a mortgage with respect to any such indebtedness, that the
Securities (together with, if the Company shall so determine, any other
indebtedness of or guarantee by the Company or such Restricted Subsidiary
ranking equally with the Securities) shall be secured equally and ratably with
(or, at the option of the Company, prior to) such secured debt. The foregoing
restriction, however, will not apply to:

        (1) mortgages on property existing at the time of acquisition thereof by
     the Company or any Subsidiary, PROVIDED that such mortgages were in
     existence prior to the contemplation of such acquisitions;

        (2) mortgages on property, shares of stock or indebtedness or other
     assets of any corporation existing at the time such corporation becomes a
     Restricted Subsidiary, PROVIDED that such mortgages are not incurred in
     anticipation of such corporation becoming a Restricted Subsidiary;

        (3) mortgages on property, shares of stock or indebtedness existing at
     the time of acquisition thereof by the Company or a Restricted Subsidiary
     or mortgages thereon to secure the payment of all or any part of the
     purchase price thereof, or mortgages on property, shares of stock or
     indebtedness to secure any indebtedness for borrowed money incurred prior
     to, at the time of or within 270 days after, the latest of the acquisition
     thereof, or, in the case of property, the completion of construction, the
     completion of improvements, or the commencement of substantial commercial
     operation of such property for the purpose of financing all or any part of
     the purchase price thereof, such construction, or the making of such
     improvements;

        (4) mortgages to secure indebtedness owing to the Company or to a
     Restricted Subsidiary:

        (5) mortgages existing at the date of this Indenture;

                                      -61-
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        (6) mortgages on property of a corporation existing at the time such
     corporation is merged into or consolidated with the Company or a Restricted
     Subsidiary or at the time of a sale, lease or other disposition of the
     properties of a corporation as an entirety or substantially as an entirety
     to the Company or a Restricted Subsidiary, PROVIDED that such mortgage was
     not incurred in anticipation of such merger or consolidation or sale, lease
     or other disposition;

        (7) mortgages in favor of the United States or any State, territory or
     possession thereof (or the District of Columbia), or any department,
     agency, instrumentality or political subdivision of the United States or
     any State, territory or possession thereof (or the District of Columbia),
     to secure partial, progress, advance or other payments pursuant to any
     contract or statute or to secure any indebtedness incurred for the purpose
     of financing all or any part of the purchase price or the cost of
     constructing or improving the property subject to such mortgages;

        (8) mortgages created in connection with the acquisition of assets or a
     project financed with, and created to secure, a Nonrecourse Obligation;

        (9) extensions, renewals, refinancings or replacements of any mortgage
     referred to in the foregoing clauses (1), (2), (3), (4), (5), (6), (7) and
     (8) PROVIDED, HOWEVER, that any mortgages permitted by any of the foregoing
     clauses (1), (2), (3), (4), (5), (6), (7) and (8) shall not extend to or
     cover any property of the Company or such Restricted Subsidiary, as the
     case may be, other than the property, if any, specified in such clauses and
     improvements thereto, and PROVIDED FURTHER that any refinancing or
     replacement of any mortgages permitted by the foregoing clauses (7) and (8)
     shall be of the type referred to in such clauses (7) or (8), as the case
     may be.

        Notwithstanding the restrictions set forth in the preceding paragraph,
the Company or any Restricted Subsidiary will be permitted to issue, incur,
create, assume or guarantee debt secured by a mortgage which would otherwise be
subject to such restrictions, without equally and ratably securing the
Securities, PROVIDED that after giving effect thereto, the aggregate amount of
all debt so secured by mortgages (not including mortgages permitted under
clauses (1) through (9) above) does not exceed 15% of the Consolidated Net
Tangible Assets of the Company as most recently determined on or prior to such
date.

SECTION 1009. LIMITATIONS ON SALE AND LEASEBACK TRANSACTIONS.

        The Company will not, nor will it permit any Restricted Subsidiary to,
enter into any Sale and Leaseback Transaction with respect to any Principal
Property, other than any such transaction involving a lease for a term of not
more than three years or any such transaction between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries, unless: (1) the
Company or such Restricted Subsidiary would be entitled to incur indebtedness
secured by a mortgage on the Principal Property involved in such transaction at
least equal in amount to the Attributable Debt with respect to such Sale and
Leaseback Transaction, without equally and ratably securing the Securities,
pursuant to Section 1008; or (2) the Company

                                      -62-
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shall apply an amount equal to the greater of the net proceeds of such sale or
the Attributable Debt with respect to such Sale and Leaseback Transaction within
180 days of such sale to either (or a combination of) the retirement (other than
mandatory retirement, mandatory prepayment or sinking fund payment or by a
payment at maturity) of debt for borrowed money of the Company or a Restricted
Subsidiary that matures more than 12 months after the creation of such
indebtedness or the purchase, construction or development of other comparable
property.

