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                                                                     EXHIBIT 4.5

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









                               AMEREN CORPORATION

                                       AND

                              THE BANK OF NEW YORK

                                     TRUSTEE

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


                                    INDENTURE

                          DATED AS OF DECEMBER 1, 2001







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

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       CROSS REFERENCE SHEET SHOWING THE LOCATION IN THE INDENTURE OF THE
        PROVISIONS INSERTED CORRELATIVE TO SECTIONS 310 THROUGH 318(a),
                  INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939

Trust Indenture Act                                         Indenture
    Section                                                   Section

310(a) (1).......................................................9.09
   (a) (2).......................................................9.09
   (a) (3).............................................Not Applicable
   (a) (4).............................................Not Applicable
   (a) (5).......................................................9.09
   (b)...........................................................9.08
   (c).................................................Not Applicable
311(a)...........................................................9.14
   (b)...........................................................9.14
   (c).................................................Not Applicable
312(a)...............................................7.01 and 7.02(a)
   (b)........................................................7.02(b)
   (c)........................................................7.02(c)
313(a)........................................................7.04(a)
   (b)........................................................7.04(b)
   (c)........................................................7.04(d)
   (d)........................................................7.04(c)
314(a)..................................................7.03 and 6.06
   (b)...........................................................6.05
   (c) (1).............................................1.03 and 15.05
   (c) (2).............................................1.03 and 15.05
   (c) (3).............................................Not Applicable
   (d)..................................................1.03 and 4.06
   (e).......................................................15.05(b)
   (f).................................................Not Applicable
315(a)...........................................................9.01
   (b)...........................................................8.08
   (c)........................................................9.01(a)
   (d)........................................................9.01(b)
   (e)...........................................................8.09
316(a).................................................8.07 and 10.04
   (b)..............................................8.04(b) and 13.02
   (c)..........................................................10.06
317(a) (1)....................................................8.02(b)
   (a) (2)....................................................8.02(c)
   (b)..................................................5.02 and 6.04
318(a)..........................................................15.07
-------------------
NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.


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                                                TABLE OF CONTENTS

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<Caption>

                                                                                                             PAGE
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                                                    ARTICLE I

                                                   DEFINITIONS

Section 1.01      General........................................................................................1
Section 1.02      Trust Indenture Act............................................................................2
Section 1.03      Definitions....................................................................................2


                                                    ARTICLE II

                                     FORM, ISSUE, EXECUTION, REGISTRATION AND
                                                 EXCHANGE OF NOTES


Section 2.01      Forms Generally................................................................................6
Section 2.02      Form Of Trustee's Certificate Of Authentication................................................6
Section 2.03      Amount Unlimited...............................................................................6
Section 2.04      Denominations, Dates, Interest Payment And Record Dates........................................6
Section 2.05      Execution, Authentication, Delivery And Dating.................................................7
Section 2.06      Exchange And Registration Of Transfer Of Notes................................................10
Section 2.07      Mutilated, Destroyed, Lost Or Stolen Notes....................................................11
Section 2.08      Temporary Notes...............................................................................12
Section 2.09      Cancellation Of Notes Paid, Etc...............................................................12
Section 2.10      Interest Rights Preserved.....................................................................12
Section 2.11      Special Record Date...........................................................................12
Section 2.12      Payment Of Notes..............................................................................13
Section 2.13      Notes Issuable In The Form Of A Global Note...................................................14
Section 2.14      CUSIP and ISIN Numbers........................................................................16


                                                    ARTICLE III

                                                REDEMPTION OF NOTES


Section 3.01      Applicability Of Article......................................................................16
Section 3.02      Notice Of Redemption; Selection Of Notes......................................................16
Section 3.03      Payment Of Notes On Redemption; Deposit Of Redemption Price...................................17
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                                                    ARTICLE IV

                                                   SINKING FUNDS


Section 4.01      Applicability of Article......................................................................18
Section 4.02      Satisfaction of Sinking Fund Payments with Notes..............................................18
Section 4.03      Redemption of Notes for Sinking Fund..........................................................19


                                                     ARTICLE V

                                   SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS


Section 5.01      Satisfaction and Discharge of Indenture.......................................................19
Section 5.02      Application of Trust Funds; Indemnification...................................................20
Section 5.03      Legal Defeasance..............................................................................20
Section 5.04      Covenant Defeasance...........................................................................22
Section 5.05      Repayment to Company..........................................................................23


                                                    ARTICLE VI

                                        PARTICULAR COVENANTS OF THE COMPANY


Section 6.01      Payment Of Principal And Interest.............................................................23
Section 6.02      Offices For Payments, Etc.....................................................................23
Section 6.03      Appointment To Fill A Vacancy In Office Of Trustee............................................24
Section 6.04      Provision As To Paying Agent..................................................................24
Section 6.05      Corporate Existence...........................................................................25
Section 6.06      Certificates And Notice To Trustee............................................................25


                                                    ARTICLE VII

                                          NOTEHOLDER LISTS AND REPORTS BY
                                            THE COMPANY AND THE TRUSTEE


Section 7.01      Company To Furnish Noteholder Lists...........................................................25
Section 7.02      Preservation and Disclosure of Noteholder Lists...............................................26
Section 7.03      Reports By The Company........................................................................27
Section 7.04      Reports By The Trustee........................................................................28
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                                                   ARTICLE VIII

                                      REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
                                               ON EVENTS OF DEFAULT


Section 8.01      Events Of Default.............................................................................28
Section 8.02      Collection Of Indebtedness By Trustee; Trustee May Prove Debt.................................30
Section 8.03      Application Of Proceeds.......................................................................32
Section 8.04      Limitations On Suits By Noteholders...........................................................33
Section 8.05      Suits For Enforcement.........................................................................33
Section 8.06      Powers And Remedies Cumulative; Delay Or Omission Not Waiver Of Default.......................34
Section 8.07      Direction of Proceedings and Waiver of Defaults By Majority of Noteholders....................34
Section 8.08      Notice of Default.............................................................................35
Section 8.09      Undertaking To Pay Costs......................................................................35
Section 8.10      Restoration of Rights on Abandonment of Proceedings...........................................35
Section 8.11      Waiver of Usury, Stay or Extension Laws.......................................................35


                                                    ARTICLE IX

                                              CONCERNING THE TRUSTEE


Section 9.01      Duties and Responsibilities of Trustee........................................................36
Section 9.02      Reliance on Documents, Opinions, Etc..........................................................37
Section 9.03      No Responsibility For Recitals, Etc...........................................................38
Section 9.04      Trustee, Authenticating Agent, Paying Agent Or Registrar May Own Notes........................38
Section 9.05      Moneys To Be Held In Trust....................................................................38
Section 9.06      Compensation And Expenses Of Trustee..........................................................38
Section 9.07      Officers' Certificate As Evidence.............................................................39
Section 9.08      Conflicting Interest Of Trustee...............................................................39
Section 9.09      Existence And Eligibility Of Trustee..........................................................39
Section 9.10      Resignation Or Removal Of Trustee.............................................................39
Section 9.11      Appointment Of Successor Trustee..............................................................40
Section 9.12      Acceptance By Successor Trustee...............................................................41
Section 9.13      Succession By Merger, Etc.....................................................................41
Section 9.14      Limitations On Rights Of Trustee As A Creditor................................................42
Section 9.15      Authenticating Agent..........................................................................42


                                                     ARTICLE X

                                            CONCERNING THE NOTEHOLDERS


Section 10.01     Action By Noteholders.........................................................................42
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Section 10.02     Proof Of Execution By Noteholders.............................................................43
Section 10.03     Persons Deemed Absolute Owners................................................................43
Section 10.04     Company-Owned Notes Disregarded...............................................................43
Section 10.05     Revocation Of Consents; Future Holders Bound..................................................43
Section 10.06     Record Date For Noteholder Acts...............................................................44


                                                    ARTICLE XI

                                               NOTEHOLDERS' MEETING


Section 11.01     Purposes Of Meetings..........................................................................44
Section 11.02     Call Of Meetings By Trustee...................................................................45
Section 11.03     Call Of Meetings By Company Or Noteholders....................................................45
Section 11.04     Qualifications For Voting.....................................................................45
Section 11.05     Regulations...................................................................................45
Section 11.06     Voting........................................................................................46
Section 11.07     Rights Of Trustee Or Noteholders Not Delayed..................................................46


                                                    ARTICLE XII

                                CONSOLIDATION, MERGER, SALE, TRANSFER OR CONVEYANCE


Section 12.01     Company May Consolidate, Etc. Only On Certain Terms...........................................46
Section 12.02     Successor Corporation Substituted.............................................................47


                                                   ARTICLE XIII

                                              SUPPLEMENTAL INDENTURES


Section 13.01     Supplemental Indentures Without Consent Of Noteholders........................................47
Section 13.02     Supplemental Indentures With Consent Of Noteholders...........................................48
Section 13.03     Compliance With Trust Indenture Act; Effect Of Supplemental Indentures........................49
Section 13.04     Notation On Notes.............................................................................50
Section 13.05     Evidence Of Compliance Of Supplemental Indenture To Be Furnished Trustee......................50


                                                    ARTICLE XIV

                                            IMMUNITY OF INCORPORATORS,
                                       STOCKHOLDERS, OFFICERS AND DIRECTORS


Section 14.01     Indenture And Notes Solely Corporate Obligations..............................................50
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                                                    ARTICLE XV

                                             MISCELLANEOUS PROVISIONS


Section 15.01     Provisions Binding On Company's Successors....................................................50
Section 15.02     Official Acts By Successor Corporation........................................................50
Section 15.03     Notices.......................................................................................51
Section 15.04     Governing Law.................................................................................51
Section 15.05     Evidence Of Compliance With Conditions Precedent..............................................51
Section 15.06     Business Days.................................................................................52
Section 15.07     Trust Indenture Act To Control................................................................52
Section 15.08     Table Of Contents, Headings, Etc..............................................................52
Section 15.09     Execution In Counterparts.....................................................................52
Section 15.10     Manner Of Mailing Notice To Noteholders.......................................................52
Section 15.11     Approval By Trustee Of Counsel................................................................53
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                                                         -v-
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      THIS INDENTURE, dated as of December 1, 2001, between AMEREN CORPORATION,
a corporation duly organized and existing under the laws of the State of
Missouri (the "COMPANY"), and THE BANK OF NEW YORK, a New York banking
corporation, as trustee (the "TRUSTEE").

                               W I T N E S S E T H
                               - - - - - - - - - -

      WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its unsecured debentures, notes or other evidences
of indebtedness (the "Notes"), to be issued in one or more series as in this
Indenture provided; and

      WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms have been done and performed, and the execution
of this Indenture and the issue hereunder of the Notes have in all respects been
duly authorized;

      NOW THEREFORE, THIS INDENTURE WITNESSETH:

      That in order to declare the terms and conditions upon which the Notes
are, and are to be authenticated, issued and delivered, and in consideration of
the premises, of the purchase and acceptance of the Notes by the Holders thereof
and of the sum of one dollar duly paid to it by the Trustee at the execution of
this Indenture, the receipt whereof is hereby acknowledged, the Company
covenants and agrees with the Trustee for the equal and proportionate benefit of
the respective Holders from time to time of the Notes or of any series thereof,
as follows:

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.01 GENERAL.

            (a) The terms defined in this Article I (whether or not capitalized
and except as herein otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto or Company Order (as hereinafter defined) shall have the
respective meanings specified in this Article I.

            (b) All accounting terms used herein and not expressly defined
herein shall have the meanings assigned to them in accordance with generally
accepted accounting principles in the United States of America, 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 in the United
States of America at the date of such computation; PROVIDED, that when two or
more principles are so generally accepted, it shall mean that set of principles
consistent with those in use by the Company.

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      Section 1.02 TRUST INDENTURE ACT.

            (a) Whenever this Indenture refers to a provision of the Trust
Indenture Act of 1939 (the "TIA"), such provision is incorporated by reference
in and made a part of this Indenture.

            (b) Unless otherwise indicated, all terms used in this Indenture
that are defined by the TIA, defined by the TIA by reference to another statute
or defined by a rule of the Commission under the TIA shall have the meanings
assigned to them in the TIA or such statute or rule as in force on the date of
execution of this Indenture.

            (c) The Company and the Trustee agree to comply with the TIA
notwithstanding any exemption that may be available thereunder.

      Section 1.03 DEFINITIONS. For purposes of this Indenture, the following
terms shall have the following meanings.

      "AUTHENTICATING AGENT" shall mean any agent of the Trustee which shall be
appointed and acting pursuant to Section 9.15 hereof.

      "AUTHORIZED AGENT" shall mean any agent of the Company designated as such
by an Officers' Certificate delivered to the Trustee.

      "BOARD OF DIRECTORS" shall mean the Board of Directors of the Company or
the Executive Committee of such Board or any other duly authorized committee of
such Board.

      "BOARD RESOLUTION" shall mean 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" shall mean each Monday, Tuesday, Wednesday, Thursday and
Friday that is not a day on which banking institutions or trust companies in the
Borough of Manhattan, the City and State of New York, or in the city where the
corporate trust office of the Trustee is located, are obligated or authorized by
law or executive order to close, except as otherwise specified in a Company
Order pursuant to Section 2.05 hereof.

      "COMMISSION" shall mean the United States Securities and Exchange
Commission, or if at any time hereafter the Commission is not existing or
performing the duties now assigned to it under the TIA, then the body performing
such duties.

      "COMPANY" shall mean the corporation named as the "Company" in the first
paragraph of this Indenture, and its successors and assigns permitted hereunder.

      "COMPANY ORDER" shall mean a written order or certificate signed in the
name of the Company by one of the Chairman, the President, any Vice President
(whether or not designated by a number or numbers or a word or words added
before or after the title "Vice President"), the Treasurer or an Assistant
Treasurer of the Company, and delivered to the Trustee. At the


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Company's option, a Company Order may take the form of a supplemental indenture
to this Indenture.

      "CORPORATE TRUST OFFICE OF THE TRUSTEE", or other similar term, shall mean
the corporate trust office of the Trustee, at which at any particular time its
corporate trust business shall be principally administered, which office is at
the date of the execution of this Indenture located at 101 Barclay Street, Floor
21W, New York, New York 10286.

      "DEBT" shall mean any outstanding funded obligations of the Company for
money borrowed, whether or not evidenced by notes, debentures, bonds or other
securities, reimbursement obligations under letters of credit, or guarantees of
any such obligations issued by another Person.

      "DEPOSITARY" shall mean, unless otherwise specified in a Company Order
pursuant to Section 2.05 hereof, The Depository Trust Company, New York, New
York ("DTC"), or any successor thereto registered and qualified as a clearing
agency under the Securities Exchange Act of 1934, or other applicable statute or
regulation.

      "EVENT OF DEFAULT" shall mean any event specified in Section 8.01 hereof,
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

      "GLOBAL NOTE" shall mean a Note that, pursuant to Section 2.05 hereof, is
delivered to the Depositary or pursuant to the instructions of the Depositary
and that shall be registered in the name of the Depositary or its nominee.

      "HOLDER", "HOLDER OF NOTES" or "NOTEHOLDER" shall mean any Person in whose
name at the time a particular Note is registered on the books of the Trustee
kept for that purpose in accordance with the terms hereof.

      "INDENTURE" shall mean this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented, and
shall include the terms and provisions of a particular series of Notes
established pursuant to Section 2.05 hereof.

      "INTEREST PAYMENT DATE", when used with respect to any Note, shall mean
(a) each date designated as such for the payment of interest on such Note
specified in a Company Order pursuant to Section 2.05 hereof (provided that the
first Interest Payment Date for such Note, the Original Issue Date of which is
after a Regular Record Date but prior to the respective Interest Payment Date,
shall be the Interest Payment Date following the next succeeding Regular Record
Date), (b) a date of Maturity of such Note and (c) only with respect to
defaulted interest on such Note, the date established by the Trustee for the
payment of such defaulted interest pursuant to Section 2.11 hereof.

