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                                                                 EXHIBIT 4.01(a)
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                            EQUITABLE RESOURCES, INC.

                                       To

                         BANK OF MONTREAL TRUST COMPANY,

                                     Trustee

                                   ----------

                                    INDENTURE

                            Dated as of July 1, 1996

                                   ----------

                                 Debt Securities

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

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                               TABLE OF CONTENTS(1)

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PARTIES......................................................................................1

RECITALS OF THE COMPANY......................................................................1

ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.........................1

  SECTION 101. Definitions...................................................................1
     Act.....................................................................................2
     Affiliate...............................................................................2
     Authenticating Agent....................................................................2
     Board of Directors......................................................................2
     Board Resolution........................................................................2
     Business Day............................................................................2
     Commission..............................................................................2
     Company.................................................................................2
     Company Request or Company Order........................................................2
     Consolidated Net Tangible Assets........................................................3
     Corporate Trust Office..................................................................3
     corporation.............................................................................3
     Debt....................................................................................3
     Defaulted Interest......................................................................3
     Depositary..............................................................................3
     Event of Default........................................................................3
     Global Security.........................................................................3
     Holder..................................................................................3
     Indenture...............................................................................3
     interest................................................................................3
     Interest Payment Date...................................................................4
     Lien....................................................................................4
     Maturity................................................................................4
     Officers' Certificate...................................................................4
     Opinion of Counsel......................................................................4
     Original Issue Discount Security........................................................4
     Outstanding.............................................................................4
     Paying Agent............................................................................5
     Person..................................................................................5
</Table>

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(1) This table of contents shall not, for any purpose, be deemed to be a part of
    the Indenture.

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     Place of Payment........................................................................5
     Predecessor Security....................................................................5
     Principal Property......................................................................5
     Redemption Date.........................................................................5
     Redemption Price........................................................................5
     Regular Record Date.....................................................................5
     Responsible Officer.....................................................................6
     Restricted Subsidiary...................................................................6
     Sale and Leaseback Transaction..........................................................6
     Securities..............................................................................6
     Security Register and Security Registrar................................................6
     Special Record Date.....................................................................6
     Stated Maturity.........................................................................6
     Subsidiary..............................................................................6
     Trust Indenture Act.....................................................................6
     Trustee.................................................................................6
     Vice President..........................................................................6

  SECTION 102.  Compliance Certificates and Opinions.........................................7

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

  SECTION 104.  Acts of Holders; Record Dates................................................8

  SECTION 105.  Notices, Etc., to Trustee and Company........................................9

  SECTION 106.  Notice to Holders; Waiver....................................................9

  SECTION 107.  Conflict With Trust Indenture Act............................................9

  SECTION 108.  Effect of Headings and Table of Contents.....................................9

  SECTION 109.  Successors and Assigns......................................................10

  SECTION 110.  Separability Clause.........................................................10

  SECTION 111.  Benefits of Indenture.......................................................10

  SECTION 112.  Governing Law...............................................................10

  SECTION 113.  Legal Holidays..............................................................10

  SECTION 114.  No Security Interest Created................................................10

  SECTION 115.  Limitation on Individual Liability..........................................10


ARTICLE TWO  SECURITY FORMS.................................................................11

  SECTION 201.  Forms Generally.............................................................11

  SECTION 202.  Form of Face of Security....................................................11

  SECTION 203.  Form of Reverse of Security.................................................14
</Table>

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  SECTION 204.  Form of Trustee's Certificate of Authentication.............................17


ARTICLE THREE  THE SECURITIES...............................................................17

  SECTION 301.  Amount Unlimited; Issuable in Series........................................17

  SECTION 302.  Denominations...............................................................19

  SECTION 303.  Execution, Authentication, Delivery and Dating..............................19

  SECTION 304.  Temporary Securities........................................................21

  SECTION 305.  Registration; Registration of Transfer and Exchange.........................21

  SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities............................23

  SECTION 307.  Payment of Interest; Interest Rights Preserved..............................24

  SECTION 308.  Persons Deemed Owners.......................................................25

  SECTION 309.  Cancellation................................................................25

  SECTION 310.  Computation of Interest.....................................................25


ARTICLE FOUR  SATISFACTION AND DISCHARGE....................................................26

  SECTION 401.  Satisfaction and Discharge of Indenture.....................................26

  SECTION 402.  Application of Trust Money..................................................27


ARTICLE FIVE  REMEDIES......................................................................27

  SECTION 501.  Events of Default...........................................................27

  SECTION 502.  Acceleration of Maturity; Rescission and Annulment..........................29

  SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.............30

  SECTION 504.  Trustee May File Proofs of Claim............................................30

  SECTION 505.  Trustee May Enforce Claims Without Possession of Securities.................31

  SECTION 506.  Application of Money Collected..............................................31

  SECTION 507.  Limitation on Suits.........................................................31

  SECTION 508.  Unconditional Right of Holders to Receive Principal,
                  Premium and Interest......................................................32

  SECTION 509.  Restoration of Rights and Remedies..........................................32

  SECTION 510.  Rights and Remedies Cumulative..............................................33
</Table>

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  SECTION 511.  Delay or Omission Not Waiver................................................33

  SECTION 512.  Control by Holders..........................................................33

  SECTION 513.  Waiver of Defaults..........................................................33

  SECTION 514.  Undertaking for Costs.......................................................34

  SECTION 515.  Waiver of Stay or Extension Laws............................................34


ARTICLE SIX  THE TRUSTEE....................................................................34

  SECTION 601.  Certain Duties and Responsibilities.........................................35

  SECTION 602.  Notice of Defaults..........................................................34

  SECTION 603.  Certain Rights of Trustee...................................................35

  SECTION 604.  Not Responsible for Recitals or Issuance of Securities......................36

  SECTION 605.  May Hold Securities.........................................................36

  SECTION 606.  Money Held in Trust.........................................................36

  SECTION 607.  Compensation and Reimbursement..............................................36

  SECTION 608.  Disqualification; Conflicting Interests.....................................37

  SECTION 609.  Corporate Trustee Required; Eligibility.....................................37

  SECTION 610.  Resignation and Removal Appointment of Successor............................37

  SECTION 611.  Acceptance of Appointment by Successor......................................39

  SECTION 612.  Merger, Conversion, Consolidation or Succession to Business.................40

  SECTION 613.  Preferential Collection of Claims Against Company...........................40

  SECTION 614.  Authenticating Agents.......................................................40


ARTICLE SEVEN  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY............................42

  SECTION 701.  Company to Furnish Trustee Names and Addresses of Holders...................42

  SECTION 702.  Preservation of Information; Communications to Holders......................42

  SECTION 703.  Reports by Trustee..........................................................43

  SECTION 704.  Reports by Company..........................................................43
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ARTICLE EIGHT  CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE.........................43

  SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms........................43

  SECTION 802.  Successor Substituted.......................................................44


ARTICLE NINE  SUPPLEMENTAL INDENTURES.......................................................44

  SECTION 901.  Supplemental Indentures Without Consent of Holders..........................44

  SECTION 902.  Supplemental Indentures With Consent of Holders.............................45

  SECTION 903.  Execution of Supplemental Indentures........................................46

  SECTION 904.  Effect of Supplemental Indentures...........................................46

  SECTION 905.  Conformity With Trust Indenture Act.........................................46

  SECTION 906.  Reference in Securities to Supplemental Indentures..........................46

  SECTION 907.  Notice of Supplemental Indenture............................................47


ARTICLE TEN  COVENANTS......................................................................47

  SECTION 1001. Payment of Principal, Premium and Interest..................................47

  SECTION 1002. Maintenance of Office or Agency.............................................47

  SECTION 1003. Money for Payments to be Held in Trust......................................47

  SECTION 1004. Limitation on Liens.........................................................48

  SECTION 1005. Limitation on Sale and Leaseback Transactions...............................50

  SECTION 1006. Existence...................................................................51

  SECTION 1007. Maintenance of Properties...................................................52

  SECTION 1008. Payment of Taxes and Other Claims...........................................52

  SECTION 1009. Statement as to Compliance..................................................52

  SECTION 1010. Waiver of Certain Covenants.................................................52


ARTICLE ELEVEN  REDEMPTION OF SECURITIES....................................................53

  SECTION 1101. Applicability of Article....................................................53

  SECTION 1102. Election to Redeem; Notice to Trustee.......................................53

  SECTION 1103. Selection by Trustee of Securities to be Redeemed...........................53
</Table>

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  SECTION 1104. Notice of Redemption........................................................53

  SECTION 1105. Deposit of Redemption Price.................................................54

  SECTION 1106. Securities Payable on Redemption Date.......................................54

  SECTION 1107. Securities Redeemed in Part.................................................54


ARTICLE TWELVE  SINKING FUNDS...............................................................55

  SECTION 1201. Applicability of Article....................................................55

  SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.......................55

  SECTION 1203. Redemption of Securities for Sinking Fund...................................55


ARTICLE THIRTEEN  DEFEASANCE................................................................56

  SECTION 1301. Applicability of Article....................................................56

  SECTION 1302. Defeasance Upon Deposit of Moneys or U.S. Government Obligations............56

  SECTION 1303. Deposited Moneys and U.S. Government Obligations to be Held
                  in Trust..................................................................57

  SECTION 1304. Repayment to Company........................................................58


TESTIMONIUM.................................................................................59


SIGNATURES AND SEALS........................................................................59


ACKNOWLEDGMENTS.............................................................................61
</Table>

                                      -vi-
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           INDENTURE, dated as of July 1, 1996, between EQUITABLE RESOURCES,
INC., a corporation duly organized and existing under the laws of the
Commonwealth of Pennsylvania (herein called the "Company"), having its principal
executive offices at 420 Boulevard of the Allies, Pittsburgh, Pennsylvania
15219, and BANK OF MONTREAL TRUST COMPANY, a New York banking corporation,
(herein called the "Trustee").

