<Page>
                                                                    Exhibit 4(q)

                                                                [CONFORMED COPY]
================================================================================





                      SHEARSON/LEHMAN/AMERICAN EXPRESS INC.

                                       TO

                            MARINE MIDLAND BANK, N.A.

                                                   TRUSTEE






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

                                    INDENTURE

                           DATED AS OF OCTOBER 1, 1984

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







================================================================================
<Page>

                         SHEARSON/AMERICAN EXPRESS INC.

         RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939 AND
                       INDENTURE, DATED AS OF JUNE 1, 1983

<Table>
<Caption>
   TRUST INDENTURE                                                                  INDENTURE SECTION
   ACT SECTION
<S>                                                                                 <C>
   ss.310    (a)(1)...............................................................  809
             (a)(2)...............................................................  809
             (a)(3)...............................................................  Not Applicable
             (a)(4)...............................................................  Not Applicable
             (b)..................................................................  808
                                                                                    810
   ss.311    (a)..................................................................  813(a)
             (b)..................................................................  813(b)
             (b)(2)...............................................................  903(a)(2)
                                                                                    903(b)
   ss.312    (a)..................................................................  901
                                                                                    902(a)
             (b)..................................................................  902(b)
             (c)..................................................................  902(c)
   ss.313    (a)..................................................................  903(a)
             (b)..................................................................  903(b)
             (c)..................................................................  903(a), 903(b)
             (d)..................................................................  903(c)
   ss.314    (a)..................................................................  904
             (b)..................................................................  Not Applicable
             (c)(1)...............................................................  102
             (c)(2)...............................................................  102
             (c)(3)...............................................................  Not Applicable
             (d)..................................................................  Not Applicable
             (e)..................................................................  102
   ss.315    (a)..................................................................  801(a)
             (b)..................................................................  802
                                                                                    903(a)(6)
             (c)..................................................................  801(b)
             (d)..................................................................  801(c)
             (d)(1)...............................................................  801(a)(1)
             (d)(2)...............................................................  801(c)(2)
             (d)(3)...............................................................  801(c)(3)
             (e)..................................................................  716
   ss.316    (a)..................................................................  101
             (a)(1)(A)............................................................  702
                                                                                    714
             (a)(1)(B)............................................................  715
             (a)(2)...............................................................  Not Applicable
             (b)..................................................................  710
   ss.317    (a)(1)...............................................................  705
             (a)(2)...............................................................  706
             (b)..................................................................  503
   ss.318    (a)..................................................................  107
</Table>

-----------------
NOTE: THIS  RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE A
      PART OF THE INDENTURE.


                                       i
<Page>

                                                  TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                                PAGE
<S>                                                                                                              <C>
ARTICLE ONE Definitions and Other Provisions of General Application...............................................1

         Section 101.          Definitions........................................................................1

                  Act      .......................................................................................1
                  Affiliate.......................................................................................2
                  Applicable Minimum Capital......................................................................2
                  Bankruptcy Act..................................................................................2
                  Board of Directors..............................................................................2
                  Board Resolution................................................................................2
                  Business Day....................................................................................2
                  Commission......................................................................................2
                  Company ........................................................................................2
                  Company Request; Company Order..................................................................2
                  Consolidated Net Income.........................................................................2
                  Corporate Trust Office..........................................................................2
                  corporation.....................................................................................2
                  Defaulted Interest..............................................................................2
                  domestic .......................................................................................2
                  Event of Acceleration...........................................................................3
                  Event of Default................................................................................3
                  Exchange .......................................................................................3
                  Holder   .......................................................................................3
                  Indebtedness....................................................................................3
                  Indenture.......................................................................................3
                  Interest .......................................................................................3
                  Interest Payment Date...........................................................................3
                  Maturity .......................................................................................3
                  Net Capital Rule................................................................................3
                  Officers' Certificate...........................................................................3
                  Opinion of Counsel..............................................................................3
                  Original Issue Discount Security................................................................4
                  Outstanding.....................................................................................4
                  Paying Agent....................................................................................4
                  Person   .......................................................................................4
                  Place of Payment................................................................................4
                  Predecessor Security............................................................................5
                  Redemption Date.................................................................................5
                  Redemption Price................................................................................5
                  Regular Record Date.............................................................................5
                  Responsible Officer.............................................................................5
                  Securities......................................................................................5
                  Security Register and Security Registrar........................................................5
                  Senior Indebtedness.............................................................................5
                  SIPA     .......................................................................................5
                  SIPC     .......................................................................................5
                  Special Record Date.............................................................................5


                                                            ii
<Page>

                  Stated Maturity.................................................................................5
                  Subordinated Payment............................................................................6
                  Subsidiary......................................................................................6
                  Trustee  .......................................................................................6
                  Trust Indenture Act.............................................................................6
                  Vice President..................................................................................6

         Section 102.          Compliance Certificates and Opinions...............................................6

         Section 103.          Form of Documents Delivered to Trustee.............................................7

         Section 104.          Acts of Holders....................................................................7

         Section 105.          Notices, Etc., to Trustee and Company..............................................8

         Section 106.          Notice to Holders; Waiver..........................................................8

         Section 107.          Conflict with Trust Indenture Act..................................................8

         Section 108.          Effect of Headings and Table of Contents...........................................8

         Section 109.          Separability Clause................................................................8

         Section 110.          Benefits of Indenture..............................................................9

         Section 111.          Governing Law......................................................................9

         Section 112.          Legal Holidays.....................................................................9

ARTICLE TWO Security Forms........................................................................................9

         Section 201.          Forms Generally....................................................................9

         Section 202.          Form of Face of Security..........................................................10

         Section 203.          Form of Reverse of Security.......................................................11

         Section 204.          Form of Trustee's Certificate of Authentication...................................15

ARTICLE THREE The Securities.....................................................................................15

         Section 301.          Amount Unlimited; Issuable in Series..............................................15

         Section 302.          Denominations.....................................................................17

         Section 303.          Execution, Authentication, Delivery and Dating....................................17

         Section 304.          Temporary Securities..............................................................18

         Section 305.          Registration, Registration of Transfer and Exchange...............................18


                                                           iii
<Page>

         Section 306.          Mutilated, Destroyed, Lost and Stolen Securities..................................19

         Section 307.          Payment of Interest; Interest Rights Preserved....................................20

         Section 308.          Persons Deemed Owners.............................................................21

         Section 309.          Cancellation......................................................................21

         Section 310.          Computation of Interest...........................................................21

ARTICLE FOUR Subordination of Securities.........................................................................21

         Section 401.          Securities Subordinate to Senior Indebtedness.....................................21

         Section 402.          Payment of Securities on Dissolution,  etc........................................21

         Section 403.          Subrogation of Holders to Rights of Holders of Senior Indebtedness................22

         Section 404.          Securities May Be Paid Prior to Dissolution, etc..................................23

         Section 405.          No Waiver of Subordination Provisions.............................................23

         Section 406.          Authorization to Trustee to Take Action to Effectuate Subordination...............23

         Section 407.          Senior Indebtedness May Be Renewed or Extended, etc...............................23

         Section 408.          Trustee to Have no Fiduciary Duty to Holders of Senior Indebtedness...............24

         Section 409.          Rights of Trustee as Holder of Senior Indebtedness................................24

         Section 410.          Notice to Trustee.................................................................24

         Section 411.          Securities Ranking with Certain Indebtedness......................................24

ARTICLE FIVE Covenants...........................................................................................25

         Section 501.          Payment of Principal, Premium and Interest........................................25

         Section 502.          Maintenance of Office or Agency...................................................25

         Section 503.          Money for Securities Payments to Be Held In Trust.................................25

         Section 504.          Corporate Existence...............................................................27


                                                            iv
<Page>

         Section 505.          Limitation on Dividends and Common Stock Distributions............................27

         Section 506.          Statement by Officers as to Default...............................................27

         Section 507.          Waiver of Certain Covenants.......................................................27

ARTICLE SIX Satisfaction And Discharge...........................................................................28

         Section 601.          Satisfaction and Discharge of Indenture...........................................28

         Section 602.          Application of Trust Money........................................................29

ARTICLE SEVEN Remedies of the Trustee and Holders Upon Events of Acceleration and Default........................29

         Section 701.          Events of Acceleration and Default Defined........................................29

         Section 702.          Action if Event of Acceleration; Suspension of Payment............................30

         Section 703.          Action if Event of Default........................................................33

         Section 704.          Rescission of Acceleration........................................................34

         Section 705.          Collection of Indebtedness and Suits for Enforcement by Trustee...................34

         Section 706.          Trustee May File Proofs of Claim..................................................35

         Section 707.          Trustee May Enforce Claims Without Possession of Securities.......................36

         Section 708.          Application of Money Collected....................................................36

         Section 709.          Limitation on Suits...............................................................36

         Section 710.          Unconditional Right of Holders to Receive Principal, Premium and Interest.........37

         Section 711.          Restoration of Rights and Remedies................................................37

         Section 712.          Rights and Remedies Cumulative....................................................37

         Section 713.          Delay or Omission Not Waiver......................................................37

         Section 714.          Control by Holders................................................................38

         Section 715.          Waiver of Past Defaults...........................................................38


                                                            v
<Page>

         Section 716.          Undertaking for Costs.............................................................38

         Section 717.          Waiver of Stay or Extension Laws..................................................39

ARTICLE EIGHT The Trustee........................................................................................39

         Section 801.          Certain Duties and Responsibilities...............................................39

         Section 802.          Notice of Defaults................................................................40

         Section 803.          Certain Rights of Trustee.........................................................40

         Section 804.          Not Responsible for Recitals or Issuance of Securities............................41

         Section 805.          May Hold Securities...............................................................41

         Section 806.          Money Held In Trust...............................................................41

         Section 807.          Compensation and Reimbursement....................................................42

         Section 808.          Disqualification; Conflicting Interests...........................................42

         Section 809.          Corporate Trustee Required; Eligibility...........................................46

         Section 810.          Resignation and Removal; Appointment of Successor.................................47

         Section 811.          Acceptance of Appointment by Successor............................................48

         Section 812.          Merger, Conversion, Consolidation or Succession to Business.......................49

         Section 813.          Preferential Collection of Claims Against Company.................................49

ARTICLE NINE Holders' Lists and Reports By Trustee and Company...................................................52

         Section 901.          Company to Furnish Trustee Names and Address of Holders...........................52

         Section 902.          Preservation of Information; Communication to Holders.............................53

         Section 903.          Reports by Trustee................................................................54

         Section 904.          Reports by Company................................................................55

ARTICLE TEN Consolidation, Merger, Conveyance, Transfer or Lease.................................................55

         Section 1001.         Consolidations or Mergers of Company and Sales or Transfers of Property of
                               Company Permitted Subject to Certain Conditions...................................55


                                                            vi
<Page>

         Section 1002.         Rights and Duties of Successor Corporation........................................56

         Section 1003.         Opinion of Counsel................................................................56

ARTICLE ELEVEN Supplemental Indenture............................................................................56

         Section 1101.         Supplemental Indentures Without Consent of Holders................................56

         Section 1102.         Supplemental Indentures with Consent of Holders...................................57

         Section 1103.         Execution of Supplemental Indentures..............................................58

         Section 1104.         Effect of Supplemental Indentures.................................................58

         Section 1105.         Conformity with Trust Indenture Act...............................................58

         Section 1106.         Reference in Securities to Supplemental Indentures................................58

ARTICLE TWELVE Redemption of Securities..........................................................................59

         Section 1201.         Applicability of Article..........................................................59

         Section 1202.         Election to Redeem; Notice to Trustee.............................................59

         Section 1203.         Limitations on Redemption; Recovery of Certain Payments...........................59

         Section 1204.         Selection of Trustee of Securities to Be Redeemed.................................61

         Section 1205.         Notice of Redemption..............................................................61

         Section 1206.         Deposit of Redemption Price.......................................................62

         Section 1207.         Securities Payable on Redemption Date.............................................62

         Section 1208.         Securities Redeemed in Part.......................................................63

ARTICLE THIRTEEN Sinking Funds...................................................................................63

         Section 1301.         Applicability of Article..........................................................63

         Section 1302.         Satisfaction of Sinking Fund Payments with Securities.............................63

         Section 1303.         Redemption of Securities for Sinking Fund.........................................63

ARTICLE FOURTEEN Miscellaneous Provisions........................................................................64

         Section 1401.         Successors and Assigns of Company Bound by Indenture..............................64


                                                           vii
<Page>

         Section 1402.         Act of Board, Committee or Officer of Successor Corporation Valid.................64

         Section 1403.         Surrender of Powers by Company....................................................64

         Section 1404.         Indenture May Be Executed in Counterparts.........................................64

         Section 1405.         No Security or Right of Set-Off...................................................64

         Section 1406.         No Reliance on Exchange;  Arbitration under Exchange Rules; etc...................65

         Section 1407.         Acceptance of Trusts by Trustee...................................................66
</Table>









                                                           viii
<Page>

       INDENTURE, dated as of October 1, 1984, from SHEARSON LEHMAN/AMERICAN
EXPRESS INC., a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
Two World Trade Center, New York, New York 10048, to MARINE MIDLAND BANK, N.A.,
a national banking association duly organized and existing under the laws of the
United States, as Trustee.

                             RECITALS OF THE COMPANY

       The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured, senior
subordinated debentures, notes or other evidences of indebtedness (herein called
the "Securities") unlimited as to principal amount, to bear such rates of
interest, to mature at such time or times, to be issued in one or more series
and to have such other provisions as in this Indenture provided.

       All things necessary to make this Indenture a valid agreement of the
Company, in accordance with 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 or of series
thereof, 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 One have the meanings
       assigned to them in this Article One 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) All accounting terms not otherwise defined herein have the
       meanings assigned to them in accordance with generally accepted
       accounting principles; and

              (4) 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.

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

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


<Page>

       "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.

       "Applicable Minimum Capital" has the meaning specified in Section
702(b)(v).

       "Bankruptcy Act" means Title 11 of the United States Code, entitled
Bankruptcy, or any successor statute.

       "Board of Directors" means the board of directors of the Company, the
executive committee thereof or nay other committee of the board of directors
duly authorized to act hereunder.

       "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
to close.

       "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, 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 Shearson Lehman/American Express Inc., and, subject to
the provisions of Article Ten, shall also include its successors and assigns.

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

       "Consolidated Net Income" means the net income (or net deficit) of the
Company and its consolidated subsidiaries, determined on a consolidated basis in
accordance with generally accepted accounting principles.

       "Corporate Trust Office" means the principal office of the Trustee in New
York, New York at which at any particular time its corporate trust business
shall be administered.

       "corporation" includes corporations, associations, companies and business
trusts.