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


                                       3
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      "NOTE" or "NOTES" has the meaning stated in the first recital of this
Indenture and more particularly means any note or notes, as the case may be,
authenticated and delivered under this Indenture, including any Global Note.

      "OFFICERS' CERTIFICATE" when used with respect to the Company, shall mean
a certificate signed by one of the Chairman, the President, any Vice President
(whether or not designated by a number or numbers or a word or words added
before or after the title "Vice President"), and by the Chief Financial Officer,
Treasurer, any Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company; provided, that no individual shall be entitled to sign in more than
one capacity.

      "OPINION OF COUNSEL" shall mean an opinion in writing signed by legal
counsel, who may be an employee of the Company, meeting the applicable
requirements of Section 15.05 hereof. If the Indenture requires the delivery of
an Opinion of Counsel to the Trustee, the text and substance of which has been
previously delivered to the Trustee, the Company may satisfy such requirement by
the delivery by the legal counsel that delivered such previous Opinion of
Counsel of a letter to the Trustee to the effect that the Trustee may rely on
such previous Opinion of Counsel as if such Opinion of Counsel was dated and
delivered the date delivery of such Opinion of Counsel is required. Any Opinion
of Counsel may contain reasonable conditions and qualifications satisfactory to
the Trustee.

      "ORIGINAL ISSUE DATE" shall mean for a Note, or portions thereof, the date
upon which it, or such portion, was issued by the Company pursuant to this
Indenture and authenticated by the Trustee (other than in connection with a
transfer, exchange or substitution).

      "OUTSTANDING", when used with reference to Notes, shall, subject to
Section 10.04 hereof, mean, as of any particular time, all Notes authenticated
and delivered by the Trustee under this Indenture, except

      (a) Notes theretofore cancelled by the Trustee or delivered to the Trustee
for cancellation;

      (b) Notes, or portions thereof, for the payment or redemption of which
moneys in the necessary amount shall have been deposited in trust with the
Trustee or with any paying agent (other than the Company), provided that if such
Notes are to be redeemed prior to the Stated Maturity thereof, notice of such
redemption shall have been given as provided in Article III, or provisions
satisfactory to the Trustee shall have been made for giving such notice;

      (c) Notes, or portions thereof, that have been paid and discharged or are
deemed to have been paid and discharged pursuant to the provisions of this
Indenture; and

      (d) Notes in lieu of or in substitution for which other Notes shall have
been authenticated and delivered, or which have been paid, pursuant to Section
2.07 hereof.

      "PERIODIC OFFERING" means an offering of Notes of a series from time to
time the specific terms of which Notes, including without limitation the rate or
rates of interest, if any, thereon, the Stated Maturity or Maturities thereof
and the redemption provisions, if any, with


                                       4
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respect thereto, are to be determined by the Company or its agents upon the
issuance of such Notes.

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

      "PRINCIPAL EXECUTIVE OFFICES OF THE COMPANY" shall mean 1901 Chouteau
Avenue, St. Louis, Missouri 63103, or such other place where the main corporate
offices of the Company are located as designated in writing to the Trustee by an
Authorized Agent.

      "REGULAR RECORD DATE" shall mean, unless otherwise specified in a Company
Order pursuant to Section 2.05 hereof, for an Interest Payment Date for a
particular Note (except for an Interest Payment Date with respect to defaulted
interest on such Note) (a) the fifteenth day next preceding each Interest
Payment Date (unless the Interest Payment Date is the date of Maturity of such
Note, in which event, the Regular Record Date shall be as described in clause
(b) hereof) and (b) the date of Maturity of such Note.

      "RESPONSIBLE OFFICER" or "RESPONSIBLE OFFICERS" when used with respect to
the Trustee shall mean one or more of the following: any assistant vice
president, any assistant treasurer, any trust officer, any assistant trust
officer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of his or her knowledge of and familiarity with the particular
subject.

      "SPECIAL RECORD DATE" shall mean, with respect to any Note, the date
established by the Trustee in connection with the payment of defaulted interest
on such Note pursuant to Section 2.11 hereof.

      "STATED MATURITY" shall mean with respect to any Note, the last date on
which principal on such Note becomes due and payable as therein or herein
provided, other than by declaration of acceleration or by redemption.

      "SUBSIDIARY" shall mean, as to any Person, any corporation or other entity
of which at least a majority of the securities or other ownership interest
having ordinary voting power (absolutely or contingently) for the election of
directors or other Persons performing similar functions are at the time owned
directly or indirectly by such Person.

      "TRUSTEE" shall mean The Bank of New York and, subject to Article IX,
shall also include any successor Trustee.

      "U.S. GOVERNMENT OBLIGATIONS" shall mean (i) direct non-callable
obligations of, or non-callable obligations guaranteed as to timely payment of
principal and interest by, the United States of America or obligations of a
person controlled or supervised by and acting as an agency or instrumentality
thereof for the payment of which obligations or guarantee the full faith and
credit of the United States is pledged or (ii) certificates or receipts
representing direct ownership interests in obligations or specified portions
(such as principal or interest) of


                                       5
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obligations described in clause (i) above, which obligations are held by a
custodian in safekeeping in a manner satisfactory to the Trustee.

                                   ARTICLE II

                    FORM, ISSUE, EXECUTION, REGISTRATION AND
                                EXCHANGE OF NOTES

      Section 2.01 FORMS GENERALLY.

            (a) The Notes shall be in such form as shall be established by a
Company Order pursuant to Section 2.05(c) hereof 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 applicable rules of any securities exchange or of the
Depositary or with applicable law or as may, consistently herewith, be
determined by the officers executing such Notes, as evidenced by their execution
of such Notes.

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

      Section 2.02 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Notes shall be in substantially
the following form:

                     Trustee's Certificate of Authentication

      This Note is one of the Notes of the series herein designated, described
or provided for in the within-mentioned Indenture.

                                    The Bank of New York, as Trustee

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

      Section 2.03 AMOUNT UNLIMITED. The aggregate principal amount of Notes
that may be authenticated and delivered under this Indenture is unlimited,
subject to compliance with the provisions of this Indenture.

      Section 2.04 DENOMINATIONS, DATES, INTEREST PAYMENT AND RECORD DATES.

            (a) The Notes of each series shall be issuable in registered form
without coupons in denominations of $1,000 and integral multiples thereof or
such other amount or amounts as may be authorized by the Board of Directors or a
Company Order pursuant to a Board Resolution or in one or more indentures
supplemental hereto; provided, that the principal amount of a Global Note shall
not exceed $500,000,000 unless otherwise permitted by the Depositary.


                                       6
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            (b) Each Note shall be dated and issued as of the date of its
authentication by the Trustee, and shall bear an Original Issue Date; each Note
issued upon transfer, exchange or substitution of a Note shall bear the Original
Issue Date or Dates of such transferred, exchanged or substituted Note, subject
to the provisions of Section 2.13(d) hereof.

            (c) Each Note shall accrue interest from the later of (1) its
Original Issue Date or the date specified in such Note and (2) the most recent
date to which interest has been paid or duly provided for with respect to such
Note until the principal of such Note is paid or made available for payment, and
interest on each Note shall be payable on each Interest Payment Date after the
Original Issue Date.

            (d) Each Note shall mature on a Stated Maturity specified in the
Note. The principal amount of each outstanding Note shall be payable on the
Stated Maturity date specified therein.

            (e) Unless otherwise specified in a Company Order pursuant to
Section 2.05 hereof, interest on each of the Notes shall be calculated on the
basis of a 360-day year of twelve 30-day months (and for any partial periods
shall be calculated on the basis of the number of days elapsed in a 360-day year
of twelve 30-day months) and shall be computed at a fixed rate until the Stated
Maturity of such Notes. The method of computing interest on any Notes not
bearing a fixed rate of interest shall be set forth in a Company Order pursuant
to Section 2.05 hereof. Unless otherwise specified in a Company Order pursuant
to Section 2.05 hereof, principal, interest and premium on the Notes shall be
payable in the currency of the United States.

            (f) Except as provided in the following sentence, the Person in
whose name any Note is registered at the close of business on any Regular Record
Date or Special Record Date with respect to an Interest Payment Date for such
Note shall be entitled to receive the interest payable on such Interest Payment
Date notwithstanding the cancellation of such Note upon any registration of
transfer, exchange or substitution of such Note subsequent to such Regular
Record Date or Special Record Date and prior to such Interest Payment Date. Any
interest payable at Maturity shall be paid to the Person to whom the principal
of such Note is payable.

            (g) So long as the Trustee is the registrar and paying agent, the
Trustee shall, as soon as practicable but no later than the Regular Record Date
preceding each applicable Interest Payment Date, provide to the Company a list
of the principal, interest and premium to be paid on Notes on such Interest
Payment Date. The Trustee shall assume responsibility for withholding taxes on
interest paid as required by law except with respect to any Global Note.

      Section 2.05 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

            (a) The Notes shall be executed on behalf of the Company by one of
its Chairman, President, any Vice President (whether or not designated by a
number or numbers or a word or words added before or after the title "Vice
President"), its Treasurer or an Assistant Treasurer of the Company and attested
by the Secretary or an Assistant Secretary of the Company. The signature of any
of these officers on the Notes may be manual or facsimile. Typographical and
other minor errors or defects in any such signature shall not affect the
validity or enforceability of any Note that has been duly authenticated and
delivered by the Trustee.


                                       7
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            (b) Notes bearing the manual or facsimile signatures of individuals
who were at the time of execution 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 Notes or did
not hold such offices at the date of such Notes.

            (c) At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Notes of any series executed
by the Company to the Trustee for authentication, together with or preceded by
one or more Company Orders for the authentication and delivery of such Notes,
and the Trustee in accordance with any such Company Order shall authenticate and
make available for delivery such Notes; provided, however, that, with respect to
Notes of a series subject to a Periodic Offering, (A) such Company Order may be
delivered by the Company to the Trustee prior to the delivery to the Trustee of
such Notes for authentication and delivery, (B) the Trustee shall authenticate
and deliver Notes of such series for original issue from time to time, in an
aggregate principal amount not exceeding the aggregate principal amount
established for such series, all pursuant to a further Company Order or pursuant
to such procedures acceptable to the Trustee as may be specified from time to
time by such further Company Order, (C) the Stated Maturity or Maturities,
Original Issue Date or Dates, interest rate or rates and any other terms of
Notes of such series shall be determined by such further Company Order or
pursuant to such procedures and (D) if provided for in such procedures, such
Company Order may authorize authentication and delivery pursuant to oral or
electronic instructions from the Company or its duly authorized agent or agents,
which oral instructions shall be promptly confirmed in writing. Such Company
Order shall specify the following with respect to each series of Notes: (i) the
title of the Notes of such series (which shall distinguish the Notes of such
series from Notes of all other series) and any limitations on the aggregate
principal amount of the Notes to be issued as part of such series, (ii) the
Original Issue Date for such series, (iii) the Stated Maturity of Notes of such
series, (iv) the interest rate or rates, or method of calculation of such rate
or rates, for such series and the date from which such interest will accrue, (v)
the terms, if any, regarding the optional or mandatory redemption of such
series, including redemption date or dates of such series, if any, and the price
or prices applicable to such redemption, (vi) whether or not the Notes of such
series shall be issued in whole or in part in the form of a Global Note and, if
so, the Depositary for such Global Note if not DTC, (vii) the form of the Notes
of such series, (viii) the maximum annual interest rate, if any, of the Notes
permitted for such series, (ix) the period or periods within which, the price or
prices at which and the terms and conditions upon which such series may be
repaid, in whole or in part, at the option of the Holder thereof, (x) the
establishment of any office or agency pursuant to Section 6.02 hereof, (xi) any
Events of Default, in addition to those specified in Section 8.01 hereof, with
respect to the Notes of such series, and any covenants of the Company for the
benefit of the Holders of the Notes of such series in addition to those set
forth in Articles VI and XII hereof, (xii) the terms, if any, pursuant to which
the Notes of such series may be converted into or exchanged for shares of
capital stock or other securities of the Company, and (xiii) any other terms of
such series not inconsistent with this Indenture. With respect to Notes of a
series subject to a Periodic Offering, such Company Order may provide general
terms or parameters for Notes of such series and provide either that the
specific terms of particular Notes of such series shall be specified in a
further Company Order or that such terms shall be determined by the Company or
its agents in accordance with such further Company Order as contemplated by the
proviso of the first sentence of this Section 2.05(c). Prior to authenticating
Notes of any series, and in accepting the additional responsibilities under this
Indenture in


                                       8
<Page>

relation to such Notes, the Trustee shall receive from the Company the following
at or before the issuance of such series of Notes, and (subject to Section 9.01
hereof) shall be fully protected in relying upon, unless and until such
documents have been superseded or revoked prior to such issuance:

                 (1) A Board Resolution authorizing such Company Order or Orders
      and, if the form of Notes is established by a Board Resolution or a
      Company Order pursuant to a Board Resolution, a copy of such Board
      Resolution;

                 (2) At the option of the Company, either an Opinion of Counsel
      or a letter addressed to the Trustee permitting it to rely on an Opinion
      of Counsel, stating substantially the following subject to customary
      qualifications and exceptions:

                        (A) if the form of such Notes has been established by or
            pursuant to a Board Resolution, a Company Order pursuant to a Board
            Resolution, or in a supplemental indenture as permitted by Section
            2.01 hereof, that such form has been established in conformity with
            this Indenture;

                        (B) that this Indenture has been duly authorized,
            executed and delivered by the Company and constitutes a valid and
            binding agreement of the Company, enforceable against the Company in
            accordance with its terms, except as may be limited by bankruptcy,
            insolvency, reorganization, fraudulent conveyance, moratorium and
            other similar laws relating to or affecting creditors' rights
            generally, general equitable principles (whether considered in a
            proceeding at law or in equity) and by an implied covenant of
            reasonableness, good faith and fair dealing;

                        (C) that this Indenture is qualified to the extent
            necessary under the TIA or, if not so required, that this Indenture
            is not required to be qualified under the TIA;

                        (D) that such Notes have been duly authorized and
            executed by the Company, and when authenticated 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
            binding obligations of the Company, enforceable against the Company
            in accordance with their respective terms, except as may be limited
            by bankruptcy, insolvency, reorganization, fraudulent conveyance,
            moratorium and other similar laws relating to or affecting
            creditors' rights generally, general equitable principles (whether
            considered in a proceeding at law or in equity) and by an implied
            covenant of reasonableness, good faith and fair dealing;

                        (E) that the issuance of such Notes will not result in
            any default under this Indenture;

                        (F) that all consents or approvals of the Commission (or
            any successor agency) under the Public Utility Holding Company Act
            of 1935 and of any other federal or state regulatory agency required
            in connection with the Company's execution and delivery of this
            Indenture and such Notes have been


                                       9
<Page>

            obtained and are in full force and effect (except that no statement
            need be made with respect to state securities laws); and

                        (G) that all conditions that must be met by the Company
            to issue Notes under this Indenture have been met.

                 (3) An Officers' Certificate stating that (i) the Company is
      not, and upon the authentication by the Trustee of such Notes, will not be
      in default under any of the terms or covenants contained in this Indenture
      and (ii) all conditions that must be met by the Company to issue Notes
      under this Indenture have been met.

            (d) No Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of an authorized officer, and
such certificate upon any Note shall be conclusive evidence, and the only
evidence, that such Note has been duly authenticated and delivered hereunder and
is entitled to the benefits of this Indenture.

            (e) If all Notes of a series are not to be authenticated and issued
at one time in connection with a Periodic Offering, the Company shall not be
required to deliver the Company Order, Board Resolution, Officers' Certificate
and Opinion of Counsel (including any of the foregoing that would be otherwise
required pursuant to Section 15.05 hereof) described in Section 2.05(c) hereof
at or prior to the authentication of each Note of such series, if such items are
delivered at or prior to the time of authentication of the first Note of such
series to be authenticated and issued.