                             RECITALS OF THE COMPANY

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

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

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.      DEFINITIONS.

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

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

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

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

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

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

           "ATTRIBUTABLE DEBT" in respect of a Sale and Leaseback Transaction
means, as of any particular time, the present value (discounted at the rate of
interest implicit in the terms of the lease involved in such Sale and Leaseback
Transaction, as determined in good faith by the Company) of the obligation of
the lessee thereunder for net rental payments (excluding, however, any amounts
required to be paid by such lessee, whether or not designated as rent or
additional rent, on account of maintenance and repairs, services, insurance,
taxes, assessments, water rates or similar charges and any amounts required to
be paid by such lessee thereunder contingent upon monetary inflation or the
amount of sales, maintenance and repairs, insurance, taxes, assessments, water
rates or similar charges) during the remaining term of such lease (including any
period for which such lease has been extended or may, at the option of the
lessor, be extended).

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

           "BOARD OF DIRECTORS" means the board of directors of the Company or
the executive committee thereof or any other committee appointed by that board
to act in respect hereof.

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

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

           "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 instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

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

           "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman

                                       -2-
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of the Board, if any, its President or any Vice President, and by its Treasurer,
any Assistant Treasurer, its Secretary or any Assistant Secretary, and delivered
to the Trustee.

           "CONSOLIDATED NET TANGIBLE ASSETS" means the aggregate amount of
assets of the Company and its consolidated subsidiaries (less applicable
reserves) after deducting therefrom (a) all goodwill, trade names, trademarks,
patents, unamortized debt discount and expense and other like intangibles and
(b) all current liabilities except for current maturities of long-term debt,
current maturities of capitalized lease obligations, indebtedness for borrowed
money, having a maturity of less than 12 months from the date of the most recent
audited consolidated balance sheet of the Company, but which by its terms is
renewable or extendable beyond 12 months from such date at the option of the
borrower, and deferred income taxes which are classified as current liabilities,
all as reflected in the audited consolidated balance sheet contained in the
Company's most recent annual report to its shareholders under Rule 14a-3 of the
Securities Exchange Act of 1934, as amended, prior to the time as of which
"Consolidated Net Tangible Assets" is being determined.

           "CORPORATE TRUST OFFICE" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of execution of this Indenture is located at 77 Water
Street, New York, New York 10005.

           "CORPORATION" means a corporation, association, company, joint stock
company, limited liability company or business trust.

           "DEBT" means indebtedness for borrowed money.

           "DEFAULTED INTEREST" has the meaning specified in Section 307.

           "DEPOSITARY" means, with respect to Securities of any series issuable
in whole or in part in the form of one or more Global Securities, the Person
designated as Depositary for such series by the Company pursuant to Section 301
until a successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and "Depositary" shall mean or include each Person
who is a Depositary hereunder.

           "EVENT OF DEFAULT" has the meaning specified in Section 501.

           "GLOBAL SECURITY" means a Security evidencing all or part of the
Securities of any series and issued to a Depositary in accordance with Section
303 and bearing the legend prescribed in the sixth paragraph of Section 303.

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

           "INDENTURE" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of a particular
series of Securities established as contemplated by Section 301.

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

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

           "LIEN" means any mortgage, pledge, security interest or lien.

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

           "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman of
the Board, a Vice Chairman of the Board, if any, the President or any Vice
President, and by the Treasurer, any Assistant Treasurer, the Secretary or any
Assistant Secretary of the Company and delivered to the Trustee. One of the
officers signing an Officers' Certificate given pursuant to Section 1007 shall
be the principal executive, financial or accounting officer of the Company.

           "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for or an employee of the Company, and who shall be reasonably
acceptable to the Trustee.

           "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which provides
for an amount less than the principal 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:

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

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

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

     provided, however, that in determining whether the Holders of the requisite
     principal amount of Outstanding Securities have given any request, demand,
     authorization, direction, notice, consent or waiver hereunder, (i) the
     principal amount of an Original Issue Discount Security that shall be
     deemed to be Outstanding shall be the amount of the principal thereof that
     would be due and payable as of the date of such determination upon
     acceleration of the Maturity

                                       -4-
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     thereof pursuant to Section 502, (ii) the principal amount of a Security
     denominated in one or more foreign currencies or currency units shall be
     the U.S. dollar equivalent, determined in the manner provided as
     contemplated by Section 301 on the date of original issuance of such
     Security, of the principal amount (or, in the case of an Original Issue
     Discount Security, the U.S. dollar equivalent on the date of original
     issuance of such Security of the amount determined as provided in (i)
     above) of such Security, and (iii) Securities owned by the Company or any
     other obligor upon the Securities or any Affiliate of the Company or of
     such other obligor shall be disregarded and deemed not to be Outstanding,
     except that, in determining whether the Trustee shall be protected in
     relying upon any such request, demand, authorization, direction, notice,
     consent or waiver, only Securities which a Responsible Officer of the
     Trustee actually knows to be so owned shall be so disregarded. Securities
     so owned which have been pledged in good faith may be regarded as
     Outstanding if the pledgee establishes to the satisfaction of the Trustee
     the pledgee's right so to act with respect to such Securities and that the
     pledgee is not the Company or any other obligor upon the Securities or any
     Affiliate of the Company or of such other obligor.

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

           "PERSON" means, except as provided in Article Six, any individual,
corporation, partnership, joint venture, trust, unincorporated organization or
government or any agency or political subdivision thereof.

           "PLACE OF PAYMENT", when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of such series are payable as specified as
contemplated by Section 301.

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

           "PRINCIPAL PROPERTY" means any manufacturing plant or production,
transportation or marketing facility or other similar facility located within
the United States of America (other than its territories and possessions) and
owned by, or leased to, the Company or any Restricted Subsidiary, the book value
of the real property, plant and equipment of which (as shown, without deduction
of any depreciation reserves, on the books of the owner or owners) is not less
than 1.5% of Consolidated Net Tangible Assets as of the date on which such
facility is acquired or a leasehold interest therein is acquired.

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

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

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

                                       -5-
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           "RESPONSIBLE OFFICER", when used with respect to the Trustee, means
any vice president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, any trust officer or assistant trust officer 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.

           "RESTRICTED SUBSIDIARY" means any Subsidiary substantially all the
property of which is located, or substantially all the business of which is
carried on, within the United States of America (other than its territories and
possessions) which shall at the time, directly or indirectly, through one or
more Subsidiaries or in combination with one or more other Subsidiaries or the
Company, own or be a lessee of a Principal Property.

           "SALE AND LEASEBACK TRANSACTION" has the meaning specified in Section
1005.

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

           "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 305.

           "SPECIAL RECORD DATE" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 307.

           "STATED MATURITY", when used with respect to any Security or any
installment of principal thereof or any 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 such interest is due and payable.

           "SUBSIDIARY" means, with respect to the Company, a corporation of
which more than 50% of the total voting power of the capital stock entitled
(without regard to the occurrence of any contingency) to vote in the election of
its directors is owned, directly or indirectly, by the Company or by one or more
other Subsidiaries or by the Company and one or more other subsidiaries.

           "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939, as
amended and in force at the date as of which this instrument was executed;
provided, however, that in the event the Trust Indenture Act of 1939 is amended
after such date, "Trust Indenture Act" means, to the extent required by such
amendment, the Trust Indenture Act of 1939 as so amended.

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

           "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".

                                       -6-
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SECTION 102.      COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

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

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

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

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.

                                       -7-
<Page>

SECTION 104.      ACTS OF HOLDERS; RECORD DATES.

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

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

           (c)    The Company may, in the circumstances permitted by the
Trust Indenture Act, fix any day as the record date for the purpose of
determining the Holders of Securities of any series entitled to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action, or to vote on any action, authorized or permitted to be given or taken
by Holders of Securities of such series. If not set by the Company prior to the
first solicitation of a Holder of Securities of any series made by any Person in
respect of any such action, or, in the case of any such vote, prior to such
vote, the record date for any such action or vote shall be the 30th day (or, if
later, the date of the most recent list of Holders of Securities of such series
required to be provided pursuant to Section 701) prior to such first
solicitation or vote, as the case may be. With regard to any record date for
action to be taken by the Holders of one or more series of Securities, only the
Holders of Securities of such series on such date (or their duly designated
proxies) shall be entitled to give or take, or vote on, the relevant action.
Notwithstanding the foregoing, the Company shall not set a record date for, and
the provisions of this paragraph shall not apply with respect to, any Act by the
Holders pursuant to Section 501, 502 or 512.

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

           (e)    Any 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
any such Security.