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

       "domestic", when used with reference to an exchange, board of trade,
clearing association or similar organization, means such an organization
governed by the Laws or regulations of the United


                                       2
<Page>

States of America or any department or agency thereof, and when used with
reference to a governmental agency or body shall mean an agency or body
organized under the laws of the United States of America.

       "Event of Acceleration" and "Event of Default" have the meanings
specified in Section 701.

       "Exchange" means the regulatory body having responsibility for inspecting
or examining the Company in connection with the Company's compliance with the
financial responsibility requirements of Section 13(c) of the Securities
Investor Protection Act and Section 17(d) of the Securities Exchange Act of
1934, which body at the date of the execution and delivery of this Indenture is
the New York Stock Exchange, Inc. References herein to Exchange shall also be
deemed to refer to Chicago Mercantile Exchange, The Chicago Board of Trade, the
Comex Clearing Association, Inc. and to any other domestic exchange, board of
trade, clearing association or similar organization of which the Company is a
member, or with which it has qualified for privileges (including any "designated
self-regulatory organization" as defined in Section 1.3(ff) of the regulations
under the Commodity Exchange Act) and which requires such reference as a
condition to treating the Securities as part of the Company's net capital as
computed for the purposes of said organization.

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

       "Indebtedness" of a Person shall mean all obligations of such person
which would be treated as liabilities in accordance with generally accepted
accounting principles.

       "Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities established as
contemplated by Section 301.

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

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

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

       "Net Capital Rule" has the meaning specified in Section 702(b)(i) hereof.
The terms "aggregate indebtedness", "aggregate debit items", "secured demand
note", "subordination agreements", and "net capital" are used as each is defined
or otherwise given meaning in the Net Capital Rule.

       "Officers' Certificate" means a certificate signed by the Chairman of the
Board, any Vice Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary of an Assistant Secretary,
of the Company, and delivered to the Trustee.

       "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.


                                       3
<Page>

       "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable following
an Event of Acceleration or an Event of Default pursuant to Section 702(a) or
Section 703.

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

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

              (ii) 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; and

              (iii) 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 Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) the principal
amount of an Original Issue Discount Security that may be counted in making such
determination and that shall be deemed to be Outstanding for such purposes shall
be equal to the amount of the principal thereof that could be declared to be due
and payable pursuant to the terms of such Original Issue Discount Security at
the time the taking of such action by the Holders of such requisite principal
amount is evidenced to the Trustee as provided in Section 104(a), and (b)
Securities owned beneficially by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor, other than
Securities purchased in connection with the distribution or trading thereof,
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 or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or such other obligor.

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

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

       "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 301.


                                       4
<Page>

       "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.

       "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.

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

       "Responsible Officer," when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer 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 his knowledge of
and familiarity with the particular subject.

       "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

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

       "Senior Indebtedness" when used in relation to a Subordinated Payment or
in connection with provisions relating to such Subordinated Payment means
indebtedness of the Company, to the extent unsecured, arising out of any matter
or event occurring prior to the date on which such Subordinated Payment matures
and becomes due and payable, which has not in whole or in part been subordinated
in right of payment to any other Indebtedness of the Company.

       "SIPA" means the Securities Investor Protection Act of 1970, as amended.

       "SIPC" means the Securities Investor Protection Corporation established
under SIPA, or any successor corporation or agency thereunder.

       "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
installment of principal thereof or interest thereon, means (1) the date
specified in such Security as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable and
(ii) the Redemption Date for any Security or portion thereof called for
redemption pursuant to any mandatory sinking fund or analogous obligation.


                                       5
<Page>

       "Subordinated Payment" has the meaning specified in Section 401.

       "Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is 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.

       "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
such successor Trustee, and if at any time there is more than one such Person,
"Trustee" shall include each Person who is then a Trustee hereunder. "Trustee"
as used with respect to the Securities of any series shall mean the Trustee with
respect to Securities of that series.

       "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force
at the date as of which this instrument was executed, except as provided in
Section 1105.

       "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 as Officers' Certificate stating that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

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

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

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

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

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


                                       6
<Page>

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
Counsel, or representations by counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based arc erroneous. Any such certificate or Opinion of Counsel or
representation by 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.

       (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given 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 arc delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 801) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

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

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

       (d) 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


                                       7
<Page>

respect of anything done, omitted or suffered to be done by the Trustee or the
Company in reliance thereon, whether or not notation of such action is made upon
such Security.

Section 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 to or with the Trustee at its Corporate Trust Office, or

              (2) the Company by the Trustee or by any Holder shall be
       sufficient for every purpose hereunder 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.

Section 106.  NOTICE TO HOLDERS; WAIVER.

       Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given if in writing and mailed, first-class postage
prepaid, to each Holder affected by such event, at his address as it appears in
the Security Register, not later than the latest date, and not earlier than the
earliest date, 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. 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 another
provision hereof which is required to be included In this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

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.  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.


                                       8
<Page>

Section 110.  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 and to the extent provided in Article Four, the holders of
Senior Indebtedness, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

Section 111.  GOVERNING LAW.

       This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

Section 112.  LEGAL HOLIDAYS.

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

                                  ARTICLE TWO

                                 SECURITY FORMS

Section 201.  FORMS GENERALLY.

       The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to amply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of such
Securities, If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

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

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


                                       9
<Page>

Section 202.  FORM OF FACE OF SECURITY.

       [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT--FOR
PURPOSES OF SECTION 1232 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1954, AS
AMENDED, THE ISSUE PRICE OF THIS SECURITY IS % OF ITS PRINCIPAL AMOUNT AND THE
ISSUE DATE IS , 19 .]

                      SHEARSON LEHMAN/AMERICAN EXPRESS INC.



       No.                                                          $

         SHEARSON  LEHMAN/AMERICAN  EXPRESS INC., a corporation  duly organized
end existing under the laws of Delaware  (herein called the "Company," which
term includes any successor corporation under the Indenture hereinafter
referred to), for value received,  hereby promises to pay to                  or
registered assigns, the principal sum of                              Dollars on
                  .  [IF THE  SECURITY IS TO BEAR  INTEREST  PRIOR TO  MATURITY,
INSERT--, and to pay interest thereon from or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
on and in each year, commencing , at the rate of % per annum, until the
principal hereof is paid or made available for payment [IF APPLICABLE INSERT--,
and (to the extent that the payment of such interest shall be legally
enforceable) at the rate of % per annum on any overdue principal and premium and
on any overdue installment of interest]. The interest so payable, and punctually
paid or duly provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the or (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture].

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

       Payment of the principal of (and premium, if any) and [IF APPLICABLE,
INSERT any such] interest on this Security will be made at the office or agency
of the Company maintained for that purpose in the [Borough of Manhattan, the
City of New York] in such coin or currency of the United States of America as at
the time of payment as legal tender for payment of public and private debts [IF
APPLICABLE, INSERT ;


                                       10
<Page>

PROVIDED, HOWEVER, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register]

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

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

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

       Dated:

                                           SHEARSON LEHMAN/AMERICAN EXPRESS INC.


                                           By
                                              ----------------------------------
                                                                       PRESIDENT



Attest:


-------------------------------
           SECRETARY

Section 203.  FORM OF REVERSE OF SECURITY.

       This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities") issued and to be issued in one or more
series under an Indenture, dated as of October l, 1984 (herein called the
"Indenture"), from the Company to Marine Midland Bank. N.A., as Trustee (herein
called the "Trustee", which term includes any successor trustee under the
Indenture) to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered. This Security is one of the series designated on
the face hereof [, limited in aggregate principal amount to $                 .]

       [IF APPLICABLE, INSERT--The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [IF APPLICABLE, INSERT
(1) on                          in any year commencing with the year
and ending with the year           through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [on or after             , 19 ], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before               %,
and if redeemed] during the 12-month period beginning                         of
the years indicated,


                                       11
<Page>


                       REDEMPTION                             REDEMPTION
       YEAR              PRICE                YEAR               PRICE
----------------   ----------------    ----------------     ----------------








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

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

                       REDEMPTION PRICE
                        FOR REDEMPTION            REDEMPTION PRICE FOR
                       THROUGH OPERATION          REDEMPTION OTHERWISE
                            OF THE               THAN THROUGH OPERATION
      YEAR               SINKING FUND              OF THE SINKING FUND
---------------------  -----------------       ---------------------------











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


                                       12
<Page>


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

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

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

         The indebtedness evidenced by the Securities of this series, together
with [IF APPLICABLE, INSERT--any] interest accrued thereon and premium, if any,
is, to the extent provided in the Indenture, subordinate and subject in right of
payment to the prior payment in full or all Senior Indebtedness, as defined in
the Indenture, and this Security is issued subject to the provisions of the
Indenture, and each Holder hereof, by accepting the same, agrees to and shall be
hound by such provisions and authorizes and directs the Trustee in his behalf to
take such action as may be necessary or appropriate to acknowledge or effectuate
the subordination as provided in the Indenture and appoints the Trustee his
attorney-in-fact for any and all such purposes.

       As provided in the Indenture, the Company's obligation to pay the
principal of the Securities of this series at Stated Maturity (IF APPLICABLE,
INSERT--or pursuant to the mandatory sinking fund] shall be suspended it, after
giving effect to such payment and the payment of certain other subordinated
debt, the Company's "net capital" would be reduced below the minimum amounts of
capital to be maintained by the Company as required by the various domestic
exchanges, boards of trade and governmental agencies to which it is subject, all
with the effect and to the extent provided in the Indenture. [IF APPLICABLE,
INSERT--Optional redemptions are subject us similar suspensions and to the
requirement that permission therefor of the Exchange (as defined in the
Indenture) has been obtained.] If payment is made of the principal of the
Securities of this series notwithstanding the foregoing, the Holders of the
Securities so paid are required to repay to the Company, its successors or
assigns, the sum so paid, PROVIDED, HOWEVER, that any suit for such recovery
must be commenced within two years of the date of such payment. Each Holder
hereof, by accepting the same, agrees to be bound by such provisions.

       [IF THE SECURITY IS NOT AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT--In
case an Event of Default or an Event of Acceleration, as defined in the
Indenture, with respect to Securities of this series shall have occurred and be
continuing, the principal of all of the Securities of this series, in the case
of an Event of Default, shall become, or in the case of an Event of
Acceleration, may be declared and in accordance with such declaration shall
become, due and payable and such acceleration or declaration may in certain
events be rescinded, in the manner, with the effect and subject to the
conditions provided in the Indenture.]

       [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY, INSERT--In case
an Event of Default or an Event of Acceleration, as defined in the Indenture,
with respect to Securities of this series shall have occurred and shall be
continuing, an amount of principal of the Securities of this series, in the case
of an Event of Default, shall become, or in the case of an Event of
Acceleration, may be declared and in


                                       13
<Page>

accordance with such declaration shall become, due and payable and such Event of
Default or Event of Acceleration may in certain events be rescinded, in the
manner and with the effect and subject to the conditions provided in the
Indenture. Such amount shall be equal to--INSERT FORMULA FOR DETERMINING THE
AMOUNT. Upon payment (i) of the amount of principal so declared or becoming due
and payable and (ii) of interest on any overdue principal and overdue interest
(in each case to the extent that the payment of such interest shall be legally
enforceable), all of the Company's obligations in respect of the payment of the
principal of and interest, if any, on the Securities of this series shall
terminate.]

       The Securities may be redeemed, at the option of the Company, as a whole
or from time to time in part, upon the notice referred to below, at a redemption
price equal to [IF THE SECURITY IS NOT AN ORIGINAL ISSUER DISCOUNT SECURITY,
INSERT--the principal amount thereof, together with interest accrued to the date
fixed for redemption] [IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT SECURITY,
INSERT--such amount as shall be equal to--INSERT FORMULA FOR DETERMINING THE
AMOUNT], provided, that such redemption may only be made at a time when the
Securities shall have ceased to be treated as part of the Company's net capital
within the meaning of the Net Capital Rule or of the regulations under the
Commodity Exchange Act as a result of a change in the Net Capital Rule or such
regulations, as the case may be.

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

       Except as hereinabove provided, no reference herein to the Indenture and
no provision of this Security or of the Indenture shall alter or impair (as
among the Company, as creditors other than the holders of Senior Indebtedness,
as defined in the Indenture, and the Holders of the Securities) the obligation
of the Company, which is absolute and unconditional, to pay the principal of
(and premium, if any) and interest on this Security at the time and place and at
the rate and in the coin or currency herein prescribed.

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

       The Securities of this series are issuable only in registered form
without coupons in denominations of $    and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal


                                       14
<Page>

amount of Securities of this series 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.

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

Section 204.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

                                        MARINE MIDLAND BANK, N.A.,
                                        as Trustee


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


                                 ARTICLE THREE

                                 THE SECURITIES

Section 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

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

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

              (2) any limit upon the aggregate principal amount of the
       Securities of the series which may be authenticated and delivered under
       this Indenture (except for Securities authenticated and delivered upon
       registration of transfer of, or in exchange for, or in lieu of, or in
       respect of, other securities of the series pursuant to Section 304, 305,
       306, 1106, 1203 or 1208);

              (3) the date or dates on which the principal of the Securities of
       the series is payable;


                                       15
<Page>

              (4) the rate or rates at which the Securities of the series shall
       bear interest, if any, including the rate of interest applicable on
       overdue payments of principal or interest, if different from the rate of
       interest stated in the title of the Security, the date or dates from
       which such interest shall accrue, the Interest Payment Dates on which
       such interest shall be payable and the Regular Record Date for the
       interest payable on any Interest Payment Date, and the basis upon which
       such interest shall be calculated if other than that of a 360-day year of
       twelve 30-day months;

              (5) the place or places, if any, in addition to or other than the
       Borough or Manhattan, The City or New York, where the principal of (and
       premium, if any) and interest on Securities of the series shall be
       payable;

              (6) if applicable, the period or periods within which, the price
       or prices at which and the terms and conditions upon which Securities of
       the series may be redeemed, in whole or in part, at the option of the
       Company;

              (7) the obligation, if any, of the Company to redeem or purchase
       Securities of the series pursuant to any sinking fund or analogous
       provisions or at the option of a Holder thereof and the period or periods
       within which, the price or prices at which and the terms and conditions
       upon which Securities of the series shall be redeemed or purchased, in
       whole or in part, pursuant to such obligation;

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

              (9) if other than the principal amount thereof, the portion of the
       principal amount of Securities of the series which shall be payable upon
       declaration of acceleration of the Maturity thereof pursuant to Section
       702 or Section 703;

              (10) any Event of Acceleration or Event of Default with respect to
       the Securities of the series, if not set forth herein; and

              (11) any other terms of the series (which terms shall not be
       inconsistent with the provisions of this Indenture).

       All Securities of any one series shall be substantially identical except
as to denomination and the rate or rates of interest, if any, and maturity and
except as may otherwise be provided in or pursuant to such Board Resolution and
set forth in such Officers' Certificate or in any such indenture supplemental
hereto. All Securities of any one series need not be issued at the same time,
and unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series.