      Section 2.06 EXCHANGE AND REGISTRATION OF TRANSFER OF NOTES.

            (a) Subject to Section 2.13 hereof, Notes of any series may be
exchanged for one or more new Notes of the same series of any authorized
denominations and of a like aggregate principal amount, series and Stated
Maturity and having the same terms and Original Issue Date. Notes to be
exchanged shall be surrendered at any of the offices or agencies to be
maintained pursuant to Section 6.02 hereof, and the Trustee shall authenticate
and deliver in exchange therefor the Note or Notes of such series which the
Noteholder making the exchange shall be entitled to receive.

            (b) The Trustee shall keep, at one of said offices or agencies, a
register or registers in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall register or cause to be registered Notes and shall
register or cause to be registered the transfer of Notes as in this Article II
provided. Such register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. At all reasonable
times, such register shall be open for inspection by the Company. Upon due
presentment for registration of transfer of any Note at any such office or
agency, the Company shall execute and the Trustee shall register, authenticate
and deliver in the name of the transferee or transferees one or more new Notes
of any authorized denominations and of a like aggregate principal amount, series
and Stated Maturity and having the same terms and Original Issue Date.


                                       10
<Page>

            (c) All Notes presented for registration of transfer or for
exchange, redemption or payment shall be duly endorsed by, or be accompanied by
a written instrument or instruments of transfer in form satisfactory to the
Company and the Trustee and duly executed by the Holder or the attorney in fact
of such Holder duly authorized in writing.

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

            (e) The Trustee shall not be required to exchange or register the
transfer of any Notes selected, called or being called for redemption (including
Notes, if any, redeemable at the option of the Holder provided such Notes are
then redeemable at such Holder's option) except, in the case of any Note to be
redeemed in part, the portion thereof not to be so redeemed.

            (f) If the principal amount, and applicable premium, of part, but
not all of a Global Note is paid, then upon surrender to the Trustee of such
Global Note, the Company shall execute, and the Trustee shall authenticate,
deliver and register, a Global Note in an authorized denomination in aggregate
principal amount equal to, and having the same terms, Original Issue Date and
series as, the unpaid portion of such Global Note.

      Section 2.07 MUTILATED, DESTROYED, LOST OR STOLEN NOTES.

            (a) If any temporary or definitive Note shall become mutilated or be
destroyed, lost or stolen, the Company shall execute, and upon its written
request the Trustee shall authenticate and deliver, a new Note of like form and
principal amount and having the same terms and Original Issue Date and bearing a
number not contemporaneously outstanding, in exchange and substitution for the
mutilated Note, or in lieu of and in substitution for the Note so destroyed,
lost or stolen. In every case the applicant for a substituted Note shall furnish
to the Company, the Trustee and any paying agent or Authenticating Agent such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft of a Note, the applicant shall
also furnish to the Company and to the Trustee evidence to their satisfaction of
the destruction, loss or theft of such Note and of the ownership thereof.

            (b) The Trustee shall authenticate any such substituted Note and
deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Note, 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 connected therewith.
If any Note which has matured, is about to mature, has been redeemed or called
for redemption shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substituted Note, pay or authorize the payment
of the same (without surrender thereof except in the case of a mutilated Note)
if the applicant for such payment shall furnish to the Company, the Trustee and
any paying agent or Authenticating Agent such security or indemnity as may be
required by them to save each of them harmless and, in case of destruction, loss
or theft, evidence satisfactory to the Company and the Trustee of the
destruction, loss or theft of such Note and of the ownership thereof.


                                       11
<Page>

            (c) Every substituted Note issued pursuant to this Section 2.07 by
virtue of the fact that any Note is mutilated, destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
such destroyed, lost or stolen Note shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Notes duly issued hereunder. All Notes shall be held and owned
upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes and shall preclude to the full extent
permitted by applicable law any and all other rights or remedies with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

      Section 2.08 TEMPORARY NOTES. Pending the preparation of definitive Notes
of any series, the Company may execute and the Trustee shall authenticate and
deliver temporary Notes (printed, lithographed or otherwise reproduced).
Temporary Notes shall be issuable in any authorized denomination and
substantially in the form of the definitive Notes but with such omissions,
insertions and variations as may be appropriate for temporary Notes, all as may
be determined by the Company. Every such temporary Note shall be authenticated
by the Trustee upon the same conditions and in substantially the same manner,
and with the same effect, as the definitive Notes. Without unreasonable delay
the Company shall execute and shall deliver to the Trustee definitive Notes of
such series and thereupon any or all temporary Notes of such series shall be
surrendered in exchange therefor at the corporate trust office of the Trustee,
and the Trustee shall authenticate, deliver and register in exchange for such
temporary Notes an equal aggregate principal amount of definitive Notes of such
series. Such exchange shall be made by the Company at its own expense and
without any charge therefor to the Noteholders. Until so exchanged, the
temporary Notes of such series shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes of such series authenticated
and delivered hereunder.

      Section 2.09 CANCELLATION OF NOTES PAID, ETC. All Notes surrendered for
the purpose of payment, redemption, exchange or registration of transfer shall
be surrendered to the Trustee for cancellation and promptly cancelled by it and
no Notes shall be issued in lieu thereof except as expressly permitted by this
Indenture. The Company shall surrender to the Trustee any Notes so acquired by
it and such Notes shall be cancelled by the Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes so cancelled.

      Section 2.10 INTEREST RIGHTS PRESERVED. Each Note delivered under this
Indenture upon transfer of or in exchange for or in lieu of any other Note shall
carry all the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Note, and each such Note shall be so dated that neither
gain nor loss of interest shall result from such transfer, exchange or
substitution.

      Section 2.11 SPECIAL RECORD DATE. If and to the extent that the Company
fails to make timely payment or provision for timely payment of interest on any
series of Notes (other than on an Interest Payment Date that is a Maturity
date), that interest shall cease to be payable to the Persons who were the
Noteholders of such series at the applicable Regular Record Date. In that event,
when moneys become available for payment of the interest, the Trustee shall (a)
establish a date of payment of such interest and a Special Record Date for the
payment of that


                                       12
<Page>

interest, which Special Record Date shall be not more than 15 or fewer than 10
days prior to the date of the proposed payment and (b) mail notice of the date
of payment and of the Special Record Date not fewer than 10 days preceding the
Special Record Date to each Noteholder of such series at the close of business
on the 15th day preceding the mailing at the address of such Noteholder, as it
appeared on the register for the Notes. On the day so established by the
Trustee, the interest shall be payable to the Holders of the applicable Notes at
the close of business on the Special Record Date.

      Section 2.12 PAYMENT OF NOTES. Payment of the principal of and interest
and premium on all Notes shall be payable as follows:

            (a) On or before 9:30 a.m., New York City time, or such other time
as shall be agreed upon between the Trustee and the Company, of the day on which
payment of principal, interest and premium is due on any Global Note pursuant to
the terms thereof, the Company shall deliver to the Trustee funds available on
such date sufficient to make such payment, by wire transfer of immediately
available funds or by instructing the Trustee to withdraw sufficient funds from
an account maintained by the Company with the Trustee or such other method as is
acceptable to the Trustee. On or before 12:00 noon, New York City time, or such
other time as shall be agreed upon between the Trustee and the Depositary, of
the day on which any payment of interest is due on any Global Note (other than
at Maturity), the Trustee shall pay to the Depositary such interest in same day
funds. On or before 1:00 p.m., New York City time or such other time as shall be
agreed upon between the Trustee and the Depositary, of the day on which
principal, interest payable at Maturity and premium, if any, is due on any
Global Note, the Trustee shall deposit with the Depositary the amount equal to
the principal, interest payable at Maturity and premium, if any, by wire
transfer into the account specified by the Depositary. As a condition to the
payment, at Maturity, of any part of the principal of, interest on, and
applicable premium of any Global Note, the Depositary shall surrender, or cause
to be surrendered, such Global Note to the Trustee, whereupon a new Global Note
shall be issued to the Depositary pursuant to Section 2.06(f) hereof.

            (b) With respect to any Note that is not a Global Note, principal,
applicable premium and interest due at the Maturity of the Note shall be payable
in immediately available funds when due upon presentation and surrender of such
Note at the corporate trust office of the Trustee or at the authorized office of
any paying agent in the Borough of Manhattan, The City and State of New York.
Interest on any Note that is not a Global Note (other than interest payable at
Maturity) shall be paid by check payable in clearinghouse funds mailed to the
Holder thereof at such Holder's address as it appears on the register; provided
that if the Trustee receives a written request from any Holder of Notes, the
aggregate principal amount of which having the same Interest Payment Date equals
or exceeds $10,000,000, on or before the applicable Regular Record Date for such
Interest Payment Date, interest on such Note shall be paid by wire transfer of
immediately available funds to a bank within the continental United States
designated by such Holder in its request or by direct deposit into the account
of such Holder designated by such Holder in its request if such account is
maintained with the Trustee or any paying agent.


                                       13
<Page>

      Section 2.13 NOTES ISSUABLE IN THE FORM OF A GLOBAL NOTE.

            (a) If the Company shall establish pursuant to Section 2.05 hereof
that the Notes of a particular series are to be issued in the form of one or
more Global Notes, then the Company shall execute and the Trustee shall, in
accordance with Section 2.05 hereof and the Company Order delivered to the
Trustee thereunder, authenticate and deliver such Global Note or Notes, which,
unless otherwise specified in such Company Order, (i) shall represent, shall be
denominated in an amount equal to the aggregate principal amount of, and shall
have the same terms as, the outstanding Notes of such series to be represented
by such Global Note or Notes, (ii) shall be registered in the name of the
Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially to the following effect: "This Note is a Global Note
registered in the name of the Depositary (referred to herein) or a nominee
thereof and, unless and until it is exchanged in whole for the individual Notes
represented hereby as provided in the Indenture referred to below, this Global
Note may not be transferred except as a whole by the Depositary to a nominee of
the Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. Unless this
Global Note is presented by an authorized representative of The Depository Trust
Company (55 Water Street, New York, New York), to the Trustee for registration
of transfer, exchange or payment, and any certificate issued is registered in
the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment is made to Cede &
Co., any transfer, pledge or other use hereof for value or otherwise by or to
any person is wrongful since the registered owner hereof, Cede & Co., has an
interest herein" or such other legend as may be required by the rules and
regulations of the Depositary.

            (b) (i) If at any time the Depositary for a Global Note notifies the
Company that it is unwilling or unable to continue as Depositary for such Global
Note or if at any time the Depositary for the Global Note shall no longer be
eligible or in good standing under the Securities Exchange Act of 1934 or other
applicable statute or regulation, the Company shall appoint a successor
Depositary with respect to such Global Note. If a successor Depositary for such
Global Note is not appointed by the Company within 90 days after the Company
receives such notice or becomes aware of such ineligibility, the Company's
election pursuant to Section 2.05(c)(vi) hereof shall no longer be effective
with respect to the series of Notes evidenced by such Global Note and the
Company shall execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of individual Notes of such series in exchange for
such Global Note, shall authenticate and deliver, individual Notes of such
series of like tenor and terms in definitive form in an aggregate principal
amount equal to the principal amount of such Global Note in exchange for such
Global Note. The Trustee shall not be charged with knowledge or notice of the
ineligibility of a Depositary unless a Responsible Officer shall have actual
knowledge thereof.

          (ii) (A) The Company may at any time and in its sole discretion
determine that all outstanding (but not less than all) Notes of a series issued
or issuable in the form of one or more Global Notes shall no longer be
represented by such Global Note or Notes. In such event the Company shall
execute, and the Trustee, upon receipt of a Company Order for the authentication
and delivery of individual Notes in exchange for such Global Note, shall


                                       14
<Page>

authenticate and deliver individual Notes of like tenor and terms in definitive
form in an aggregate principal amount equal to the principal amount of such
Global Note or Notes in exchange for such Global Note or Notes.

                  (B) Within seven days after the occurrence of an Event of
Default with respect to any series of Global Notes, the Company shall execute,
and the Trustee shall authenticate and deliver, Notes of such series in
definitive registered form in any authorized denominations and in aggregate
principal amount equal to the principal amount of such Global Notes in exchange
for such Global Notes.

         (iii) In any exchange provided for in any of the preceding two
paragraphs, the Company will execute and the Trustee will authenticate and
deliver individual Notes in definitive registered form in authorized
denominations. Upon the exchange of a Global Note for individual Notes, such
Global Note shall be cancelled by the Trustee. Notes issued in exchange for a
Global Note pursuant to this Section shall be registered in such names and in
such authorized denominations as the Depositary for such Global Note, pursuant
to instructions from its direct or indirect participants or otherwise, shall
instruct the Trustee. The Trustee shall deliver such Notes to the Depositary for
delivery to the persons in whose names such Notes are so registered, or if the
Depositary shall refuse or be unable to deliver such Notes, the Trustee shall
deliver such Notes to the persons in whose names such Notes are registered,
unless otherwise agreed upon between the Trustee and the Company, in which event
the Company shall cause the Notes to be delivered to the persons in whose names
such Notes are registered.

            (c) Neither the Company, the Trustee, any Authenticating Agent nor
any paying agent shall have any responsibility or liability for any aspect of
the records relating to, or payments made on account of, beneficial ownership
interests of a Global Note or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest.

            (d) Pursuant to the provisions of this subsection, at the option of
the Trustee (subject to Section 2.04(a) hereof) and upon 30 days' written notice
to the Depositary but not prior to the first Interest Payment Date of the
respective Global Notes, the Depositary shall be required to surrender any two
or more Global Notes which have identical terms, including, without limitation,
identical maturities, interest rates and redemption provisions (but which may
have differing Original Issue Dates) to the Trustee, and the Company shall
execute and the Trustee shall authenticate and deliver to, or at the direction
of, the Depositary a Global Note in principal amount equal to the aggregate
principal amount of, and with all terms identical to, the Global Notes
surrendered thereto and that shall indicate each applicable Original Issue Date
and the principal amount applicable to each such Original Issue Date. The
exchange contemplated in this subsection shall be consummated at least 30 days
prior to any Interest Payment Date applicable to any of the Global Notes
surrendered to the Trustee. Upon any exchange of any Global Note with two or
more Original Issue Dates, whether pursuant to this Section or pursuant to
Section 2.06 or Section 3.03 hereof, the aggregate principal amount of the Notes
with a particular Original Issue Date shall be the same before and after such
exchange, after giving effect to any retirement of Notes and the Original Issue
Dates applicable to such Notes occurring in connection with such exchange.


                                       15
<Page>

      Section 2.14 CUSIP AND ISIN NUMBERS. The Company in issuing Notes may use
"CUSIP" or "ISIN" numbers (if then generally in use) and, if so used, the
Trustee shall use "CUSIP" or "ISIN" numbers in notices of redemption as a
convenience to holders of Notes; provided, that any such notice may state that
no representation is made as to the correctness of such numbers either as
printed on the Notes or contained in any notice of redemption and that reliance
may be placed only on the other identification numbers printed on the Notes, and
any such redemption shall not be affected by any defect in or omission of such
numbers. The Company shall promptly notify the Trustee of any change in the
"CUSIP" or "ISIN" numbers.

                                   ARTICLE III

                               REDEMPTION OF NOTES

      Section 3.01 APPLICABILITY OF ARTICLE. Such of the Notes of any series as
are, by their terms, redeemable prior to their Stated Maturity at the option of
the Company, may be redeemed by the Company at such times, in such amounts and
at such prices as may be specified therein and in accordance with the provisions
of this Article III.

      Section 3.02 NOTICE OF REDEMPTION; SELECTION OF NOTES.