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

                                       -8-
<Page>


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

           Any Act of Holders or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

           (1)    the Trustee by any Holder or by the Company shall be
     sufficient for every purpose hereunder if made, given, furnished or filed
     in writing to or with the Trustee at its Corporate Trust Office, Attention:
     Corporate Trust Department, including via facsimile transmission to (212)
     701-7684, 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, Attention: Audrey C. Moeller at the address of its
     principal executive offices specified in the first paragraph of this
     instrument or at any other address previously furnished in writing to the
     Trustee by the Company or via facsimile transmission to (412) 553-6105.

SECTION 106.      NOTICE TO HOLDERS; WAIVER.

           Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date (if any), and not earlier than the earliest date
(if any), prescribed for the giving of such notice. In any case where notice to
Holders is given by mail, neither the failure to mail any notice, nor any defect
in any notice so mailed, to any particular Holder shall affect the sufficiency
of such notice with respect to other Holders. Where this Indenture provides for
notice in any manner, such notice may be waived in writing by the Person
entitled to receive such notice, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice by Holders
shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.

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

SECTION 107.      CONFLICT WITH TRUST INDENTURE ACT.

           If any provision hereof limits, qualifies or conflicts with 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 only as so modified or 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.

                                       -9-
<Page>

SECTION 109.      SUCCESSORS AND ASSIGNS.

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

SECTION 110.      SEPARABILITY CLAUSE.

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

SECTION 111.      BENEFITS OF INDENTURE.

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

SECTION 112.      GOVERNING LAW.

           This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the Commonwealth of Pennsylvania, without regard
to the conflicts of law rules of said Commonwealth; provided, however, that the
rights, duties and obligations of, and the standard of care for, the Trustee
shall be governed by the laws of the State of New York, without regard to the
conflicts of law rules of said State.

SECTION 113.      LEGAL HOLIDAYS.

           In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of the Securities of any series that
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; provided,
that no interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date or Stated Maturity, as the case may be, to such
Business Day if such payment is made or duly provided for on such Business Day.

SECTION 114.      NO SECURITY INTEREST CREATED.

           Nothing in this Indenture or in any Securities, express or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its Subsidiaries is
or may be located.

SECTION 115.      LIMITATION ON INDIVIDUAL LIABILITY.

           No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company or any successor Person, either directly or through the Company, whether
by virtue of any constitution, statute or rule of law, or by the

                                      -10-
<Page>

enforcement of any assessment or penalty or otherwise; it being expressly
understood that this Indenture and the obligations issued hereunder are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by, the incorporators, shareholders, officers or
directors, as such, of the Company or any successor Person, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any Security or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, shareholder, officer or director, as such, because of
the creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any
Security or implied therefrom, are hereby expressly waived and released as a
condition of, and as a consideration for, the execution of this Indenture and
the issuance of such Security.


                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.      FORMS GENERALLY.

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

           The definitive Securities of any series shall be printed,
lithographed or engraved or produced by any combination of these methods on
steel engraved borders or may be produced in any other manner permitted by the
rules of any securities exchange on which the Securities of such series may be
listed, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

SECTION 202.      FORM OF FACE OF SECURITY.

           [Insert any legend required by the Internal Revenue Code of 1986, as
amended, and the regulations thereunder]

                            EQUITABLE RESOURCES, INC.

No.                                                               $
   -------------                                                   ------------

           Equitable Resources, Inc., a corporation duly organized and existing
under the laws of the Commonwealth of Pennsylvania (herein called the "Company",
which

                                      -11-
<Page>

term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _________________, or registered
assigns, the principal sum of _____________________________________ Dollars on
_____________________[if the Security is to bear interest prior to the Maturity,
insert--, and to pay interest thereon from _________________or from the most
recent Interest Payment Date to which interest has been paid or duly provided
for, semi-annually on _______________ and _______________________in each year,
commencing ______________at the rate of_____ % per annum, until the principal
hereof is paid or made available for payment [if applicable, insert --, and (to
the extent that the payment of such interest shall be legally enforceable) at
the rate of ______% per annum on any overdue principal and premium and on any
overdue installment of interest]. The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the _________________ or
______________(whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice thereof having been given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture].

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

           Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Company maintained for that purpose in ______________, in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts [if applicable, insert --;
provided, however, that at the option of the Company payment of interest may be
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register if this Security is not a Global
Security.]

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

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

                                      -12-

<Page>

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

Dated:

                                                     EQUITABLE RESOURCES, INC.


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

Attest:


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



SECTION 203.      FORM OF REVERSE OF SECURITY.

           This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of June _______, 1996 (herein called the
"Indenture"), between the Company and Bank of Montreal Trust Company, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof [, limited in aggregate principal amount to
$_______ ].

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

<Table>
<Caption>
                                        REDEMPTION                                                REDEMPTION
             YEAR                          PRICE                        YEAR                         PRICE
------------------------------- ---------------------------- ---------------------------- ----------------------------
<S>                             <C>                          <C>                          <C>

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


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


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


=============================== ============================ ============================ ============================
</Table>

                                      -13-
<Page>

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

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

<Table>
<Caption>
                                             REDEMPTION PRICE
                                              FOR REDEMPTION                          REDEMPTION PRICE FOR
                                            THROUGH OPERATION                         REDEMPTION OTHERWISE
                                                  OF THE                             THAN THROUGH OPERATION
             YEAR                              SINKING FUND                            OF THE SINKING FUND
------------------------------- ------------------------------------------- ------------------------------------------
<S>                             <C>                                         <C>

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


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


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


=============================== =========================================== ==========================================
</Table>

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

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

           [The sinking fund for this series provides for the redemption on
____________ in each year beginning with the year _____________ and ending with
the year __________ of [not less than $________ ("mandatory sinking fund") and
not more than] $____________ aggregate principal amount of Securities of this
series. Securities of this series acquired or

                                      -14-
<Page>

redeemed by the Company otherwise than through [mandatory] sinking fund payments
may be credited against subsequent [mandatory] sinking fund payments otherwise
required to be made [in the inverse order in which they become due].]

           [If the Security is subject to redemption, insert--In the event of
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

           [If the Security is not an Original Issue Discount Security,
insert--If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.]

           [If the Security is an Original Issue Discount Security, insert--If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to--insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that then payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]

           The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66 2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.

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

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

                                      -15-
<Page>

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

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

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

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

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

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

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

                                Bank of Montreal Trust Company,
                                  as Trustee



                                By
                                   --------------------------------
                                    Authorized Signature


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.      AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

           The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, 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,

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

                                      -16-
<Page>

           (2)    any limit upon the aggregate principal amount of the
     Securities of the series which may be authenticated 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 or 1107 and
     except for any Securities which, pursuant to Section 303, are deemed never
     to have been authenticated and delivered hereunder);

           (3)    the Person to whom any interest on a 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;

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

           (5)    the rate or rates at which the Securities of the series shall
     bear interest, if any, the date or dates from which such interest shall
     accrue, the Interest Payment Dates on which any such interest shall be
     payable and the Regular Record Date for any interest payable on any
     Interest Payment Date;

           (6)    the place or places where the principal of and any premium and
     interest on Securities of the series shall be payable;

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

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

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

           (10)   the currency, currencies or currency units in which payment of
     the principal of and any premium and interest on any Securities of the
     series shall be payable if other than the currency of the United States of
     America and the manner of determining the equivalent thereof in the
     currency of the United States of America for purposes of the definition of
     "Outstanding" in Section 101;

           (11)   if the amount of payments of principal of or any premium or
     interest on any Securities of the series may be determined with reference
     to an index, the manner in which such amounts shall be determined;

           (12)   if the principal of or any premium or interest on any
     Securities of the series is to be payable, at the election of the Company
     or a Holder thereof, in one or more currencies or currency units other than
     that or those in which the Securities are stated to be payable, the
     currency, currencies or currency units in which payment of the principal of
     and any premium and interest on Securities of the series as to which such
     election is made shall be payable, and the periods within which and the
     terms and conditions upon which such election is to be made;

                                      -17-
<Page>

           (13)   if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     502; and

           (14)   any other terms of the series (which terms shall not be
     inconsistent with the provisions of this Indenture, except as permitted by
     Section 901(5)).

           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 the Board Resolution referred to above and (subject to Section 303) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

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

SECTION 302.      DENOMINATIONS.

           The Securities of each series shall be issuable only in registered
form without coupons and only in denominations of $1,000 and any integral
multiple thereof except as otherwise specified as contemplated by Section 301.
Securities shall be numbered, lettered or otherwise distinguished in such manner
or in accordance with such plan as the officers of the Company executing the
same may determine with the approval of the Trustee.

SECTION 303.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

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

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

           At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall either at one time or from time to time pursuant to
such instructions as may be described therein authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

                                      -18-
<Page>

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

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

           (c)    that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting creditors' rights and to general equity
     principles.

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

           Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally 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 such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

           Each Security shall be dated the date of its authentication.

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

           If the Securities are to be issued in whole or in part in the form of
one or more Global Securities, then the Company shall execute and the Trustee
shall authenticate and deliver one or more Global Securities that (i) shall
represent an aggregate amount equal to the aggregate principal amount of the
Outstanding Securities to be represented by one or more Global Securities, (ii)
shall be registered in the name of the Depositary for such Global Security or
Securities or the nominee of such Depositary, (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's instruction and (iv)
shall bear a legend substantially to the following effect (or in the form
required by such Depositary): "Unless and until it is exchanged in whole or in
part for the individual Securities represented hereby, this Global Security may
not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary

                                      -19-
<Page>

to the Depositary or another nominee of the Depositary or by the Depositary or
any such nominee to a successor Depositary or a nominee of such successor
Depositary."

