<Page>

                                                                     Exhibit 4.4



                     SUBORDINATED DEBT SECURITIES INDENTURE
                 BETWEEN NORTHWESTERN PUBLIC SERVICE COMPANY AND
                   THE CHASE MANHATTAN BANK (N.A.) AS TRUSTEE












<Page>




                          CROSS-REFERENCE TABLE FOR THE
                     SUBORDINATED DEBT SECURITIES INDENTURE

<Table>
<Caption>
SECTION OF
TRUST INDENTURE
ACT OF 1939, AS AMENDED                                     SECTION OF INDENTURE
-----------------------                                     --------------------
<S>                                                               <C>
SECTION 310(a)(1)    . . . . . . . . . . . . . . . . . . . . . . . . . . 607
           (a)(2)    . . . . . . . . . . . . . . . . . . . . . . . . . . 607
           (a)(3)    . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
           (a)(4)    . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
           (b)       . . . . . . . . . . . . . . . . . . . . . . . . . . 608
SECTION 311(a)       . . . . . . . . . . . . . . . . . . . . . . . . . . 612
           (b)       . . . . . . . . . . . . . . . . . . . . . . . . . . 612
SECTION 312(a)       . . . . . . . . . . . . . . . . . . . . . . . . . . 701
           (b)       . . . . . . . . . . . . . . . . . . . . . . . . . . 701
           (c)       . . . . . . . . . . . . . . . . . . . . . . . . . . 701
SECTION 313(a)       . . . . . . . . . . . . . . . . . . . . . . . . . . 702
           (b)       . . . . . . . . . . . . . . . . . . . . . . . . . . 702
           (c)       . . . . . . . . . . . . . . . . . . . . . . . . . . 702
           (d)       . . . . . . . . . . . . . . . . . . . . . . . . . . 702
SECTION 314(a)       . . . . . . . . . . . . . . . . . . . . . . . . . . 703
           (b)       . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
           (c)(1)    . . . . . . . . . . . . . . . . . . . . . . . . . . 102
           (c)(2)    . . . . . . . . . . . . . . . . . . . . . . . . . . 102
           (c)(3)    . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
           (d)       . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
           (e)       . . . . . . . . . . . . . . . . . . . . . . . . . . 102
SECTION 315(a)       . . . . . . . . . . . . . . . . . . . . . . . . . 601, 602
           (b)       . . . . . . . . . . . . . . . . . . . . . . . . . . 601
           (c)       . . . . . . . . . . . . . . . . . . . . . . . . . . 602
           (d)       . . . . . . . . . . . . . . . . . . . . . . . . . . 602
           (e)       . . . . . . . . . . . . . . . . . . . . . . . . . . 514
SECTION 316(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . 502, 512
           (a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . 513
           (a)(2)    . . . . . . . . . . . . . . . . . . . . . . .Not Applicable
           (b)       . . . . . . . . . . . . . . . . . . . . . . . . . . 508
           (c)       . . . . . . . . . . . . . . . . . . . . . . . . . . 104(d)
SECTION 317(a)(1)    . . . . . . . . . . . . . . . . . . . . . . . . . . 503
           (a)(2)    . . . . . . . . . . . . . . . . . . . . . . . . . . 504
           (b)       . . . . . . . . . . . . . . . . . . . . . . . . . .1003
SECTION 318(a)       . . . . . . . . . . . . . . . . . . . . . . . . . . 107
</Table>

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

Note:     This Cross-Reference Table shall not, for any purpose, be deemed to be
          a part of the Indenture.



<Page>




                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>            <C>                                                          <C>
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals of the Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

                                   ARTICLE ONE

                       Definitions and Other Provisions of
                               General Application

SECTION 101.   Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . 1
               Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
               Additional Amounts. . . . . . . . . . . . . . . . . . . . . . . 2
               Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
               Authenticating Agent. . . . . . . . . . . . . . . . . . . . . . 2
               Authorized Newspaper. . . . . . . . . . . . . . . . . . . . . . 2
               Board of Directors. . . . . . . . . . . . . . . . . . . . . . . 2
               Board Resolution. . . . . . . . . . . . . . . . . . . . . . . . 2
               Business Day. . . . . . . . . . . . . . . . . . . . . . . . . . 2
               CEDEL S.A.. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
               Commission. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
               Common Depositary . . . . . . . . . . . . . . . . . . . . . . . 3
               Common Securities . . . . . . . . . . . . . . . . . . . . . . . 3
               Common Securities Guarantee . . . . . . . . . . . . . . . . . . 3
               Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
               Company Request; Company Order. . . . . . . . . . . . . . . . . 3
               Conversion Date . . . . . . . . . . . . . . . . . . . . . . . . 3
               Conversion Event. . . . . . . . . . . . . . . . . . . . . . . . 3
               Corporate Trust Office. . . . . . . . . . . . . . . . . . . . . 3
               Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . 3
               Currency. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
               Debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
               Declaration . . . . . . . . . . . . . . . . . . . . . . . . . . 4
               Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
               Defaulted Interest. . . . . . . . . . . . . . . . . . . . . . . 4
               Dollar; $ . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
               Dollar Equivalent of the Currency Unit. . . . . . . . . . . . . 4
               Dollar Equivalent of the Foreign Currency . . . . . . . . . . . 4
               ECU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
               Election Date . . . . . . . . . . . . . . . . . . . . . . . . . 4
               Euroclear . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
               European Communities. . . . . . . . . . . . . . . . . . . . . . 4
               European Monetary System. . . . . . . . . . . . . . . . . . . . 4
               Event of Default. . . . . . . . . . . . . . . . . . . . . . . . 4
               Exchange Date . . . . . . . . . . . . . . . . . . . . . . . . . 4
               Exchange Rate Agent . . . . . . . . . . . . . . . . . . . . . . 4
               Exchange Rate Officer's Certificate . . . . . . . . . . . . . . 4
               Federal Bankruptcy Code . . . . . . . . . . . . . . . . . . . . 5
</Table>


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

Note:     This table of contents shall not, for any purpose, be deemed to be a
          part of this Indenture.

                                       -i-


<Page>




<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>            <C>                                                          <C>
               Foreign Currency. . . . . . . . . . . . . . . . . . . . . . . . 5
               Government Obligations. . . . . . . . . . . . . . . . . . . . . 5
               Guarantor . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
               Holder. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
               Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
               Indexed Security. . . . . . . . . . . . . . . . . . . . . . . . 5
               Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
               Interest Payment Date . . . . . . . . . . . . . . . . . . . . . 6
               Market Exchange Rate. . . . . . . . . . . . . . . . . . . . . . 6
               Maturity. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
               NWPS Trust. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
               Officers' Certificate . . . . . . . . . . . . . . . . . . . . . 6
               Opinion of Counsel. . . . . . . . . . . . . . . . . . . . . . . 6
               Original Issue Discount Security. . . . . . . . . . . . . . . . 7
               Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               Paying Agent. . . . . . . . . . . . . . . . . . . . . . . . . . 8
               Person. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
               Place of Payment. . . . . . . . . . . . . . . . . . . . . . . . 8
               Predecessor Security. . . . . . . . . . . . . . . . . . . . . . 8
               Preferred Securities. . . . . . . . . . . . . . . . . . . . . . 8
               Preferred Securities Guarantee. . . . . . . . . . . . . . . . . 8
               Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . 8
               Redemption Price. . . . . . . . . . . . . . . . . . . . . . . . 8
               Registered Security . . . . . . . . . . . . . . . . . . . . . . 8
               Regular Record Date . . . . . . . . . . . . . . . . . . . . . . 9
               Repayment Date. . . . . . . . . . . . . . . . . . . . . . . . . 9
               Repayment Price . . . . . . . . . . . . . . . . . . . . . . . . 9
               Responsible Officer . . . . . . . . . . . . . . . . . . . . . . 9
               Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
               Security Register; Security Registrar . . . . . . . . . . . . . 9
               Special Record Date . . . . . . . . . . . . . . . . . . . . . . 9
               Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . 9
               Subsidiary. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
               Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . 9
               Trust Securities. . . . . . . . . . . . . . . . . . . . . . . .10
               Trust Securities Guarantees . . . . . . . . . . . . . . . . . .10
               Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
               United States . . . . . . . . . . . . . . . . . . . . . . . . .10
               United States Person. . . . . . . . . . . . . . . . . . . . . .10
               Valuation Date. . . . . . . . . . . . . . . . . . . . . . . . .10
               Vice President. . . . . . . . . . . . . . . . . . . . . . . . .10
               Voting Stock. . . . . . . . . . . . . . . . . . . . . . . . . .10
               Yield to Maturity . . . . . . . . . . . . . . . . . . . . . . .10
SECTION 102.   Compliance Certificates and Opinions. . . . . . . . . . . . . .10
SECTION 103.   Form of Documents Delivered to Trustee. . . . . . . . . . . . .11
SECTION 104.   Acts of Holders . . . . . . . . . . . . . . . . . . . . . . . .11
</Table>

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

Note:     This Cross-Reference Table shall not, for any purpose, be deemed to be
          a part of the Indenture.

                                      -ii-


<Page>


<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>            <C>                                                          <C>
SECTION 105.   Notices, etc. to Trustee and Company. . . . . . . . . . . . . .13
SECTION 106.   Notice to Holders; Waiver . . . . . . . . . . . . . . . . . . .13
SECTION 107.   Conflict with Trust Indenture Act . . . . . . . . . . . . . . .13
SECTION 108.   Effect of Headings and Table of Contents. . . . . . . . . . . .14
SECTION 109.   Successors and Assigns. . . . . . . . . . . . . . . . . . . . .14
SECTION 110.   Separability Clause . . . . . . . . . . . . . . . . . . . . . .14
SECTION 111.   Benefits of Indenture . . . . . . . . . . . . . . . . . . . . .14
SECTION 112.   Governing Law . . . . . . . . . . . . . . . . . . . . . . . . .14
SECTION 113.   Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . .14

                                   ARTICLE TWO

                                 Security Forms

SECTION 201.   Forms Generally . . . . . . . . . . . . . . . . . . . . . . . .15
SECTION 202.   Form of Trustee's Certificate of Authentication . . . . . . . .15
SECTION 203.   Securities Issuable in Global Form. . . . . . . . . . . . . . .15

                                  ARTICLE THREE

                                 The Securities

SECTION 301.   Amount Unlimited; Issuable in Series. . . . . . . . . . . . . .16
SECTION 302.   Denominations . . . . . . . . . . . . . . . . . . . . . . . . .19
SECTION 303.   Execution, Authentication, Delivery and Dating. . . . . . . . .20
SECTION 304.   Temporary Securities. . . . . . . . . . . . . . . . . . . . . .21
SECTION 305.   Registration of Transfer and Exchange . . . . . . . . . . . . .23
SECTION 306.   Mutilated, Destroyed, Lost and Stolen Securities. . . . . . . .25
SECTION 307.   Payment of Interest; Interest Rights Preserved;
               Optional Interest Reset . . . . . . . . . . . . . . . . . . . .26
SECTION 308.   Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . .28
</Table>

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

Note:     This Cross-Reference Table shall not, for any purpose, be deemed to be
          a part of the Indenture.

                                      -iii-


<Page>



<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>            <C>                                                          <C>
SECTION 309.   Cancellation. . . . . . . . . . . . . . . . . . . . . . . . . .28
SECTION 310.   Computation of Interest . . . . . . . . . . . . . . . . . . . .29
SECTION 311.   Currency and Manner of Payments in Respect of
               Securities. . . . . . . . . . . . . . . . . . . . . . . . . . .29
SECTION 312.   Appointment and Resignation of Successor Exchange
               Rate Agent. . . . . . . . . . . . . . . . . . . . . . . . . . .32

                                  ARTICLE FOUR

                           Satisfaction and Discharge

SECTION 401.   Satisfaction and Discharge of Indenture . . . . . . . . . . . .33
SECTION 402.   Application of Trust Money. . . . . . . . . . . . . . . . . . .34

                                  ARTICLE FIVE

                                    Remedies

SECTION 501.   Events of Default . . . . . . . . . . . . . . . . . . . . . . .35
SECTION 502.   Acceleration of Maturity; Rescission and Annulment. . . . . . .36
SECTION 503.   Collection of Indebtedness and Suits for Enforcement
               by Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . .37
SECTION 504.   Trustee May File Proofs of Claim. . . . . . . . . . . . . . . .38
SECTION 505.   Trustee May Enforce Claims Without Possession of
               Securities. . . . . . . . . . . . . . . . . . . . . . . . . . .39
SECTION 506.   Application of Money Collected. . . . . . . . . . . . . . . . .39
SECTION 507.   Limitation on Suits . . . . . . . . . . . . . . . . . . . . . .39

SECTION 508.   Unconditional Right of Holders to Receive Principal,
               Premium and Interest. . . . . . . . . . . . . . . . . . . . . .40
SECTION 509.   Restoration of Rights and Remedies. . . . . . . . . . . . . . .40
SECTION 510.   Rights and Remedies Cumulative. . . . . . . . . . . . . . . . .41
SECTION 511.   Delay or Omission Not Waiver. . . . . . . . . . . . . . . . . .41
SECTION 512.   Control by Holders. . . . . . . . . . . . . . . . . . . . . . .41
</Table>

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

Note:     This Cross-Reference Table shall not, for any purpose, be deemed to be
          a part of the Indenture.

                                      -iv-


<Page>




<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>            <C>                                                          <C>
SECTION 513.   Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . .41

SECTION 514.   Undertaking for Costs . . . . . . . . . . . . . . . . . . . . .42
SECTION 515.   Waiver of Stay or Extension Laws. . . . . . . . . . . . . . . .42

                                   ARTICLE SIX

                                   The Trustee

SECTION 601.   Notice of Defaults. . . . . . . . . . . . . . . . . . . . . . .42
SECTION 602.   Certain Rights of Trustee . . . . . . . . . . . . . . . . . . .43
SECTION 603.   Trustee Not Responsible for Recitals or Issuance
               of Securities . . . . . . . . . . . . . . . . . . . . . . . . .44
SECTION 604.   May Hold Securities . . . . . . . . . . . . . . . . . . . . . .44
SECTION 605.   Money Held in Trust . . . . . . . . . . . . . . . . . . . . . .44
SECTION 606.   Compensation and Reimbursement. . . . . . . . . . . . . . . . .44
SECTION 607.   Corporate Trustee Required; Eligibility . . . . . . . . . . . .45
SECTION 608.   Resignation and Removal; Appointment of Successor . . . . . . .45
SECTION 609.   Acceptance of Appointment by Successor. . . . . . . . . . . . .47
SECTION 610.   Merger, Conversion, Consolidation or Succession
               to Business . . . . . . . . . . . . . . . . . . . . . . . . . .48
SECTION 611.   Appointment of Authenticating Agent . . . . . . . . . . . . . .48
SECTION 612.   Preferential Collection of Claims Against Company . . . . . . .50

                                  ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company

SECTION 701.   Disclosure of Names and Addresses of Holders. . . . . . . . . .50
SECTION 702.   Reports by Trustee. . . . . . . . . . . . . . . . . . . . . . .50
SECTION 703.   Reports by Company. . . . . . . . . . . . . . . . . . . . . . .50
</Table>

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

Note:     This Cross-Reference Table shall not, for any purpose, be deemed to be
          a part of the Indenture.

                                       -v-


<Page>



<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>            <C>                                                          <C>
                                  ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801.   Company May Consolidate, etc., Only on Certain
               Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . .51
SECTION 802.   Successor Person Substituted. . . . . . . . . . . . . . . . . .52
SECTION 803.   Assignment of Rights. . . . . . . . . . . . . . . . . . . . . .52

                                  ARTICLE NINE

                             Supplemental Indentures

SECTION 901.   Supplemental Indentures Without Consent of Holders. . . . . . .52
SECTION 902.   Supplemental Indentures with Consent of Holders . . . . . . . .53
SECTION 903.   Execution of Supplemental Indentures. . . . . . . . . . . . . .54
SECTION 904.   Effect of Supplemental Indentures . . . . . . . . . . . . . . .54
SECTION 905.   Conformity with Trust Indenture Act . . . . . . . . . . . . . .55
SECTION 906.   Reference in Securities to Supplemental Indentures. . . . . . .55
SECTION 907.   Notice of Supplemental Indentures . . . . . . . . . . . . . . .55

                                   ARTICLE TEN

                                    Covenants

SECTION 1001.  Payment of Principal, Premium, if any, and Interest . . . . . .55
SECTION 1002.  Maintenance of Office or Agency . . . . . . . . . . . . . . . .55
SECTION 1003.  Money for Securities Payments to Be Held in Trust . . . . . . .56
SECTION 1004.  Statement as to Compliance. . . . . . . . . . . . . . . . . . .57
SECTION 1005.  Additional Amounts. . . . . . . . . . . . . . . . . . . . . . .57
SECTION 1006.  Payment of Taxes and Other Claims . . . . . . . . . . . . . . .58
SECTION 1007.  Maintenance of Properties . . . . . . . . . . . . . . . . . . .59
SECTION 1008.  Corporate Existence . . . . . . . . . . . . . . . . . . . . . .59
</Table>



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

Note:     This Cross-Reference Table shall not, for any purpose, be deemed to be
          a part of the Indenture.