SECTION 1010. WAIVER OF CERTAIN COVENANTS.

        The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Article Eight or in Sections 1005 to 1009
inclusive, if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities shall, by Act of such
Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

                                      -63-
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                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

        The Securities may be redeemed at the election of the Issuer, in whole
or in part, at the Redemption Price equal to the greater of (a) 100% of the
principal amount of the outstanding Securities, plus accrued interest to the
Redemption Date, or (b) as determined by the Reference Treasury Dealer, the sum
of the present values of the remaining scheduled payments of principal and
interest on the Securities (not including any portion of payments of interest
accrued as of the Redemption Date), discounted to the Redemption Date on a
semi-annual basis at the applicable Treasury Yield plus 20 basis points, plus
accrued interest to the Redemption Date.

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

        The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In case of any redemption at the election of the Company
of less than all the Securities, the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of Securities to be redeemed and, if applicable, of the tenor
of the Securities to be redeemed.

SECTION 1103. APPLICABILITY OF ARTICLE.

        Securities which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 301 for such Securities) in accordance with this
Article.

SECTION 1104. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

        If less than all the Securities are to be redeemed (unless all the
Securities of a specified tenor are to be redeemed), the particular Securities
to be redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate and
which may provide for the selection for redemption of a portion of the principal
amount of any Security, PROVIDED that the unredeemed portion of the principal
amount of any Security shall be in an authorized denomination (which shall not
be less than the minimum authorized denomination) for such Security. If less
than all the Securities of a specified tenor are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding

                                      -64-
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Securities of such specified tenor not previously called for redemption in
accordance with the preceding sentence.

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

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

SECTION 1105. NOTICE OF REDEMPTION.

        Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at its address appearing in
the Security Register.

        All notices of redemption shall state:

        (1) the Redemption Date,

        (2) the Redemption Price (including accrued interest, if any),

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

        (4) the place or places where each such Security is to be surrendered
     for payment of the Redemption Price, and

        (5) the applicable CUSIP Number or Numbers of the Securities being
     redeemed.

        Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.

SECTION 1106. DEPOSIT OF REDEMPTION PRICE.

        Prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

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SECTION 1107. SECURITIES PAYABLE ON REDEMPTION DATE.

        Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; PROVIDED, HOWEVER, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

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

SECTION 1108. SECURITIES REDEEMED IN PART.

        Any Security which is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or its attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of like tenor, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.

                                 ARTICLE TWELVE

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1201. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

        The Company may elect, at its option at any time, to have Section 1202
or Section 1203 applied to the Securities pursuant to such Section 1202 or 1203,
upon compliance with the conditions set forth below in this Article.

SECTION 1202. DEFEASANCE AND DISCHARGE.

                                      -66-
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        Upon the Company's exercise of its option to have this Section applied
to the Securities, the Company shall be deemed to have been discharged from its
obligations with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1204 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), subject to the following which shall
survive until otherwise terminated or discharged hereunder: (1) the rights of
Holders of such Securities to receive, solely from the trust fund described in
Section 1204 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such Securities when payments
are due, (2) the Company's obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and (4) this Article. Subject to
compliance with this Article, the Company may exercise its option to have this
Section applied to any Securities notwithstanding the prior exercise of its
option to have Section 1203 applied to such Securities.

SECTION 1203. COVENANT DEFEASANCE.

        Upon the Company's exercise of its option to have this Section applied
to the Securities, (1) the Company shall be released from its obligations under
Section 801(3), Sections 1006 through 1009, inclusive, and (2) the occurrence of
any event specified in Section 501(3) (with respect to any of Section 801(3) and
Sections 1006 through 1009, inclusive) shall be deemed not to be or result in an
Event of Default, in each case with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section 1204 are
satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent
so specified in the case of Section 501(3)), whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

SECTION 1204. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

        The following shall be the conditions to the application of Section 1202
or Section 1203 to the Securities:

        (1) The Company shall irrevocably have deposited or caused to be
     deposited with the Trustee (or another trustee which satisfies the
     requirements contemplated by Section 609 and agrees to comply with the
     provisions of this Article applicable to it) as trust funds in trust for
     the purpose of making the following payments, specifically pledged as
     security for, and dedicated solely to, the benefits of the Holders of such
     Securities, (A) money in an