           Each Depositary for a Global Security must, at all times while it
serves as such Depositary, be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and any other applicable statute or
regulation.

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,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities. Any such temporary Security may
be in global form, representing all or a portion of the Outstanding Securities.
Every such temporary Security shall be executed by the Company and shall be
authenticated and delivered by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive
Security or Securities in lieu of which it is issued.

           If temporary Securities of any series are issued, the Company will
cause definitive Securities of such 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 such
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 one or more
definitive Securities of the same series of a like aggregate principal amount in
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.

           Upon any exchange of a portion of a temporary Global Security for a
definitive Global Security or for the individual Securities represented thereby
pursuant to this Section 304 or Section 305, the temporary Global Security shall
be endorsed by the Trustee to reflect the reduction of the principal amount
evidenced thereby, whereupon the principal amount of such temporary Global
Security shall be reduced for all purposes by the amount so exchanged and
endorsed.

SECTION 305.      REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

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

                                      -20-
<Page>

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

           Notwithstanding any other provision of this Section, unless and until
it is exchanged in whole or in part for the individual Securities represented
thereby, a Global Security representing all or a portion of the Securities of
any series may not be transferred except as a whole by the Depositary to a
nominee of such Depositary or by a nominee of such Depositary to such Depositary
or another nominee of such Depositary or by such Depositary or any such nominee
to a successor Depositary or a nominee of such successor Depositary.

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

           (b)    If at any time the Depositary for the Securities of any series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series or if at any time the Depositary for the
Securities of any series shall no longer be eligible under Section 303, the
Company shall appoint a successor Depositary. If a successor Depositary for the
Securities of any series is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, the
Company will execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Securities of such series, will
authenticate and deliver, individual Securities of such series in an aggregate
principal amount equal to the principal amount of the Global Security or
Securities representing such Securities in exchange for such Global Security or
Securities.

           The Company may at any time and in its sole discretion determine that
individual Securities of any series issued in the form of one or more Global
Securities shall no longer be represented by such Global Security or Securities.
In such event, or if an Event of Default has occurred and is continuing with
respect to such series, the Company will execute, and the Trustee, upon receipt
of a Company Order for the authentication and delivery of individual Securities
of such series, will authenticate and deliver, individual Securities of such
series in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing the Securities of such series in
exchange for such Global Security or Securities.

           The Depositary for the Securities of any series may surrender a
Global Security in exchange in whole or in part for individual Securities of
such series on such terms as are acceptable to the Company and such Depositary.
Thereupon, the Company shall execute, and the Trustee shall authenticate and
deliver, without service charge,

           (i)    to each Person specified by the Depositary a new individual
     Security or Securities of such series of any authorized denomination as
     requested by such Person in aggregate principal amount equal to and in
     exchange for such Person's beneficial interest in the Global Security; and

                                      -21-
<Page>

           (ii)   to the Depositary a new Global Security in a denomination
     equal to the difference, if any, between the principal amount of the
     surrendered Global Security and the aggregate principal amount of
     individual Securities of such series delivered to Holders thereof.

           Upon the exchange of a Global Security for individual Securities of
any series, such Global Security shall be canceled by the Trustee. Individual
Securities of such series issued in exchange for a Global Security pursuant to
this Section shall be registered in such names and in such authorized
denominations as the Depositary for such Global Security, pursuant to
instructions to its direct or indirect participants or otherwise, shall instruct
the Trustee. The Trustee shall deliver such Securities to the Persons in whose
names such Securities are so registered.

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

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

           No service charge shall be made for any registration of transfer or
exchange of Securities except as provided in Section 306. The Company may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 906 or
1107 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 mailing of a notice of redemption of
Securities of such series selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, except the unredeemed portion of any Security being redeemed in part.

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

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

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

                                      -22-
<Page>

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

           Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including, without limitation, 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 such 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.

           Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest. Except as otherwise provided as contemplated by Section 301
with respect to any series of Securities, at the option of the Company, interest
on Securities of any series will be paid by mailing checks to the addresses of
the Holders thereof as such addresses shall appear in the Securities Register if
such Securities are not represented by a Global Security and interest on any
Global Security will be paid by wire transfer of immediately available funds to
an account designated by the Depositary.

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

           (1)    The Company may elect to make payment of any Defaulted
     Interest to the Persons in whose names the Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on a Special Record Date for the payment of such Defaulted
     Interest, which shall be fixed in the following manner. The Company shall
     notify the Trustee in writing as to the amount of Defaulted Interest
     proposed to be paid on each Security of such series and the date of the
     proposed payment, and at the same time the Company shall deposit with the
     Trustee an amount of money equal to the aggregate amount proposed to be
     paid in respect of such Defaulted Interest or shall make arrangements
     satisfactory to the Trustee for such deposit prior to the date of the
     proposed payment, such money when deposited to be held in trust for the
     benefit of the Persons entitled to such Defaulted Interest as in this
     clause (1) 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

                                      -23-
<Page>

     of the proposed payment. The Trustee shall promptly notify the Company of
     such Special Record Date and, in the name and at the expense of the
     Company, shall cause notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor to be mailed, first-class
     postage prepaid, to each Holder of Securities of such series at his address
     as it appears in the Security Register, not less than 10 days prior to such
     Special Record Date. Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor having been so mailed, such
     Defaulted Interest shall be paid to the Persons in whose names the
     Securities of such series (or their respective Predecessor Securities) are
     registered at the close of business on such Special Record Date and shall
     no longer be payable pursuant to the following clause (2).

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

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

SECTION 308.      PERSONS DEEMED OWNERS.

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

SECTION 309.      CANCELLATION.

           All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly 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. 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 as directed by a Company Order.

SECTION 310.      COMPUTATION OF INTEREST.

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

                                      -24-
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                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.      SATISFACTION AND DISCHARGE OF INDENTURE.

           This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

           (1)    either

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

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

                  (i)   have become due and payable, or

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

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

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

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

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

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

                                      -25-
<Page>

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 Company acting as its own Paying Agent) as
     the Trustee may determine, to the Persons entitled thereto, of the
     principal and any premium and interest for whose payment such money has
     been deposited with the Trustee.


                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.      EVENTS OF DEFAULT.

           "Event of Default", wherever used herein 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 upon any Security of
     such series when it becomes due and payable, and continuance of such
     default for a period of 30 days; or

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

           (3)    default in the deposit of any sinking fund payment, when and
     as due by the terms of a Security of such series; or

           (4)    default in the performance, or breach, of any covenant of the
     Company in this Indenture (other than a default in performance or breach of
     a covenant which is elsewhere in this Section specifically dealt with or
     which has expressly been included in this Indenture solely for the benefit
     of series of Securities other than such 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 10% in principal amount
     of the Outstanding Securities of such 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)    default under any bond, debenture, note or other evidence of
     indebtedness for money borrowed by the Company (including a default with
     respect to Securities of any series other than such series) or any
     Subsidiary in an aggregate principal amount of at least $25,000,000 or
     under any mortgage, indenture or instrument under which there may be issued
     or by which there may be secured or evidenced any indebtedness for money
     borrowed by the Company (including this Indenture) or any Subsidiary in an
     aggregate principal amount of at least $25,000,000 whether such
     indebtedness now exists or shall hereafter be created, which default shall
     constitute a failure to pay any portion of the principal of such
     indebtedness when due and payable after the expiration of any applicable
     grace

                                      -26-
<Page>

     period with respect thereto or shall have resulted in such indebtedness
     becoming or being declared due and payable prior to the date on which it
     would otherwise have become due and payable, without such indebtedness
     having been discharged, or such acceleration having been rescinded or
     annulled, within a period of 30 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 10% in principal amount
     of the Outstanding Securities of such series a written notice specifying
     such default and requiring the Company to cause such indebtedness to be
     discharged or cause such acceleration to be rescinded or annulled and
     stating that such notice is a "Notice of Default" hereunder; provided,
     however, that, subject to the provisions of Sections 601 and 602, the
     Trustee shall not be deemed to have knowledge of such default unless either
     (A) a Responsible Officer of the Trustee shall have actual knowledge of
     such default or (B) the Trustee shall have received written notice thereof
     from the Company, from any Holder, from the holder of any such indebtedness
     or from the trustee under any such mortgage, indenture or other instrument;
     or

           (6)    the entry by a court having jurisdiction in the premises of
     (A) a decree or order for relief in respect of the Company in an
     involuntary case or proceeding under any applicable Federal or state
     bankruptcy, insolvency, reorganization or other similar law or (B) a decree
     or order adjudging the Company a bankrupt or insolvent, or approving as
     properly filed a petition seeking reorganization, arrangement, adjustment
     or composition of or in respect of the Company under any applicable Federal
     or state law, or appointing a custodian, receiver, liquidator, assignee,
     trustee, sequestrator or other similar official of the Company or of any
     substantial part of its property, or ordering the winding up or liquidation
     of its affairs, and the continuance of any such decree or order for relief
     or any such other decree or order unstayed and in effect for a period of 60
     consecutive days; or

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

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

           To the extent applicable, upon receipt by the Trustee of any Notice
of Default executed by a Holder pursuant to this Section 501, a record date
shall automatically and without any other action by any Person be set for the
purpose of determining the Holders of Outstanding Securities of such series
entitled to join in such Notice of Default, which record date shall be the close
of business on the day the Trustee receives such Notice of Default. The Holders
of Outstanding Securities of such series on such record date (or their

                                      -27-
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duly appointed agents), and only such Persons, shall be entitled to join in such
Notice of Default, whether or not such Holders remain Holders after such record
date; provided, that unless such Notice of Default shall have become effective
by virtue of Holders of the requisite principal amount of Outstanding Securities
of such series on such record date (or their duly appointed agents) having
joined therein on or prior to the 90th day after such record date, such Notice
of Default shall automatically and without any action by any Person be canceled
and of no further force or effect.