                                      -vi-


<Page>



<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>            <C>                                                          <C>
SECTION 1009.  Limitation on Dividends; Transactions with
               Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . .59

SECTION 1010.  Covenants as to NWPS Trusts . . . . . . . . . . . . . . . . . .60

                                 ARTICLE ELEVEN

                            Redemption of Securities

SECTION 1101.  Applicability of Article. . . . . . . . . . . . . . . . . . . .60
SECTION 1102.  Election to Redeem; Notice to Trustee . . . . . . . . . . . . .60
SECTION 1103.  Selection by Trustee of Securities to Be Redeemed . . . . . . .60
SECTION 1104.  Notice of Redemption. . . . . . . . . . . . . . . . . . . . . .61
SECTION 1105.  Deposit of Redemption Price . . . . . . . . . . . . . . . . . .61
SECTION 1106.  Securities Payable on Redemption Date . . . . . . . . . . . . .62
SECTION 1107.  Securities Redeemed in Part . . . . . . . . . . . . . . . . . .62

                                 ARTICLE TWELVE

                                  Sinking Funds

SECTION 1201.  Applicability of Article. . . . . . . . . . . . . . . . . . . .62
SECTION 1202.  Satisfaction of Sinking Fund Payments with
               Securities. . . . . . . . . . . . . . . . . . . . . . . . . . .63
SECTION 1203.  Redemption of Securities for Sinking Fund . . . . . . . . . . .63

                                ARTICLE THIRTEEN

                         Repayment at Option of Holders

SECTION 1301.  Applicability of Article. . . . . . . . . . . . . . . . . . . .64
SECTION 1302.  Repayment of Securities . . . . . . . . . . . . . . . . . . . .64
SECTION 1303.  Exercise of Option. . . . . . . . . . . . . . . . . . . . . . .65
SECTION 1304.  When Securities Presented for Repayment Become Due
               and Payable . . . . . . . . . . . . . . . . . . . . . . . . . .65
SECTION 1305.  Securities Repaid in Part . . . . . . . . . . . . . . . . . . .66
</Table>

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

Note:     This Cross-Reference Table shall not, for any purpose, be deemed to be
          a part of the Indenture.

                                      -vii-


<Page>



<Table>
<Caption>
                                                                            Page
                                                                            ----
<S>            <C>                                                          <C>
                                ARTICLE FOURTEEN

                       Defeasance and Covenant Defeasance

SECTION 1401.  Company's Option to Effect Defeasance or Covenant
               Defeasance. . . . . . . . . . . . . . . . . . . . . . . . . . .66
SECTION 1402.  Defeasance and Discharge. . . . . . . . . . . . . . . . . . . .66
SECTION 1403.  Covenant Defeasance . . . . . . . . . . . . . . . . . . . . . .66
SECTION 1404.  Conditions to Defeasance or Covenant Defeasance . . . . . . . .67
SECTION 1405.  Deposited Money and Government Obligations to Be
               Held in Trust; Other Miscellaneous Provisions . . . . . . . . .69
SECTION 1406.  Reinstatement.. . . . . . . . . . . . . . . . . . . . . . . . .69
               TESTIMONIUM . . . . . . . . . . . . . . . . . . . . . . . . . .71

SIGNATURES AND SEAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .71
</Table>

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

Note:     This Cross-Reference Table shall not, for any purpose, be deemed to be
          a part of the Indenture.

                                     -viii-


<Page>




                     SUBORDINATED DEBT SECURITIES INDENTURE
                 BETWEEN NORTHWESTERN PUBLIC SERVICE COMPANY AND
                   THE CHASE MANHATTAN BANK (N.A.) AS TRUSTEE

INDENTURE, dated as of August 1, 1995, between Northwestern Public Service
Company, a corporation duly organized and existing under the laws of the State
of Delaware (the "Company") having its principal office at 33 Third Street,
S.E., Huron, South Dakota 57350, and The Chase Manhattan Bank (N.A.), a national
banking association duly organized and existing under the laws of the United
States, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

The Company has duly authorized the execution and delivery of this Indenture to
provide for the issuance from time to time of its unsecured debentures, notes or
other evidences of indebtedness (the "Securities"), to be issued in one or more
series as in this Indenture provided. This Indenture is subject to the
provisions of the Trust Indenture Act of 1939, as amended, that are required to
be part of this Indenture and shall, to the extent applicable, be governed by
such provisions. All things necessary to make this Indenture a valid agreement
of the Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 101.   Definitions.

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

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

     (2)  all other terms used herein which are defined in the Trust Indenture
          Act, either directly or by reference therein, have the meanings
          assigned to them therein, and the terms "cash transaction" and
          "self-liquidating paper", as used in TIA Section 311, shall have the
          meanings assigned to them in the rules of the Commission adopted under
          the Trust Indenture Act;

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


<Page>


          such accounting principles as are generally accepted at the date of
          such computation; and

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

Certain terms, used principally in Article Three, are defined in that Article.
"Act", when used with respect to any Holder, has the meaning specified in
Section 104.

"Additional Amounts" has the meaning specified in Section 1005.

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

"Authenticating Agent" means any Person authorized by the Trustee pursuant to
Section 611 to act on behalf of the Trustee to authenticate Securities.
"Authorized Newspaper" means a newspaper, in the English language or in an
official language of the country of publication, customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays, and of
general circulation in each place in connection with which the term is used or
in the financial community of each such place. Where successive publications are
required to be made in Authorized Newspapers, such publications may be made in
the same or in different newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day.

"Board of Directors" means either the board of directors of the Company or any
duly authorized committee of such board.

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

"Business Day", when used with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, means,
unless otherwise specified with respect to any Securities pursuant to Section
301, each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close.

"CEDEL S.A." means Cedel, S.A., or its successor.

                                       -2-


<Page>




"Commission" means the Securities and Exchange Commission, as from time to time
constituted, created under the Securities Exchange Act of 1934, as amended, or,
if at any time after the execution of this Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

"Common Depositary" has the meaning specified in Section 304.

"Common Securities" means undivided beneficial interests in the assets of a NWPS
Trust which rank pari passu with Preferred Securities issued by such NWPS Trust;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Common Securities to payment in respect to distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.

"Common Securities Guarantee" means any Guarantee that the Company enters into
that operates directly or indirectly for the benefit of holders of Common
Securities of a NWPS Trust.

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

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

"Conversion Date" has the meaning specified in Section 312(d).

"Conversion Event" means the cessation of use of (i) a Foreign Currency both by
the government of the country which issued such Currency and by a central bank
or other public institution of or within the international banking community for
the settlement of transactions, (ii) the ECU both within the European Monetary
System and for the settlement of transactions by public institutions of or
within the European Communities or (iii) any currency unit (or composite
currency) other than the ECU for the purposes for which it was established.

"Corporate Trust Office" means the principal corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
administered, which office on the date of execution of this Indenture is located
at 4 Chase MetroTech Center, Brooklyn, New York 11245, except that with respect
to presentation of Securities for payment or for registration of transfer or
exchange, such term shall mean the office or agency of the Trustee at which, at
any particular time, its corporate agency business shall be conducted.

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

"Currency" means any currency or currencies, composite currency or currency unit
or currency units, including, without limitation, the ECU, issued by the
government of one or more countries or by any recognized confederation or
association of such governments.

                                       -3-


<Page>




"Debt" means notes, bonds, debentures or other similar evidences of indebtedness
for money borrowed.

"Declaration" means, in respect of a NWPS Trust, the amended and restated
declaration of trust of such NWPS Trust or any other governing instrument of
such NWPS Trust.

"Default" means any event which is, or after notice or passage of time or both
would be, an Event of Default.

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

"Dollar" or "$" means a dollar or other equivalent unit in such coin or currency
of the United States of America as at the time shall be legal tender for the
payment of public and private debts.

"Dollar Equivalent of the Currency Unit" has the meaning specified in Section
312(g).

"Dollar Equivalent of the Foreign Currency" has the meaning specified in Section
312(f).

"ECU" means the European Currency Unit as defined and revised from time to time
by the Council of the European Communities.

"Election Date" has the meaning specified in Section 312(h).

"Euroclear" means Morgan Guaranty Trust Company of New York, Brussels Office, or
its successor as operator of the Euroclear System.

"European Communities" means the European Economic Community, the European Coal
and Steel Community and the European Atomic Energy Community.

"European Monetary System" means the European Monetary System established by
the Resolution of December 5, 1978 of the Council of the European Communities.

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

"Exchange Date" has the meaning specified in Section 304.

"Exchange Rate Agent" means, with respect to Securities of or within any series,
unless otherwise specified with respect to any Securities pursuant to Section
301, a New York Clearing House bank, designated pursuant to Section 301 or
Section 313.

"Exchange Rate Officer's Certificate" means a tested telex or a certificate
setting forth (i) the applicable Market Exchange Rate and (ii) the Dollar or
Foreign Currency amounts of principal (and premium, if any) and interest, if any
(on an aggregate basis and on the basis of a Security having the lowest
denomination principal amount determined in accordance with Section 302 in the
relevant Currency), payable with respect to a Security of any series on the
basis of such Market Exchange Rate, sent (in the case of a telex) or signed (in
the case of a certificate) by the Treasurer, any Vice President or any Assistant
Treasurer of the Company.

                                       -4-


<Page>




"Federal Bankruptcy Code" means the Bankruptcy Act of Title 11 of the United
States Code, as amended from time to time.

"Foreign Currency" means any Currency other than Currency of the United States.

"Government Obligations" means, unless otherwise specified with respect to any
series of Securities pursuant to Section 301, securities which are (i) direct
obligations of the government which issued the Currency in which the Securities
of a particular series are payable or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the government which
issued the Currency in which the Securities of such series are payable, the
payment of which is unconditionally guaranteed by such government, which, in
either case, are full faith and credit obligations of such government payable in
such Currency and 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 Government Obligation or a
specific payment of interest on or principal of any such 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 Government
Obligation or the specific payment of interest or principal of the Government
Obligation evidenced by such depository receipt.

"Guarantor" means Northwestern Public Service Company, a Delaware corporation.
"Holder" means, in the case of a Registered Security, the Person in whose name a
Security is registered in the Security Register.

"Indenture" means this instrument as originally executed and as it may from time
to time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof, and shall include the
terms of particular series of Securities established as contemplated by Section
301; provided, however, that, if at any time more than one Person is acting as
Trustee under this instrument, "Indenture" shall mean, with respect to any one
or more series of Securities for which such Person is Trustee, this instrument
as originally executed or as it may from time to time be supplemented or amended
by one or more indentures supplemental hereto entered into pursuant to the
applicable provisions hereof and shall include the terms of particular series of
Securities for which such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or terms which relate solely
to other series of Securities for which such Person is not Trustee, regardless
of when such terms or provisions were adopted, and exclusive of any provisions
or terms adopted by means of one or more indentures supplemental hereto executed
and delivered after such Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

"Indexed Security" means a Security the terms of which provide that the
principal amount thereof payable at Stated Maturity may be more or less than the
principal face amount thereof at original issuance.

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

                                       -5-


<Page>




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

"Market Exchange Rate" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, (i) for any conversion involving a
currency unit on the one hand and Dollars or any Foreign Currency on the
other, the exchange rate between the relevant currency unit and Dollars or
such Foreign Currency calculated by the method specified pursuant to Section
301 for the Securities of the relevant series, (ii) for any conversion of
Dollars into any Foreign Currency, the noon (New York City time) buying rate
for such Foreign Currency for cable transfers quoted in New York City as
certified for customs purposes by the Federal Reserve Bank of New York and
(iii) for any conversion of one Foreign Currency into Dollars or another
Foreign Currency, the spot rate at noon local time in the relevant market at
which, in accordance with normal banking procedures, the Dollars or Foreign
Currency into which conversion is being made could be purchased with the
Foreign Currency from which conversion is being made from major banks located
in either New York City, London or any other principal market for Dollars or
such purchased Foreign Currency, in each case determined by the Exchange Rate
Agent. Unless otherwise specified with respect to any Securities pursuant to
Section 301, in the event of the unavailability of any of the exchange rates
provided for in the foregoing clauses (i), (ii) and (iii), the Exchange Rate
Agent shall use, in its sole discretion and without liability on its part,
such quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in New York City,
London or another principal market for the Currency in question, or such
other quotations as the Exchange Rate Agent shall deem appropriate. Unless
otherwise specified by the Exchange Rate Agent, if there is more than one
market for dealing in any Currency by reason of foreign exchange regulations
or otherwise, the market to be used in respect of such Currency shall be that
upon which a non-resident issuer of securities designated in such Currency
would purchase such Currency in order to make payments in respect of such
securities.

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

"NWPS Trust" means each of NWPS Capital Financing I, NWPS Capital Financing II,
NWPS Capital Financing III, each a Delaware statutory business trust. "Officers'
Certificate" means a certificate signed by the Chairman, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee.

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

"Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

                                       -6-


<Page>




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

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

     (iii)  Securities, except to the extent provided in Sections 1402 and 1403,
            with respect to which the Company has effected defeasance and/or
            covenant defeasance as provided in Article Fourteen; and

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

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders for quorum purposes, and for the purpose of making the
calculations required by TIA Section 313, (i) the principal amount of an
Original Issue Discount Security that may be counted in making such
determination or calculation and that shall be deemed to be Outstanding for such
purpose shall be equal to the amount of principal thereof that would be (or
shall have been declared to be) due and payable, at the time of such
determination, upon a declaration of acceleration of the maturity thereof
pursuant to Section 502, (ii) the principal amount of any Security denominated
in a Foreign Currency that may be counted in making such determination or
calculation and that shall be deemed Outstanding for such purpose shall be equal
to the Dollar equivalent, determined as of the date such Security is originally
issued by the Company as set forth in an Exchange Rate Officer's Certificate
delivered to the Trustee, of the principal amount (or, in the case of an
Original Issue Discount Security, the Dollar equivalent as of such date of
original issuance of the amount determined as provided in clause (i) above), of
such Security, (iii) the principal amount of any Indexed Security that may be
counted in making such determination or calculation and that shall be deemed
outstanding for such purpose shall be equal to the principal face amount of such
Indexed Security at original issuance, unless otherwise provided with respect to
such Security pursuant to Section 301, and (iv) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Trustee shall be protected in making such
calculation or in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which the Trustee knows to
be so owned shall be so disregarded. Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right so to act with respect to such
Securities

                                       -7-


<Page>




and that the pledgee is not the Company or any other obligor upon the Securities
or any Affiliate of the Company or such other obligor.

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

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

"Place of Payment" means, when used with respect to the Securities of or within
any series, the place or places where the principal of (and premium, if any, on)
and interest on such Securities are payable as specified as contemplated by
Sections 301 and 1002.

"Predecessor Security" of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security. "Preferred
Securities" means undivided beneficial interests in the assets of a NWPS Trust
which rank pari passu with Common Securities issued by such NWPS Trust;
provided, however, that upon the occurrence of an Event of Default, the rights
of holders of Common Securities to payment in respect of distributions and
payments upon liquidation, redemption and otherwise are subordinated to the
rights of holders of Preferred Securities.

"Preferred Securities Guarantee" means any Guarantee that the Guarantor may
enter into with Wilmington Trust Company, as trustee of a NWPS Trust, or other
Persons, that operate directly or indirectly for the benefit of holders of
Preferred Securities of such NWPS Capital Trust.

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

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

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

"Repayment Date" means, when used with respect to any Security to be repaid at
the option of the Holder, the date fixed for such repayment pursuant to this
Indenture.

                                       -8-


<Page>




"Repayment Price" means, when used with respect to any Security to be repaid at
the option of the Holder, the price at which it is to be repaid pursuant to this
Indenture.

"Responsible Officer", when used with respect to the Trustee, means the chairman
or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, or any vice president, secretary, any
assistant secretary, treasurer, any assistant treasurer, cashier, any assistant
cashier, any trust officer or assistant trust officer, the controller or any
assistant controller within the corporate trust administration division or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above-designated officers, and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

"Securities" has the meaning stated in the first recital of this Indenture and
more particularly means any Securities authenticated and delivered under this
Indenture; provided, however, that if at any time there is more than one Person
acting as Trustee under this Indenture, "Securities" with respect to the
Indenture as to which such Person is Trustee shall have the meaning stated in
the first recital of this Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee.

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

"Special Record Date" for the payment of any Defaulted Interest on the
Registered Securities of or within any series means a date fixed by the Trustee
pursuant to Section 307.

"Stated Maturity", when used with respect to any Security or any installment of
principal thereof or interest thereon, means the date specified in such Security
as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable, as such date may be extended pursuant
to the provisions of Section 308.

"Subsidiary" means any corporation of which at the time of determination the
Company, directly and/or indirectly through one or more Subsidiaries, owns 50%
or more of the shares of Voting Stock.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939 as in force
at the date as of which this Indenture was executed, except as provided in
Section 905.

