<Page>

                                                                     EXHIBIT 4.3


                                    RLI CORP.

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

                                     SENIOR
                                    INDENTURE

                         DATED AS OF __________ __, 2003

           PROVIDING FOR ISSUANCE OF SENIOR DEBT SECURITIES IN SERIES


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


                                 BANK ONE, N.A.,

                                   AS TRUSTEE


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

<Page>

                                TABLE OF CONTENTS

<Table>
<S>                                                                                                       <C>
ARTICLE 1.    DEFINITIONS AND INCORPORATION BY REFERENCE...................................................1
   Section 1.01.    DEFINITIONS............................................................................1
   Section 1.02.    OTHER DEFINITIONS......................................................................4
   Section 1.03.    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT......................................4
   Section 1.04.    RULES OF CONSTRUCTION..................................................................5
   Section 1.05.    ACTS OF HOLDERS........................................................................5

ARTICLE 2.    THE SECURITIES...............................................................................6
   Section 2.01.    FORM AND DATING........................................................................6
   Section 2.02.    AMOUNT UNLIMITED; ISSUABLE IN SERIES...................................................7
   Section 2.03.    DENOMINATIONS.........................................................................10
   Section 2.04.    EXECUTION AND AUTHENTICATION..........................................................11
   Section 2.05.    REGISTRAR AND PAYING AGENT; APPOINTMENT OF DEPOSITARY.................................11
   Section 2.06.    PAYING AGENT TO HOLD MONEY IN TRUST...................................................12
   Section 2.07.    HOLDER LISTS..........................................................................12
   Section 2.08.    TRANSFER AND EXCHANGE.................................................................12
   Section 2.09.    REPLACEMENT SECURITIES................................................................16
   Section 2.10.    OUTSTANDING SECURITIES................................................................16
   Section 2.11.    TREASURY SECURITIES...................................................................16
   Section 2.12.    TEMPORARY SECURITIES..................................................................17
   Section 2.13.    CANCELLATION..........................................................................17
   Section 2.14.    DEFAULTED INTEREST....................................................................17

ARTICLE 3.    REDEMPTION AND PREPAYMENT...................................................................17
   Section 3.01.    APPLICABILITY OF ARTICLE..............................................................17
   Section 3.02.    SELECTION OF SECURITIES TO BE REDEEMED................................................18
   Section 3.03.    NOTICE OF REDEMPTION..................................................................18
   Section 3.04.    EFFECT OF NOTICE OF REDEMPTION........................................................19
   Section 3.05.    DEPOSIT OF REDEMPTION OR PURCHASE PRICE...............................................19
   Section 3.06.    SECURITIES REDEEMED OR PURCHASED IN PART..............................................19
   Section 3.07.    MANDATORY REDEMPTION; SINKING FUND....................................................19

ARTICLE 4.    COVENANTS...................................................................................21
   Section 4.01.    PAYMENT OF SECURITIES.................................................................21
   Section 4.02.    MAINTENANCE OF OFFICE OR AGENCY.......................................................21
   Section 4.03.    REPORTS...............................................................................22
   Section 4.04.    COMPLIANCE CERTIFICATE................................................................22
   Section 4.05.    CONTINUED EXISTENCE...................................................................23
   Section 4.06.    STAY, EXTENSION AND USURY LAWS........................................................23

ARTICLE 5.    SUCCESSORS..................................................................................24
   Section 5.01.    MERGER, CONSOLIDATION, OR SALE OF ASSETS..............................................24
   Section 5.02.    SUCCESSOR PERSON SUBSTITUTED..........................................................24
</Table>

                                        i
<Page>

<Table>
<S>                                                                                                       <C>
ARTICLE 6.    DEFAULTS AND REMEDIES.......................................................................25
   Section 6.01.    EVENTS OF DEFAULT.....................................................................25
   Section 6.02.    ACCELERATION..........................................................................26
   Section 6.03.    OTHER REMEDIES........................................................................26
   Section 6.04.    WAIVER OF PAST DEFAULTS; RESCISSION OF ACCELERATION...................................26
   Section 6.05.    CONTROL BY MAJORITY...................................................................27
   Section 6.06.    LIMITATION ON SUITS...................................................................27
   Section 6.07.    RIGHTS OF HOLDERS OF SECURITIES TO RECEIVE PAYMENT....................................28
   Section 6.08.    COLLECTION SUIT BY TRUSTEE............................................................28
   Section 6.09.    TRUSTEE MAY FILE PROOFS OF CLAIM......................................................28
   Section 6.10.    PRIORITIES............................................................................29
   Section 6.11.    UNDERTAKING FOR COSTS.................................................................29

ARTICLE 7.    TRUSTEE.....................................................................................29
   Section 7.01.    DUTIES OF TRUSTEE.....................................................................29
   Section 7.02.    RIGHTS OF TRUSTEE.....................................................................30
   Section 7.03.    INDIVIDUAL RIGHTS OF TRUSTEE..........................................................31
   Section 7.04.    TRUSTEE'S DISCLAIMER..................................................................31
   Section 7.05.    NOTICE OF DEFAULTS....................................................................31
   Section 7.06.    REPORTS BY TRUSTEE TO HOLDERS OF THE SECURITIES.......................................32
   Section 7.07.    COMPENSATION AND INDEMNITY............................................................32
   Section 7.08.    REPLACEMENT OF TRUSTEE................................................................33
   Section 7.09.    SUCCESSOR TRUSTEE BY MERGER, ETC......................................................34
   Section 7.10.    ELIGIBILITY; DISQUALIFICATION.........................................................34
   Section 7.11.    PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.....................................34

ARTICLE 8.    LEGAL DEFEASANCE AND COVENANT DEFEASANCE....................................................34
   Section 8.01.    OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE..............................34
   Section 8.02.    LEGAL DEFEASANCE AND DISCHARGE........................................................36
   Section 8.03.    COVENANT DEFEASANCE...................................................................36
   Section 8.04.    CONDITIONS TO LEGAL OR COVENANT DEFEASANCE............................................37
   Section 8.05.    DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
                    OTHER MISCELLANEOUS PROVISIONS........................................................38
   Section 8.06.    REPAYMENT TO COMPANY..................................................................39
   Section 8.07.    REINSTATEMENT.........................................................................39

ARTICLE 9.    AMENDMENT, SUPPLEMENT AND WAIVER............................................................39
   Section 9.01.    WITHOUT CONSENT OF HOLDERS OF SECURITIES..............................................39
   Section 9.02.    WITH CONSENT OF HOLDERS OF SECURITIES.................................................40
   Section 9.03.    COMPLIANCE WITH TRUST INDENTURE ACT...................................................42
   Section 9.04.    REVOCATION AND EFFECT OF CONSENTS.....................................................42
</Table>

                                       ii
<Page>

<Table>
<S>                                                                                                       <C>
   Section 9.05.    NOTATION ON OR EXCHANGE OF SECURITIES.................................................42
   Section 9.06.    TRUSTEE TO SIGN AMENDMENTS, ETC.......................................................42

ARTICLE 10.   MEETINGS OF HOLDERS.........................................................................43
   Section 10.01.   PURPOSES FOR WHICH MEETING MAY BE CALLED..............................................43
   Section 10.02.   CALL, NOTICE AND PLACE OF MEETINGS....................................................43
   Section 10.03.   PERSONS ENTITLED TO VOTE AT MEETINGS..................................................43
   Section 10.04.   QUORUM; ACTION........................................................................44
   Section 10.05.   DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF MEETINGS...................44
   Section 10.06.   COUNTING VOTES AND RECORDING ACTION OF MEETINGS.......................................45
   Section 10.07.   ARTICLE SUBJECT TO OTHER PROVISIONS...................................................46

ARTICLE 11.   MISCELLANEOUS...............................................................................46
   Section 11.01.   TRUST INDENTURE ACT CONTROLS..........................................................46
   Section 11.02.   NOTICES...............................................................................46
   Section 11.03.   COMMUNICATION BY HOLDERS OF SECURITIES WITH OTHER HOLDERS OF SECURITIES...............47
   Section 11.04.   CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT....................................47
   Section 11.05.   STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.........................................47
   Section 11.06.   RULES BY TRUSTEE AND AGENTS...........................................................48
   Section 11.07.   NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS..............48
   Section 11.08.   GOVERNING LAW.........................................................................48
   Section 11.09.   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.........................................48
   Section 11.10.   SUCCESSORS............................................................................48
   Section 11.11.   SEVERABILITY..........................................................................48
   Section 11.12.   COUNTERPART ORIGINALS.................................................................49
   Section 11.13.   TABLE OF CONTENTS, HEADINGS, ETC......................................................49
</Table>

                                       iii
<Page>

Reconciliation and Tie Between the Trust Indenture Act of 1939 and Indenture
dated as of __________ __, 2003 between RLI Corp. and Bank One, N.A., as
Trustee.

<Table>
<Caption>
              ACT SECTION                     INDENTURE SECTION
              <S>                             <C>
              310(a)(1)                       7.10
              310(a)(2)                       7.10
              310(a)(3)                       N/A
              310(a)(4)                       N/A
              310(a)(5)                       7.10
              310(b)                          7.03, 7.08, 7.10
              310(c)                          N/A
              311(a)                          7.11
              311(b)                          7.11
              311(c)                          N/A
              312(a)                          2.07
              312(b)                          11.03
              312(c)                          11.03
              313(a)                          7.06
              313(b)                          7.06
              313(c)                          7.06, 11.02
              313(d)                          7.06
              314(a)                          4.03
              314(b)                          N/A
              314(c)                          4.04, 11.05
              314(d)                          N/A
              314(e)                          11.05
              314(f)                          N/A
              315(a)                          7.01
              315(b)                          7.05
              315(c)                          7.01
              315(d)                          7.01
              315(e)                          6.11
              316(a)(1)                       6.04, 6.05
              316(a)(2)                       N/A
              316(a) last sentence            2.11
              316(b)                          6.07
              317(a)                          6.08, 6.09
              317(b)                          2.06
              318                             11.01
</Table>

* Note: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture

<Page>

INDENTURE dated as of __________ __, 2003 between RLI Corp., an Illinois
corporation, and, Bank One, N.A., as Trustee.

The Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its secured or unsecured
debentures, notes, bonds or other evidences of indebtedness ("SECURITIES") to be
issued in one or more series as herein provided.

All things necessary to make this Indenture a valid agreement of the Company, in
accordance with its terms, have been done.

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

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. DEFINITIONS.

"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 purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; PROVIDED, HOWEVER,
that beneficial ownership of 10% or more of the voting securities of a Person
shall be deemed to be control.

"AGENT" means any Registrar or Paying Agent.

"BANKRUPTCY LAW" means Title 11, U.S. Code or any similar federal or state law
for the relief of debtors.

"BOARD" or "BOARD OF DIRECTORS" means the Board of Directors of the Company or
any authorized committee of the Board of Directors.

"BOARD RESOLUTION" means a resolution of the Board of Directors.

"BUSINESS DAY" means any day other than a Legal Holiday.

"CODE" means the Internal Revenue Code of 1986, as amended.

"COMPANY" means RLI Corp., an Illinois corporation, and any and all successors
thereto.

<Page>

"CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be the address of the Trustee
specified in Section 11.02 hereof or such other address as to which the Trustee
may give notice to the Company.

"CUSTODIAN" means the Trustee, as custodian with respect to Securities in global
form, or any successor entity thereto.

"DEFAULT" means any event that is, or with the passage of time or the giving of
notice or both would be, an Event of Default.

"DEPOSITARY" means, with respect to any series of Securities issuable or issued
in whole or in part in global form, the Person specified in Section 2.05 hereof
as the Depositary with respect to the Global Securities of that series, and any
and all successors thereto registered and in good standing as a clearing agency
under the Exchange Act, appointed as depositary hereunder and having become such
pursuant to the applicable provision of this Indenture.

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

"GLOBAL SECURITIES" means, individually and collectively, the Securities issued
in global form issued in accordance with Sections 2.01 and 2.08 hereof.

"HOLDER" means a Person in whose name a Security is registered.

"INDENTURE" means this Indenture, as amended and restated hereby or as amended,
waived or supplemented from time to time and shall include and incorporate by
reference the forms and terms of particular series of Securities established as
contemplated hereunder.

"INDIRECT PARTICIPANT" means a Person who holds a beneficial interest in a
Global Security through a Participant.

"INTEREST PAYMENT DATE" when used with respect to any Security, means the Stated
Maturity of an installment of interest on such Security.

"LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

"OFFICER" means, with respect to any Person, the Chief Executive Officer, the
President, the Chief Operating Officer, the Chief Financial Officer, the
Treasurer, any Assistant Treasurer, the Controller, the Secretary, any Assistant
Secretary, any Vice President or any Assistant Vice President of such Person.

"OFFICERS' CERTIFICATE" means a certificate signed on behalf of the Company by
two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company, that meets the requirements of Section 11.05
hereof.

                                        2
<Page>

"OPINION OF COUNSEL" means an opinion from legal counsel that meets the
requirements of Section 11.05 hereof. The counsel may be an employee of or
counsel to the Company, any Subsidiary of the Company or the Trustee.

"PARTICIPANT" means, with respect to the Depositary, a Person who has an account
with the Depositary.

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

"RESPONSIBLE OFFICER" when used with respect to the Trustee, means any officer
within the Institutional Trust Services department of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers, in each case who is the officer responsible for the administration of
this Indenture, 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.

"SEC" means the Securities and Exchange Commission.

"SECURITIES" has the meaning assigned to it in the preamble to this Indenture.

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

"SIGNIFICANT SUBSIDIARY" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date of
this Indenture.

"STATED MATURITY" means, with respect to any interest or principal on any series
of Securities, the date on which such payment of interest or principal is
scheduled to be paid thereon by its terms as in effect from time to time, and
does not include any contingent obligation to repay, redeem or repurchase any
such interest or principal prior to the date scheduled for the payment thereof.