                                      -67-
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     amount, or (B) U.S. Government Obligations which through the scheduled
     payment of principal and interest in respect thereof in accordance with
     their terms will provide, not later than one day before the due date of any
     payment, money in an amount, or (C) a combination thereof, in each case
     sufficient, in the opinion of a nationally recognized firm of independent
     public accountants expressed in a written certification thereof delivered
     to the Trustee, to pay and discharge, and which shall be applied by the
     Trustee (or any such other qualifying trustee) to pay and discharge, the
     principal of and any premium and interest on such Securities on the
     respective Stated Maturities, in accordance with the terms of this
     Indenture and such Securities. As used herein, "U.S. Government Obligation"
     means (x) any security which is (i) a direct obligation of the United
     States of America for the payment of which the full faith and credit of the
     United States of America is pledged or (ii) an obligation of a Person
     controlled or supervised by and acting as an agency or instrumentality of
     the United States of America the payment of which is unconditionally
     guaranteed as a full faith and credit obligation by the United States of
     America, which, in either case (i) or (ii), is not callable or redeemable
     at the option of the issuer thereof, and (y) any depositary receipt issued
     by a bank (as defined in Section 3(a)(2) of the Securities Act) as
     custodian with respect to any U.S. Government Obligation which is specified
     in Clause (x) above and held by such bank for the account of the holder of
     such depositary receipt, or with respect to any specific payment of
     principal of or interest on any U.S. Government Obligation which is so
     specified and held, PROVIDED that (except as required by law) such
     custodian is not authorized to make any deduction from the amount payable
     to the holder of such depositary receipt from any amount received by the
     custodian in respect of the U.S. Government Obligation or the specific
     payment of principal or interest evidenced by such depositary receipt.

        (2) In the event of an election to have Section 1202 apply to the
     Securities, the Company shall have delivered to the Trustee an Opinion of
     Counsel stating that (A) the Company has received from, or there has been
     published by, the Internal Revenue Service a ruling or (B) since the date
     of this instrument, there has been a change in the applicable Federal
     income tax law, in either case (A) or (B) to the effect that, and based
     thereon such opinion shall confirm that, the Holders of such Securities
     will not recognize gain or loss for Federal income tax purposes as a result
     of the deposit, Defeasance and discharge to be effected with respect to
     such Securities and will be subject to Federal income tax on the same
     amount, in the same manner and at the same times as would be the case if
     such deposit, Defeasance and discharge were not to occur.

        (3) In the event of an election to have Section 1203 apply to the
     Securities, the Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that the Holders of such Securities will not
     recognize gain or loss for Federal income tax purposes as a result of the
     deposit and Covenant Defeasance to be effected with respect to such
     Securities and will be subject to Federal income tax on the same amount, in
     the same manner and at the same times as would be the case if such deposit
     and Covenant Defeasance were not to occur.

                                      -68-
<Page>

        (4) The Company shall have delivered to the Trustee an Officer's
     Certificate to the effect that neither such Securities nor any other
     Securities of the same series, if then listed on any securities exchange,
     will be delisted as a result of such deposit.

        (5) No event which is, or after notice or lapse of time or both would
     become, an Event of Default with respect to such Securities shall have
     occurred and be continuing at the time of such deposit or, with regard to
     any such event specified in Sections 501(4) and (5), at any time on or
     prior to the 90th day after the date of such deposit (it being understood
     that this condition shall not be deemed satisfied until after such 90th
     day).

        (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee
     to have a conflicting interest within the meaning of the Trust Indenture
     Act (assuming all Securities are in default within the meaning of such
     Act).

        (7) Such Defeasance or Covenant Defeasance shall not result in a breach
     or violation of, or constitute a default under, any other agreement or
     instrument to which the Company is a party or by which it is bound.

        (8) Such Defeasance or Covenant Defeasance shall not result in the trust
     arising from such deposit constituting an investment company within the
     meaning of the Investment Company Act unless such trust shall be registered
     under such Act or exempt from registration thereunder.

        (9) The Company shall have delivered to the Trustee an Officer's
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent with respect to such Defeasance or Covenant Defeasance have been
     complied with.

SECTION 1205. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
              TRUST; MISCELLANEOUS PROVISIONS.

        Subject to the provisions of the last paragraph of Section 1003, all
money and U.S. Government Obligations (including the proceeds thereof) deposited
with the Trustee or other qualifying trustee (solely for purposes of this
Section and Section 1206, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1204 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

        The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1204 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of Outstanding Securities.

                                      -69-
<Page>

        Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1204 with
respect to any Securities which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to such Securities.

SECTION 1206. REINSTATEMENT.