"Trust Securities" means Common Securities and Preferred Securities. "Trust
Securities Guarantees" means the Common Securities Guarantee and the Preferred
Securities Guarantee.

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

                                       -9-


<Page>




"United States" means, unless otherwise specified with respect to any Securities
pursuant to Section 301, the United States of America (including the states and
the District of Columbia), its territories, its possessions and other areas
subject to its jurisdiction.

"United States person" means, unless otherwise specified with respect to any
Securities pursuant to Section 301, an individual who is a citizen or resident
of the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States or an estate or trust the
income of which is subject to United States federal income taxation regardless
of its source.

"Valuation Date" has the meaning specified in Section 312(c).

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

"Voting Stock" means stock of the class or classes having general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of a corporation (irrespective of whether or not
at the time stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).

"Yield to Maturity" means the yield to maturity, computed at the time of
issuance of a Security (or, if applicable, at the most recent redetermination of
interest on such Security) and as set forth in such Security in accordance with
generally accepted United States bond yield computation principles.

SECTION 102. Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee
an Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenant compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished. Every certificate or opinion with respect to compliance with a
covenant or condition provided for in this Indenture (other than pursuant to
Section 1004) shall include: (1) a statement that each individual signing such
certificate or opinion has read such covenant or condition and the definitions
herein relating thereto; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (3) a statement that, in the opinion of
each such individual, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not such
covenant or condition has been complied with; and (4) a statement as to whether,
in the opinion of each such individual, such covenant or condition has been
complied with.

                                      -10-


<Page>




SECTION 103.  Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents. Any certificate or
opinion of an officer of the Company may be based, insofar as it relates to
legal matters, upon a certificate or opinion of, or representations by, counsel,
unless such officer knows, or in the exercise of reasonable care should know,
that the certificate or opinion or representations with respect to the matters
upon which his certificate or opinion is based are erroneous. Any such
certificate or Opinion of Counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous. Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 104.  Acts of Holders.

     (a)    Any request, demand, authorization, direction, notice, consent,
            waiver or other action provided by this Indenture to be given or
            taken by Holders of the Outstanding Securities of all series or one
            or more series, as the case may be, may be embodied in and evidenced
            by one or more instruments of substantially similar tenor signed by
            such Holders in person or by agents duly appointed in writing.
            Except as herein otherwise expressly provided, such action shall
            become effective when such instrument or instruments are delivered
            to the Trustee and, where it is hereby expressly required, to the
            Company.  Such instrument or instruments (and the action embodied
            therein and evidenced thereby) are herein sometimes referred to as
            the "Act" of the Holders signing such instrument or instruments.
            Proof of execution of any such instrument or of a writing appointing
            any such agent, or of the holding by any Person of a Security, 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.

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

     (c)    The principal amount and serial numbers of Registered Securities
            held by any Person, and the date of holding the same, shall be
            proved by the Security Register.

                                      -11-


<Page>




     (d)    If the Company shall solicit from the Holders of Registered
            Securities any request, demand, authorization, direction, notice,
            consent, waiver or other Act, the Company may, at its option, by or
            pursuant to a Board Resolution, fix in advance a record date for the
            determination of Holders entitled to give such request, demand,
            authorization, direction, notice, consent, waiver or other Act, but
            the Company shall have no obligation to do so.  Notwithstanding TIA
            Section 316(c), such record date shall be the record date specified
            in or pursuant to such Board Resolution, which shall be a date not
            earlier than the date thirty (30) days prior to the first
            solicitation of Holders generally in connection therewith and not
            later than the date such solicitation is completed. If such a record
            date is fixed, such request, demand, authorization, direction,
            notice, consent, waiver or other Act may be given before or after
            such record date, but only the Holders of record at the close of
            business on such record date shall be deemed to be Holders for the
            purposes of determining whether Holders of the requisite proportion
            of Outstanding Securities have authorized or agreed or consented to
            such request, demand, authorization, direction, notice, consent,
            waiver or other Act, and for that purpose the Outstanding Securities
            shall be computed as of such record date; provided that no such
            authorization, agreement or consent by the Holders on such record
            date shall be deemed effective unless it shall become effective
            pursuant to the provisions of this Indenture not later than eleven
            months after the record date.

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

SECTION 105. Notices, etc. to Trustee and Company.

Any request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other documents provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with, (1) the Trustee by any Holder or by
the Company shall be sufficient for every purpose hereunder if made, given,
furnished or filed in writing to or with the Trustee at its Corporate Trust
Office, Attention: Corporate Trust Administration Division, or (2) the Company
by the Trustee or by any Holder shall be sufficient for every purpose hereunder
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to the Company addressed to it at the address of
its principal office specified in the first paragraph of this Indenture or at
any other address previously furnished in writing to the Trustee by the Company.

SECTION 106. Notice to Holders; Waiver.

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

                                      -12-


<Page>




notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders of Registered Securities. Any notice mailed
to a Holder in the manner herein prescribed shall be conclusively deemed to have
been received by such Holder, whether or not such Holder actually receives such
notice. In case, by reason of the suspension of or irregularities in regular
mail service or by reason of any other cause, it shall be impractical to mail
notice of any event to Holders of Registered Securities when such notice is
required to be given pursuant to any provision of this Indenture, then any
manner of giving such notice as shall be satisfactory to the Trustee shall be
deemed to be sufficient giving of such notice for every purpose hereunder. Any
request, demand, authorization, direction, notice, consent or waiver required or
permitted under this Indenture shall be in the English language, except that any
published notice may be in an official language of the country of publication.
Where this Indenture provides for notice in any manner, such notice may be
waived in writing by the Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Holders shall be filed with the Trustee, but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

SECTION 107. Conflict with Trust Indenture Act.

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

The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof. SECTION 109.
Successors and Assigns.

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

SECTION 110. Separability Clause.

In case any provision in this Indenture or in any Security or coupon shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 111. Benefits of Indenture.

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

                                      -13-


<Page>




SECTION 112. Governing Law.

THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. THIS INDENTURE IS SUBJECT TO
THE PROVISIONS OF THE TRUST INDENTURE ACT OF 1939, AS AMENDED, THAT ARE REQUIRED
TO BE PART OF THIS INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY
SUCH PROVISIONS.

SECTION 113. Legal Holidays.

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

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. Forms Generally.

The Registered Securities, if any, of each series shall be in substantially the
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 securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities.
If the forms of Securities of any series are established by action taken
pursuant to a Board Resolution, a copy of an appropriate record of such action
shall be certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities. Any portion of the text of any Security may be set forth on the
reverse thereof, with an appropriate reference thereto on the face of the
Security. The Trustee's certificate of authentication on all Securities shall be
in substantially the form set forth in this Article. The definitive Securities
shall be printed, lithographed or engraved on steel-engraved borders or may be
produced in any other manner, all as determined by the officers of the Company
executing such Securities, as evidenced by their execution of such Securities.

SECTION 202. Form of Trustee's Certificate of Authentication. Subject to Section
611, the Trustee's certificate of authentication shall be in substantially the
following form:

                                      -14-


<Page>




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

                                   The Chase Manhattan Bank (N.A.),
                                   as Trustee

                                   By:
                                        Authorized Officer

SECTION 203. Securities Issuable in Global Form.

If Securities of or within a series are issuable in global form, as specified as
contemplated by Section 301, then, notwithstanding clause (10) of Section 301,
any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide that it shall represent the
aggregate amount of Outstanding Securities of such series from time to time
endorsed thereon and that the aggregate amount of Outstanding Securities of such
series represented thereby may from time to time be increased or decreased to
reflect exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified therein or in
the Company Order to be delivered to the Trustee pursuant to Section 303 or
Section 304. Subject to the provisions of Section 303 and, if applicable,
Section 304, 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 Company Order. If a Company Order
pursuant to Section 303 or Section 304 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a Security in global form shall be in writing but need
not comply with Section 102 and need not be accompanied by an Opinion of
Counsel. The provisions of the last sentence of Section 303 shall apply to any
Security represented by a 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 written instructions (which need not
comply with Section 102 and need not be accompanied by an Opinion of Counsel)
with regard to the reduction in the principal amount of Securities represented
thereby, together with the written statement contemplated by the last sentence
of Section 303. Notwithstanding the provisions of Section 307, unless otherwise
specified as contemplated by Section 301, payment of principal of and any
premium and interest on any Security in permanent global form shall be made to
the Person or Persons specified therein. Notwithstanding the provisions of
Section 309 and except as provided in the preceding paragraph, the Company, the
Trustee and any agent of the Company and the Trustee shall treat as the Holder
of such principal amount of Outstanding Securities represented by a permanent
global Security in the case of a permanent global Security in registered form,
the Holder of such permanent global Security in registered form.

                                  ARTICLE THREE
                                 THE SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited. The Securities may be issued in one
or more series. There shall be established in

                                      -15-


<Page>




one or more Board Resolutions or pursuant to authority granted by one or more
Board Resolutions and, subject to Section 303, set forth in, or determined in
the manner provided in, an Officers' Certificate, or established in one or more
indentures supplemental hereto, prior to the issuance of Securities of any
series, any or all of the following, as applicable (each of which (except for
the matters set forth in clauses (1), (2) and (19) below), if so provided, may
be determined from time to time by the Company with respect to unissued
Securities of the series and set forth in such Securities of the series when
issued from time to time):

     (1)    the title of the Securities of the series (which 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 that may be authenticated and delivered under this
            Indenture (except for Securities authenticated and delivered upon
            registration of transfer of, or in exchange for, or in lieu of,
            other Securities of the series pursuant to Section 304, 305, 306,
            906, 1107 or 1305);

     (3)    the date or dates, or the method by which such date or dates will be
            determined or extended, on which the principal of the Securities of
            the series is payable;

     (4)    the rate or rates at which the Securities of the series shall bear
            interest, if any, or the method by which such rate or rates shall be
            determined, the date or dates from which such interest shall accrue,
            or the method by which such date or dates shall be determined, the
            Interest Payment Dates on which such interest shall be payable and
            the Regular Record Date, if any, for the interest payable on any
            Registered Security on any Interest Payment Date, or the method by
            which such date or dates shall be determined, and the basis upon
            which interest shall be calculated if other than on the basis of a
            360-day year of twelve 30-day months;

     (5)    the rights, if any, to defer payments of interest on the Securities
            by extending the interest payment periods and the duration of such
            extension;

     (6)    the security and subordination terms of the Securities of the
            series;

     (7)    the place or places, if any, other than or in addition to The City
            of New York, where the principal of (and premium, if any, on) and
            any interest on Securities of the series shall be payable, any
            Registered Securities of the series may be surrendered for
            registration of transfer, Securities of the series may be
            surrendered for exchange and, if different than the location
            specified in Section 106, the place or places where notices or
            demands to or upon the Company in respect of the Securities of the
            series and this Indenture may be served;

     (8)    the period or periods within which, the price or prices at which,
            the Currency in which, and other terms and conditions upon which
            Securities of the series may be redeemed, in whole or in part, at
            the option of the Company, if the Company is to have that option;

     (9)    the obligation, if any, of the Company to redeem, repay or purchase
            Securities of the series pursuant to any sinking fund or analogous
            provision or at the option of a Holder thereof, and the period or
            periods within which, the price or prices at which, the Currency

                                      -16-


<Page>




            in which, and other terms and conditions upon which Securities of
            the series shall be redeemed, repaid or purchased, in whole or in
            part, pursuant to such obligation;

     (10)   if other than denominations of $25 and any integral multiple
            thereof, the denomination or denominations in which any Registered
            Securities of the series shall be issuable;

     (11)   if other than the Trustee, the identity of each Security Registrar
            and/or Paying Agent;

     (12)   if other than the principal amount thereof, the portion of the
            principal amount of Securities of the series that shall be payable
            upon declaration of acceleration of the Maturity thereof pursuant to
            Section 502 or the method by which such portion shall be determined;

     (13)   if other than Dollars, the Currency in which payment of the
            principal of (and premium, if any, on) or 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 thereto in accordance with, in addition to or in lieu of
            any of the provisions of Section 312;

     (14)   whether the amount of payments of principal of (and premium, if any,
            on) or interest on the Securities of the series may be determined
            with reference to an index, formula or other method (which index,
            formula or method may be based, without limitation, on one or more
            Currencies, commodities, equity indices or other indices), and the
            manner in which such amounts shall be determined;

     (15)   whether the principal of (and premium, if any, on) and interest, if
            any, on the Securities of the series are to be payable, at the
            election of the Company or a Holder thereof, in a Currency other
            than that in which such Securities are denominated or stated to be
            payable, the period or periods within which (including the Election
            Date), and the terms and conditions upon which, such election may be
            made, and the time and manner of determining the exchange rate
            between the Currency in which such Securities are denominated or
            stated to be payable and the Currency in which such Securities are
            to be so payable, in each case in accordance with, in addition to or
            in lieu of any of the provisions of Section 312;

     (16)   the designation of the initial Exchange Rate Agent, if any;

     (17)   any provisions in modification of, in addition to or in lieu of the
            provisions of Article Fourteen that shall be applicable to the
            Securities of the series;

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

     (19)   any deletions from, modifications of or additions to the Events of
            Default or covenants of the Company with respect to Securities of
            the series, whether or not such Events of Default or covenants are
            consistent with the Events of Default or covenants set forth herein;

                                      -17-


<Page>




     (20)   whether any Securities of the series are to be issuable initially in
            temporary global form and whether any Securities of the series are
            to be issuable in permanent global form and, if so, whether
            beneficial owners of interests in any such permanent global Security
            may exchange such interests for Securities of such series and of
            like tenor of any authorized form and denomination and the
            circumstances under which any such exchanges may occur, if other
            than in the manner provided in Section 305, and if Securities of the
            series are to be issuable in global form, the identity of any
            initial depository therefor; provided, that, unless otherwise
            provided, Securities shall be issued as Registered Securities;

     (21)   the date as of which and any temporary global Security representing
            Outstanding Securities of the series shall be dated if other than
            the date of original issuance of the first Security of the series to
            be issued;

     (22)   the Person to whom any interest on any Registered Security of the
            series shall be payable, if other than the Person in whose name that
            Security (or one or more Predecessor Securities) is registered at
            the close of business on the Regular Record Date for such interest,
            and the extent to which, or the manner in which, any interest
            payable on a temporary global Security on an Interest Payment Date
            will be paid if other than in the manner provided in Section 304;

     (23)   if Securities of the series are to be issuable in definitive form
            (whether upon original issue or upon exchange of a temporary
            Security of such series) only upon receipt of certain certificates
            or other documents or satisfaction of other conditions, the form
            and/or terms of such certificates, documents or conditions;

     (24)   whether and under what circumstances the Company will pay Additional
            Amounts as contemplated by Section 1005 on the Securities of the
            series to any Holder who is not a United States person (including
            any modification to the definition of such term) in respect of any
            tax, assessment or governmental charge 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);

     (25)   if the Securities of the series are to be convertible into or
            exchangeable for any securities of any Person (including the
            Company), the terms and conditions upon which such Securities will
            be so convertible or exchangeable; and

     (26)   any other terms, conditions, rights and preferences (or limitations
            on such rights and preferences) relating to the series (which terms
            shall not be inconsistent with the requirements of the Trust
            Indenture Act or the provisions of this Indenture). All Securities
            of any one series shall be substantially identical except as to
            denomination and except as may otherwise be provided in or pursuant
            to such Board Resolution (subject to Section 303) and set forth in
            such Officers' Certificate or in any such indenture supplemental
            hereto. Not all Securities of any one series need be issued at the
            same time, and, unless otherwise provided, a series may be reopened
            for issuances of additional Securities of such series. If any of the
            terms of the series are established by action taken pursuant to one
            or more Board Resolutions, a copy of an appropriate record of such
            action(s) shall be certified by the Secretary or an Assistant
            Secretary of the Company and such Board

                                      -18-


<Page>




            Resolutions shall be delivered to the Trustee at or prior to the
            delivery of the Officers' Certificate setting forth the terms of the
            series.

SECTION 302. Denominations.

The Securities of each series shall be issuable in such denominations as shall
be specified as contemplated by Section 301. With respect to Securities of any
series denominated in Dollars, in the absence of any such provisions, the
Registered Securities of such series, other than Registered Securities issued in
global form (which may be of any denomination), shall be issuable in
denominations of $25 and any integral multiple thereof.

SECTION 303. Execution, Authentication, Delivery and Dating.

The Securities shall be executed on behalf of the Company by its Chairman, its
President or a Vice President, under its corporate seal reproduced thereon
attested by its Secretary or an Assistant Secretary. The signature of any of
these officers on the Securities may be the manual or facsimile signatures of
the present or any future such authorized officer and may be imprinted or
otherwise reproduced on the Securities.

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

At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with such Company Order shall authenticate and deliver such Securities. If not
all the Securities of any series are to be issued at one time and if the Board
Resolution or supplemental indenture establishing such series shall so permit,
such Company Order may set forth procedures acceptable to the Trustee for the
issuance of such Securities and determining terms of particular Securities of
such series such as interest rate, maturity date, date of issuance and date from
which interest shall accrue.

In authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to TIA Sections 315(a) through 315(d)) shall
be fully protected in relying upon, an Opinion of Counsel stating:

     (a)    that the form or forms of such Securities have been established in
            conformity with the provisions of this Indenture;

     (b)    that the terms of such Securities have been established in
            conformity with the provisions of this Indenture;

     (c)    that such Securities, when completed by appropriate insertions and
            executed and delivered by the Company to the Trustee for
            authentication in accordance with this Indenture, authenticated and
            delivered by the Trustee in accordance with this Indenture and
            issued by the Company in the manner and subject to any conditions
            specified in such Opinion of

                                      -19-


<Page>




            Counsel, will constitute the legal, valid and binding obligations of
            the Company, enforceable in accordance with their terms, subject to
            applicable bankruptcy, insolvency, reorganization and other similar
            laws of general applicability relating to or affecting the
            enforcement of creditors' rights, to general equitable principles
            and to such other customary qualifications;

     (d)    that all laws and requirements in respect of the execution and
            delivery by the Company of such Securities, and of the supplemental
            indentures, if any, have been complied with and that authentication
            and delivery of such Securities and the execution and delivery of
            the supplemental indenture, if any, by the Trustee will not violate
            the terms of the Indenture;

     (e)    that the Company has the corporate power to issue such Securities,
            and has duly taken all necessary corporate action with respect to
            such issuance; and

     (f)    that the issuance of such Securities will not contravene the
            articles of incorporation or by-laws of the Company or result in any
            violation of any of the terms or provisions of any law or regulation
            or of any indenture, mortgage or other agreement known to such
            Counsel by which the Company is bound.

Notwithstanding the provisions of Section 301 and of the preceding two
paragraphs, if not all the Securities of any series are to be issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to the preceding two paragraphs prior to or at the
time of issuance of each Security, but such documents shall be delivered prior
to or at the time of issuance of the first Security of such series.

The Trustee shall not be required to authenticate and deliver any such
Securities if the issue of such Securities pursuant to this Indenture will
affect the Trustee's own rights, duties or immunities under the Securities and
this Indenture or otherwise in a manner which is not reasonably acceptable to
the Trustee. Each Registered Security shall be dated the date of its
authentication.

No Security shall be entitled to any benefit under this Indenture or be valid or
obligatory for any purpose unless there appears on such Security a certificate
of authentication substantially in the form provided for herein duly executed by
the Trustee by manual signature of an authorized officer, and such certificate
upon any Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. 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 310 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) 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 never be entitled
to the benefits of this Indenture.

SECTION 304. Temporary Securities.

Pending the preparation of definitive Securities of any series, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination,

                                      -20-


<Page>




substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form, and with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as conclusively evidenced by their execution of such Securities. Such
temporary Securities may be in global form.

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

If temporary Securities of any series are issued in global form, any such
temporary global Security shall, unless otherwise provided therein, be delivered
to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euroclear and CEDEL S.A., for credit to the
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

Without unnecessary delay but in any event not later than the date specified in,
or determined pursuant to the terms of, any such temporary global Security (the
"Exchange Date"), the Company shall deliver to the Trustee definitive
Securities, in aggregate principal amount equal to the principal amount of such
temporary global Security, executed by the Company. On or after the Exchange
Date such temporary global Security shall be surrendered by the Common
Depositary to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged. The definitive Securities to be delivered in exchange for any such
temporary global Security shall be in registered form or permanent global
registered form, or any combination thereof, as specified as contemplated by
Section 301, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof; provided, however, that, unless otherwise
specified in such temporary global Security, upon such presentation by the
Common Depositary, such temporary global Security is accompanied by a
certificate dated the Exchange Date or a subsequent date and signed by Euroclear
as to the portion of such temporary global Security held for its account then to
be exchanged and a certificate dated the Exchange Date or a subsequent date and
signed by CEDEL S.A. as to the portion of such temporary global Security held
for its account then to be exchanged, each in such other form as may be
established pursuant to Section 301.

Unless otherwise specified in such temporary global Security, the interest of a
beneficial owner of Securities of a series in a temporary global Security shall
be exchanged for definitive Securities of the same series and of like tenor
following the Exchange Date when the account holder instructs Euroclear or CEDEL
S.A., as the case may be, to request such exchange on his behalf and delivers to
Euroclear or CEDEL S.A., as the case may be, a certificate in such form as may
be established pursuant to Section 301, dated no earlier than 15 days prior to
the Exchange Date, copies of which certificate shall be available from

                                      -21-


<Page>




the offices of Euroclear and CEDEL S.A., the Trustee, any Authenticating Agent
appointed for such series of Securities and each Paying Agent. Unless otherwise
specified in such temporary global Security, any such exchange shall be made
free of charge to the beneficial owners of such temporary global Security,
except that a Person receiving definitive Securities must bear the cost of
insurance, postage, transportation and the like in the event that such Person
does not take delivery of such definitive Securities in person at the offices of
Euroclear or CEDEL S.A.

Until exchanged in full as hereinabove provided, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that, unless otherwise specified
as contemplated by Section 301, interest payable on a temporary global Security
on an Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear and CEDEL S.A. on such
Interest Payment Date upon delivery by Euroclear and CEDEL S.A. to the Trustee
of a certificate or certificates in such form as may be established pursuant to
Section 301, for credit without further interest on or after such Interest
Payment Date to the respective accounts of the Persons who are the beneficial
owners of such temporary global Security on such Interest Payment Date and who
have each delivered to Euroclear or CEDEL S.A., as the case may be, a
certificate dated no earlier than 15 days prior to the Interest Payment Date
occurring prior to such Exchange Date in such form as may be established
pursuant to Section 301. Notwithstanding anything to the contrary herein
contained, the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this Section and
of the third paragraph of Section 303 of this Indenture and the interests of the
Persons who are the beneficial owners of the temporary global Security with
respect to which such certification was made will be exchanged for definitive
Securities of the same series and of like tenor on the Exchange Date or the date
of certification if such date occurs after the Exchange Date, without further
act or deed by such beneficial owners. Except as otherwise provided in this
paragraph, no payments or principal or interest owing with respect to a
beneficial interest in a temporary global Security will be made unless and until
such interest in such temporary global Security shall have been exchanged for an
interest in a definitive Security. Any interest so received by Euroclear and
CEDEL S.A. and not paid as herein provided shall be returned to the Trustee
immediately prior to the expiration of two years after such Interest Payment
Date in order to be repaid to the Company in accordance with Section 1003.

SECTION 305. Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee
a register for each series of Securities (the registers maintained in the
Corporate Trust Office of the Trustee and in any other office or agency of the
Company in a Place of Payment being herein sometimes collectively referred to as
the "Security Register") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of Registered
Securities and of transfers of Registered Securities. The Security Register
shall be in written form or any other form capable of being converted into
written form within a reasonable time. At all reasonable times, the Security
Register shall be open to inspection by the Trustee. The Trustee is hereby
initially appointed as security registrar (the "Security Registrar") for the
purpose of registering Registered Securities and transfers of Registered
Securities as herein provided.

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

                                      -22-


<Page>




At the option of the Holder, Registered Securities of any series may be
exchanged for other Registered Securities of the same series, of any authorized
denomination and of a like aggregate principal amount, upon surrender of the
Registered Securities to be exchanged at such office or agency. Whenever any
Registered Securities are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Registered
Securities which the Holder making the exchange is entitled to receive.

Notwithstanding the foregoing, except as otherwise specified as contemplated by
Section 301, any permanent global Security shall be exchangeable only as
provided in this paragraph. If any beneficial owner of an interest in a
permanent global Security is entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 301 and provided that
any applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Security, executed by the Company. On or after the earliest date on which
such interests may be so exchanged, such permanent global Security shall be
surrendered by the Common Depositary or such other depositary as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge, and the Trustee shall
authenticate and deliver, in exchange for each portion of such permanent global
Security, an equal aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged which shall be in the form of
Registered Securities; provided, however, that no such exchanges may occur
during a period beginning at the opening of business 15 days before any
selection of Securities to be redeemed and ending on the relevant Redemption
Date if the Security for which exchange is requested may be among those selected
for redemption. If a Registered Security is issued in exchange for any portion
of a permanent global Security after the close of business at the office or
agency where such exchange occurs on (i) any Regular Record Date and before the
opening of business at such office or agency on the relevant Interest Payment
Date, or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted Interest,
interest or Defaulted Interest, as the case may be, will not be payable on such
Interest Payment Date or proposed date for payment, as the case may be, in
respect of such Registered Security, but will be payable on such Interest
Payment Date or proposed date of payment, as the case may be, only to the Person
to whom interest in respect of such portion of such permanent global Security is
payable in accordance with the provisions of this Indenture.

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

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

No service charge shall be made for any registration of transfer or exchange of
Securities, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may

                                      -23-


<Page>




be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906, 1107 or 1305 not
involving any transfer.

The Company shall not be required (i) to issue, register the transfer of or
exchange Securities of any series during a period beginning at the opening of
business 15 days before the day of the selection for redemption of Securities of
that series under Section 1103 or 1203 and ending at the close of business on
the date of the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part, or (iii) to issue, register the transfer of or exchange
any Security which has been surrendered for repayment at the option of the
Holder, except the portion, if any, of such Security not to be so repaid.

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities. If any mutilated
Security is surrendered to the Trustee, the Company shall execute and the
Trustee shall authenticate and deliver in exchange therefor a new Security of
the same series and of like tenor and principal amount and bearing a number not
contemporaneously outstanding, or, in case any such mutilated Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security. If there shall be
delivered to the Company and to the Trustee (i) evidence to their satisfaction
of the destruction, loss or theft of any Security and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Trustee that such Security has been acquired by a bona fide purchaser, the
Company shall execute and upon Company Order the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding, or, in case any such destroyed, lost or
stolen Security has become or is about to become due and payable, the Company in
its discretion may, instead of issuing a new Security, pay such Security. Upon
the issuance of any new Security under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other government charge that may
be imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith.

Every new Security of any series issued pursuant to this Section in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder. The
provisions of this Section are exclusive and shall preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities.

SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest
Reset.

     (a) Unless otherwise provided as contemplated by Section 301 with respect
to any series of Securities, interest on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name such Security (or one or more

                                      -24-


<Page>




Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 1002; provided, however, that each
installment of interest on any Registered Security may at the Company's option
be paid by (i) mailing a check for such interest, payable to or upon the written
order of the Person entitled thereto pursuant to Section 309, to the address of
such Person as it appears on the Security Register or (ii) transfer to an
account maintained by the payee located in the United States.

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

            (1)    The Company may elect to make payment of any Defaulted
                   Interest to the Persons in whose names the Registered
                   Securities of such series (or their respective Predecessor
                   Securities) are registered at the close of business on a
                   Special Record Date for the payment of such Defaulted
                   Interest, which shall be fixed in the following manner. The
                   Company shall notify the Trustee in writing of the amount of
                   Defaulted Interest proposed to be paid on each Registered
                   Security of such series and the date of the proposed payment,
                   and at the same time the Company shall deposit with the
                   Trustee an amount of money in the Currency in which the
                   Securities of such series are payable (except as otherwise
                   specified pursuant to Section 301 for the Securities of such
                   series and except, if applicable, as provided in Sections
                   312(b), 312(d) and 312(e)) equal to the aggregate amount
                   proposed to be paid in respect of such Defaulted Interest or
                   shall make arrangements satisfactory to the Trustee for such
                   deposit on or prior to the date of the proposed payment, such
                   money when deposited to be held in trust for the benefit of
                   the Persons entitled to such Defaulted Interest as in this
                   clause provided. Thereupon the Trustee shall fix a Special
                   Record Date for the payment of such Defaulted Interest which
                   shall be not more than 15 days and not less than 10 days
                   prior to the date of the proposed payment and not less than
                   10 days after the receipt by the Trustee of the notice of the
                   proposed payment. The Trustee shall promptly notify the
                   Company of such Special Record Date and, in the name and at
                   the expense of the Company, shall cause notice of the
                   proposed payment of such Defaulted Interest and the Special
                   Record Date therefor to be given in the manner provided in
                   Section 106, not less than 10 days prior to such Special
                   Record Date. Notice of the proposed payment of such Defaulted
                   Interest and the Special Record Date therefor having been so
                   given, such Defaulted Interest shall be paid to the Persons
                   in whose name the Registered Securities of such series (or
                   their respective Predecessor Securities) are registered at
                   the close of business on such Special Record Date and shall
                   no longer be payable pursuant to the following clause (2).

            (2)    The Company may make payment of any Defaulted Interest on the
                   Registered Securities of any series in any other lawful
                   manner not inconsistent with the requirements of any
                   securities exchange on which such Securities may be listed,

                                      -25-


<Page>




                   and upon such notice as may be required by such exchange, if,
                   after notice given by the Company to the Trustee of the
                   proposed payment pursuant to this clause, such manner of
                   payment shall be deemed practicable by the Trustee.

     (b)    The provisions of this Section 307(b) may be made applicable to any
            series of Securities pursuant to Section 301 (with such
            modifications, additions or substitutions as may be specified
            pursuant to such Section 301). The interest rate (or the spread or
            spread multiplier used to calculate such interest rate, if
            applicable) on any Security of such series may be reset by the
            Company on the date or dates specified on the face of such Security
            (each an "Optional Reset Date"). The Company may exercise such
            option with respect to such Security by notifying the Trustee of
            such exercise at least 50 but not more than 60 days prior to an
            Optional Reset Date for such Note.  Not later than 40 days prior to
            each Optional Reset Date, the Trustee shall transmit, in the manner
            provided for in Section 106, to the Holder of any such Security a
            notice (the "Reset Notice") indicating whether the Company has
            elected to reset the interest rate (or the spread or spread
            multiplier used to calculate such interest rate, if applicable), and
            if so (i) such new interest rate (or such new spread or spread
            multiplier, if applicable) and (ii) the provisions, if any, for
            redemption during the period from such Optional Reset Date to the
            next Optional Reset Date or if there is no such next Optional Reset
            Date, to the Stated Maturity Date of such Security (each such period
            a "Subsequent Interest Period"), including the date or dates on
            which or the period or periods during which and the price or prices
            at which such redemption may occur during the Subsequent Interest
            Period.

Notwithstanding the foregoing, not later than 20 days prior to the Optional
Reset Date, the Company may, at its option, revoke the interest rate (or the
spread or spread multiplier used to calculate such interest rate, if applicable)
provided for in the Reset Notice and establish an interest rate (or a spread or
spread multiplier used to calculate such interest rate, if applicable) that is
higher than the interest rate (or the spread or spread multiplier, if
applicable) provided for in the Reset Notice, for the Subsequent Interest Period
by causing the Trustee to transmit, in the manner provided for in Section 106,
notice of such higher interest rate (or such higher spread or spread multiplier,
if applicable) to the Holder of such Security. Such notice shall be irrevocable.
All Securities with respect to which the interest rate (or the spread or spread
multiplier used to calculate such interest rate, if applicable) is reset on an
Optional Reset Date, and with respect to which the Holders of such Securities
have not tendered such Securities for repayment (or have validly revoked any
such tender) pursuant to the next succeeding paragraph, will bear such higher
interest rate (or such higher spread or spread multiplier, if applicable).

The Holder of any such Security will have the option to elect repayment by the
Company of the principal of such Security on each Optional Reset Date at a price
equal to the principal amount thereof plus interest accrued to such Optional
Reset Date. In order to obtain repayment on an Optional Reset Date, the Holder
must follow the procedures set forth in Article Thirteen for repayment at the
Option of Holders except that the period for delivery or notification to the
Trustee shall be at least 25 but not more than 35 days prior to such Optional
Reset Date and except that, if the Holder has tendered any Security for
repayment pursuant to the Reset Notice, the Holder may, by written notice to the
Trustee, revoke such tender or repayment until the close of business on the
tenth day before such Optional Reset Date.

                                      -26-


<Page>




SECTION 308. Persons Deemed Owners.

Prior to due presentment of a Registered Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Registered Security is registered as the owner of
such Registered Security for the purpose of receiving payment of principal of
(and premium, if any, on) and (subject to Sections 305 and 307) interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and none of the Company, the Trustee or any agent of the Company or the
Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee, any Paying Agent or the Security Registrar
will have any responsibility or liability for any aspect of the records relating
to or payments made on account of beneficial ownership interests of a Security
in global form or for maintaining, supervising or reviewing any records relating
to such beneficial ownership interests.

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.

SECTION 309. Cancellation.

All Securities surrendered for payment, redemption, repayment at the option of
the Holder, registration of transfer or exchange or for credit against any
current or future sinking fund payment shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee. All Securities so delivered to
the Trustee shall be promptly canceled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. If the Company shall so
acquire any of the Securities, however, such acquisition shall not operate as a
redemption or satisfaction of the indebtedness represented by such Securities
unless and until the same are surrendered to the Trustee for cancellation. No
Securities shall be authenticated in lieu of or in exchange for any Securities
canceled as provided in this Section, except as expressly permitted by this
Indenture. All canceled Securities held by the Trustee shall be disposed of by
the Trustee in accordance with its customary procedures and certification of
their disposal delivered to the Company unless by Company Order the Company
shall direct that canceled Securities be returned to it.