"SUBSIDIARY" means, with respect to any Person, (i) any corporation, association
or other business entity of which more than 50% of the total voting power of
shares of capital stock or other equity interests entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries (of such
Person or a combination thereof) and (ii) any partnership (a) the sole general
partner or the managing general partner of which is such a Person or a
Subsidiary of such Person or (b) the only general partners of which are such
Person or one or more Subsidiaries of such Person (or any combination thereof.)

"TIA" means the Trust Indenture Act of 1939 (15 U.S.C.ss.ss. 77aaa-77bbbb as
amended) as in effect on the date on which this Indenture is qualified under the
TIA.

                                        3
<Page>

"TRUSTEE" means the party named as such above until a successor replaces it in
accordance with the applicable provisions of this Indenture and thereafter means
the successor serving hereunder.

"U.S. GOVERNMENT OBLIGATIONS" means securities that are (i) direct obligations
of the United States of America for the payment of which its full faith and
credit is pledged or (ii) obligations of a Person controlled or supervised by
and acting as an agency or instrumentality of the United States of America the
payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States of America, which, in either case under clauses
(i) or (ii), are not callable or redeemable at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government Obligation held
by such custodian for the account of the holder of a depository receipt,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of interest on or principal of the
U.S. Government Obligation evidenced by such depository receipt.

Section 1.02. OTHER DEFINITIONS

<Table>
<Caption>
                          Term                             Defined in Section
                <S>                                               <C>
                "Act"                                             1.05
                "Authentication Order"                            2.04
                "Covenant Defeasance"                             8.03
                "custodian"                                       6.01
                "Event of Default"                                6.01
                "Legal Defeasance"                                8.02
                "mandatory sinking fund payment"                  3.07
                "Notice of Default"                               6.01
                "optional sinking fund payment"                   3.07
                "outstanding"                                     8.02
                "Paying Agent"                                    2.05
                "Registrar"                                       2.05
                "sinking fund payment date"                       3.07
</Table>

Section 1.03. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

"INDENTURE SECURITY HOLDER" means a Holder of a Security;

"INDENTURE TO BE QUALIFIED" means this Indenture;

                                        4
<Page>

"INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee;

"OBLIGOR" on the Securities means the Company and any successor obligor upon the
Securities.

All other terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by SEC rule under the TIA and not
otherwise defined herein have the meanings so assigned to them.

Section 1.04. RULES OF CONSTRUCTION.

For the purposes of this Indenture, unless the context otherwise requires:

     (1)    a term has the meaning assigned to it;

     (2)    an accounting term not otherwise defined has the meaning assigned to
            it in accordance with United States generally accepted accounting
            principles;

     (3)    "or" is not exclusive;

     (4)    words in the singular include the plural, and in the plural include
            the singular;

     (5)    provisions apply to successive events and transactions; and

     (6)    references to sections of or rules under the Securities Act shall be
            deemed to include substitute, replacement of successor sections or
            rules adopted by the SEC from time to time.

Section 1.05. 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 an agent duly
     appointed in writing or may be embodied in and evidenced by the record of
     Holders voting in favor thereof, either in person or by proxies duly
     appointed in writing, at any meeting of Holders duly called and held in
     accordance with the provisions of Article 10, or a combination of such
     instruments or record and, except as herein otherwise expressly provided,
     such action shall become effective when such instrument or instruments or
     record or both are delivered to the Trustee and, where it is hereby
     expressly required, to the Company. Such instrument or instruments and any
     such record (and the action embodied therein and evidenced thereby) are
     herein sometimes referred to as the "Act" of Holders signing such
     instrument or instruments and so voting at any such meeting. Proof of
     execution of any such instrument or of a writing appointing any such agent
     or proxy shall be sufficient for any purpose of this Indenture and
     conclusive in favor of the Trustee and the Company, if made in the manner
     provided in this Section and Section 10.06. The record of any meeting of
     Holders shall be proved in the manner provided in Section 10.06.

                                        5
<Page>

(b)  Without limiting the generality of this Section, unless otherwise provided
     in or pursuant to this Indenture, a Holder, including a Depositary that is
     a Holder of a Global Security, may make, give or take, by a proxy, or
     proxies, duly appointed in writing, any request, demand, authorization,
     direction, notice, consent, waiver or other action provided in or pursuant
     to this Indenture to be made, given or taken by Holders, and a Depositary
     that is a Holder of a Global Security may provide its proxy or proxies to
     the beneficial owners of interests in any such Global Security through such
     Depositary's standing instructions and customary practices.

(c)  The fact and date of the execution by any Person of any such instrument or
     writing may be proved in any manner which the Trustee deems sufficient.

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

                                   ARTICLE 2.
                                 THE SECURITIES

Section 2.01. FORM AND DATING.

(a)  GENERAL. The Securities of each series shall be in substantially such 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 comply with the rules of any applicable securities
     exchange, organizational document, governing instrument or law or as may,
     consistently herewith, be determined by the officers executing such
     Securities as evidenced by their execution of the Securities. If temporary
     Securities of any series are issued as permitted by Section 2.12, the form
     thereof also shall be established as provided in the preceding sentence. If
     the forms of Securities of any series are established by, or by action
     taken pursuant to, a Board Resolution, a copy of the Board 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 the certificate, together with an appropriate record
     of any such action taken pursuant thereto, including a copy of the approved
     form of Securities shall be delivered to the Trustee at or prior to the
     delivery of the Authentication Order contemplated by Section 2.04 for the
     authentication and delivery of such Securities. The Trustee's certificate
     of authentication shall be in substantially the following form:

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

     Bank One, N.A., as Trustee

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

                                        6
<Page>

(b)  GLOBAL SECURITIES. If Securities of or within a series are issuable in
     whole or in part in global form, any such Security may provide that it
     shall represent the aggregate or specified amount of outstanding Securities
     from time to time endorsed thereon and may also provide that the aggregate
     amount of outstanding Securities represented thereby may from time to time
     be reduced or increased to reflect exchanges. Any endorsement of a Security
     in global form to reflect the amount, or any increase or decrease in the
     amount, or changes in the rights of Holders, of outstanding Securities
     represented thereby, shall be made in such manner and by such Person or
     Persons as shall be specified therein or upon the written order of the
     Company signed by an Officer to be delivered to the Trustee pursuant to
     Section 2.04 or 2.12. Subject to the provisions of Section 2.04, Section
     2.12, if applicable, and Section 2.08, the Trustee shall deliver and
     redeliver any Security in permanent global form in the manner and upon
     instructions given by the Person or Persons specified therein or in the
     applicable written order of the Company signed by an Officer. Any
     instructions by the Company with respect to endorsement or delivery or
     redelivery of a Security in global form shall be in writing.

The provisions of the last paragraph of Section 2.04 shall apply to any Security
in global form if such Security was never issued and sold by the Company and the
Company delivers to the Trustee the Security in global form together with a
written instructions with regard to the reduction in the principal amount of
Securities represented thereby, together with the written statement contemplated
by the last paragraph of Section 2.04.

Notwithstanding the provisions of this Section 2.01, unless otherwise specified
as contemplated by Section 2.02, payment of principal of, premium, if any, and
interest on any Security in permanent global form shall be made to the Holder
thereof.

Section 2.02. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

(a)  The aggregate principal amount of Securities which may be authenticated and
     delivered under this Indenture is unlimited. The Securities may be issued
     from time to time in one or more series.

(b)  The following matters shall be established with respect to each series of
     Securities issued hereunder (i) by a Board Resolution, (ii) by action taken
     pursuant to a Board Resolution and set forth, or determined in the manner
     provided, in an Officers' Certificate or (iii) in one or more indentures
     supplemental hereto:

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

     (2)    any limit upon the aggregate principal amount of the Securities of
            the series which may be authenticated and delivered under this
            Indenture (which limit shall not pertain to Securities authenticated
            and delivered upon registration of transfer of, or in exchange for,
            or in lieu of, other Securities of the series pursuant to Section
            2.08, 2.09, 2.12, 3.06 or 9.05 or any Securities that, pursuant to
            Section 2.04, are deemed never to have been authenticated and
            delivered hereunder);

                                        7
<Page>

     (3)    the date or dates on which the principal of and premium, if any, on
            the Securities of the series is payable or the method or methods of
            determination thereof;

     (4)    the rate or rates at which the Securities of the series shall bear
            interest, if any, or the method or methods of calculating such rate
            or rates of interest, the date or dates from which such interest
            shall accrue or the method or methods by which such date or dates
            shall be determined, the Interest Payment Dates on which any such
            interest shall be payable, the right, if any, of the Company to
            defer or extend an Interest Payment Date, the record date, if any,
            for the interest payable on any Security on any Interest Payment
            Date, and the basis upon which interest shall be calculated if other
            than that of a 360-day year of twelve 30-day months;

     (5)    the place or places where the principal of, premium, if any, and
            interest, if any, on Securities of the series shall be payable, any
            Securities of the series may be surrendered for registration of
            transfer, Securities of the series may be surrendered for exchange
            and notices and demands to or upon the Company in respect of the
            Securities of the series and this Indenture may be served and
            notices to Holders pursuant to Section 10.02 will be published;

     (6)    the period or periods within which, the price or prices at which,
            the currency or currencies (including currency unit or units) in
            which, and the other terms and conditions upon which, Securities of
            the series may be redeemed, in whole or in part, at the option of
            the Company and, if other than as provided in Section 3.03, the
            manner in which the particular Securities of such series (if less
            than all Securities of such series are to be redeemed) are to be
            selected for redemption;

     (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 upon the happening of a specified event or at the
            option of a Holder thereof and the period or periods within which,
            the price or prices at which, the currency or currencies (including
            currency unit or units) in which, and the other 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 U.S. dollars, the currency or currencies (including
            currency unit or units) in which the principal of, premium, if any,
            and interest, if any, on the Securities of the series shall be
            payable, or in which the Securities of the series shall be
            denominated, and the particular provisions applicable;

     (10)   if the payments of principal of, premium, if any, or interest, if
            any, on the Securities of the series are to be made, at the election
            of the Company or a Holder, in a currency or currencies (including
            currency unit or units) other than that in which such Securities are
            denominated or designated to be payable, the currency or currencies
            (including currency unit or units) in which such payments are to be

                                        8
<Page>

            made, the terms and conditions of such payments and the manner in
            which the exchange rate with respect to such payments shall be
            determined, and the particular provisions applicable thereto;

     (11)   if the amount of payments of principal of, premium, if any, and
            interest, if any, on the Securities of the series shall be
            determined with reference to an index, formula or other method
            (which index, formula or method may be based, without limitation, on
            a currency or currencies (including currency unit or units) other
            than that in which the Securities of the series are denominated or
            designated to be payable), the index, formula or other method by
            which such amounts shall be determined and any special voting or
            defeasance provisions in connection therewith;

     (12)   if other than the principal amount thereof, the portion of the
            principal amount of such Securities of the series which shall be
            payable upon declaration of acceleration thereof pursuant to Section
            6.02 or the method by which such portion shall be determined;

     (13)   the Person to whom any interest on any Security of the series shall
            be payable;

     (14)   provisions, if any, granting special rights to the Holders of
            Securities of the series upon the occurrence of such events as may
            be specified;

     (15)   any deletions from, modifications of or additions to the Events of
            Default set forth in Section 6.01 or covenants of the Company set
            forth in Article 4 pertaining to the Securities of the series;

     (16)   under what circumstances, if any, and with what procedures and
            documentation the Company will pay additional amounts on the
            Securities of that series held by a Person who is not a U.S. Person
            (including any definition of such term) in respect of taxes,
            assessments or similar charges withheld or deducted and, if so,
            whether the Company will have the option to redeem such Securities
            rather than pay such additional amounts (and the terms of any such
            option);

     (17)   the forms of the Securities of the series;

     (18)   the applicability, if any, to the Securities of the series of
            Sections 8.02 and 8.03, or such other means of defeasance or
            covenant defeasance as may be specified for the Securities of such
            series;

     (19)   if other than the Trustee, the identity of the Registrar and any
            Paying Agent;

     (20)   if the Securities of the series shall be issued in whole or in part
            in global form, (A) the Depositary for such Global Securities, (B)
            whether beneficial owners of interests in any Securities of the
            series in global form may exchange such interests for certificated
            Securities of such series, to be registered in the names of or to be
            held by such beneficial owners or their nominees and to be of like
            tenor of any

                                        9
<Page>

            authorized form and denomination, and (C) if other than as provided
            in Section 2.08, the circumstances under which any such exchange may
            occur;

     (21)   the designation of the Depositary;

     (22)   any restrictions on the registration, transfer or exchange of the
            Securities;

     (23)   if the Securities of the series may be issued or delivered (whether
            upon original issuance or upon exchange of a temporary Security of
            such series or otherwise), or any installment of principal or
            interest is payable, only upon receipt of certain certificates or
            other documents or satisfaction of other conditions in addition to
            those specified in this Indenture, the form and terms of such
            certificates, documents or conditions;

     (24)   the terms and conditions of any right to convert or exchange
            Securities of the series into or for other securities or property of
            the Company;

     (25)   whether the Securities are secured or unsecured, and if secured, the
            security and related terms in connection therewith (which shall be
            provided for in a separate security agreement and/or other
            appropriate documentation); and

     (26)   any other terms of the series (which terms shall not be inconsistent
            with the provisions of this Indenture) including any terms which may
            be required by or advisable under United States laws or regulations
            or advisable (as determined by the Company) in connection with the
            marketing of Securities of the series.

(c)  All Securities of any one series shall be substantially identical except as
     to denomination and except as may otherwise be provided (i) by a Board
     Resolution, (ii) by action taken pursuant to a Board Resolution and set
     forth, or determined in the manner provided, in the related Officers'
     Certificate or (iii) in an 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, without the consent of the Holders, for
     issuances of additional Securities of such series.

(d)  If any of the terms of the Securities of any series are established by
     action taken pursuant to a Board Resolution, a copy of such Board
     Resolution shall be delivered to the Trustee at or prior to the delivery of
     the Officers' Certificate setting forth, or providing the manner for
     determining, the terms of the Securities of such series, and an appropriate
     record of any action taken pursuant thereto in connection with the issuance
     of any Securities of such series shall be delivered to the Trustee prior to
     the authentication and delivery thereof.