        If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and such Securities from which the Company has been discharged or
released pursuant to Section 1202 or 1203 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1205 with respect to such Securities
in accordance with this Article; PROVIDED, HOWEVER, that if the Company makes
any payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Company shall be subrogated
to the rights (if any) of the Holders of such Securities to receive such payment
from the money so held in trust.

                                      -70-
<Page>

        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                                    SCHOLASTIC CORPORATION

                                                    By. /s/ Kevin J. Mcenery


Attest:


/s/ Teresa Connelly
Authorized Officer

                                                           CITIBANK, N.A.,

                                                           By /s/ WAFAA ORFY...


Attest:


/s/ Teresa Connelly
Authorized Officer

                                      -71-
<Page>

STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )


        On the 4th day of April, 2003, before me personally came KEVIN J.
MCENERY to me known, who, being by me duly sworn, did depose and say that he is
CHIEF FINANCIAL OFFICER AND EXECUTIVE VICE PRESIDENT of Scholastic Corporation,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation; and that he signed his name thereto
by like authority.

                                                      ../s/ Paul Marcotrigiano..


STATE OF NEW YORK   )
                    ) ss.:
COUNTY OF NEW YORK  )


        On the 4th day of April, 2003, before me personally came WAFAA ORFY, to
me known, who, being by me duly sworn, did depose and say that she is Vice
President of Citibank, N.A., one of the corporations described in and which
executed the foregoing instrument; that sh] knows the seal of said corporation;
that the seal affixed to said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that she
signed her name thereto by like authority.

                                                         ../s/ Nanette Murphy...

                                      -72-
<Page>

                                                   ANNEX A -- Form of Restricted
                                                          Securities Certificate

                        RESTRICTED SECURITIES CERTIFICATE

                           (For transfers pursuant to
                  Section 305(b)(i) and (iv) of the Indenture)


Citibank, N.A.,
  as Trustee
111 Wall Street, 14th Floor
New York, New York
10043

Attention:  Citibank Agency and Trust

          Re: 5% NOTES DUE 2013 OF SCHOLASTIC CORPORATION (THE "SECURITIES")
        Reference is made to the Indenture, dated as of April 4, 2003 (the
"Indenture"), between Scholastic Corporation (the "Company") and Citibank, N.A.,
as Trustee. Terms used herein and defined in the Indenture or in Rule 144 under
the U.S. Securities Act of 1933, as amended (the "Securities Act") are used
herein as so defined.

        This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

        CUSIP No(s).

        CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that (i) it is the sole beneficial owner of the Specified
Securities, (ii) it is acting on behalf of all the beneficial owners of the
Specified Securities and is duly authorized by them to do so or (iii) it is the
Holder of a Global Security and has received a certification to the effect set
forth below. Such beneficial owner or owners are referred to herein collectively
as the "Owner". If the Specified Securities are represented by a Global
Security, they are held through the Depositary or an Agent Member in the name of
the Undersigned, as or on behalf of the Owner. If the Specified Securities are
not represented by a Global Security, they are registered in the name of the
Undersigned, as or on behalf of the Owner.

        The Owner has requested that the Specified Securities be transferred to
a person (the "Transferee") who will take delivery in the form of a Restricted
Security. In connection with such transfer, the Owner hereby certifies that,
unless such transfer is being effected pursuant to an effective registration
statement under the Securities Act, it is being effected in accordance with
Rule 144A or Rule 144 under the Securities Act and all applicable securities
laws of the states of the United States and other jurisdictions. Accordingly,
the Owner hereby further certifies as follows:

             (1) RULE 144A TRANSFERS. If the transfer is being effected in
          accordance with Rule 144A:

                                      A-1
<Page>

                (A) the Specified Securities are being transferred to a person
            that the Owner and any person acting on its behalf reasonably
            believe is a "qualified institutional buyer" within the meaning of
            Rule 144A, acquiring for its own account or for the account of a
            qualified institutional buyer; and

                (B) the Owner and any person acting on its behalf have taken
            reasonable steps to ensure that the Transferee is aware that the
            Owner may be relying on Rule 144A in connection with the transfer;
            and

             (2) Rule 144 Transfers. If the transfer is being effected pursuant
          to Rule 144:

                 the transfer is occurring after a holding period of at least
                 one year (computed in accordance with paragraph (d) of
                 Rule 144) has elapsed since the Specified Securities were last
                 acquired from the Company or from an affiliate of the Company,
                 whichever is later, and is being effected in accordance with
                 the applicable amount, manner of sale and notice requirements
                 of Rule 144.

        This certificate and the statements contained herein are made for your
benefit and the benefit of the Company and the Purchasers.

