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                                                                 EXHIBIT 4.3.1.1

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                       ORANGE AND ROCKLAND UTILITIES, INC.


                                       AND


                            THE CHASE MANHATTAN BANK,
                                     TRUSTEE


                                    INDENTURE

                            DATED AS OF JUNE 15, 2000


                          PROVIDING FOR THE ISSUANCE OF
                                 DEBT SECURITIES


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                             CROSS REFERENCE SHEET*

                                     Between

                   Provisions of Trust Indenture Act of 1939,
                                   As Amended.

                                       and

                   Indenture dated as of June 15, 2000 between
                       Orange and Rockland Utilities, Inc.
                          and The Chase Manhattan Bank,
                                     Trustee

     SECTION OF ACT                                SECTION OF INDENTURE
     --------------                                --------------------
     310 (a) (1) and (2)                           4.04 and 7.08
     310 (a) (3) and (4)                           Not Applicable
     310 (b)                                       7.07 and 7.09(b)
     310 (c)                                       Not Applicable
     311 (a) and (b)                          7.12
     311 (c)                                       Not Applicable
     312 (a)                                       5.01 and 5.02 (a)
     312 (b) and (c)                          5.02 (b) and (c)
     313 (a) (1), (2), (3), (5), (6) and (7)       5.04 (a)
     313 (a) (6)                                   Not Applicable
     313 (b) (1)                                   Not Applicable
     313 (b) (2)                                   5.04 (b)
     313 (c)                                       5.04 (c)
     313 (d)                                       5.04 (d)
     314 (a)                                       5.03
     314 (b)                                       Not Applicable
     314 (c) (1) and (2)                           15.06
     314 (c) (3)                                   Not Applicable
     314 (d)                                       Not Applicable
     314 (e)                                       15.06
     314 (f)                                       Not Applicable
     315 (a), (c) and (d)                          7.01
     315 (b)                                       6.07
     315 (e)                                       6.08
     316 (a) (1)                                   6.06
     316 (a) (2)                                   Omitted
     316 (a) last paragraph                   8.04
     316 (b)                                       6.04
     317 (a)                                       6.02
     317 (b)                                       4.05 and 7.05
     318 (a)                                       15.07


* This Cross Reference Sheet is not part of the Indenture.

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                                      - i -

                                    TABLE OF CONTENTS*

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

RECITALS.............................................................................    1

                                        ARTICLE ONE

                                        DEFINITIONS

SECTION 1.01.     Certain Terms Defined..............................................    1

          Board of Directors.........................................................    1
          Board Resolution...........................................................    2
          Company....................................................................    2
          Company Order..............................................................    2
          Corporation................................................................    2
          Depositary.................................................................    2
          Event of Default...........................................................    2
          Global Security............................................................    2
          Indenture..................................................................    3
          Interest...................................................................    3
          Interest Payment Date......................................................    3
          Officers' Certificate......................................................    3
          Opinion of Counsel.........................................................    3
          Original Issue Discount Security...........................................    3
          Outstanding................................................................    3
          Person.....................................................................    4
          Principal Office of the Company............................................    4
          Record Date................................................................    4
          Registered Holder..........................................................    4
          Responsible Officer........................................................    4
          Securityholder.............................................................    5
          Security Register..........................................................    5
          Successor..................................................................    5
          Trustee....................................................................    5
          Trust Indenture Act of 1939................................................    5
          Vice President.............................................................    5
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* The Table of Contents is not part of the Indenture.

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                                     - ii -

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                                        ARTICLE TWO

                        ISSUE, DESCRIPTION, EXECUTION, EXCHANGE AND
                          REGISTRATION OF TRANSFER OF SECURITIES

SECTION 2.01.     Authentication, Delivery and Dating................................    5
SECTION 2.02.     Forms Generally....................................................    7
SECTION 2.03.     Amount; Terms of Series............................................    8
SECTION 2.04.     Execution..........................................................   10
SECTION 2.05.     Exchange, Registration and Registration of Transfer................   10
SECTION 2.06.     Temporary Securities...............................................   12
SECTION 2.07.     Mutilated, Destroyed, Lost and Stolen Securities...................   12
SECTION 2.08.     Cancellation of Surrendered Securities; Destruction Thereof........   13
SECTION 2.09.     Extension of Interest Payment Period...............................   13

                                       ARTICLE THREE

                        REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 3.01.     Applicability of Right of Redemption...............................   14
SECTION 3.02.     Election to Redeem; Notice of Redemption; Partial Redemption.......   14
SECTION 3.03.     Payment of Securities Called for Redemption........................   15
SECTION 3.04.     Applicability of Sinking Fund......................................   15
SECTION 3.05.     Satisfaction of Mandatory Sinking Fund Payments with Securities....   16
SECTION 3.06.     Redemption of Securities for Sinking Funds.........................   16

                                       ARTICLE FOUR

                            PARTICULAR COVENANTS OF THE COMPANY

SECTION 4.01.     Payment of Principal, Premium, if any, and Interest................   17
SECTION 4.02.     Office or Agency for Certain Purposes..............................   17
SECTION 4.03.     Maintenance of Corporate Existence.................................   17
SECTION 4.04.     Appointments to Fill Vacancies in Trustee's Office.................   17
SECTION 4.05.     Provisions as to Paying Agent......................................   17
SECTION 4.06.     Annual Officers' Certificate to Trustee............................   18
SECTION 4.07.     Reports to Be Furnished Securityholders............................   18
SECTION 4.08.     Restriction on Secured Indebtedness for Borrowed Money.............   19
SECTION 4.09.     Further Assurances.................................................   19

                                       ARTICLE FIVE

           SECURITYHOLDERS' LISTS, COMMUNICATIONS TO SECURITYHOLDERS,
                   AND REPORTS BY THE COMPANY AND THE TRUSTEE

SECTION 5.01.     Company to Furnish Trustee Information
                    as to Names and Addresses of Securityholders.....................   19
SECTION 5.02.     Preservation of Information;
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                    Communications to Securityholders................................   20
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                                     - iii -

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SECTION 5.03.     Reports by Company.................................................   20
SECTION 5.04.     Reports by Trustee.................................................   20

                                        ARTICLE SIX

                                REMEDIES OF THE TRUSTEE AND
                            SECURITYHOLDERS ON EVENT OF DEFAULT

SECTION 6.01.     Events of Default Defined; Acceleration
                    of Maturity; Waiver of Default...................................   21
SECTION 6.02.     Collection of Indebtedness by Trustee;
                    Trustee May Prove Debt...........................................   23
SECTION 6.03.     Application of Proceeds............................................   24
SECTION 6.04.     Limitations on Suits by Securityholders............................   25
SECTION 6.05.     Powers and Remedies Cumulative; Delay or
                    Omission Not Waiver..............................................   25
SECTION 6.06.     Control by Securityholders; Waiver of Default......................   25
SECTION 6.07.     Trustee to Give Notice of Defaults Known to It,
                    but May Withhold in Certain Circumstances........................   26
SECTION 6.08.     Right of Court to Require Filing of Undertaking to Pay Costs.......   26

                                       ARTICLE SEVEN

                                  CONCERNING THE TRUSTEE

SECTION 7.01.     Duties and Responsibilities of Trustee.............................   27
SECTION 7.02.     Certain Rights of Trustee..........................................   28
SECTION 7.03.     Trustee Not Responsible for Recitals, etc..........................   29
SECTION 7.04.     Trustee and Others May Hold Securities.............................   29
SECTION 7.05.     Moneys Held by Trustee or Paying Agent.............................   29
SECTION 7.06.     Compensation of Trustee and Its Lien...............................   29
SECTION 7.07.     Disqualification; Conflicting Interests............................   30
SECTION 7.08.     Persons Eligible for Appointment as Trustee........................   30
SECTION 7.09.     Resignation and Removal of Trustee; Appointment of Successor.......   31
SECTION 7.10.     Acceptance of Appointment by Successor Trustee.....................   32
SECTION 7.11.     Merger, Conversion or Consolidation of Trustee.....................   32
SECTION 7.12.     Preferential Collection of Claims Against Company..................   33

                                       ARTICLE EIGHT

                              CONCERNING THE SECURITYHOLDERS

SECTION 8.01.     Evidence of Action Taken by Securityholders........................   33
SECTION 8.02.     Proof of Execution of Instruments and of Holding of Securities.....   33
SECTION 8.03      Registered Holders of Securities May Be Treated As Owners..........   34
SECTION 8.04.     Securities Owned by Company Deemed Not Outstanding.................   34
SECTION 8.05.     Right of Revocation of Action Taken................................   35
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                                     - iv -

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                                       ARTICLE NINE

                                 SECURITYHOLDERS' MEETINGS

SECTION 9.01.     Purposes for Which Securityholders' Meetings May Be Called.........   35
SECTION 9.02.     Call of Meetings by Trustee........................................   35
SECTION 9.03.     Company and Securityholders May Call Meeting.......................   36
SECTION 9.04.     Persons Entitled to Vote at Meeting................................   36
SECTION 9.05.     Determination of Voting Rights; Conduct and Adjournment of
                    Meeting..........................................................   36
SECTION 9.06.     Counting Vote and Recording Action of Meeting......................   37

                                        ARTICLE TEN

                                  SUPPLEMENTAL INDENTURES

SECTION 10.01.    Supplemental Indentures Without Consent of Securityholders.........   37
SECTION 10.02.    Supplemental Indentures With Consent of Securityholders............   39
SECTION 10.03.    Effect of Supplemental Indentures..................................   40
SECTION 10.04.    Notation on Securities in Respect of Supplemental Indentures.......   40
SECTION 10.05.    Opinion of Counsel to Be Given Trustee.............................   40

                                      ARTICLE ELEVEN

                              CONSOLIDATION, MERGER AND SALE

SECTION 11.01.    Company May Consolidate or Merge, etc..............................   40
SECTION 11.02.    Conditions to Consolidation or Merger, etc.........................   40
SECTION 11.03.    Documents and Opinion to Be Furnished to the Trustee...............   41

                                      ARTICLE TWELVE

                         SATISFACTION AND DISCHARGE OF INDENTURE;
                               DEFEASANCE; UNCLAIMED MONEYS

SECTION 12.01.    Satisfaction and Discharge of Indenture............................   42
SECTION 12.02.    Defeasance.........................................................   42
SECTION 12.03.    Application by Trustee of Funds Deposited for Payment
                    of Securities....................................................   42
SECTION 12.04.    Repayment of Moneys Held by Paying Agent...........................   43
SECTION 12.05.    Return of Unclaimed Moneys.........................................   43

                                     ARTICLE THIRTEEN

                         IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                                  OFFICERS AND DIRECTORS

SECTION 13.01.    Personal Immunity from Liability of Incorporators,
                    Stockholders, etc................................................   43
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                                     ARTICLE FOURTEEN

                                       SUBORDINATION

SECTION 14.01.    Securities Subordinated to Senior Debt.............................   43
SECTION 14.02.    Events of Subordination............................................   44
SECTION 14.03.    Subrogation........................................................   45
SECTION 14.04.    Obligation of Company Unconditional................................   45
SECTION 14.05.    Payments on Subordinated Securities Permitted......................   46
SECTION 14.06.    Effectuation of Subordination by Trustee...........................   46
SECTION 14.07.    Knowledge of Trustee...............................................   46
SECTION 14.08.    Trustee's Relation to Senior Indebtedness..........................   47
SECTION 14.09.    Rights of Holders of Senior Indebtedness Not Impaired..............   47

                                      ARTICLE FIFTEEN

                                 MISCELLANEOUS PROVISIONS

SECTION 15.01.    Successors.........................................................   47
SECTION 15.02.    Benefits of Indenture Restricted to Parties and Securityholders....   47
SECTION 15.03.    Payments Due on Sundays and Holidays...............................   48
SECTION 15.04.    Notices and Demands on Company and Trustee.........................   48
SECTION 15.05.    Law of New York to Govern..........................................   48
SECTION 15.06.    Officers' Certificates and Opinions of Counsel; Statements
                    to Be Contained Therein..........................................   48
SECTION 15.07.    Conflict of any Provision of Indenture with Trust
                    Indenture Act of 1939............................................   49
SECTION 15.08.    Counterparts.......................................................   49
SECTION 15.09.    Severability.......................................................   49


TESTIMONIUM..........................................................................   50
SIGNATURES AND SEALS.................................................................   50
ACKNOWLEDGMENTS......................................................................   51
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          THIS INDENTURE, dated as of June 15, 2000, between ORANGE AND ROCKLAND
UTILITIES, INC., a corporation organized and existing under the laws of the
State of New York (herein called the "Company"), and THE CHASE MANHATTAN BANK, a
banking corporation organized and existing under the laws of the State of New
York (herein called the "Trustee"):

          WHEREAS, the Company has duly authorized the execution and delivery of
this Indenture to provide for the issuance in one or more series from time to
time of its unsecured debentures, notes or other evidences of indebtedness
(hereinafter called the "Securities") and to provide the general terms and
conditions upon which the Securities are to be authenticated, issued and
delivered;

          WHEREAS, the Trustee has power to enter into this Indenture and to
accept and execute the trusts herein created; and

          WHEREAS, the Company represents that all acts and things necessary to
make the Securities, when executed by the Company and authenticated and
delivered by the Trustee as in this Indenture provided, and duly issued by the
Company, the valid, binding and legal obligations of the Company will, at the
time of such execution, authentication and delivery, have been done and
performed; that all acts and things necessary to constitute these presents a
valid indenture and agreement according to its terms have been done and
performed; that the execution of this Indenture by the Company has in all
respects been duly authorized; and that the issue hereunder of the Securities
will, at the time of the issue thereof, have in all respects been duly
authorized; and the Company, in the exercise of each and every legal right and
power in it vested, executes this Indenture and proposes to make, execute, issue
and deliver the Securities;

          NOW, THEREFORE:

          In consideration of the premises, of the purchase and acceptance of
the Securities by the holders thereof and of the sum of $1 duly paid by the
Trustee at the execution of these presents, 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
Securities or of any series thereof, as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

          SECTION 1.01. CERTAIN TERMS DEFINED. The following terms (except as
herein otherwise expressly provided or unless the context otherwise requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture which are defined (either directly or by reference) in
the Trust Indenture Act of 1939 (except as herein otherwise expressly provided
or unless the context otherwise requires) shall have the meanings so assigned to
such terms.

BOARD OF DIRECTORS:

          The term "Board of Directors" shall mean the Board of Directors of the
Company or any duly authorized committee of such Board.

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BOARD RESOLUTION:

          The term "Board Resolution" means a copy of a resolution or
resolutions 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.