SECTION 310. Computation of Interest.

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

SECTION 311. Currency and Manner of Payments in Respect of Securities.

     (a)    With respect to Registered Securities of any series not permitting
            the election provided for in paragraph (b) below or the Holders of
            which have not made the election provided for


                                      -27-


<Page>




            in paragraph (b) below, payment of the principal of (and premium, if
            any, on) and interest, if any, on any Registered Security of such
            series will be made in the Currency in which such Registered
            Security is payable. The provisions of this Section 311 may be
            modified or superseded with respect to any Securities pursuant to
            Section 301.

     (b)    It may be provided pursuant to Section 301 with respect to
            Registered Securities of any series that Holders shall have the
            option, subject to paragraphs (d) and (e) below, to receive payments
            of principal of (and premium, if any, on) or interest, if any, on
            such Registered Securities in any of the Currencies which may be
            designated for such election by delivering to the Trustee a written
            election with signature guarantees and in the applicable form
            established pursuant to Section 301, not later than the close of
            business on the Election Date immediately preceding the applicable
            payment date.  If a Holder so elects to receive such payments in any
            such Currency, such election will remain in effect for such Holder
            or any transferee of such Holder until changed by such Holder or
            such transferee by written notice to the Trustee (but any such
            change must be made not later than the close of business on the
            Election Date immediately preceding the next payment date to be
            effective for the payment to be made on such payment date and no
            such change of election may be made with respect to payments to be
            made on any Registered Security of such series with respect to which
            an Event of Default has occurred or with respect to which the
            Company has deposited funds pursuant to Article Four or Fourteen or
            with respect to which a notice of redemption has been given by the
            Company or a notice of option to elect repayment has been sent by
            such Holder or such transferee).  Any Holder of any such Registered
            Security who shall not have delivered any such election to the
            Trustee not later than the close of business on the applicable
            Election Date will be paid the amount due on the applicable payment
            date in the relevant Currency as provided in Section 311(a).  The
            Trustee shall notify the Exchange Rate Agent as soon as practicable
            after the Election Date of the aggregate principal amount of
            Registered Securities for which Holders have made such written
            election.

     (c)    Unless otherwise specified pursuant to Section 301, if the election
            referred to in paragraph (b) above has been provided for pursuant to
            Section 301, then, unless otherwise specified pursuant to Section
            301, not later than the fourth Business Day after the Election Date
            for each payment date for Registered Securities of any series, the
            Exchange Rate Agent will deliver to the Company a written notice
            specifying, in the Currency in which Registered Securities of such
            series are payable, the respective aggregate amounts of principal of
            (and premium, if any, on) and interest, if any, on the Registered
            Securities to be paid on such payment date, specifying the amounts
            in such Currency so payable in respect of the Registered Securities
            as to which the Holders of Registered Securities of such series
            shall have elected to be paid in another Currency as provided in
            paragraph (b) above. If the election referred to in paragraph (b)
            above has been provided for pursuant to Section 301 and if at least
            one Holder has made such election, then, unless otherwise specified
            pursuant to Section 301, on the second Business Day preceding such
            payment date the Company will deliver to the Trustee for such series
            of Registered Securities an Exchange Rate Officer's Certificate in
            respect of the Dollar or Foreign Currency payments to be made on
            such payment date.  Unless otherwise specified pursuant to Section
            301, the Dollar or Foreign Currency amount receivable by Holders of
            Registered Securities who have elected payment in a Currency as
            provided in paragraph (b) above shall be determined by the
                                      -28-


<Page>




            Company on the basis of the applicable Market Exchange Rate in
            effect on the third Business Day (the "Valuation Date") immediately
            preceding each payment date and such determination shall be
            conclusive and binding for all purposes, absent manifest error.

     (d)    If a Conversion Event occurs with respect to a Foreign Currency in
            which any of the Securities are denominated or payable other than
            pursuant to an election provided for pursuant to paragraph (b)
            above, then with respect to each date for the payment of principal
            of (and premium, if any, on) and interest, if any, on the applicable
            Securities denominated or payable in such Foreign Currency occurring
            after the last date on which such Foreign Currency was used (the
            "Conversion Date"), the Dollar shall be the Currency of payment for
            use on each such payment date.  Unless otherwise specified pursuant
            to Section 301, the Dollar amount to be paid by the Company to the
            Trustee and by the Trustee or any Paying Agent to the Holders of
            such Securities with respect to such payment date shall be, in the
            case of a Foreign Currency other than a currency unit, the Dollar
            Equivalent of the Foreign Currency or, in the case of a currency
            unit, the Dollar Equivalent of the Currency Unit, in each case as
            determined by the Exchange Rate Agent in the manner provided in
            paragraph (f) or (g) below.

     (e)    Unless otherwise specified pursuant to Section 301, if the Holder of
            a Registered Security denominated in any Currency shall have elected
            to be paid in another Currency as provided in paragraph (b) above,
            and a Conversion Event occurs with respect to such elected Currency,
            such Holder shall receive payment in the Currency in which payment
            would have been made in the absence of such election; and if a
            Conversion Event occurs with respect to the Currency in which
            payment would have been made in the absence of such election, such
            Holder shall receive payment in Dollars as provided in paragraph (d)
            above.

     (f)    The "Dollar Equivalent of the Foreign Currency" shall be determined
            by the Exchange Rate Agent and shall be obtained for each subsequent
            payment date by converting the specified Foreign Currency into
            Dollars at the Market Exchange Rate on the Conversion Date.

     (g)    The "Dollar Equivalent of the Currency Unit" shall be determined by
            the Exchange Rate Agent and subject to the provisions of paragraph
            (h) below shall be the sum of each amount obtained by converting the
            Specified Amount of each Component Currency into Dollars at the
            Market Exchange Rate for such Component Currency on the Valuation
            Date with respect to each payment.

     (h)    For purposes of this Section 311 the following terms shall have the
            following meanings:

            A "Component Currency" shall mean any Currency which, on the
            Conversion Date, was a component currency of the relevant currency
            unit, including, but not limited to, the ECU. A "Specified Amount"
            of a Component Currency shall mean the number of units of such
            Component Currency or fractions thereof which were represented in
            the relevant currency unit, including, but not limited to, the ECU,
            on the Conversion Date. If after the Conversion Date the official
            unit of any Component Currency is altered by way of combination or
            subdivision, the Specified Amount of such Component Currency shall
            be

                                      -29-


<Page>




            divided or multiplied in the same proportion. If after the
            Conversion Date two or more Component Currencies are consolidated
            into a single currency, the respective Specified Amounts of such
            Component Currencies shall be replaced by an amount in such single
            Currency equal to the sum of the respective Specified Amounts of
            such consolidated Component Currencies expressed in such single
            Currency, and such amount shall thereafter be a Specified Amount and
            such single Currency shall thereafter be a Component Currency. If
            after the Conversion Date any Component Currency shall be divided
            into two or more currencies, the Specified Amount of such Component
            Currency shall be replaced by amounts of such two or more
            currencies, having an aggregate Dollar Equivalent value at the
            Market Exchange Rate on the date of such replacement equal to the
            Dollar Equivalent value of the Specified Amount of such former
            Component Currency at the Market Exchange Rate immediately before
            such division and such amounts shall thereafter be Specified Amounts
            and such currencies shall thereafter be Component Currencies. If,
            after the Conversion Date of the relevant currency unit, including,
            but not limited to, the ECU, a Conversion Event (other than any
            event referred to above in this definition of "Specified Amount")
            occurs with respect to any Component Currency of such currency unit
            and is continuing on the applicable Valuation Date, the Specified
            Amount of such Component Currency shall, for purposes of calculating
            the Dollar Equivalent of the Currency Unit, be converted into
            Dollars at the Market Exchange Rate in effect on the Conversion Date
            of such Component Currency.

            "Election Date" shall mean the date for any series of Registered
            Securities as specified pursuant to clause (13) of Section 301 by
            which the written election referred to in paragraph (b) above may be
            made.

All decisions and determinations of the Exchange Rate Agent regarding the Dollar
Equivalent of the Foreign Currency, the Dollar Equivalent of the Currency Unit,
the Market Exchange Rate and changes in the Specified Amounts as specified above
shall be in its sole discretion and shall, in the absence of manifest error, be
conclusive for all purposes and irrevocably binding upon the Company, the
Trustee and all Holders of such Securities denominated or payable in the
relevant Currency. The Exchange Rate Agent shall promptly give written notice to
the Company and the Trustee of any such decision or determination.

In the event that the Company determines in good faith that a Conversion Event
has occurred with respect to a Foreign Currency, the Company will immediately
give written notice thereof to the Trustee and to the Exchange Rate Agent (and
the Trustee will promptly thereafter give notice in the manner provided for in
Section 106 to the affected Holders) specifying the Conversion Date. In the
event the Company so determines that a Conversion Event has occurred with
respect to the ECU or any other currency unit in which Securities are
denominated or payable, the Company will immediately give written notice thereof
to the Trustee and to the Exchange Rate Agent (and the Trustee will promptly
thereafter give notice in the manner provided for in Section 106 to the affected
Holders) specifying the Conversion Date and the Specified Amount of each
Component Currency on the Conversion Date. In the event the Company determines
in good faith that any subsequent change in any Component Currency as set forth
in the definition of Specified Amount above has occurred, the Company will
similarly give written notice to the Trustee and the Exchange Rate Agent.

The Trustee shall be fully justified and protected in relying and acting upon
information received by it from the Company and the Exchange Rate Agent and
shall not otherwise have any duty or obligation to

                                      -30-


<Page>




determine the accuracy or validity of such information independent of the
Company or the Exchange Rate Agent.

SECTION 312. Appointment and Resignation of Successor Exchange Rate Agent.

     (a)    Unless otherwise specified pursuant to Section 301, if and so long
            as the Securities of any series (i) are denominated in a Currency
            other than Dollars or (ii) may be payable in a Currency other than
            Dollars, or so long as it is required under any other provision of
            this Indenture, then the Company will maintain with respect to each
            such series of Securities, or as so required, at least one Exchange
            Rate Agent. The Company will cause the Exchange Rate Agent to make
            the necessary foreign exchange determinations at the time and in the
            manner specified pursuant to Section 301 for the purpose of
            determining the applicable rate of exchange and, if applicable, for
            the purpose of converting the issued Currency into the applicable
            payment Currency for the payment of principal (and premium, if any)
            and interest, if any, pursuant to Section 311.

     (b)    No resignation of the Exchange Rate Agent and no appointment of a
            successor Exchange Rate Agent pursuant to this Section shall become
            effective until the acceptance of appointment by the successor
            Exchange Rate Agent as evidenced by a written instrument delivered
            to the Company and the Trustee.

     (c)    If the Exchange Rate Agent shall resign, be removed or become
            incapable of acting, or if a vacancy shall occur in the office of
            the Exchange Rate Agent for any cause with respect to the Securities
            of one or more series, the Company, by or pursuant to a Board
            Resolution, shall promptly appoint a successor Exchange Rate Agent
            or Exchange Rate Agents with respect to the Securities of that or
            those series (it being understood that any such successor Exchange
            Rate Agent may be appointed with respect to the Securities of one or
            more or all of such series and that, unless otherwise specified
            pursuant to Section 301, at any time there shall only be one
            Exchange Rate Agent with respect to the Securities of any particular
            series that are originally issued by the Company on the same date
            and that are initially denominated and/or payable in the same
            Currency).


                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

This Indenture shall upon Company Request cease to be of further effect with
respect to any series of Securities specified in such Company Request (except as
to any surviving rights of registration of transfer or exchange of Securities of
such series herein expressly provided for and the obligation of the Company to
pay any Additional Amounts as contemplated by Section 1005) and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture as to such series when

                                      -31-


<Page>


     (1)    either

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

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

                   (i)    have become due and payable, or

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

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

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

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 606, the obligations of
the Trustee to any Authenticating Agent under Section 611 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, and this
Indenture, to the payment either directly or through any Paying Agent (including
the

                                      -32-


<Page>




Company acting as its own Paying Agent) as the Trustee may determine, to the
Persons entitled thereto, of the principal (and premium, if any) and interest
for whose payment such money has been deposited with the Trustee; but such money
need not be segregated from other funds except to the extent required by law.

                                  ARTICLE FIVE
                                    REMEDIES

SECTION 501. Events of Default.

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

     (1)    default in the payment of any interest on any Security of that
            series when such interest becomes due and payable, and continuance
            of such default for a period of 30 days; provided, that, if
            Securities are issued to a NWPS Trust or a trustee of such trust in
            connection with the issuance of Trust Securities by such trust, such
            thirty (30) day period will be replaced by a ten (10) day period;
            and provided, further, that a valid extension of the interest
            payment period by the Company in accordance with the terms of any
            indenture supplemental hereto shall not constitute a default in the
            payment of interest for this purpose; or

     (2)    default in the payment of the principal of (or premium, if any, on)
            any Security of that series at its Maturity; provided, however, that
            a valid extension of the maturity of such Securities in accordance
            with the terms of any indenture supplemental hereto shall not
            constitute a default in the payment of principal or premium, if any;
            or

     (3)    default in the deposit of any sinking fund payment, when and as due
            by the terms of the Securities of that series and Article 12; or

     (4)    default in the performance, or breach, of any covenant or agreement
            of the Company in this Indenture which affects or is applicable to
            the Securities of that series (other than a default in the
            performance, or breach of a covenant or agreement which is
            specifically dealt with elsewhere in this Section or which has
            expressly been included in this Indenture solely for the benefit of
            one or more series of Securities other than that series), and
            continuance of such default or breach for a period of 60 days after
            there has been given, by registered or certified mail, to the
            Company by the Trustee or to the Company and the Trustee by the
            Holders of at least 25% in principal amount of all Outstanding
            Securities of that series a written notice specifying such default
            or breach and requiring it to be remedied and stating that such
            notice is a "Notice of Default" hereunder; or

     (5)    the entry of a decree or order by a court having jurisdiction in the
            premises adjudging the Company a bankrupt or insolvent, or approving
            as properly filed a petition seeking reorganization, arrangement,
            adjustment or composition of or in respect of the Company under the
            Federal Bankruptcy Code or any other applicable federal or state
            law, or

                                      -33-


<Page>




            appointing a receiver, liquidator, assignee, trustee, sequestrator
            (or other similar official) of the Company or of any substantial
            part of its property, or ordering the winding up or liquidation of
            its affairs, and the continuance of any such decree or order
            unstayed and in effect for a period of 90 consecutive days; or

     (6)    in the event Securities are issued and sold to a NWPS Trust or a
            trustee of such trust in connection with the issuance of Trust
            Securities by such NWPS Trust, such NWPS Trust shall have
            voluntarily or involuntarily dissolved, wound-up its business or
            otherwise terminated its existence except in connection with (i) the
            distribution of Securities to holders of Trust Securities in
            liquidation or redemption of their interests in such NWPS Trust,
            (ii) the redemption of all of the outstanding Trust Securities of
            such NWPS Trust or (iii) certain mergers, consolidations or
            amalgamations, each as permitted by the Declaration of such NWPS
            Trust.

     (7)    the institution by the Company of proceedings to be adjudicated a
            bankrupt or insolvent, or the consent by it to the institution of
            bankruptcy or insolvency proceedings against it, or the filing by it
            of a petition or answer or consent seeking reorganization or relief
            under the Federal Bankruptcy Code or any other applicable federal or
            state law, or the consent by it to the filing of any such petition
            or to the appointment of a receiver, liquidator, assignee, trustee,
            sequestrator (or other similar official) of the Company or of any
            substantial part of its property, or the making by it of an
            assignment for the benefit of creditors, or the admission by it in
            writing of its inability to pay its debts generally as they become
            due; or

     (8)    any other Event of Default provided with respect to Securities of
            that series.

SECTION 502. Acceleration of Maturity; Rescission and Annulment.
If an Event of Default described in clause (1), (2), (3), (4) or (7) of Section
501 with respect to Securities of any series at the time Outstanding occurs and
is continuing, then in every such case the Trustee or the Holders of not less
than 25% in principal amount of the Outstanding Securities of that series may
declare the principal amount (or, if the Securities of that series are Original
Issue Discount Securities or Indexed Securities, such portion of the principal
amount as may be specified in the terms of that series) of all of the Securities
of that series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified portion thereof) shall become immediately
due and payable. If an Event of Default specified in Section 501(5) or 501(6)
occurs and is continuing, then the principal amount of all the Securities shall
ipso facto become and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.