SECTION 502.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

           If an Event of Default 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 such series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of (and all accrued and unpaid interest on) all the
Securities of such 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 amount) and interest shall
become immediately due and payable. Upon payment of all such amounts (including
interest accruing through the date of payment), all obligations of the Company
in respect of the Securities of such series shall terminate.

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

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

                  (A) all overdue interest on all Securities of such series,

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

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

                  (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 such
     series, other than the nonpayment of the principal of and interest on the
     Securities of such series which have become due solely by such declaration
     of acceleration, have been cured or waived as provided in Section 513.

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

           Upon receipt by the Trustee of any declaration of acceleration, or
any rescission and annulment of any such acceleration, pursuant to this Section
502, a record date shall automatically and without any other action by any
Person be set for the purpose of determining the Holders of Outstanding
Securities of such series entitled to join in such declaration or rescission and
annulment, as the case may be, which record date shall be the close of business
on the day the Trustee receives such declaration or rescission and annulment, as
the case may be. The Holders of Outstanding Securities of such series on such
record date (or their duly appointed agents), and only such Persons, shall be
entitled to join in such declaration or rescission and annulment, as the case
may be, whether or not such Holders remain Holders after such record date;
provided, that unless such declaration or rescission and annulment, as the case
may be, shall have become effective by virtue of Holders of the requisite
principal amount of Outstanding Securities of such series on such record date
(or their duly appointed agents) having joined therein on or prior to the 90th
day after such record date, such declaration or rescission and annulment, as the
case may be, shall automatically and without any action by any Person be
canceled and of no further force or effect.

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

           The Company covenants that if

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

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

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

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

SECTION 504.      TRUSTEE MAY FILE PROOFS OF CLAIM.

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

                                      -29-
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any such proceeding. In particular, the Trustee shall be authorized 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 such 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 such Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

           No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities of a series or the rights of any Holder thereof or to authorize the
Trustee to vote in respect of the claim of any Holder thereof in any such
proceeding.

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

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

SECTION 506.      APPLICATION OF MONEY COLLECTED.

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

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

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

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 such
     series;

           (2)    the Holders of not less than 25% in principal amount of the
     Outstanding Securities of such series shall have made written request to
     the Trustee

                                      -30-
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     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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatsoever by virtue of, or by availing of, any
provision of this Indenture (including without limitation the provisions of
Section 512) to affect, disturb or prejudice the rights of any other of such
Holders or to obtain or to seek to obtain priority or preference over any other
of such Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all of such
Holders.

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

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

SECTION 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 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 Section 306, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

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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
any acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to any Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by such Holders, as the case
may be.

SECTION 512.      CONTROL BY HOLDERS.

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

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

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

           (3)    subject to the provisions of Section 601, the Trustee shall
     have the right to decline to follow any such direction if the Trustee in
     good faith shall, by Responsible Officer or Officers of the Trustee,
     determine that the action so directed would involve the Trustee in personal
     liability for which it has not been adequately indemnified or would be
     unduly prejudicial to Holders not joining in such direction.

           Upon receipt by the Trustee of any such direction, pursuant to this
Section 512, a record date shall automatically and without any other action by
any Person be set for the purpose of determining the Holders of Outstanding
Securities of any series entitled to join in such direction, which record date
shall be the close of business on the day the Trustee receives such direction.
The Holders of Outstanding Securities of such series on such record date (or
their duly appointed agents), and only such Persons, shall be entitled to join
in such direction, whether or not such Holders remain Holders after such record
date; provided, that unless such direction shall have become effective by virtue
of Holders of the requisite principal amount of Outstanding Securities of such
series on such record date (or their duly appointed agents) having joined
therein on or prior to the 90th day after such record date, such direction shall
automatically and without any action by any Person be canceled and of no further
force or effect.

SECTION 513.      WAIVER OF DEFAULTS.

           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 default hereunder with respect to such
series and its consequences, except a default

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

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

SECTION 514.      UNDERTAKING FOR COSTS.

           In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs 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, the Trustee or the
Holders of 10% or more in principal amount of the Outstanding Securities of any
Series.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.      CERTAIN DUTIES AND RESPONSIBILITIES.

           The duties and responsibilities of the Trustee shall be as provided
by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, 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. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 602.      NOTICE OF DEFAULTS.

           If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 501(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

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SECTION 603.      CERTAIN RIGHTS OF TRUSTEE.

           Subject to the provisions of Section 601:

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

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

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

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

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

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

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

           (h)    the Trustee shall not be liable for any losses on investments;

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

           (j)    the Trustee shall not be liable with respect to any action
     taken, suffered or omitted to be taken by it in good faith in accordance
     with the direction of the Holders of a majority in principal amount of the
     Outstanding Securities of

                                      -34-
<Page>

     any series relating to the time, method and place of conducting any
     proceeding for any remedy available to the Trustee, or exercising any trust
     or power conferred upon the Trustee, under this Indenture with respect to
     the Securities of such series;

           (k)    the Trustee shall not be deemed to have notice or knowledge of
     any matter unless a Responsible Officer has actual knowledge thereof or
     unless written notice thereof is received by the Trustee at its Corporate
     Trust office and such notice refers to the Securities of any series, the
     Company or this Indenture; and

           (1)    in the event that the Trustee is also acting as Paying Agent,
     Authenticating Agent or Security Registrar hereunder, the rights and
     protections afforded to the Trustee pursuant to this Article Six shall also
     be afforded to it as such Paying Agent, Authenticating Agent or Security
     Registrar.

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

           The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. The Trustee
or any Authenticating Agent shall not be accountable for the use or application
by the Company of Securities or the proceeds thereof.

SECTION 605.      MAY HOLD SECURITIES.

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

SECTION 606.      MONEY HELD IN TRUST.

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

SECTION 607.      COMPENSATION AND REIMBURSEMENT.

           The Company agrees

           (1)    to pay to the Trustee from time to time reasonable
     compensation for all services rendered by it hereunder as may be mutually
     agreed upon in writing by the Company and the Trustee (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 to the extent any such
     expense, disbursement or advance may be attributable to its negligence or
     bad faith; and

                                      -35-
<Page>

           (3)    to indemnify the Trustee and its directors, officers and
     employees for, and to hold each of them harmless against, any loss,
     liability or expense incurred without negligence or bad faith on its, his
     or her 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, himself or herself against any claim or
     liability in connection with the exercise or performance of any of the
     Trustee's powers or duties hereunder.

           As security for the performance of the obligations of the Company
under this Section the Trustee shall have a lien prior to the Securities upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of principal of or any premium or interest on
particular Securities.

           When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 501 or pursuant to Section 301,
the expenses (including the reasonable fees and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable bankruptcy, insolvency or other similar law.

           The obligations of the Company set forth in this Section 607 and any
lien arising hereunder shall survive the resignation or removal of any Trustee,
the discharge of the Company's obligations pursuant to Article Four, the
termination of this Indenture and the repayment of the Securities whether at
Stated Maturity or otherwise.

SECTION 608.      DISQUALIFICATION; CONFLICTING INTERESTS.

           If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

SECTION 609.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

           There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such,
having a combined capital and surplus of at least $10,000,000 and, together with
the bank holding company of which it is a wholly owned subsidiary, a combined
capital and surplus of at least $100,000,000, and an office or agency in New
York, New York at which its corporate trust business is administered. If either
such Person publishes reports of condition at least annually, pursuant to law or
to the requirements of a Federal or state supervising or examining authority,
then for the purposes of this Section the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section, it
shall resign immediately in the manner and with the effect hereinafter specified
in this Article.

SECTION 610.      RESIGNATION AND REMOVAL APPOINTMENT OF SUCCESSOR.

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

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           (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 or additional Trustee
required by Section 611 shall not have been delivered to the resigning 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 or additional Trustee.

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

           (d)    If at any time:

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

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

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee and the appointment of
a successor Trustee 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 such 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) and such successor Trustee or Trustees
shall comply with the applicable requirements of Section 611. If, within one
year after such resignation, removal or incapability, of the occurrence of such
vacancy, a successor Trustee with respect to the Securities of any series shall
be appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, 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.

                                      -37-
<Page>

           (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 all Holders of Securities of such series in the manner provided 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 611.      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. All moneys due and owing to
retiring Trustee shall be paid by the Company upon resignation or removal of the
retiring Trustee.

           (b)    In case of the appointment hereunder of a 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 such 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 such
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 such 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 such series to
which the appointment of such successor Trustee relates.

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

                                      -38-
<Page>

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

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

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

SECTION 613.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 614.      AUTHENTICATING AGENTS.