COMPANY:

          The term "Company" shall mean the person named as the Company in the
first paragraph of this instrument until a successor corporation shall have
become such pursuant to Article Eleven of this Indenture, and thereafter
"Company" shall mean such successor corporation.

COMPANY ORDER:

          The term "Company Order" shall mean the written order, request or
instruction of the Company signed on behalf of the Company by its Chairman of
the Board, Vice Chairman, President or a Vice President and by its Treasurer or
an Assistant Treasurer or its Secretary or an Assistant Secretary.

CORPORATION:

          The term "corporation" shall mean any corporation, voluntary
association, joint stock company, business trust or other similar organization.

DEPOSITARY:

          The term "Depositary" shall mean, with respect to the Securities of
any series issuable or issued in whole or in part in the form of one or more
Global Securities, the person designated as Depositary by the Company pursuant
to Section 2.03 until a successor Depositary shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Depositary" shall
mean or include each person who is then a Depositary hereunder, and if at any
time there is more than one such person, "Depositary" as used with respect to
the Securities of any such series shall mean the Depositary with respect to the
Securities of that series.

EVENT OF DEFAULT:

          The term "Event of Default" shall mean any event specified in Section
6.01, continued for the period of time, if any, and after the giving of the
notice, if any, therein designated.

GLOBAL SECURITY:

          The term "Global Security" shall mean a Security evidencing all or
part of a series of Securities issued to a Depositary for such series in
accordance with Section 2.01.

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                                      - 3 -

INDENTURE:

          The term "Indenture" shall mean this instrument as originally executed
or as it may from time to time be supplemented and amended by one or more
indentures supplemental hereto pursuant to Article Ten hereof and shall include
the form and terms of particular series of Securities established as
contemplated in Section 2.03.

INTEREST:

          The term "interest", when used with respect to an Original Issue
Discount Security which by its terms bears interest only after maturity, shall
mean interest payable after maturity.

INTEREST PAYMENT DATE:

          The term "interest payment date" when used with respect to any
Security or any instalment of interest thereon shall mean the date specified in
such Security as the fixed date on which such instalment of interest is due and
payable.

OFFICERS' CERTIFICATE:

          The term "Officers' Certificate" shall mean a certificate signed by
the Chairman of the Board, Vice Chairman, President or any Vice President and by
the Treasurer or an Assistant Treasurer or the Secretary or an Assistant
Secretary of the Company.

OPINION OF COUNSEL:

          The term "Opinion of Counsel" shall mean an opinion in writing signed
by legal counsel, who may be an employee of or of counsel to the Company.

ORIGINAL ISSUE DISCOUNT SECURITY:

          The term "Original Issue Discount Security" shall mean any Security
that provides for an amount less than the principal thereof to be due and
payable upon a declaration of acceleration of the maturity thereof pursuant to
Section 6.01.

OUTSTANDING:

          The term "outstanding", when used with reference to Securities, shall,
subject to the provisions of Section 8.04, mean, as of any particular time, all
Securities theretofore authenticated and delivered by the Trustee under this
Indenture, except:

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

          (b)  Securities or portions thereof for the payment or redemption of
     which moneys, or as provided in Section 12.02 hereof, direct obligations of
     the United States of America, in the necessary amount shall have been
     deposited in trust with the Trustee or

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                                      - 4 -

     with any paying agent (other than the Company) or shall have been set aside
     and segregated in trust by the Company (if the Company shall act as its own
     paying agent), provided that if such Securities are to be redeemed prior to
     the maturity thereof, notice of such redemption shall have been given as in
     Article Three provided, or provision satisfactory to the Trustee shall have
     been made for giving such notice); and

          (c)  Securities which have been paid pursuant to Section 2.07 or in
     exchange for or in lieu of which other Securities shall have been
     authenticated and delivered pursuant to Section 2.07;

provided, however, that in determining whether the holders of the requisite
principal amount of Outstanding Securities have taken any action, given any
request, demand, authorization, direction, notice, consent or waiver hereunder
or whether a quorum is present at a meeting of Securityholders, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the maturity
thereof pursuant to Section 6.01.

PERSON:

          The term "person" shall mean an individual, a corporation, a
partnership, a trust, an unincorporated organization or a government or any
agency or political subdivision thereof.

PRINCIPAL OFFICE OF THE COMPANY:

          The term "principal office of the Company" shall mean the principal
office of the Company as shall be specified from time to time in a Company Order
delivered to the Trustee. Any such Company Order may specify a principal office
of the Company for one or more purposes under this Indenture and such Company
Order or one or more other Company Orders may specify one or more other
principal offices of the Company for one or more other purposes under this
Indenture.

RECORD DATE:

          The term "record date" shall mean, with respect to any interest
payable on any Security on any interest payment date, the close of business on
the date specified in such Security or, in the case of defaulted interest, the
close of business on any subsequent record date established as provided in
Section 2.02 (in each case whether or not such day is a business day).

REGISTERED HOLDER:

          The term "registered holder", "Securityholder", "holder" or other
similar term shall mean the person or persons in whose name or names a
particular Security shall be registered upon the Security Register.

RESPONSIBLE OFFICER:

          The term "responsible officer", when used with respect to the Trustee,
shall mean any officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

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                                      - 5 -

SECURITYHOLDER:

          The term "Securityholder" shall have the meaning specified under the
term "registered holder".

SECURITY REGISTER:

          The term "Security Register" shall have the meaning specified in
Section 2.05.

SUCCESSOR:

          The term "Successor" shall have the meaning specified in Section
11.02.

TRUSTEE:

          The term "Trustee" shall mean the person named as Trustee in the first
paragraph of this instrument and, subject to the provisions of Article Seven of
this Indenture, shall also include its successors and assigns, and if at any
time there is more than one trustee, "Trustee" as used with respect to the
Securities of any series shall mean the trustee with respect to Securities of
that series.

TRUST INDENTURE ACT OF 1939:

          The term "Trust Indenture Act of 1939" shall mean the Trust Indenture
Act of 1939 as in force at the date as of which this instrument was executed,
except as provided in Section 10.02; PROVIDED, HOWEVER, that in the event the
Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act"
means, to the extent required by any such amendment, the Trust Indenture Act of
1939 as so amended.

VICE PRESIDENT:

          The term "Vice President", when used with respect to the Company,
shall mean any Vice President, any Senior Vice President, any Executive Vice
President and any Senior Executive Vice President of the Company.

                                   ARTICLE TWO

                   ISSUE, DESCRIPTION, EXECUTION, EXCHANGE AND
                     REGISTRATION OF TRANSFER OF SECURITIES

          SECTION 2.01. AUTHENTICATION, DELIVERY AND DATING. At any time and
from time to time after the execution and delivery of this instrument, the
Company may deliver Securities of any series executed by the Company to the
Trustee for authentication. The Trustee shall thereupon authenticate and deliver
such Securities upon receipt of, and pursuant to, a Company Order, without any
further action by the Company. In authenticating such Securities, and accepting
the additional responsibilities under this Indenture in relation to such
Securities,

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                                      - 6 -

the Trustee shall be entitled to receive, and (subject to Section 7.01) shall be
fully protected in relying upon:

          (a)  a Board Resolution relating thereto and, if applicable, an
     appropriate record of any action taken pursuant to such resolution,
     certified by the Secretary or an Assistant Secretary of the Company;

          (b)  an executed supplemental indenture, if any;

          (c)  an Officers' Certificate, dated the date such Officers'
     Certificate is delivered to the Trustee, prepared in accordance with
     Section 15.06; and

          (d)  an Opinion of Counsel prepared in accordance with Section 15.06,
     which shall also state:

               (1)  that the form and terms of such Securities have been
          established by or pursuant to one or more Board Resolutions, by a
          supplemental indenture as permitted by Section 10.01(e), or by both
          such resolution or resolutions and such supplemental indenture, in
          conformity with the provisions of this Indenture;

               (2)  that the supplemental indenture, if any, when executed and
          delivered by the Company and the Trustee, will constitute a valid and
          legally binding obligation of the Company; and

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

          The Trustee shall have the right to decline to authenticate and
deliver any Securities under this Section if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

          If the Company shall establish pursuant to Section 2.03 that the
Securities of a series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee upon
receipt of, and pursuant to, a Company Order, shall, in accordance with this
Section, authenticate and deliver one or more Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of the Outstanding Securities of such series to be represented by one or
more Global Securities, (ii) shall be registered in the name of the Depositary
for such Global Security or Global Securities or the nominee of such Depositary,
and (iii) shall be delivered by the Trustee to such Depositary or pursuant to
such Depositary's instruction.

          Each Depositary designated pursuant to Section 2.03 for a Global
Security must, at the time of its designation and at all times while it serves
as Depositary, be a clearing agency

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                                      - 7 -

registered under the Securities Exchange Act of 1934, as amended, and any other
applicable statute or regulation.

          Each Security shall be dated the date of its authentication.

          Notwithstanding the provisions of this Section and Section 2.03, if
all Securities of a series are not to be originally issued at one time, it shall
not be necessary to deliver the Officers' Certificate otherwise required
pursuant to Section 2.03 or the Company Order, Board Resolution, Officers'
Certificate and Opinion of Counsel otherwise required pursuant to this Section
at or prior to the time of authentication of each Security of such series if
such documents are delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued. After any such first
delivery, any separate request by the Company that the Trustee authenticate
Securities of such series for original issue will be deemed to be a certificate
by the Company that all conditions precedent provided for in this Indenture
relating to the authentication and delivery of such Securities continue to have
been compiled with.

          SECTION 2.02. FORMS GENERALLY. The Securities of each series shall be
issuable in registered form without coupons and shall be in substantially the
form as shall be established by or pursuant to one or more Board Resolutions or
in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification or designation and such legends or endorsements
printed, lithographed or engraved thereon as the officers of the Company
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and as are not inconsistent with the provisions of this
Indenture, or as may be required to comply with any law or with any rule or
regulation made pursuant thereto or with any rule or regulation of any stock
exchange on which the Securities may be listed, or to conform to usage. The
Securities shall be issued, except as otherwise provided with respect to any
series of Securities pursuant to Section 2.03, in the denomination of $1,000 and
any larger denomination which is an integral multiple of $1,000 approved by the
Company, such approval to be evidenced by the execution thereof.

          The person in whose name any Security is registered at the close of
business on any record date with respect to any interest payment date shall be
entitled to receive the interest payable on such interest payment date,
notwithstanding the cancellation of such Security upon any transfer or exchange
subsequent to such record date and prior to such interest payment date, unless
such Security is redeemed on a date fixed for redemption after such record date
and prior to such interest payment date; provided, however, that if and to the
extent the Company shall fail to pay on any interest payment date the interest
due on such date, such defaulted interest shall be paid to the persons in whose
names outstanding Securities are registered at the close of business on the
tenth day preceding the date of payment of such defaulted interest or, at the
election of the Company, to the persons in whose names outstanding Securities
are registered on a subsequent record date established by notice given by mail
by or on behalf of the Company to the holders of such Securities not less than
10 days preceding such subsequent record date, which subsequent record date
shall precede by at least 10 days the date of payment of such defaulted
interest. Such notice shall be given to the persons in whose names such
outstanding Securities are registered at the close of business on the fifth
business day next preceding the date of the mailing of such notice.

<Page>

                                      - 8 -

          Except as otherwise provided with respect to any series of Securities
pursuant to Section 2.03, interest on the Securities of each series shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.

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

          The Trustee's certificate of authentication on all Securities shall be
in substantially the following form:

               This is one of the Securities of the series designated herein
          issued under the Indenture described herein.


                                       THE CHASE MANHATTAN BANK,
                                         as Trustee


                                       By
                                                    Authorized Officer

          SECTION 2.03. AMOUNT; TERMS OF SERIES. The aggregate principal amount
of Securities which may be authenticated and delivered under this Indenture is
not limited.

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

          (a)  the title of the Securities of the series (which shall
     distinguish the Securities of the series from the Securities of all other
     series, except to the extent that additional Securities of an existing
     series are being issued);

          (b)  any limit upon the aggregate principal amount of the Securities
     of the series which may be outstanding under this Indenture (except as
     otherwise provided in Section 2.07);

          (c)  the date or dates on which the principal of and premium, if any,
     on the Securities of the series is payable;

          (d)  the rate or rates at which the Securities of the series shall
     bear interest, if any, or the method by which such rate or rates shall be
     determined, the date or dates from which such interest shall accrue, or the
     method by which such date or dates shall be determined, the interest
     payment dates on which any such interest shall be payable and the record
     dates for the determination of holders to whom interest of any interest
     payment

<Page>

                                      - 9 -

     date is payable and the basis of computation of interest (if other than as
     provided in Section 2.02);

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

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

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

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

          (i)  whether the Securities of the series shall be issued in whole or
     in part in the form of one or more Global Securities and, in such case, the
     Depositary for such Global Security or Global Securities;

          (j)  if other than the principal amount thereof, the portion of the
     principal amount of any Securities which shall be payable upon declaration
     of acceleration of maturity thereof pursuant to Section 6.01;

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

          (l)  if the provisions of Section 12.02 are to apply to the Securities
     of the series, a statement indicating the same;

          (m)  if the provisions of Section 2.09 are to apply to the Securities
     of the series, the terms upon which the Company may elect to not pay
     interest on an interest payment date;

          (n)  if the provisions of Article Fourteen are to apply to the
     Securities of the series, a statement indicating the same; and

          (o)  any other terms of the Securities of the series, including
     additional covenants of the Company and specific deletions in the Events of
     Default applicable to the series from those set forth in Section 6.01
     (which terms shall not be inconsistent with the provisions of this
     Indenture or adversely affect the rights of the holders of any other series
     of Securities then outstanding).

          All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided by or pursuant
to any such Board

<Page>

                                     - 10 -

Resolution, and set forth in such Officers' Certificate, or in any such
indenture supplemental hereto.

          SECTION 2.04. EXECUTION. The Securities shall be signed on behalf of
the Company by the Chairman or President or any Vice President and by the
Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary
of the Company, under its corporate seal. Such signatures may be manual or
facsimile signatures of the present or any future such authorized officers and
may be imprinted or otherwise reproduced on the Securities. The seal of the
Company may be in the form of a facsimile thereof and may be impressed, affixed,
imprinted or otherwise reproduced on the Securities.

          Only such Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, executed by the
Trustee, shall be entitled to the benefits of this Indenture or be valid or
obligatory for any purpose. Such certificate by the Trustee upon any Security
executed by the Company shall be conclusive evidence that the Security so
authenticated has been duly authenticated and delivered hereunder.