Section 2.03. DENOMINATIONS.

Unless otherwise provided as contemplated by Section 2.02, Securities of a
series denominated in Dollars shall be issuable in denominations of U.S. $1,000
and any integral multiple thereof. Securities denominated in a foreign currency
shall be issuable in such denominations as are established with respect to such
Securities in or pursuant to this Indenture.

                                       10
<Page>

Section 2.04. EXECUTION AND AUTHENTICATION.

An Officer shall sign the Securities for the Company by manual or facsimile
signature.

If an Officer whose signature is on a Security no longer holds that office at
the time a Security is authenticated, the Security shall nevertheless be valid.

A Security shall not be valid until authenticated by the manual signature of the
Trustee. The signature shall be conclusive evidence that the Security has been
authenticated under this Indenture.

The Trustee shall, upon a written order of the Company signed by an Officer (an
"AUTHENTICATION ORDER"), together with an Officers' Certificate and an Opinion
of Counsel, authenticate Securities for original issue in the aggregate
principal amount stated in the Authentication Order.

The Trustee may appoint an authenticating agent acceptable to the Company to
authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Notwithstanding the foregoing, if any Security shall have been authenticated and
delivered hereunder but never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for cancellation as provided in
Section 2.13 together with a written statement stating that such Security has
never been issued and sold by the Company, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and delivered
hereunder and shall not be entitled to the benefits of this Indenture.

Section 2.05. REGISTRAR AND PAYING AGENT; APPOINTMENT OF DEPOSITARY.

The Company shall maintain an office or agency where Securities may be presented
for registration of transfer or for exchange ("REGISTRAR") and an office or
agency where Securities may be presented for payment ("PAYING AGENT"). The
Registrar shall keep a register of the Securities and of their transfer and
exchange. The Company may appoint one or more co-registrars and one or more
additional paying agents. The term "REGISTRAR" includes any co-registrar and the
term "PAYING AGENT" includes any additional paying agent. The Company may change
any Paying Agent or Registrar without notice to any Holder. The Company shall
promptly notify the Trustee in writing of the name and address of any Agent not
a party to this Indenture. If the Company fails to appoint or maintain another
entity as Registrar or Paying Agent, the Trustee shall act as such. The Company
or any of its Subsidiaries may act as Paying Agent or Registrar.

The Company initially appoints The Depository Trust Company to act as Depositary
with respect to the Global Securities.

The Company initially appoints the Trustee to act as the Registrar and Paying
Agent with respect to the Securities and to act as Custodian with respect to the
Global Securities.

                                       11
<Page>

Section 2.06. PAYING AGENT TO HOLD MONEY IN TRUST.

The Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent will hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal,
premium or interest on the Securities or other payments in respect of the
Securities or otherwise held by it as Paying Agent, and will notify the Trustee
of any default by the Company in making any such payment when due. While any
such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust fund for the benefit of the Holders
all money held by it as Paying Agent. Upon any bankruptcy or reorganization
proceedings relating to the Company, the Trustee shall serve as Paying Agent for
the Securities.

Section 2.07. HOLDER LISTS.

The Trustee shall preserve in as current a form as is reasonably practicable the
most recent list available to it of the names and addresses of all Holders and
shall otherwise comply with TIA ss.312(a). If the Trustee is not the Registrar,
the Company shall furnish to the Trustee at least seven Business Days before
each Interest Payment Date and at such other times as the Trustee may request in
writing, a list in such form and as of such date as the Trustee may reasonably
require of the names and addresses of the Holders of Securities, and the Company
shall otherwise comply with TIA ss.312(a).

Section 2.08. TRANSFER AND EXCHANGE.

(a)  Upon surrender for registration of transfer of any certificated Security of
     any series at the office or agency maintained pursuant to Section 4.02 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 certificated Securities of the
     same series, of any authorized denominations and of a same aggregate
     principal amount and like tenor and containing identical terms and
     provisions.

(b)  At the option of the Holder, Securities of any series (except a Security in
     global form) may be exchanged for other Securities of the same series, of
     any authorized denominations, of a same aggregate principal amount and like
     tenor and containing identical terms and provisions, 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.

(c)  Notwithstanding any other provision of this Section, unless and until it is
     exchanged in whole or in part for Securities in certificated form, a
     Security in global form representing all or a portion of the Securities of
     a series may not be transferred except as a whole by the Depositary for
     such series to a nominee of such Depositary or by a nominee of such
     Depositary to such Depositary or another nominee of such Depositary or by
     such

                                       12
<Page>

     Depositary or any such nominee to a successor Depositary for such series or
     a nominee of such successor Depositary.

(d)  If at any time the Depositary for the Securities of a series notifies the
     Company that it is unwilling or unable to continue as Depositary for the
     Securities of such series or if at any time the Depositary for the
     Securities of such series shall no longer be registered and in good
     standing as a clearing agency under the Exchange Act, the Company shall
     appoint a successor Depositary with respect to the Securities of such
     series. If a successor Depositary for the Securities of such series is not
     appointed by the Company prior to the resignation of the Depositary and, in
     any event, within 90 days after the Company receives such notice or becomes
     aware of such ineligibility, the Company's designation of the Depositary
     pursuant to Section 2.02(b)(21) shall no longer be effective with respect
     to the Securities of such series and the Company shall execute, and the
     Trustee, upon receipt of an Authentication Order for the authentication and
     delivery of certificated Securities of such series of like tenor, shall
     authenticate and deliver, Securities of such series of like tenor in
     certificated form, in authorized denominations and in an aggregate
     principal amount equal to the principal amount of the Security or
     Securities of such series of like tenor in global form in exchange for such
     Security or Securities in global form.

(e)  The Company may at any time in its sole discretion determine that all (but
     not less than all) Securities of a series issued in global form shall no
     longer be represented by such a Security or Securities in global form. In
     such event the Company shall execute, and the Trustee, upon receipt of an
     Authentication Order for the authentication and delivery of certificated
     Securities of such series of like tenor, shall authenticate and deliver,
     Securities of such series of like tenor in certificated form, in authorized
     denominations and in an aggregate principal amount equal to the principal
     amount of the Security or Securities of such series of like tenor in global
     form in exchange for such Security or Securities in global form.

(f)  If specified by the Company pursuant to Section 2.02 with respect to a
     series of Securities, the Depositary for such series may surrender a
     Security in global form of such series in exchange in whole or in part for
     Securities of such series in certificated form on such terms as are
     acceptable to the Company and such Depositary. Thereupon, the Company shall
     execute, and the Trustee shall authenticate and deliver, without service
     charge, (i) to each Person specified by such depositary a new certificated
     Security or Securities of the same series of like tenor, of any authorized
     denomination as requested by such Person in aggregate principal amount
     equal to and in exchange for such Person's beneficial interest in the
     Security in global form; and (ii) to such Depositary a new Security in
     global form of like tenor in a denomination equal to the difference, if
     any, between the principal amount of the surrendered Security in global
     form and the aggregate principal amount of certificated Securities
     delivered to Holders thereof.

(g)  Upon the exchange of a Security in global form for Securities in
     certificated form, such Security in global form shall be canceled by the
     Trustee. Securities in certificated form issued in exchange for a Security
     in global form pursuant to this Section shall be registered in such names
     and in such authorized denominations as the Depositary for such Security in
     global form, pursuant to instructions from its direct or Indirect
     Participants or

                                       13
<Page>

     otherwise, shall instruct the Trustee in writing. The Trustee shall deliver
     such Securities to the Persons in whose names such Securities are so
     registered.

(h)  Whenever any Securities are 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.

(i)  All Securities issued upon any registration of transfer or upon any
     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.

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

(k)  No service charge shall be made for any registration of transfer or for any
     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 or transfer or exchange of
     Securities, other than exchanges pursuant to Section 2.12 or 3.06 not
     involving any transfer.

(l)  The Company shall not be required (i) to issue, register the transfer of,
     or exchange any Securities for a period beginning at the opening of
     business 15 days before any selection for redemption of Securities of like
     tenor and of the series of which such Security is a part and ending at the
     close of business on the earliest date on which the relevant notice of
     redemption is deemed to have been given to all Holders of Securities of
     like tenor and of such series to be redeemed; or (ii) to register the
     transfer of or exchange any Security so selected for redemption, in whole
     or in part, except the unredeemed portion of any Security being redeemed in
     part.

(m)  The foregoing provisions relating to registration, transfer and exchange
     may be modified, supplemented or superseded with respect to any series of
     Securities by a Board Resolution or in one or more indentures supplemental
     hereto.

                                       14
<Page>

(n)  The following legend shall appear on the face of all Global Securities
     unless specifically stated otherwise in the applicable provision of this
     Indenture:

     "THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
     INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE
     BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND, UNLESS AND UNTIL IT IS
     EXCHANGED FOR SECURITIES IN DEFINITIVE FORM IN ACCORDANCE WITH THE
     INDENTURE, (I) IS NOT TRANSFERABLE EXCEPT AS A WHOLE BY THE DEPOSITARY
     TO A NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO
     THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY, OR BY THE
     DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR SUCCESSOR
     NOMINEE, AND (II) MAY NOT BE EXCHANGED OR CANCELLED EXCEPT IN THE
     LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE."

(o)  At such time as all beneficial interests in a particular Global Security
     have been exchanged for definitive Securities or a particular Global
     Security has been redeemed, repurchased or canceled in whole and not in
     part, each such Global Security shall be returned to or retained and
     canceled by the Trustee in accordance with Section 2.13 hereof. At any time
     prior to such cancellation, if any beneficial interest in a Global Security
     is exchanged for or transferred to a Person who will take delivery thereof
     in the form of a beneficial interest in another Global Security or for
     definitive Securities, the principal amount of Securities represented by
     such Global Security shall be reduced accordingly and an endorsement shall
     be made on such Global Security by the Trustee or by the Depositary at the
     direction of the Trustee to reflect such reduction; and if the beneficial
     interest is being exchanged for or transferred to a Person who will take
     delivery thereof in the form of a beneficial interest in another Global
     Security, such other Global Security shall be increased accordingly and an
     endorsement shall be made on such Global Security by the Trustee or by the
     Depositary at the direction of the Trustee to reflect such increase.

(p)  Prior to due presentment for the registration of a transfer of any
     Security, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Security is registered as the absolute owner of
     such Security for the purpose of receiving payment of principal of and
     interest on such Securities and for all other purposes, and neither the
     Trustee, any Agent nor the Company shall be affected by notice to the
     contrary. Notwithstanding the foregoing, with respect to any Global
     Security, nothing herein shall prevent the Company, the Trustee or any
     agent of the Company or the Trustee from giving effect to any written
     certification, proxy or other authorization furnished by any Depositary, as
     a Holder, with respect to such Global Security or impair, as between such
     Depositary and owners of beneficial interests in such Global Security, the
     operation of customary practices governing the exercise of the rights of
     such Depositary (or its nominee) as Holder of such Global Security.

                                       15
<Page>

Section 2.09. REPLACEMENT SECURITIES.

If any mutilated Security is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Security, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Security if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Security is
replaced. The Company may charge for its expenses in replacing a Security.

Every replacement Security is an additional obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Securities duly issued hereunder.

Section 2.10. OUTSTANDING SECURITIES.

The Securities outstanding at any time are all the Securities authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Security effected by
the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding. Except as set forth in Section 2.11 hereof, a
Security does not cease to be outstanding because the Company or an Affiliate of
the Company holds the Security.

If a Security is replaced pursuant to Section 2.09 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a "protected purchaser" (within the meaning of
Article 8 of the Uniform Commercial Code) or a Person with comparable status
under other applicable law.

If the principal amount of any Security is considered paid under Section 4.01
hereof, it ceases to be outstanding and interest on it ceases to accrue.

If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any
thereof) holds, on a redemption date or maturity date, money sufficient to pay
Securities payable on that date, then on and after that date such Securities
shall be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.11. TREASURY SECURITIES.

In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, shall
be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Securities that the Trustee knows are so
owned shall be so disregarded.

                                       16
<Page>

Section 2.12. TEMPORARY SECURITIES.

Until certificates representing Securities are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Securities. Temporary Securities shall be substantially
in the form of certificated Securities but may have variations that the Company
considers appropriate for temporary Securities and as shall be reasonably
acceptable to the Trustee. Without unreasonable delay, the Company shall prepare
and the Trustee shall authenticate definitive Securities in exchange for
temporary Securities.

Holders of temporary Securities shall be entitled to all of the benefits of this
Indenture.

Section 2.13. CANCELLATION.

The Company at any time may deliver Securities to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Securities surrendered for registration
of transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Securities (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Securities shall be
delivered to the Company. The Company may not issue new Securities to replace
Securities that it has paid or that have been delivered to the Trustee for
cancellation.

Section 2.14. DEFAULTED INTEREST.

If the Company defaults in a payment of interest on the Securities, it shall pay
the defaulted interest in any lawful manner plus, to the extent lawful, interest
payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the
Securities. The Company shall notify the Trustee in writing of the amount of
defaulted interest proposed to be paid on each Security and the date of the
proposed payment. The Company shall fix or cause to be fixed each such special
record date and payment date, PROVIDED that no such special record date shall be
less than 10 days prior to the related payment date for such defaulted interest.
At least 15 days before the special record date, the Company (or, upon the
written request of the Company, the Trustee in the name and at the expense of
the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid. 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.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01. APPLICABILITY OF ARTICLE.

The provisions of this Article shall be applicable to the Securities of any
series which are redeemable before their maturity or to any sinking fund for the
retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.02 for Securities of such series.

                                       17
<Page>

Section 3.02. SELECTION OF SECURITIES TO BE REDEEMED.