            (a) The election of the Company to redeem any Notes shall be
evidenced by a Board Resolution which shall be given with notice of redemption
to the Trustee at least 45 days (or such shorter period acceptable to the
Trustee in its sole discretion) prior to the redemption date specified in such
notice.

            (b) Notice of redemption to each Holder of Notes to be redeemed as a
whole or in part shall be given by the Trustee, in the manner provided in
Section 15.10 hereof, no less than 30 or more than 60 days prior to the date
fixed for redemption. Any notice which is given in the manner herein provided
shall be conclusively presumed to have been duly given, whether or not the
Noteholder receives the notice. In any case, failure duly to give such notice,
or any defect in such notice, to the Holder of any Note designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Note.

            (c) Each such notice shall identify the Notes to be redeemed
(including "CUSIP" or "ISIN" numbers) and shall specify the date fixed for
redemption, the places of redemption and the redemption price (or the method for
calculation thereof) at which such Notes are to be redeemed, and shall state
that (subject to subsection (e) of this section) payment of the redemption price
of such Notes or portion thereof to be redeemed will be made upon surrender of
such Notes at such places of redemption, that interest accrued to the date fixed
for redemption will be paid as specified in such notice, and that from and after
such date interest thereon shall cease to accrue. If less than all of a series
of Notes having the same terms are to be redeemed, the notice shall specify the
Notes or portions thereof to be redeemed. If any Note is to be redeemed in part
only, the notice which relates to such Note shall state the portion of the
principal amount thereof to be redeemed, and shall state that, upon surrender of
such Note, a new Note or Notes having the same terms in aggregate principal
amount equal to the unredeemed portion thereof will be issued.


                                       16
<Page>

            (d) Unless otherwise provided by a Company Order under Section 2.05
hereof, if less than all of a series of Notes is to be redeemed, the Trustee
shall select in such manner as it shall deem appropriate and fair in its
discretion the particular Notes to be redeemed in whole or in part and shall
thereafter promptly notify the Company in writing of the Notes so to be
redeemed. If less than all of a series of Notes represented by a Global Note is
to be redeemed, the particular Notes or portions thereof of such series to be
redeemed shall be selected by the Depositary for such series of Notes in such
manner as the Depositary shall determine. Notes shall be redeemed only in
denominations of $1,000, or such other denominations authorized by a Company
Order pursuant to Section 2.05 hereof, provided that any remaining principal
amount of a Note redeemed in part shall be a denomination authorized under this
Indenture.

            (e) If at the time of the mailing of any notice of redemption at the
option of the Company, the Company shall not have irrevocably directed the
Trustee to apply funds then on deposit with the Trustee or held by it and
available to be used for the redemption of Notes to redeem all the Notes called
for redemption, such notice, at the election of the Company, may state that it
is conditional and subject to the receipt of the redemption moneys by the
Trustee on or before the date fixed for redemption and that such notice shall be
of no force and effect unless such moneys are so received on or before such
date.

      Section 3.03 PAYMENT OF NOTES ON REDEMPTION; DEPOSIT OF REDEMPTION PRICE.

            (a) If notice of redemption for any Notes shall have been given as
provided in Section 3.02 hereof and such notice shall not contain the language
permitted at the Company's option under Section 3.02(e) hereof, such Notes or
portions of Notes called for redemption shall become due and payable on the date
and at the places stated in such notice at the applicable redemption price,
together with interest accrued to the date fixed for redemption of such Notes.
Interest on the Notes or portions thereof so called for redemption shall cease
to accrue and such Notes or portions thereof shall be deemed not to be entitled
to any benefit under this Indenture except to receive payment of the redemption
price together with interest accrued thereon to the date fixed for redemption.
Upon presentation and surrender of such Notes at the place of payment specified
in such notice, such Notes or the specified portions thereof shall be paid and
redeemed at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption.

            (b) If notice of redemption shall have been given as provided in
Section 3.02 hereof and such notice shall contain the language permitted at the
Company's option under Section 3.02(e) hereof, such Notes or portions of Notes
called for redemption shall become due and payable on the date and at the places
stated in such notice at the applicable redemption price, together with interest
accrued to the date fixed for redemption of such Notes, and interest on the
Notes or portions thereof so called for redemption shall cease to accrue and
such Notes or portions thereof shall be deemed not to be entitled to any benefit
under this Indenture except to receive payment of the redemption price together
with interest accrued thereon to the date fixed for redemption; provided that,
in each case, the Company shall have deposited with the Trustee or a paying
agent on or prior to 11:00 a.m. New York City time on such redemption date an
amount sufficient to pay the redemption price together with interest accrued to
the date fixed for redemption. Upon the Company making such deposit and, upon
presentation and surrender of such Notes at such a place of payment in such
notice specified, such Notes or the specified


                                       17
<Page>

portions thereof shall be paid and redeemed at the applicable redemption price,
together with interest accrued thereon to the date fixed for redemption. If the
Company shall not make such deposit on or prior to the redemption date, the
notice of redemption shall be of no force and effect and the principal on such
Notes or specified portions thereof shall continue to bear interest as if the
notice of redemption had not been given.

            (c) No notice of redemption of Notes shall be mailed during the
continuance of any Event of Default, except (1) that, when notice of redemption
of any Notes has been mailed, the Company shall redeem such Notes but only if
funds sufficient for that purpose have prior to the occurrence of such Event of
Default been deposited with the Trustee or a paying agent for such purpose, and
(2) that notices of redemption of all outstanding Notes may be given during the
continuance of an Event of Default.

            (d) Upon surrender of any Note redeemed in part only, the Company
shall execute, and the Trustee shall authenticate, deliver and register, a new
Note or Notes of authorized denominations in aggregate principal amount equal
to, and having the same terms, Original Issue Date or Dates and series as, the
unredeemed portion of the Note so surrendered.

                                   ARTICLE IV

                                  SINKING FUNDS

      Section 4.01 APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of the Notes of any
series, except as otherwise specified as contemplated by Section 2.05(c) hereof
for Notes of such series.

      The minimum amount of any sinking fund payment provided for by the terms
of Notes 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 Notes of any series is herein referred to as an "optional sinking fund
payment". If provided for by the terms of Notes of any series, the cash amount
of any sinking fund payment may be subject to reduction as provided in Section
4.02 hereof. Each sinking fund payment shall be applied to the redemption of
Notes of the series in respect of which it was made as provided for by the terms
of such Notes.

      Section 4.02 SATISFACTION OF SINKING FUND PAYMENTS WITH NOTES. The Company
(a) may deliver Outstanding Notes (other than any previously called for
redemption) of a series in respect of which a mandatory sinking fund payment is
to be made and (b) may apply as a credit Notes of such series which have been
redeemed either at the election of the Company pursuant to the terms of such
Notes or through the application of permitted optional sinking fund payments
pursuant to the terms of such Notes, in each case in satisfaction of all or any
part of such mandatory sinking fund payment; provided, however, that no Notes
shall be applied in satisfaction of a mandatory sinking fund payment if such
Notes shall have been previously so applied. Notes so applied shall be received
and credited for such purpose by the Trustee at the redemption price specified
in such Notes for redemption through operation of the sinking fund and the
amount of such mandatory sinking fund payment shall be reduced accordingly.


                                       18
<Page>

      Section 4.03 REDEMPTION OF NOTES FOR SINKING FUND. Not less than 45 days
prior to each sinking fund payment date for the Notes of any series, the Company
shall deliver to the Trustee an Officers' Certificate specifying:

            (a) the amount of the next succeeding mandatory sinking fund payment
for such series;

            (b) the amount, if any, of the optional sinking fund payment to be
made together with such mandatory sinking fund payment;

            (c) the aggregate sinking fund payment;

            (d) the portion, if any, of such aggregate sinking fund payment
which is to be satisfied by the payment of cash; and

            (e) the portion, if any, of such aggregate sinking fund payment
which is to be satisfied by delivering and crediting Notes of such series
pursuant to Section 4.02 hereof and stating the basis for such credit and that
such Notes have not previously been so credited.

The Company shall also deliver to the Trustee any Notes to be so delivered. If
the Company shall not deliver such Officers' Certificate, the next succeeding
sinking fund payment for such series shall be made entirely in cash in the
amount of the mandatory sinking fund payment. Not less than 30 days before each
such sinking fund payment date the Trustee shall select the Notes to be redeemed
upon such sinking fund payment date in the manner specified in Section 3.02(d)
hereof 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 3.02 hereof.
Such notice having been duly given, the redemption of such Notes shall be made
upon the terms and in the manner stated in Section 3.03 hereof.

                                    ARTICLE V

                  SATISFACTION AND DISCHARGE; UNCLAIMED MONEYS

      Section 5.01 SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall
upon the request of the Company cease to be of further effect with respect to
the Notes of any series (except as to any surviving rights of registration of
transfer or exchange of Notes of such series 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:

            (a) either:

           (i) all Notes of such series previously authenticated and delivered
(other than Notes of such series which have been destroyed, lost or stolen and
which have been replaced or paid) have been delivered to the Trustee for
cancellation; or

          (ii) all the Notes of such series not previously delivered to the
Trustee for cancellation have become due and payable (whether at stated
maturity, early redemption or


                                       19
<Page>

otherwise), and the Company has deposited, or caused to be deposited,
irrevocably with the Trustee as funds in trust solely for the benefit of the
Holders of the Notes of such series an amount in cash sufficient to pay
principal of, premium, if any, and interest on all outstanding Notes of such
series;

            (b) the Company has paid or caused to be paid all other sums payable
hereunder by the Company with respect to the Notes of such series; and

            (c) 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 with respect to the Notes of such series have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture with respect to
the Notes of any or all series, the obligations of the Company to the Trustee
under Section 9.06 hereof shall survive, and, if money will have been deposited
with the Trustee pursuant to subclause (ii) of clause (a) of this Section 5.01,
the obligations of the Trustee under Sections 5.02 and 5.05 hereof shall
survive.

      Section 5.02 APPLICATION OF TRUST FUNDS; INDEMNIFICATION.

            (a) Subject to the provisions of Section 5.05 hereof, all money and
U.S. Government Obligations deposited with the Trustee pursuant to Section 5.01,
5.03 or 5.04 hereof and all money received by the Trustee in respect of U.S.
Government Obligations deposited with the Trustee pursuant to Sections 5.01,
5.03 or 5.04 hereof, shall be held in trust and applied by it, in accordance
with the provisions of the Notes of any particular series and this Indenture, to
the payment, either directly or through any paying agent as the Trustee may
determine, to the persons entitled thereto, of the principal, premium, if any,
and interest for whose payment such money has been deposited with or received by
the Trustee.

            (b) The Company shall pay and shall indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Sections 5.01, 5.03 or 5.04 hereof or the
interest, premium, if any, and principal received in respect of such obligations
other than any payable by or on behalf of Holders.

            (c) The Trustee shall deliver or pay to the Company from time to
time upon the request of the Company any U.S. Government Obligations or money
held by it as provided in Sections 5.01, 5.03 or 5.04 hereof which, in the
opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, are then in excess of the amount thereof which then would have been
required to be deposited for the purpose for which such U.S. Government
Obligations or money were deposited or received. This provision shall not
authorize the sale by the Trustee of any U.S. Government Obligations held under
this Indenture.

      Section 5.03 LEGAL DEFEASANCE. The Company shall be deemed to have been
discharged from its obligations with respect to all of the outstanding Notes of
any series on the day after the date of the deposit referred to in subparagraph
(i) hereof, and the provisions of this Indenture, as it relates to the
outstanding Notes of such series, shall no longer be in effect (and


                                       20
<Page>

the Trustee, at the expense of the Company, shall, upon the request of the
Company, execute proper instruments acknowledging the same), except as to:

            (a) the rights of Holders of the Notes of such series to receive,
solely from the trust funds described in subparagraph (i) below, payments of the
principal of, premium, if any, or interest on the outstanding Notes of such
series on the date such payments are due;

            (b) the Company's obligations with respect to the Notes of such
series under Sections 2.06, 2.07, 2.13, 6.02 and 6.04 hereof; and

            (c) the rights, powers, trust and immunities of the Trustee
hereunder and the duties of the Trustee under Section 5.02 hereof and the duty
of the Trustee to authenticate Notes of such series issued on registration of
transfer of exchange;

provided that the following conditions shall have been satisfied:

           (i) the Company shall have deposited, or caused to be deposited,
irrevocably with the Trustee as funds in trust for the purpose of making the
following payments, specifically pledged as security for and dedicated solely to
the benefit of the Holders of the Notes of such series, cash in U.S. dollars
and/or U.S. Government Obligations which through the payment of interest and
principal in respect thereof, in accordance with their terms, will provide
(without reinvestment), not later than one day before the due date of any
payment of money, an amount in cash, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay principal of, premium, if
any, and interest on all the Notes of such series on the dates such payments of
principal, premium, if any, or interest are due to maturity or redemption;

          (ii) no Event of Default or event which with the giving of notice or
lapse of time or both would become an Event of Default with respect to the Notes
of such series shall have occurred and be continuing on the date of such deposit
and 91 days shall have passed after the deposit has been made, and, during such
91 day period, no Default with respect to the Notes of such series specified in
Section 8.01(a)(5) or (6) hereof with respect to the Company occurs which is
continuing at the end of such period;

         (iii) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel to the effect that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (B) since the date of execution of this Indenture, there has been a
change in the applicable federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel shall confirm that, the Holders
of the Notes of such series will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to federal income tax in the same amounts, in the same manner
and at the same times as would have been the case if such deposit, defeasance
and discharge had not occurred;

          (iv) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders of the Notes of such series over any other creditors
of the Company or with the intent of defeating, hindering, delaying or
defrauding any other creditors of the Company;


                                       21
<Page>

           (v) such deposit shall not cause the Trustee to have a conflicting
interest within the meaning of the TIA with respect to any securities of the
Company or result in the trust arising from such deposit constituting an
"investment company" (as defined in the Investment Company Act of 1940, as
amended); and

          (vi) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the defeasance contemplated by this Section 5.03 have been
complied with.

Subject to compliance with this Article V, the Company may exercise its option
under this Section 5.03 notwithstanding the prior exercise of its option under
Section 5.04 with respect to the Notes of any series. Following a defeasance,
payment of the Notes of such series may not be accelerated because of an Event
of Default.

      Section 5.04 COVENANT DEFEASANCE. On and after the day after the date of
the deposit referred to in subparagraph (a) hereof, the Company may omit to
comply with any term, provision or condition set forth under Section 6.05 and
Article XII hereof as well as any additional covenants contained in a
supplemental indenture hereto (and the failure to comply with any such
provisions shall not constitute a Default or Event of Default under Section 8.01
hereof) and the occurrence of any event described in clause (3) and (4) of
Section 8.01(a) hereof shall not constitute a Default or Event of Default
hereunder, with respect to the Notes of any series, provided that the following
conditions shall have been satisfied:

            (a) with reference to this Section 5.04, the Company has deposited,
or caused to be deposited, irrevocably (except as provided in Section 5.05
hereof) with the Trustee as funds in trust, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of the Notes of such
series, cash in U.S. dollars and/or U.S. Government Obligations which through
the payment of principal and interest in respect thereof, in accordance with
their terms, will provide (without reinvestment), not later than one day before
the due date of any payment of money, an amount in cash, sufficient, in the
opinion of a nationally recognized firm of independent certified public
accountants expressed in a written certification thereof delivered to the
Trustee, to pay principal, premium, if any, and interest on all the Notes of
such series on the dates such payments of principal, premium, if any, and
interest are due to maturity or redemption;

            (b) no Event of Default or event which with the giving of notice or
lapse of time or both would become an Event of Default with respect to the Notes
of such series shall have occurred and be continuing on the date of such deposit
and 91 days shall have passed after the deposit has been made, and, during such
91 day period, no Default with respect to the Notes of such series specified in
Section 8.01(a)(5) or (6) hereof with respect to the Company occurs which is
continuing at the end of such period;

            (c) the Company shall have delivered to the Trustee an Opinion of
Counsel confirming that Holders of the Notes of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit
and defeasance and will be subject to federal income tax in the same amounts, in
the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred;


                                       22
<Page>

            (d) the Company shall have delivered to the Trustee an Officers'
Certificate stating the deposit was not made by the Company with the intent of
preferring the Holders of the Notes of such series over any other creditors of
the Company or with the intent of defeating, hindering, delaying or defrauding
any other creditors of the Company;

            (e) such deposit shall not cause the Trustee to have a conflicting
interest within the meaning of the TIA with respect to any securities of the
Company or result in the trust arising from such deposit constituting an
"investment company" (as defined in the Investment Company Act of 1940, as
amended);

            (f) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to the defeasance contemplated by this
Section 5.04 have been complied with; and

            (g) following a covenant defeasance, payment of the Notes of any
series may not be accelerated because of an Event of Default specified in
Sections 8.01(a)(5) and (6) or by reference to Sections 6.05 and 8.01(a)(3) and
(4) and Article XII hereof.