          In case any officer of the Company who shall have signed any of the
Securities either manually or by facsimile signature shall cease to be such
officer before the Securities so signed shall have been authenticated and
delivered by the Trustee, or disposed of by the Company, such Securities
nevertheless may be authenticated and delivered or disposed of as though the
person who signed such Securities had not ceased to be such officer of the
Company; and any Security may be signed on behalf of the Company by such person
as, at the actual date of the execution of such Security, shall be the proper
officers of the Company, although at the date of the execution of this Indenture
any such person was not such officer.

          SECTION 2.05. EXCHANGE, REGISTRATION AND REGISTRATION OF TRANSFER. The
Company shall keep, at the office or agency to be maintained by the Company in
accordance with Section 4.02, a register or registers (herein sometimes referred
to collectively as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of each series of the Securities and for the registration of transfers of
Securities of each series as in this Article provided. The Security Register
shall be in written form or convertible into written form without unreasonable
delay, and shall be open for inspection by the Trustee at all reasonable times.
Subject to the provisions of the last paragraph of this Section 2.05, upon
surrender for registration of transfer of any Security of any series at the
office or agency maintained in accordance with Section 4.02, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Securities of the same
series and of like tenor, or any authorized denominations and of a like
aggregate principal amount and maturity.

          At the option of the holder thereof, Securities of any series (except
a Global Security) may be exchanged for other Securities of the same series and
of like tenor, of any authorized denominations and of a like aggregate principal
amount and maturity, upon surrender of the Securities to be exchanged at the
office or agency maintained in accordance with Section 4.02. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the holder making
the exchange is entitled to receive.

<Page>

                                     - 11 -

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

          If at any time the Depositary for the Securities of a series notifies
the Company that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible under Section 2.01, the Company shall
appoint a successor Depositary with respect to the Securities of such series. If
a successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware
of such ineligibility, the Company's election pursuant to Section 2.03(i) shall
no longer be effective with respect to the Securities of such series and the
Company will execute, and the Trustee, upon receipt of, and pursuant to a
Company Order will authenticate and deliver Securities of such series in
definitive form in an aggregate principal amount equal to the principal amount
of the Global Security or Global Securities representing such series in exchange
for such Global Security or Global Securities.

          The Company may at any time in its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by such Global Security or Global Securities. In
such event the Company will execute, and the Trustee, upon receipt of, and
pursuant to, a Company Order will authenticate and deliver Securities of such
series in definitive form and in aggregate principal amount equal to the
principal amount of the Global Security or Global Securities representing such
series in exchange for such Global Security or Global Securities.

          If specified by the Company pursuant to Section 2.03 with respect to a
series of Securities, the Depositary for such series of Securities may surrender
a Global Security for such series of Securities in exchange in whole or in part
for Securities of such series in definitive form on such terms as are acceptable
to the Company and such Depositary. Thereupon, the Company shall execute, and
the Trustee shall authenticate and deliver, without service charge,

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

               (ii) to such Depositary a new Global Security in a denomination
          equal to the difference, if any, between the principal amount of the
          surrendered Global Security and the aggregate principal amount of
          Securities delivered to holders thereof pursuant to the immediately
          preceding clause (i) of this Section.

          Upon exchange of a Global Security for Securities in definitive form,
such Global Security shall be cancelled by the Trustee. Securities issued in
exchange for a Global Security pursuant to this Section shall be registered in
such names and in such authorized denominations

<Page>

                                     - 12 -

as the Depositary for such Global Security shall instruct the Trustee. The
Trustee shall deliver such Securities to the persons in whose names such
Securities are so registered.

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

          All Securities presented or surrendered for registration of transfer,
exchange or payment shall (if so required by the Company or the Trustee) be duly
endorsed by, or be accompanied by a written instrument or instruments of
transfer, in form satisfactory to the Company and the Trustee, duly executed by
the registered holder or by his attorney duly authorized in writing.

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

          The Company shall not be required (a) to issue, register the transfer
of or exchange Securities of any series for a period of 15 days next preceding
any selection of Securities of such series to be redeemed, or (b) to register
the transfer of or exchange any Security or portion thereof called or selected
for redemption.

          SECTION 2.06. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Company may execute and the Trustee
shall authenticate and deliver temporary Securities of such series (printed,
lithographed or typewritten) of any authorized denomination, and substantially
in the form of the definitive Securities of such series, but with such omission,
insertions and variations as may be appropriate for temporary Securities, all as
may be determined by the Company. Temporary Securities may be issued without a
recital of specific redemption prices and may contain such reference to any
provisions of this Indenture as may be appropriate. Every temporary Security
shall be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with like effect, as the definitive
Securities of such series. Without unnecessary delay the Company will execute
and will furnish definitive Securities of each series and thereupon any or all
temporary Securities of such series may be surrendered in exchange therefor, at
the principal office of the Company, and, subject to Section 2.05 hereof, the
Company shall execute and the Trustee shall authenticate and deliver in exchange
for such temporary Securities an equal aggregate principal amount of definitive
Securities of such series of authorized denominations. Until so exchanged, the
temporary Securities shall be entitled to the same benefits under this
Indenture, and shall be subject to the same provisions hereof (except as
provided in this Section), as definitive Securities of such series authenticated
and delivered hereunder.

          SECTION 2.07. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. In
case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company in the case of a mutilated Security
shall, and in the case of a destroyed, lost or stolen Security in its discretion
may, execute, and upon the Company's request the Trustee shall authenticate and
deliver, a new Security of the same series and bearing a number not
contemporaneously outstanding, in exchange and in substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen. The applicant for a

<Page>

                                     - 13 -

substitute Security shall first furnish to the Company and to the Trustee 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, the applicant shall also first
furnish to the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Security and of the ownership thereof. The
Trustee may authenticate any such substitute Security and deliver the same upon
the written request or authorization of the Company. Upon the issue of any
substitute Security, 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 Security that has
become, or is about to become, due and payable is mutilated, or is destroyed,
lost or stolen, the Company may, instead of issuing a substitute Security, pay
or authorize the payment of the same (without surrender thereof except in the
case of a mutilated Security) if the applicant for such payment shall furnish to
the Company and to the Trustee such security or indemnity as they may require to
save each of them harmless, and, in case of destruction, loss or theft, evidence
to the satisfaction of the Company and the Trustee of the destruction, loss or
theft of such Security and of the ownership thereof.

          Every substitute Security issued pursuant to this Section shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Security 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 Securities of the same series duly issued hereunder. All
Securities shall be held and owned upon the express condition that the foregoing
provisions are exclusive with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities, and shall preclude any and all
other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

          SECTION 2.08. CANCELLATION OF SURRENDERED SECURITIES; DESTRUCTION
THEREOF. All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer or for credit against any sinking fund
payment, shall, if surrendered to the Company or any paying agent, promptly be
delivered to the Trustee for cancellation, or, if surrendered to the Trustee,
shall be cancelled by it, and no Securities shall be issued in lieu thereof
except as expressly permitted by any of the provisions of this Indenture. Upon
the request of the Company, the Trustee shall deliver to the Company cancelled
Securities held by the Trustee, or, in the absence of such request, the Trustee
may destroy the same and deliver a certificate of such destruction to the
Company. If the Company shall acquire any of the Securities, however, such
acquisition shall not operate as a satisfaction of the indebtedness represented
by such Securities unless and until the same are surrendered to the Trustee for
cancellation.

          SECTION 2.09. EXTENSION OF INTEREST PAYMENT PERIOD. With respect to
Securities of any series as to which, pursuant to Section 2.03(m), it has been
established that this Section 2.09 applies, subject to such terms as may be
established pursuant to Section 2.03(m), the Company may at any time and from
time to time, so long as the Company is not in default in the payment of
interest on such Securities as and when the same shall become due and payable,
elect to not pay interest on an interest payment date, and such election shall
not be an Event of Default with respect to the Securities of any series.

<Page>

                                     - 14 -

                                  ARTICLE THREE

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

          SECTION 3.01. APPLICABILITY OF RIGHT OF REDEMPTION. Redemption of
Securities (other than pursuant to a sinking fund or analogous provision)
permitted by the terms of any series of Securities shall be made in accordance
with such terms and Sections 3.02 and 3.03; provided, however, that if any such
terms of a series of Securities shall conflict with any provision of this
Article, the terms of such series shall govern.

          SECTION 3.02. ELECTION TO REDEEM; NOTICE OF REDEMPTION; PARTIAL
REDEMPTION. The election of the Company to redeem any Securities of any series
shall be evidenced by or pursuant to a Board Resolution. In case the Company
shall desire to exercise such right to redeem all, or, as the case may be, any
part of the Securities of any series in accordance with the right reserved so to
do, it shall give notice of such redemption to holders of the Securities to be
redeemed as hereinafter in this Section provided.

          Notice of redemption to the holders of Securities to be redeemed as a
whole or in part shall be given by mailing of a notice of such redemption not
less than 30 nor more than 60 days prior to the date fixed for redemption to the
registered holders of Securities to be redeemed in whole or in part at their
last addresses as they shall appear upon the Security Register. Such mailing
shall be by first-class mail postage prepaid. The notice if mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether
or not the registered holder receives the notice. In any case, the failure to
give such notice by mail, or any defect in such notice, to the registered holder
of any Security designated for redemption in whole or in part shall not affect
the validity of the proceedings for redemption of any other Security.

          Each such notice of redemption shall specify the date fixed for
redemption and the price at which Securities are to be redeemed, shall state
that the conditions precedent to such redemption, if any, have occurred and
describe the same, and shall state that payment of the redemption price of the
Securities to be redeemed, together with accrued interest thereon to the date
fixed for redemption (except that if such redemption date is an interest payment
date, the interest due on such date with respect to a particular Security shall
be payable to the holder of such Security on the record date for such interest
payment date), will be made at the office or agency to be maintained by the
Company in accordance with Section 4.02 upon presentation and surrender of such
Securities and that from and after said date interest thereon will cease to
accrue. If less than all the Securities of a series are to be redeemed, the
notice to each registered holder of Securities to be redeemed shall identify
such registered holder's Securities to be redeemed as a whole or in part. In
case any Security is to be redeemed in part only (which part shall be $1.00 or a
multiple of $1.00), the notice which relates to such Securities shall state the
portion of the principal amount to be redeemed, and that on and after the
redemption date, upon surrender or such Security, a new Security or Securities
of the same series in principal amount equal to the unredeemed portion thereof
will be issued. No Security of a denomination of $1,000 principal amount may be
redeemed in part.

          To the extent that the Securities of any series have different terms,
the Company shall designate the Securities to be redeemed if less than all of
the series is to be redeemed. If less than all the Securities of a series having
the same terms are to be redeemed, the Company

<Page>

                                     - 15 -

shall give the Trustee, not less than 45 days (or such lesser number of days as
the Trustee shall approve) prior to the date fixed by the Company for the
redemption of Securities, written notice of the aggregate amount of the
Securities to be redeemed, and thereupon the Trustee shall select, in such
manner as in its sole discretion it shall deem appropriate and fair, the
Securities of such series or portions thereof to be redeemed, and shall
thereafter promptly notify the Company and any paying agent in writing of the
Securities of such series of portions thereof to be redeemed.

          Any notice of redemption to be mailed by the Company pursuant to this
Section may be mailed, at the Company's direction, by the Trustee in the name
and at the expense of the Company.

          SECTION 3.03. PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice
of redemption shall have been given in the manner provided in Section 3.02, the
Securities or portions of Securities specified in such notice shall become due
and payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued thereon to the date fixed for
redemption (except that if such redemption date is an interest payment date the
interest due on such date shall be payable to the holder of such Security on the
record date for such interest payment date), and on and after such date of
redemption (unless the Company shall default in the payment of such Securities
or portions thereof at the redemption price, together with interest accrued
thereon to the date fixed for redemption) interest on the Securities or portions
of Securities so called for redemption shall cease to accrue, and such
Securities and portions of Securities shall be deemed not to be outstanding
hereunder and shall not be entitled to any benefit under this Indenture except
to receive payment of the redemption price, together with accrued interest
thereon to the date fixed for redemption. On presentation and surrender of such
Securities on or after said date at said place of payment in said notice
specified, the said Securities or specified portions thereof shall be paid and
redeemed by the Company at the applicable redemption price, together (subject to
the right of the holder on the record date if such redemption date is an
interest payment date) with interest accrued thereon to the date fixed for
redemption.

          Upon presentation and surrender of any Security which is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and deliver to the holder thereof, at the expense of the Company, a
new Security or Securities of the same series of authorized denominations in
principal amount equal to the unredeemed portion of the Security so surrendered.

          SECTION 3.04. APPLICABILITY OF SINKING FUND. Redemption of Securities
permitted or required pursuant to a sinking fund for the retirement of
Securities of a series by the terms of such series of Securities shall be made
in accordance with such terms of such series of Securities and this Article;
provided, however, that if any such terms of a series of Securities shall
conflict with any provision of this Article, the terms of such series shall
govern.

          The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for the
by terms of Securities of any series is herein referred to as an "optional
sinking fund payment." If provided for by the terms of Securities of any series,
the cash amount of any mandatory sinking fund payment may be subject to
reduction as provided in Section 3.05.

<Page>

                                     - 16 -

          SECTION 3.05. SATISFACTION OF MANDATORY SINKING FUND PAYMENTS WITH
SECURITIES. Subject to Section 3.06, in lieu of making all or any part of any
mandatory sinking fund payment with respect to any Securities of a series in
cash, the Company may at its option (a) deliver to the Trustee Securities of
that series theretofore purchased or otherwise acquired by the Company, or (b)
receive credit for the principal amount of Securities of that series which have
been previously delivered to the Trustee by the Company or redeemed either at
the election of the Company pursuant to the terms of such Securities or through
the application of permitted optional sinking fund payments pursuant to the
terms of such Securities; provided that such Securities have not been previously
so credited. Such Securities shall be received and credited for such purpose by
the Trustee at the redemption price specified in such Securities for redemption
through operation of the sinking fund and the cash amount of such mandatory
sinking fund payment shall be reduced accordingly.

          SECTION 3.06. REDEMPTION OF SECURITIES FOR SINKING FUNDS. Not less
than 60 days prior to each sinking fund payment date for any series of
Securities, the Company will deliver to the Trustee a Company Order specifying
the amount of the next ensuing sinking fund payment for that series pursuant to
the terms of that series, the portion thereof, if any, which is to be satisfied
by payment of cash and the portion thereof, if any, which is to be satisfied
through delivery and/or crediting of Securities of that series pursuant to
Section 3.05 (which Securities will, if not previously delivered, accompany such
Company Order) and whether the Company intends to exercise its right to make a
permitted optional sinking fund payment with respect to such series. Such
Company Order shall be irrevocable, and upon its delivery the Company shall be
obligated to make the cash payment or payments therein referred to, if any,
prior to such sinking fund payment date. In the case of the failure of the
Company to deliver such Company Order, the sinking fund payment due with respect
to the next sinking fund payment date for that series of Securities shall be
paid entirely in cash and shall be sufficient to redeem the principal amount of
such Securities subject to a mandatory sinking fund payment without the option
to deliver or credit Securities as provided in Section 3.05 and without the
right to make any optional sinking fund payment with respect to such series.