If less than all of the Securities of any series are to be redeemed at any time,
the Trustee shall select the Securities of such series to be redeemed among the
Holders of the Securities of such series in compliance with the requirements of
the principal national securities exchange, if any, on which the Securities of
such series are listed or, if the Securities of such series are not so listed,
to be redeemed among the Holders of Securities of such series on a PRO RATA
basis, by lot or by such method as the Trustee deems fair and appropriate;
PROVIDED that no Securities of $1,000 or less shall be redeemed in part. In the
event of partial redemption by lot, the particular Securities of such series to
be redeemed shall be selected, unless otherwise provided herein, not less than
30 nor more than 60 days prior to the redemption date by the Trustee from the
outstanding Securities of the series not previously called for redemption.

The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Security selected for partial
redemption, the principal amount thereof to be redeemed. Securities and portions
of Securities selected shall be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Securities of a series of a Holder are to be
redeemed, the entire outstanding amount of Securities of such series held by
such Holder, even if not a multiple of $1,000, shall be redeemed. A new Security
of the same series in principal amount equal to the unredeemed portion thereof
will be issued in the name of the Holder thereof upon cancellation of the
original Security. Securities called for redemption shall become due on the
redemption date. On and after the redemption date, interest will cease to accrue
on the Securities or portions of them called for redemption. Except as provided
in this Section 3.02, provisions of this Indenture that apply to Securities
called for redemption shall also apply to portions of Securities called for
redemption.

Section 3.03. NOTICE OF REDEMPTION.

At least 30 days but not more than 60 days before a redemption date, the Company
shall mail or cause to be mailed, by first class mail, a notice of redemption to
each Holder whose Securities are to be redeemed at its registered address.

The notice shall identify the Securities to be redeemed, including the series
thereof, and shall state:

(a)  the redemption date;

(b)  the redemption price;

(c)  the name and address of the Paying Agent;

(d)  that Securities called for redemption must be surrendered to the Paying
     Agent to collect the redemption price;

(e)  that, unless the Company defaults in making such redemption payment,
     interest on Securities called for redemption will cease to accrue on and
     after the redemption date;

                                       18
<Page>

(f)  that any Security being redeemed in part, the portion of the principal
     amount of such Security to be redeemed and that, after the redemption date
     upon surrender of such Security, a new Security or Securities of the same
     series in principal amount equal to the unredeemed portion shall be issued
     upon cancellation of the original;

(g)  the paragraph of the Securities and/or Section of this Indenture pursuant
     to which the Securities called for redemption are being redeemed; and

(h)  that no representation is made as to the correctness or accuracy of the
     CUSIP number, if any, listed in such notice or printed on the Securities.

At the Company's request, the Trustee shall give the notice of redemption in the
Company's name and at the Company's expense; PROVIDED, HOWEVER, that the Company
shall have delivered to the Trustee, at least 30 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

Section 3.04. EFFECT OF NOTICE OF REDEMPTION.

Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Securities called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05. DEPOSIT OF REDEMPTION OR PURCHASE PRICE.

One Business Day prior to 10:00 a.m., Eastern Time, on any redemption date, the
Company shall deposit with the Trustee or with the Paying Agent money in
immediately available funds sufficient to pay the redemption or purchase price
of and accrued interest, if any, on all Securities to be redeemed or purchased
on that date. The Trustee or the Paying Agent shall promptly return to the
Company any money deposited with the Trustee or the Paying Agent by the Company
in excess of the amounts necessary to pay the redemption or purchase price of,
and accrued interest on, all Securities to be redeemed or purchased.

Section 3.06. SECURITIES REDEEMED OR PURCHASED IN PART.

Upon surrender of a Security that is redeemed or purchased in part, the Company
shall issue and, upon the Company's written request, the Trustee shall
authenticate for the Holder at the expense of the Company a new Security of the
same series equal in principal amount to the unredeemed or unpurchased portion
of the Security surrendered.

Section 3.07. MANDATORY REDEMPTION; SINKING FUND.

The Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Securities, unless otherwise specified in the terms
of a particular series of Securities. If a mandatory or optional sinking fund is
specified in the terms of a particular series of Securities, the following
provisions will apply thereto (unless otherwise specified):

                                       19
<Page>

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." The last date on which any such payment may be made is herein
referred to as a "sinking fund payment date."

In lieu of making all or any part of any mandatory sinking fund payment with
respect to any Securities of a series in cash, the Company may at its option (a)
deliver to the Trustee Securities of that series theretofore purchased by the
Company and (b) may apply as a credit Securities of that series which have been
redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of optional sinking fund payments pursuant
to the next succeeding paragraph, in each case in satisfaction of all or any
part of any mandatory sinking fund payment, provided that such Securities have
not been previously so credited. Each such Security so delivered or applied as a
credit shall be credited at the sinking fund redemption price for such
Securities and the amount of any mandatory sinking fund shall be reduced
accordingly. If the Company intends so to deliver or credit such Securities with
respect to any mandatory sinking fund payment it shall deliver to the Trustee at
least 45 days prior to the next succeeding sinking fund payment date for such
series (a) a certificate signed by any Officer specifying the portion of such
sinking fund payment, if any, to be satisfied by payment of cash and the portion
of such sinking fund payment, if any, which is to be satisfied by delivering and
crediting such Securities and (b) any Securities to be so delivered. All
Securities so delivered to the Trustee shall be cancelled by the Trustee and no
Securities shall be authenticated in lieu thereof. If the Company fails to
deliver such certificate and Securities at or before the time provided above,
the Company shall not be permitted to satisfy any portion of such mandatory
sinking fund payment by delivery or credit of Securities.

At its option the Company may pay into the sinking fund for the retirement of
Securities of any particular series, on or before each sinking fund payment date
for such series, any additional sum in cash as specified by the terms of such
series of Securities. If the Company intends to exercise its right to make any
such optional sinking fund payment, it shall deliver to the Trustee at least 45
days prior to the next succeeding sinking fund payment date for such series of
Securities a certificate signed by any Officer stating that the Company intends
to exercise such optional right and specifying the amount which the Company
intends to pay on such sinking fund payment date. If the Company fails to
deliver such certificate at or before the time provided above, the Company shall
not be permitted to make any optional sinking fund payment with respect to such
sinking fund payment date. To the extent that such right is not exercised in any
year it shall not be cumulative or carried forward to any subsequent year.

If the sinking fund payment or payments (mandatory or optional) made in cash
plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $50,000 (or a lesser sum if the Company shall so request) with
respect to the Securities of any particular series, it shall be applied by the
Trustee or one or more Paying Agents on the next succeeding sinking fund payment
date to the redemption of Securities of such series at the sinking fund
redemption price together with accrued interest to the date fixed for
redemption. The Trustee shall select, in the manner provided in Section 3.02,
for redemption on such sinking fund payment date a sufficient principal amount
of Securities of such series to exhaust said cash, as nearly as may be, and the
Trustee shall, at the expense and in the name of the Company, thereupon cause
notice of

                                       20
<Page>

redemption of Securities of such series to be given in substantially the manner
and with the effect provided in Sections 3.02 and 3.03 for the redemption of
Securities of that series in part at the option of the Company, except that the
notice of redemption shall also state that the Securities of such series are
being redeemed for the sinking fund. Any sinking fund moneys not so applied or
allocated by the Trustee or any Paying Agent to the redemption of Securities of
that series shall be added to the next cash sinking fund payment received by the
Trustee or the Paying Agent and, together with such payment, shall be applied in
accordance with the provisions of this Section 3.07. Any and all sinking fund
moneys held by the Trustee or any Paying Agent on the maturity date of the
Securities of any particular series, and not held for the payment or redemption
of particular Securities of such series, shall be applied by the Trustee or such
Paying Agent, together with other moneys, if necessary, to be deposited
sufficient for the purpose, to the payment of the principal of the Securities of
that series at maturity. On or before each sinking fund payment date, the
Company shall pay to the Trustee or to one or more Paying Agents in cash a sum
equal to all interest accrued to the date fixed for redemption on Securities to
be redeemed on the next following sinking fund payment date pursuant to this
Section. Neither the Trustee nor any Paying Agent shall redeem any Securities of
a series with sinking fund moneys, and the Trustee shall not mail any notice of
redemption of Securities for such series by operation of the sinking fund,
during the continuance of a default in payment of interest on such Securities or
of any Event of Default (other than an Event of Default occurring as a
consequence of this paragraph), except that if the notice of redemption of any
Securities shall theretofore have been mailed in accordance with the provisions
hereof, the Trustee or any paying agent shall redeem such Securities if cash
sufficient for that purpose shall be deposited with the Trustee or such paying
agent for that purpose in accordance with the terms of this Article 3. Except as
aforesaid, any moneys in the sinking fund for such series at the time when any
such default or Event of Default shall occur and any moneys thereafter paid into
the sinking fund shall, during the continuance of such default or Event of
Default, be held as security for the payment of all such Securities; provided,
however, that in case such Event of Default or default shall have been cured or
waived as provided herein, such moneys shall thereafter be applied on the next
succeeding sinking fund payment date on which such moneys may be applied
pursuant to the provisions of this Section 3.07.

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01. PAYMENT OF SECURITIES.

The Company shall pay or cause to be paid the principal of, premium, if any, and
interest on the Securities on the dates and in the manner provided in the
Securities. Principal, premium, if any, and interest shall be considered paid on
the date due if the Paying Agent, if other than the Company or a Subsidiary
thereof, holds as of 10:00 a.m., Eastern Time, on the due date money deposited
by the Company in immediately available funds and designated for and sufficient
to pay all principal, premium, if any, and interest then due.

Section 4.02. MAINTENANCE OF OFFICE OR AGENCY.

The Company shall maintain in the Borough of Manhattan, the City of New York, an
office or agency (which may be an office of the Trustee or an affiliate of the
Trustee, Registrar or co-

                                       21
<Page>

Registrar) where Securities may be surrendered for registration of transfer or
for exchange and where notices and demands to or upon the Company in respect of
the Securities and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Trustee's principal agency in the Borough of Manhattan, the
City of New York, which currently is located at ____________________.

The Company may also from time to time designate one or more other offices or
agencies where the Securities may be presented or surrendered for any or all
such purposes and may from time to time rescind such designations; PROVIDED,
HOWEVER, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall 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 4.03. REPORTS.

(a)  Whether or not the Company is subject to Section 13 or 15(d) of the
     Exchange Act, the Company covenants and agrees to file with the Trustee,
     and to provide by mail to each Holder, within 15 days after the Company is
     or would be required to file the same with the SEC, copies of the annual
     reports, quarterly reports and the information, documents and other reports
     which the Company is or would be required to file with the SEC pursuant to
     Section 13 or Section 15(d) of the Exchange Act.

(b)  The Company covenants and agrees to file with the Trustee and the SEC, in
     accordance with the rules and regulations prescribed from time to time by
     the SEC, such additional information, documents and reports with respect to
     compliance by the Company with the conditions and covenants provided for in
     this Indenture as may be required from time to time by such rules and
     regulations.

(c)  The Company covenants and agrees to furnish to the Trustee within 120 days
     of the end of each fiscal year, the compliance certificate required by
     Section 314(a)(4) of the Trust Indenture Act.

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

Section 4.04. COMPLIANCE CERTIFICATE.

(a)  The Company shall deliver to the Trustee, within 90 days after the end of
     each fiscal year, an Officers' Certificate stating that a review of the
     activities of the Company and its Subsidiaries during the preceding fiscal
     year has been made under the supervision of the signing Officers with a
     view to determining whether the Company has kept, observed,

                                       22
<Page>

     performed and fulfilled its obligations under this Indenture, and further
     stating, as to each such Officer signing such certificate, that to the best
     of his or her knowledge the Company has kept, observed, performed and
     fulfilled each and every covenant contained in this Indenture and is not in
     default in the performance or observance of any of the terms, provisions
     and conditions of this Indenture (or, if a Default, Event of Default or
     other instance of non-compliance with any of the terms of this Indenture
     shall have occurred, describing all such Defaults, Events of Default or
     instances of non-compliance of which he or she may have knowledge and what
     action the Company is taking or proposes to take with respect thereto) and
     that to the best of his or her knowledge no event has occurred and remains
     in existence by reason of which payments on account of the principal of,
     premium, if any, or interest on the Securities is prohibited or if such
     event has occurred, a description of the event and what action the Company
     is taking or proposes to take with respect thereto.

(b)  The Company shall, so long as any of the Securities are outstanding,
     deliver to the Trustee, forthwith upon any Officer of the Company becoming
     aware of any Default or Event of Default, an Officers' Certificate
     specifying such Default or Event of Default and what action the Company is
     taking or proposes to take with respect thereto.

(c)  The Company shall file with the Trustee and the SEC, in accordance with the
     rules and regulations prescribed from time to time by the SEC, such
     additional information, documents and reports with respect to compliance by
     the Company with the conditions and covenants provided for in this
     Indenture, as may be required from time to time by such rules and
     regulations.

Section 4.05. CONTINUED EXISTENCE.

Subject to Article 5 hereof, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect (i) its existence as a
corporation, and the corporate, partnership or other existence of each of its
Significant Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Significant Subsidiary and (ii) the rights (charter and statutory),
licenses and franchises of the Company and any of its Significant Subsidiaries;
PROVIDED, HOWEVER, that the Company shall not be required to preserve any such
right, license or franchise, or the corporate, partnership or other existence of
any of its Significant Subsidiaries, if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company and its Significant Subsidiaries, taken as a whole, and
that the loss thereof is not adverse in any material respect to the Holders of
the Securities.

Section 4.06. STAY, EXTENSION AND USURY LAWS.

The Company covenants (to the extent that it may lawfully do so) that it shall
not at any time insist upon, plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay, extension or usury law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of

                                       23
<Page>

any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01. MERGER, CONSOLIDATION, OR SALE OF ASSETS.