       If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.


                                       16
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Section 302.  DENOMINATIONS.

       The Securities of each series shall be issuable in registered form
without coupons in denominations of $1,000 and any integral multiple thereof, or
in such other denominations and amounts as may from time to time be fixed by or
pursuant to a Board Resolution.

Section 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

       The Securities shall be executed on behalf of the company by its Chairman
of the Board, one of its Vice Chairmen of the Board, 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 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 of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. If the
form or terms of the Securities of the series have been established in or
pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,
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 801) shall be fully protected in
relying upon, an Opinion of Counsel stating,

              (a) if the form of such Securities has been established by or
       pursuant to Board Resolution as permitted by Section 201, that such form
       has been established in conformity with the provisions of this Indenture;

              (b) if the terms of such Securities have been established by or
       pursuant to Board Resolution as permitted by Section 301, that such terms
       have been established in conformity with the provisions of this
       Indenture; and

              (c) 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
       wait their terms, subject to bankruptcy, insolvency, reorganization and
       other laws of general applicability relating to or affecting the
       enforcement of creditors' rights and to general equity principles.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

       Each Security shall be dated the date of its authentication.


                                       17
<Page>

       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.

Section 304.  TEMPORARY SECURITIES.

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

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

Section 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

       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
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.

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

       At the option of the Holder, Securities of any series may be exchanged
for other Securities or the same series, of any authorized denominations and of
a like aggregate principal amount, 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.


                                       18
<Page>

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

       No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 1106, 1203 or 1208 not involving any
transfer.

       The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series for a period or 10 days next preceding any
date fixed for the payment of Defaulted Interest, (ii) to issue, register the
transfer of or exchange Securities of any series for a period of 15 days next
preceding the day of the mailing of a notice of redemption of Securities of that
series selected for redemption under Section 1204 and ending at the close of
business on the day of such mailing, or (iii) 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.

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 the same series and 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 tide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

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

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


                                       19
<Page>

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.

       At the option of the Company, interest on the Securities of any series
that bear interest may be paid by mailing a check to the address of the person
entitled thereto as such address shall appear in the Security Register.

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

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

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

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


                                       20
<Page>

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 premium, if any) and
(subject to Section 307) interest on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

Section 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 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 as directed by a Company Order.

Section 310.  COMPUTATION OF INTEREST.

       Except as otherwise specified as contemplated by Section 301 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                           SUBORDINATION OF SECURITIES

Section 401.  SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS.

       The Company covenants and agrees, and each Holder, by his acceptance
thereof, likewise covenants and agrees, that anything to the contrary herein
notwithstanding, the following subordination provisions contained in this
Article Four shall be applicable to each payment of principal, premium, if any,
and interest, if any, required to be made on Securities of any series and each
optional or mandatory sinking fund or redemption payment (each such payment
being hereinafter referred to as a "Subordinated Payment").

Section 402.  PAYMENT OF SECURITIES ON DISSOLUTION, ETC.

       The right of the Holders to receive payment of each Subordinated Payment
shall be subordinate in right of payment and subject to the prior payment or
provision for payment in full of all Senior Indebtedness owing to other present
and future creditors of the Company at the time of such Subordinated Payment and
in the event of the appointment of a receiver or trustee of the Company or
Insolvency of the Company (as hereinafter defined), its liquidation pursuant to
SIPA or otherwise, including liquidation deemed to have commenced under Section
702, its bankruptcy, assignment for the benefit of creditors, reorganization
whether or not pursuant to bankruptcy laws or any other marshalling of the
assets and liabilities of the Company (any such event being herein referred to
as "Insolvency Proceedings"), such Holders shall not be entitled on account of
such Subordinated Payment to participate or share ratably or


                                       21
<Page>

otherwise in the distribution of the assets of the Company until all Senior
Indebtedness shall have been fully satisfied or provision has been made
therefor, it being understood that provision shall be deemed, for purposes of
this Section 402, to have been made for payment in full of all Senior
Indebtedness if the assets of the Company available to pay the same shall be
adequate in amount to satisfy all Senior Indebtedness fully, regardless or
whether any assets shall have been liquidated or shall be in any manner set
aside for that purpose. To give effect to the foregoing, in case of Insolvency
Proceedings, any distribution of assets of the Company or dividends to which
such Holders would be entitled on account of such Subordinated Payment except
for these subordination provisions shall be paid or delivered pro rata to the
holders of Senior Indebtedness until such holders have received from all sources
the equivalent to payment in full of such Senior Indebtedness or provision for
such payment has been made, and such Holders shall, to the extent of such
distributions or dividends so paid or delivered to the holders of Senior
Indebtedness, be subrogated to the rights of the holders of such Senior
Indebtedness to further distributions and dividends on account thereof. The term
"Insolvency of the Company" when used herein in relation to any Subordinated
Payment shall mean insolvency (within the meaning of Section 101(26) of the
Bankruptcy Act) of the Company.

       Upon any payment or distribution of assets of the Company referred to in
this Section 402, the Trustee and the Holders shall be entitled to rely upon a
certificate of the liquidating trustee or agent or other person making any such
payment or distribution, delivered to the Trustee or to the Holders, for the
purpose of ascertaining the persons entitled to participate in such payment or
distribution, the holders of the Senior Indebtedness and other indebtedness of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
Four.

       The consolidation or merger of the Company with or into another
corporation or any sale or transfer of its properties and assets as an entirety
or substantially as an entirety to another Person upon the terms and conditions
provided in Article Ten shall not be deemed to be Insolvency Proceedings for the
purposes of this Section 402 if such other corporation or Person shall, as a
part of such consolidation, merger, sale or transfer, comply with the conditions
respecting such event set forth in Article Ten.

Section 403. SUBROGATION OF HOLDERS TO RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.

       Subject to the payment or provision for payment in full of all Senior
Indebtedness as provided in Section 402, the Holders shall be subrogated to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of assets of the Company applicable to the Senior Indebtedness
until the Securities shall be so paid in full and no such payments or
distributions to the holders of Senior Indebtedness (or any trustee therefor)
shall, as among the Company, its creditors other than the holders of Senior
Indebtedness, and the Holders, be deemed to be a payment by the Company to or on
account of the Securities, it being understood that the provisions of this
Article Four are and are intended solely for the purpose of defining the
relative rights of the Holders, on the one hand, and the holders of the Senior
Indebtedness, on the other hand. Nothing contained in this Article Four or
elsewhere in this Indenture or in the Securities or any series is intended to or
shall impair, as among the Company, its creditors other than the holders of
Senior Indebtedness, and the Holders, the obligation of the Company, which is
unconditional and absolute, to pay to the Holders the principal of and premium,
if any, and interest, if any, on the Securities as and when the same shall
become due and payable in accordance with their terms, or to affect the relative
rights of the Holders and creditors of the Company other than the holders of the
Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or
any Holder from exercising all remedies otherwise permitted by applicable law
upon an Event of Default or Event of Acceleration under this Indenture, subject
to the rights, if any, under this Article Four, of the holders of


                                       22
<Page>

Senior Indebtedness in respect of cash, property or securities of the Company
received upon the exercise of any such remedy.

Section 404.  SECURITIES MAY BE PAID PRIOR TO DISSOLUTION, ETC.

       Nothing contained in this Article Four or elsewhere in this Indenture, or
in any of the Securities of any series, (a) shall prevent the Company, at any
time except under the conditions described in Article Seven or Section 402 or
1203, from making payments or principal of, premium, if any, or interest, if
any, on the Securities of any series or (b) shall prevent the application by the
Trustee (or any Paying Agent other than the Company) of any moneys deposited
with it hereunder to the payment of or on account of the principal of, premium,
if any, or interest, if any, on the Securities of any series if the Trustee or
such Paying Agent, as the case may be, did not (at the later of (i) the date of
such deposit or (ii) the day prior to the date of such payment) have written
notice of any event prohibiting the making of such payment, or (c) shall be
construed as preventing the occurrence of any Event of Default or Event of
Acceleration under Section 701.

Section 405.  NO WAIVER OF SUBORDINATION PROVISIONS.

       No right of any present or future holder of any Senior Indebtedness of
the Company to enforce subordination as herein provided shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of the
Company or by any act or failure to act, in good faith, by any such holder, or
by any non-compliance by the Company with the terms, provisions and covenants of
this Indenture, regardless of any knowledge thereof any such holder may have or
be otherwise charged with.

Section 406.  AUTHORIZATION TO TRUSTEE TO TAKE ACTION TO EFFECTUATE
              SUBORDINATION.

       Each Holder of Securities by his acceptance thereof authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate, as between the Holders and the holders of the Senior
Indebtedness, the subordination as provided in this Article Four and appoints
the Trustee his attorney-in-fact for any and all such purposes.

Section 407.  SENIOR INDEBTEDNESS MAY BE RENEWED OR EXTENDED, ETC.

       Any renewal or extension of the time of payment of any Senior
Indebtedness or the exercise by the holders of Senior Indebtedness of any of
their rights under the Senior Indebtedness, including without limitation the
waiver of default thereunder, or any amendments of Senior Indebtedness (or of
any agreement relating thereto), or any increases in the principal amount of
Senior Indebtedness outstanding (under existing agreements or otherwise), may be
made or done all without notice to or assent from the Holders or the Trustee.

       No compromise, alteration, amendment, modification, extension, renewal or
other change of, or waiver, consent or other action in respect of, any liability
or obligation under or in respect of, or any of the terms, covenants or
conditions of, any indenture or other instrument under which any senior
Indebtedness is outstanding or of such Senior Indebtedness, and no granting of
any security and no release of property securing any Senior Indebtedness,
whether or not such grant of security or release is in accordance with the
provisions of any applicable document, shall in any way alter or affect any of
the provisions or this Article Four or of the Securities of any series relating
to the subordination thereof.


                                       23
<Page>

Section 408.  TRUSTEE TO HAVE NO FIDUCIARY DUTY TO HOLDERS OF SENIOR
              INDEBTEDNESS.

       With respect to the holders of Senor Indebtedness, the Trustee undertakes
to perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article Four, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and the Trustee shall
not be liable to any holder of Senior Indebtedness if it shall pay over or
deliver to Holders, the Company or any other Person moneys or assets to which
any holder of Senior Indebtedness shall be entitled by virtue of this Article
Four or otherwise.

Section 409.  RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS.

       The Trustee shall be entitled to all rights set forth in this Article
Four in respect of any Senior Indebtedness at any time held by it, to the same
extent as any other holder of Senior Indebtedness and nothing in Section 813 or
elsewhere in this Indenture shall be construed to deprive the Trustee of any of
its rights as such holder. Nothing in this Article Four shall apply to claims of
or payments to the Trustee under or pursuant to Section 807.

Section 410.  NOTICE TO TRUSTEE.

       The Company shall give prompt written notice to the Trustee of any fact
known to the Company which would prohibit the making of any payment of moneys to
or by the Trustee in respect of Securities of any series pursuant to the
provisions or this Article Four or otherwise. Notwithstanding the provisions of
this Article Four (or any other provision of this Indenture, for all purposes of
this Indenture the Trustee shall not be charged with knowledge of the existence
of any Event of Acceleration or Event of Default or of any fact or condition
which would prohibit the making of any payment of money to or by the Trustee in
respect of Securities of any series pursuant to the provisions of this Article
Four or otherwise, unless and until the Trustee shall have received written
notice thereof from the Company, from the Holders of not less than 25% in
aggregate principal amount of Securities of such series at the time outstanding,
or from a holder or holders of Senior Indebtedness or from any indenture trustee
therefor, nor shall the Trustee be charged with knowledge of the elimination of
the fact or condition preventing any such payment unless and until the Trustee
shall have received an Officers' Certificate to such effect.

       The Trustee shall be entitled to rely on and shall be fully protected in
acting upon the delivery to it of a written notice by a Person representing
himself to be a holder of Senior Indebtedness (or an indenture trustee on behalf
of such holder) to establish that such notice has been given by a holder of
Senior Indebtedness or an indenture trustee on behalf of any such holder. In the
event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article Four, the Trustee may request such Person to furnish evidence the
reasonable satisfaction or the Trustee as to the amount of Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and any other facts pertinent to the rights of
such Person under this Article Four.

Section 411.  SECURITIES RANKING WITH CERTAIN INDEBTEDNESS.

       (a) The Securities shall be senior in right of payment and in liquidation
the following Indebtedness of the Company outstanding on September 30, 1984: (i)
the Company's obligations in respect of its 10 1/4% Subordinated Notes and 15
1/4% Subordinated Notes held by various subsidiaries of the Company; (ii) the
Company's obligations under any deferred compensation plan for its employees;


                                       24
<Page>

and (iii) the Company's obligations under the Boston Group Holdings. Inc.
(Shearson/American Express Inc. Guarantor) 10% Guaranteed (Junior Subordinated)
Convertible Notes outstanding on September 30, 1984 in the aggregate principal
amount of $466,000.

       (b) The Securities shall not be senior in right of payment to, the
Indebtedness represented by (i) the Company's 10 3/4% Senior Subordinated
Debentures due September 1, 2003 outstanding on September 30, 1984 in the
aggregate principal amount of $31,111,000; (ii) the Company's 15 1/4% Senior
Subordinated Notes due December 1, 1990 outstanding on September 30, 1984 in the
aggregate principal amount of $60,000,000; (iii) the Company's Senior
Subordinated Notes issued pursuant to the $150,000,000 Subordinated Credit
Agreement, dated as of September 23, 1982 and outstanding on September 30, 1984
in the aggregate principal amount of $150,000,000 and (iv) the Company's
obligations under the Shearson/American Express N.V. (Shearson/American Express
Inc. Guarantor) 12 1/8% Guaranteed (Senior Subordinated) Notes due March 15,
1994 outstanding on September 30, 1984 in the aggregate principal amount of
$100,000,000; all of which Indebtedness is intended to rank pari passu in right
of payment and in liquidation to the Securities.

                                  ARTICLE FIVE

                                    COVENANTS

Section 501.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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

Section 502.  MAINTENANCE OF OFFICE OR AGENCY.

       The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give 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 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 of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; PROVIDED, HOWEVER, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an office
or agency in each Place of Payment for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

Section 503.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

       If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any


                                       25
<Page>

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

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

              (1) hold all sums held by it for the payment of the principal of
       (and premium, if any) or interest on Securities of that series in trust
       for the benefit of the Persons entitled thereto until such sums shall be
       paid to such Persons or otherwise disposed of as herein provided;

              (2) give the Trustee notice of any default by the Company (or any
       other obligor upon the Securities of that series) in the making of any
       payment of principal (and premium, if any) or interest on the Securities
       of that series; and

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

       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 (and premium, if any)
or interest on any Security of any series and remaining unclaimed for three
years after such principal (and premium, if any) 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 the Borough of Manhattan, The City of New York, 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.