          Any sinking fund payment or payments (mandatory or optional) made in
cash, plus any unused balance of any preceding sinking fund payments made in
cash, which shall equal or exceed $100,000 (or a lesser sum if the Company shall
so request) with respect to the Securities of any particular series shall be
applied by the Trustee, a paying agent or the Company, if it acts as its own
paying agent, on the sinking fund payment date next following the date of such
payment to the redemption of such Securities at the redemption price specified
in such Securities for operation of the sinking fund, together with accrued
interest to the sinking fund payment date. Any sinking fund moneys not so
applied or allocated to the redemption of Securities shall be added to the next
cash sinking fund payment received by the Trustee, such paying agent or the
Company for such series and, together with such payment, shall be applied in
accordance with the provisions of this Section. Any and all sinking fund moneys
with respect to the Securities of any particular series held by the Trustee,
such paying agent or the Company on the last sinking fund payment date with
respect to Securities of such series and not held for the payment or redemption
of particular Securities shall be applied by the Trustee, such paying agent or
the Company, together with other moneys, if necessary, to be deposited
sufficient for the purpose, to the payment of principal of such Securities at
maturity.

          Not more than 60 days and not less than 45 days prior to each sinking
fund payment date the Trustee shall select the Securities to be redeemed upon
such sinking fund

<Page>

                                     - 17 -

payment date in accordance with Section 3.02. The Company shall cause notice of
the redemption thereof to be given not less than 30 nor more than 60 days prior
to the sinking fund payment date in the manner provided in Section 3.02, except
that the notice of redemption shall also state that the Securities of such
series are being redeemed by operation of the sinking fund and the sinking fund
payment date. Such notice having been duly given, the redemption of such
Securities shall be made on the sinking fund payment date upon the terms and in
the manner stated in Section 3.03.

                                  ARTICLE FOUR

                       PARTICULAR COVENANTS OF THE COMPANY

          SECTION 4.01. PAYMENT OF PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. The
Company covenants and agrees for the benefit of each series of Securities that
it will duly and punctually pay or cause to be paid the principal of and
premium, if any, and interest, if any, on each of the Securities of that series
at the times and places and in the manner provided herein and in the Securities
of that series.

          SECTION 4.02. OFFICE OR AGENCY FOR CERTAIN PURPOSES. The Company will
maintain an office or agency (or offices or agencies) where the Securities may
be presented for registration of transfer and exchange as in this Indenture
provided, and where notices and demands to or upon the Company in respect of the
Securities or of this Indenture may be served and where the Securities may be
presented for payment. The principal office of the Company shall be such office
or agency unless the Company shall maintain some other office or agency for such
purposes and shall give the Trustee and the registered holders of the Securities
written notice of the location thereof.

          SECTION 4.03. MAINTENANCE OF CORPORATE EXISTENCE. The Company will
preserve its corporate existence, but this covenant shall not require the
Company to continue its corporate existence in the event of a consolidation or
merger of the Company in accordance with the provisions of Article Eleven hereof
as a result of which the Company shall lose its corporate identity, or in the
event of a sale or conveyance of the property of the Company as an entirety or
substantially as an entirety in accordance with the provisions of said Article
Eleven.

          SECTION 4.04. APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 7.09, a Trustee, so that there
shall at all times be a Trustee hereunder.

          SECTION 4.05. PROVISIONS AS TO PAYING AGENT. (a) If the Company shall
act as its own paying agent with respect to any series of Securities, it will,
on or before each due date of the principal of or premium, if any, or interest,
if any, on the Securities of that series, set aside, segregate and hold in trust
for the benefit of the holders of such Securities or of the Trustee, as the case
may be, a sum sufficient to pay such principal or premium, if any, or interest
so becoming due and will notify the Trustee of any failure to take such action
and of any failure by the Company (or by any other obligor on the Securities of
that series) to make any payment of the

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                                     - 18 -

principal of or premium, if any, or interest on the Securities of such series
when the same shall be due and payable.

          (b)  Whenever the Company shall have one or more paying agents, other
than the Company, for any series of Securities, it will, on or before each due
date of the principal of or premium, if any, or interest, if any, on any
Securities of that series, deposit with a paying agent a sum sufficient to pay
the principal and premium, if any, or interest so becoming due, such sum to be
held in trust for the benefit of the holders of such Securities, and (unless
such paying agent is the Trustee) the Company will notify the Trustee of such
action or the failure to take such action.

          (c)  If the Company shall appoint a paying agent other than the
Trustee or the Company with respect to any series of Securities, 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 this Section that such agent
will:

               (1)  hold all sums held by it as such agent for the payment of
     the principal of or premium, if any, or interest on the Securities of such
     series (whether such sums have been paid to it by the Company or by any
     other obligor on the Securities of such series) in trust for the benefit of
     the holders of the Securities of such series or of the Trustee, as the case
     may be;

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

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

          (d)  Anything in this Section to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture, or for any other reason, pay or cause to be paid to
the Trustee all sums held in trust by it, or by any paying agent hereunder, as
required by this Section, such sums to be held by the Trustee upon the trusts
herein contained.

          (e)  Anything in this Section to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section is subject to
Sections 12.04 and 12.05.

          SECTION 4.06. ANNUAL OFFICERS' CERTIFICATE TO TRUSTEE. The Company
will deliver to the Trustee prior to November 1 in each year, an Officers'
Certificate stating that in the course of the performance by the signers of
their duties as officers of the Company they would normally obtain knowledge of
any default by the Company in the performance of any covenants contained in
Sections 4.03 and 11.02, stating whether or not they have obtained knowledge of
any such default and, if so, specifying each such default of which the signers
have knowledge and the nature thereof.

          SECTION 4.07. REPORTS TO BE FURNISHED SECURITYHOLDERS. The Company
will transmit or cause to be transmitted to the Securityholders, as soon as
practicable after the mailing

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                                     - 19 -

of such material to its stockholders, copies of all annual financial reports
distributed to its stockholders generally. Reports pursuant to this Section
shall be transmitted by mail to all registered holders of Securities, as the
names and addresses of such holders appear upon the Security Register.

          SECTION 4.08. RESTRICTION ON SECURED INDEBTEDNESS FOR BORROWED MONEY.
For so long as any securities issued under the Indenture, dated as of March 1,
1990, between the Company and The Bank of New York, as trustee, as supplemented
and amended, are entitled to the benefit of Section 4.07 thereunder, the Company
will not (a) issue any bonds under its First Mortgage, dated as of May 1, 1928,
as supplemented and amended (the "First Mortgage"), except to replace any
mutilated, destroyed, lost or stolen bonds or coupons or to effect exchanges and
transfers of outstanding bonds, or (b) create, issue, incur or assume any other
indebtedness for borrowed money secured by a mortgage or other lien on, or
security interest in, any property or properties of the Issuer (other than (i)
the properties expressly excepted from the lien of the First Mortgage, and (ii)
any property that is acquired by the Company, whether pursuant to merger,
consolidation or otherwise, subject to a mortgage, lien or security interest,
and any additions, improvements and betterments thereto to the extent that the
governing instrument provides that the same are covered by said mortgage, lien
or security interest). For the purposes of this Section 4.08, (1) the terms
"property" and "properties" include, without limitation, every form of property
interest, real, personal or mixed, tangible or intangible, and (2) the term
"indebtedness for borrowed money" means indebtedness evidenced by a bond, note
or other comparable written obligation representing borrowed money, and does
not, in any event, include any lease or installment sale agreement (or any
obligation in the nature of or having the characteristics of a lease or
installment sale agreement), whether or not capitalized for financial reporting
or any other purpose.

          In case any properties are subjected to a mortgage, lien or security
interest in contravention of the foregoing provisions of this Section 4.08, the
Company will make or cause to be made provision whereby the Securities will be
secured equally and ratably with all other obligations secured by such mortgage,
lien or security interest, and in any such case the Securities shall have the
benefit, to the full extent permitted under applicable law, of an equitable lien
on such properties.

          SECTION 4.09. FURTHER ASSURANCES. From time to time whenever
reasonably demanded by the Trustee, the Company will make, execute and deliver
or cause to be made, executed and delivered any and all such further and other
instruments and assurances as may be reasonably necessary or proper to carry out
the intention or facilitate the performance of the terms of this Indenture.

                                  ARTICLE FIVE

  SECURITYHOLDERS' LISTS, COMMUNICATIONS TO SECURITYHOLDERS, AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

          SECTION 5.01. COMPANY TO FURNISH TRUSTEE INFORMATION AS TO NAMES AND
ADDRESSES OF SECURITYHOLDERS. The Company shall furnish or cause to be furnished
to the Trustee:

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                                     - 20 -

          (a)  on June 15 and December 15 in each year (beginning with December
15, 2000), a list in such form as the Trustee may reasonably require of the
names and addresses of the holders of each series of Securities as of a date not
more than 15 days prior to the time such list is furnished, 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, a list of similar form
and content as of a date not more than 15 days prior to the time such list is
furnished, provided that, if and so long as the Trustee is the sole Security
registrar, no such list need be furnished.

          SECTION 5.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
SECURITYHOLDERS. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the holders of each series of
Securities received by it in the capacity of Security registrar and the names
and addresses of holders of each series of Securities contained in the most
recent list furnished to it under Section 5.01. The Trustee may destroy any such
list upon receipt of a new list so furnished.

          (b)  The rights of Securityholders to communicate with other
Securityholders with respect to their rights under this Indenture or under the
Securities, and the corresponding rights and privileges of the Trustee, shall be
as provided by the Trust Indenture Act of 1939.

          (c)  Each and every holder of Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any paying agent or other agent of either of them shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the holders of Securities made pursuant to the Trust Indenture
Act of 1939, 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 pursuant to the Trust Indenture Act of 1939.

          SECTION 5.03. REPORTS BY COMPANY. The Company shall file with the
Trustee and the Securities and Exchange Commission, and transmit to
Securityholders, such information, documents and other reports, and such
summaries thereof, as may be required pursuant to the Trust Indenture Act of
1939 at the times and in the manner provided pursuant to such Act; PROVIDED that
any such information, documents or reports required to be filed with said
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, shall be filed with the Trustee within 15 days after the same
is so required to be filed with said Commission. Delivery of any information,
documents and reports by the Company to the Trustee pursuant to the provisions
of this Section 5.03 is for informational purposes only and the Trustee's
receipt of same shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

          SECTION 5.04. REPORTS BY TRUSTEE. (a) The Trustee shall transmit to
Securityholders such reports concerning the Trustee and its actions under this
Indenture as may be required pursuant to the Trust Indenture Act of 1939 at the
times and in the manner provided pursuant thereto. If required by Section 313(a)
of the Trust Indenture Act of 1939, the Trustee shall, within sixty days after
each October 15 following the execution and delivery of this

<Page>

                                     - 21 -

instrument deliver to Securityholders a brief report, dated as of such October
15, which complies with the provisions of such Section 313(a).

          (b)  A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with each stock
exchange upon which any Securities are listed and also with the Securities and
Exchange Commission. If the Company lists the Securities of any series on any
stock exchange, it will promptly so notify the Trustee.

                                   ARTICLE SIX

         REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT

          SECTION 6.01. EVENTS OF DEFAULT DEFINED; ACCELERATION OF MATURITY;
WAIVER OF DEFAULT. In case one or more of the following shall have occurred and
be continuing with respect to the Securities of any series, it shall be an event
of default of such series (unless it is specifically deleted in a supplemental
indenture or Board Resolution under which such series of Securities is issued or
has been modified in any such supplemental indenture), that is to say:

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

          (b)  default in the payment of the principal of or premium, if any, on
     any Security of such series as and when the same shall become due and
     payable either at maturity, upon redemption, by declaration or otherwise;
     or

          (c)  failure on the part of the Company duly to observe or perform any
     other of the covenants or agreements on the part of the Company contained
     in the Securities of such series or in this Indenture (other than a
     covenant or agreement which has been expressly included in the Securities
     or in this Indenture solely for the benefit of a series of Securities other
     than that series) for a period of 60 days after the date on which written
     notice of such failure, requiring the Company to remedy the same and
     stating that such notice is a "Notice of Default" hereunder, shall have
     been given to the Company by the Trustee, or to the Company and the Trustee
     by the holders of a least 25% in aggregate principal amount of the
     Securities of such series at the time outstanding; or

          (d)  if a decree or order for relief shall be entered by a court of
     competent jurisdiction in respect of the Company in an involuntary case
     under any applicable bankruptcy, insolvency or other similar law nor or
     hereafter in effect, or appointing a receiver, liquidator, assignee,
     custodian, trustee, sequestrator (or similar official) of the Company or of
     a major part of its property, or ordering the winding up or liquidation of
     the Company's affairs, and such decree or order shall remain unstayed and
     in effect for a period of 60 consecutive days; or

          (e)  if the Company shall commence a voluntary case under any
     applicable bankruptcy, insolvency or other similar law nor or hereafter in
     effect, or the Company shall consent to the entry by order of a court of
     competent jurisdiction of a decree or order

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                                     - 22 -

     in respect of the Company in an involuntary case or proceeding under any
     applicable bankruptcy, insolvency or other similar law nor or hereafter in
     effect or to the commencement of any bankruptcy or insolvency proceeding
     against the Company; or

          (f)  if the Company shall make an assignment for the benefit of its
     creditors, or shall admit in writing its inability to pay its debts
     generally as they become due, or shall consent to the appointment of a
     receiver or liquidator or trustee or assignee in bankruptcy or insolvency
     of it or of a major part of its property; or

          (g)  the occurrence of any other Event of Default with respect to
     Securities of such series as provided in a supplemental indenture
     applicable to such series of Securities pursuant to Section 10.01(d);

then and in each and every such case, unless the principal of the Securities of
such series shall have already become due and payable, either the Trustee or the
holders of not less than 25% in aggregate principal amount of the Securities of
such series then outstanding hereunder, by notice in writing to the Company (and
to the Trustee if given by Securityholders), may declare the principal of all
the Securities of such series to be due and payable immediately, and upon any
such declaration the same shall become and shall be immediately due and payable,
anything in this Indenture or in the Securities of such series contained to the
contrary notwithstanding. This provision, however, is subject to the condition
that if, at any time after the principal of the Securities of such series shall
have been so declared due and payable, and before any sale of property under 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 instalments of interest upon all the
Securities of such series and the principal of and premium, if any, on any and
all Securities of such series which shall have become due otherwise than by
declaration (with interest on overdue instalments of interest, to the extent
legally enforceable under applicable law, and on such principal of and premium,
if any, on each Security of such series at the rate borne by such Security to
the date of such payment or deposit) and the expenses of the Trustee, and
reasonable compensation to the Trustee, its agents, attorneys and counsel, and
any and all defaults under this Indenture, other than the nonpayment of
principal on Securities of such series which shall have become due by
declaration, shall have been remedied -- then, and in every such case the
holders of a majority in aggregate principal amount of the Securities of such
series then outstanding, by written notice to the Company and to the Trustee,
may on behalf of the holders of all of the Securities of such series waive all
defaults and rescind and annul such declaration and its consequences; but no
such waiver or rescission and annulment shall extend to or shall affect any
subsequent default, or shall impair any right consequent thereon.