The Company may consolidate or merge with or into, convert itself into, or sell,
assign, transfer, lease, convey or otherwise dispose of (including any such
disposition that might be deemed to occur as a result of the conversion of the
Company into another form of organization) all or substantially all of its
properties or assets in one or more related transactions, to another Person
(other than an individual, a government or an agency or political subdivision of
a government), but only if (a) either (i) the Company is the surviving entity or
(ii) the Person formed by or surviving any such consolidation, merger or
conversion (if other than the Company) or to which such sale, assignment,
transfer, lease, conveyance or other disposition shall have been made is a
Person organized or existing under the laws of the United States, any state
thereof or the District of Columbia; (b) the Person formed by or surviving any
such consolidation, merger or conversion (if other than the Company) or the
Person to which such sale, assignment, transfer, lease, conveyance or other
disposition shall have been made assumes all the obligations of the Company
under the Securities and this Indenture pursuant to a supplemental indenture in
a form reasonably satisfactory to the Trustee; and (c) immediately after such
transaction no Default or Event of Default exists. If the Company requests the
Trustee to enter into any supplemental indenture, or to take any other action,
as a result of such consolidation, merger, sale, assignment, transfer, lease,
conveyance or other disposition, the Company will also furnish to the Trustee an
Officer's Certificate and an Opinion of Counsel, each to the effect that the
conditions precedent set forth in this Section 5.01 have been complied with.

Section 5.02. SUCCESSOR PERSON SUBSTITUTED.

Upon any consolidation, merger or conversion, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with Section 5.01 hereof, the successor Person
formed by such consolidation or into or with which the Company is merged or
converted or to which such sale, assignment, transfer, lease, conveyance or
other disposition is made shall succeed to, and be substituted for (so that from
and after the date of such consolidation, merger, conversion, sale, lease,
conveyance or other disposition, the provisions of this Indenture referring to
the "Company" shall refer instead to the successor Person and not to the
Company), and may exercise every right and power of, the Company under this
Indenture with the same effect as if such successor Person had been named as the
Company herein; PROVIDED, HOWEVER, that the predecessor Company shall not be
relieved from the obligation to pay the principal of and interest on the
Securities except in the case of a sale of all of the Company's assets that
meets the requirements of Section 5.01 hereof.

                                       24
<Page>

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01. EVENTS OF DEFAULT.

An "Event of Default," with respect to Securities of any series shall have
occurred if:

(a)  the Company defaults in the payment when due of interest on, with respect
     to, any Security of that series and such default continues for a period of
     30 days;

(b)  the Company defaults in the payment when due of principal of or premium, if
     any, on, or sinking fund payment with respect to, any Security of that
     series when the same becomes due and payable at maturity, upon redemption
     or otherwise;

(c)  the Company fails to comply with any of the provisions of section 5.01
     hereof;

(d)  the Company fails to observe or perform any other covenant, representation,
     warranty or other agreement in this Indenture, with respect to any Security
     of that series for 60 days after notice to comply;

(e)  the Company, pursuant to or within the meaning of any Bankruptcy Law:

     (i)    commences a voluntary case;

     (ii)   consents to the entry of an order for relief against it in an
            involuntary case;

     (iii)  consents to the appointment of a custodian of it or for all or
            substantially all of its property;

     (iv)   makes a general assignment for the benefit of its creditors; or

     (v)    generally is not paying its debts as they become due;

(f)  a court of competent jurisdiction enters an order or decree under any
     Bankruptcy Law that:

     (i)    is for relief against the Company in an involuntary case;

     (ii)   appoints a custodian of the Company for all or substantially all of
            the property of the Company; or

     (iii)  orders the liquidation of the Company;

and the order or decree remains unstayed and in effect for 60 consecutive days;
or

(g)  any other event provided with respect to Securities of that series in the
     terms thereof as contemplated by Section 2.02 hereof shall occur.

                                       25
<Page>

The term "CUSTODIAN" as used in this Article 6 means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

A Default under clause (d) with respect to the Securities of any series is not
an Event of Default until the Trustee notifies the Company, or the Holders of at
least 25% in principal amount of the then outstanding Securities of all series
affected by the Default (treating all such series as a single class) notify the
Company and the Trustee, of the Default and the Company does not cure the
Default within 60 days after receipt of the notice. The notice must specify the
Default, demand that it be remedied and state that the notice is a "NOTICE OF
DEFAULT."

Section 6.02. ACCELERATION.

If any Event of Default with respect to one or more series of Securities (other
than an Event of Default specified in clause (e) or (f) of Section 6.01 hereof)
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Securities of all series with respect
to which an Event of Default shall have occurred and be continuing (treating all
such series as a single class) may declare all the Securities of all such series
to be due and payable immediately. Upon any such declaration, the principal of,
premium, if any, and accrued and unpaid interest with respect to the Securities
of all such series shall become due and payable immediately. Notwithstanding the
foregoing, if an Event of Default specified in clause (e) or (f) of Section 6.01
hereof occurs with respect to the Company, all outstanding Securities of all
series shall be due and payable immediately without further action or notice.

Section 6.03. OTHER REMEDIES.

If an Event of Default occurs and is continuing, the Trustee may pursue any
available remedy to collect the payment of principal, premium, if any, and
interest on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Security in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04. WAIVER OF PAST DEFAULTS; RESCISSION OF ACCELERATION.

Holders of a majority in aggregate principal amount of the then outstanding
Securities of all series affected (treating all such series as a single class)
may, by notice to the Trustee, on behalf of the Holders of all of the Securities
of all such series, waive an existing Default or Event of Default and its
consequences hereunder (including in connection with an offer to purchase or
exchange), except a continuing Default or Event of Default in the payment of the
principal of, premium, if any, interest on, or any sinking fund payment with
respect to, the Securities of such series, and except a continuing Default or
Event of Default under any provision of this Indenture that, under Section 9.02,
cannot be modified or waived without the consent of a greater number of Holders
or of each Holder affected. Upon any such waiver, such Default or Event of
Default 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 Event of
Default or impair any right consequent

                                       26
<Page>

thereon. The Holders of a majority in aggregate principal amount of the then
outstanding Securities of all series affected (treating all such series as a
single class) may also rescind an acceleration and its consequences with respect
to all such series, including any related payment default that resulted from
such acceleration, but not including any other payment default.

Section 6.05. CONTROL BY MAJORITY.

Holders of a majority in principal amount of the then outstanding Securities of
all series with respect to which an Event of Default shall have occurred and be
continuing (treating all such series as a single class) may direct the time,
method and place of conducting any proceeding for exercising any remedy
available to the Trustee or exercising any trust or power conferred on it;
provided that

     (i)    such direction shall not be in conflict with any law or rule or with
            this Indenture;

     (ii)   the Trustee may take any other action deemed proper by the Trustee
            which is not inconsistent with such direction; and

     (iii)  the Trustee need not take any action which might involve it in
            personal liability or be unduly prejudicial to the Holders of
            Securities of such series not joining therein.

Section 6.06. LIMITATION ON SUITS.

A Holder of a Security of any series may pursue a remedy with respect to this
Indenture or the Securities of such series only if:

(a)  the Holder of a Security of any or all series affected gives to the Trustee
     written notice of a continuing Event of Default;

(b)  the Holders of at least 25% in principal amount of the then outstanding
     Securities of all affected series (treating all such series as a single
     class) make a written request to the Trustee to pursue the remedy;

(c)  such Holder or Holders offer and, if requested, provide to the Trustee
     indemnity satisfactory to the Trustee against any loss, liability or
     expense;

(d)  the Trustee does not comply with the request within 30 days after receipt
     of the request and the offer and, if requested, the provision of indemnity;
     and

(e)  during such 30-day period the Holders of a majority in principal amount of
     the then outstanding Securities of all such series (treating all such
     series as a single class) do not give the Trustee a direction inconsistent
     with the request.

A Holder of a Security may not use this Indenture to prejudice the rights of
another Holder of a Security or to obtain a preference or priority over another
Holder of a Security.

                                       27
<Page>

Section 6.07. RIGHTS OF HOLDERS OF SECURITIES TO RECEIVE PAYMENT.

Notwithstanding any other provision of this Indenture, the right of any Holder
of a Security of any series to receive payment of principal, premium, if any,
and interest on such Security, on or after the respective due dates expressed in
such Security (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

Section 6.08. COLLECTION SUIT BY TRUSTEE.

If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing with respect to any series of Securities, the Trustee is authorized
to recover judgment in its own name and as Trustee of an express trust against
the Company for the whole amount of principal of, premium, if any, and interest
remaining unpaid on such Securities and interest on overdue principal and, to
the extent lawful, interest and 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.

Section 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

The Trustee is authorized to file such proofs of claim and 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 the
Holders of the Securities of any series allowed in any judicial proceedings
relative to the Company (or any other obligor upon the Securities), its
creditors or its property and shall be entitled and empowered to collect,
receive and distribute any money or other property payable or deliverable on any
such claims and any custodian 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 to 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 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Securities of any series or the rights of any Holder, or to
authorize the Trustee to vote in respect of the claim of any Holder in any such
proceeding.

                                       28
<Page>

Section 6.10. PRIORITIES.

If the Trustee collects any money or other property pursuant to this Article, it
shall pay out the money or other property in the following order:

FIRST: to the Trustee, its agents and attorneys for amounts due under Section
7.07 hereof, including payment of all compensation, expense and liabilities
incurred, and all advances made, by the Trustee and the costs and expenses of
collection;

SECOND: to Holders of Securities for amounts due and unpaid on the Securities
for principal, premium, if any, interest and any other amounts, ratably, without
preference or priority of any kind, according to the amounts due and payable on
the Securities for principal, premium, if any, interest and other amounts,
respectively; and

THIRD: to the Company or to such party as a court of competent jurisdiction
shall direct.

The Trustee may fix a record date and payment date for any payment to Holders of
Securities pursuant to this Section 6.10.

Section 6.11. UNDERTAKING FOR COSTS.

In any suit for the enforcement of any right or remedy under this Indenture or
in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder of a Security pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Securities of any series.

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01. DUTIES OF TRUSTEE.

(a)  If an Event of Default has occurred and is continuing, the Trustee shall
     exercise such of the rights and powers vested in it by this Indenture or an
     indenture supplemental hereto, and use the same degree of care and skill in
     its exercise, as a prudent person would exercise or use under the
     circumstances in the conduct of its own affairs.

(b)  Except during the continuance of an Event of Default:

     (i)    the duties of the Trustee shall be determined solely by the express
            provisions of this Indenture or an indenture supplemental hereto,
            and the Trustee need perform only those duties that are specifically
            set forth in this Indenture or an indenture supplemental hereto and
            no others, and no implied covenants or obligations shall be read
            into this Indenture or an indenture supplemental hereto against the
            Trustee; and

                                       29
<Page>

     (ii)   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. However, the Trustee shall examine the
            certificates and opinions to determine whether or not they conform
            to the requirements of this Indenture.

(c)  The Trustee may not be relieved from liabilities for its own negligent
     action, its own negligent failure to act, or its own willful misconduct,
     except that:

     (i)    this paragraph does not limit the effect of paragraph (b) of this
            Section;

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

     (iii)  the Trustee shall not be liable with respect to any action it takes
            or omits to take in good faith in accordance with a direction
            received by it pursuant to Section 6.05 hereof.

(d)  Whether or not therein expressly so provided, every provision of this
     Indenture that in any way relates to the Trustee is subject to paragraphs
     (a), (b), and (c) of this Section.

(e)  No provision of this Indenture shall require the Trustee to expend or risk
     its own funds or incur any liability. The Trustee shall be under no
     obligation to exercise any of its rights and powers under this Indenture at
     the request of any Holders, unless such Holders shall have offered to the
     Trustee security and indemnity satisfactory to it against any loss,
     liability or expense.

(f)  The Trustee shall not be liable for interest on any money received by it
     except as the Trustee may agree in writing with the Company. Money held in
     trust by the Trustee need not be segregated from other funds except to the
     extent required by law.

Section 7.02. RIGHTS OF TRUSTEE.

(a)  The Trustee may conclusively rely upon any document believed by it to be
     genuine and to have been signed or presented by the proper Person. The
     Trustee need not investigate any fact or matter stated in the document.

(b)  Before the Trustee acts or refrains from acting, it may require an
     Officers' Certificate or an Opinion of Counsel or both. The Trustee shall
     not be liable for any action it takes or omits to take in good faith in
     reliance on such Officers' Certificate or Opinion of Counsel. 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
     from liability in respect of any action taken, suffered or omitted by it
     hereunder in good faith and in reliance thereon.

                                       30
<Page>

(c)  The Trustee may act through its attorneys and agents and shall not be
     responsible for the misconduct or negligence of any agent appointed with
     due care.

(d)  The Trustee shall not be liable for any action it takes or omits to take in
     good faith that it believes to be authorized or within the rights or powers
     conferred upon it by this Indenture.

(e)  Unless otherwise specifically provided in this Indenture, any demand,
     request, direction or notice from the Company shall be sufficient if signed
     by an Officer of the Company.

(f)  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 unless such Holders shall have offered to the Trustee
     reasonable security or indemnity satisfactory to it against the costs,
     expenses and liabilities that might be incurred by it in compliance with
     such request or direction.

Section 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Company or any Affiliate
of the Company with the same rights it would have if it were not Trustee.
However, in the event that the Trustee acquires any conflicting interest (within
the meaning of TIA ss. 310(b)) it must eliminate such conflicting interest
within 90 days after Default, apply to the SEC for permission to continue as
trustee, or resign. Any Agent may do the same with like rights and duties.

Section 7.04. TRUSTEE'S DISCLAIMER.

The Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Securities; it shall not be
accountable for the Company's use of the proceeds from the Securities or any
money paid to the Company or upon the Company's direction under any provision of
this Indenture; it shall not be responsible for the use or application of any
money received by any Paying Agent other than the Trustee; and it shall not be
responsible for any statement or recital herein or any statement in the
Securities or any other document in connection with the sale of the Securities
or pursuant to this Indenture other than its certificate of authentication.

Section 7.05. NOTICE OF DEFAULTS.

If a Default or Event of Default occurs and is continuing and if a Responsible
Officer of the Trustee has actual knowledge of such Default or Event of Default,
the Trustee shall mail to Holders of Securities a notice of the Default or Event
of Default within 90 days after it occurs. Except in the case of a Default or
Event of Default in payment of principal of, or interest on, any Security, the
Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Securities.