                                       26
<Page>

Section 504.  CORPORATE EXISTENCE.

       Subject to Article Ten, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; PROVIDED, HOWEVER,
that the Company shall not be required to preserve any such right or franchise
of the Board or Directors 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 505.  LIMITATION ON DIVIDENDS AND COMMON STOCK DISTRIBUTIONS.

       The Company will not, except as provided below in this Section, declare
or pay any dividend or make any distribution on or to the holders of its common
stock except dividends or distributions payable in shares of common stock of the
Company if, upon giving effect to such dividend or distribution, the aggregate
amount declared, paid or expended for all such purposes subsequent to June 30,
1978 shall exceed the sum of (i) $5,000,000, plus (ii) the aggregate
Consolidated Net Income earned subsequent to June 30, 1978, plus (iii) the net
proceeds of the sale after June 30, 1978 of common stock (or rights or warrants
to purchase or subscribe therefor) of the Company, plus (iv) the net proceeds of
the sale after June 30, 1978 of indebtedness of the Company which thereafter has
been converted into shares of common stock of the Company. Nothing contained in
the foregoing provisions of this Section 505 shall prevent the payment of any
dividend within 60 days after the date of declaration thereof, if at said date
said declaration complied with the provisions hereof. In the case of shares of
common stock issued for property other than cash, or any distribution made other
than in cash, the proceeds received by the Company or the distributed property,
as the cast may be, for the purpose hereof shall be deemed the fair value of
such property as determined by the Board of Directors.

Section 506.  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, 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 507.  WAIVER OF CERTAIN COVENANTS.

       The Company may omit in any particular instance to comply with any term,
provision or condition set forth in Sections 504 and 505, with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in aggregate principal amount of the Outstanding Securities
of such series 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.


                                       27
<Page>

                                  ARTICLE SIX

                           SATISFACTION AND DISCHARGE

Section 601.  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 provided for), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, which instruments shall be reasonably requested by
the Company, 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 503) 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 an amount sufficient to pay and
              discharge the entire indebtedness on such Securities not
              theretofore delivered to the Trustee for cancellation, for
              principal (and premium, if any) and interest to the date of such
              deposit (in the case of Securities which have become due and
              payable) or to the Stated Maturity or Redemption Date, as the case
              may be;

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

              (3) the Company has delivered to the Trustee an 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 compiled with.

       Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 807, 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 602 and the last
paragraph or Section 503 shall survive.


                                       28
<Page>

       Notwithstanding the foregoing provisions of this Section 601, all of the
provisions of this Indenture shall continue to remain in effect (and this
Indenture shall not be satisfied and discharged) for a period of two years from
the later of (i) the date upon which payment of all outstanding Securities
(other than any authenticated and delivered pursuant to Section 1203) shall have
been made in accordance with the terms hereof, and (ii) the date upon which
payment is made of all Securities issued or issuable pursuant to Section 1203.

Section 602.  APPLICATION OF TRUST MONEY.

       Subject to the provisions of the last paragraph of Section 503, all money
deposited with the Trustee pursuant to Section 601 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest, if any, for whose payment such money has been deposited with
the Trustee.

                                 ARTICLE SEVEN

                       REMEDIES OF THE TRUSTEE AND HOLDERS
                     UPON EVENTS OF ACCELERATION AND DEFAULT

Section 701.  EVENTS OF ACCELERATION AND DEFAULT DEFINED.

       The occurrence after the date hereof, with respect to Securities of any
series, or any or the events specified in clauses (a) through (d) below shall
constitute an "Event of Acceleration" with respect to Securities of such series,
and the occurrence after the date hereof of any of the events specified in
clauses (c) through (g) below shall constitute an "Event or Default" with
respect to Securities of such series, that is to say:

              (a) failure to make payment or any installment or interest, if
       any, upon any Securities of such series as and when the same shall become
       due and payable, and continuance of such failure for a period of 30 days
       (whether or not such failure shall be by reason of the operation of the
       provisions of Article Four); or

              (b) failure to make payment of the principal of (and premium, if
       any, on) any Securities of such series us and when the same shall become
       due and payable, or would have become due and payable but four the
       provisions of Section 702(b) or Section 1203, at a Stated Maturity or
       upon optional redemption (and whether or not such failure shall be by
       reason of the operation or the provisions or Article Four or Section
       1203); or

              (c) failure on the part of the Company to duly observe or perform
       the provisions of Section 505 for a period of 60 consecutive days after
       the date on which written notice of such failure, requiring the same to
       be remedied, shall have been given to the Company by the Trustee, or to
       the Company and the Trustee by the Holders of at least 25% in aggregate
       principal amount of Securities of such series at the time outstanding; or

              (d) any Indebtedness of the Company exceeding $5,000,000 in the
       aggregate and constituting part of the Company's net capital shall become
       due and payable prior to the date or dates on which the same would
       otherwise become due and payable solely by reason of the existence of an
       event of default or acceleration applicable to such Indebtedness (but not
       including


                                       29
<Page>

       the exercise any "put" or similar right accorded to any holder of such
       Indebtedness), and such acceleration shall not be rescinded or annulled
       or such accelerated Indebtedness shall not be refunded with Indebtedness
       constituting net capital having no earlier maturity than the accelerated
       Indebtedness, all within 15 days after written notice to the Company
       requiring such action from the Trustee or to the Company and to the
       Trustee From the Holders of not less than 25% in aggregate principal
       amount of Securities of such series then outstanding; or

              (e) if the Company is not operating pursuant to the alternative
       net capital requirements provided for in paragraph (f) or the Net Capital
       Rule, the ratio of aggregate indebtedness of the company to its net
       capital as determined pursuant to the Net Capital Rule shall exceed 15 to
       1 (or such greater ratio as may be established by the Exchange (or any
       other domestic exchange, board of trade, clearing association or similar
       organization of which the Company is a member) or a domestic governmental
       agency or other body having appropriate authority as the minimum ratio
       that a broker or dealer is required to maintain in order to conduct
       business) for a period of not less than 15 consecutive business days,
       commencing on the date the Company first determines and notifies the
       Exchange, or the Exchange or the Securities and Exchange Commission first
       determines and notifies the Company, that such ratio is in excess of 15
       to 1 or such greater ratio, as the case may be; or, if the Company is
       operating pursuant to the alternative not capital requirements provided
       for in paragraph (f) of the Net Capital Rule, its net capital shall be
       less than 2 per cent of aggregate debit items computed in accordance with
       the Net Capital Rule (or such lesser amount as may be established by the
       Exchange (or any other domestic exchange, board of trade, clearing
       association or similar organization of which the Company is a member) or
       a domestic governmental agency or body having appropriate jurisdiction as
       the minimum amount that a broker or dealer is required to maintain in
       order to conduct business) for a period of not less than 15 consecutive
       business days, commencing on the date the Company first determines and
       notifies the Exchange, or the Exchange or the Securities and Exchange
       Commission first determines and notifies the Company, that its net
       capital is less than such amount or such lesser amount, as the case may
       be; or

              (f) the making of an application by SIPC for a decree adjudicating
       that customers of the company are in need of protection under SIPA and
       seeking the appointment of a receiver or trustee or similar officer of
       the Company and the failure of the Company to obtain the dismissal of
       such application within 30 days; or

              (g) the dissolution or insolvency of the Company or the making of
       an assignment for the benefit of creditors by the Company or the
       commencement of any proceedings (by petition, application, answer,
       consent or otherwise) by the Company to be adjudicated a bankrupt or for
       the appointment of a receiver or trustee or similar officer for it or for
       a substantial part of its property or for reorganization, an arrangement,
       composition or other relief under the Bankruptcy Act or the taking of
       corporate action by the Company for any such purpose, or a liquidation
       pursuant to SIPA or otherwise, a liquidation deemed to have commenced
       under subsection (b) of Section 702, any other marshalling of the assets
       or liabilities of the Company or the commencement against the Company of
       any of the aforementioned proceedings and in such latter case the consent
       thereto by the Company or its admission of the material allegations
       thereof or the continuance of such proceedings undismissed for a period
       of 60 days.

Section 702.  ACTION IF EVENT OF ACCELERATION; SUSPENSION OF PAYMENT.

              (a) In case of the occurrence of any Event of Acceleration with
       respect to Securities of any series, the principal amount (or, if the
       Securities of that series are Original Issue Discount


                                       30
<Page>

       Securities, such portion of the principal amount as may be specified in
       the terms of that series) of all of the Securities of that series with
       accrued interest, if any (and premium, if any), shall, to the extent not
       already due and payable and if and only if such Event of Acceleration
       continues unremedied (or is not waived as provided in Section 715) on the
       last business day of the sixth full calendar month referred to below in
       this Section 702, become and be immediately due and payable (without
       presentment, demand, protest or further notice of any kind, all of which
       are expressly waived by the Company on the last business day of the sixth
       full calendar month after the date on which a declaration to such effect
       mailed or delivered by either the Trustee or the Holders of not less than
       25%, in aggregate principal amount of Securities of such series then
       outstanding is received by the Company and the Exchange (and by the
       Trustee if such notice is given by the Holders) the last business day of
       such sixth calendar month after such declaration is received being herein
       referred to as the "Accelerated Maturity Date"); PROVIDED, HOWEVER, that
       if such last business day of such sixth calendar month shall occur prior
       to the first anniversary date of the original issuance of Securities of
       such series, the Accelerated Maturity Date of such Securities shall be
       postponed to that date; PROVIDED further, that if on the Accelerated
       Maturity Date the obligation of the Company to pay the entire unpaid
       principal amount of such Securities is suspended by the provisions of the
       next succeeding subsection (b) then such Securities shall not be due and
       payable and shall not mature until the day after the Accelerated Maturity
       Date: and PROVIDED, FURTHER , that payment of principal of (and premium,
       if any) and interest, if any, on the Securities shall remain subordinated
       to the extent provided in Article Four.

              (b) The obligation of the Company to pay the entire unpaid
       principal amount of Securities of any series or any portion thereof or to
       make any optional or mandatory sinking find or redemption payment which
       would otherwise have been then due shall, whether or not a declaration
       sent pursuant to subsection (a) of this Section 702 shall have been
       received and notwithstanding the occurrence of any Event of Acceleration,
       be suspended for any period of time (but in no case beyond the day after
       the Accelerated Maturity Date if a declaration sent as provided in
       subsection (a) of this Section 702 has been received) during which after
       giving effect to payment of such principal, or optional or mandatory
       sinking fund or redemption payment (together with (1) the payment of any
       other obligation under subordination agreements of the Company payable at
       or prior to the payment of such principal, or optional or mandatory
       sinking fund or redemption payment, and (2) the return of any secured
       demand note, and the collateral therefor held by the Company and
       returnable at or prior to the payment thereof):

                     (i) if the Company is not operating pursuant to the
              alternative net capital requirements provided for in paragraph (f)
              or Rule 15c3-1 (herein as from time to time in effect and
              including any successor rule the "Net Capital Rule") under the
              Securities Exchange Act of 1934, as amended (the "Act"), the
              aggregate indebtedness of the Company would exceed 1200 per centum
              of its net capital (or its "adjusted net capital" as defined in
              the regulations under the Commodity Exchange Act) as those terms
              are defined in the Net Capital Rule as in effect at the time
              payment is to be made or such lesser per centum as may be made
              applicable to the Company from time to time by the Exchange (or
              any other domestic exchange, board of trade, clearing association
              or similar organization of which the Company is a member) or a
              domestic governmental agency or body having appropriate authority,
              or

                     (ii) if the Company is operating pursuant to the
              alternative net capital requirements provided for in paragraph (f)
              of the Net Capital Rule, the net capital of the Company (or its
              "adjusted net capital" as defined in the regulations under the
              Commodity Exchange Act)


                                       31
<Page>

              would be less than the greater of (A) 5 per centum of aggregate
              debit items computed in accordance with Exhibit A to Rule 15c3-3
              under the Act or any successor rule as in effect at the time
              payment is to be made, or (B) 6 per centum of the funds required
              to be segregated by the Company pursuant to the Commodity Exchange
              Act and the regulations thereunder, less the market value of
              commodity options purchased by option customers on or subject to
              the rules of a contract market, PROVIDED, HOWEVER, the deduction
              for each option customer shall be limited to the amount of
              customer funds in such option customer's account (if greater), or
              any successor regulations as in effect at the time such payment is
              to be made, or in either case such greater per centum as may be
              made applicable to the Company from time to time by the Exchange
              (or any other domestic exchange, board of trade, clearing
              association or similar organization of which the Company is a
              member) or a domestic governmental agency or body having
              appropriate authority, or

                     (iii) its net capital (or its "adjusted net capital" as
              defined in the regulations under the Commodities Exchange Act), as
              defined in the Net Capital Rule as in effect at the time payment
              is to be made, would be less than 120 per centum of any minimum
              dollar amount required by the Net Capital Rule (or the regulations
              under the Commodity Exchange Act) as in effect at such time or
              such greater dollar amount as may be made applicable to the
              Company by the Exchange (or any other domestic exchange, board of
              trade, clearing association or similar organization of which the
              Company is a member) or a domestic governmental agency or body
              having appropriate authority, or

                     (iv) if the Company guarantees, endorses, carries or clears
              specialist or market maker transactions in options listed on a
              national securities exchange or facility of a national securities
              association, the amounts required to be deducted and maintained as
              required by the provisions of paragraphs (a)(6)(v), (a)(7)(iv) or
              (c)(2)(x)(b)(1) of the Net Capital Rule would exceed 1000 per
              centum of its net capital (or its "adjusted net capital" as
              defined in the regulations under the Commodity Exchange Act) as
              defined in the Net Capital Rule as in effect at the time such
              payment is made or such lesser per centum as may be made
              applicable to the Company by the Exchange (or any other domestic
              exchange, board of trade, clearing association or similar
              organization of which the Company is a member) or a domestic
              governmental agency or body having appropriate authority, or

                     (v) the Company's net capital (or its "adjusted net
              capital" as defined in the regulations under the Commodity
              Exchange Act) would be less than the "minimum capital
              requirements" of the Chicago Board of Trade (or any other domestic
              exchange, board of trade, clearing association or similar
              organization of which the Company is a member) or a domestic
              governmental agency or body having appropriate authority (the net
              capital necessary to enable the Company to comply with such
              minimum amounts as specified in this clause (v) and in clauses(i)
              through (iv) above is herein referred to as the "Applicable
              Minimum Capital"), or

                     (vi) the Company's "adjusted net capital" would be reduced
              below the amount required by the Chicago Mercantile Exchange (or
              any other domestic exchange. board of trade, clearing association
              or similar organization of which the Company is a member) or a
              domestic governmental agency or body having appropriate authority.