          In case the Trustee shall have proceeded to enforce any right under
this Indenture for the holders of Securities of any series 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, the Trustee and the holders of
the Securities of such series shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the
Company, the Trustee and the holders of the Securities of such series shall
continue as though no such proceedings had been taken.

<Page>

                                     - 23 -

          The Company and the Trustee may, to the extent provided in
Section 10.01, enter into one or more indentures supplemental hereto with
respect to any series of the Securities which may provide for additional,
different or fewer Events of Default with respect to such series of Securities.

          SECTION 6.02. COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE
DEBT. The Company covenants that (1) in case default shall be made in the
payment of any installment of interest on any of the Securities, as and when the
same shall become due and payable, and such default shall have continued for a
period of 30 days, or (2) in case default shall be made in the payment of the
principal of or premium, if any, on any of the Securities when and as the same
shall have become due and payable, whether upon maturity of the Securities or
upon redemption or upon declaration or otherwise -- then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of holders of such
Securities, the whole amount that then shall have become due and payable on such
Securities for principal and premium, if any, and interest, with interest upon
the overdue principal and premium, if any, of each such Security and (to the
extent legally enforceable under applicable law) upon installments of interest,
at the rate borne by such Security; and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including a reasonable compensation to the Trustee, its agents, attorneys and
counsel, and any expenses or liabilities incurred by the Trustee hereunder other
than through its negligence or bad faith.

          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 action or proceedings at law or in
equity against the Company or other obligor on such Securities for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or such other obligor upon such Securities and
collect in the manner provided by law out of the property of the Company or such
other obligor upon such Securities, wherever situated, the moneys adjudged or
decreed to be payable.

          In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor upon the Securities of
any series under Title 11 of the United States Code or any other applicable
Federal or state bankruptcy, insolvency or other similar law relative to the
Company or such other obligor, its creditors or its property, or in case a
receiver or trustee shall have been appointed for its property or in case of any
other judicial proceedings relative to the Company or other obligor upon the
Securities of any series, its creditors or its property, the Trustee,
irrespective of whether the principal of the Securities of any series shall then
be due and payable as therein expressed, upon redemption or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand
pursuant to this Section, shall be entitled and empowered, by intervention in
such proceedings or otherwise, to file and prove a claim or claims for the whole
amount of principal, premium, if any, and interest owing and unpaid in respect
of the Securities of any series, 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 Securityholders of any series allowed in any judicial proceeding relative to
the Company or other obligor upon the Securities of any series, its creditors,
or its property, and to collect and receive any moneys or other property payable
or deliverable on any such claims, and to distribute the same after the
deduction of its charges and expenses; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the Securityholders
to make such payments to the Trustee, and, in the event that the Trustee shall
consent to the making of such

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                                     - 24 -

payments directly to the Securityholders, to pay to the Trustee any amount due
it for compensation and expenses, including counsel fees incurred by it up to
the date of such distribution.

          All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series, may be enforced by the Trustee
without the possession of any of the Securities of such series, or the
production thereof in any proceeding relating thereto, and any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Securities of such series. 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 Securities of a series, and it shall
not be necessary to make any holders of the Securities of such series parties to
any such proceedings.

          In case of an Event of Default hereunder with respect to Securities of
a particular series, the Trustee may, but unless first requested so to do by the
holders of at least a majority in aggregate principal amount of the Securities
of such series at the time outstanding and furnished with reasonable indemnity
against all costs, expenses and liabilities shall not (subject to the provisions
of Section 7.01) be under any obligation to, 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 proceedings 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 any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law. Nothing herein contained
shall be deemed to authorize the Trustee to authorize or consent to or accept or
adopt on behalf of the holder of any Security any plan of reorganization,
arrangement, adjustment or composition affecting the Securities of any series or
the rights of any holder thereof, or to authorize the Trustee to vote in respect
of the claim of any holder of any Security in any such proceeding.

          SECTION 6.03. APPLICATION OF PROCEEDS. Any moneys collected by the
Trustee with respect to a series of Securities pursuant to Section 6.02 shall be
applied in the order following, at the date or dates fixed by the Trustee for
the distribution of such moneys:

          FIRST: To the payment of all costs and expenses in connection with the
     collection of such moneys, and all amounts payable to the Trustee under
     Section 7.06;

          SECOND: To the payment of the entire amounts then due and unpaid upon
     the Securities in respect of which or for the benefit of which such moneys
     shall have been collected, without any preference or priority, ratably
     according to the amounts due and payable upon such Securities upon
     presentation of the several Securities and notation of such payment
     thereon, if partly paid, and upon surrender thereof, if fully paid.

Any surplus then remaining shall be paid to the Company or to such other person
as shall be entitled to receive it.

<Page>

                                     - 25 -

          SECTION 6.04. LIMITATIONS ON SUITS BY SECURITYHOLDERS. No holder of
any Security of any series shall have any right by virtue 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 default
and of the continuance thereof with respect to the Securities of that series,
and unless also the holders of not less than 25% in aggregate principal amount
of the Securities of that series then outstanding 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 failed to institute any
such action, suit or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Section 6.06, it being
understood and intended, and being expressly covenanted by the holder of every
Security of such series with every other holder of Securities of such series and
the Trustee, that no one or more holders of Securities 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 the holders of any
other of such Securities 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 Securities of such series. For the protection
and enforcement of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

          Notwithstanding any other provision of this Indenture, however, the
right of any holder of any Security to receive payment of the principal of and
premium, if any, and interest on such Security, on or after the respective due
dates expressed in such Security, or to institute suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such holder.

          SECTION 6.05. POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER. All powers and remedies given by this Article to the Trustee or to the
holders of Securities of any series shall, to the extent permitted by law and
subject to Section 6.04, be deemed cumulative and not exclusive of any thereof
or of any other powers and remedies available to the Trustee or such
Securityholders by judicial proceedings or otherwise, to enforce the performance
or observance of the covenants and agreements contained in this indenture, and
no delay or omission of the Trustee or of any holder of the Securities of any
series to exercise any right or power accruing upon any default occurring and
continuing as aforesaid, shall impair any such right or power, or shall be
construed to be a waiver of any such default or an acquiescence therein; and,
subject to Section 6.04, every power and remedy given by this Article or by law
to the Trustee or to such Securityholders may be exercised from time to time,
and as often as shall be deemed expedient by the Trustee or by such
Securityholders.

          SECTION 6.06. CONTROL BY SECURITYHOLDERS; WAIVER OF DEFAULT. The
holders of a majority in aggregate principal amount of the Securities 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 with respect to
Securities of such series; provided, however, that such direction shall not be
otherwise than in accordance with law and the provisions of this Indenture; and
provided further, that nothing in this Indenture shall impair the right of the
Trustee to take any action deemed proper by

<Page>

                                     - 26 -

the Trustee and which is not inconsistent with such direction by such
Securityholders. The holders of at least a majority in aggregate principal
amount of the Securities of any series at the time outstanding may on behalf of
the holders of all of the Securities of such series waive any past default
hereunder with respect to the Securities of such series and its consequences,
except a default in the payment of the principal of or premium, if any, or
interest on any of the Securities of such series. In the case of any such
waiver, the Company, the Trustee and the holders of the Securities 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 impair any right consequent thereon.

          SECTION 6.07. TRUSTEE TO GIVE NOTICE OF DEFAULTS KNOWN TO IT, BUT MAY
WITHHOLD IN CERTAIN CIRCUMSTANCES. The Trustee shall, within 90 days after the
occurrence of a default with respect to the Securities of any series, give to
the Securityholders of such series, in the manner and to the extent required to
do so by the Trust Indenture Act of 1939, notice of all defaults known to the
Trustee, unless such defaults shall have been cured before the giving of such
notice (the term "defaults" for the purposes of this Section being hereby
defined to be the events specified in Sections 6.01(a), (b), (c), (d), (e), (f)
and (g) with respect to Securities of such series not including periods of
grace, if any, provided for therein and irrespective of the giving of them
written notice specified in subparagraph (c) of Section 6.01); provided,
however, that in case of any default of the character specified in subparagraph
(c) of Section 6.01 no such notice shall be given until at least sixty (60) days
after the occurrence thereof; and provided further, that, except in the case of
default in the payment of the principal of or premium, if any, or interest on
any of the Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the executive
committee, or a trust committee of directors and/or responsible officers of the
Trustee in good faith determine that the withholding of such notice is in the
interests of the Securityholders of such series.

          SECTION 6.08. RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY
COSTS. All parties to this Indenture agree, and each holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken 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 shall not apply to any suit instituted by the Trustee, to any suit
instituted by any Securityholder, or group of Securityholders, holding in the
aggregate more than 10% in principal amount of the Securities of any series
outstanding, or to any suit instituted by any Securityholder of any series for
the enforcement of the payment of the principal of or premium, if any, or
interest on any Security of such series, on or after the due dates expressed in
such Security.

                                  ARTICLE SEVEN

                             CONCERNING THE TRUSTEE

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                                     - 27 -

          SECTION 7.01. DUTIES AND RESPONSIBILITIES OF TRUSTEE. With respect to
the holders of any series of Securities issued hereunder, the Trustee, prior to
the occurrence of an Event of Default with respect to the Securities of that
series and after the curing or waiving of all Events of Default which may have
occurred with respect to such series, undertakes to perform such duties and only
such duties as are specifically set forth in this Indenture and no implied
covenants or obligations shall be read into this Indenture against the Trustee.
In case an Event of Default with respect to Securities of any series 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 with respect to such series
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.

          No provision 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:

          (a)  prior to the occurrence of an Event of Default with respect to
     the Securities of any series and after the curing or waiving of all such
     Events of Default with respect to such series which may have occurred:

               (1)  the duties and obligations of the Trustee with respect to
          the Securities of that series 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

               (2)  in the absence of bad faith 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;

          (b)  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

          (c)  the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the registered holders given as provided in Section 6.06 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.

          None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers if there is reasonable ground for believing that the
repayment of such funds or liability is not reasonably assured to it.

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                                     - 28 -

          SECTION 7.02. CERTAIN RIGHTS OF TRUSTEE. Except as otherwise provided
in Section 7.01:

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

          (b)  any request, direction, order or demand of the Company mentioned
     herein shall be sufficiently evidenced to the Trustee by a Company Order
     (unless other evidence in respect thereof be herein specifically
     prescribed); and any resolution of the Board of Directors shall be
     sufficiently evidenced to the Trustee by a Board Resolution;

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

          (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 Securityholders, pursuant to the provisions of this
     Indenture, unless such Securityholders shall have offered to the Trustee
     reasonable security or indemnity against the costs, expenses and
     liabilities which may be incurred by the Trustee in complying with such
     request, order or direction;

          (e)  whenever in the administration of the provisions of this
     Indenture the Trustee shall deem it necessary or desirable that a matter be
     proved or established prior to taking, suffering or omitting any action
     hereunder, such matter (unless other evidence in respect thereof be herein
     specifically prescribed) may, in the absence of 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 certificate, in the
     absence of 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 the
     provisions of this Indenture in good faith and in reliance thereon;

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

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

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                                     - 29 -

          (h)  the Trustee shall not be charged with knowledge of any Event of
     Default with respect to the Securities of any series for which it is acting
     as Trustee unless either (1) a Responsible Officer of the Trustee shall
     have actual knowledge of the Event of Default or (2) written notice of such
     Event of Default shall have been given to the Trustee by the Company, any
     other obligor on such Securities or by any holder of such Securities; and

          (i)  the rights, privileges, protections, immunities and benefits
     given to the Trustee hereunder, including, without limitation, its rights
     to compensation, reimbursement and indemnification under Section 7.06, are
     hereby extended and also made applicable to, and shall be enforceable by,
     the Trustee in each of its other capacities hereunder.

          SECTION 7.03. TRUSTEE NOT RESPONSIBLE FOR RECITALS, ETC. The recitals
contained herein and in the Securities, except the Trustee's certificate of
authentication and the representation as to the power of the Trustee to enter
into this Indenture and accept and execute the trusts hereby created, 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
Securities. The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds of such Securities.

          SECTION 7.04. TRUSTEE AND OTHERS MAY HOLD SECURITIES. Subject to
Sections 7.07 and 7.12, the Trustee or any paying agent or Security registrar or
any other agent of the Company or the Trustee, in its individual or any other
capacity, may become the owner or pledgee of Securities and may otherwise deal
with the Company or other obligor on the Securities with the same rights it
would have if it were not Trustee, paying agent, Security registrar or such
other agent.

          SECTION 7.05. MONEYS HELD BY TRUSTEE OR PAYING AGENT. Subject to
Sections 12.04 and 12.05, all moneys received by the Trustee or any paying agent
shall, until used or applied as herein provided, be held in trust for the
purposes for which they were received, but any paying agent that is a bank need
not segregate such moneys from other funds except to the extent required by law
and shall not be invested. Neither the Trustee nor any paying agent shall be
under any liability for interest on any moneys received by it hereunder except
such as it may agree with the Company to pay thereon. So long as no Event of
Default with respect to Securities of any series, other than an Event of Default
under subparagraph (c) of Section 6.01, shall have occurred and be continuing,
all interest allowed on any such moneys shall be paid from time to time upon the
written order of the Company, signed by its President, or any Vice President or
its Treasurer or an Assistant Treasurer.