                                       31
<Page>

Section 7.06. REPORTS BY TRUSTEE TO HOLDERS OF THE SECURITIES.

On or before July 31 of each year, beginning with the July 31 following the date
on which Securities are first issued under this Indenture, and for so long as
Securities remain outstanding, the Trustee shall mail to the Holders of the
Securities a brief report dated as of such reporting date that complies with TIA
ss. 313(a) (but if no event described in TIA ss. 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted). The
Trustee also shall comply with TIA ss. 313(b)(2). The Trustee shall also
transmit by mail all reports as required by TIA ss. 313(c). A copy of each
report at the time of its mailing to the Holders of Securities shall be mailed
to the Company and filed with the SEC and each stock exchange on which the
Securities are listed in accordance with TIA ss. 313(d). The Company shall
promptly notify the Trustee when the Securities are listed on any stock
exchange.

Section 7.07. COMPENSATION AND INDEMNITY.

The Company shall pay to the Trustee from time to time such compensation for its
acceptance of this Indenture and services hereunder as the Company and Trustee
have separately agreed. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee promptly upon request for all reasonable disbursements,
advances and expenses incurred or made by it in addition to the compensation for
its services. Such expenses shall include the reasonable compensation,
disbursements and expenses of the Trustee's agents and counsel.

The Company shall indemnify the Trustee against any and all losses, liabilities
or expenses incurred by it arising out of or in connection with the acceptance
or administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section
7.07) and defending itself against any claim (whether asserted by the Company or
any Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or willful
misconduct. The Trustee shall notify the Company promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. The Company shall defend the
claim, and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel, and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent, which consent shall not be unreasonably withheld.

The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture, and the removal or resignation of
the Trustee.

To secure the Company's payment obligations in this Section, the Trustee shall
have a lien prior to the Securities on all money or property held or collected
by the Trustee, except that held in trust to pay principal of, premium, if any,
and interest on particular Securities. Such lien shall survive the satisfaction
and discharge of this Indenture.

When the Trustee incurs expenses or renders services after an Event of Default
specified in Section 6.01(e) or (f) hereof occurs, the expenses and the
compensation for the services

                                       32
<Page>

(including the fees and expenses of its agents and counsel) are intended to
constitute expenses of administration under any Bankruptcy Law.

Section 7.08. REPLACEMENT OF TRUSTEE.

A resignation or removal of the Trustee and appointment of a successor Trustee
shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

The Trustee may resign with respect to one or more or all series of Securities
at any time and be discharged from the trust hereby created by so notifying the
Company in writing. The Holders of a majority in principal amount of the then
outstanding Securities of any series may remove the Trustee with respect to such
series by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

(a)  the Trustee ceases to be eligible in accordance with Section 7.10 hereof;

(b)  the Trustee is adjudged bankrupt or insolvent or an order for relief is
     entered with respect to the Trustee under any Bankruptcy Law;

(c)  a custodian or public officer takes charge of the Trustee or its property;
     or

(d)  the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of
Trustee for any reason, the Company shall promptly appoint a successor Trustee.
Within one year after the successor Trustee takes office, the Holders of a
majority in principal amount of the then outstanding Securities of a series may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company with respect to that series of Securities.

If a successor Trustee does not take office within 60 days after the retiring
Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders
of at least 10% in principal amount of the then outstanding Securities may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

If the Trustee, after written request by any Holder of a Security who has been a
Holder of a Security for at least six months, ceases to be eligible in
accordance with Section 7.10, such Holder of a Security may petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the
retiring Trustee and to the Company. Thereupon, the resignation or removal of
the retiring Trustee shall become effective, and the successor Trustee shall
have all the rights, powers and duties of the Trustee under this Indenture. The
successor Trustee shall mail a notice of its succession to Holders of the
Securities. The retiring Trustee shall promptly transfer all property held by it
as Trustee to the successor Trustee, PROVIDED all sums owing to the Trustee
hereunder have been paid and subject to the lien provided for in Section 7.07
hereof. Notwithstanding replacement of the

                                       33
<Page>

Trustee pursuant to this Section 7.08, the Company's obligations under Section
7.07 hereof shall continue for the benefit of the retiring Trustee.

If a successor Trustee is appointed 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 any applicable series shall execute
and deliver an indenture supplemental hereto which 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 any series as to which the predecessor Trustee is not retiring shall continue
to be vested in the predecessor Trustee, and 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 as 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.

Section 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

Section 7.10. ELIGIBILITY; DISQUALIFICATION.

There shall at all times be a Trustee hereunder that is a corporation organized
and doing business under the laws of the United States of America or of any
state thereof that is authorized under such laws to exercise corporate trust
powers, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50,000,000
as set forth in its most recent published annual report of condition.

This Indenture shall always have a Trustee who satisfies the requirements of
TIAss. 310(a)(1), (2) and (5). The Trustee is subject to TIAss. 310(b).

Section 7.11. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

The Trustee is subject to TIA ss. 311(a), excluding any creditor relationship
described in TIA ss. 311(b). A Trustee who has resigned or been removed shall be
subject to TIA ss. 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

(a)  The Company may, at the option of its Board of Directors evidenced by a
     resolution set forth in an Officers' Certificate, at any time, elect to
     have either Section 8.02 or 8.03

                                       34
<Page>

     hereof, with such modifications thereto as may be specified in the Board
     Resolution or supplemental indenture establishing a particular series of
     Securities, be applied to all outstanding Securities of one or more series
     upon compliance with the conditions set forth below in this Article 8.

(b)  As an alternative to having Section 8.02 or 8.03 be applied to all
     outstanding Securities of one or more series, the Company may terminate its
     obligations under the Securities of one or more series and its obligations
     under this Indenture in respect of such series of Securities (except those
     obligations referred to in the penultimate paragraph of this Section
     8.01(b), and any obligation of the Company to convert or exchange
     Securities of such series as expressly provided for in the Board Resolution
     or indenture supplemental hereto establishing such Series) (1) if (i) all
     Securities of such series theretofore authenticated and delivered (except
     lost, stolen or destroyed Securities that have been replaced or paid and
     Securities for whose payment cash in United States dollars 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 8.06) have been delivered to the Trustee for cancellation; (ii)
     the Company has paid all sums payable by it hereunder or under the
     applicable Board Resolution or indenture supplemental hereto in respect of
     such series of Securities; and (iii) the Company shall have delivered to
     the Trustee an Officer's Certificate and an Opinion of Counsel, each
     stating that all conditions precedent relating to the satisfaction and
     discharge of this Indenture have been complied with; or (2) if (i) either
     (A) in the case of a series of Securities redeemable prior to its stated
     maturity, the Company shall, pursuant to Article 3, have given notice to
     the Trustee and mailed a notice of redemption to each Holder of Securities
     of such series of the redemption of all of such Securities under
     arrangements satisfactory to the Trustee for the giving of such notice or
     (B) all Securities of such series have otherwise become due and payable
     hereunder or will become due and payable within one year; (ii) the Company
     shall have irrevocably deposited or caused to be deposited with the Trustee
     (or a trustee satisfactory to the Trustee, under the terms of an
     irrevocable trust agreement in form and substance satisfactory to the
     Trustee), as trust funds in trust solely for the benefit of the Holders of
     Securities of such series for that purpose, cash in United States dollars
     in such amount as is sufficient without consideration of reinvestment of
     interest or other earnings on such cash, to pay the entire indebtedness on
     such Securities not theretofore delivered to the Trustee for cancellation,
     for the principal of, premium, if any, and interest on the outstanding
     Securities of such series 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; (iii) no Default or Event of Default
     with respect to this Indenture or the Securities shall have occurred and be
     continuing on the date of such deposit or shall occur as a result of such
     deposit and such deposit will not result in a breach or violation of, or
     constitute a default under, any other instrument to which the Company is
     bound; (iv) the Company shall have paid all other sums payable by it
     hereunder in respect of Securities of such series; and (v) the Company
     shall have delivered to the Trustee an Officers' Certificate and an Opinion
     of Counsel, each stating that all conditions precedent relating to the
     satisfaction and discharge of this Indenture have been complied with.

                                       35
<Page>

Notwithstanding the foregoing paragraph, the Company's obligations in Sections
2.07, 2.08, 2.09, 2.10, 4.01, including any provision of the applicable Board
Resolution or indenture supplemental hereto relating to the payment of
principal, premium or interest, 4.02, 7.07, 8.06 and 8.07 shall survive with
respect to the Securities of the applicable series until they are no longer
outstanding pursuant to the last paragraph of Section 2.10. After the Securities
of the applicable series are no longer outstanding, the Issuer's obligations in
Sections 7.07, 8.06 and 8.07 shall survive in respect of Securities of the
applicable series.

After such delivery or irrevocable deposit, the Trustee upon request shall
acknowledge in writing the discharge of the Company's obligations under the
Securities of the applicable series and the Company's obligations under this
Indenture with respect to the Securities of such series, except for those
surviving obligations specified above.

Section 8.02. LEGAL DEFEASANCE AND DISCHARGE.

Upon the Company's exercise under Section 8.01 hereof of the option applicable
to this Section 8.02 relating to one or more series of Securities, the Company
shall, upon the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from its obligations with respect to all
outstanding Securities of such series on the date the conditions set forth below
are satisfied (hereinafter, "LEGAL DEFEASANCE"). For this purpose, Legal
Defeasance means that the Company shall be deemed to have paid and discharged
the entire indebtedness represented by the outstanding Securities of the
applicable series, which shall thereafter be deemed to be "OUTSTANDING" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all of its other
obligations under the Securities of the applicable series and under the
provisions of this Indenture applicable to such series (and the Trustee, on
demand of and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Securities of the applicable series to receive solely from the trust
fund described in Section 8.04 hereof, and as more fully set forth in such
Section, payments in respect of the principal of, premium, if any, and interest,
on such Securities when such payments are due, (b) the Company's obligations
with respect to such Securities under Article 2 and Section 4.02 hereof, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder, and the
Company's obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

Section 8.03. COVENANT DEFEASANCE.

Upon the Company's exercise under Section 8.01 hereof of the option applicable
to this Section 8.03 relating to one or more series of Securities, the Company
shall, upon the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from its obligations under the covenants contained in Sections 4.03,
4.04, 4.05 and 4.06 hereof with respect to the outstanding Securities of the
applicable series, and under any other covenants specified in the supplemental
indenture or other terms of the applicable series as covenants to which this
Section 8.03 apply, on and after the date the conditions set forth below are
satisfied (hereinafter, "COVENANT DEFEASANCE"), and the Securities of the
applicable series shall thereafter be deemed not

                                       36
<Page>

"OUTSTANDING" for the purposes of any direction, waiver, consent or declaration
or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed "OUTSTANDING" for all other purposes
hereunder (it being understood that the Securities of the applicable series
shall not be deemed outstanding for accounting purposes). For this purpose,
Covenant Defeasance means that, with respect to the "OUTSTANDING" Securities of
the applicable series, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Securities shall be unaffected thereby.

Section 8.04. CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

The following shall be the conditions to the application of either Section 8.02
or 8.03 hereof to the outstanding Securities of one or more series:

In order to exercise either Legal Defeasance or Covenant Defeasance:

(a)  the Company must irrevocably deposit with the Trustee, (or another trustee
     satisfying the requirements of Section 7.10, who shall agree to comply with
     the provisions of this Article 8 applicable to it) in trust, for the
     benefit of the Holders of the Securities of the applicable series, (i) an
     amount of cash in United States dollars, (ii) non-callable U.S. Government
     Obligations which, through scheduled payment of principal and interest in
     respect thereof in accordance with their terms, will provide, not later
     than one Business Day before the due date of any payment of principal of,
     premium, if any, or interest on the Securities of such series, cash in an
     amount, or (iii) a combination thereof, sufficient, in the opinion of a
     nationally recognized firm of independent public accountants, to pay the
     principal of, interest and premium, if any, on the outstanding Securities
     of the applicable series on the Stated Maturity or on the applicable
     redemption date, as the case may be, and any mandatory sinking fund
     payments applicable to the Securities of such series on the day on which
     such payments are due, and the Company must specify whether the Securities
     of the applicable series are being defeased to maturity or to a particular
     redemption date;

(b)  in the case of an election under Section 8.02 hereof, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming that (i) the Company has
     received from, or there has been published by, the Internal Revenue Service
     a ruling or (ii) since the date of this Indenture, there has been a change
     in the applicable federal income tax law, in either case to the effect
     that, and based thereon such Opinion of Counsel shall confirm that, the
     Holders of the outstanding Securities of the applicable series will not
     recognize income, gain or loss for federal income tax purposes as a result
     of such Legal Defeasance and will be subject to federal income tax on the
     same amounts, in the same manner and at the same times as would have been
     the case if such Legal Defeasance had not occurred;

                                       37
<Page>

(c)  in the case of an election under Section 8.03 hereof, the Company shall
     have delivered to the Trustee an Opinion of Counsel in the United States
     reasonably acceptable to the Trustee confirming that the Holders of the
     outstanding Securities of the applicable series will not recognize income,
     gain or loss for federal income tax purposes as a result of such Covenant
     Defeasance and will be subject to federal income tax on the same amounts,
     in the same manner and at the same times as would have been the case if
     such Covenant Defeasance had not occurred;

(d)  no Default or Event of Default shall have occurred and be continuing on the
     date of such deposit (other than a Default or Event of Default resulting
     from the borrowing of funds to be applied to such deposit) or insofar as
     Sections 6.01(e) or (f) hereof are concerned, at any time in the period
     ending on the 91st day after the date of deposit (or greater period of time
     in which any such deposit of trust funds may remain subject to bankruptcy
     or insolvency laws insofar as those apply to the deposit by the Company);

(e)  the Company shall have delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that all conditions precedent
     provided for or relating to the Legal Defeasance or the Covenant Defeasance
     have been complied with.

Section 8.05. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
              TRUST; OTHER MISCELLANEOUS PROVISIONS.