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

                                      -34-


<Page>




     (1)    the Company has paid or deposited with the Trustee a sum sufficient
            to pay in the Currency in which the Securities of such series are
            payable (except as otherwise specified pursuant to Section 301 for
            the Securities of such series and except, if applicable, as provided
            in Sections 312(b), 312(d) and 312(e)),

            (A)    all overdue interest on all Outstanding Securities of that
                   series (or of all series, as the case may be),

            (B)    all unpaid principal of (and premium, if any, on) any
                   Outstanding Securities of that series (or of all series, as
                   the case may be) which has become due otherwise than by such
                   declaration of acceleration, and interest on such unpaid
                   principal at the rate or rates prescribed therefor in such
                   Securities,

            (C)    interest on overdue interest at the rate or rates prescribed
                   therefor in such Securities, and

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

     (2)    all Events of Default with respect to Securities of that series (or
            of all series, as the case may be), other than the non-payment of
            amounts of principal of (or premium, if any, on) or interest on
            Securities of that series (or of all series, as the case may be)
            which have become due solely by such declaration of acceleration,
            have been cured or waived as provided in Section 513.

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

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.
The Company covenants that if:

     (1)    default is made in the payment of any installment of interest on any
            Security when such interest becomes due and payable and such default
            continues for a period of 30 days or 10 days in the case of
            Securities issued to a NWPS Trust or a trustee of such trust, or

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

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

                                      -35-


<Page>




If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such proceeding to judgment or final decree and may enforce the same
against the Company or any other obligor upon such Securities and collect the
moneys adjudged or decreed to be payable in the manner provided by law out of
the property of the Company or any other obligor upon such Securities, wherever
situated.

If an Event of Default with respect to Securities of any series (or of all
series, as the case may be) occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders of Securities of such series (or of all series, as the case may be) by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy. SECTION 504.
Trustee May File Proofs of Claim.

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

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 606.

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
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

                                      -36-


<Page>




SECTION 505. Trustee May Enforce Claims Without Possession of Securities.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

SECTION 506. Application of Money Collected.

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

     First:        To the payment of all amounts due the Trustee under Section
                   606;

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

     Third:        The balance, if any, to the Company or any other Person or
                   Persons entitled thereto.

SECTION 507. Limitation on Suits.

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

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

     (2)    the Holders of not less than 25% in principal amount of the
            Outstanding Securities of that series in the case of any Event of
            Default described in clause (1), (2), (3), (4) or (7) of Section
            501, or, in the case of any Event of Default described in clause (5)
            or (6) of Section 501, the Holders of not less than 25% in principal
            amount of all Outstanding Securities, shall have made written
            request to the Trustee to institute proceedings in respect of such
            Event of Default in its own name as Trustee hereunder;

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

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

                                      -37-


<Page>




     (5)    no direction inconsistent with such written request has been given
            to the Trustee during such 60-day period by the Holders of a
            majority or more in principal amount of the Outstanding Securities
            of that series in the case of any Event of Default described in
            clause (1), (2), (3), (4) or (7) of Section 501, or, in the case of
            any Event of Default described in clause (5) or (6) of Section 501,
            by the Holders of a majority or more in principal amount of all
            Outstanding Securities;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Securities of the same series, in the case of any Event of Default
described in clause (1), (2), (3), (4) or (7) of Section 501, or of Holders of
all Securities in the case of any Event of Default described in clause (5) or
(6) of Section 501, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all Holders of Securities of the same series, in the case of any Event of
Default described in clause (1), (2), (3), (4) or (7) of Section 501, or of
Holders of all Securities in the case of any Event of Default described in
clause (5) or (6) of Section 501.

SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and
Interest.

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

SECTION 509. Restoration of Rights and Remedies.

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

SECTION 510. Rights and Remedies Cumulative.

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

                                      -38-


<Page>




SECTION 511. Delay or Omission Not Waiver.

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

SECTION 512. Control by Holders.

With respect to the Securities of any series, the Holders of not less than a
majority in principal amount of the Outstanding Securities of such series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee relating to or arising under clause (1), (2), (3), (4)
or (7) of Section 501, and, with respect to all Securities, the Holders of not
less than a majority in principal amount of all Outstanding Securities shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, not relating to or arising under clause (1), (2), (3),
(4) or (7) of Section 501, provided that in each case

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

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

     (3)    the Trustee need not take any action which might involve it in
            personal liability or be unjustly prejudicial to the Holders of
            Securities of such series not consenting.

SECTION 513. Waiver of Past Defaults.

Subject to Section 502, the Holders of not less than a majority in principal
amount of the Outstanding Securities of any series may on behalf of the Holders
of all the Securities of such series waive any past default described in clause
(1), (2), (3), (4) or (7) of Section 501 (or, in the case of a default described
in clause (5) or (6) of Section 501, the Holders of not less than a majority in
principal amount of all Outstanding Securities may waive any such past default),
and its consequences, except a default

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

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

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

                                      -39-


<Page>



SECTION 514. Undertaking for Costs.

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

SECTION 515. Waiver of Stay or Extension Laws.

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

                                   ARTICLE SIX
                                   THE TRUSTEE

SECTION 601. Notice of Defaults.

Within 90 days after the occurrence of any Default hereunder with respect to the
Securities of any series, the Trustee shall transmit in the manner and to the
extent provided in TIA Section 313(c), notice of such default hereunder known to
the Trustee, unless such Default shall have been cured or waived; provided,
however, that, except in the case of a Default in the payment of the principal
of (or premium, if any, on) or interest on any Security of such series or in the
payment of any sinking fund installment with respect to Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determine
that the withholding of such notice is in the interest of the Holders of
Securities of such series; and provided, further, that in the case of any
Default of the character specified in Section 501(3) with respect to Securities
of such series, no such notice to Holders shall be given until at least 30 days
after the occurrence thereof.

SECTION 602. Certain Rights of Trustee.

Subject to the provisions of TIA Sections 315(a) through 315(d):

     (1)    the Trustee may rely and shall be protected in acting or refraining
            from acting upon any resolution, certificate, statement, instrument,
            opinion, report, notice, request, direction, consent, order, bond,
            debenture, note, other evidence of indebtedness or other paper or

                                      -40-


<Page>




            document believed by it to be genuine and to have been signed or
            presented by the proper party or parties;

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

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

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

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

     (6)    the Trustee shall not be bound to make any investigation into the
            facts or matters stated in any resolution, certificate, statement,
            instrument, opinion, report, notice, request, direction, consent,
            order, bond, debenture, note, other evidence of indebtedness or
            other paper or document, but the Trustee, in its discretion, may
            make such further inquiry or investigation into such facts or
            matters as it may see fit, and, if the Trustee shall determine to
            make such further inquiry or investigation, it shall be entitled to
            examine the books, records and premises of the Company, personally
            or by agent or attorney;

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

     (8)    the Trustee shall not be liable for any action taken, suffered or
            omitted by it in good faith and believed by it to be authorized or
            within the discretion or rights or powers conferred upon it by this
            Indenture. The Trustee shall not be required to expend or risk its
            own funds or otherwise incur any financial liability in the
            performance of any of its duties hereunder, or in the exercise of
            any of its rights or powers if it shall have reasonable grounds for
            believing that repayment of such funds or adequate indemnity against
            such risk or liability is not reasonably assured to it.

SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities.
The recitals contained herein and in the Securities, except for the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent

                                      -41-


<Page>




assumes any responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities, except that the Trustee represents that it is duly authorized to
execute and deliver this Indenture, authenticate the Securities and perform its
obligations hereunder and that the statements made by it in a Statement of
Eligibility on Form T-1 supplied to the Company are true and accurate, subject
to the qualifications set forth therein. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

SECTION 604. May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar
or any other agent of the Company or of the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
TIA Sections 310(b) and 311, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 605. Money Held in Trust.

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

SECTION 606. Compensation and Reimbursement.

The Company agrees:

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

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

     (3)    to indemnify the Trustee for, and to hold it harmless against, any
            loss, liability or expense incurred without negligence or bad faith
            on its part, arising out of or in connection with the acceptance or
            administration of the trust or trusts hereunder, including the costs
            and expenses of defending itself against any claim or liability in
            connection with the exercise or performance of any of its powers or
            duties hereunder. The obligations of the Company under this Section
            to compensate the Trustee, to pay or reimburse the Trustee for
            expenses, disbursements and advances and to indemnify and hold
            harmless the Trustee shall constitute additional indebtedness
            hereunder and shall survive the satisfaction and discharge of this
            Indenture. As security for the performance of such obligations of
            the Company, the Trustee shall have a claim prior to the Securities
            upon all property and

                                      -42-


<Page>




            funds held or collected by the Trustee as such, except funds held in
            trust for the payment of principal of (and premium, if any, on) or
            interest on particular Securities.

SECTION 607. Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be eligible to act
as Trustee under TIA Section 310(a)(1) and shall have a combined capital and
surplus of at least $50,000,000. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of Federal,
State, territorial or District of Columbia supervising or examining authority,
then for the purposes of this Section, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

SECTION 608. Resignation and Removal; Appointment of Successor.

     (a)    No resignation or removal of the Trustee and no appointment of a
            successor Trustee pursuant to this Article shall become effective
            until the acceptance of appointment by the successor Trustee in
            accordance with the applicable requirements of Section 609.

     (b)    The Trustee may resign at any time with respect to the Securities of
            one or more series by giving written notice thereof to the Company.
            If the instrument of acceptance by a successor Trustee required by
            Section 609 shall not have been delivered to the Trustee within 30
            days after the giving of such notice of resignation, the resigning
            Trustee may petition any court of competent jurisdiction for the
            appointment of a successor Trustee with respect to the Securities of
            such series.

     (c)    The Trustee may be removed at any time with respect to the
            Securities of any series by Act of the Holders of not less than a
            majority in principal amount of the Outstanding Securities of such
            series, delivered to the Trustee and to the Company.

     (d)    If at any time:

            (1)    the Trustee shall fail to comply with the provisions of TIA
                   Section 310(b) after written request therefor by the Company
                   or by any Holder who has been a bona fide Holder of a
                   Security for at least six months, or

            (2)    the Trustee shall cease to be eligible under Section 607 and
                   shall fail to resign after written request therefor by the
                   Company or by any Holder who has been a bona fide Holder of a
                   Security for at least six months, or

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

                                      -43-


<Page>




                   then, in any such case, (i) the Company, by a Board
                   Resolution, may remove the Trustee with respect to all
                   Securities, or (ii) subject to TIA Section 315(e), any Holder
                   who has been a bona fide Holder of a Security for at least
                   six months may, on behalf of himself and all others similarly
                   situated, petition any court of competent jurisdiction for
                   the removal of the Trustee with respect to all Securities and
                   the appointment of a successor Trustee or Trustees.

     (e)    If the Trustee shall resign, be removed or become incapable of
            acting, or if a vacancy shall occur in the office of Trustee for any
            cause, with respect to the Securities of one or more series, the
            Company, by a Board Resolution, shall promptly appoint a successor
            Trustee or Trustees with respect to the Securities of that or those
            series (it being understood that any such successor Trustee may be
            appointed with respect to the Securities of one or more or all of
            such series and that at any time there shall be only one Trustee
            with respect to the Securities of any particular series).  If,
            within one year after such resignation, removal or incapability, or
            the occurrence of such vacancy, a successor Trustee with respect to
            the Securities of any series shall be appointed by Act of the
            Holders of a majority in principal amount of the Outstanding
            Securities of such series delivered to the Company and the retiring
            Trustee, the successor Trustee so appointed shall, forthwith upon
            its acceptance of such appointment, become the successor Trustee
            with respect to the Securities of such series and to that extent
            supersede the successor Trustee appointed by the Company.  If no
            successor trustee with respect to the Securities of any series shall
            have been so appointed by the Company or the Holders and accepted
            appointment in the manner hereinafter provided, any Holder who has
            been a bona fide Holder of a Security of such series for at least
            six months may, on behalf of himself and all others similarly
            situated, petition any court of competent jurisdiction for the
            appointment of a successor Trustee with respect to the Securities of
            such series.

     (f)    The Company shall give notice of each resignation and each removal
            of the Trustee with respect to the Securities of any series and each
            appointment of a successor Trustee with respect to the Securities of
            any series to the Holders of Securities of such series in the manner
            provided for in Section 106. Each notice shall include the name of
            the successor Trustee with respect to the Securities of such series
            and the address of its Corporate Trust Office.

SECTION 609. Acceptance of Appointment by Successor.

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

                                      -44-


<Page>




     (b)    In case of the appointment hereunder of a successor Trustee with
            respect to the Securities of one or more (but not all) series, the
            Company, the retiring Trustee and each successor Trustee with
            respect to the Securities of one or more series shall execute and
            deliver an indenture supplemental hereto wherein each successor
            Trustee shall accept such appointment and which (1) shall contain
            such provisions as shall be necessary or desirable to transfer and
            confirm to, and to vest in, each successor Trustee all the rights,
            powers, trusts and duties of the retiring Trustee with respect to
            the Securities of that or those series to which the appointment of
            such successor Trustee relates, (2) if the retiring Trustee is not
            retiring with respect to all Securities, shall contain such
            provisions as shall be deemed necessary or desirable to confirm that
            all the rights, powers, trusts and duties of the retiring Trustee
            with respect to the Securities of that or those series as to which
            the retiring Trustee is not retiring shall continue to be vested in
            the retiring Trustee, and (3) shall add to or change any of the
            provisions of this Indenture as shall be necessary to provide for or
            facilitate the administration of the trusts hereunder by more than
            one Trustee, it being understood that nothing herein or in such
            supplemental indenture shall constitute such Trustees co-trustees of
            the same trust and that each such Trustee shall be trustee of a
            trust or trusts hereunder separate and apart from any trust or
            trusts hereunder administered by any other such Trustee; and upon
            the execution and delivery of such supplemental indenture the
            resignation or removal of the retiring Trustee shall become
            effective to the extent provided therein and each such successor
            Trustee, without any further act, deed or conveyance, shall become
            vested with all the rights, powers, trusts and duties of the
            retiring Trustee with respect to the Securities of that or those
            series to which the appointment of such successor Trustee relates;
            but, on request of the Company or any successor Trustee, such
            retiring Trustee shall duly assign, transfer and deliver to such
            successor Trustee all property and money held by such retiring
            Trustee hereunder with respect to the Securities of that or those
            series to which the appointment of such successor Trustee relates.
            Whenever there is a successor Trustee with respect to one or more
            (but less than all) series of securities issued pursuant to this
            Indenture, the terms "Indenture" and "Securities" shall have the
            meanings specified in the provisos to the respective definitions of
            those terms in Section 101 which contemplate such situation.

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

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

SECTION 610. Merger, Conversion, Consolidation or Succession to Business.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee

                                      -45-


<Page>




then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities; and in case at that time any of the Securities
shall not have been authenticated, any successor Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor Trustee; and in all such cases such certificates shall have the full
force which it is anywhere in the Securities or in this Indenture provided that
the certificate of the Trustee shall have; provided, however, that the right to
adopt the certificate of authentication of any predecessor Trustee or to
authenticate Securities in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or consolidation.

SECTION 611. Appointment of Authenticating Agent.

At any time when any of the Securities remain Outstanding, the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series and the Trustee shall give written notice
of such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, in the manner provided for in
Section 106. Securities so authenticated shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Any such appointment shall be evidenced
by an instrument in writing signed by a Responsible Officer of the Trustee, and
a copy of such instrument shall be promptly furnished to the Company. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any state thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by federal or state authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect specified in this Section.

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

An Authenticating Agent may resign at any time by giving written notice thereof
to the Trustee and to the Company. The Trustee may at any time terminate the
agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give written notice of
such

                                      -46-


<Page>




appointment to all Holders of Securities of the series with respect to which
such Authenticating Agent will serve, in the manner provided for in Section 106.
Any successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 606.

If an appointment with respect to one or more series is made pursuant to this
Section, the Securities of such series may have endorsed thereon, in addition to
the Trustee's certificate of authentication, an alternate certificate of
authentication in the following form:

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

                                   The Chase Manhattan Bank (N.A.),
                                   as Trustee

                                   By:
                                        Authenticating Agent
                                   By:
                                        Authorized Officer

SECTION 612. Preferential Collection of Claims Against Company.

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

                                  ARTICLE SEVEN
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Disclosure of Names and Addresses of Holders.

Every Holder of Securities, by receiving and holding the same, agrees with the
Company and the Trustee that none of the Company or the Trustee or any agent of
either of them shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the Holders in accordance with TIA
Section 312, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under TIA Section 312(b).

                                      -47-


<Page>




SECTION 702. Reports by Trustee.

Within 60 days after May 15 of each year commencing with the first May 15 after
the first issuance of Securities pursuant to this Indenture, the Trustee shall
transmit to the Holders of Securities, in the manner and to the extent provided
in TIA Section 313(c), a brief report dated as of such May 15 if required by TIA
Section 313. A copy of each such report shall, at the time of such transmission
to Holders, be filed by the Trustee with each stock exchange upon which the
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when the Securities are listed on any stock exchange.

SECTION 703. Reports by Company.