           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 issued upon
original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Any such 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 at least $10,000,000 and,
together with the bank holding company of which it is a wholly owned subsidiary,
a combined capital and surplus of at least $100,000,000, and subject to
supervision or examination by Federal, state or District of Columbia authority.
If either such Person publishes reports of its condition at least annually,
pursuant to law or the requirements of said supervising or examining authority,
then, for the purposes of this Section, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible to act as such in accordance
with the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.

           Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or

                                      -39-
<Page>

any corporation succeeding to the corporate agency or corporate trust business
of any Authenticating Agent, shall continue to be Authenticating Agent
hereunder; provided, that such successor 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 such Authenticating Agent.

           An Authenticating Agent may resign at any time by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination 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
any Authenticating Agent shall cease to be eligible to act as such 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 mail
notice of such appointment by first-class mail, postage prepaid, to all Holders
of Securities of the applicable series as their names and addresses appear in
the Security Register. Any successor Authenticating Agent upon acceptance of its
appointment under this Section shall become vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with like effect as if
initially named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible to act as such in accordance with the
provisions of this Section.

           Any Authenticating Agent by the acceptance of its appointment shall
be deemed to have represented to the Trustee that it is eligible for appointment
as Authenticating Agent under this Section and to have agreed with the Trustee
that: it will perform and carry out the duties of an Authenticating Agent as
herein set forth, including among other things the duties to authenticate
Securities when presented to it in connection with exchanges, registrations of
transfer thereof or pursuant to Section 306; it will keep and maintain, and
furnish to the Trustee from time to time as requested by the Trustee,
appropriate records of all transactions carried out by it as Authenticating
Agent and will furnish the Trustee such other information and reports as the
Trustee may reasonably require; and it will notify the Trustee promptly if it
shall cease to be eligible to act as Authenticating Agent in accordance with the
provisions of this Section. Any Authenticating Agent by the acceptance of its
appointment shall be deemed to have agreed with the Trustee to indemnify the
Trustee against any loss, liability or expense incurred by the Trustee and to
defend any claim asserted against the Trustee by reason of any acts or failures
to act of such Authenticating Agent, but such Authenticating Agent shall have no
liability for any action taken by it in accordance with the specific written
direction of the Trustee.

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

           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 certification of authentication, an alternative
certificate of authentication in the following form:

                                      -40-
<Page>

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

                                         Bank of Montreal Trust Company,
                                           As Trustee


                                         By
                                           ------------------------------------
                                           As Authenticating Agent

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

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

           (a)    semi-annually, not later than June 15 and December 15 in each
year, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of the immediately preceding June 1 or December
1, as the case may be, and

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

notwithstanding the foregoing, so long as the Trustee is the Security Registrar,
no such list shall be required to be furnished.

SECTION 702.      PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

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

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

                                      -41-
<Page>

SECTION 703.      REPORTS BY TRUSTEE.

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

           (b)    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 of any series are listed, with the Commission and with the
Company. The Company will notify the Trustee when the Securities of any series
are listed on any stock exchange.

SECTION 704.      REPORTS BY COMPANY.

           The Company shall file with the Trustee and the Commission, and
transmit to Holders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act at the
times and in the manner provided pursuant to such Act; provided, that any such
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, shall be filed with the Trustee within 15 days after the same is so
required to be filed with 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 Person
or convey, transfer or lease its properties and assets substantially as an
entirety to any Person and the Company shall not permit any Person to
consolidate with or merge into the Company, unless:

           (1)    in case the Company shall consolidate with or merge into
     another Person or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, the Person formed by such
     consolidation or into which the Company is merged or the Person which
     acquires by conveyance or transfer, or which leases, the properties and
     assets of the Company substantially as an entirety shall be a corporation,
     partnership or trust, shall be organized and validly existing under the
     laws of the United States of America, any state thereof or the District of
     Columbia and shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Trustee, in form satisfactory to the Trustee,
     the due and punctual payment of the principal of and interest on all the
     Securities and the performance or observance of every covenant of this
     Indenture on the part of the Company to be performed or observed;

           (2)    immediately after giving effect to such transaction and
     treating any indebtedness which is an obligation of the successor Person or
     becomes an obligation of the Company or a Subsidiary as a result of such
     transaction as having been incurred by the Company or such Subsidiary at
     the time of such transaction, no Event of Default, and no event which,
     after notice or lapse of time or both, would become an Event of Default,
     shall have happened and be continuing;

                                      -42-
<Page>

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

           (4)    the Company 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, if a supplemental
     indenture is required in connection with the transaction, such supplemental
     indenture comply with this Article and that all conditions precedent herein
     provided for relating to such transaction have been complied with.

SECTION 802.      SUCCESSOR SUBSTITUTED.

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.      SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

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

           (3)    to add any additional Event of Default; or

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

                                      -43-
<Page>

     interest coupons, or to permit or facilitate the issuance of Securities in
     uncertificated form; or

           (5)    to add to, change or eliminate any of the provisions of this
     Indenture in respect of one or more series of Securities; provided, that
     any such addition, change or elimination shall neither apply to any
     Security of any series created prior to the execution of such supplemental
     indenture and entitled to the benefit of such provision nor modify the
     rights of the Holder of any such Security with respect to such provision;
     or

           (6)    to secure the Securities pursuant to the requirements of
     Section 1004 or 1005 or otherwise; or

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

           (8)    to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 611(b); or

           (9)    to cure any ambiguity, to correct or supplement any provision
     herein which may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture; provided, that such action pursuant
     to this clause (9) shall not adversely affect the interests of the Holders
     of Outstanding 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 66-2/3% in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Security affected thereby,

           (1)    change the Stated Maturity of the principal of, or any
     installment of principal of or interest on, any Security, or reduce the
     principal amount thereof or the rate of interest thereon or any premium
     payable upon the redemption or repurchase thereof, or reduce the amount of
     the principal of an Original Issue Discount Security that would be due and
     payable upon a declaration of acceleration of the Maturity thereof pursuant
     to Section 502, or change any Place of Payment where, or the coin or
     currency in which, any Security 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, on or after the Redemption Date); or

           (2)    reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such

                                      -44-
<Page>

     supplemental indenture, or the consent of whose Holders is required for any
     waiver of compliance with certain provisions of this Indenture or certain
     defaults hereunder and their consequences provided for in this Indenture;
     or

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

           A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of the Holders of Securities of such series with respect to such
covenant or other provision, shall be deemed not to affect the rights under this
Indenture 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 (subject to Section 601) shall be fully protected in relying upon, an
Officer's Certificate and 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 adversely affects the Trustee's own rights, duties, immunities
or liabilities under this Indenture or otherwise.

SECTION 904.      EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905.      CONFORMITY WITH TRUST INDENTURE ACT.

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

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

                                      -45-
<Page>

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 INDENTURE.

           Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 902, the Company shall transmit to
the Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture.

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.     PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

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

SECTION 1002.     MAINTENANCE OF OFFICE OR AGENCY.

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

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

SECTION 1003.     MONEY FOR 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 or any premium or interest on any of the Securities of such series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal or any premium 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.

                                      -46-
<Page>

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

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

           (1)    comply with the provisions of the Trust Indenture Act
     applicable to it as a Paying Agent and hold all sums held by it for the
     payment of principal of or interest on any Securities 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; and

           (2)    at any time during the continuance of any default by the
     Company (or any other obligor upon the Securities of such series) in the
     making of any payment in respect of the Securities of such series, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent for payment in respect of the Securities
     of such series.

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

           Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or any premium
or interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper of general circulation in The City of New
York, Borough of Manhattan, and printed in the English language and customarily
published on each Business Day, whether or not published on Saturdays, Sundays
or holidays, 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.     LIMITATION ON LIENS.

           (a)    Except as otherwise provided in clauses (1) through (9) below
or in subsection (b) of this section, the Company shall not, and shall not
permit any Restricted Subsidiary to, issue, assume or guarantee any Debt secured
by a Lien upon any Principal

                                      -47-
<Page>

Property of the Company or of any Restricted Subsidiary or upon any shares of
stock or Debt issued by any Restricted Subsidiary (whether such Principal
Property, shares of Stock or Debt are now owned or hereafter acquired) without
in any such case effectively providing concurrently with the issuance,
assumption or guaranty of any such Debt that the Securities together with, if
the Company shall so determine, any other indebtedness of or guaranty by the
Company or such Restricted Subsidiary then existing or thereafter created which
is not subordinated to the Securities) shall be secured equally and ratably with
(or, at the option of the Company, prior to) such Debt, so long as such Debt
shall be so secured; provided, however, that nothing in this Section 1004 shall
prevent, restrict or apply to (and there shall be excluded from secured Debt in
any computation under this Section 1004) Debt secured by:

           (1)    Liens on property of, or shares of stock or Debt issued by,
     any Subsidiary existing at the time it becomes a Restricted Subsidiary;
     provided, that such Lien shall not have been incurred in connection with
     the transfer by the Company or a Restricted Subsidiary of a Principal
     Property to such Subsidiary unless the Company, within 180 days of the
     effective date of such transfer, applies or causes a Restricted Subsidiary
     to apply an amount equal to the fair value, as determined by the Board of
     Directors, of such Principal Property at the time of such transfer, to the
     retirement of Securities or other Debt of the Company (other than Debt
     subordinated to the Securities), or Debt of any Restricted Subsidiary
     (other than Debt owed to the Company or any Restricted Subsidiary), having
     a stated maturity (i) more than 12 months from the date of such application
     or (ii) which is extendable at the option of the obligor thereon to a date
     more than 12 months from the date of such application;