       To the extent required under the Capital Requirements (of the Chicago
Board of Trade, for purposes of this Section 702, the computation of the
Company's net capital as provided for in subsections (b)(i), (b)(ii), (b)(iii)
and (b)(iv) hereof shall be deemed to exclude from current assets (A) an amount


                                       32
<Page>

equal to guarantee deposits with clearing organizations, other than the Chicago
Board of Trade, which are required to be excluded from the computation of
current assets pursuant to Section 211 of the Capital Requirements of the
Chicago Board of Trade to the extent such deposits cannot be used for margin
purposes, and (B) the amount computed in accordance with Chicago Board of Trade
Regulation 221.05.

Neither the entire unpaid principal amount of Securities of any series nor any
portion thereof (pursuant to a notice of redemption or otherwise) shall be
deemed to have matured and become due and payable during any period of time
during which the Company's obligation to pay such principal amount or portion is
suspended under this Section 702(b), PROVIDED, HOWEVER, that no such suspension
shall extend beyond the day after the Accelerated Maturity Date if a declaration
has been mailed or delivered pursuant to subsection (a) of this Section 702 and
has been received. If the obligation of the Company to pay the entire unpaid
principal amount of the Securities of any series or any portion thereof is ever
suspended under this Section 702(b) for a period of six consecutive months or
such longer period as may be granted by the Holders of not less than a majority
in principal amount of the Securities of that series then outstanding hereunder,
the Company shall take whatever steps are necessary to effect the rapid and
orderly liquidation of its business and the Company also agrees to take such
steps, if not theretofore taken, on the day after the Accelerated Maturity Date.
For the purposes of this Article Seven a liquidation as described in subsection
(g) of Section 701 shall be deemed to have commenced on the day after the
earlier of (i) the Accelerated Maturity Date and (ii) the last day of the
six-month period (or longer period, if any, granted by the Holders of not less
than a majority in aggregate principal amount of the Securities of that series
then outstanding hereunder) of suspension under this Section 702(b) of the
obligation of the Company to pay the principal of the Securities of that series
or any portion thereof:

       (c) If pursuant to the terms of the immediately preceding subsection (b)
the Company's obligation to pay the unpaid principal amount of the Securities of
any series is suspended, the Company and the Holders of the Securities of that
series then outstanding hereunder and agree that the Company may be summarily
suspended by the Exchange.

       (d) If pursuant to Section 702(b) there is a suspension or the obligation
of the Company to pay all or any portion of the principal amount of Securities
of any series as to which the giving of notice of redemption shall have been
completed as provided in Section 1205, there shall be a suspension of like
duration of the obligation of the Company which would otherwise have matured on
the date fixed for redemption to pay premium, if any, and to pay accrued
interest, if any, on Securities of that series or portions thereof, but such
suspension shall not affect the Company's obligation to pay any semi-annual
installment or interest on Securities of that series or portions thereof which
installment becomes payable on or prior to the date such suspension terminates.

       (e) The Company shall furnish to the Trustee, as promptly as practicable
after the termination of each suspension of any obligation of the Company
pursuant to Section 702(b) (other than a termination occurring on the day after
the Accelerated Maturity Date), an Officers' Certificate certifying as to such
termination. Upon any such termination referred to in the preceding sentence,
the Company's obligation which had theretofore been suspended shall be
reinstated and, subject to the provisions of this Article Seven and Articles
Four and Twelve, the Company shall make such payments as promptly as
practicable.

Section 703.  ACTION IF EVENT OF DEFAULT.

       In case an Event of Default with respect to Securities of any series
shall occur, then, notwithstanding the provisions of subsection (b) of Section
702, the entire unpaid principal amount (or, if the Securities of that series
are Original Issue Discount Securities, such portion of the principal amount as


                                       33
<Page>

may be specified in the terms of that series) of the Securities of such series
and accrued interest, if any, thereon shall forthwith mature and become due and
payable without presentment, demand, protest or notice of any kind, all of which
are hereby waived by the Company; PROVIDED, HOWEVER, that payment of principal
or (and premium, if any) and interest, if any, on the Securities of such series
shall remain subordinated to the extent provided in Article Four. For the
purposes of the Company's secured demand notes and other subordination
agreements, a liquidation shall be deemed to have commenced on the date an Event
of Default shall occur.

Section 704.  RESCISSION OF ACCELERATION.

       At any time after a declaration of acceleration of maturity with respect
to Securities of any series has been made as provided in Section 702, or after
the maturity of Securities of any series shall have been accelerated and the
same shall have become due and payable as provided in Section 703, 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 aggregate
principal amount of the Outstanding Securities of that series, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences, and may rescind and annul the acceleration of the maturity of
Securities of any series which have become due and payable as provided in
Section 703 and its consequences; if

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

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

                     (B) the principal of (and premium, if any, on) any
              Securities of that series which have become due otherwise than by
              such acceleration of maturity and 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

                     (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;

              (2) all Events of Acceleration and Events of Default with respect
       to Securities of that series, other than the nonpayment of the principal
       of Securities of that series which have become due solely by such
       declaration or acceleration or as provided in Section 703, have been
       cured or waived as provided in Section 715.

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

Section 705.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

       Subject to the provisions of Article Four and Sections 702(b) and 1203,
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,


                                       34
<Page>

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

              (3) default is made in the making or satisfaction of any sinking
       fund payment or analogous obligation when the same becomes due pursuant
       be the terms of any Security,

the Company will, upon demand or 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, including any sinking fund payment or analogous
obligations (and premium, if any), and interest, if any, and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal (and premium, if any) 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 the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

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

Section 706.  TRUSTEE MAY FILE PROOFS OF CLAIM.

       In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise:

              (i) to file and prove a claim for the whole amount of principal
       (and premium, if any) and interest, if any, owing and unpaid in respect
       of the Securities and to file such other papers or documents as may be
       necessary or advisable in order to have the claims of the Trustee
       (including any claim for the reasonable compensation, expenses,
       disbursements and advances of the Trustee, its agents and counsel) and of
       the Holders allowed in such judicial proceeding, and

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


                                       35
<Page>

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 807.

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

Section 707.  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 708.  APPLICATION OF MONEY COLLECTED.

       Any money collected by the Trustee pursuant for this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case or the distribution of such money on account of principal (or premium,
if any) or interest, if any, 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
       807; and

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

Section 709.  LIMITATION ON SUITS.

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

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

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


                                       36
<Page>

              (3) such Holder or Holders have offered to the Trustee reasonable
       indemnity 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 aggregate principal amount of the Outstanding Securities of
       that series;

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

Section 710.  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 (subject to the provisions of Article Four and Sections 702(b) and 1203)
of the principal of (and premium, if any) and (subject to Section 307) interest
on such Security on the Stated Maturity or 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 711.  RESTORATION OF RIGHTS AND REMEDIES.

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

Section 712.  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 713.  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 Acceleration or Event of
Default shall impair any such right or remedy or constitute a waiver of any such
Event of Acceleration or 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


                                       37
<Page>

exercised from time to time, and as often as may be deemed expedient, by the
Trustee or by the Holders, as the case may be.

Section 714.  CONTROL BY HOLDERS.

       The Holders of a majority in aggregate principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred an the Trustee, with respect
to the Securities of such series, 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.

Section 715.  WAIVER OF PAST DEFAULTS.

       The Holders of not less than a majority in aggregate principal amount of
the Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past Event of Acceleration or Event of
Default hereunder with respect to such series and its consequences, except a
default

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

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

       Upon any such waiver, such Event of Acceleration or Event of Default
shall cease to exist, and any Event of Acceleration or 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 716.  UNDERTAKING FOR COSTS.

       All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Holder for the enforcement of the payment or the principal of
(or premium, if any) or interest, if any, on any Security on or after the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).


                                       38
<Page>

Section 717.  WAIVER OF STAY OR EXTENSION LAWS.

       The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance or 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 not such law had been enacted.

                                 ARTICLE EIGHT

                                  THE TRUSTEE

Section 801.  CERTAIN DUTIES AND RESPONSIBILITIES.

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

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

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

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

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

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

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

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


                                       39
<Page>

              (4) 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, if it shall have reasonable grounds for
       believing that repayment of such funds or adequate indemnity against such
       risk or liability is not reasonably assured to it.

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

Section 802.  NOTICE OF DEFAULTS.

       Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder known to the Trustee, unless
such default shall have been or waived (the term "defaults" for the purposes of
this Section 802 being hereby defined to be (x) the events specified in clauses
(a), (b), (c), (d), (e), (f) and (g) of Section 701, not including any periods
of grace provided for therein and Irrespective or any giving of written notice
as specified in clause (c) or (d) of Section 701, and (y) the failure by the
Company to duly observe or perform any provision of this Indenture exclusive of
any such failure included in clauses ( a), (b) and (c) of Section 701);
PROVIDED, HOWEVER, that, except in the case of a default in the payment of the
principal of (or premium, if any) or interest, if any, on any Security of such
series or in the payment of any sinking fund installment with respect to
Securities of such series, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors of Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interest of the
Holders of Securities of such series; and PROVIDED, FURTHER, that in the case of
any default of the character specified in Section 701(c) with respect to
Securities of such series, no such notice to Holders shall be given until at
least 30 days after the occurrence thereof.

Section 803. CERTAIN RIGHTS OF TRUSTEE.

       Subject to the provisions of Section 801:

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

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

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


                                       40
<Page>

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

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

              (f) 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 of
       investigation, it shall be entitled to examine the books, records and
       premises of the Company, personally or by agent or attorney; and

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

Section 804. 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 the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of this Indenture or
of the Securities. The Trustee shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof.

Section 805. MAY HOLD SECURITIES.

       The Trustee, any Paying Agent, any Security Registrar or any other agent
of the Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 808 and 813, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Security Registrar or such other agent.

Section 806. 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.


                                       41
<Page>

Section 807. COMPENSATION AND REIMBURSEMENT.

       The Company agrees

              (1) to pay to the Trustee 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 reasonable 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 may be attributable to its
       negligence or bad faith; and

              (3) to indemnify the Trustee for, and to hold it harmless against,
       any loss, liability or expense incurred without negligence or bad faith
       on its part, arising out of or in connection with the acceptance or
       administration of 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.

Section 808. DISQUALIFICATION; CONFLICTING INTERESTS.

       (a) If the Trustee has or shall acquire any conflicting interest, as
defined in this Section, with respect to the Securities of any series, it shall,
within 90 days after ascertaining that it has such conflicting interest, either
eliminate such conflicting interest or resign with respect to the Securities or
that series in the manner and with the effect hereinafter specified in this
Article.

       (b) In the event that the Trustee shall fail to comply with the
provisions of Subsection (a) of this Section with respect to the Securities of
any series, the Trustee shall, within 10 days after the expiration of such
90-day period, transmit by mail to all Holders of Securities of that series, as
their names and addresses appear in the Security Register, notice of such
failure.

       (c) For the purposes of this Section, the Trustee shall be deemed to have
a conflicting interest with respect to the Securities of any series if

              (1) the Trustee is trustee under this Indenture with respect to
       the Outstanding Securities of any series other than that series or is
       trustee under another indenture under which any other securities, or
       certificates of interest or participation in any other securities, of the
       Company are outstanding, unless such other indenture is a collateral
       trust Indenture under which the only collateral consists of Securities
       issued under this Indenture, PROVIDED that there shall be excluded from
       the operation of this paragraph the Indenture dated as of September 1,
       1978 from the Company to Marine Midland Bank (now Marine Midland Bank,
       N.A.) relating to the issuance of the Company's 10% Senior Subordinated
       Debentures, due September 1, 2003, in the aggregate principal amount of
       $35,000,000, the Indenture dated as of December 1, 1980 from the Company
       to Marine Midland Bank, N.A. relating to the issuance of the Company's 15
       1/4% Senior Subordinated Notes, due December 1, 1990, in the aggregate
       principal amount of $60,000,000, and this Indenture with respect to the
       Securities of any series other than that series or any indenture or
       indentures under which other securities, or certificates of interest or
       participation in other securities, of the Company are outstanding, if


                                       42
<Page>

                     (i) this Indenture and such other indenture or indentures
              are wholly unsecured and such other Indenture or indentures are
              hereafter qualified under the Trust Indenture Act, unless the
              Commission shall have found and declared by order pursuant to
              Section 305(b) of Section 307(c) of the Trust Indenture Act that
              differences exist between the provisions of thus Indenture with
              respect to Securities of that series and one or more other series
              or the provisions of such other indenture or indentures which are
              so likely to involve a material conflict of interest as to make it
              necessary in the public Interest or for the protection of
              investors to disqualify the Trustee from acting as such under this
              Indenture with respect to the Securities of that series and such
              other series or under such other indenture or indentures, or

                     (ii) the Company shall have sustained the burden of
              proving, on application to the Commission and after opportunity
              for hearing thereon, that trusteeship under this Indenture with
              respect to the Securities of that series and such other series or
              such other Indenture or indentures is not so likely to involve a
              material conflict of interest as to make it necessary in the
              public interest or for the protection of investors to disqualify
              the Trustee from acting as such under this Indenture with respect
              to the Securities of that series and such other series or under
              such other indenture or indentures;

              (2) the Trustee or any of its directors or executive officers is
       an obligor upon the Securities or an underwriter far the Company;

              (3) the Trustee directly or indirectly controls or is directly or
       indirectly controlled by or is under direct or indirect common control
       with the Company or an underwriter for the Company;

              (4) the Trustee or any of its directors or executive officers is a
       director, officer, partner, employee, appointee or representative of the
       Company, or of an underwriter (other than the Trustee itself) for the
       Company who is currently engaged in the business of underwriting, except
       that (i) one individual may be a director or an executive officer, or
       both, of the Trustee and a director or an executive officer, or both, of
       the Company but may not be at the same time an executive officer of both
       the Trustee and the Company, (ii) if and so long as the number of
       directors of the Trustee in office is more than nine, one additional
       individual may be a director or an executive officer, or both, of the
       Trustee and a director of the Company; and (iii) the Trustee may be
       designated by the Company or by any underwriter for the Company to act in
       the capacity of transfer agent, registrar, custodian, paying agent,
       fiscal agent, escrow agent or depository, or in any other similar
       capacity, or, subject to the provisions of paragraph (1) of this
       Subsection, to act as trustee, whether under an indenture or otherwise;

              (5) 10% or more or the voting securities of the Trustee is
       beneficially owned either by the Company or by any director, partner or
       executive officer thereof, or 20% or more of such voting securities is
       beneficially owned, collectively, by any two or more of such persons; or
       10% or more of the voting securities of the Trustee is beneficially owned
       either by an underwriter for the Company or by any director, partner or
       executive officer thereof, or is beneficially owned, collectively, by any
       two or more such persons;

              (6) the Trustee is the beneficial owner of, or holds as collateral
       security for an obligation which is in default (as hereinafter in this
       Subsection defined), (1) 5% or more of the voting securities, or 10% or
       more of any other class or security, of the Company not including the
       Securities issued under this Indenture and securities issued under any
       other indenture under which