Subject to Section 8.06 hereof, all money and non-callable U.S. Government
Obligations (including the proceeds thereof) deposited with the Trustee (or
other qualifying trustee, collectively for purposes of this Section 8.05, the
"TRUSTEE") pursuant to Section 8.04 hereof in respect of the outstanding
Securities of the applicable series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Securities of all sums due and to become due thereon in
respect of principal, premium, if any, and interest, but such money need not be
segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the cash or non-callable U.S. Government
Obligations deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding
Securities of the applicable series.

Anything in this Article 8 to the contrary notwithstanding, the Trustee shall
deliver or pay to the Company from time to time upon the request of the Company
any money or non-callable U.S. Government Obligations held by it as provided in
Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance
of the applicable series.

                                       38
<Page>

Section 8.06. REPAYMENT TO COMPANY.

Any money and U.S. Government Obligations deposited with the Trustee or any
Paying Agent, or then held by the Company, in trust for the payment of the
principal of, premium or interest on any Security and remaining unclaimed for
two years after such principal, and premium, if any, or interest has become due
and payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Security
shall thereafter look only to the Company for payment thereof, and all liability
of the Trustee or such Paying Agent with respect to such money and U.S.
Government Obligations, 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 the NEW YORK TIMES and THE WALL STREET
JOURNAL (national edition), 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 notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

Section 8.07. REINSTATEMENT.

If the Trustee or Paying Agent is unable to apply any United States dollars or
non-callable U.S. Government Obligations deposited pursuant to Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the obligations of the Company under this Indenture and the
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying
Agent is permitted to apply all such money in accordance with Section 8.02 or
8.03 hereof, as the case may be; PROVIDED, HOWEVER, that, if the Company makes
any payment of principal of, premium or interest on any Security following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Securities to receive such payment from the money held by
the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. WITHOUT CONSENT OF HOLDERS OF SECURITIES.

Notwithstanding Section 9.02 of this Indenture, the Company and the Trustee may
amend or supplement this Indenture or the Securities without the consent of any
Holder of a Security:

(a)  to evidence the succession of another Person to the Company, or successive
     successions, and the assumption by the successor Person of the covenants,
     agreements and obligations of the Company pursuant to Article 5 hereof;

(b)  to add to the covenants of the Company such further covenants, restrictions
     or conditions for the protection 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 for the benefit of such series) as the Board of Directors and the

                                       39
<Page>

     Trustee shall consider to be for the protection of the Holders of such
     Securities, and to make the occurrence, or the occurrence and continuance,
     of a default in any of such additional covenants, restrictions or
     conditions a default or an Event of Default permitting the enforcement of
     all or any of the several remedies provided in this Indenture as herein set
     forth; provided, however, that in respect of any such additional covenant,
     restriction or condition such supplemental indenture may provide for a
     particular period of grace after default (which period may be shorter or
     longer than that allowed in the case of other defaults) or may provide for
     an immediate enforcement upon such default or may limit the remedies
     available to the Trustee upon such default;

(c)  to provide for the issuance under this Indenture of Securities in coupon
     form (including Securities registrable as to principal only) and to provide
     for exchangeability of such Securities with the Securities issued hereunder
     in fully registered form and to make all appropriate changes for such
     purpose;

(d)  to cure any ambiguity or to correct or supplement any provision contained
     herein or in any supplemental indenture which may be defective or
     inconsistent with any other provision contained herein or in any
     supplemental indenture, or to make such other provisions in regard to
     matters or questions arising under this Indenture; provided that any such
     action shall not adversely affect the interests of the Holders of the
     Securities;

(e)  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
     7.08;

(f)  to make any change that does not adversely affect the rights of any Holder;
     or

(g)  to provide for the issuance of and establish the form and terms and
     conditions of the Securities of any series, to establish the form of any
     certifications required to be furnished pursuant to the terms of this
     Indenture or any series of Securities, or to add to the rights of the
     Holders of any series of Securities.

Upon the request of the Company accompanied by a copy of a Board 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 the certificate, authorizing the execution of any such amended or
supplemental indenture, and upon receipt by the Trustee of the documents
described in Section 7.02 hereof, the Trustee shall join with the Company in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02. WITH CONSENT OF HOLDERS OF SECURITIES.

Except as provided below in this Section 9.02, the Company and the Trustee may
amend or supplement this Indenture, or the Securities of any series may be
amended or supplemented, with

                                       40
<Page>

the consent of the Holders of a majority in principal amount of the Securities
then outstanding of all series affected by such supplemental indenture (voting
as a single class) (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Securities), and, subject to Sections 6.04 and 6.07 hereof, any existing Default
or Event of Default (other than a Default or Event of Default in the payment of
the principal of, premium or interest on the Securities) or compliance with any
provision of this Indenture or the Securities of such series may be waived with
the consent of the Holders of a majority in principal amount of the Securities
then outstanding of all series affected by such waiver (voting as a single
class) (including, without limitation, consents obtained in connection with a
purchase of, or tender offer or exchange offer for the Securities).

Upon the request of the Company accompanied by a copy of a Board 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 the certificate, authorizing the execution of any such amended or
supplemental indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Securities of each
such series as aforesaid, and upon receipt by the Trustee of the documents
described in Section 7.02(b) hereof, the Trustee shall join with the Company in
the execution of such amended or supplemental indenture unless such amended or
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such amended or
supplemental indenture.

It shall not be necessary for the consent of the Holders of Securities under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

After an amendment, supplement or waiver under this Section 9.02 becomes
effective, the Company shall mail to the Holders of Securities of such series
affected thereby a notice briefly describing the amendment, supplement or
waiver. Any failure of the Company to mail such notice, or any defect therein,
shall not, however, in any way impair or affect the validity of any such amended
or supplemental indenture or waiver.

However, without the consent of each Holder of Securities affected, an amendment
or waiver may not (with respect to any Securities held by a non-consenting
Holder):

(a)  reduce the principal amount of the Securities whose Holders must consent to
     an amendment, supplement or waiver;

(b)  reduce the principal of or change the fixed maturity of the principal of,
     premium, if any, or mandatory sinking fund obligation, if any, with respect
     to any Securities of any series or alter the provisions with respect to the
     redemption of the Securities;

(c)  reduce the rate of or change the time for payment of interest, including
     default interest, on any Security of any series;

(d)  waive a Default or Event of Default in the payment of principal of or
     interest or premium on the Securities of any series (except a rescission of
     acceleration of the Securities by the

                                       41
<Page>

     Holders of a majority in aggregate principal amount of the Securities of
     one or more affected series and a waiver of the payment default that
     resulted from such acceleration);

(e)  make any Security of any series payable in currency other than that stated
     in the Securities of such series;

(f)  make any change in the provisions of this Indenture relating to waivers of
     past Defaults or the rights of Holders of Securities to receive payments of
     principal of or interest or premium on the Securities;

(g)  waive a redemption payment with respect to any Security; or

(h)  make any change in Section 6.04 or 6.07 hereof or in the amendment and
     waiver provisions of Section 9.01 or this Section 9.02.

Section 9.03. COMPLIANCE WITH TRUST INDENTURE ACT.

Every amendment or supplement to this Indenture or the Securities shall be set
forth in an amended or supplemental indenture that complies with the TIA as then
in effect.

Section 9.04. REVOCATION AND EFFECT OF CONSENTS.

Until an amendment, supplement or waiver becomes effective, a consent to it by a
Holder of a Security is a continuing consent by the Holder of a Security and
every subsequent Holder of a Security or portion of a Security that evidences
the same debt as the consenting Holder's Securities, even if notation of the
consent is not made on any Securities. However, any such Holder of a Security or
subsequent Holder of a Security may revoke the consent as to its Securities if
the Trustee receives written notice of revocation before the date the waiver,
supplement or amendment becomes effective. An amendment, supplement or waiver
becomes effective in accordance with its terms and thereafter binds every
Holder.

Section 9.05. NOTATION ON OR EXCHANGE OF SECURITIES.

The Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Securities thereafter authenticated. The Company in exchange for
all Securities may issue and the Trustee shall authenticate new Securities that
reflect the amendment, supplement or waiver.

Failure to make the appropriate notation or to issue new Securities shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

The Company may not sign an amendment or supplemental indenture until its Board
of Directors approves it. The Trustee shall sign any amendment or supplemental
indenture authorized pursuant to this Article 9 if the amendment or supplement
does not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may, but need not, sign it. In signing or
refusing to sign such amendment or supplemental indenture, the Trustee shall be

                                       42
<Page>

entitled to receive and shall be fully protected in relying upon, an Officers'
Certificate and an Opinion of Counsel as conclusive evidence that such amendment
or supplemental indenture is authorized or permitted by this Indenture, that it
is not inconsistent herewith, and that it will be valid and binding upon the
Company in accordance with its terms.

                                   ARTICLE 10.
                               MEETINGS OF HOLDERS

Section 10.01. PURPOSES FOR WHICH MEETING MAY BE CALLED.

A meeting of Holders of Securities of any series may be called at any time and
from time to time pursuant to this Article 10 to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

Section 10.02. CALL, NOTICE AND PLACE OF MEETINGS.

(a)  The Trustee may at any time call a meeting of Holders of Securities of any
     series for any purpose specified in Section 10.01, to be held at such time
     and at such place in the Borough of Manhattan, The City of New York, or in
     such other place as the Trustee shall determine. Notice of every meeting of
     Holders of Securities of any series, setting forth the time and the place
     of such meeting and in general terms the action proposed to be taken at
     such meeting, shall be given, in the manner provided in Section 11.02, not
     less than 20 nor more than 180 days prior to the date fixed for the
     meeting.

(b)  In case at any time the Company, by or pursuant to a Board Resolution, or
     the Holders of at least 25% in principal amount of the outstanding
     Securities of any series shall have requested the Trustee to call a meeting
     of the Holders of Securities of such series for any purpose specified in
     Section 10.01 by written request setting forth in reasonable detail the
     action proposed to be taken at the meeting, and the Trustee shall not have
     mailed notice of such meeting within 20 days after receipt of such request
     or shall not thereafter proceed to cause the meeting to be held as provided
     herein, then the Company or the Holders of Securities of such series in the
     amount above specified, as the case may be, may determine the time and the
     place for such meeting and may call such meeting for such purposes by
     giving notice thereof as provided in clause (a) of this Section.

Section 10.03. PERSONS ENTITLED TO VOTE AT MEETINGS.

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

                                       43
<Page>

Section 10.04. QUORUM; ACTION.

The Persons entitled to vote a majority in principal amount of the outstanding
Securities of a series shall constitute a quorum for a meeting of Holders of
Securities of such series; provided, however, that if any action is to be taken
at such meeting with respect to a consent or waiver which this Indenture (or any
Board Resolution or indenture supplemental hereto establishing a series of
Securities hereunder) expressly provides may be given by the Holders of more or
less than a majority in principal amount of the outstanding Securities of a
series, the Persons entitled to vote such percentage in principal amount of the
outstanding Securities of such series shall constitute a quorum. In the absence
of a quorum within 30 minutes after the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any such
adjourned meeting shall be given as provided in Section 10.02(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the outstanding Securities of such series which shall
constitute a quorum.

Except as otherwise provided in Section 6.02 or 9.02 (or in any Board Resolution
or indenture supplemental hereto establishing a series of Securities hereunder),
any resolution presented to a meeting or adjourned meeting duly reconvened at
which a quorum is present as aforesaid may be adopted only by the affirmative
vote of the Holders of a majority in principal amount of the outstanding
Securities of that series; provided, however, that, except as otherwise provided
in Section 6.02 or 9.02 (or in any Board Resolution or indenture supplemental
hereto establishing a series of Securities hereunder), any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture or any supplemental indenture
expressly provides may be made, given or taken by the Holders of a specified
percentage in principal amount of the outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the outstanding Securities of such
series.

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

Section 10.05. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
               MEETINGS.

(a)  Notwithstanding any other provisions of this Indenture, the Trustee may
     make such reasonable regulations as it may deem advisable for any meeting
     of Holders of Securities of a series in regard to proof of the holding of
     Securities of such series and of the appointment of proxies and in regard
     to the appointment and duties of inspectors of votes,

                                       44
<Page>

     the submission and examination of proxies, certificates and other evidence
     of the right to vote, and such other matters concerning the conduct of the
     meeting as it shall deem appropriate. Except as otherwise permitted or
     required by any such regulations, the holding of Securities shall be proved
     in the manner specified in Section 1.05 and the appointment of any proxy
     shall be proved in the manner specified in Section 1.05. Such regulations
     may provide that written instruments appointing proxies, regular on their
     face, may be presumed valid and genuine without the proof specified in
     Section 1.05 or other proof.

(b)  The Trustee shall, by an instrument in writing, appoint a temporary
     chairman of the meeting, unless the meeting shall have been called by the
     Company or by Holders of Securities as provided in Section 10.02(b), in
     which case the Company or the Holders of Securities of the series calling
     the meeting, as the case may be, shall in like manner appoint a temporary
     chairman. A permanent chairman and a permanent secretary of the meeting
     shall be elected by vote of the Persons entitled to vote at least a
     majority in principal amount of the outstanding Securities of such series
     represented at the meeting.

(c)  At any meeting each Holder of a Security of such series or proxy shall be
     entitled to one vote for each $25 principal amount of the outstanding
     Securities of such series held or represented by him; provided, however,
     that no vote shall be cast or counted at any meeting in respect of any
     Security challenged as not outstanding and ruled by the chairman of the
     meeting to be not outstanding. The chairman of the meeting shall have no
     right to vote, except as a Holder of a Security of such series or proxy.

(d)  Any meeting of Holders of Securities of any series duly called pursuant to
     Section 10.02 at which a quorum is present may be adjourned from time to
     time by Persons entitled to vote at least a majority in principal amount of
     the outstanding Securities of such series represented at the meeting; and
     the meeting may be held as so adjourned without further notice.