The Company shall:

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

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

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

                                  ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, etc., Only on Certain Terms. The Company
shall not consolidate with or merge into any other corporation or convey,
transfer or lease, or permit one or more of its Subsidiaries to convey, transfer
or lease, all or substantially all of the property and assets of the Company and
its Subsidiaries on a consolidated basis, to any Person, unless:

     (1)    the corporation formed by such consolidation or into which the
            Company is merged or the Person which acquires by conveyance or
            transfer, or which leases, the properties and

                                      -48-


<Page>




            assets of the Company and its Subsidiaries on a consolidated basis
            (A) shall be a corporation, partnership or trust organized and
            validly existing under the laws of the United States of America, any
            state thereof or the District of Columbia and (B) shall expressly
            assume, by an indenture supplemental hereto, executed and delivered
            to the Trustee, in form satisfactory to the Trustee, the Company's
            obligation for the due and punctual payment of the principal of (and
            premium, if any, on) and interest on all the Securities and the
            performance and observance of every covenant of this Indenture on
            the part of the Company to be performed or observed;

     (2)    immediately after giving effect to such transaction, no Default or
            Event of Default shall have occurred and be continuing; and

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

This Section shall only apply to a merger or consolidation in which the Company
is not the surviving corporation and to conveyances, leases and transfers by the
Company as transferor or lessor.

SECTION 802. Successor Person Substituted.

Upon any consolidation by the Company with or merger by the Company into any
other corporation or any conveyance, transfer or lease of the properties and
assets of the Company and its Subsidiaries on a consolidated basis to any Person
in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with the
same effect as if such successor Person had been named as the Company herein,
and in the event of any such conveyance or transfer, the Company (which term
shall for this purpose mean the Person named as the "Company" in the first
paragraph of this Indenture or any successor Person which shall theretofore
become such in the manner described in Section 801), except in the case of a
lease, shall be discharged of all obligations and covenants under this Indenture
and the Securities and may be dissolved and liquidated.

SECTION 803. Assignment of Rights.

The Company will have the right at all times to assign any of its respective
rights or obligations under this Indenture to a direct or indirect wholly-owned
Subsidiary of the Company; provided, that in the event of any such assignment,
the Company will remain liable for all of its respective obligations. Subject to
the foregoing, this Indenture will be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns. This Indenture
may not otherwise be assigned by the parties hereto.

                                      -49-


<Page>




                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders. Without the
consent of any Holders, the Company, when authorized by or pursuant to a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

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

     (2)    to add to the covenants of the Company for the benefit of the
            Holders of all or any series of Securities (and if such covenants
            are to be for the benefit of less than all series of Securities,
            stating that such covenants are being included solely for the
            benefit of such series) or to surrender any right or power herein
            conferred upon the Company; or

     (3)    to add any additional Events of Default (and if such Events of
            Default are to be for the benefit of less than all series of
            Securities, stating that such Events of Default are being included
            solely for the benefit of such series); or

     (4)    to change or eliminate any of the provisions of this Indenture;
            provided that any such change or elimination shall become effective
            only when there is no Security Outstanding of any series created
            prior to the execution of such supplemental indenture which is
            entitled to the benefit of such provision; or

     (5)    to secure the Securities; or

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

     (7)    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 609(b); or

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

SECTION 902. Supplemental Indentures with Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount
of all Outstanding Securities of any series, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by or pursuant to a
Board Resolution, and the Trustee may enter into an indenture or indentures

                                      -50-


<Page>




supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture which affect
such series of Securities or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security of such series,

     (1)    change the Stated Maturity of the principal of, or any installment
            of interest on, any Security of such series, or reduce the principal
            amount thereof or the rate of interest thereon or any premium
            payable upon the redemption thereof, or change any obligation of the
            Company to pay Additional Amounts contemplated by Section 1005
            (except as contemplated by Section 801(1) and permitted by Section
            901(1)), or reduce the amount of the principal of an Original Issue
            Discount Security of such series that would be due and payable upon
            a declaration of acceleration of the Maturity thereof pursuant to
            Section 502 or the amount thereof provable in bankruptcy pursuant to
            Section 504, or change the redemption provisions of any Security, or
            adversely affect any right of repayment at the option of any Holder
            of any Security of such series, or change any Place of Payment
            where, or the Currency in which, any Security of such series or any
            premium or interest thereon is payable, or impair the right to
            institute suit for the enforcement of any such payment on or after
            the Stated Maturity thereof (or, in the case of redemption or
            repayment at the option of the Holder, on or after the Redemption
            Date or Repayment Date, as the case may be), or

     (2)    reduce the percentage in principal amount of the Outstanding
            Securities of such series required for any such supplemental
            indenture, for any waiver of compliance with certain provisions of
            this Indenture which affect such series or certain defaults
            applicable to such series hereunder and their consequences provided
            for in this Indenture, or

     (3)    modify any of the provisions of this Section or Section 513, except
            to increase any such percentage or to provide that certain other
            provisions of this Indenture which affect such series cannot be
            modified or waived without the consent of the Holder of each
            Outstanding Security of such series.

Any such supplemental indenture adding any provisions to or changing in any
manner or eliminating any of the provisions of this Indenture, or modifying in
any manner the rights of the Holders of Securities of such series, shall not
affect the rights under this Indenture of the Holders of Securities of any other
series.

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

SECTION 903. Execution of Supplemental Indentures.

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

                                      -51-


<Page>




SECTION 904. Effect of Supplemental Indentures.

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

SECTION 905. Conformity with Trust Indenture Act.

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

SECTION 906. Reference in Securities to Supplemental Indentures.

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

SECTION 907. Notice of Supplemental Indentures.

Promptly after the execution by the Company and the Trustee of any supplemental
indenture pursuant to the provisions of Section 902, the Company shall give
notice thereof to the Holders of each Outstanding Security affected, in the
manner provided for in Section 106, setting forth in general terms the substance
of such supplemental indenture.

                                   ARTICLE TEN
                                    COVENANTS

SECTION 1001. Payment of Principal, Premium, if any, and Interest. The Company
covenants and agrees for the benefit of the Holders of each series of Securities
that it will duly and punctually pay the principal of (and premium, if any, on)
and interest on the Securities of that series in accordance with the terms of
the Securities and this Indenture.

SECTION 1002. Maintenance of Office or Agency.

If the Securities of a series are issuable only as Registered Securities, the
Company will maintain in each Place of Payment for any series of Securities an
office or agency where Securities of that series may be presented or surrendered
for payment, where Securities of that series may be surrendered for registration
of transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served.

                                      -52-


<Page>




The Company will give prompt written notice to the Trustee of the location, and
any change in the location, of such office or agency.

If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee.

The Company may also from time to time designate one or more other offices or
agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind any
such designation; 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 accordance with the requirements set forth above for Securities of
any series for such purposes. The Company will give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency. Unless otherwise specified with respect to
any Securities as contemplated by Section 301 with respect to a series of
Securities, the Company hereby designates as a Place of Payment for each series
of Securities the office or agency of the Company in The City of New York, and
initially appoints the Trustee at its Corporate Trust Office as Paying Agent in
such city and as its agent to receive all such presentations, surrenders,
notices and demands.

Unless otherwise specified with respect to any Securities pursuant to Section
301, if and so long as the Securities of any series (i) are denominated in a
Currency other than Dollars or (ii) may be payable in a Currency other than
Dollars, or so long as it is required under any other provision of the
Indenture, then the Company will maintain with respect to each such series of
Securities, or as so required, at least one Exchange Rate Agent.

SECTION 1003. Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with respect to any
series of Securities, it will, on or before each due date of the principal of
(and premium, if any, on) or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum in the Currency in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 301 for the Securities of such series
and except, if applicable, as provided in Sections 312(b), 312(d) and 312(e))
sufficient to pay the principal (and premium, if any) or interest so becoming
due until such sums shall be paid to such Persons or otherwise disposed of as
herein provided and will promptly notify the Trustee of its action or failure so
to act.

Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to or on each due date of the principal of (and
premium, if any, on) or interest on any Securities of that series, deposit with
a Paying Agent a sum (in the Currency described in the preceding paragraph)
sufficient to pay the principal (and premium, if any) or interest so becoming
due, such sum to be held in trust for the benefit of the Persons entitled to
such principal, premium or interest, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

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

                                      -53-


<Page>




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

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

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

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

Except as provided in the Securities of any series, any money deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of (and premium, if any, on) or interest on any
Security of any series, 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 Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security or coupon shall
thereafter, as an unsecured general creditor, look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in an Authorized Newspaper,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

SECTION 1004. Statement as to Compliance.

The Company will deliver to the Trustee, within 120 days after the end of each
fiscal year, a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her knowledge of
the Company's compliance with all conditions and covenants under this Indenture.
For purposes of this Section 1004, such compliance shall be determined without
regard to any period of grace or requirement of notice under this Indenture.
SECTION 1005. Additional Amounts.

If any Securities of a series provide for the payment of additional amounts to
any Holder who is not a United States person in respect of any tax, assessment
or governmental charge ("Additional Amounts"), the Company will pay to the
Holder of any Security of such series such Additional Amounts as may be
specified as contemplated by Section 301. Whenever in this Indenture there is
mentioned, in any context, the payment of the principal (or premium, if any, on)
or interest on, or in respect of, any Security of a series or the net proceeds
received on the sale or exchange of any Security of a series, such mention shall

                                      -54-


<Page>




be deemed to include mention of the payment of Additional Amounts provided for
by the terms of such series established pursuant to Section 301 to the extent
that, in such context, Additional Amounts are, were or would be payable in
respect thereof pursuant to such terms and express mention of the payment of
Additional Amounts (if applicable) in any provisions hereof shall not be
construed as excluding Additional Amounts in those provisions hereof where such
express mention is not made.

Except as otherwise specified as contemplated by Section 301, if the Securities
of a series provide for the payment of Additional Amounts, at least 10 days
prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment or principal (and premium, if any) is
made), and at least 10 days prior to each date of payment of principal (and
premium, if any) or interest if there has been any change with respect to the
matters set forth in the below-mentioned Officers' Certificate, the Company will
furnish the Trustee and the Company's principal Paying Agent or Paying Agents,
if other than the Trustee, with an Officers' Certificate instructing the Trustee
and such Paying Agent or Paying Agents whether such payment of principal of (and
premium, if any, on) or interest on the Securities of that series shall be made
to Holders of Securities of that series who are not United States persons
without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series. If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities of that series and the Company will pay to the Trustee or
such Paying Agent the Additional Amounts required by the terms of such
Securities. In the event that the Trustee or any Paying Agent, as the case may
be, shall not so receive the above-mentioned certificate, then the Trustee or
such Paying Agent shall be entitled to (i) assume that no such withholding or
deduction is required with respect to any payment of principal (and premium, if
any) or interest with respect to any Securities of a series until it shall have
received a certificate advising otherwise and (ii) to make all payments of
principal (and premium, if any) and interest with respect to the Securities of a
series without withholding or deductions until otherwise advised. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section.

SECTION 1006. Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, all material taxes, assessments and governmental
charges levied or imposed upon the Company or any Subsidiary or upon the income,
profits or property of the Company or any Subsidiary; provided, however, that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

                                       -55


<Page>




SECTION 1007. Maintenance of Properties.

The Company will cause all property necessary for the operation of the business
of the Company and its Subsidiaries as a whole to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent or restrict the sale, abandonment or other
disposition of any of such property if such action is, in the judgment of the
Company, desirable in the conduct of the business of the Company and its
Subsidiaries as a whole and not disadvantageous in any material respect to the
Holders.

SECTION 1008. Corporate Existence.

Subject to Article Eight, the Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence
and the rights (charter and statutory) and franchises of the Company and any
Subsidiary; provided, however, that the Company shall not be required to
preserve any such right or franchise if the Company shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Company and its Subsidiaries as a whole.

SECTION 1009. Limitation on Dividends; Transactions with Affiliates.

     (a)    If Securities are issued to a NWPS Trust or a trustee of such trust
            in connection with the issuance of Trust Securities by such NWPS
            Trust and (i) there shall have occurred any event that would
            constitute an Event of Default or (ii) the Company shall be in
            default with respect of its payment or any other obligations under
            the Preferred Securities Guarantee or Common Securities Guarantee
            relating to such NWPS Trust, then (A) the Company shall not declare
            or pay any dividend on, make any distributions with respect to, or
            redeem, purchase, acquire or make a liquidation payment with respect
            to, any of its capital stock, and (B) the Company shall not make any
            payment of interest, principal or premium, if any, on or repay,
            repurchase or redeem any debt securities issued by the Company which
            rank pari passu with or junior to such Securities, provided that the
            foregoing restriction in paragraph (A) does not apply to any stock
            dividends paid by the Company where the dividend stock is the same
            stock as that on which the dividend is being paid.

     (b)    If Securities are issued to a NWPS Trust or a trustee of such a
            trust in connection with the issuance of Trust Securities by such
            NWPS Trust and the Company shall have given notice of its election
            to defer payments of interest on such Securities by extending the
            interest payment period as provided in the Indenture and such
            period, or any extension thereof, shall be continuing, then (A) the
            Company shall not declare or pay any dividend or, make any
            distributions with respect to, or redeem, purchase, acquire or make
            a liquidation payment with respect to, any of its capital stock, and
            (B) the Company shall not make any payment of interest, principal or
            premium, if any, on or repay, repurchase or redeem any debt
            securities issued by the Company which rank pari passu with or
            junior to such Securities, provided that the foregoing restriction
            in paragraph (A) does not apply to any stock dividends paid by the
            Company where the dividend stock is the same as that on which the
            dividend is being paid.

                                      -56-


<Page>



SECTION 1010. Covenants as to NWPS Trusts.

In the event Securities are issued and sold to a NWPS Trust or a trustee of such
trust in connection with the issuance of Trust Securities by such NWPS Trust,
for so long as such Trust Securities remain outstanding, the Company will (i)
maintain 100% direct or indirect ownership of the Common Securities of such NWPS
Trust; provided, however, that any permitted successor of the Company under the
Indenture may succeed to the Company's ownership of the Common Securities, and
(ii) use its reasonable efforts to cause such NWPS Trust (a) to remain a
statutory business trust, except in connection with a distribution of Securities
as provided in the Declaration of such NWPS Trust, the redemption of all of the
Trust Securities and in connection with certain mergers, consolidations or
amalgamation permitted by the Declaration of such NWPS Trust, and (b) otherwise
continue to be treated as a grantor trust for United States federal income tax
purposes.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

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

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election of the
Company, the Company shall, at least 60 days prior to the Redemption Date fixed
by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed and shall deliver to the Trustee such
documentation and records as shall enable the Trustee to select the Securities
to be redeemed pursuant to Section 1103. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to Be Redeemed.

If less than all the Securities of any series are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 60 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities
of such series not previously called for redemption, by such method as the
Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions of the principal of Securities of such
series; provided, however, that no such partial redemption shall reduce the
portion of the principal amount of a Security not redeemed to less than the
minimum authorized denomination for Securities of such series established
pursuant to Section 301.

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

                                      -57-


<Page>




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

SECTION 1104. Notice of Redemption.

Except as otherwise specified as contemplated by Section 301, notice of
redemption shall be given in the manner provided for in Section 106 not less
than 30 nor more than 60 days prior to the Redemption Date, to each Holder of
Securities to be redeemed.

All notices of redemption shall state:

     (1)    the Redemption Date,

     (2)    the Redemption Price,

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

     (4)    that on the Redemption Date the Redemption Price (together with
            accrued interest, if any, to the Redemption Date payable as provided
            in Section 1106) will become due and payable upon each such
            Security, or the portion thereof, to be redeemed and, if applicable,
            that interest thereon will cease to accrue on and after said date,

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

     (6)    that the redemption is for a sinking fund, if such is the case.
            Notice of redemption of Securities to be redeemed at the election of
            the Company shall be given by the Company or, at the Company's
            request, by the Trustee in the name and at the expense of the
            Company.

SECTION 1105. Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the Trustee or with
a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1003) an amount of money in the
Currency in which the Securities of such series are payable (except as otherwise
specified pursuant to Section 301 for the Securities of such series and except,
if applicable as provided in Sections 312(b), 312(d) and 312(e)) sufficient to
pay the Redemption Price of, and accrued interest on, all the Securities which
are to be redeemed on that date.

SECTION 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified in the Currency in which the Securities of such series
are payable (except as otherwise specified pursuant to Section 301 for

                                      -58-


<Page>




the Securities of such series and except, if applicable as provided in Sections
312(b), 312(d) and 312(e)) (together with accrued interest, if any, to the
Redemption Date), and from and after such date (unless the Company shall default
in the payment of the Redemption Price and accrued interest) such Securities
shall, if the same were interest-bearing, cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest, if any, to the Redemption Date; provided, however, that
installments of interest on Registered Securities whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders of such Securities,
or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

If any Security called for redemption or portion thereof shall not be so paid
upon surrender thereof for redemption, the principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) set forth in the Security.

SECTION 1107. Securities Redeemed in Part.

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

                                 ARTICLE TWELVE
                                  SINKING FUNDS

SECTION 1201. Applicability of Article.

Retirements of Securities of any series pursuant to any sinking fund shall be
made in accordance with the terms of such Securities and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment", and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment". If provided for by the terms of Securities of any series, the
cash amount of any mandatory sinking fund payment may be subject to reduction as
provided in Section 1202. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.