                                       43
<Page>

       the Trustee is also trustee, or (ii) 10% or more of any class of security
       of an underwriter for the Company;

              (7) the Trustee is the beneficial owner of, or holds as collateral
       security for an obligation which is in default (as hereinafter in this
       Subsection defined), 5% or more or the voting securities of any person
       who, to the knowledge of the Trustee, owns 10% or more of the voting
       securities of, or controls directly or indirectly or is under direct or
       indirect common control with, the Company;

              (8) the Trustee is the beneficial owner of, or holds as collateral
       security for an obligation which is in default (as hereinafter in this
       Subsection defined), 10% or more of any class of security of any person
       who, to the knowledge of the Trustee, owns 50% or more of the voting
       securities of the Company; or

              (9) the Trustee owns, on May 15 in any calendar year, in the
       capacity of executor, administrator, testamentary or inter vivos trustee,
       guardian, committee or conservator, or in any other similar capacity, an
       aggregate of 25% or more of the voting securities, or of any class of
       security, of any person, the beneficial ownership of a specified
       percentage of which would have constituted a conflicting interest under
       paragraph (6), (7) or (8) of this Subsection. As to any such securities
       of which the Trustee acquired ownership through becoming executor,
       administrator or testamentary trustee of an estate which included them,
       the provisions of the preceding sentence shall not apply, for a period of
       two years from the date of such acquisition, to the extent that such
       securities included in such estate do not exceed 25% of such voting
       securities or 25% of any such class of security. Promptly after May 15 in
       each calendar year, the Trustee shall make a check of its holdings of
       such securities in any or the above-mentioned capacities as of such May
       15. If the Company fails to make payment in full of the principal or (or
       premium, if any) or interest, if any, on any of the Securities when and
       as the same becomes due and payable, and such failure continues for 30
       days thereafter, the Trustee shall make a prompt check of its holdings of
       such securities in any of the above-mentioned capacities as of the date
       of the expiration of such 30-day period, and after such date,
       notwithstanding the foregoing provisions of this paragraph, all such
       securities is held by the Trustee, with sole or joint control over such
       securities vested in it, shall, but only so long as such failure shall
       continue, be considered as though beneficially owned by the Trustee for
       the purposes of paragraphs (6), (7) and (8) of this Subsection.

       The specification of percentages in paragraphs (5) to (9), inclusive, of
this Subsection shall not be construed as indicating that the ownership of such
percentages of the securities of a person is or is not necessary or sufficient
to constitute direct or indirect control for the purposes or paragraph (3) or
(7) of this Subsection.

       For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection
only, (1) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an obligation to
repay moneys lent to a person by one or more banks, trust companies or banking
firms, or any certificate of interest or participation in any such note or
evidence of indebtedness (ii) an obligation shall be deemed so be "in default"
when a default in payment of principal shall have continued for 30 days or more
and shall not have been cured; and (iii) the Trustee shall not be deemed to be
the owner or holder of (A) any security which it holds as collateral security,
as trustee or otherwise, for an obligation which is not in default as defined in
clause (ii) above, or (B) any security which it holds as collateral


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security under this Indenture, irrespective of any default hereunder, or (C) any
security which it holds as agent for collection, or as custodian, escrow agent
or depositary, or in any similar representative capacity.

       (d) For the purposes of this Section:

              (1) The term "underwriter," when used with reference to the
       Company, means every person who, within three years prior to the time as
       of which the determination is made, has purchased from the Company with a
       view to, or has offered or sold for the Company in connection with, the
       distribution of any security of the Company outstanding at such time, or
       has participated or has had a direct or indirect participation in any
       such undertaking, or has participated or has had a participation in the
       direct or indirect underwriting of any such undertaking, but such term
       shall not include a person whose interest was limited to a commission
       from an underwriter or dealer not in excess of the usual and customary
       distributors' or sellers' commission.

              (2) The term "director" means any director of a corporation or any
       individual performing similar functions with respect to any organization,
       whether incorporated or unincorporated.

              (3) The term "person" means an individual, a corporation, a
       partnership, an association, a joint-stock company, a trust, an
       unincorporated organization or a government or political subdivision
       thereof. As used in this paragraph, the term "trust" shall include only a
       trust where the interest or interests of the beneficiary or beneficiaries
       are evidenced by a security.

              (4) The term "voting security" means any security presently
       entitling the owner or holder thereof to vote in the direction or
       management of the affairs of a person, or any security issued under or
       pursuant to any trust, agreement or arrangement whereby a trustee or
       trustees or agent or agents for the owner or holder of such security are
       presently entitled to vote in the direction or management of the affairs
       of a person.

              (5) The term "Company" means any obligor upon the Securities.

              (6) The term "executive officer" means the president, every vice
       president, every trust officer, the cashier, the secretary and the
       treasurer of a corporation, and any individual customarily performing
       similar functions with respect to any organization whether incorporated
       or unincorporated, but shall not include the chairman of the board of
       directors.

       (e) The percentages of voting securities and other securities specified
in this Section shall be calculated in accordance with the following provisions;

              (1) A specified percentage of the voting securities of the
       Trustee, the Company or any other person referred to in this Section
       (each of whom is referred to as a "person" in this paragraph) means such
       amount or the outstanding voting securities of such person as entitles
       the holder or holders thereof to cast such specified percentage of the
       aggregate votes which the holders of all the outstanding voting
       securities of such person are entitled to cast in the direction of
       management of the affairs of such person.

              (2) A specified percentage of a class of securities of a person
       means such percentage of the aggregate amount of securities of the class
       outstanding.


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              (3) The term "amount", when used in regard to securities, means
       the principal amount if relating to evidences of indebtedness, the number
       of shares if relating to capital shares and the number of units if
       relating to any other kind of security.

              (4) The term "outstanding" means issued and not held by or for the
       account of the issuer. The following securities shall not be deemed
       outstanding within the meaning of this definition:

                     (i) securities of an issuer held in a sinking fund relating
              to securities of the issuer of the same class;

                     (ii) securities of an issuer held in a sinking fund
              relating to another class of securities of the issuer, if the
              obligation evidenced by such other class of securities is not in
              default as to principal or interest or otherwise;

                     (iii) securities pledged by the issuer thereof as security
              for an obligation of the issuer not in default as to principal or
              interest or otherwise; and

                     (iv) securities held in escrow if placed in escrow by the
              issuer thereof;

PROVIDED, HOWEVER, that any voting securities of an issuer shall be deemed
outstanding if any person other than the issuer is entitled to exercise the
voting rights thereof.

              (5) A security shall be deemed to be in the same class as another
       security if both securities confer upon the holder or holders thereon
       substantially the same rights and privileges; PROVIDED, HOWEVER, that, in
       the case of secured evidences of indebtedness, all of which are issued
       under a single indenture, differences in the interest rates or maturity
       dates of various series thereof shall not be deemed sufficient to
       constitute such series different classes; and PROVIDED FURTHER, that, in
       the case of unsecured evidences of indebtedness, differences in the
       interest rates or maturity dates thereof shall not be deemed sufficient
       to constitute them securities of different classes, whether or not they
       are issued under a single indenture.

Section 809. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

       There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 subject to supervision or examination by Federal or
State authority and having its Corporate Trust Office in the Borough of
Manhattan, the City of New York. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. 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 Eight.


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Section 810. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

       (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 811.

       (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 811 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

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

       (d) If at any time:

              (1) the Trustee shall fail to comply with Section 808(a) 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 809 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 its property or affairs for the purpose of
       rehabilitation, conservation or liquidation.

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 716, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

       (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 811. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
811, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 811, any Holder who has been a


                                       47
<Page>

bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

       (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. Each notice shall include the name of the successor Trustee
with respect to the Securities of such series and the address of its Corporate
Trust Office.

Section 811. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

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


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<Page>

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

Section 812. 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 Eight,
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 813. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

       (a) Subject to Subsection (b) of this Section, if the Trustee shall be or
shall become a creditor, directly or indirectly, secured or unsecured, of the
Company within four months prior to a default, as defined in Subsection (c) of
this Section, or subsequent to such a default, then, unless and until such
default shall be cured, the Trustee shall set apart and hold in a special
account for the benefit of the Trustee individually, the Holders of the
Securities and the holder of other indenture securities, as defined in
Subsection (c) of this Section:

              (1) an amount equal to any and all reductions in the amount due
       and owing upon any claim as such creditor in respect of principal or
       interest, effected after the beginning of such four months' period and
       valid as against the Company and its other creditors, except any such
       reduction resulting from the receipt or disposition of any property
       described in paragraph (2) of this Subsection, or from the exercise of
       any right of setoff which the Trustee could have exercised if a petition
       in bankruptcy had been filed by or against the Company upon the date of
       such default; any

              (2) all property received by the Trustee in respect of any claims
       as such creditor, either as security therefor, or in satisfaction or
       composition thereof, or otherwise, after the beginning of such four
       months' period, or an amount equal to the proceeds of any such property,
       if disposed of SUBJECT, HOWEVER, to the rights, if any, of the Company
       and its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

              (A) to retain for its own account (i) payments made on account of
       any such claim by any Person (other than the Company) who is liable
       thereon, and (ii) the proceeds of the bona fide sale of any such claim by
       the Trustee to a third Person, and (iii) distributions made in cash,
       securities or other property in respect of claims filed against the
       Company in bankruptcy or receivership or in proceedings for
       reorganization pursuant to the Federal Bankruptcy Act or applicable State
       Law;


                                       49
<Page>

              (B) to realize, for its own account upon any property held by it
       as security for any such claim, if such property was so held prior to the
       beginning of such four months' period;

              (C) to realize, for in own account, but only to the extent of the
       claim hereinafter mentioned, upon any property held by it as security for
       any such claim, if such claim was created after the beginning of such
       four months' period and such property was received as security therefor
       simultaneously with the creation thereof, and if the Trustee shall
       sustain the burden of proving that at the time such property was so
       received the Trustee had no reasonable cause to believe that a default,
       as defined in Subsection (c) of this Section, would occur within four
       months; or

              (D) to receive payment on any claim referred to in paragraph (B)
       or (C), against the release of any property held as security for such
       claim as provided in paragraph (B) or (C), as the case may be, to the
       extent of the fair value of such property.

       For the purposes of paragraphs (B), (C) and (D), property substituted
after the beginning of such four months' period for property held as security at
the time of such substitution shall, to the extent of the fair value of the
property released, have the same status as the property released, and, to the
extent that any claim referred to in any of such paragraphs is created in
renewal of or in substitution for or for the purpose of repaying or refunding
any pre-existing claim of the Trustee as such creditor, such claim shall have
the same status as such pre-existing claim.

       If the Trustee shall be required to account, the funds and property held
in such special account and the proceeds hereof shall be apportioned among the
Trustee, the Holders of other indenture securities in such manner that the
Trustee, the Holders and the holders of other indenture securities realize, as a
result of payments from such special account and payments of dividends on claims
filed against the Company in bankruptcy or receivership or in proceedings for
reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
the same percentage of their respective claims, figured before crediting to the
claim of the Trustee anything on account of the receipt by it from the Company
of the funds and property in such special account and before crediting to the
respective claims of the Trustee and the Holders and the holders of other
indenture securities of the Trustee and the Holders and the holders of other
indenture securities dividends on claims filed against the Company in bankruptcy
or receivership or in proceedings for reorganization pursuant to the Federal
Bankruptcy Act or applicable State law, but after crediting thereon receipts on
account of the indebtedness represented by their respective claims from all
sources other than from such dividends and from the funds and property so held
in such special account. As used in this paragraph, with respect to any claim,
the term "dividends" shall include any distribution with respect to such claim,
in bankruptcy or receivership or proceedings for reorganization pursuant to the
Federal Bankruptcy Act or applicable State law, whether such distribution is
made in cash, securities or other property, but shall not include any such
distribution with respect to the secured portion, if any, of such claim. The
court in which such bankruptcy, receivership or proceedings for reorganization
is pending shall have jurisdiction (i) to apportion among the Trustee, the
Holders and the holders of other indenture securities, in accordance with the
provisions of this paragraph, the funds and property held in such special
account and proceeds thereof, or (ii) in lieu of such apportionment, in whole or
in part, to give to the provisions of this paragraph due consideration in
determining the fairness of the distributions to be made to the Trustee and the
Holders and the holders of other indenture securities with respect to their
respective claims, in which event it shall not be necessary to liquidate or to
appraise the value of any securities or other property held in such special
account or as security for any such claim, or to make a


                                       50
<Page>

specific allocation of such distributions as between the secured and unsecured
portions of such claims, or otherwise to apply the provisions of this paragraph
as a mathematical formula.

       Any Trustee which has resigned or been removed after the beginning of
such four months' period shall be subject to the provisions of this Subsection
as though such resignation or removal had not occurred. If any Trustee has
resigned or been removed prior to the beginning of such four months' period, it
shall be subject to the provisions of this Subsection if and only if the
following conditions exist:

              (i)    the receipt of property or reduction of claim, which would
                     have given rise to the obligation to account, if such
                     Trustee had continued as Trustee, occurred after the
                     beginning of such four months' period; and

              (ii)   such receipt of property or reduction of claim occurred
                     within four months after such resignation or removal.

       (b) There shall be excluded from the operation of Subsection (a) of this
Section a creditor relationship arising from:

              (1) the ownership or acquisition of securities issued under any
       indenture, or any security or securities having a maturity of one year or
       more at the time of acquisition by the Trustee;

              (2) advances authorized by a receivership or bankruptcy court of
       competent jurisdiction or by this Indenture, for the purpose of
       preserving any property which shall at any time be subject to the lien of
       this Indenture or of discharging tax liens or other prior liens or
       encumbrances thereon, if notice of such advances and of the circumstances
       surrounding the making thereof is given to the Holders at the time and in
       the meaner provided in this Indenture;

              (3) disbursements made in the ordinary course of business in the
       capacity of trustee under an indenture, transfer agent, registrar,
       custodian, paying agent, fiscal agent or depositary, or other similar
       capacity;

              (4) an indebtedness as created as a result of services rendered or
       premises rented: or an indebtedness created as a result of goods or
       securities sold in a cash transaction, as defined in Subsection (c) of
       this Section;

              (5) the ownership of stock or of other securities of a corporation
       organized under the provisions of Section 25(a) of the Federal Reserve
       Act, as amended, which is directly or indirectly a creditor of the
       Company; and

              (6) the acquisition, ownership, acceptance or negotiation of any
       drafts, bills of exchange, acceptances or obligations which fall within
       the classification of self-liquidating paper, as defined in Subsection
       (c) of this Section.