      Section 5.05 REPAYMENT TO COMPANY. The Trustee and the paying agent shall
pay to the Company upon request any money held by them for the payment of
principal, premium, if any, or interest that remains unclaimed for two years
after the date upon which such payment shall have become due. After payment to
the Company, Holders of the Notes of such series entitled to the money must look
to the Company for payment as general creditors unless an applicable abandoned
property law designates another Person.

                                   ARTICLE VI

                       PARTICULAR COVENANTS OF THE COMPANY

      Section 6.01 PAYMENT OF PRINCIPAL AND INTEREST. The Company covenants and
agrees for the benefit of the Holders of the Notes of any series that it will
duly and punctually pay or cause to be paid the principal of and any premium and
interest, if any, on, such Notes at the places, at the respective times and in
the manner provided in such Notes or in this Indenture.

      Section 6.02 OFFICES FOR PAYMENTS, ETC. So long as the Notes of any series
are outstanding hereunder, the Company will maintain in the Borough of
Manhattan, The City of New York, State of New York or St. Louis, Missouri an
office or agency where the Notes of such series may be presented for payment,
for exchange as in this Indenture provided and for registration of transfer as
in this Indenture provided.

      The Company will maintain in the Borough of Manhattan, The City of New
York, State of New York or St. Louis, Missouri an office or agency where notices
and demands to or upon the Company in respect of the Notes of any series or this
Indenture may be served.

      The Company will give to the Trustee prompt written notice of the location
of each such office or agency and of any change of location thereof. In case the
Company shall fail to maintain any office or agency required by this Section to
be located in the Borough of


                                       23
<Page>

Manhattan, The City of New York, State of New York or St. Louis, Missouri or
shall fail to give such notice of the location or of any change in the location
of any of the above offices or agencies, presentations and demands may be made
and notices may be served at the Corporate Trust Office of the Trustee, and, in
such event, the Trustee shall act as the Company's agent to receive all such
presentations, surrenders, notices and demands.

      The Company may from time to time designate one or more additional offices
or agencies where the Notes of any series may be presented for payment, for
exchange as in this Indenture provided and for registration of transfer as in
this Indenture provided, and the Company may from time to time rescind any such
designation; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain any office or
agency provided for in this Section. The Company will give to the Trustee prompt
written notice of any such designation or rescission thereof and of any change
in the location of any such other office or agency.

      Section 6.03 APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 9.11, a Trustee, so that there
shall at all times be a Trustee hereunder.

      Section 6.04 PROVISION AS TO PAYING AGENT. The Trustee shall be the paying
agent for the Notes and, at the option of the Company, the Company may appoint
additional paying agents (including without limitation itself or its Subsidiary
unless an Event of Default has occurred and is continuing). Whenever the Company
shall appoint a paying agent other than the Trustee with respect to the Notes,
it will cause such paying agent to execute and deliver to the Trustee an
instrument in which such agent shall agree with the Trustee, subject to the
provisions of this Section:

                 (1) that such paying agent will hold all sums received by it as
      such agent for the payment of the principal of or interest, if any, on the
      Notes (whether such sums have been paid to it by the Company or by any
      other obligor on the Notes) in trust for the benefit of the Holders of the
      Notes, or of the Trustee until such sums shall be paid to such Holders or
      otherwise disposed of as herein provided;

                 (2) that such paying agent will give the Trustee notice of any
      failure by the Company (or by any other obligor on Notes) to make any
      payment of the principal of, premium if any, or interest on the Notes when
      the same shall be due and payable; and

                 (3) that such paying agent will at any time during the
      continuance of any such failure, upon the written request of the Trustee,
      forthwith pay to the Trustee all sums so held in trust by such paying
      agent.

      The Company will, on or prior to each due date of the principal of and any
premium, if any, or interest on the Notes, deposit with the paying agent a sum
sufficient to pay such principal and any premium or interest so becoming due,
such sum to be held in trust for the benefit of the Holders of the Notes
entitled to such principal of and any premium or interest, and (unless such
paying agent is the Trustee) the Company will promptly notify the Trustee of any
failure to take such action.


                                       24
<Page>

      If the Company or its Subsidiary shall act as its own paying agent with
respect to the Notes, it will, on or before each due date of the principal of
(and premium, if any) or interest, if any, on the Notes, set aside, segregate
and hold in trust for the benefit of the Holders of the Notes, a sum sufficient
to pay such principal (and premium, if any) or interest, if any, so becoming due
until such sums shall be paid to such Holders or otherwise disposed of as herein
provided. The Company will promptly notify the Trustee of any failure to take
such action.

      The Company may at any time pay or cause to be paid to the Trustee all
sums held in trust by it or any paying agent hereunder, as required by this
Section, such sums to be held by the Trustee upon the trusts herein contained,
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.

      Anything in this Section to the contrary notwithstanding, the agreement to
hold sums in trust as provided in this Section is subject to the provisions of
Sections 5.03 and 5.04.

      Section 6.05 CORPORATE EXISTENCE. Subject to the rights of the Company
under Article XII, the Company shall do or cause to be done all things necessary
to preserve and keep in full force and effect its corporate existence and the
rights (charter and statutory) and franchises of the Company; provided, however,
that the Company shall not be required to preserve any such right or franchise
if, in the judgment of the Company, the preservation thereof is no longer
desirable in the conduct of the business of the Company.

      Section 6.06 CERTIFICATES AND NOTICE TO TRUSTEE. The Company shall, on or
before December 1 of each year, commencing December 1, 2002, deliver to the
Trustee a certificate from its principal executive officer, principal financial
officer or principal accounting officer covering the preceding calendar year and
stating whether or not, to the knowledge of such Person, the Company has
complied with all conditions and covenants under this Indenture, and, if not,
describing in reasonable detail any failure by the Company to comply with any
such conditions or covenants. For purposes of this Section, compliance shall be
determined without regard to any period of grace or requirement of notice
provided under this Indenture.

                                   ARTICLE VII

                         NOTEHOLDER LISTS AND REPORTS BY
                           THE COMPANY AND THE TRUSTEE

      Section 7.01 COMPANY TO FURNISH NOTEHOLDER LISTS. The Company and any
other obligor on the Notes shall furnish or cause to be furnished to the Trustee
a list in such form as the Trustee may reasonably require of the names and
addresses of the Holders of the Notes:

            (a) semi-annually and not more than 15 days after each Regular
Record Date for each Interest Payment Date that is not a Maturity date, as of
such Regular Record Date, and such list need not include information received
after such date; and

            (b) at such other times as the Trustee may request in writing,
within 30 days after receipt by the Company of any such request, as of a date
not more than 15 days prior to the time


                                       25
<Page>

such information is furnished, and such list need not include information
received after such date;

provided that if and so long as the Trustee shall be the registrar for the
Notes, such list shall not be required to be furnished.

      Section 7.02 PRESERVATION AND DISCLOSURE OF NOTEHOLDER LISTS.

            (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
Holders of the Notes (i) contained in the most recent lists furnished to it as
provided in Section 7.01, (ii) received by it in the capacity of registrar for
the Notes, if so acting, and (iii) filed with it within the two preceding years
pursuant to Section 7.04(d)(2). The Trustee may destroy any list furnished to it
as provided in Section 7.01 upon receipt of a new list so furnished.

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

           (i) afford to such applicants access to the information preserved at
the time by the Trustee in accordance with the provisions of subsection (a) of
this Section; or

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

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


                                       26
<Page>

such material to all such Holders with reasonable promptness after the entry of
such order and the renewal of such tender; otherwise the Trustee shall be
relieved of any obligation or duty to such applicants respecting their
application.

            (c) Each and every Holder of a Note, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any agent of the Company or the Trustee shall be held accountable by
reason of the disclosure of any such information as to the names and addresses
of the Holders of Notes in accordance with the provisions of subsection (b) of
this Section, regardless of the source from which such information was derived,
and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under such subsection (b).

      Section 7.03 REPORTS BY THE COMPANY. The Company shall:

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

            (b) file with the Trustee and the Commission, in accordance with
rules and regulations prescribed from time to time by the Commission, such
additional information, documents and reports with respect to compliance by the
Company with the conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations. Filing of such information,
documents and reports with the Trustee is for informational purposes only and
the Trustee's receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including the Company's compliance with any of its covenants hereunder
(as to which the Trustee is entitled to rely exclusively on Officers'
Certificates); and

            (c) transmit by mail to all Holders of Notes, within 30 days after
the filing thereof with the Trustee in the manner and to the extent provided in
Section 7.04(d), such summaries of any information, documents and reports
required to be filed by the Company pursuant to paragraphs (a) and (b) of this
Section as may be required by rules and regulations prescribed from time to time
by the Commission.


                                       27
<Page>

      Section 7.04 REPORTS BY THE TRUSTEE.

            (a) Annually, not later than August 15 of each year, the Trustee
shall transmit by mail a brief report dated as of such date that complies with
Section 313(a) of the TIA (to the extent required by such Section).

            (b) The Trustee shall from time to time transmit by mail brief
reports that comply, both in content and date of delivery, with Section 313(b)
of the TIA (to the extent required by such Section).

            (c) A copy of each such report filed pursuant to this section shall,
at the time of such transmission to such Holders, be filed by the Trustee with
each stock exchange upon which any Notes are listed and also with the
Commission. The Company will notify the Trustee promptly in writing upon the
listing of such Notes on any stock exchange or any delisting thereof.

            (d) Reports pursuant to this Section shall be transmitted

                  (1) by mail to all Holders of Notes, as their names and
      addresses appear in the register for the Notes;

                  (2) by mail to such Holders of Notes as have, within the two
      years preceding such transmission, filed their names and addresses with
      the Trustee for such purpose;

                  (3) by mail, except in the case of reports pursuant to Section
      7.04(b) and (c) hereof, to all Holders of Notes whose names and addresses
      have been furnished to or received by the Trustee pursuant to Section 7.01
      and 7.02(a)(ii) hereof; and

                  (4) at the time such report is transmitted to the Holders of
      the Notes, to each exchange on which Notes are listed and also with the
      Commission.

                                  ARTICLE VIII

                     REMEDIES OF THE TRUSTEE AND NOTEHOLDERS
                              ON EVENTS OF DEFAULT

      Section 8.01 EVENTS OF DEFAULT.

            (a) If one or more of the following Events of Default with respect
to the Notes of any series shall have occurred and be continuing:

                  (1) default in the payment of any installment of interest upon
      any Note of such series as and when the same shall become due and payable,
      and continuance of such default for a period of thirty (30) days;

                  (2) default in the payment of the principal of or any premium
      on any Note of such series as and when the same shall become due and
      payable;


                                       28
<Page>

                  (3) failure on the part of the Company duly to observe or
      perform any other covenants or agreements on the part of the Company
      contained in this Indenture (other than a covenant or agreement that has
      been expressly included in this Indenture solely for the benefit of one or
      more series of Notes other than such series) for a period of sixty (60)
      days after the date on which written notice specifying such failure,
      stating that such notice is a "Notice of Default" hereunder and demanding
      that the Company remedy the same, shall have been given to the Company by
      the Trustee by registered mail, or to the Company and the Trustee by the
      Holders of not less than 33% in aggregate principal amount of the Notes of
      such series at the time outstanding;

                  (4) failure to pay when due and payable after the expiration
      of any applicable grace period, any portion of the principal of Debt of
      the Company in excess of $25,000,000 (including a default with respect to
      Notes of any other series), or acceleration of such Debt for another
      default thereunder, without such Debt having been discharged, or such
      acceleration having been rescinded or annulled, within 30 days after
      written notice to the Company by the Trustee or to the Company and the
      Trustee by the holders of at least 33% in aggregate principal amount of
      the Notes of such series at the time outstanding;

                  (5) a court having jurisdiction in the premises shall enter a
      decree or order for relief in respect of the Company in an involuntary
      case under any applicable bankruptcy, insolvency or other similar law now
      or hereafter in effect, 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 law, or appointing a receiver, liquidator, assignee,
      custodian, trustee or sequestrator (or similar official) of the Company or
      for any substantial part of the property of the Company, or ordering the
      winding up or liquidation of the affairs of the Company, and such decree
      or order shall remain unstayed and in effect for a period of sixty (60)
      consecutive days;

                  (6) the Company shall commence a voluntary case or proceeding
      under any applicable bankruptcy, insolvency, reorganization or other
      similar law now or hereafter in effect or any other case or proceeding to
      be adjudicated a bankrupt or insolvent, or consent to the entry of a
      decree or order for relief in an involuntary case under any such 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 law, or consent to the
      filing of such petition or to the appointment or taking possession by a
      receiver, liquidator, assignee, custodian, trustee or sequestrator (or
      similar official) of the Company or for any substantial part of the
      property of the Company, or make any general assignment for the benefit of
      creditors, or the notice by it in writing of its inability to pay its
      debts generally as they become due, or the taking of any corporate action
      by the Company in furtherance of any such action; or

                  (7) any other Event of Default specified with respect to Notes
      of any series pursuant to Section 2.05 hereof;


                                       29
<Page>

then, unless the principal of and interest on all of the Notes shall have
already become due and payable, either the Trustee or the Holders of a majority
in aggregate principal amount of the Notes of such series then outstanding, by
notice in writing to the Company (and to the Trustee if given by such Holders),
may declare the principal of and interest on all the Notes of such series to be
due and payable immediately and upon any such declaration the same shall become
immediately due and payable, anything in this Indenture or in the Notes of such
series contained to the contrary notwithstanding; provided, however, that if an
Event of Default shall have occurred and be continuing with respect to more than
one series of Notes, the Trustee or the Holders of a majority in aggregate
principal amount of the Outstanding Notes of all such series, considered as one
class, may make such declaration of acceleration, and not the Holders of the
Notes of any one of such series.

      The foregoing paragraph, however, is subject to the condition that if, at
any time after the principal of and interest on the Notes of any series shall
have been so declared due and payable, and before any judgment or decree for the
payment of the moneys due shall have been obtained or entered as hereinafter
provided, the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay all matured installments of interest upon all of the Notes of
such series and the principal of and any premium on any and all Notes of such
series which shall have become due otherwise than by acceleration (with interest
on overdue installments of interest, to the extent that payment of such interest
is enforceable under applicable law, and on such principal and applicable
premium at the rate borne by the Notes of such series to the date of such
payment or deposit) and all sums paid or advanced by the Trustee hereunder, the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, and any other amounts due the Trustee under Section 9.06
hereof, and any and all Events of Default, other than the non-payment of
principal of and accrued interest on any Notes which shall have become due
solely by acceleration of maturity, shall have been cured or waived, then and in
every such case such payment or deposit shall cause an automatic waiver of the
Event of Default and its consequences and shall cause an automatic rescission
and annulment of the acceleration of the Notes of such series; but no such
waiver or rescission and annulment shall extend to or shall affect any
subsequent default, or shall impair any right consequent thereon.

