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                                                                     EXHIBIT 4.7

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                             UNION ELECTRIC COMPANY

                                       TO

                           --------------------------
                                     Trustee

                                FORM OF INDENTURE
                     (FOR SENIOR UNSECURED DEBT SECURITIES)

                          DATED AS OF ___________, 200_

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                             UNION ELECTRIC COMPANY

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                   AND INDENTURE, DATED AS OF __________, 200_

<Table>
<Caption>
TRUST INDENTURE ACT SECTION                                                    INDENTURE SECTION
<S>             <C>                                                             <C>
Section 310     (a)(1)........................................................        909
                (a)(2)........................................................        909
                (a)(3)........................................................        914
                (a)(4)........................................................  Not Applicable
                (b)...........................................................        909
                                                                                      910
Section 311     (a)...........................................................        913
                (b)...........................................................        913
                (c)...........................................................        913
Section 312     (a)...........................................................       1001
                (b)...........................................................       1001
                (c)...........................................................       1001
Section 313     (a)...........................................................       1002
                (b)...........................................................       1002
                (c)...........................................................       1002
                (d)...........................................................       1002
Section 314     (a)...........................................................       1002
                (a)(4)........................................................        606
                (b)...........................................................  Not Applicable
                (c)(1)........................................................        102
                (c)(2)........................................................        102
                (c)(3)........................................................  Not Applicable
                (d)...........................................................  Not Applicable
                (e)...........................................................        102
Section 315     (a)...........................................................        901
                                                                                      903
                (b)...........................................................        902
                (c)...........................................................        901
                (d)...........................................................        901
                (e)...........................................................        814
Section 316     (a)...........................................................        812
                                                                                      813
                (a)(1)(A).....................................................        802
                                                                                      812
                (a)(1)(B).....................................................        813
                (a)(2)........................................................  Not Applicable
                (b)...........................................................        808
Section 317     (a)(1)........................................................        803
                (a)(2)........................................................        804
                (b)...........................................................        603
Section 318     (a) ..........................................................        107
</Table>

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                                Table of Contents

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

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101     Definitions.......................................................................1
Section 102     Compliance Certificates and Opinions..............................................7
Section 103     Form of Documents Delivered to Trustee............................................8
Section 104     Acts of Holders...................................................................9
Section 105     Notices, etc., to Trustee and Company............................................10
Section 106     Notice to Holders of Securities; Waiver..........................................11
Section 107     Conflict With Trust Indenture Act................................................11
Section 108     Effect of Headings and Table of Contents.........................................11
Section 109     Successors and Assigns...........................................................11
Section 110     Separability Clause..............................................................12
Section 111     Benefits of Indenture............................................................12
Section 112     Governing Law....................................................................12
Section 113     Legal Holidays...................................................................12

                                   ARTICLE TWO

                                 SECURITY FORMS

Section 201     Forms Generally..................................................................12
Section 202     Form of Trustee's Certificate of Authentication..................................13

                                  ARTICLE THREE

                                 THE SECURITIES

Section 301     Amount Unlimited; Issuable in Series.............................................13
Section 302     Denominations....................................................................16
Section 303     Execution, Authentication, Delivery and Dating...................................16
Section 304     Temporary Securities.............................................................18
Section 305     Registration, Registration of Transfer and Exchange..............................19
Section 306     Mutilated, Destroyed, Lost and Stolen Securities.................................20
Section 307     Payment of Interest; Interest Rights Preserved...................................21
Section 308     Persons Deemed Owners............................................................22
Section 309     Cancellation by Security Registrar...............................................22
Section 310     Computation of Interest..........................................................23
Section 311     Payment to be in Proper Currency.................................................23
Section 312     Extension of Interest Payment Periods............................................23

                                  ARTICLE FOUR

                            REDEMPTION OF SECURITIES

Section 401     Applicability of Article.........................................................23
Section 402     Election to Redeem; Notice to Trustee............................................23
</Table>

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<Table>
<S>             <C>                                                                              <C>
Section 403     Selection of Securities to be Redeemed...........................................24
Section 404     Notice of Redemption.............................................................24
Section 405     Securities Payable On Redemption Date............................................25
Section 406     Securities Redeemed in Part......................................................25