       (c) For the purposes of this Section only:

              (1) the term "default" means any failure to make payment in full
       of the principal of or interest on any of the Securities or upon the
       other indenture securities when and as such principal or interest becomes
       due and payable:


                                       51
<Page>

              (2) the term "other indenture securities" means securities upon
       which the Company is an obligor outstanding under any other indenture (i)
       under which the Trustee is also trustee, (ii) which contains provisions
       substantially similar to the provisions of this Section, and (iii) under
       which a default exists at the time of the apportionment of the funds and
       property held in such special account;

              (3) the term "cash transaction" means any transaction in which
       full payment for goods or securities sold is made within seven days after
       delivery of the goods or securities in currency or in checks or other
       orders drawn upon banks or bankers and payable upon demand;

              (4) the term "self-liquidating paper" means any draft, bill of
       exchange, acceptance or obligation which is made, drawn, negotiated or
       incurred by the Company for the purpose of financing the purchase,
       processing, manufacturing, shipment, storage or sale of goods, wares or
       merchandise and which is secured by documents evidencing title to,
       possession of, or a lien upon, the goods, wares or merchandise or the
       receivables or proceeds arising from the sale of the goods, wares or
       merchandise previously constituting the security, provided the security
       is received by the Trustee simultaneously with the creation of the
       creditor relationship with the Company arising from the making, drawing,
       negotiating or incurring of the draft, bill of exchange, acceptance or
       obligation:

              (5) the term "Company" means any obligor upon the Securities; and

              (6) the term "Federal Bankruptcy Act" means the Bankruptcy Act or
       Title 11 of the United States Code.

                                  ARTICLE NINE

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 901. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESS OF HOLDERS.

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

              1. semi-annually, either (i) not later than March 31 and September
       30 in each year in the case of Original Issue Discount Securities of any
       series which by their terms do not bear interest prior to Maturity, or
       (ii) not more than 15 days after each Regular Record Date in the case of
       Securities of any other series, a list, each in such form as the Trustee
       may reasonably require, of the names and addresses of the Holders of
       Securities of such series as of the preceding March 16 or September 15 or
       as of such Regular Record Date, as the case may be; 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.


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<Page>

Section 902. PRESERVATION OF INFORMATION; COMMUNICATION TO HOLDERS.

       (a) 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 901 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 901 upon receipt or a new list so furnished.

       (b) If three of more Holders (herein referred to as "applicants") apply
in writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit,
then the Trustee shall, within five business days after the receipt of such
application, at its election, either

              (iii)  afford such applicants access to the information preserved
                     at the time by the Trustee in accordance with subsection
                     (a) of this Section 902, or

              (iv)   inform such applicants as to the approximate number of
                     Holders whose names and addresses appear in the information
                     preserved at the time by the Trustee in accordance with
                     subsection (a) of this Section 902, and as to the
                     approximate cost of mailing to such Holders the form of
                     proxy or other communication, if any, specified in such
                     application.

       If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder whose name and address appear in the information preserved
at the time by the Trustee in accordance with subsection (a) of this Section 902
a copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interest of the Holders or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if,
after the entry of an order sustaining one or more of such objections, the
Commission shall find, after notice and opportunity for hearing, that all the
objections so sustained have been met and shall enter an order so declaring, the
Trustee shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and the renewal of such tender,
otherwise the Trustee shall be relieved of any obligation or duty to such
applicants respecting their application.

       (c) 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 or them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with subsection (b) of this Section 902, regardless of the source
from which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
subsection (b) of this Section 902.


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Section 903. REPORTS BY TRUSTEE.

       (a) Within 60 days after the first January 15 occurring subsequent to the
initial issuance of securities hereunder and within 60 days after January 15 on
each year thereafter, the Trustee shall transmit by mail to all Holders, as
their names and addresses appear in the Security Reporter, a brief report dated
as of such January 15 with respect to.

              (1) its eligibility under Section 809 and its qualifications under
       Section 808, or in lieu thereof, if to the best of its knowledge it has
       continued to be eligible and qualified under said Sections, a written
       statement to such effect;

              (2) the character and amount of any advances (and if the Trustee
       elects so to state, the circumstances surrounding the making thereof)
       made by the Trustee (as such) which remain unpaid on the date of such
       report, and for the reimbursement of which it claims or may claim a lien
       or charge, prior to that of the Securities, on any property or funds held
       or collected by it as Trustee, except that the Trustee shall not be
       required (but may elect) to report such advances if such advances so
       remaining unpaid aggregate not more than 1/2 of 1% of the principal
       amount of the Securities Outstanding for which it is Trustee on the date
       of such report;

              (3) the amount, interest rate and maturity date of all other
       indebtedness owing by the Company (or by any other obligor an the
       Securities) to the Trustee in its individual capacity, on the date of
       such report, with a brief description of any property held as collateral
       security therefor, except an indebtedness based upon a creditor
       relationship arising in any manner described in Section 813(b) (2), (3),
       (4) or (6);

              (4) the property and funds, if any, physically in the possession
       of the Trustee as such on the state of such report;

              (5) any additional issue of Securities which the Trustee has not
       previously reported; and

              (6) any action taken by the Trustee in the performance of its
       duties hereunder which it has not previously reported and which in its
       opinion materially affects the Securities, except action in respect of a
       default notice or which has been or is to be withheld by the Trustee in
       accordance with Section 802.

       (b) The Trustee shall transmit by mail to all Holders, as their names and
addresses appear in the Security Register, a brief report with respect to the
character and amount of any advances and if the Trustee elects so to state, the
circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to Subsection (a) of this
Section (or if no such report has yet been so transmitted, since the date of
execution of this instrument) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities, on property or funds
held or collected by it as Trustee and which it has not previously reported
pursuant to this Subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Securities Outstanding for
which it is Trustee at such time, such report to be transmitted within 90 days
after such time.

       (c) 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 arc listed on any stock exchange.


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Section 904. REPORTS BY COMPANY.

       The Company shall:

              (1) file with the Trustee, within 15 days after the Company is
       required to file the same with the Commission, copies of the annual
       reports and of the information, documents and other reports (or copies of
       such portions of any of the foregoing as the Commission may from time to
       time by rules and regulations prescribe) which the Company may be
       required to file with the Commission pursuant to Section 13 or Section
       15(d) of the Securities Exchange Act of 1934; or, if the Company is not
       required to file information, documents or reports pursuant to either of
       said Sections, then it shall file with the Trustee and the Commission, in
       accordance with rules and regulations prescribed from time to time by the
       Commission, such of the supplementary and periodic information, documents
       and reports which may be required pursuant to Section 13 of the
       Securities Exchange Act of 1934 in respect of a security listed and
       registered on a national securities exchange as may be prescribed from
       time to time in such rules and regulations:

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

              (3) transmit by mail to all Holders, as their names and addresses
       appear in the Security Register, within 30 days after the filing thereof
       with the Trustee, such summaries of any information, documents and
       reports required to be filed by the Company pursuant to paragraphs (1)
       and (2) of this Section 904 as may be required by rules and regulations
       prescribed from time to time by the Commission.

                                  ARTICLE TEN

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 1001.  CONSOLIDATIONS OR MERGERS OF COMPANY AND SALES OR TRANSFERS OF
               PROPERTY OF COMPANY PERMITTED SUBJECT TO CERTAIN CONDITIONS.

       Nothing contained in this Indenture or in any of the Securities shall
prevent any consolidation or merger of the Company with or into any other
corporation or corporations (whether or not affiliated with the Company), or
successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties, or shall present any sale or transfer
(or successive sales or transfers) of the property and assets of the Company (or
of its successor or successors) as an entirety or substantially as an entirety,
to any other corporation (whether or not affiliated with the Company) authorized
to acquire the same; PROVIDED, HOWEVER, that the corporation formed by such
consolidation or into which the Company shall have been merged or which shall
have acquired such property and assets shall be a corporation organized under
the laws of the United States or of any State thereof; and PROVIDED, FURTHER,
and the Company hereby covenants and agrees, that upon any such consolidation,
merger, sale or transfer, the due and punctual payment of the principal of (and
premium. if any) and interest, if any, on all of the Securities, according to
their tenor, and the due and punctual performance and observance of all the
terms, covenants and conditions of this Indenture to be kept or performed by the
Company, shall be expressly assumed, by an indenture supplemental hereto,
satisfactory in form to the Trustee, executed and delivered to the Trustee by
the corporation formed by such consolidation, or into which the Company


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<Page>

shall have been merged, or by the corporation which shall have acquired such
property and assets; and in the event of any such sale or transfer, the
predecessor Company shall be released from all liability hereunder and under the
Securities and may be dissolved, wound-up and liquidated at any time thereafter.

Section 1002. RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.

       In case of any such consolidation, merger, sale or transfer and upon the
execution by the successor corporation of an indenture supplemental hereto, as
provided in Section 1001, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
as the party of the first part, and any order, certificate, statement, request,
instructions, advice or resolutions of the Board of Directors or officers of the
Company provided for in this Indenture may be made by like officials or such
successor corporation.

       Nothing contained in this Indenture or in any of the Securities shall
prevent the Company from merging into itself, or acquiring by purchase or
otherwise all or any part of the property of, any other corporation (whether or
not affiliated with the Company).

Section 1003. OPINION OF COUNSEL.

       The Trustee, subject to the provisions of Section 801, may receive an
Opinion of Counsel as conclusive evidence that any such consolidation, merger,
sale or transfer, and any such assumption, complies with the provisions of this
Article Ten.

                                 ARTICLE ELEVEN

                             SUPPLEMENTAL INDENTURE

Section 1101. 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 corporation 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 of all or any series of Securities and if such covenants are to
       be for the benefit of less than all series of Securities, stating that
       such covenants are expressly being included solely for the benefit of
       such series) or to surrender any right or power herein conferred upon the
       Company; or

              (3) to add any additional Events of Acceleration or Events of
       Default; or

              (4) to add to or change any of the provisions of this Indenture to
       such extent as shall be necessary to permit or facilitate the issuance of
       Securities in bearer form, registrable or not registrable as to
       principal, and with or without interest coupons; or

              (5) to change or eliminate any of the provisions of this
       Indenture, PROVIDED that any such change or elimination shall become
       effective only when there is no Security Outstanding of


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<Page>

       any series created prior to the execution of such supplemental indenture
       which is entitled to the benefit of such provision; or

              (6) to secure the Securities; or

              (7) to establish the form or terms of Securities of any series as
       permitted by Sections 201 and 301; or

              (8) to evidence and provide for the acceptance of appointment
       hereunder by a successor Trustee with respect to the Securities of one or
       more series and to add to or change any of the provisions of this
       Indenture as shall be necessary to provide for or facilitate the
       administration of the trusts hereunder by more than one Trustee, pursuant
       to the requirements of Section 811(b); or

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

Section 1102. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

       Subject to Section 1406, with the consent of the Holders of not less than
a majority in aggregate principal amount of the Outstanding Securities of each
series affected by such supplemental indenture, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may 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 of Securities of such series
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 reduce the amount of the
       principal of an Original Issue Discount Security that would be due and
       payable upon an Event of Acceleration or an Event of Default pursuant to
       Sections 702(a) and 703, or adversely affect any right of repayment at
       the option of the Holder of any Security, or reduce the amount of, or
       postpone the date fixed for, the payment of any sinking fund or analogous
       obligation, or change any Place of Payment where, or the coin or currency
       in which, any Security or any premium or the interest thereon is payable,
       or impair the right to institute suit for the enforcement of any such
       payment on or alter the Stated Maturity thereof (or, in the case of
       redemption, on or after the Redemption Date), or

              (2) reduce the percentage in principal amount or the Outstanding
       Securities of any series, 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 715 or
       Section 507, except to increase any such percentage or to provide that
       certain other provisions of this Indenture


                                       57
<Page>

       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 507, or the deletion of this proviso,
       in accordance with the requirements of Sections 811(b) and 1101(8).

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

       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 1103. EXECUTION OF SUPPLEMENTAL INDENTURES.

       In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 801) 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 1104. EFFECT OF SUPPLEMENTAL INDENTURES.

       Upon the execution of any supplemental indenture under this Article
Eleven, 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 1105. CONFORMITY WITH TRUST INDENTURE ACT.

       Every supplemental indenture executed pursuant to this Article Eleven
shall conform to the requirements of the Trust Indenture Act as then in effect.

Section 1106. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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


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<Page>

                                 ARTICLE TWELVE

                            REDEMPTION OF SECURITIES

Section 1201. APPLICABILITY OF ARTICLE.

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

Section 1202. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

       Subject to the provisions of Section 1203, Securities of any series may
be redeemed, at the option of the Company, as a whole or from time to time in
part, upon the notice referred to below, at a redemption price equal to the
principal amount thereof, together with interest accrued to the date fixed for
redemption, or in the case of an Original Issue Discount Security, such portion
or the principal amount thereof as may be specified in the terms of that series,
PROVIDED, HOWEVER, that such redemption may only be made at a time when the
Securities shall have ceased to be treated as part of the Company's net capital
within the meaning of the Net Capital Rule or of the regulations under the
Commodity Exchange Act as a result of a change in the Net Capital Rule or such
regulations, as the case may be.

       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 of any series, 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 and of the principal amount of Securities of such series to be redeemed. In
the case of any redemption provided in the terms of such Securities or elsewhere
in this Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction.

Section 1203. LIMITATIONS ON REDEMPTION; RECOVERY OF CERTAIN PAYMENTS.

       (a) No payment of all or any portion of the principal amount of
Securities of any series shall be made in connection with any optional
redemption or optional sinking fund payment of such Securities pursuant to
Section 1202 (any such payment being made herein called an "Optional
Redemption") unless the Company shall have received the prior written permission
of the Exchange and, in the case of any Optional Redemption prior to the first
anniversary date of the original issuance of such Securities, of the Securities
and Exchange Commission and the Commodity Futures Trading Commission, in either
case if required by such Commission. Furthermore, no Optional Redemption shall
be made if after giving effect thereto (and to all other payments of principal
of outstanding subordination agreements of the Company, including the return of
any secured demand note and the collateral therefor held by the Company, the
maturity of accelerated maturity of which is scheduled to occur within six
months after the date such Optional Redemption is to occur pursuant to the
provisions of Section 1202 or on or prior to the Stated Maturity for payment of
the principal amount of Securities of such series disregarding such proposed
Optional Redemption, whichever date is earlier) without reference to any
projected profit or loss of the Company.