           (2)    Liens on any property, shares of stock or Debt existing at the
     time of acquisition thereof (including acquisition through merger or
     consolidation) or securing the payment of all or any part of the purchase
     price or construction cost thereof or securing any Debt incurred prior to,
     at the time of, or within 180 days after, the acquisition of such property,
     shares of stock or Debt or the completion of any such construction,
     whichever is later, for the purpose of financing all or any part of the
     purchase price or construction cost thereof;

           (3)    Liens on any property to secure all or any part of the cost of
     development, construction, alteration, repair or improvement of all or any
     part of such property, or to secure Debt incurred prior to, at the time of,
     or within 180 days after, the completion of such development, construction,
     alteration, repair or improvement, whichever is later, for the purpose of
     financing all or any part of such cost;

           (4)    Liens which secure Debt owing by a Restricted Subsidiary to
     the Company or to another Restricted Subsidiary or by the Company to a
     Restricted Subsidiary so long as the Debt is held by the Company or a
     Restricted Subsidiary;

           (5)    Liens securing indebtedness of a corporation or other Person
     which becomes a successor of the Company in accordance with the provisions
     of Article Eight other than Debt incurred by such corporation or other
     Person in connection with a consolidation, merger or sale of assets in
     accordance with such Article;

           (6)    Liens on property of the Company or a Restricted Subsidiary in
     favor of the United States of America or any state thereof, or any
     department, agency or instrumentality or political subdivision of the
     United States of America or any state thereof, or in favor of any other
     country or any political subdivision thereof, to

                                      -48-
<Page>

     secure partial, progress, advance or other payments pursuant to any
     contract or statute or to secure any indebtedness incurred or guaranteed
     for the purpose of financing all or any part of the purchase price or the
     cost of construction, alteration, repair or improvement of the property
     subject to such Liens (including but not limited to Liens incurred in
     connection with pollution control, industrial revenue or similar
     financing), or in favor of any trustee or mortgagee for the benefit of
     holders of indebtedness of any such entity incurred for any such purpose;

           (7)    Liens securing Debt which is payable, both with respect to
     principal and interest, solely out of the proceeds of oil, gas, coal or
     other minerals to be produced from the property subject thereto and to be
     sold or delivered by the Company or a Subsidiary, including any interest of
     the character commonly referred to as a "production payment";

           (8)    Liens created or assumed by a Subsidiary on oil, gas, coal or
     other mineral property, owned or leased by a Subsidiary, to secure Debt of
     such Subsidiary for the purpose of developing such property, including any
     interest of the character commonly referred to as a "production payment";
     provided, however, that neither the Company nor any other Subsidiary shall
     assume or guarantee such Debt or otherwise be liable in respect thereof;
     and

           (9)    any extension, renewal or replacement (or successive
     extensions, renewals or replacements), in whole or in part, of any Lien
     referred to in the foregoing clauses (1) to (8), inclusive, or of any Debt
     secured thereby; provided, that such extension, renewal or replacement Lien
     shall be limited to all or any part of the same property that secured the
     Lien extended, renewed or replaced (plus any improvements and construction
     on such property) and shall secure no larger amount of Debt than that which
     had been so secured at the time of such extension, renewal or replacement
     and, in the case of clause (4), that the Debt being secured thereby is
     being secured for the same type of Person as the Debt being replaced.

           (b)    Notwithstanding the foregoing provisions of this Section 1004,
the Company and any one or more Restricted Subsidiaries may issue, assume or
guarantee Debt secured by a Lien which would otherwise be subject to the
foregoing restrictions if at the time it does so (the "Incurrence Time") the
aggregate amount of such Debt plus all other Debt of the Company and its
Restricted Subsidiaries secured by Liens which would otherwise be subject to the
foregoing restrictions after giving effect to the retirement of any Debt which
is currently being retired (not including Debt permitted to be secured under
clauses (1) through (9) above), plus the aggregate Attributable Debt (determined
as of the Incurrence Time) of Sale and Leaseback Transactions (other than Sale
and Leaseback Transactions permitted by subsections (a) and (b) of Section 1005)
entered into after July 1, 1996 and in existence at the Incurrence Time (less
the aggregate amount of proceeds of such Sale and Leaseback Transactions which
shall have been applied in accordance with subsection (c) of Section 1005), does
not exceed 10% of Consolidated Net Tangible Assets.

SECTION 1005.     LIMITATION ON SALE AND LEASEBACK TRANSACTIONS.

           The Company shall not itself, and shall not permit any Restricted
Subsidiary to, enter into any arrangements after July 1, 1996 with any bank,
insurance company or other lender or investor (other than the Company or another
Restricted Subsidiary) providing for the leasing as lessee by the Company or by
any such Restricted Subsidiary of any Principal Property (except a lease for a
temporary period not to exceed three years by the end of which it is intended
the use of such Principal Property by the lessee will be

                                      -49-
<Page>

discontinued and a lease which secures or relates to industrial revenue or
pollution control bonds or similar financing), which was or is owned by the
Company or a Restricted Subsidiary and which has been or is to be sold or
transferred by the Company or a Restricted Subsidiary, more than 180 days after
the completion of construction and commencement of full operation thereof by the
Company or such Restricted Subsidiary, to such lender or investor or to any
Person to whom funds have been or are to be advanced by such lender or investor
on the security of such Principal Property (herein called a "Sale and Leaseback
Transaction") unless:

           (a)    the Company or such Restricted Subsidiary would (at the time
     of entering into such arrangement) be entitled pursuant to clauses (1)
     through (9) of subsection (a) of Section 1004, without equally and ratably
     securing the Securities, to issue, assume or guarantee Debt secured by a
     Lien on such Principal Property in the amount of the Attributable Debt
     arising from such Sale and Leaseback Transaction; or

           (b)    the Attributable Debt of the Company and its Restricted
     Subsidiaries in respect of such Sale and Leaseback Transaction and all
     other Sale and Leaseback Transactions entered into after July 1, 1996
     (other than such Sale and Leaseback Transactions as are permitted by
     subsection (a) or (c) of this Section 1005), plus the aggregate principal
     amount of Debt secured by Liens on Principal Properties then outstanding
     (not including any such Debt secured by Liens described in clauses (1)
     through (9) of subsection (a) of Section 1004) which do not equally and
     ratably secure the Securities, would not exceed 10% of Consolidated Net
     Tangible Assets; or

           (c)    the Company, within 180 days after the sale or transfer,
     applies or causes a Restricted Subsidiary to apply an amount equal to the
     greater of the net proceeds of such sale or transfer or the fair value, as
     determined by the Board of Directors, of the Principal Property so sold and
     leased back at the time of entering into such Sale and Leaseback
     Transaction to the retirement of Securities or other Debt of the Company
     (other than Debt subordinated to the Securities), or Debt of any Restricted
     Subsidiary (other than Debt owed to the Company or any Restricted
     Subsidiary), having a stated maturity (i) more than 12 months from the date
     of such application or (ii) which is extendable at the option of the
     obligor thereon to a date more than 12 months from the date of such
     application; provided, that the amount to be so applied shall be reduced by
     (x) the principal amount of Securities delivered to the Trustee for
     retirement and cancellation within 180 days after such sale or transfer,
     and (y) the principal amount of any such Debt of the Company or a
     Restricted Subsidiary other than Securities voluntarily retired by the
     Company or a Restricted Subsidiary within 180 days after such sale or
     transfer. Notwithstanding the foregoing, no retirement referred to in this
     subdivision (c) may be effected by payment at Maturity.

Notwithstanding the foregoing, where the Company or any Restricted Subsidiary is
the lessee in any Sale and Leaseback Transaction, Attributable Debt shall not
include any Debt resulting from the guarantee by the Company or any other
Restricted Subsidiary of the lessee's obligation thereunder.

SECTION 1006.     EXISTENCE.

           Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to

                                      -50-
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preserve any such right or franchise if the Board of Directors shall determine
that the preservation thereof is no longer desirable in the conduct of the
business of the Company end that the loss thereof is not disadvantageous in any
material respect to the Holders.

SECTION 1007.     MAINTENANCE OF PROPERTIES.

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

SECTION 1008.     PAYMENT OF TAXES AND OTHER CLAIMS.

           The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

SECTION 1009.     STATEMENT AS TO COMPLIANCE.

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

SECTION 1010.     WAIVER OF CERTAIN COVENANTS.

           The Company may omit in any particular instance to comply with any
provision or condition set forth in Sections 1004 and 1005, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least 66-2/3% in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such provision or
condition, but no such waiver shall extend to or affect such provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such provision or condition shall remain in full force and
effect.

                                      -51-
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                                 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 their terms and (except as
otherwise specified as contemplated by Section 301 for any series of Securities)
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 a Board Resolution. In case of any redemption at the election of
the Company of less than all the Securities of any series, the Company shall, at
least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date, of the principal amount of Securities of such series to be
redeemed and, if applicable, of the tenor of the Securities to be redeemed. 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
(unless all of the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of such series. If less than
all of the Securities of such series and of a specified tenor are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for,
redemption in accordance with the preceding sentence.

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

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

SECTION 1104.     NOTICE OF REDEMPTION.