Section 10.06. COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

(a)  The vote upon any resolution submitted to any meeting of Holders of
     Securities of any series shall be by written ballots on which shall be
     subscribed the signatures of the Holders of Securities of such series or of
     their representatives by proxy and the principal amounts and serial numbers
     of the outstanding Securities of such series held or represented by them.
     The permanent chairman of the meeting shall appoint two inspectors of votes
     who shall count all votes cast at the meeting for or against any resolution
     and who shall make and file with the secretary of the meeting their
     verified written reports in duplicate of all votes cast at the meeting. A
     record, at least in duplicate, of the proceedings of each meeting of
     Holders of Securities of any series shall be prepared by the secretary of
     the meeting and there shall be attached to said record the original reports
     of the inspectors of votes on any vote by ballot taken thereat and
     affidavits by one or more persons having knowledge of the facts setting
     forth a copy of the notice of the meeting and showing that said notice was
     given as provided in Section 10.02 and, if applicable, Section 10.04. Each
     copy shall be signed and verified by the affidavits of the permanent
     chairman and secretary of the meeting and one such copy

                                       45
<Page>

     shall be delivered to the Company, and another to the Trustee to be
     preserved by the Trustee, the latter to have attached thereto the ballots
     voted at the meeting. Any record so signed and verified shall be conclusive
     evidence of the matters therein stated.

Section 10.07. ARTICLE SUBJECT TO OTHER PROVISIONS.

Each provision of this Article 10 (whether or not expressly so stated) is
subject to any other provision of this Indenture (or any Board Resolution or
supplemental indenture establishing a series of Securities hereunder) that
provides that Securities of different series constitute a single class.

                                   ARTICLE 11.
                                  MISCELLANEOUS

Section 11.01. TRUST INDENTURE ACT CONTROLS.

This Indenture is subject to the provisions of the TIA that are required to be
part of this Indenture and shall, to the extent applicable, be governed by such
provisions.

Section 11.02. NOTICES.

Any notice or communication by the Company or the Trustee to the other is duly
given if in writing and delivered in person or mailed by first class mail
(registered or certified, return receipt requested), telecopier or overnight air
courier guaranteeing next day delivery, to the others' address:

If to the Company:

                                    RLI Corp.
                             9025 N. Lindbergh Drive
                             Peoria, Illinois 61615
                          Facsimile No.: (309) 689-2079
             Attention: Joseph E. Dondanville, Senior Vice President
                            & Chief Financial Officer

If to the Trustee:

                                 Bank One, N.A.
                                55 W. Monroe St.
                                   15th Floor
                             Chicago, Illinois 60670

The Company or the Trustee, by notice to the others may designate additional or
different addresses for subsequent notices or communications.

All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being

                                       46
<Page>

deposited in the mail, postage prepaid, if mailed; when receipt acknowledged or
confirmed, if telecopied; and the next Business Day after timely delivery to the
courier, if sent by overnight air courier guaranteeing next day delivery.

Any notice or communication to a Holder shall be mailed by first class mail or
by overnight courier guaranteeing next day delivery to its address shown on the
register kept by the Registrar. Any notice or communication shall also be so
mailed to any Person described in TIA ss. 313(c), to the extent required by the
TIA. Failure to mail a notice or communication to a Holder or any defect in it
shall not affect its sufficiency with respect to other Holders.

If a notice or communication is mailed in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders, it shall mail a copy
to the Trustee and each Agent at the same time.

Section 11.03. COMMUNICATION BY HOLDERS OF SECURITIES WITH OTHER HOLDERS OF
               SECURITIES.

Holders may communicate pursuant to TIA ss. 312(b) with other Holders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

Section 11.04. CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

Upon any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

(a)  an Officers' Certificate in form and substance reasonably satisfactory to
     the Trustee (which shall include the statements set forth in Section 11.05
     hereof) stating that, in the opinion of the signers, all conditions
     precedent and covenants, if any, provided for in this Indenture relating to
     the proposed action have been satisfied; and

(b)  an Opinion of Counsel in form and substance reasonably satisfactory to the
     Trustee (which shall include the statements set forth in Section 11.05
     hereof) stating that, in the opinion of such counsel, all such conditions
     precedent and covenants have been satisfied.

Section 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA ss. 314(a)(4)) shall comply with the provisions of TIA ss.
314(e) and shall include:

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

(b)  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;

                                       47
<Page>

(c)  a statement that, in the opinion of such Person, he or she 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
     satisfied; and

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

Section 11.06. RULES BY TRUSTEE AND AGENTS.

The Trustee may make reasonable rules for action by or at a meeting of Holders.
The Registrar or Paying Agent may make reasonable rules and set reasonable
requirements for its functions.

Section 11.07. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
               STOCKHOLDERS.

No past, present or future director, officer, employee, incorporator or
stockholder of the Company, as such, shall have any liability for any
obligations of the Company under the Securities, this Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder of Securities by accepting a Security waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Securities.

Section 11.08. GOVERNING LAW.

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE AND ENFORCE THIS INDENTURE AND THE SECURITIES.

Section 11.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 11.10. SUCCESSORS.

All agreements of the Company in this Indenture and the Securities shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors.

Section 11.11. SEVERABILITY.

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.

                                       48
<Page>

Section 11.12. COUNTERPART ORIGINALS.

The parties may sign any number of copies of this Indenture. Each signed copy
shall be an original, but all of them together represent the same agreement.
This Indenture will be effective when each party shall have signed and delivered
(including delivery by facsimile transmission), one or more counterparts to the
other, but it shall not be necessary for both parties to sign the same
counterpart.

Section 11.13. TABLE OF CONTENTS, HEADINGS, ETC.

The Table of Contents and Headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Indenture and shall in no way modify or restrict any
of the terms or provisions hereof.

                            [Signature Page Follows]

                                       49
<Page>

                                   SIGNATURES

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

                                     RLI CORP.


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

                                     BANK ONE, N.A.,
                                     AS TRUSTEE


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

                                       50
<Page>

                                   EXHIBIT A-1
                                 (Face of Note)

              __% [Series __] Senior Note due [__________ __, ____]

[INSERT THE GLOBAL NOTE LEGEND, IF APPLICABLE PURSUANT TO THE PROVISIONS OF THE
INDENTURE]

CUSIP:
No: $__________

                                    RLI CORP.

promises to pay to _______________ or registered assigns, the principal sum of
______________)

Dollars on _______________.

Interest Payment Dates: _______________.

Record Dates: _______________.


                                         RLI CORP.

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


This is one of the Notes referred to in the within-mentioned Indenture:


----------------------------------
as Trustee


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

<Page>

                                 (Back of Note)

              __% [Series __] Senior Note due [__________ __, ____]

Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

1.   INTEREST. RLI Corp., an Illinois corporation (the "Company"), promises to
pay interest on the principal amount of this Note at __% per annum from
[__________] until maturity. The Company will pay interest [__________] on
__________ and __________ of each year, or if any such day is not a Business
Day, on the next succeeding Business Day (each an "Interest Payment Date").
Interest on the Notes will accrue from the most recent date to which interest
has been paid or, if no interest has been paid, from the date of issuance;
provided that if there is no existing Default in the payment of interest, and if
this Note is authenticated between a record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; provided, further, that the first
Interest Payment Date shall be ___________. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.

2.   METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the __________ or __________ next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.14 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
provided that payment by wire transfer of immediately available funds will be
required with respect to principal of and interest and premium on, all Global
Notes and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

3.   PAYING AGENT AND REGISTRAR. Initially, __________, the Trustee under the
Indenture, will act as Paying Agent and Registrar. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company may act in
any such capacity.

4.   INDENTURE. The Company issued the Notes under an Indenture dated as of
__________ (the "Indenture") between the Company and the Trustee. The terms of
the Notes include those stated in the Indenture and in [a Supplemental
Indenture] [resolutions of [the [__________] Committee of ] the Company's Board
of Directors] dated ____________ , and those terms made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code ss.ss.
77aaa-77bbbb) (the "TIA"). The Notes are subject to all such terms, and Holders
are referred to the Indenture and the TIA for a statement of such terms. The
Notes are general obligations of the Company. "Notes" means this Note and all
other Notes of

<Page>

the series of which this Note is a part. The Notes are "Securities" within the
meaning of the Indenture, and references in the Indenture to "Securities"
(including terms such as "Global Securities") include the Notes (and any "Global
Notes" as used herein).

5.   OPTIONAL REDEMPTION.

[(a)] The Notes will not be redeemable at the Company's option prior to
__________. The Notes may be redeemed, in whole or in part, at the option of the
Company on or after __________, at the redemption prices specified below
(expressed as percentages of the principal amount thereof), in each case,
together with accrued and unpaid interest, hereon to the date of redemption,
upon not less than 30 nor more than 60 days' notice, if redeemed during the
twelve-month period beginning on __________ of the years indicated below:

                                                                 REDEMPTION
YEAR                                                               PRICE


[(b)] Notwithstanding the foregoing, prior to __________, the Company may, on
any one or more occasions, use the net proceeds of one or more offerings of its
capital stock to redeem up to __% of the aggregate principal amount of all notes
that had been issued under the Indenture up to the time of redemption at a
redemption price of __% the principal amount of the notes redeemed, plus accrued
and unpaid interest, to the date of redemption; provided that, after any such
redemption, the aggregate principal amount of the Notes outstanding (excluding
Notes held by the Company and its Subsidiaries) must equal at least __% of the
Notes that had been issued under the Indenture up to the time of redemption; and
provided further, that any such redemption shall occur within 90 days of the
date of closing of such offering of Capital Stock of the Company.]

6.   MANDATORY REDEMPTION. [The Company shall not be required to make mandatory
redemption or sinking fund payments with respect to the Notes.] or [Describe
mandatory redemption or sinking fund provisions.]

7.   NOTICE OF REDEMPTION. Notice of Redemption will be mailed at least 30 days
but not more than 60 days before the redemption date to each Holder whose Notes
are to be redeemed at its registered address. Notes in denominations larger than
$1,000 may be redeemed in part but only in whole multiples of $1,000, unless all
of the Notes held by a Holder are to be redeemed. On and after the redemption
date interest ceases to accrue on Notes or portions thereof called for
redemption.

8.   DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without
coupons in all appropriate denominations. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the

<Page>

Indenture. The Company need not transfer or exchange any Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, it need not transfer or exchange any Note for a period of 15 days
before a selection of Notes to be redeemed.

9.   PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as
its owner for all purposes.

10.  AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the consent of the
Holders of a majority in principal amount of the then outstanding Notes and
other series of Securities affected (treating the Notes and such other series as
a single class), and any existing default or compliance with any provision of
the Indenture, the Notes may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes and other series of
Securities affected (treating the Notes and such other series as a single
class). Without the consent of any Holder of a Note, the Indenture or the Notes
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's obligations to Holders of
the Notes in case of a merger or consolidation, to make any change that would
provide any additional rights or benefits to the Holders of the Notes or that
does not adversely affect the legal rights under the Indenture of any such
Holder, or to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the TIA.

11.  DEFAULTS AND REMEDIES. Each of the following constitutes an Event of
Default: (i) default by the Company in the payment of interest on the Notes when
the same becomes due and payable and default continues for a period of 30 days;
(ii) default by the Company in the payment of the principal of or premium, if
any, on the Notes when the same becomes due and payable at maturity, upon
redemption or otherwise; (iii) failure by the Company to comply with Section
5.01 of the Indenture; (iv) failure by the Company for 60 days after notice to
comply with any of its other agreements in the Indenture or the Notes and (v)
certain events of bankruptcy or insolvency with respect to the Company. If any
Event of Default occurs and is continuing, the Trustee or the Holders of at
least 25% in principal amount of the then outstanding Notes and other series of
Securities affected (treating the Notes and such other series as a single class)
may declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency with respect to the Company, all outstanding Notes will
become due and payable without further action or notice. Holders of the Notes
may not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes and other series of Securities affected (treating the
Notes and such other series as a single class) may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal or interest) if it
determines that withholding notice is in their interest. The Holders of a
majority in aggregate principal amount of the Notes and other series of
Securities affected (treating the Notes and such other series as a single class)
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of

<Page>

Default in the payment of principal, interest or premium on the Notes. The
Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.

12.  TRUSTEE DEALINGS WITH THE COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

13.  NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or
stockholder of the Company shall have any liability for any obligations of the
Company under the Notes or the Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

14.  AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

15.  ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder
or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by
the entireties), JT TEN (= joint tenants with right of survivorship and not as
tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors
Act).

16.  CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on
Uniform Security Identification Procedures, the Company has caused CUSIP numbers
to be printed on the Notes and the Trustee may use CUSIP numbers in notices of
redemption as a convenience to Holders. No representation is made as to the
accuracy of such numbers either as printed on the Notes or as contained in any
notice of redemption and reliance may be placed only on the other identification
numbers placed thereon.

The Company will furnish to any Holder upon written request and without charge a
copy of the Indenture. Requests may be made to:

                                    RLI Corp.
                             9025 N. Lindbergh Drive
                             Peoria, Illinois 61615
             Attention: Joseph E. Dondanville, Senior Vice President
                            & Chief Financial Officer

<Page>

                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

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

(Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

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

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


(Print or type assignee's name, address and zip code)
and irrevocably appoint ___________________________________________

to transfer this Note on the books of the Company.


The agent may substitute another to act for him.


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

Date:
      ------------------

Your Signature:                        (Sign exactly as your name appears on the
               -----------------------
face of this Note)

SIGNATURE GUARANTEE.

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

<Page>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

The following exchanges of a part of this Global Note for an interest in another
Global Note or for a Definitive Note, or exchanges of a part of another Global
Note or Definitive Note for an interest in this Global Note, have been made:

<Table>
<Caption>
                                                                          Principal Amount of
                                                                           this Global Note         Signature of
                            Amount of decrease     Amount of increase       following such      authorized officer of
                           in Principal Amount    in Principal Amount          decrease            Trustee or Note
    Date of Exchange       of this Global Note    of this Global Note        (or increase)            Custodian
----------------------------------------------------------------------------------------------------------------------
<S>                        <C>                   <C>                      <C>                   <C>



</Table>