                     (i) if the Company is not operating pursuant to the
              alternative net capital requirement provided for in paragraph (f)
              of the Net Capital Rule, the aggregate indebtedness of the Company
              would exceed 1000 per centum of its net capital (or its "adjusted
              net capital" as defined in the regulations under the Commodity
              Exchange Act)


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<Page>

              as those terms are defined in the Net Capital Rule as in effect at
              the time such Optional Redemption is to be made, or

                     (ii) if the Company is operating pursuant to such
              alternative net capital requirement, its net capital (or its
              "adjusted net capital" as defined in the regulations under the
              Commodity Exchange Act) would be less than the greater of (A) 5
              per centum of aggregate debit items computed in accordance with
              Exhibit A to Rule 15c-3 under the Securities Exchange Act of 1934,
              as amended, or any successor rule as in effect at such time, or
              (B) 7 per centum of the funds required to be segregated by the
              Company pursuant to the Commodity Exchange Act and the regulations
              thereunder, less the market value of commodity options purchased
              by option customers on or subject to the rules of a contract
              market, provided, however, the deduction for each option customer
              shall be limited to the amount of customer funds in such option
              customer's account (if greater), or any successor regulation as in
              effect at such time, or

                     (iii) its net capital (or its "adjusted net capital" as
              defined in the regulations under the Commodity Exchange Act), as
              defined in the Net Capital Rule, is less than 120 per centum of
              any minimum dollar amount required by the Net Capital Rule (or the
              regulations under the Commodity Exchange Act) as in effect at the
              time such Optional Redemption is to be made, or

                     (iv) if the Company guarantees, endorses, carries or clears
              specialist or market maker transactions in options listed on a
              national securities exchange or facility of a national securities
              association, the amounts required to be deducted and maintained as
              required by the provisions of paragraphs (a)(6)(v), (a)(7)(iv) or
              (c)(2)(x)(h)(1) of the Net Capital Rule would exceed 1000 per
              centum of its net capital (or its "adjusted net capital" as
              defined in the regulations under the Commodity Exchange Act) as
              defined in the Net Capital Rule as in effect at the time such
              payment is made or such lesser per centum as may be made
              applicable to the Company by the Exchange (or any other domestic
              exchange, board of trade, clearing association or similar
              organization of which the Company is a member) or a domestic
              governmental agency or body having appropriate authority, or

                     (v) the Company's net capital (or its "adjusted net
              capital" as defined in the regulations under the Commodity
              Exchange Act) would be less than the "minimum capital
              requirements" of The Chicago Board of Trade (or any other domestic
              exchange, board of trade, clearing association or similar
              organization of which the Company is a member) or a domestic
              governmental agency or body having appropriate authority.

       To the extent required under the Capital Requirements of the Chicago
Board of Trade, for purposes of this Section 1203, the computation of the
Company's net capital as provided for in subsections (a)(i), (a)(ii), (a)(iii)
and (a)(iv) hereof shall be deemed to exclude from current assets (A) an amount
equal to guarantee deposits with clearing organizations, other than the Chicago
Board of Trade, which are required to be excluded from the computation of
current assets pursuant to Section 211 of the Capital Requirements of the
Chicago Board of Trade to the extent such deposits cannot be used for margin
purposes, and (B) the amount computed in accordance with Chicago Board of Trade
Regulation 221.05.

       If an Optional Redemption is made of all or any part of the principal of
any Security of any series and if the Company's net capital immediately prior to
such payment is less than the amount required to


                                       60
<Page>

permit such payment pursuant to the foregoing provisions of this Section 1203,
the Holder agrees irrevocably by acceptance of such Security (whether or not
such Holder had any knowledge or notice of such fact at the time of any such
Optional Redemption) to repay the Company, its successor or assigns, the sum so
paid to be held by the Company pursuant to the provisions hereof (and, upon such
repayment, the Company shall execute, and upon the order of the Company the
Trustee shall authenticate and deliver to such Holder, a Security in respect of
such repayment of the same series and in a like principal amount) as if such
Optional Redemption had never been made; PROVIDED, HOWEVER, that any suit for
the recovery of any such Optional Redemption must be commenced within two years
of the date of such Optional Redemption.

       (b) If payment is made of all or any part of the principal of Securities
of any series at maturity, or any Security of that series, and if immediately
after any such payment the Company's net capital is less than the Applicable
Minimum Capital (as defined in Section 702(b)(v), the Holder of any such
Security by accepting such Security agrees irrevocably (whether or not such
Holder had any knowledge or notice of such fact at the time of any such payment)
to repay to the Company, its successors or assigns, the sum so paid to be held
by the Company pursuant to the provisions hereof (and, upon such repayment, the
Company shall execute, and upon the order of the Company the Trustee shall
authenticate and deliver to such Holder, a Security in respect of such repayment
of the same series and in a like principal amount) as if such payment had never
been made; PROVIDED, HOWEVER, that any suit for the recovery of any such payment
must be commenced within two years of the date of such payment.

Section 1204. SELECTION OF TRUSTEE OF SECURITIES TO BE REDEEMED.

       If less than all the Securities or any series arc 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 of
such series 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 portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Securities of such series of a denomination larger than the minimum
authorized denomination for securities of that series.

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

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

Section 1205. NOTICE OF REDEMPTION.

       Notice of redemption shall be given by first class mail, postage prepaid,
mailed not less than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed, at his address appearing in the Security Register.

       All notices of redemption shall state:

              (1) the Redemption Date,

              (2) the Redemption Price,


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<Page>

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

              (4) that on the Redemption Date the Redemption Price will, subject
       to the provisions of Section 702(b) and Section 1203, become due and
       payable upon each such Security to be redeemed and, if applicable, that
       interest thereon will cease to accrue on and after said date,

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

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

       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.

Section 1206. 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 503) 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.

       The Company further covenants that at least 60 days prior to the
Redemption Date it will file with the Trustee an Officers' Certificate stating
that such redemption is not prohibited by any of the provisions of this
Indenture (which statement shall be confirmed by a further Officer's Certificate
at the Redemption Date) and such Officers' Certificate shall be accompanied by a
copy, certified by the Secretary or any Assistant Secretary of the Company as
true and correct, of the written permission of the Exchange required by the
provisions of Section 1203(a), PROVIDED, HOWEVER, that in the event such
permission has not been obtained prior to the filing of such Officers'
Certificate, such Officers' Certificate shall be accompanied by a statement to
such effect and an undertaking to furnish to the Trustee a copy of such
permission, certified as aforesaid, prior to the Redemption Date. The obligation
of the Trustee to pay the Redemption Price on the Redemption Date and thereafter
is subject to its receipt of the aforesaid Officer's Certificate and certified
copy of the permission required by Section 1203(d).

Section 1207. SECURITIES PAYABLE ON REDEMPTION DATE.

       Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, subject to the provisions of Section 702(b) and Section 1203,
become due and payable on the Redemption Date at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment or 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, subject to the provisions of
Section 702(b) and Section 1203, be paid by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section
307.


                                       62
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       If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal (and premium, if any) shall, until paid,
bear interest from the Redemption Date at the rate prescribed therefor in the
Security.

Section 1208. SECURITIES REDEEMED IN PART.

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

                                ARTICLE THIRTEEN

                                  SINKING FUNDS

Section 1301. APPLICABILITY OF ARTICLE.

       The provisions of this Article shall be applicable to any sinking fund
for the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

       The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1302. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

Section 1302. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

       The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; PROVIDED that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

Section 1303. REDEMPTION OF SECURITIES FOR SINKING FUND.

       Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which


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<Page>

is to be satisfied by payment of cash and the portion thereof, if any, which is
to be satisfied by delivering and crediting Securities of that series pursuant
to Section 1302 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1204 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 1205. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1207 and 1208.

                                ARTICLE FOURTEEN

                            MISCELLANEOUS PROVISIONS.

Section 1401. SUCCESSORS AND ASSIGNS OF COMPANY BOUND BY INDENTURE.

       All the covenants, stipulations, promises and agreements in this
Indenture contained by or on behalf of the Company shall bind its successors and
assigns, whether so expressed or not, and the provisions hereof shall bind the
heirs, executors, administrators, successors and assigns of the Holders.

Section 1402. ACT OF BOARD, COMMITTEE OR OFFICER OF SUCCESSOR CORPORATION VALID.

       Any act or proceeding by any provisions of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company shall and may be done and performed with like force and effect by the
like board, committee or officer of any corporation that shall at the time be
the lawful successor of the Company

Section 1403. SURRENDER OF POWERS BY COMPANY.

       The Company by instrument in writing executed by authority of a majority
of its Board of Directors and delivered to the Trustee may surrender any of the
powers reserved to the Company hereunder and thereupon such power so surrendered
shall terminate both as to the Company and as to any successor corporation.

Section 1404. INDENTURE MAY BE EXECUTED IN COUNTERPARTS.

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

Section 1405. NO SECURITY OR RIGHT OF SET-OFF.

       (i) The Trustee has not taken and will not take or assert as security for
the payment of any Security, any security interest in or lien, whether created
by contract, statute or otherwise, upon any property in which the Company may
have an interest, which is or may at any time be in the Trustee's possession or
subject to the Trustee's control; (ii) the Trustee waives, and will not seek to
obtain payment of any Security in whole or in part by exercising any right of
set-off it may assert or possess, whether created by contract, statute or
otherwise unless provision shall have been made for the payment in full of all
senior indebtedness at the time outstanding; and (iii) the Trustee agrees that
any agreement between the Company and the Trustee shall be deemed amended hereby
to the extent necessary so as not to be inconsistent with the provisions of this
Section. This Section applies to the Trustee's rights regarding only the
Securities issued under this Indenture, and the Trustee does not waive any right
of set-off or any


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rights under any security or other agreement executed by the Company regarding
any other liability or obligation of the Company to the Trustee.

Section 1406. NO RELIANCE ON EXCHANGE; ARBITRATION UNDER EXCHANGE RULES; ETC.

       The Holders by accepting the Securities of any series irrevocably agree
and acknowledge that: (i) the acquisition of the Securities is not made in
reliance upon the standing of the Company as a member organization of the
Exchange or upon the Exchange's surveillance of the Company's financial position
or its compliance with the rules of the Exchange; (ii) such Holders are not
relying upon the Exchange to provide any information concerning or relating to
the Company and the Exchange has no responsibility to disclose to the Holders
any information concerning or relating to the Company which it may now, or at
any future time, have; and (iii) neither the Exchange, its Special Trust Fund,
nor any director, officer, trustee or employee of the Exchange or said Trust
Fund shall be liable to the Holders with respect to the Securities or the
repayment thereof or of any interest thereon.

       To the extent permitted by applicable law and subject to the provisions
of Section 403, (i) any controversy arising out of or relating to the Securities
or this Indenture shall be submitted to and settled by arbitration pursuant to
the Constitution and Rules of the New York Stock Exchange Inc., and (ii) the
Company as and the Holders and the Trustee shall be conclusively bound by such
arbitration.

       The proceeds of the Securities shall be dealt with in all respects as
capital of the Company, shall be subject to the risks of its business, and may
be deposited in an account or accounts in the Company's name in any bank or
trust company.

       Subject to the terms hereof, neither this Indenture nor the Securities
shall be subject to cancellation by the Company or the Holders nor shall the
same be terminated, rescinded or modified by mutual consent or otherwise (i)
without the prior written consent of the Exchange or (ii) if the effect thereof
would be inconsistent with the requirements of the Net Capital Rule (or the net
capital regulations under the Commodity Exchange Act).

       So long as the Company shall be a futures commission merchant as that
term defined in the Commodity Exchange Act, the Company agrees, consistent with
the requirements of Section 1.7(b) of the regulations of the Commodity Futures
Trading Commission (the "CFTC"), that (i) whenever prior written notice by the
Company to the Exchange as required pursuant to the provisions of this
Indenture, the same prior written notice shall be given by the Company to (a)
the CFTC at its principal office in Washington, D.C., Attention Chief Accountant
of Division of Trading and Markets, and (b) the commodity exchange of which the
Company is a member and which is then designated by the CFTC as the Company's
designated self-regulatory organization (the "DSRO"), and (ii) whenever prior
written consent, permissions or approval of the Exchange is required pursuant to
the provisions of this Indenture, the Company shall also obtain the prior
written consent, permission or approval of the CFTC and the DSRO, and (iii)
whenever the Company receives written notice or acceleration of maturity of the
Securities of any series pursuant to the provisions of this Indenture, the
Company shall promptly give written notice thereof to the CFTC at the address
above stated and to the DSRO; all to the extent required by the CFTC or the
DSRO, as the case may be, at the time of such action.

       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 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 laws and covenants
(to the extent it may lawfully do


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so) that it will not hinder, delay or impede the execution of any power herein
granted to the Trustee as a result of any such laws, but will suffer and permit
the execution of every such power as though no such laws had been enacted.

Section 1407. ACCEPTANCE OF TRUSTS BY TRUSTEE.

       Marine Midland Bank, N.A., hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.





















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         IN WITNESS WHEREOF, SHEARSON LEHMAN/AMERICAN EXPRESS INC., has caused
this Indenture to be signed in its corporate name and acknowledged by its
Chairman of the Board, President or one of its Vice Presidents, and its
corporate seal to be affixed hereunto, duly attested by its Secretary or an
Assistant Secretary; and MARINE MIDLAND BANK, N.A., has caused this Indenture to
be signed and acknowledged by one of its Vice Presidents or Assistant Vice
Presidents and its corporate seal to be affixed hereunto, duly attested by one
of its Corporate Trust Officers or Assistant Corporate Trust Officers.

                                   SHEARSON LEHMAN/AMERICAN EXPRESS INC.


                                   By:            MICHAEL MILVERSTED
                                       ----------------------------------------
                                          Senior Vice President and Treasurer

(SEAL)

Attest:



       GEORGE J. MOESCHLIN
----------------------------------
           Secretary



                                   MARINE MIDLAND BANK, N.A.


                                   BY:             THOMAS J. KELLY
                                       ----------------------------------------
                                                   Vice President

(SEAL)

Attest:



           MARK FERRARIS
----------------------------------
    Assistant Corporate Officer






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

         On the 16th day of October, in the year 1984, before me, personally
came Michael Milversted, to me known, who, being by me duly sworn, did depose
and say that he resides at 15 Hampton Lane, Stamford, Connecticut; that he is
the Senior Vice President and Treasurer of Shearson Lehman/American Express
Inc., one of the corporations described in and which executed the foregoing
instruments; that he knows the seal of said corporation; that the seal affixed
to said instrument bearing the corporate name of said corporation is such
corporate seal; that it was so affixed by order of the Board of Directors of
said corporation; and that he signed his name thereto by like order.

                                                     NORMA SALGADO
                                        ----------------------------------------
                                                     Notary Public
                                                     NORMA SALGADO



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

         On the 16th day of October, in the year 1984, before me, personally
came Thomas J. Kelly, to me known, who, being by me duly sworn, did depose and
say that he resides at 82-41 62nd Avenue, Middle Village, New York; that he is a
Vice President of Marine Midland Bank, N.A., 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 bearing the corporate name
of said corporation is said corporate seal; that is was so affixed by authority
of the Board of Directors of said corporation; and that he signed his name
thereto by like authority.



                                                      METIN CANER
                                        ----------------------------------------
                                                     Notary Public
                                                      METIN CANER




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