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

                                      -52-
<Page>

           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
     of any Securities, the principal amounts) of the particular Securities to
     be redeemed,

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

           (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 sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

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

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

SECTION 1107.     SECURITIES REDEEMED IN PART.

           Any Security which is to be redeemed only in part shall be
surrendered at a Place of Payment therefor (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company

                                      -53-
<Page>

and the Trustee duly executed by, the Holder thereof or his attorney duly
authorized in writing), and the Company shall execute, and the Trustee shall
authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series and of like tenor, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.     APPLICABILITY OF ARTICLE.

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

           The minimum amount of any sinking fund payment provided for by the
terms of the 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 the Securities
of any series, the cash amount of any 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 a series as provided for by the terms
of Securities of such series.

SECTION 1202.     SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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

SECTION 1203.     REDEMPTION OF SECURITIES FOR SINKING FUND.

           Not less than 60 days prior to each sinking fund payment date for a
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
such series pursuant to the terms of such series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of such series
pursuant to Section 1202 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 45 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

                                      -54-
<Page>

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.

                                ARTICLE THIRTEEN

                                   DEFEASANCE

SECTION 1301.     APPLICABILITY OF ARTICLE.

           If, pursuant to Section 301, provision is made for the defeasance of
Securities of a series and if the Securities of such series are denominated and
payable only in Dollars (except as provided pursuant to Section 301), then the
provisions of this Article shall be applicable except as otherwise specified
pursuant to Section 301 for Securities of such series. Defeasance provisions, if
any, for Securities denominated in a foreign currency or currency unit or for
bearer securities may be specified pursuant to Section 301.

SECTION 1302.     DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT
                  OBLIGATIONS.

           At the Company's option, either (a) the Company shall be deemed to
have been Discharged (as defined below) from its obligations in respect of the
Securities of any series on the 123rd day after the applicable conditions set
forth below have been satisfied or (b) the Company shall cease to be under any
obligation to comply with any provision or condition set forth in Sections 801,
802, 1004 and 1005 with respect to Securities of any series (and, if so
specified pursuant to Section 301, any other restrictive covenant added for the
benefit of such Series pursuant to Section 301) and noncompliance with any such
covenant shall not result in a default in the performance, or breach, of any
covenant of the Company under this Indenture at any time after the applicable
conditions set forth below have been satisfied:

           (1) the Company shall have deposited or caused to be deposited
     irrevocably with the Trustee or its agent as trust funds in trust,
     specifically pledged as security for, and dedicated solely to, the benefit
     of the Holders of the Securities of such series: (i) money in an amount, or
     (ii) U.S. Government Obligations (as defined below) that through the
     payment of interest and principal in respect thereof in accordance with
     their terms will provide, not later than one day before the due date of any
     payment, money in an amount, or (iii) a combination of (i) and (ii),
     sufficient, in the opinion (with respect to (ii) and (iii)) of a nationally
     recognized firm of independent public accountants expressed in a written
     certification thereof delivered to the Trustee, to pay and discharge each
     installment of principal (including any mandatory sinking fund payments)
     of, and premium, if any, and interest on, the Outstanding Securities of
     such series on the dates such installments of interest or principal and
     premium are due;

           (2) if the Securities of such series are then listed on the New York
     Stock Exchange, the Company shall have delivered to the Trustee an Opinion
     of Counsel to the effect that the Company's exercise of the option under
     this Section 1302 would not cause the Securities to be delisted;

           (3) no Event of Default or event (including such deposit) that with
     notice or lapse of time or both would become an Event of Default with
     respect to the Securities of such series shall have occurred and be
     continuing on the date of such deposit;

                                      -55-
<Page>

           (4) the Company shall, have delivered to the Trustee an Opinion of
     Counsel, which opinion and counsel are reasonably satisfactory to the
     Trustee and its counsel, to the effect that Holders of Securities of such
     series will not recognize income, gain or loss for Federal income tax
     purposes as a result of the Company's exercise of the option under this
     Section 1302 and will be subject to Federal income tax on the same amounts
     and in the same manner and at the same times as would have been the case if
     such option had not been exercised, and, in the case of Securities of such
     series being Discharged, either a private letter ruling to that effect
     received from the United States Internal Revenue Service or a revenue
     ruling pertaining to a comparable form of transaction to that effect
     published by the United States Internal Revenue Service or evidence of a
     change in applicable Federal income tax law occurring after the date of
     this Indenture; and

           (5) if the Company is to be Discharged with respect to the Securities
     of such series, no Event of Default or event which with notice or lapse of
     time or both would become an Event of Default under Section 501(6) or (7)
     with respect to the Securities of such series shall have occurred and be
     continuing at any time during the period ending on the 123rd day after the
     date of such deposit.

           "Discharged" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities of such series and to have satisfied all the obligations under this
Indenture relating to the Securities of such series (and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging the
same), except (A) the rights of Holders of Securities of such series to receive,
from the trust fund described in subparagraph (1) above, payment of the
principal of and premium, if any, and interest on such Securities when such
payments are due; (B) the Company's obligations with respect to the Securities
of such series under Sections 305, 306, 1002, 1003, 1303 and 1304; and (C) the
rights, powers, trusts, duties and immunities of the Trustee hereunder.

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

SECTION 1303.     DEPOSITED MONEYS AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
                  TRUST.

           All moneys and U.S. Government Obligations deposited with the Trustee
pursuant to Section 1302 in respect of Securities of a series shall be held in
trust and applied by it, 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

                                      -56-
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sums due and to become due thereon for principal and premium, if any, and
interest, if any, but such money need not be segregated from other funds except
to the extent required by law.

SECTION 1304.     REPAYMENT TO COMPANY.

           The Trustee and any Paying Agent shall promptly pay or return to the
Company upon Company Request any moneys or U.S. Government Obligations held by
them at any time that are not required for the payment of the principal of and
premium, if any, and interest on the Securities of any series for which money or
U.S. Government Obligations have been deposited pursuant to Section 1302.

           The provisions of the last paragraph of Section 1003 shall apply to
any money held by the Trustee or any Paying Agent under this Article that
remains unclaimed for two years after the Maturity of any series of Securities
for which money or U.S. Government obligations have been deposited pursuant to
Section 1302.

                                      -57-
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                                      * * *

           This instrument may be executed in any number of counterparts, each
of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.

           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.

ATTEST:                               EQUITABLE RESOURCES, INC.


/s/ Audrey C. Moeller                 By: /s/ Jeffrey C. Swoveland
-----------------------------------      --------------------------------------
Name:  Audrey C. Moeller                 Name:  Jeffrey C. Swoveland
Title: Vice President and                Title: Vice President - Finance and
       Corporate Secretary                      Treasurer


(Corporate Seal)


ATTEST:                               BANK OF MONTREAL TRUST
                                      COMPANY


/s/ Mary Ann Luisi                    By: /s/Amy Roberts
-----------------------------------      --------------------------------------
Name:  Mary Ann Luisi                    Name:  Amy Roberts
Title: Assistant Secretary               Title: Assistant Vice President

(Corporate Seal)

                                      -58-
<Page>

                                 ACKNOWLEDGMENTS

COMMONWEALTH OF PENNSYLVANIA        )
                                    )
COUNTY OF ALLEGHENY                 )

           BEFORE ME, the undersigned authority, on this day personally appeared
JEFFREY C. SWOVELAND, THE V.P. - FINANCE & TREASURER of EQUITABLE RESOURCES,
INC., known to me to be the person whose name is subscribed to the above and
foregoing instrument of writing, and acknowledged to me that he executed the
same for the purposes and consideration therein expressed, in the capacity
therein stated, and as the act and deed of said corporation; and, being by me
duly sworn, did depose and say that he resides at 5870 AYLESBORO AVE.,
PITTSBURGH, PA 15217, that he is the V.P. - FINANCE & TREASURER of said
corporation, that he knows the seal of said corporation, that the seal affixed
to said instrument is such corporate seal, that it was so affixed by authority
of the Board of Directors of said corporation, and that he signed his name
thereto by like authority.

           GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 25TH day of JULY, 1996.

                                         /s/ Janice A. Haas
                                         --------------------------------------
                                         Notary Public in and for

                                         My commission expires on:

                                      -59-
<Page>

                                 ACKNOWLEDGMENTS

THE STATE OF NEW YORK               )
                                    )
COUNTY OF NEW YORK                  )

           BEFORE ME, the undersigned authority, on this day personally appeared
AMY ROBERTS, AND ASSISTANT VICE PRESIDENT of BANK OF MONTREAL TRUST COMPANY,
known to me whose name is subscribed to the above and foregoing instrument of
writing, and acknowledged to me that she executed the same for the purposes and
consideration therein expressed, in the capacity therein stated, and as the act
and deed of said corporation; and, being by me duly sworn, did depose and say
that she resides at 13 CHESTNUT AVE., GLEN HEAD, NY 11545, that she is an
ASSISTANT VICE PRESIDENT of said corporation, that she knows the seal of said
corporation, that the seal affixed to said instrument is such corporate seal,
that it was so affixed by authority of the Board of Directors of said
corporation, and that she signed her name thereto by like authority.

           GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 29TH day of JULY, 1996.

                                         /s/ Maureen Radigan
                                         --------------------------------------
                                         Notary Public in and for

                                         My commission expires on:

                                      -60-