Dated:
                           -----------------------------------------------------
                           (Print the name of the Undersigned, as such term is
                           defined in the second paragraph of this certificate.)

                         By:
                            ---------------------------------------------------
                            Name:
                            Title:
                            (If the Undersigned is a corporation, partnership or
                            fiduciary, the title of the person signing on behalf
                            of the Undersigned must be stated.)

                                      A-2
<Page>

                                                             ANNEX  B -- Form of
                                                        Regulation S Certificate

                            REGULATION S CERTIFICATE

             (For transfers pursuant to Section 305(c)(i) and (iii)
                                of the Indenture)

Citibank, N.A.,
  as Trustee
111 Wall Street, 14th Floor
New York, New York
10043

 Attention:  Citibank Agency and Trust

             Re: 5% NOTES DUE 2013 OF SCHOLASTIC CORPORATION (THE "SECURITIES")

             Reference is made to the Indenture, dated as of April 4, 2003 (the
"Indenture"), between Scholastic Corporation (the "Company") and Citibank, N.A.,
as Trustee. Terms used herein and defined in the Indenture or in Regulation S or
Rule 144 under the U.S. Securities Act of 1933, as amended (the "Securities
Act") are used herein as so defined.

             This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

             CUSIP No(s).

             CERTIFICATE No(s). _____________________

             The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that (i) it is the sole beneficial owner of the
Specified Securities, (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so or (iii) it
is the Holder of a Global Security and has received a certification to the
effect set forth below. Such beneficial owner or owners are referred to herein
collectively as the "Owner". If the Specified Securities are represented by a
Global Security, they are held through the Depositary or an Agent Member in the
name of the Undersigned, as or on behalf of the Owner. If the Specified
Securities are not represented by a Global Security, they are registered in the
name of the Undersigned, as or on behalf of the Owner.

             The Owner has requested that the Specified Securities be
transferred to a person (the "Transferee") who will take delivery in the form of
a Regulation S Security. In connection with such transfer, the Owner hereby
certifies or has certified that, unless such transfer is being effected pursuant
to an effective registration statement under the Securities Act, it is being
effected in accordance with Rule 904 of Regulation S or Rule 144 under the
Securities Act and with all applicable securities laws of the states of the
United States and

                                      B-1
<Page>

other jurisdictions. Accordingly, the Owner hereby further certifies or has
certified as follows:

             (1)  Rule 904 Transfers. If the transfer is being effected in
        accordance with Rule 904 of Regulation S:

                  (A)   the Owner is not a distributor of the Securities, an
        affiliate of the Company or any such distributor or a person acting on
        behalf of any of the foregoing;

                  (B)   the offer of the Specified Securities was not made to a
        person in the United States or for the account or benefit of a U.S.
        Person;

                  (C)   either:

                        (i) at the time the buy order was originated, the
                  Transferee was outside the United States or the Owner and any
                  person acting on its behalf reasonably believed that the
                  Transferee was outside the United States, or

                        (ii) the transaction is being executed in, on or through
                  the facilities of the Eurobond market, as regulated by the
                  International Securities Market Association or another
                  designated offshore securities market and neither the Owner
                  nor any person acting on its behalf knows that the transaction
                  has been prearranged with a buyer in the United States;

                  (D)   no directed selling efforts have been made in the United
        States by or on behalf of the Owner or any affiliate thereof;

                  (E)   if the Owner is a dealer in securities or has received a
        selling concession, fee or other remuneration in respect of the
        Specified Securities, and the transfer is to occur during the Restricted
        Period, then the requirements of Rule 904(c)(1) have been satisfied; and

                  (F)   the transaction is not part of a plan or scheme to evade
        the registration requirements of the Securities Act.

             (2)  RULE 144 TRANSFERS. If the transfer is being effected pursuant
        to Rule 144:

             the transfer is occurring after a holding period of at least one
             year (computed in accordance with paragraph (d) of Rule 144) has
             elapsed since the Specified Securities were last acquired from the
             Company or from an affiliate of the Company, whichever is later,
             and is being effected in accordance with the applicable amount,
             manner of sale and notice requirements of Rule 144.

             This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Purchasers.

                                      B-2
<Page>

Dated:
                 ---------------------------------------------------------------
                 (Print  the name of the  Undersigned,  as such term is  defined
                 in the  second paragraph of this certificate.)

                 By:
                    ------------------------------------------------------------
                    Name:
                    Title:
                 (If the  Undersigned is a corporation,  partnership or
                 fiduciary,  the title of the person signing on behalf of the
                 Undersigned must be stated.)

                                       B-3