            (b) If the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company and the Trustee shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Company and the Trustee shall continue as though no such proceeding had been
taken.

      Section 8.02 COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE
DEBT.

            (a) The Company covenants that if an Event of Default described in
clause (a)(1) or (a)(2) of Section 8.01 hereof shall have occurred and be
continuing, then, upon demand of the Trustee, the Company shall pay to the
Trustee, for the benefit of the Holders of the Notes of the series with respect
to which Event of Default shall have occurred and is continuing, the whole
amount that then shall have so become due and payable on all such Notes for
principal or interest, as the case may be, with interest upon the overdue
principal and any premium and (to the extent that payment of such interest is
enforceable under applicable law) upon the overdue


                                       30
<Page>

installments of interest at the rate borne by such Notes; and, in addition
thereto, such further amounts as shall be sufficient to cover the costs and
expenses of collection, including reasonable compensation to the Trustee, its
agents, attorneys and counsel, any expenses or liabilities incurred by the
Trustee hereunder other than through its negligence or bad faith. Until such
demand is made by the Trustee, the Company may pay the principal of and interest
on such Notes to the Holders, whether or not such Notes be overdue.

            (b) In case the Company shall fail forthwith to pay such amounts
upon such demand, the Trustee, in its own name and as trustee of an express
trust, shall be entitled and empowered to institute any actions or proceedings
at law or in equity for the collection of the sums so due and unpaid, and may
enforce any such judgment or final decree against the Company or any other
obligor on such Notes and collect in the manner provided by law out of the
property of the Company or any other obligor on such Notes wherever situated,
the moneys adjudged or decreed to be payable.

            (c) In case there shall be pending proceedings relative to the
Company or any other obligor upon the Notes under Title 11 of the United States
Code or any other applicable Federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Company or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Company or such other obligor, or to the creditors or property of the Company or
such other obligor, the Trustee, irrespective of whether the principal of the
Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such proceedings or otherwise:

                  (1) to file and prove a claim or claims for the whole amount
      of the principal and interest owing and unpaid in respect of the Notes,
      and to file such other papers or documents as may be necessary or
      advisable in order to have the claims of the Trustee and of the
      Noteholders allowed in any judicial proceedings relative to the Company or
      such other obligor, or to the creditors or property of the Company or such
      other obligor; and

                  (2) to collect and receive any moneys or other property
      payable or deliverable on any such claims, and to distribute all amounts
      received with respect to the claims of the Noteholders and of the Trustee
      on their behalf; and any trustee, receiver, liquidator, custodian or other
      similar official is hereby authorized by each of the Noteholders to make
      payments to the Trustee, and, in the event that the Trustee shall consent
      to the making of the payments directly to the Noteholders, to pay to
      Trustee such amounts due pursuant to Section 9.06 hereof.

            (d) Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes of any series or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any


                                       31
<Page>

Holder in any such proceeding except to vote for the election of a trustee in
bankruptcy or similar person.

            (e) All rights of action and of asserting claims under this
Indenture, or under any of the Notes may be prosecuted and enforced by the
Trustee without the possession of any of the Notes or the production thereof at
any trial or other proceedings relative thereto, and any such action or
proceedings instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, disbursements and compensation of the Trustee and its
agents, attorneys and counsel, shall be for the ratable benefit of the Holders
of the Notes in respect of which such action was taken.

            (f) In any proceedings brought by the Trustee (and also any
proceedings involving the interpretation of any provision of this Indenture to
which the Trustee shall be a party), the Trustee shall be held to represent all
the Holders of the Notes in respect to which action was taken, and it shall not
be necessary to make any Holders of such Notes parties to any such proceedings.

      Section 8.03 APPLICATION OF PROCEEDS. Any moneys collected by the Trustee
with respect to any of the Notes pursuant to this Article shall be applied in
the following order, at the date or dates fixed by the Trustee for the
distribution of such moneys, upon presentation of the several Notes, and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid.

      FIRST: To the payment of all amounts due to the Trustee pursuant to
Section 9.06 hereof;

      SECOND: In case the principal of the outstanding Notes in respect of which
such moneys have been collected shall not have become due and be unpaid, to the
payment of interest on the Notes, in the order of the maturity of the
installments of such interest, with interest (to the extent allowed by law) upon
the overdue installments of interest at the rate borne by the Notes, such
payments to be made ratably to the persons entitled thereto, and then to the
payment to the Holders entitled thereto of the unpaid principal of and
applicable premium on any of the Notes which shall have become due (other than
Notes previously called for redemption for the payment of which moneys are held
pursuant to the provisions of this Indenture), whether at stated maturity or by
redemption, in the order of their due dates, beginning with the earliest due
date, and if the amount available is not sufficient to pay in full all Notes due
on any particular date, then to the payment thereof ratably, according to the
amounts of principal and applicable premium due on that date, to the Holders
entitled thereto, without any discrimination or privilege;

      THIRD: In case the principal of the outstanding Notes in respect of which
such moneys have been collected shall have become due, by declaration or
otherwise, to the payment of the whole amount then owing and unpaid upon the
Notes for principal and any premium and interest thereon, with interest on the
overdue principal and any premium and (to the extent allowed by law) upon
overdue installments of interest at the rate borne by the Notes; and in case
such moneys shall be insufficient to pay in full the whole amount so due and
unpaid upon the Notes, then to the payment of such principal and any premium and
interest without preference or priority of principal and any premium over
interest, or of interest over principal and any


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<Page>

premium or of any installment of interest over any other installment of
interest, or of any Note over any other Note, ratably to the aggregate of such
principal and any premium and accrued and unpaid interest; and

      FOURTH: To the payment of the remainder, if any, to the Company or its
successors or assigns, or to whomsoever may lawfully be entitled to the same, or
as a court of competent jurisdiction may determine.

      Section 8.04 LIMITATIONS ON SUITS BY NOTEHOLDERS.

            (a) No Holder of any Note of any series shall have any right by
virtue of or by availing of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such Holder previously shall have given to the Trustee
written notice of an Event of Default with respect to such Note and of the
continuance thereof, as hereinabove provided, and unless also Noteholders of a
majority in aggregate principal amount of the Notes of all series then
outstanding in respect of which an Event of Default has occurred and is
continuing, considered as one class, shall have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it
may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to institute any
such action, suit or proceeding; it being understood and intended, and being
expressly covenanted by the taker and Holder of every Note of any series with
every other taker and Holder and the Trustee, that no one or more Holders of
Notes of such series shall have any right in any manner whatever by virtue or by
availing of any provision of this Indenture to affect, disturb or prejudice the
rights of any other Holder of Notes of such series, or to obtain or seek to
obtain priority over or preference to any other such Holder or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal, ratable and common benefit of all Holders of Notes of such series. For
the protection and enforcement of the provisions of this Section, each and every
Noteholder and the Trustee shall be entitled to such relief as can be given
either at law or in equity.

            (b) Notwithstanding any other provision in this Indenture, however,
the rights of any Holder of any Note to receive payment of the principal of and
any premium and interest on such Note, on or after the respective due dates
expressed in such Note or on the applicable redemption date, or to institute
suit for the enforcement of any such payment on or after such respective dates
are absolute and unconditional, and shall not be impaired or affected without
the consent of such Holder.

      Section 8.05 SUITS FOR ENFORCEMENT. In case an Event of Default has
occurred, has not been waived and is continuing hereunder, the Trustee may in
its discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of


                                       33
<Page>

any power granted to it under this Indenture, or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

      Section 8.06 POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT WAIVER
OF DEFAULT. No right or remedy herein conferred upon or reserved to the Trustee
or to the Holders of Notes 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.

      No delay or omission of the Trustee or of any Holder of Notes to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power or shall be construed to be a
waiver of any such Event of Default or an acquiescence therein; and, subject to
Section 8.04, every right and power given by this Indenture or by law to the
Trustee or to the Holders of Notes may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Holders of Notes,
as the case may be.

      Section 8.07 DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY
OF NOTEHOLDERS.

            (a) The Holders of a majority in aggregate principal amount of the
Notes of any series at the time outstanding shall have the right to direct the
time, method, and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee;
provided, however, that if an Event of Default shall have occurred and be
continuing with respect to more than one series of Notes, the Holders of a
majority in aggregate principal amount of the Outstanding Notes of all such
series, considered as one class, shall have the right to make such direction,
and not the Holders of the Notes of any one of such series; provided, further,
that such direction shall not be otherwise than in accordance with law and the
provisions of this Indenture; and provided further that (subject to Section 9.01
hereof) the Trustee shall have the right to decline to follow any such direction
if the Trustee being advised by counsel determines that the action or proceeding
so directed may not lawfully be taken or if the Trustee in good faith by its
board of directors or trustees, executive committee, or a trust committee of
directors or trustees or responsible officers shall determine that the action or
proceeding so directed would involve the Trustee in personal liability. Nothing
in this Indenture shall impair the right of the Trustee in its discretion to
take any action deemed proper by the Trustee and which is not inconsistent with
such direction or directions by Noteholders.

            (b) The Holders of a majority in aggregate principal amount of the
Notes of any series at the time outstanding may on behalf of all of the Holders
of the Notes of such series waive any past default or Event of Default hereunder
and its consequences except a default in the payment of principal of or any
premium or interest on the Notes of such series. Upon any such waiver the
Company, the Trustee and the Holders of the Notes of such series shall be
restored to their former positions and rights hereunder, respectively, but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon. Upon


                                       34
<Page>

any such waiver, such default shall cease to exist and be deemed to have been
cured and not to be continuing, and any Event of Default arising therefrom shall
be deemed to have been cured and not to be continuing, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon.

      Section 8.08 NOTICE OF DEFAULT. The Trustee shall, within 90 days after
the occurrence of a default with respect to the Notes of any series, give to all
Holders of the Notes of such series, in the manner provided in Section 15.10,
notice of such default actually known to the Trustee, unless such default shall
have been cured or waived before the giving of such notice, the term "default"
for the purpose of this Section 8.08 being hereby defined to be any event which
is or after notice or lapse of time or both would become an Event of Default;
provided that, except in the case of default in the payment of the principal of
or any premium or interest on any of the Notes of such series, or in the payment
of any sinking or purchase fund installments, the Trustee shall be protected in
withholding such notice if and so long as its board of directors or trustees,
executive committee, or a trust committee of directors or trustees or
responsible officers in good faith determines that the withholding of such
notice is in the interests of the Holders of the Notes of such series.

      Section 8.09 UNDERTAKING TO PAY COSTS. All parties to this Indenture
agree, and each Holder of any Note by acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but this Section 8.09 shall not apply to any suit
instituted by the Trustee, or to any suit instituted by any Noteholder, or group
of Noteholders, holding in the aggregate more than 10% in principal amount of
the Notes of all series in respect of which such suit may be brought, considered
as one class, or to any suit instituted by any Noteholder for the enforcement of
the payment of the principal of or any premium or interest on any Note on or
after the due date expressed in such Note or the applicable redemption date.

      Section 8.10 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In case
the Trustee or any Holder shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee or to such
Holder, then, and in every such case, the Company, the Trustee and the Holders
shall be restored respectively to their former positions and rights hereunder,
and all rights, remedies and powers of the Company, the Trustee and the Holders
shall continue as though no such proceedings had been taken.

      Section 8.11 WAIVER OF USURY, STAY OR EXTENSION LAWS. The Company
covenants (to the extent that it may lawfully do so) that it will not at any
time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any usury, stay or extension law wherever enacted, now
or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder,


                                       35
<Page>

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 IX

                             CONCERNING THE TRUSTEE

      Section 9.01 DUTIES AND RESPONSIBILITIES OF TRUSTEE.

            (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture. If an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Indenture, and use the same degree of care and skill in their exercise,
as a prudent man would exercise or use under the circumstances in the conduct of
his own affairs.

            (b) No provisions of this Indenture shall be construed to relieve
the Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct, except that:

                  (1) prior to the occurrence of any Event of Default and after
      the curing or waiving of all Events of Default which may have occurred

                        (A) the duties and obligations of the Trustee shall be
            determined solely by the express provisions of this Indenture, and
            the Trustee shall not be liable except for the performance of such
            duties and obligations as are specifically set forth in this
            Indenture, and no implied covenants or obligations shall be read
            into this Indenture against the Trustee; and

                        (B) in the absence of bad faith or actual knowledge on
            the part of the Trustee, the Trustee may conclusively rely, as to
            the truth of the statements and the correctness of the opinions
            expressed therein, upon any certificates or opinions furnished to
            the Trustee and conforming to the requirements of this Indenture;
            but, in the case of any such certificates or opinions which by any
            provision hereof are specifically required to be furnished to the
            Trustee, the Trustee shall be under a duty to examine the same to
            determine whether or not they conform to the requirements of this
            Indenture (but need not confirm or investigate the accuracy of
            mathematical calculations or other facts stated therein);

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

                  (3) the Trustee shall not be liable with respect to any action
      taken or omitted to be taken by it in good faith in accordance with the
      direction, pursuant to this Indenture, of the Holders of a majority in
      aggregate principal amount of the Notes of any


                                       36
<Page>

      one or more series, as provided herein, including, but not limited to,
      Section 8.07 hereof 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 Notes of such series.

            (c) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

      Section 9.02 RELIANCE ON DOCUMENTS, OPINIONS, ETC. Except as otherwise
provided in Section 9.01 hereof:

            (a) the Trustee may conclusively rely and shall be protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, note 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, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless other
evidence in respect thereof is herein specifically prescribed); and any Board
Resolution may be evidenced to the Trustee by a copy thereof certified by the
Secretary or an Assistant Secretary of the Company;

            (c) the Trustee may consult with counsel of its selection and any
advice or 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 accordance with such advice or Opinion of Counsel;

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

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

            (f) prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default, 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, consent, order, approval, note or other paper or document, unless
requested in writing to do so by the Holders of a majority in aggregate
principal amount of the then


                                       37
<Page>

outstanding Notes of any series; provided that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities likely to
be incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it by
this Indenture, the Trustee may require reasonable indemnity against such
expense or liability as a condition to so proceeding;

            (g) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or through agents or attorneys;
provided that the Trustee shall not be liable for the conduct or acts of any
such agent or attorney that shall have been appointed in accordance herewith
with due care.

      Section 9.03 NO RESPONSIBILITY FOR RECITALS, ETC. The recitals contained
herein and in the Notes (except in the certificate of authentication) shall be
taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Notes. The Trustee shall not be accountable for the use or application by the
Company of any Notes or the proceeds of any Notes authenticated and delivered by
the Trustee in conformity with this Indenture.

      Section 9.04 TRUSTEE, AUTHENTICATING AGENT, PAYING AGENT OR REGISTRAR MAY
OWN NOTES. The Trustee and any Authenticating Agent or paying agent in its
individual or other capacity, may become the owner or pledgee of Notes with the
same rights it would have if it were not Trustee, Authenticating Agent or paying
agent.

      Section 9.05 MONEYS TO BE HELD IN TRUST. Subject to Section 5.05 hereof,
all moneys received by the Trustee shall, until used or applied as herein
provided, be held in trust for the purposes for which they were received, but
need not be segregated from other funds except to the extent required by law.
The Trustee may allow and credit to the Company interest on any money received
hereunder at such rate, if any, as may be agreed upon by the Company and the
Trustee from time to time as may be permitted by law.