Subject to Section 1203, in lieu of making all or any part of any mandatory
sinking fund payment with respect to any Securities of a series in cash,
subject to the limitations set forth at Section 1001, the

                                      -59-


<Page>




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

SECTION 1203. Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash in the Currency in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 301 for
the Securities of such series and except, if applicable, as provided in Sections
312(b), 312(d) and 312(e)) and the portion thereof, if any, which is to be
satisfied by delivering or crediting Securities of that series pursuant to
Section 1202 (which Securities will, if not previously delivered, accompany such
certificate) and whether the Company intends to exercise its right to make a
permitted optional sinking fund payment with respect to such series. Such
certificate shall be irrevocable and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any, on
or before the next succeeding sinking fund payment date. In the case of the
failure of the Company to deliver such certificate, the sinking fund payment due
on the next succeeding sinking fund payment date for that series shall be paid
entirely in cash and shall be sufficient to redeem the principal amount of such
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Securities as provided in Section 1202 and without the right
to make any optional sinking fund payment, if any, with respect to such series.

Not more than 60 days before each such sinking fund payment date the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

Prior to any sinking fund payment date, the Company shall pay to the Trustee or
a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate
and hold in trust as provided in Section 1103) in cash a sum equal to any
interest that will accrue to the date fixed for redemption of Securities or
portions thereof to be redeemed on such sinking fund payment date pursuant to
this Section 1203.

Notwithstanding the foregoing, with respect to a sinking fund for any series of
Securities, if at any time the amount of cash to be paid into such sinking fund
on the next succeeding sinking fund payment date, together with any unused
balance of any preceding sinking fund payment or payments for such series, does
not exceed in the aggregate $100,000, the Trustee, unless requested by the
Company, shall not give the

                                      -60-


<Page>




next succeeding notice of the redemption of Securities of such series through
the operation of the sinking fund. Any such unused balance of moneys deposited
in such sinking fund shall be added to the sinking fund payment for such series
to be made in cash on the next succeeding sinking fund payment date or, at the
request of the Company, shall be applied at any time or from time to time to the
purchase of Securities of such series, by public or private purchase, in the
open market or otherwise, at a purchase price for such Securities (excluding
accrued interest and brokerage commissions, for which the Trustee or any Paying
Agent will be reimbursed by the Company) not in excess of the principal amount
thereof.

                                ARTICLE THIRTEEN
                         REPAYMENT AT OPTION OF HOLDERS

SECTION 1301. Applicability of Article.

Repayment of Securities of any series before their Stated Maturity at the option
of Holders thereof shall be made in accordance with the terms of such Securities
and (except as otherwise specified as contemplated by Section 301 for Securities
of any series) in accordance with this Article.

SECTION 1302. Repayment of Securities.

Securities of any series subject to repayment in whole or in part at the option
of the Holders thereof will, unless otherwise provided in the terms of such
Securities, be repaid at a price equal to the principal amount thereof, together
with interest, if any, thereon accrued to the Repayment Date specified in or
pursuant to the terms of such Securities. The Company covenants that on or
before the Repayment Date it will deposit with the Trustee or with a Paying
Agent (or, if the Company is acting as its own Paying Agent, segregate and hold
in trust as provided in Section 1003) an amount of money in the Currency in
which the Securities of such series are payable (except as otherwise specified
pursuant to Section 301 for the Securities of such series and except, if
applicable, as provided in Sections 312(b), 312(d) and 312(e)) sufficient to pay
the principal (or, if so provided by the terms of the Securities of any series,
a percentage of the principal) of, and (except if the Repayment Date shall be an
Interest Payment Date) accrued interest on, all the Securities or portions
thereof, as the case may be, to be repaid on such date.

SECTION 1303. Exercise of Option.

Securities of any series subject to repayment at the option of the Holders
thereof will contain an "Option to Elect Repayment" form on the reverse of such
Securities. To be repaid at the option of the Holder, any Security so providing
for such repayment, with the "Option to Elect Repayment" form on the reverse of
such Security duly completed by the Holder (or by the Holder's attorney duly
authorized in writing), must be received by the Company at the Place of Payment
therefor specified in the terms of such Security (or at such other place or
places or which the Company shall from time to time notify the Holders of such
Securities) not earlier than 45 days nor later than 30 days prior to the
Repayment Date. If less than the entire principal amount of such Security is to
be repaid in accordance with the terms of such Security, the principal amount of
such Security to be repaid, in increments of the minimum denomination for
Securities of such series, and the denomination or denominations of the Security
or Securities to be issued to the Holder for the portion of the principal amount
of such Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of the
Holder thereof may not be repaid in part if, following such repayment, the
unpaid principal amount of such

                                      -61-


<Page>




Security would be less than the minimum authorized denomination of Securities of
the series of which such Security to be repaid is a part. Except as otherwise
may be provided by the terms of any Security providing for repayment at the
option of the Holder thereof, exercise of the repayment option by the Holder
shall be irrevocable unless waived by the Company.

SECTION 1304. When Securities Presented for Repayment Become Due and Payable. If
Securities of any series providing for repayment at the option of the Holders
thereof shall have been surrendered as provided in this Article and as provided
by or pursuant to the terms of such Securities, such Securities or the portions
thereof, as the case may be, to be repaid shall become due and payable and shall
be paid by the Company on the Repayment Date therein specified, and on and after
such Repayment Date (unless the Company shall default in the payment of such
Securities on such Repayment Date) such Securities shall, if the same were
interest-bearing, cease to bear interest. Upon surrender of any such Security
for repayment in accordance with such provisions, the principal amount of such
Security so to be repaid shall be paid by the Company, together with accrued
interest, if any, to the Repayment Date; provided, however, that in the case of
Registered Securities, installments of interest, if any, whose Stated Maturity
is on or prior to the Repayment Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

If the principal amount of any Security surrendered for repayment shall not be
so repaid upon surrender thereof, such principal amount (together with interest,
if any, thereon accrued to such Repayment Date) shall, until paid, bear interest
from the Repayment Date at the rate of interest Yield to Maturity (in the case
of Original Issue Discount Securities) set forth in such Security.

SECTION 1305. Securities Repaid in Part.

Upon surrender of any Registered Security which is to be repaid in part only,
the Company shall execute and the Trustee shall authenticate and deliver to the
Holder of such Security, without service charge and at the expense of the
Company, a new Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.

                                ARTICLE FOURTEEN
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1401. Company's Option to Effect Defeasance or Covenant Defeasance.
Except as otherwise specified as contemplated by Section 301 for Securities of
any series of this Section 1401, the provisions of this Article Fourteen shall
apply to each series of Securities, and the Company may, at its option, effect
(i) defeasance of the Securities of or within a series under Section 1402,
except that the Company shall not effect any such defeasance under Section 1402
in respect of any Securities of which a NWPS Trust or a trustee of such trust is
the Holder, or (ii) covenant defeasance of or within a

                                      -62-


<Page>




series under Section 1403 in accordance with the terms of such Securities and in
accordance with this Article.

SECTION 1402. Defeasance and Discharge.

Upon the Company's exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to such Outstanding
Securities on the date the conditions set forth in Section 1404 are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Outstanding Securities, which shall thereafter be deemed to
be "Outstanding" only for the purposes of Section 1405 and the other Sections of
this Indenture referred to in (A) and (B) below, and to have satisfied all its
other obligations under such Securities and this Indenture insofar as such
Securities are concerned (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), except for the following
which shall survive until otherwise terminated or discharged hereunder: (A) the
rights of Holders of such Outstanding Securities to receive, solely from the
trust fund described in Section 1404 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any, on) and
interest on such Securities (B) the Company's obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003 and with respect to the
payment of Additional Amounts, if any, on such Securities as contemplated by
Section 1005, (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and (D) this Article Fourteen. Subject to compliance with this
Article Fourteen, the Company may exercise its option under this Section 1402
notwithstanding the prior exercise of its option under Section 1403 with respect
to such Securities.

SECTION 1403. Covenant Defeasance.

Upon the Company's exercise of the above option applicable to this Section with
respect to any Securities of or within a series, the Company shall be released
from its obligations under Section 803 and Sections 1006 through 1008, and, if
specified pursuant to Section 301, its obligations under any other covenant,
with respect to such Outstanding Securities on and after the date the conditions
set forth in Section 1404 are satisfied (hereinafter, "covenant defeasance"),
and such Securities shall thereafter be deemed not to be "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. For this
purpose, such covenant defeasance means that, with respect to such Outstanding
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of 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 501(4) or otherwise,
as the case may be, but, except as specified above, the remainder of this
Indenture and such Securities shall be unaffected thereby.

SECTION 1404. Conditions to Defeasance or Covenant Defeasance. The following
shall be the conditions to application of either Section 1402 or Section 1403 to
any Outstanding Securities of or within a series:

                                      -63-


<Page>




     (1)    The Company shall irrevocably have deposited or caused to be
            deposited with the Trustee (or another trustee satisfying the
            requirements of Section 607 who shall agree to comply with the
            provisions of this Article Fourteen applicable to it) as trust funds
            in trust for the purpose of making the following payments,
            specifically pledged as security for, and dedicated solely to, the
            benefit of the Holders of such Securities, (A) an amount (in such
            Currency in which such Securities are then specified as payable at
            Stated Maturity), or (B) Government Obligations applicable to such
            Securities (determined on the basis of the Currency in which such
            Securities are then specified as payable at Stated Maturity) which
            through the scheduled payment of principal and interest in respect
            thereof in accordance with their terms will provide, not later than
            one day before the due date of any payment of principal (including
            any premium) and interest, if any, under such Securities, money in
            an amount, or (C) a combination thereof, sufficient, in the opinion
            of a nationally recognized firm of independent public accountants
            expressed in a written certification thereof delivered to the
            Trustee, to pay and discharge, and which shall be applied by the
            Trustee (or other qualifying trustee) to pay and discharge, (i) the
            principal of (and premium, if any, on) and interest on such
            Outstanding Securities on the Stated Maturity (or Redemption Date,
            if applicable) of such principal (and premium, if any) or
            installment or interest and (ii) any mandatory sinking fund payments
            or analogous payments applicable to such Outstanding Securities on
            the day on which such payments are due and payable in accordance
            with the terms of this Indenture and of such Securities; provided
            that the Trustee shall have been irrevocably instructed to apply
            such money or the proceeds of such Government Obligations to said
            payments with respect to such Securities. Before such a deposit, the
            Company may give to the Trustee, in accordance with Section 1102
            hereof, a notice of its election to redeem all or any portion of
            such Outstanding Securities at a future date in accordance with the
            terms of the Securities of such series and Article Eleven hereof,
            which notice shall be irrevocable. Such irrevocable redemption
            notice, if given, shall be given effect in applying the foregoing.

     (2)    No Default or Event of Default with respect to such Securities shall
            have occurred and be continuing on the date of such deposit or,
            insofar as paragraphs (5) and (7) of Section 501 are concerned, at
            any time during the period ending on the 91st day after the date of
            such deposit (it being understood that this condition shall not be
            deemed satisfied until the expiration of such period).

     (3)    Such defeasance or covenant defeasance shall not result in a breach
            or violation of, or constitute a default under, this Indenture or
            any other material agreement or instrument to which the Company is a
            party or by which it is bound.

     (4)    In the case of an election under Section 1402, the Company shall
            have delivered to the Trustee an Opinion of Counsel stating that (x)
            the Company has received from, or there has been published by, the
            Internal Revenue Service a ruling, or (y) since the date of
            execution of this Indenture, there has been a change in the
            applicable United States federal income tax law, in either case to
            the effect that, and based thereon such opinion shall confirm that,
            the Holders of such Outstanding Securities will not recognize
            income, gain or loss for United States federal income tax purposes
            as a result of such defeasance and will be subject to United States
            federal income tax on the same amounts, in the same

                                      -64-


<Page>




            manner and at the same times as would have been the case if such
            defeasance had not occurred.

     (5)    In the case of an election under Section 1403, the Company shall
            have delivered to the Trustee an Opinion of Counsel to the effect
            that the Holders of such Outstanding Securities will not recognize
            income, gain or loss for United States federal income tax purposes
            as a result of such covenant defeasance and will be subject to
            United States 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.

     (6)    Notwithstanding any other provisions of this Section, such
            defeasance or covenant defeasance shall be effected in compliance
            with any additional or substitute terms, conditions or limitations
            in connection therewith pursuant to Section 301.

     (7)    The Company shall have delivered to the Trustee an Opinion of
            Counsel to the effect that the deposit contemplated by subsection
            (1) shall not result in the Company, the Trustee or the defeasance
            trust being deemed an "investment company" under the Investment
            Company Act of 1940, as amended.

     (8)    The Company shall have delivered to the Trustee an Officers'
            Certificate and an Opinion of Counsel, each stating that all
            conditions precedent provided for relating to either the defeasance
            under Section 1402 or the covenant defeasance under Section 1403 (as
            the case may be) have been complied with.

SECTION 1405. Deposited Money and Government Obligations to Be Held in Trust;
Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all money and
Government Obligations (or other property as may be provided pursuant to Section
301) (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee -- collectively for purposes of this Section 1405, the
"Trustee") pursuant to Section 1404 in respect of such Outstanding Securities
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities of
all sums due and to become due thereon in respect of principal (and premium, if
any) and interest, but such money need not be segregated from other funds except
to the extent required by law.

Unless otherwise specified with respect to any Security pursuant to Section 301,
if, after a deposit referred to in Section 1404(1) has been made, (a) the Holder
of a Security in respect of which such deposit was made is entitled to, and
does, elect pursuant to Section 312(b) or the terms of such Security to receive
payment in a Currency other than that in which the deposit pursuant to Section
1404(1) has been made in respect of such Security, or (b) a Conversion Event
occurs as contemplated in Section 312(d) or 312(e) or by the terms of any
Security in respect of which the deposit pursuant to Section 1404(1) has been
made, the indebtedness represented by such Security shall be deemed to have
been, and will be, fully discharged and satisfied through the payment of the
principal of (premium, if any, on), and interest, if any, on such Security as
they become due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security

                                      -65-


<Page>




into the Currency in which such Security becomes payable as a result of such
election or Conversion Event based on the applicable Market Exchange Rate for
such Currency in effect on the third Business Day prior to each payment date,
except, with respect to a Conversion Event, for such Currency in effect (as
nearly as feasible) at the time of the Conversion Event.

The Company shall pay and indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against the Government Obligations deposited
pursuant to Section 1404 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 such Outstanding Securities.

Anything in this Article Fourteen to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or Government Obligations (or other property and any proceeds therefrom)
held by it as provided in Section 1404 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect an equivalent
defeasance or covenant defeasance, as applicable, in accordance with this
Article.

SECTION 1406. Reinstatement.

If the Trustee or any Paying Agent is unable to apply any money in accordance
with Section 1405 by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and such
Securities shall be revived and reinstated as though no deposit had occurred
pursuant to Section 1402 or 1403, as the case may be, until such time as the
Trustee or Paying Agent is permitted to apply all such money in accordance with
Section 1405; provided, however, that if the Company makes any payment of
principal of (or premium, if any, on) or interest on any such 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.

                                      -66-


<Page>




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

Seal

                              NORTHWESTERN PUBLIC SERVICE COMPANY

                              By: /s/ Richard R. Hylland
                                 ----------------------------------------------
                                 Richard R. Hylland
                                 Vice President - Strategic Development

Attest: /s/ Alan D. Dietrich
       ---------------------
       Alan D. Dietrich
       Corporate Secretary

Seal

                              THE CHASE MANHATTAN BANK (N.A.)

                              By: /s/ James Heaney
                                 ----------------------------------------------
                                 Name: James Heaney
                                 Title: Vice President

Attest: /s/ Kathleen Perry
       -------------------
       Assistant Secretary

                                      -67-


<Page>




STATE OF SOUTH DAKOTA     )
                          )  SS
COUNTY OF BEADLE          )

     On the day of August 1, 1995, before me personally Richard R. Hylland came
to be known, who, being by me duly sworn, did depose and say that he is the Vice
President - Strategic Development of Northwestern Public Service Company, one of
the corporations described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to the said
instrument is such corporation seal; that it was so affixed by authority of the
Board of Directors of said corporation, and that he signed his name thereto by
like authority.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal of
office this 1st day of August, 1995.

(Notarial Seal)                    /s/ Susan M. Anderson
                                   ----------------------------------------
                                       Susan M. Anderson
                                       NOTARY PUBLIC, BEADLE COUNTY, S.D.
                                       My Commission Expires June 8, 2000


STATE OF  NEW YORK        )
                          )  SS
COUNTY OF KINGS           )

     On the day of August 1, 1995, before me personally James Heaney came to be
known, who, being by me duly sworn, did depose and say that he is the Vice
President of The Chase Manhattan Bank, one of the corporations described in and
which executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporation
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal of
office this 1st day of August, 1995.

(Notarial Seal)                              /s/ Denis Kelly
                                             ----------------------------------
                                             NOTARY PUBLIC
                                             COMMISSION EXPIRES

                                      -68-