          SECTION 7.06. COMPENSATION OF TRUSTEE AND ITS LIEN. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and, except as herein otherwise expressly provided, the Company will pay
or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such

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                                     - 30 -

expense, disbursement or advance as may arise from its negligence or bad faith.
If any property other than cash shall at any time be subject to the lien of this
Indenture, the Trustee, if and to the extent authorized by a receivership or
bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax liens or other
prior liens or encumbrances thereon. The Company also covenants and agrees to
indemnify the Trustee for, and to hold it harmless against, any loss, liability
or expense incurred without negligence or bad faith on the part of the Trustee,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself
against any claim or liability in the premises. The obligations of the Company
under this Section shall constitute additional indebtedness hereunder. Such
additional indebtedness shall be secured by a lien prior to that of the
Securities 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 particular
Securities. "Trustee" for purposes of this Section shall include (i) the Trustee
in each of its other capacities hereunder and (ii) any predecessor Trustee;
provided, however, that the negligence, willful misconduct or bad faith of any
Trustee hereunder shall not affect the rights of any other Trustee hereunder.

          When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Section 6.01, the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
bankruptcy law.

          The provisions of this Section 7.06 shall survive the termination for
any reason of this Indenture.

          SECTION 7.07. DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee
shall have or acquire any conflicting interest within the meaning of the Trust
Indenture Act of 1939, it shall either eliminate such conflicting interest or
resign to the extent, in the manner and with the effect, and subject to the
conditions, provided in the Trust Indenture Act of 1939 and this Indenture. To
the extent permitted by such Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee (i) under this Indenture with
respect to Securities of more than one series. Nothing herein shall prevent the
Trustee from filing with the Securities and Exchange Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act of 1939.

          SECTION 7.08. PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. The Trustee
hereunder shall at all times be a corporation organized and doing business under
the laws of the United States or any State or territory thereof or of the
District of Columbia authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by Federal, state, territorial, or District of
Columbia authority. If such corporation publishes reports of condition at least
annually, pursuant to law or the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with this
Section, the Trustee shall resign immediately in the manner and with the effect
specified in Section 7.09.

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                                     - 31 -

          SECTION 7.09. RESIGNATION AND REMOVAL OF TRUSTEE; APPOINTMENT OF
SUCCESSOR. (a) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign with respect to any one or more or all series of Securities
by giving written notice to the Company and by mailing notice of such
resignation, to the holders of Securities of that or those series at their last
addresses as they shall appear on the Security Register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee or
trustees with respect to the applicable series by written instrument executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the resigning trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed with respect to a particular series and
have accepted appointment within 30 days after the mailing of such notice of
resignation, the resigning trustee may petition any court of competent
jurisdiction for the appointment of a successor trustee, or any Securityholder
who has been a bona fide holder of a Security or Securities of the applicable
series for at least 6 months may, subject to Section 6.08, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor trustee. Such court may thereupon after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

          (b)  If at any time:

               (1)  the Trustee shall fail to comply with Section 7.07(a) after
          written request therefor by the Company or by any Securityholder who
          has been a bona fide holder of a Security or Securities for at least 6
          months, or

               (2)  the Trustee shall cease to be eligible under Section 7.08
          and shall fail to resign after written request therefor by the Company
          or by any such Securityholder, or

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

then, in any such case, the Company may remove the Trustee with respect to the
applicable series of Securities, and appoint a successor trustee by written
instrument, in duplicate, executed by order of the Board of Directors of the
Company, one copy of which instrument shall be delivered to the trustee so
removed and one copy to the successor trustee, or, subject to Section 6.08, any
Securityholder who has been a bona fide holder of a Security or Securities of
any such series for at least 6 months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor trustee with respect to such
series. Such court may thereupon after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a successor trustee with
respect to such series.

          (c)  The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may at any time remove the
Trustee with respect to that series and appoint with respect to such series a
successor trustee by delivering to the trustee so removed, to the successor
trustee so appointed and to the Company, the evidence provided for in Section
8.01 of the action taken by the Securityholders.

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                                     - 32 -

          (d)  Any resignation or removal of the Trustee and any appointment of
a successor trustee pursuant to this Section shall become effective upon
acceptance of appointment by the successor trustee as provided in Section 7.10.

          SECTION 7.10. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor trustee appointed under Section 7.09 shall execute, acknowledge and
deliver to the Company and to its predecessor trustee with respect to any or all
applicable series 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, trusts, duties and
obligations with respect to such series 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 the provisions
of Section 7.06, execute and deliver an instrument transferring to such
successor trustee all the rights, powers and trusts with respect to such series
of the trustee so ceasing to act. Upon request of any such successor trustee,
the Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming 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 7.06.

          In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
predecessor Trustee and each successor Trustee with respect to the Securities of
any applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Securities of any series as to which the predecessor
Trustee is not retiring shall continue to be vested in the predecessor Trustee,
and shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee.

          No successor Trustee with respect to any series of Securities shall
accept appointment as provided in this Section unless at the time of such
acceptance such successor Trustee shall with respect to such series be qualified
under Section 7.07 and eligible under Section 7.08.

          Upon acceptance of appointment by a successor Trustee with respect to
the Securities of any series, the Company shall mail notice of the succession of
such Trustee hereunder to the holders of Securities of such series at their last
addresses as they shall appear on the Security Register. If the Company fails to
mail such notice within 10 days after acceptance of appointment by the successor
Trustee, the successor Trustee shall cause such notice to be mailed at the
expense of the Company.

          SECTION 7.11. MERGER, CONVERSION OR CONSOLIDATION OF TRUSTEE. Any
person into which the Trustee may be merged or converted or with which it may be
consolidated, or any person resulting from any merger, conversion or
consolidation to which the Trustee shall be a

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                                     - 33 -

party, or any person succeeding to all or substantially all the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such person shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

          SECTION 7.12. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If
the Trustee shall be or become a creditor of the Company or any other obligor
upon the Securities (other than by reason of a relationship described in Section
311(b) of the Trust Indenture Act of 1939), the Trustee shall be subject to any
and all applicable provisions of the Trust Indenture Act of 1939 regarding the
collection of claims against the Company or such other obligor. For purposes of
Section 311(b) of the Trust Indenture Act of 1939:

               (a)  The term "cash transaction" shall mean any transaction in
     which full payment for goods or securities sold is made within 7 days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand.

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

                                  ARTICLE EIGHT

                         CONCERNING THE SECURITYHOLDERS

          SECTION 8.01. EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS. Whenever in
this Indenture it is provided that the holders of a specified percentage or a
majority in aggregate principal amount of the Securities or of any series of
Securities may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action)
the fact that at the time of taking any such action the holders of such
specified percentage or majority have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by
Securityholders in person or by agent or proxy appointed in writing, or (b) by
the record of the holders of Securities voting in favor thereof at any meeting
of Securityholders duly called and held in accordance with the provisions of
Article Nine, or (c) by a combination of such instrument or instruments and any
such record of such a meeting of Securityholders.

          SECTION 8.02. PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES. Subject to the provisions of Sections 7.01, 7.02 and 9.05, proof of
the execution of

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                                     - 34 -

any instrument by a Securityholder or his agent or proxy and proof of the
holding by any person of any of the Securities shall be sufficient if made in
the following manner:

          The fact and date of the execution by any such person of any
instrument may be proved by the certificate of any notary public or other
officer authorized to take acknowledgments of deeds to be recorded in any State
within the United States, that the person executing such instrument acknowledged
to him the execution thereof, or by an affidavit of a witness to such execution
sworn to before any such notary or other such officer. Where such execution is
by an officer of a corporation or association or a member of a partnership on
behalf of such corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The fact and
the date of the execution of any such instrument may also be proved in any other
manner which the Trustee may deem sufficient.

          The ownership of Securities may be proved by the Security Register or
by a certificate of the Security registrar.

          The Trustee may require such additional proof, if any, of any material
referred to in this Section as it shall deem necessary.

          The record of any Securityholders' meeting shall be proved as provided
in Section 9.06.

          SECTION 8.03. REGISTERED HOLDERS OF SECURITIES MAY BE TREATED AS
OWNERS. The Company, the Trustee, any paying agent, and any Security registrar
may deem and treat the person in whose name any Security shall be registered
upon the Security Register as the absolute owner of such Security (whether or
not such Security shall be overdue and notwithstanding any notice of ownership
or writing thereon made by anyone other than the Security registrar) for the
purpose of receiving payment thereof or on account thereof and of interest
thereon as herein provided and for all other purposes, and neither the Company
nor the Trustee nor any paying agent nor any Security registrar shall be
affected by any notice to the contrary. All such payments so made to any such
registered holder for the time being, or upon his order, shall be valid, and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for moneys payable upon any such Security.

          SECTION 8.04. SECURITIES OWNED BY COMPANY DEEMED NOT OUTSTANDING. In
determining whether the holders of the requisite aggregate principal amount of
Securities have concurred in any direction, consent or waiver under this
Indenture, Securities which are owned by the Company or any other obligor on the
Securities 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 Securities shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities which the Trustee knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section, if the pledgee shall
establish to the satisfaction of the Trustee that the pledgee has the right to
vote such Securities 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. Subject to the provisions of Section 7.01, in
case of a dispute as to such right, any decision by the Trustee, taken upon the
advice of counsel, shall be full protection to the Trustee.

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                                     - 35 -

          SECTION 8.05. RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior
to (but not after) the evidencing to the Trustee, as provided in Section 8.01,
of the taking of any action by the holders of the percentage in aggregate
principal amount of the Securities or of any series of Securities specified in
this Indenture in connection with such action, any holder of a Security the
serial number of which is shown by the evidence to be included in the Securities
the holders of which have consented to such action may, by filing written notice
with the Trustee at its principal office and upon proof of holding as provided
in Section 8.02, revoke such action so far as concerns such Security. Except as
aforesaid, any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange therefor or in place
thereof, irrespective of whether or not any notation in regard thereto is made
upon such Security or any Security issued in exchange therefor or in place
thereof. Any action taken by the holders of the percentage in aggregate
principal amount of the Securities specified in this Indenture in connection
with such action shall be conclusively binding upon the Company, the Trustee and
the holders of all the Securities.

                                  ARTICLE NINE

                            SECURITYHOLDERS' MEETINGS

          SECTION 9.01. PURPOSES FOR WHICH SECURITYHOLDERS' MEETINGS MAY BE
CALLED. A meeting of Securityholders may be called at any time and from time to
time pursuant to this Article for any of the following purposes:

               (1)  to give any notice to the Company or to the Trustee, or to
     give any directions to the Trustee, or to waive or to consent to the
     waiving of any default hereunder and its consequences, or to take any other
     action authorized to be taken by Securityholders pursuant to Article Six;

               (2)  to remove the Trustee and appoint a successor trustee
     pursuant to Article Seven;

               (3)  to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to Section 10.02; or

               (4)  to take any other action authorized to be taken by or on
     behalf of the holders of any specified aggregate principal amount of the
     Securities under any other provision of this Indenture or under applicable
     law.

          SECTION 9.02. CALL OF MEETINGS BY TRUSTEE. The Trustee may at any time
call a meeting of Securityholders of any series to be held at any such time and
at such place in the Borough of Manhattan, The City of New York, as the Trustee
shall determine. Notice of every meeting of Securityholders, 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 mailed by the Trustee, first-class postage
prepaid, not less than 20 nor more than 180 days prior to the date fixed for the
meeting, to the holders of Securities of such series at their last addresses as
they shall appear upon the Security Register.

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                                     - 36 -

          SECTION 9.03. COMPANY AND SECURITYHOLDERS MAY CALL MEETING. In case
the Company, pursuant to a resolution of its Board of Directors, or the holders
of at least 10% in aggregate principal amount of the Securities of any series
then outstanding, shall have requested the Trustee to call a meeting of
Securityholders of such series, by written request setting forth in reasonable
detail the action proposed to be taken at the meeting, and the Trustee shall not
have made the mailing of the notice of such meeting within 20 days after receipt
of such request, then the Company or the holders of such Securities in the
amount above specified may determine the time and the place in said Borough of
Manhattan for such meeting and may call such meeting to take any action
authorized in Section 9.01, by mailing notice thereof as provided in Section
9.02.

          SECTION 9.04. PERSONS ENTITLED TO VOTE AT MEETING. To be entitled to
vote at any meeting of Securityholders of a series a person shall be (a) a
registered holder of one or more Securities of such series or (b) a person
appointed by an instrument in writing as proxy for the holder or holders of such
Securities by a registered holder of one or more such Securities. The only
persons who shall be entitled to be present or to speak at any meeting of
Securityholders shall be the persons entitled to vote at such meeting and their
counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

          SECTION 9.05. DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
OF MEETING. Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities 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. Such regulations may provide that
written instruments appointing proxies, regular on their face, may be presumed
valid and genuine without the proof specified in Section 8.02 or other proof.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 8.02 and the
appointment of any proxy shall be proved in the manner specified in said Section
8.02 or by having the signature of the person executing the proxy witnessed or
guaranteed by any bank, banker, trust company or firm satisfactory to the
Trustee.

          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 Securityholders as provided in Section 9.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by vote of the holders of a majority
in principal amount of the Securities represented at the meeting and entitled to
vote.

          Subject to the provisions of Section 8.04, at any meeting any
Securityholder of a series or proxy shall be entitled to one vote for each
$1,000 principal amount of Securities of such series held or represented by him
(in the case of Original Issue Discount Securities, such principal amount is the
amount that would be due and payable upon the acceleration of the maturity
thereof pursuant to Section 6.01) provided, however, that no vote shall be cast
or counted at any meeting in respect of any Security challenged as not
outstanding and ruled by the chairman of the meeting to be not outstanding. The
chairman of the meeting shall have no right to vote other than by virtue of
Securities of such series held by him or instruments in writing as aforesaid
duly designating him as the person to vote on behalf of other Securityholders of
such

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                                     - 37 -

series. Any meeting of Securityholders duly called pursuant to Section 9.02 or
9.03 may be adjourned from time to time, and the meeting may be held as so
adjourned without further notice.

          At any meeting, the presence of persons holding or representing
Securities in an aggregate principal amount sufficient to take action upon the
business for the transaction of which such meeting was called shall be necessary
to constitute a quorum; but, if less than a quorum be present, the persons
holding or representing a majority of the Securities represented at the meeting
may adjourn such meeting with the same effect, for all intents and purposes, as
though a quorum had been present.

          SECTION 9.06. COUNTING VOTE AND RECORDING ACTION OF MEETING. The vote
upon any resolution submitted to any meeting of Securityholders of a series
shall be by written ballots on which shall be subscribed the signatures of the
holders of Securities of such series or of their representatives by proxy and
the serial number or numbers of the Securities of such series held or
represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Securityholders 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 mailed as provided in Sections 9.02 and 9.03. The record shall show
the serial numbers of the Securities 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, the latter to have attached thereto the ballots voted at the meeting.

          Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

                                   ARTICLE TEN

                             SUPPLEMENTAL INDENTURES

          SECTION 10.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
SECURITYHOLDERS. The Company, when authorized by a resolution of its Board of
Directors, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act of 1939 as it shall be in force at the
date of execution of such indenture or indentures) for one or more of the
following purposes:

               (a)  to evidence the succession of another corporation to the
     Company, or successive successions, and the assumption by the Successor of
     the covenants, agreements and obligations of the Company pursuant to
     Article Eleven;

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                                     - 38 -

               (b)  to add to the covenants and agreements of the Company such
     further covenants, agreements, restrictions or conditions for the
     protection of the holders of the Securities of all or any series as its
     Board of Directors and the Trustee shall consider to be for the protection
     of the holders of Securities of such series (and if such covenants,
     agreements, restrictions or conditions are to be for the benefit of less
     than all series of Securities, stating that such covenants, agreements,
     restrictions or conditions are expressly being included for the benefit of
     such series), and to make the occurrence, or the occurrence and
     continuance, of a default in any of such additional covenants, agreements,
     restrictions or conditions a default or an Event of Default permitting the
     enforcement of all or any of the several remedies provided in this
     Indenture as herein set forth; provided, however, that in respect of any
     such additional covenant, agreement, restriction or condition such
     supplemental indenture may provide for a particular period of grace after
     default (which period may be shorter or longer than that allowed in the
     case of other defaults) or may provide for an immediate enforcement upon
     such default or may limit the remedies available to the Trustee upon such
     default or may limit the right of the holders of Securities to waive such
     default;

               (c)  to add, delete or modify any Events of Default with respect
     to all or any series of the Securities, the form and terms of which are
     being established pursuant to such supplemental indenture as permitted in
     Sections 2.01, 2.02 and 2.03 (and, if any such event of default is
     applicable to fewer than all such series of the Securities, specifying the
     series to which such event of default is applicable), and to specify the
     rights and remedies of the Trustee and the holders of such Securities in
     connection therewith;

               (d)  to prohibit the authentication and delivery of additional
     series of Securities, to cure any ambiguity or to correct or supplement any
     provision contained herein or in any supplemental indenture which may be
     defective or inconsistent with any other provisions contained herein or in
     any supplemental indenture, or to make such other provisions in regard to
     matters or questions arising under this Indenture as shall not be
     inconsistent with the provisions of this Indenture or any supplemental
     indenture and shall not adversely affect the interests of the holders of
     the Securities;

               (e)  to establish the form and terms of the Securities of any
     series as permitted in Sections 2.01, 2.02 and 2.03, or to authorize the
     issuance of additional Securities of a series previously authorized or to
     add to the conditions, limitations or restrictions on the authorized
     amount, terms of purposes of issue, authentication or delivery of the
     Securities of any series, as herein set forth, or other conditions,
     limitations or restrictions thereafter to be observed; and

               (f)  to evidence and provide for the acceptance of appointment
     hereunder by a successor trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one trustee, pursuant to the requirements
     of Section 7.10.

          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 but the Trustee shall
not be obligated to enter into any such

<Page>
                                     - 39 -

supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

          Any supplemental indenture authorized by the provisions of this
Section shall be executed by the Company and the Trustee and shall not require
the consent of the holders of any of the Securities at the time outstanding,
notwithstanding Section 10.02.

          SECTION 10.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF
SECURITYHOLDERS. With the consent (evidenced as provided in Section 8.01) of the
holders of not less than a majority in aggregate principal amount of the
Securities of any series at the time outstanding, the Company, when authorized
by a resolution of its Board of Directors, and the Trustee may from time to time
and at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act of 1939 as it shall
be in force at the date of execution of such indenture or indentures) for the
purpose, with respect to Securities of such series, 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 in any manner the rights of the
holders of the Securities of such series; provided, however, that no such
supplemental indenture shall (i) extend the fixed maturity, or the earlier
optional date of maturity, if any, of any Security, or reduce the principal
amount thereof or the premium thereon, if any, or reduce the rate or extend the
time of payment of interest thereon, or make the principal thereof or premium,
if any, or interest thereon payable in any coin or currency other than that
provided in such Security without the consent of the holder of each Security so
affected, or (ii) reduce the principal amount of Securities of any series, the
holders of which are required to consent to any such supplemental indenture,
without the consent of the holders of all Securities of such series then
outstanding.

          Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of the Securityholders 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.

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

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

          Promptly after the execution by the Company and the Trustee of any
supplemental indenture under this Section, the Company shall mail a notice,
setting forth in general terms the substance of such supplemental indenture, to
the holders of Securities at their last addresses as they shall appear on the
Security Register. Any failure of the Company to mail such notice, or

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                                     - 40 -

any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture.

          SECTION 10.03. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution
of any supplemental indenture pursuant to the provisions of this Article, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitation of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company and the holders
of Securities shall thereafter be determined, exercised and enforced hereunder
subject in all respects to such modifications and amendments, and all the 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 10.04. NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to the provisions of this Article or after any
action taken at a Securityholders' meeting pursuant to the provisions of Article
Nine may, and if required by the Trustee shall, bear a notation in form approved
by the Trustee as to any matter provided for in such supplemental indenture or
as to any such action. If the Company and the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Company and the Trustee, to any modification of this Indenture contained in any
such supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Securities of such series then
outstanding.

          SECTION 10.05. OPINION OF COUNSEL TO BE GIVEN TRUSTEE. The Trustee,
subject to Sections 7.01 and 7.02, may receive an Opinion of Counsel as
conclusive evidence that any such supplemental indenture is authorized by the
terms of this Indenture and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof.

                                 ARTICLE ELEVEN

                         CONSOLIDATION, MERGER AND SALE

          SECTION 11.01. COMPANY MAY CONSOLIDATE OR MERGE, ETC. Subject to the
provisions of Section 11.02, nothing contained in this Indenture shall prevent
any consolidation of the Company with or the merger of the Company into any
other corporation, or any merger of any other corporation into the Company, or
successive consolidations or mergers to which the Company or its successor or
successors shall be a party or parties, or shall prevent any sale, transfer or
lease of the properties of the Company as an entirety or substantially as an
entirety to any other corporation lawfully entitled to acquire the same.

          SECTION 11.02. CONDITIONS TO CONSOLIDATION OR MERGER, ETC. The Company
covenants and agrees that it will not consolidate with or merge into any other
corporation, or sell, transfer or lease its properties as an entirety or
substantially as an entirety to any person unless, and the Company covenants and
agrees that any such consolidation, merger, sale, transfer or lease shall be
upon the conditions that (i) the successor corporation formed by or surviving
any such consolidation or merger or the person to which such sale, transfer or
lease shall have been made ("the Successor") shall be a corporation organized
and existing under the laws of the

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                                     - 41 -

United States of America or a state thereof, (ii) the due and punctual payment
of the principal of and premium, if any, and interest on the Securities
according to their tenor, and the due and punctual performance and observance of
all the terms, covenants and conditions of this Indenture, the Securities and
all indentures supplemental hereto to be performed or observed by the Company
shall, by an indenture supplemental hereto, executed and delivered to the
Trustee, be expressly assumed by the Successor, as fully and effectually as if
such Successor had been an original party hereto, and (iii) immediately after
such merger, consolidation, sale, transfer or lease, no Event of Default, and no
event which, after notice or lapse of time or both, would become an Event of
Default, shall have occurred and be continuing.

          The Successor, other than a Successor by reason of a lease of the
Company's properties, upon executing such indenture supplemental hereto, in form
satisfactory to the Trustee, shall succeed to and be substituted for the Company
with the same effect as if it had been an original party hereto, thus relieving
the Company of all liabilities hereunder and under the Securities, and the
Successor shall possess and from time to time may exercise each and every power
hereunder of the Company, and may execute and deliver Securities hereunder,
either in the name of the Company or the Successor, and any act or proceeding
required by this Indenture to be done or performed by any board or officer of
the Company may be done or performed with like force and effect by the like
board or officer of the Successor.

          SECTION 11.03. DOCUMENTS AND OPINION TO BE FURNISHED TO THE TRUSTEE.
The Company covenants and agrees that if it shall consolidate with or merge into
any other corporation or if it shall sell, transfer or lease its properties, as
an entirety or substantially as an entirety, the Company will promptly furnish
to the Trustee:

               (1)  A certificate signed by the President or a Vice President
     and by the Treasurer or an Assistant Treasurer or the Secretary or an
     Assistant Secretary of the Successor stating that the covenants of the
     Company contained in Section 11.02 have been complied with;

               (2)  An executed counterpart of any instrument or instruments
     executed by the Company or the Successor in the performance of such
     covenants; and

               (3)  An Opinion of Counsel stating that in the opinion of such
     counsel such covenants have been complied with and that any instrument or
     instruments executed by the Company or the Successor in the performance of
     such covenants comply with the requirements of such covenants.

          Each certificate, instrument and opinion furnished to the Trustee
pursuant to the provisions of this Section shall conform to the requirements of
Section 15.06.

          Subject to the provisions of Sections 7.01 and 7.02, the Trustee may
receive an Opinion of Counsel conforming to the requirements of Section 15.06 as
conclusive evidence that any such consolidation, merger, sale, transfer or
lease, any such assumption and any such supplemental indenture or other
instrument or instruments comply with the provisions of this Article.

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                                     - 42 -

                                 ARTICLE TWELVE

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                          DEFEASANCE; UNCLAIMED MONEYS

          SECTION 12.01. SATISFACTION AND DISCHARGE OF INDENTURE. If (a) the
Company shall deliver to the Trustee for cancellation all outstanding
Securities, or (b) all outstanding Securities not delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption and the Company shall deposit with the Trustee as trust funds the
entire amount sufficient to pay at maturity or upon redemption all such
Securities not delivered to the Trustee for cancellation, including principal
and premium, if any, and interest due or to become due to such date of maturity
or redemption, and if in either case the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect, and the Trustee, on demand of the Company and at
the cost and expense of the Company, shall execute proper instruments
acknowledging satisfaction of and discharging this Indenture. The Company agrees
to reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred by the Trustee without negligence or bad faith in connection
with this Indenture or the Securities.

          SECTION 12.02. DEFEASANCE. Provided that the same has been duly
authorized with respect to Securities of a particular series pursuant to Section
2.03(1), if, at any time after the date hereof, the Company shall deposit with
the Trustee, in trust for the benefit of the holders thereof, (i) funds
sufficient to pay, or (ii) such amount of direct noncallable obligations of, or
noncallable obligations the payment of principal of and interest on which is
fully guaranteed by, the United States of America, or to the payment of which
obligations or guarantees the full faith and credit of the United States of
America is pledged, as will, or will together with the income thereon without
consideration of any reinvestment thereof, be sufficient to pay all sums due for
principal of, premium, if any, and interest on the Securities of such series, as
they shall become due from time to time, and shall pay all costs, charges and
expenses incurred or to be incurred by the Trustee in relation thereto or in
carrying out the provisions of this Indenture, this Indenture shall cease to be
of further effect with respect to Securities of such series (except as to (i)
rights of registration of transfer, substitution and exchange of Securities of
such series, (ii) rights of holders to receive payments of, principal of,
premium, if any, and interest on the Securities of such series as they shall
become due from time to time and other rights, duties and obligations of
Securityholders as beneficiaries hereof with respect to the amounts so deposited
with the Trustee, and (iii) the rights, obligations and immunities of the
Trustee hereunder (for which purposes the Securities of such series shall be
deemed outstanding)), and the Trustee, on the written request of the Company,
accompanied by the Officers' Certificate and Opinion of Counsel required by
Section 15.06, shall execute and deliver to the Company such instruments as
shall be requisite to evidence the satisfaction thereof with respect to
Securities of such series.

          SECTION 12.03. APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT
OF SECURITIES. All moneys deposited with the Trustee pursuant to Sections 12.01
and 12.02, or received by the Trustee in respect of obligations deposited with
the Trustee pursuant to Section 12.02 shall be held in trust and applied by it
to the payment, either directly or through any paying agent (including the
Company acting as its own paying agent), to the holders of the particular

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                                     - 43 -

Securities, for the payment of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal, premium, if
any, and interest.

          SECTION 12.04. REPAYMENT OF MONEYS HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture all moneys then held by
any paying agent, other than the Trustee, under this Indenture shall, upon and
in accordance with demand of the Company, be paid to the Trustee and thereupon
such paying agent shall be released from all further liability with respect to
such moneys.

          SECTION 12.05. RETURN OF UNCLAIMED MONEYS. Any moneys deposited with
the Trustee or any paying agent not applied but remaining unclaimed by the
holders of Securities for 2 years after the date upon which the principal of and
premium, if any, or interest on such Securities shall have become due and
payable shall be repaid to the Company by the Trustee or such paying agent on
written demand; and the holder of any of the Securities entitled to receive such
payment shall thereafter look only to the Company for the payment thereof and
all liability of the Trustee or any such paying agent with respect to such
moneys shall thereupon cease. In the absence of any such Company Order, the
Trustee or any such paying agent shall from time to time deliver such unclaimed
funds to, or as directed by, the pertinent escheat authority, as identified by
the Trustee or such paying agent in its sole discretion, pursuant to and in
accordance with applicable unclaimed property laws, rules or regulations. Any
such delivery shall be in accordance with the customary practices and procedures
of the Trustee or such paying agent and the escheat authority and, upon any such
delivery, all liability of the Trustee and such paying agent with respect to
such unclaimed funds shall thereupon cease.

                                ARTICLE THIRTEEN

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

          SECTION 13.01. PERSONAL IMMUNITY FROM LIABILITY OF INCORPORATORS,
STOCKHOLDERS, ETC. No recourse under or upon any obligation, covenant or
agreement of this Indenture or any indenture supplemental hereto, or of any
Security, or for any claim based thereon or otherwise in respect thereof, shall
be had against any incorporator or against any past, present or future
stockholder, officer or member of the Board of Directors, as such, 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,
all such liability and any and all such claims being hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Securities.

                                ARTICLE FOURTEEN

                                  SUBORDINATION

          SECTION 14.01. SECURITIES SUBORDINATED TO SENIOR DEBT. With respect to
Securities of any series as to which, pursuant to Section 2.03(n), it has been
established that this

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                                     - 44 -

Article Fourteen applies (herein called the "Subordinated Securities"), the
Company covenants and agrees, and each holder of Subordinated Securities, by his
acceptance thereof, likewise covenants and agrees, that the indebtedness
represented by the Subordinated Securities and the payment of the principal of,
premium, if any, and interest on each and all of the Subordinated Securities are
hereby expressly subordinate and junior to the extent and in the manner
hereinafter set forth, in right of payment to the prior payment in full of all
Senior Indebtedness. "Senior Indebtedness" means all indebtedness of the Company
for the repayment of money borrowed (whether or not represented by bonds,
debentures, notes or other securities) other than the indebtedness evidenced by
the Subordinated Securities and any indebtedness subordinated to, or
subordinated on parity with, the Subordinated Securities. "Senior Indebtedness"
does not include customer deposits or other amounts securing obligations of
others to the Company.