      Section 9.06 COMPENSATION AND EXPENSES OF TRUSTEE. The Company covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as the Company and the Trustee shall from time to
time agree in writing (which shall not be limited by any law in regard to the
compensation of a trustee of an express trust), and the Company shall pay or
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
this Indenture (including the reasonable compensation and the reasonable
expenses and disbursements of its counsel and agents, including any
Authenticating Agents, and of all persons not regularly in its employ) except
any such expense, disbursement or advance as may arise from its negligence or
bad faith. The Company also covenants to indemnify each of the Trustee or any
predecessor and their agents for, and to hold it harmless against, any loss,
liability or expense incurred without negligence or bad faith on the part of the
Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim or liability. The obligations of the Company under this
Section 9.06 to compensate the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall


                                       38
<Page>

be secured by a lien prior to that of the Notes upon all property and funds held
or collected by the Trustee as such, except funds held in trust for the benefit
of the Holders of any particular Notes. The provisions of this Section 9.06
shall survive termination of this Indenture.

      Section 9.07 OFFICERS' CERTIFICATE AS EVIDENCE. Whenever in the
administration of this Indenture, the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to the taking, suffering
or omitting of any action hereunder, such matter (unless other evidence in
respect thereof is herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee, and
such Officers' Certificate, in the absence of negligence or bad faith on the
part of the Trustee, shall be full warrant to the Trustee for any action taken,
suffered or omitted by it under this Indenture in reliance thereon.

      Section 9.08 CONFLICTING INTEREST OF TRUSTEE. The Trustee shall be subject
to and shall comply with the provisions of Section 310(b) of the TIA. Nothing in
this Indenture shall be deemed to prohibit the Trustee or the Company from
making any application permitted pursuant to such section.

      Section 9.09 EXISTENCE AND ELIGIBILITY OF TRUSTEE. There shall at all
times be a Trustee hereunder which Trustee shall at all times be a corporation
organized and doing business under the laws of the United States or any State
thereof or of the District of Columbia having a combined capital and surplus of
at least $50,000,000 and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination by Federal
or State authorities. Such corporation shall have its principal place of
business in the City of St. Louis, Missouri or the Borough of Manhattan, The
City of New York, State of New York, if there be such a corporation in such
location willing to act upon reasonable and customary terms and conditions. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid authority, then for the purposes of
this Section 9.09, the combined capital and surplus shall be deemed to be as set
forth in its most recent report of condition so published. No obligor upon the
Notes or Person directly or indirectly controlling, controlled by, or under
common control with such obligor shall serve as Trustee. If at any time the
Trustee shall cease to be eligible in accordance with this Section 9.09, the
Trustee shall resign immediately in the manner and with the effect specified in
Section 9.10 hereof.

      Section 9.10 RESIGNATION OR REMOVAL OF TRUSTEE.

            (a) Pursuant to the provisions of this Article, the Trustee may at
any time resign and be discharged of the trusts created by this Indenture by
giving written notice to the Company specifying the day upon which such
resignation shall take effect, and such resignation shall take effect
immediately upon the later of the appointment of a successor trustee and such
day.

            (b) Any Trustee may be removed at any time with respect to the Notes
of any series by an instrument or concurrent instruments in writing filed with
such Trustee and signed and acknowledged by the Holders of a majority in
aggregate principal amount of the then outstanding Notes of such series or by
their attorneys in fact duly authorized.


                                       39
<Page>

            (c) So long as no Event of Default has occurred and is continuing,
and no event has occurred and is continuing that, with the giving of notice or
the lapse of time or both, would become an Event of Default, the Company may
remove any Trustee upon written notice to the Holder of each Note Outstanding
and the Trustee and appoint a successor Trustee meeting the requirements of
Section 9.09. The Company or the successor Trustee shall give notice to the
Holders, in the manner provided in Section 15.10, of such removal and
appointment within 30 days of such removal and appointment.

            (d) If at any time (i) the Trustee shall cease to be eligible in
accordance with Section 9.09 hereof and shall fail to resign after written
request therefor by the Company or by any Holder who has been a bona fide Holder
for at least six months, (ii) the Trustee shall fail to comply with Section 9.08
hereof after written request therefor by the Company or any such Holder, or
(iii) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or 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 the Trustee may be removed forthwith by an instrument or
concurrent instruments in writing filed with the Trustee and either:

                  (1) signed by the President or any Vice President of the
      Company and attested by the Secretary or an Assistant Secretary of the
      Company; or

                  (2) signed and acknowledged by the Holders of a majority in
      principal amount of outstanding Notes or by their attorneys in fact duly
      authorized.

            (e) Any resignation or removal of the Trustee shall not become
effective until acceptance of appointment by the successor Trustee as provided
in Section 9.11 hereof.

      Section 9.11 APPOINTMENT OF SUCCESSOR TRUSTEE.

            (a) If at any time the Trustee shall resign or be removed, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee.

            (b) The Company shall provide written notice of its appointment of a
Successor Trustee to the Holder of each Note Outstanding following any such
appointment.

            (c) If no appointment of a successor Trustee shall be made pursuant
to Section 9.11(a) hereof within 60 days after appointment shall be required,
any Noteholder or the resigning Trustee may apply to any court of competent
jurisdiction to appoint a successor Trustee. Said court may thereupon after such
notice, if any, as such court may deem proper and prescribe, appoint a successor
Trustee.

            (d) Any Trustee appointed under this Section 9.11 as a successor
Trustee shall be a bank or trust company eligible under Section 9.09 hereof and
qualified under Section 9.08 hereof.


                                       40
<Page>

      Section 9.12 ACCEPTANCE BY SUCCESSOR TRUSTEE.

            (a) Any successor Trustee appointed as provided in Section 9.11
hereof shall execute, acknowledge and deliver to the Company and to its
predecessor Trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor Trustee shall become
effective and such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein; but nevertheless, on the written request of the Company
or of the successor Trustee, the Trustee ceasing to act shall, upon payment of
any amounts then due it pursuant to Section 9.06 hereof, execute and deliver an
instrument transferring to such successor Trustee all the rights and powers of
the Trustee so ceasing to act. Upon request of any such successor Trustee, the
Company shall execute any and all instruments in writing in order more fully and
certainly to vest in and confirm to such successor Trustee all such rights and
powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all
property or funds held or collected by such Trustee to secure any amounts then
due it pursuant to Section 9.06 hereof.

            (b) No successor Trustee shall accept appointment as provided in
this Section 9.12 unless at the time of such acceptance such successor Trustee
shall be qualified under Section 9.08 hereof and eligible under Section 9.09
hereof.

            (c) Upon acceptance of appointment by a successor Trustee as
provided in this Section 9.12, the successor Trustee shall mail notice of its
succession hereunder to all Holders of Notes as the names and addresses of such
Holders appear on the registry books.

      Section 9.13 SUCCESSION BY MERGER, ETC.

            (a) 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 of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder without the execution or filing of any paper or any further act on the
part of any of the parties hereto, provided such corporation shall be otherwise
qualified and eligible under this Article.

            (b) If at the time such successor to the Trustee shall succeed to
the trusts created by this Indenture any of the Notes shall have been
authenticated but not delivered, any such successor to the Trustee may adopt the
certificate of authentication of any predecessor Trustee, and deliver such Notes
so authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificates
of the Trustee shall have; provided that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Notes in the name of
any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.


                                       41
<Page>

      Section 9.14 LIMITATIONS ON RIGHTS OF TRUSTEE AS A CREDITOR. The Trustee
shall be subject to, and shall comply with, the provisions of Section 311 of the
TIA.

      Section 9.15 AUTHENTICATING AGENT.

            (a) There may be one or more Authenticating Agents appointed by the
Trustee with the written consent of the Company, with power to act on its behalf
and subject to the direction of the Trustee in the authentication and delivery
of Notes in connection with transfers and exchanges under Sections 2.06, 2.07,
2.08, 2.13, 3.03, and 13.04 hereof, as fully to all intents and purposes as
though such Authenticating Agents had been expressly authorized by those
Sections to authenticate and deliver Notes. For all purposes of this Indenture,
the authentication and delivery of Notes by any Authenticating Agent pursuant to
this Section 9.15 shall be deemed to be the authentication and delivery of such
Notes "by the Trustee." Any such Authenticating Agent shall be a bank or trust
company or other Person of the character and qualifications set forth in Section
9.09 hereof.

            (b) 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 any corporation succeeding to the
corporate trust business of any Authenticating Agent, shall be the successor of
such Authenticating Agent hereunder, if such successor corporation is otherwise
eligible under this Section 9.15, without the execution or filing of any paper
or any further act on the part of the parties hereto or such Authenticating
Agent or such successor corporation.

            (c) Any Authenticating Agent may at any time resign 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 under this Section
9.15, the Trustee may, with the written consent of the Company, appoint a
successor Authenticating Agent, and upon so doing shall give written notice of
such appointment to the Company and shall mail, in the manner provided in
Section 15.10, notice of such appointment to the Holders of Notes.

            (d) The Trustee agrees to pay to each Authenticating Agent from time
to time reasonable compensation for its services, and the Trustee shall be
entitled to be reimbursed for such payments, in accordance with Section 9.06
hereof.

            (e) Sections 9.02, 9.03, 9.06, 9.07 and 9.09 hereof shall be
applicable to any Authenticating Agent.

                                    ARTICLE X

                           CONCERNING THE NOTEHOLDERS

      Section 10.01 ACTION BY NOTEHOLDERS. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Notes of any series


                                       42
<Page>

may take any action, the fact that at the time of taking any such action the
Holders of such specified percentage have joined therein may be evidenced (a) by
any instrument or any number of instruments of similar tenor executed by such
Noteholders in person or by agent or proxy appointed in writing, (b) by the
record of such Noteholders voting in favor thereof at any meeting of Noteholders
duly called and held in accordance with Article XI hereof, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of Noteholders.

      Section 10.02 PROOF OF EXECUTION BY NOTEHOLDERS.

            (a) Subject to Sections 9.01, 9.02 and 11.05 hereof, proof of the
execution of any instruments by a Noteholder or the agent or proxy for such
Noteholder shall be sufficient if made in accordance with such reasonable rules
and regulations as may be prescribed by the Trustee or in such manner as shall
be satisfactory to the Trustee. The ownership of Notes shall be proved by the
register for the Notes maintained by the Trustee.

            (b) The record of any Noteholders' meeting shall be proven in the
manner provided in Section 11.06 hereof.

      Section 10.03 PERSONS DEEMED ABSOLUTE OWNERS. Subject to Sections 2.04(f)
and 10.01 hereof, the Company, the Trustee, any paying agent and any
Authenticating Agent shall deem the person in whose name any Note shall be
registered upon the register for the Notes to be, and shall treat such person
as, the absolute owner of such Note (whether or not such Note shall be overdue)
for the purpose of receiving payment of or on account of the principal and
premium, if any, and interest on such Note, and for all other purposes; and
neither the Company nor the Trustee nor any paying agent nor any Authenticating
Agent shall be affected by any notice to the contrary. All such payments shall
be valid and effectual to satisfy and discharge the liability upon any such Note
to the extent of the sum or sums so paid.

      Section 10.04 COMPANY-OWNED NOTES DISREGARDED. In determining whether the
Holders of the requisite aggregate principal amount of outstanding Notes of any
series have concurred in any direction, consent or waiver under this Indenture,
Notes that are owned by the Company or any other obligor on the Notes or by any
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Notes shall
be disregarded and deemed not to be outstanding for the purpose of any such
determination; provided that, for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver,
only Notes which the Trustee knows are so owned shall be so disregarded. Notes
so owned which have been pledged in good faith to third parties may be regarded
as outstanding for the purposes of this Section 10.04 if the pledgee shall
establish the pledgee's right to take action with respect to such Notes and that
the pledgee is not a person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any such other
obligor. In the case of a dispute as to such right, the Trustee may rely upon an
Opinion of Counsel and an Officers' Certificate to establish the foregoing.

      Section 10.05 REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND. Except as may
be otherwise required in the case of a Global Note by the applicable rules and
regulations of the


                                       43
<Page>

Depositary, at any time prior to the taking of any action by the Holders of the
percentage in aggregate principal amount of the Notes of any series specified in
this Indenture in connection with such action, any Holder of a Note, which has
been included in the Notes the Holders of which have consented to such action
may, by filing written notice with the Trustee at the corporate trust office of
the Trustee and upon proof of ownership as provided in Section 10.02(a) hereof,
revoke such action so far as it concerns such Note. Except as aforesaid, any
such action taken by the Holder of any Note shall be conclusive and binding upon
such Holder and upon all future Holders and owners of such Note and of any Notes
issued in exchange, substitution or upon registration of transfer therefor,
irrespective of whether or not any notation thereof is made upon such Note or
such other Notes.

      Section 10.06 RECORD DATE FOR NOTEHOLDER ACTS. If the Company shall
solicit from the Noteholders any request, demand, authorization, direction,
notice, consent, waiver or other act, the Company may, at its option, by Board
Resolution, fix in advance a record date for the determination of Noteholders
entitled to give such request, demand, authorization, direction, notice,
consent, waiver or other act, but the Company shall have no obligation to do so.
If such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other act may be given before or after the record
date, but only the Noteholders of record at the close of business on the record
date shall be deemed to be Noteholders for the purpose of determining whether
Holders of the requisite aggregate principal amount of outstanding Notes have
authorized or agreed or consented to such request, demand, authorization,
direction, notice, consent, waiver or other act, and for that purpose the
outstanding Notes shall be computed as of the record date; provided that no such
request, demand, authorization, direction, notice, consent, waiver or other act
by the Noteholders on the record date shall be deemed effective unless it shall
become effective pursuant to this Indenture not later than six months after the
record date. Any such record date shall be at least 30 days prior to the date of
the solicitation to the Noteholders by the Company.

                                   ARTICLE XI

                              NOTEHOLDERS' MEETING

      Section 11.01 PURPOSES OF MEETINGS. A meeting of Noteholders may be called
at any time and from time to time pursuant to this Article XI for any of the
following purposes:

            (a) to give any notice to the Company or to the Trustee, or to give
any directions to the Trustee, or to consent to the waiving of any Event of
Default hereunder and its consequences, or to take any other action authorized
to be taken by Noteholders pursuant to Article XIII;

            (b) to remove the Trustee pursuant to Article IX;

            (c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to Section 13.02 hereof; or


                                       44
<Page>

            (d) to take any other action authorized to be taken by or on behalf
of the Holders of any specified aggregate principal amount of the Notes of any
series, as the case may be, under any other provision of this Indenture or under
applicable law.

      Section 11.02 CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time
call a meeting of Holders of Notes to take any action specified in Section 11.01
hereof, to be held at such time and at such place as the Trustee shall
determine. Notice of every such meeting of Noteholders, setting forth the time
and the place of such meeting and in general terms the action proposed to be
taken at such meeting, shall be given to Holders of the Notes that may be
affected by the action proposed to be taken at such meeting in the manner
provided in Section 15.10 hereof. Such notice shall be given not less than 20
nor more than 90 days prior to the date fixed for such meeting.

      Section 11.03 CALL OF MEETINGS BY COMPANY OR NOTEHOLDERS. If at any time
the Company, pursuant to a Board Resolution, or the Holders of at least 10% in
aggregate principal amount of the Notes of all series then outstanding,
considered as one class, shall have requested the Trustee to call a meeting of
Noteholders, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed the
notice of such meeting within 20 days after receipt of such request, then the
Company or such Noteholders may determine the time and the place for such
meeting and may call such meeting to take any action authorized in Section 11.01
hereof, by giving notice thereof as provided in Section 11.02 hereof.

      Section 11.04 QUALIFICATIONS FOR VOTING. To be entitled to vote at any
meetings of Noteholders a Person shall (a) be a Holder of one or more Notes
affected by the action proposed to be taken or (b) be a Person appointed by an
instrument in writing as proxy by a Holder of one or more such Notes. The only
Persons who shall be entitled to be present or to speak at any meeting of
Noteholders shall be the Persons entitled to vote at such meeting and their
counsel and any representatives (including employees) of the Trustee and its
counsel and any representatives (including employees) of the Company and its
counsel.

      Section 11.05 REGULATIONS.

            (a) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Noteholders in regard to proof of the holding of Notes and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

            (b) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by the Noteholders as provided in Section 11.03 hereof, in which
case the Company or Noteholders calling the meeting, as the case may be, shall
in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by the Holders of a majority
in aggregate principal amount of the Notes present in person or by proxy at the
meeting.


                                       45
<Page>

            (c) Subject to Section 10.04 hereof, at any meeting each Noteholder
or proxy shall be entitled to one vote for each $1,000 principal amount of Notes
held or represented by such Noteholder; provided that no vote shall be cast or
counted at any meeting in respect of any Note determined to be not outstanding.
The chairman of the meeting shall have no right to vote other than by virtue of
Notes held by such chairman or instruments in writing as aforesaid duly
designating such chairman as the person to vote on behalf of other Noteholders.
At any meeting of Noteholders duly called pursuant to Section 11.02 or 11.03
hereof, the presence of persons holding or representing Notes in an aggregate
principal amount sufficient to take action on any business for the transaction
for which such meeting was called shall constitute a quorum. Any meeting of
Noteholders duly called pursuant to Section 11.02 or 11.03 hereof may be
adjourned from time to time by the Holders of a majority in aggregate principal
amount of the Notes present in person or by proxy at the meeting, whether or not
constituting a quorum, and the meeting may be held as so adjourned without
further notice.

      Section 11.06 VOTING. The vote upon any resolution submitted to any
meeting of Noteholders shall be by written ballots on which shall be subscribed
the signatures of the Holders of Notes or of their representatives by proxy and
the principal amount of Notes held or represented by them. The permanent
chairman of the meeting shall appoint two inspectors of votes who shall count
all votes cast at the meeting for or against any resolution and who shall make
and file with the secretary of the meeting their verified written reports in
duplicate of all votes cast at the meeting. A record in duplicate of the
proceedings of such meeting of Noteholders shall be prepared by the secretary of
the meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 11.02 hereof. The record shall show the aggregate principal amount of
the Notes voting in favor of or against any resolution. The record shall be
signed and verified by the affidavits of the permanent chairman and secretary of
the meeting and one of the duplicates shall be delivered to the Company and the
other to the Trustee to be preserved by the Trustee and the Trustee shall have
the ballots taken at the meeting attached to such duplicate. Any record so
signed and verified shall be conclusive evidence of the matters therein stated.

      Section 11.07 RIGHTS OF TRUSTEE OR NOTEHOLDERS NOT DELAYED. Nothing in
this Article XI shall be deemed or construed to authorize or permit, by reason
of any call of a meeting of Noteholders or any rights expressly or impliedly
conferred hereunder to make such call, any hindrance or delay in the exercise of
any right or rights conferred upon or reserved to the Trustee or to the Holders
of Notes under any of the provisions of this Indenture or of the Notes.

                                   ARTICLE XII

               CONSOLIDATION, MERGER, SALE, TRANSFER OR CONVEYANCE

      Section 12.01 COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. The
Company shall not consolidate with or merge into any other corporation or sell
or otherwise dispose of its properties as or substantially as an entirety to any
Person unless the Company has delivered to the Trustee an Officers' Certificate
and an Opinion of Counsel each stating that such consolidation, merger,
conveyance or transfer and the supplemental indenture referred to in


                                       46
<Page>

clause (b) below comply with this Article XII and that all conditions precedent
herein provided for have been complied with, and the corporation formed by such
consolidation or into which the Company is merged or the Person which receives
such properties pursuant to such sale, transfer or other disposition (a) shall
be a corporation organized and existing under the laws of the United States of
America, any state thereof or the District of Columbia; and (b) shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
payment of the principal of and premium and interest on all of the Notes and the
performance of every covenant of this Indenture on the part of the Company to be
performed or observed.

      Section 12.02 SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation or
merger, or any sale, transfer or other disposition of the properties of the
Company substantially as an entirety in accordance with Section 12.01 hereof,
the successor corporation formed by such consolidation or into which the Company
is merged or the Person to which such sale, transfer or other disposition 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 corporation or Person had been named as the Company herein and the
Company shall be released from all obligations hereunder.

                                  ARTICLE XIII

                             SUPPLEMENTAL INDENTURES

      Section 13.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

            (a) The Company, when authorized by Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

                  (1) to make such provision in regard to matters or questions
      arising under this Indenture as may be necessary or desirable, and not
      inconsistent with this Indenture or prejudicial to the interests of the
      Holders in any material respect, for the purpose of supplying any
      omission, curing any ambiguity, or curing, correcting or supplementing any
      defective or inconsistent provision;

                  (2) to change or eliminate any of the provisions of this
      Indenture, provided that any such change or elimination shall become
      effective only when there is no Note outstanding created prior to the
      execution of such supplemental indenture which is entitled to the benefit
      of such provision or such change or elimination is applicable only to
      Notes issued after the effective date of such change or elimination;

                  (3) to establish the form of Notes of any series as permitted
      by Section 2.01 hereof or to establish or reflect any terms of any Note of
      any series determined pursuant to Section 2.05 hereof;


                                       47
<Page>

                  (4) to evidence the succession of another corporation to the
      Company as permitted hereunder, and the assumption by any such successor
      of the covenants of the Company herein and in the Notes;

                  (5) to grant to or confer upon the Trustee for the benefit of
      the Holders any additional rights, remedies, powers or authority;

                  (6) to permit the Trustee to comply with any duties imposed
      upon it by law;

                  (7) to specify further the duties and responsibilities of, and
      to define further the relationships among, the Trustee, any Authenticating
      Agent and any paying agent, and to evidence the succession of a successor
      Trustee as permitted hereunder;

                  (8) to add to the covenants of the Company for the benefit of
      the Holders of one or more series of Notes, to add to the security for all
      of the Notes, to surrender a right or power conferred on the Company
      herein or to add any Event of Default with respect to one or more series
      of Notes; and

                  (9) to make any other change that is not prejudicial to the
      Holders.

            (b) The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer and assignment of any property thereunder, but the Trustee
shall not be obligated to enter into any such supplemental indenture which
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

            (c) Any supplemental indenture authorized by this Section 13.01 may
be executed by the Company and the Trustee without the consent of the Holders of
any of the Notes at the time outstanding, notwithstanding any of the provisions
of Section 13.02 hereof.

      Section 13.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.

            (a) With the consent (evidenced as provided in Section 10.01 hereof)
of the Holders of a majority in aggregate principal amount of the Notes of all
series at the time outstanding, considered as one class, the Company, when
authorized by Board Resolution, and the Trustee may from time to time and at any
time 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 any supplemental indenture or of modifying
or waiving in any manner the rights of the Noteholders; provided, however, that
if there shall be Notes of more than one series Outstanding hereunder and if a
proposed supplemental indenture shall directly affect the rights of the Holders
of Notes of one or more, but less than all, of such series, then the consent
only of the Holders of a majority in aggregate principal amount of the
Outstanding Notes of all series so directly affected, considered as one class,
shall be required; provided further that no such supplemental indenture shall:


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                  (1) change the Stated Maturity of any Note, or reduce the rate
      (or change the method of calculation thereof) or extend the time of
      payment of interest thereon, or reduce the principal amount thereof or any
      premium thereon, or change the coin or currency in which the principal of
      any Note or any premium or interest thereon is payable, or change the date
      on which any Note may be redeemed or adversely affect the rights of the
      Noteholders to institute suit for the enforcement of any payment of
      principal of or any premium or interest on any Note, in each case without
      the consent of the Holder of each Note so affected; or

                  (2) modify this Section 13.02(a) or reduce the aforesaid
      percentage of Notes, the Holders of which are required to consent to any
      such supplemental indenture or to reduce the percentage of Notes, the
      Holders of which are required to waive Events of Default, in each case,
      without the consent of the Holders of all of the Notes affected thereby
      then outstanding.

            (b) Upon the request of the Company, accompanied by a copy of the
Board Resolution authorizing the execution of any such supplemental indenture,
and upon the filing with the Trustee of evidence of the consent of Noteholders
as aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

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

            (d) It shall not be necessary for the consent of the Holders of
Notes under this Section 13.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall approve
the substance thereof.

            (e) Promptly after the execution by the Company and the Trustee of
any supplemental indenture pursuant to this Section 13.02, the Trustee shall
give notice in the manner provided in Section 15.10 hereof, setting forth in
general terms the substance of such supplemental indenture, to all Noteholders.
Any failure of the Trustee to give such notice or any defect therein shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

      Section 13.03 COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
INDENTURES. Any supplemental indenture executed pursuant to this Article XIII
shall comply with the TIA. Upon the execution of any supplemental indenture
pursuant to this Article XIII, the Indenture shall be and be deemed to be
modified and amended in accordance therewith and the respective rights,
limitations of rights, obligations, duties and immunities under this Indenture
of the Trustee, the Company and the Noteholders shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the


                                       49
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terms and conditions of any such supplemental indenture shall be and be deemed
to be part of the terms and conditions of this Indenture for any and all
purposes.

      Section 13.04 NOTATION ON NOTES. Notes of any series authenticated and
delivered after the execution of any supplemental indenture pursuant to this
Article XIII may 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 Notes of any series so modified as approved by the Trustee and
the Board of Directors with respect to any modification of this Indenture
contained in any such supplemental indenture may be prepared and executed by the
Company, authenticated by the Trustee and delivered in exchange for the Notes of
such series then outstanding.

      Section 13.05 EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE
FURNISHED TRUSTEE. The Trustee, subject to Sections 9.01 and 9.02 hereof, may
receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant hereto complies with
the requirements of this Article XIII.

                                   ARTICLE XIV

                           IMMUNITY OF INCORPORATORS,
                      STOCKHOLDERS, OFFICERS AND DIRECTORS

      Section 14.01 INDENTURE AND NOTES SOLELY CORPORATE OBLIGATIONS. No
recourse for the payment of the principal of or any premium or interest on any
Note, or for any claim based thereon or otherwise in respect thereof, and no
recourse under or upon any obligation, covenant or agreement of the Company,
contained in this Indenture, or in any supplemental indenture, or in any Note,
or because of the creation of any indebtedness represented thereby, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company or any successor corporation, whether by virtue
of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such
liability is hereby expressly waived and released as a condition of, and as a
consideration for, the execution of this Indenture and the issuance of the
Notes.

                                   ARTICLE XV

                            MISCELLANEOUS PROVISIONS

      Section 15.01 PROVISIONS BINDING ON COMPANY'S SUCCESSORS. All the
covenants, stipulations, promises and agreements made by the Company in this
Indenture shall bind its successors and assigns whether so expressed or not.

      Section 15.02 OFFICIAL ACTS BY SUCCESSOR CORPORATION. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful successor of the
Company.


                                       50
<Page>

      Section 15.03 NOTICES. Any notice or demand which by any provision of this
Indenture is required or permitted to be given or served by the Trustee or by
the Noteholders on the Company may be given or served by being deposited postage
prepaid in a post office letter box addressed (until another address is filed by
the Company with the Trustee) at the Principal Executive Offices of the Company,
to the attention of the Secretary. Any notice, direction, request or demand by
any Noteholder or the Company to or upon the Trustee shall be deemed to have
been sufficiently given or made, for all purposes, if given or made in writing
at the corporate trust office of the Trustee, Attention: Corporate Trust
Administration.

      Section 15.04 GOVERNING LAW. This Indenture and each Note shall be
governed by and deemed to be a contract under, and construed in accordance with,
the laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of said State without regard to conflicts of law
principles thereof.

      Section 15.05 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

            (a) Upon any application or demand by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee
an Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture (including any covenants compliance with which constitutes
a condition precedent) relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

            (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (other than the certificates delivered pursuant
to Section 6.06 hereof) shall include (1) a statement that each Person making
such certificate or opinion has read such covenant or condition and the
definitions 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 Person, such Person has made such examination or
investigation as is necessary to enable such Person 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 or not, in the opinion of each such Person,
such condition or covenant has been complied with.

            (c) 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.

            (d) 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 such certificate or opinion is based are
erroneous. Any such certificate or opinion of counsel delivered under the


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<Page>

Indenture 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 person knows, or in the exercise of
reasonable care should know, that the certificate or opinion of representations
with respect to such matters are erroneous. Any opinion of counsel delivered
hereunder may contain standard exceptions and qualifications reasonably
satisfactory to the Trustee.

            (e) Any certificate, statement or opinion of any officer of the
Company, or of counsel, may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an independent
public accountant or firm of accountants, unless such officer or counsel, as the
case may be, knows that the certificate or opinions or representations with
respect to the accounting matters upon which the certificate, statement or
opinion of such officer or counsel may be based as aforesaid are erroneous, or
in the exercise of reasonable care should know that the same are erroneous. Any
certificate or opinion of any firm of independent public accountants filed with
the Trustee shall contain a statement that such firm is independent.

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

      Section 15.06 BUSINESS DAYS. Unless otherwise provided pursuant to Section
2.05(c) hereof, in any case where the date of Maturity of the principal of or
any premium or interest on any Note or the date fixed for redemption of any Note
is not a Business Day, then payment of such principal or any premium or interest
need not be made on such date but may be made on the next succeeding Business
Day with the same force and effect as if made on the date of Maturity or the
date fixed for redemption, and, in the case of timely payment thereof, no
interest shall accrue for the period from and after such Interest Payment Date
or the date on which the principal or premium of the Note is required to be
paid.

      Section 15.07 TRUST INDENTURE ACT TO CONTROL. If and to the extent that
any provision of this Indenture limits, qualifies or conflicts with the duties
imposed by the TIA, such required provision of the TIA shall govern.

      Section 15.08 TABLE OF CONTENTS, HEADINGS, ETC. The table of contents and
the titles and headings of the articles and sections of this Indenture have been
inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

      Section 15.09 EXECUTION IN COUNTERPARTS. This Indenture may be executed in
any number of counterparts, each of which shall be an original, but such
counterparts shall together constitute but one and the same instrument.

      Section 15.10 MANNER OF MAILING NOTICE TO NOTEHOLDERS.

            (a) Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or the Company to or
on the Holders of Notes, as the case may be, shall be given or served by
first-class mail, postage prepaid, addressed to the Holders of such Notes at
their last addresses as the same appear on the register for the Notes


                                       52
<Page>

referred to in Section 2.06, and any such notice shall be deemed to be given or
served by being deposited in a post office letter box in the form and manner
provided in this Section 15.10. In case by reason of the suspension of regular
mail service or by reason of any other cause it shall be impracticable to give
notice to any Holder by mail, then such notification to such Holder as shall be
made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.

            (b) The Company shall also provide any notices required under this
Indenture by publication, but only to the extent that such publication is
required by the TIA, the rules and regulations of the Commission or any
securities exchange upon which any series of Notes is listed.

      Section 15.11 APPROVAL BY TRUSTEE OF COUNSEL. Wherever the Trustee is
required to approve counsel who is to furnish evidence of compliance with
conditions precedent in this Indenture, such approval by the Trustee shall be
deemed to have been given upon the taking of any action by the Trustee pursuant
to and in accordance with the certificate or opinion so furnished by such
counsel.


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<Page>

      IN WITNESS WHEREOF, AMEREN CORPORATION has caused this Indenture to be
signed and acknowledged by its vice president, and attested by its assistant
secretary, and THE BANK OF NEW YORK has caused this Indenture to be signed and
acknowledged by its Vice President, as of the day and year first written above.

                                    AMEREN CORPORATION


                                    By  /s/ Jerre E. Birdsong
                                       _______________________________________
                                        Vice President and Treasurer


ATTEST:

/s/ Ronald K. Evans
--------------------------------
Assistant Secretary




                                    THE BANK OF NEW YORK,
                                          AS TRUSTEE


                                    By  /s/ Robert A. Massimillo
                                       _______________________________________
                                        Vice President