          SECTION 14.02. EVENTS OF SUBORDINATION. In the event (a) of any
distribution of assets of the Company upon any dissolution, winding up,
liquidation or reorganization of the Company, whether in bankruptcy, insolvency,
reorganization or receivership proceedings or upon an assignment for the benefit
of creditors or any other marshalling of the assets and liabilities of the
Company or otherwise, except a distribution in connection with a consolidation,
merger or sale, transfer or lease of the properties of the Company which
complies with the requirements of Section 11.02, or (b) the principal of any
Senior Indebtedness shall have been declared due and payable by reason of an
event of default with respect thereto and such event of default shall not have
been rescinded, then:

                    (1)  in the circumstance described in the foregoing clause
          (a) the holders of all Senior Indebtedness, and in the circumstance
          described in the foregoing clause (b) the holders of all Senior
          Indebtedness outstanding at the time the principal of such Senior
          Indebtedness shall have been so declared due and payable, shall first
          be entitled to receive payment of the full amount due thereon in
          respect of principal, premium, if any, and interest, or provision
          shall be made for such amount in money or money's worth, before the
          holders of any of the Subordinated Securities are entitled to receive
          any payment on account of the principal of, premium, if any, or
          interest on the indebtedness evidenced by the Subordinated Securities;

                    (2)  any payment by, or distribution of assets of, the
          Company of any kind or character, whether in cash, property or
          securities (other than securities of the Company as reorganized or
          readjusted or securities of the Company or any other corporation
          provided for by a plan of reorganization or readjustment the payment
          of which is subordinate, at least to the extent provided in this
          Article with respect to the Subordinated Securities, to the payment of
          all Senior Indebtedness, provided that the rights of the holders of
          the Senior Indebtedness are not altered by such reorganization or
          readjustment), to which the holders of any of the Subordinated
          Securities or the Trustee would be entitled except for the provisions
          of this Article shall be paid or delivered by the person making such
          payment or distribution, whether a trustee in bankruptcy, a receiver
          or liquidating trustee or otherwise, directly to the holders of such
          Senior Indebtedness or their representative or representatives or to
          the trustee or trustees under any indenture under which any
          instruments evidencing any of such Senior Indebtedness may have been
          issued, ratably according to the aggregate amounts remaining unpaid on
          account of such Senior Indebtedness held or represented by

<Page>

                                     - 45 -

          each, to the extent necessary to make payment in full of all Senior
          Indebtedness remaining unpaid after giving effect to any concurrent
          payment or distribution (or provision therefor) to the holders of such
          Senior Indebtedness, before any payment or distribution is made to the
          holders of the indebtedness evidenced by the Subordinated Securities
          or to the Trustee under this Indenture; and

                    (3)  in the event that, notwithstanding the foregoing, any
          payment by, or distribution of assets of, the Company of any kind of
          character, whether in cash, property or securities (other than
          securities of the Company as reorganized or readjusted or securities
          of the Company or any other corporation provided for by a plan of
          reorganization or readjustment the payment of which is subordinate, at
          least to the extent provided in this Article with respect to the
          Subordinated Securities, to the payment of all Senior Indebtedness,
          provided that the rights of the holders of Senior Indebtedness are not
          altered by such reorganization or readjustment), shall be received by
          the Trustee or the holders of any of the Subordinated Securities
          before all Senior Indebtedness is paid in full, such payment or
          distribution shall be paid over to the holders of such Senior
          Indebtedness or their representative or representatives or to the
          trustee or trustees under any indenture under which any instruments
          evidencing any of such Senior Indebtedness may have been issued,
          ratably as aforesaid, for application to the payment of all Senior
          Indebtedness remaining unpaid until all such Senior Indebtedness shall
          have been paid in full, after giving effect to any concurrent payment
          or distribution (or provision therefor) to the holders of such Senior
          Indebtedness.

          SECTION 14.03. SUBROGATION. Subject to the payment in full of all
Senior Indebtedness, the holders of the Subordinated Securities shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive
payments or distribution of cash, property or securities of the Company
applicable to such Senior Indebtedness until all amounts owing on the
Subordinated Securities shall be paid in full, and, as among the Company, its
creditors other than holders of such Senior Indebtedness, and the holders of the
Subordinated Securities, no such payment or distribution made to the holders of
Senior Indebtedness by virtue of this article which otherwise would have been
made to the holders of the Subordinated Securities shall be deemed to be a
payment by the Company on account of such Senior Indebtedness, it being
understood that the provisions of this Article are and are intended solely for
the purpose of defining the relative rights of the holders of the Subordinated
Securities, on the one hand, and the holders of Senior Indebtedness, on the
other hand.

          SECTION 14.04. OBLIGATION OF COMPANY UNCONDITIONAL. Nothing contained
in this Article or elsewhere in this Indenture or in the Subordinated Securities
is intended to or shall impair, as among the Company, its creditors other than
the holders of Senior Indebtedness, and the holders of the Subordinated
Securities the obligation of the Company, which is absolute and unconditional to
pay to the holders of the Subordinated Securities the principal of, premium, if
any, and interest on the Subordinated Securities as and when the same shall
become due and payable in accordance with their terms, or is intended to or
shall affect the relative rights of the holders of the Subordinated Securities
and creditors of the Company other than the holders of Senior Indebtedness, nor
shall anything herein or therein prevent the Trustee or the holder of any
Subordinated Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of

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                                     - 46 -

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

          Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee and the holders of the Subordinated Securities
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which any such dissolution, winding up, liquidation or
reorganization proceeding affecting the affairs of the Company is pending or
upon a certificate of the trustee in bankruptcy, receiver, assignee for the
benefit of creditors, liquidating trustee or agent or other Person making any
payment or distribution, delivered to the Trustee or to the holders of the
Subordinated Securities, for the purpose of ascertaining the Persons entitled to
participate in such payment or distribution, the holders of the Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount paid or distributed thereon and all other facts
pertinent thereto or to this Article. In the event that the Trustee determines,
in good faith, that further evidence is required with respect to the right of
any person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Section, the Trustee may request such person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of Senior Indebtedness held by such Person, as to the extent to which such
Person is entitled to participate in such payment or distribution, and as to
other facts pertinent to the right of such Person under this Section, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

          SECTION 14.05. PAYMENTS ON SUBORDINATED SECURITIES PERMITTED. Nothing
contained in this Article or elsewhere in this Indenture, or in any of the
Subordinated Securities, shall affect the obligation of the Company to make, or
prevent the Company from making, payments of the principal of, premium, if any,
or interest on the Subordinated Securities in accordance with the provision
hereof and thereof, or shall prevent the Trustee or any paying agent of the
Company from applying any moneys deposited with it hereunder to the payment of
the principal of, premium, if any, or interest on the Subordinated Securities,
in each case except as otherwise provided in this Article.

          SECTION 14.06. EFFECTUATION OF SUBORDINATION BY TRUSTEE. Each holder
of Subordinated Securities, by his acceptance thereof, authorizes and directs
the Trustee in his behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article and appoints the
Trustee his attorney-in-fact for any and all such purposes.

          SECTION 14.07. KNOWLEDGE OF TRUSTEE. Notwithstanding the provisions of
this Article or any other provisions of this Indenture, the Trustee shall not be
charged with knowledge of the existence of any facts which would prohibit the
making of any payment of moneys to or by the Trustee, or the taking of any other
action by the Trustee (and shall not be liable for making such payment or taking
such action), unless and until a responsible officer of the Trustee having
responsibility for the administration of the trust established by this Indenture
shall have received written notice thereof from the Company, any holder of
Subordinated Securities, any paying agent of the Company or any holder or
representative of any class of Senior Indebtedness, and, prior to the receipt of
any such written notice, the Trustee shall be entitled in all respects to assume
that no such facts exist; provided that, if prior to the third business day
preceding the date upon which by the terms hereof any monies become payable for
any purpose (including, without limitation, the payment of either the principal
of or interest on

<Page>

                                      - 47 -

any Subordinated Security), or the date of the execution of an instrument
pursuant to Section 12.02 acknowledging satisfaction and discharge of this
Indenture, a responsible officer of the Trustee shall not have received with
respect to such monies or to such funds or obligations deposited pursuant to
Section 12.02, the notice provided for in this Section 14.07, then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such monies or such funds or obligations and
apply the same to the purpose for which they were received and shall not be
affected by any notice to the contrary which may be received by it on or after
such date.

          SECTION 14.08. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS. The Trustee
shall be entitled to all the rights set forth in this Article with respect to
any Senior Indebtedness at the time held by it, to the same extent as any other
holder of Senior Indebtedness, and nothing in Section 7.12 or elsewhere in this
Indenture shall deprive the Trustee of any of its rights as such holder. Nothing
in this Article shall apply to claims of or payments to the Trustee under or
pursuant to Section 7.06.

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

          SECTION 14.09. RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT IMPAIRED.
No right of any present or future holder of any Senior Indebtedness to enforce
the subordination herein shall at any time or in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holder may have or be
otherwise charged with.

                                 ARTICLE FIFTEEN

                            MISCELLANEOUS PROVISIONS

          SECTION 15.01. SUCCESSORS. All the covenants, stipulations, promises
and agreements in this Indenture contained by or in behalf of the Company shall
bind its successors and assigns, whether so expressed or not.

          SECTION 15.02. BENEFITS OF INDENTURE RESTRICTED TO PARTIES AND
SECURITYHOLDERS. Nothing in this Indenture or in the Securities, expressed or
implied, shall give or be construed to give to any person, other than the
Company, the Trustee and the Securityholders, any legal or equitable right,
remedy or claim under or in respect of this Indenture.

<Page>

                                     - 48 -

          SECTION 15.03. PAYMENTS DUE ON SUNDAYS AND HOLIDAYS. In any case where
the date of maturity of principal of or interest on any Securities or the date
fixed for redemption of any Securities shall be a Sunday or legal holiday or a
day on which banking institutions in the City of New York are authorized by law
to close, then payment of interest or principal and premium, if any, 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 no interest shall
accrue for the period after such date.

          SECTION 15.04. NOTICES AND DEMANDS ON COMPANY AND TRUSTEE. 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 holders of Securities on the Company
shall be in writing and shall be deemed to have been sufficiently given or
served, for all purposes, if given or served at, or sent by registered mail to,
the principal office of the Company (until another address is filed in writing
by the Company with the Trustee). Any notice, direction, request or demand by
any Securityholder to or upon the Trustee shall be in writing and shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made at, or sent by registered mail to, the office of the Trustee located at 450
West 33rd Street, New York, New York 10001, Attention: Capital Markets Fiduciary
Services, or at any other address previously furnished in writing to the Company
by the Trustee. Any notice required or permitted to be mailed to a
Securityholder by the Company or the Trustee pursuant to the provisions of this
Indenture shall be in writing and shall be deemed to be properly mailed by being
deposited, first class mail postage prepaid, in a post office letter box in the
United States addressed to such Securityholder at the address of such holder as
shown on the Security Register.

          SECTION 15.05. LAW OF NEW YORK TO GOVERN. This Indenture and each
Security shall be deemed to be a contract made under the law of the State of New
York, and for all purposes shall be construed in accordance with the law of said
State.

          SECTION 15.06. OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL;
STATEMENTS TO BE CONTAINED THEREIN. Upon any application or demand by the
Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers' Certificate
stating that all conditions precedent provided for in this Indenture relating to
the proposed action have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent have been
complied with, except that in the case of any such application or demand as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relative to such particular application or demand, no
additional certificate or opinion need be furnished.

          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, shall include (1) a statement that the person
making such certificate or opinion has read such covenant or condition and the
definitions herein relating thereto; (2) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based; (3) a statement that, in the
opinion of such person, he has made such examination or investigation as is
necessary to enable him to express an informed opinion as to whether or not such
covenant or condition has been complied with; and (4) a statement as to whether
or not, in the opinion of such person, such condition or covenant has been
complied with.

<Page>

                                     - 49 -

          SECTION 15.07. CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT OF 1939. If and to the extent that any provision of this Indenture
(or any provision of the terms of a series of Securities) limits, qualifies or
conflicts with another provision included in this Indenture which is required to
be included in this Indenture by any of sections 310 to 317, inclusive, of the
Trust Indenture Act of 1939, such required provision shall control.

          SECTION 15.08. 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 15.09. SEVERABILITY. If any provision of this Indenture shall
be held or deemed to be or shall, in fact, be inoperative or unenforceable as
applied in any particular case in any jurisdiction or jurisdictions or in all
jurisdictions, or in all cases because it conflicts with any other provision or
provisions hereof or any constitution or statute or rule of public policy or for
any other reason, such circumstances shall not have the effect of rendering the
provision in question inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions herein contained
invalid, inoperative, or unenforceable to any extent whatever.

<Page>

                                     - 50 -

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

                                 ORANGE AND ROCKLAND UTILITIES, INC.


                                 By
                                      Hyman Schoenblum
                                      Vice President and Chief Financial Officer


[CORPORATE SEAL]
ATTEST:

-----------------------------
[Title]

                                 THE CHASE MANHATTAN BANK,
                                   Trustee


                                 By
                                      James P. Freeman
                                      Vice President


[CORPORATE SEAL]
ATTEST:

-----------------------------
[Title]

<Page>

                                     - 51 -

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

     On the 15th day of June, 2000 before me personally came Hyman Schoenblum,
to me known, who, being by me duly sworn, did depose and say that he is a Vice
President and Chief Financial Officer of ORANGE AND ROCKLAND UTILITIES, INC.,
one of the corporations described in and which executed the above instrument;
that he knows the corporate seal of said corporation; that the seal affixed to
the said instrument is such corporate seal; that it was so affixed by authority
of the Board of Directors of said corporation; and that he signed his name
thereto by like authority.

[NOTORIAL SEAL]

                                              ----------------------------------
                                              Peter J. Barrett
                                              Notary Public, State of New York
                                              No. 4973207
                                              Qualified in Westchester County
                                      Commission Expires: October 15, 2000


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

     On the 15th day of June, 2000 before me personally came James P. Freeman,
to me known, who, being by me duly sworn, did depose and say that he is a Vice
President of THE CHASE MANHATTAN BANK, one of the corporations described in and
which executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.

[NOTORIAL SEAL]

                                              ----------------------------------
                                              Peter J. Barrett
                                              Notary Public, State of New York
                                              No. 4973207
                                              Qualified in Westchester County
                                      Commission Expires: October 15, 2000