                                  ARTICLE FIVE

                                  SINKING FUNDS

Section 501     Applicability of Article.........................................................26
Section 502     Satisfaction of Sinking Fund Payments With Securities............................26
Section 503     Redemption of Securities for Sinking Fund........................................26

                                   ARTICLE SIX

                                    COVENANTS

Section 601     Payment of Principal, Premium and Interest.......................................27
Section 602     Maintenance of Office or Agency..................................................27
Section 603     Money for Securities Payments to be Held in Trust................................28
Section 604     Corporate Existence..............................................................29
Section 605     Maintenance of Properties........................................................29
Section 606     Annual Officer's Certificate as to Compliance....................................29
Section 607     Waiver of Certain Covenants......................................................30

                                  ARTICLE SEVEN

                           SATISFACTION AND DISCHARGE

Section 701     Satisfaction and Discharge of Securities.........................................30
Section 702     Legal and Covenant Defeasance....................................................31
Section 703     Application of Trust Money.......................................................34

                                  ARTICLE EIGHT

                           EVENTS OF DEFAULT; REMEDIES

Section 801     Events of Default................................................................34
Section 802     Acceleration of Maturity; Rescission and Annulment...............................36
Section 803     Collection of Indebtedness and Suits for Enforcement by Trustee..................37
Section 804     Trustee May File Proofs of Claim.................................................37
Section 805     Trustee May Enforce Claims Without Possession of Securities......................38
Section 806     Application of Money Collected...................................................38
Section 807     Limitation On Suits..............................................................38
Section 808     Unconditional Right of Holders to Receive Principal, Premium and Interest........39
Section 809     Restoration of Rights and Remedies...............................................39
Section 810     Rights and Remedies Cumulative...................................................39
Section 811     Delay or Omission Not Waiver.....................................................39
Section 812     Control by Holders of Securities.................................................40
Section 813     Waiver of Past Defaults..........................................................40
Section 814     Undertaking for Costs............................................................40
Section 815     Waiver of Stay or Extension Laws.................................................41
</Table>

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<Table>
<S>             <C>                                                                              <C>
                                  ARTICLE NINE

                                   THE TRUSTEE

Section 901     Certain Duties and Responsibilities..............................................41
Section 902     Notice of Defaults...............................................................42
Section 903     Certain Rights of Trustee........................................................42
Section 904     Not Responsible for Recitals or Issuance of Securities...........................43
Section 905     May Hold Securities..............................................................43
Section 906     Money Held in Trust..............................................................44
Section 907     Compensation and Reimbursement...................................................44
Section 908     Disqualification; Conflicting Interests..........................................44
Section 909     Corporate Trustee Required; Eligibility..........................................44
Section 910     Resignation and Removal; Appointment of Successor................................45
Section 911     Acceptance of Appointment by Successor...........................................47
Section 912     Merger, Conversion, Consolidation or Succession to Business......................48
Section 913     Preferential Collection of Claims Against Company................................48
Section 914     Co-trustees and Separate Trustees................................................48
Section 915     Appointment of Authenticating Agent..............................................49

                                   ARTICLE TEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 1001    Lists of Holders.................................................................51
Section 1002    Reports by Trustee and Company...................................................51

                                  ARTICLE ELEVEN

                CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

Section 1101    Company May Consolidate, Etc., Only On Certain Terms.............................52
Section 1102    Successor Corporation Substituted................................................52

                                 ARTICLE TWELVE

                             SUPPLEMENTAL INDENTURES

Section 1201    Supplemental Indentures Without Consent of Holders...............................52
Section 1202    Supplemental Indentures With Consent of Holders..................................54
Section 1203    Execution of Supplemental Indentures.............................................55
Section 1204    Effect of Supplemental Indentures................................................56
Section 1205    Conformity With Trust Indenture Act..............................................56
Section 1206    Reference in Securities to Supplemental Indentures...............................56
Section 1207    Modification Without Supplemental Indenture......................................56

                                ARTICLE THIRTEEN

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

Section 1301    Purposes for Which Meetings May be Called........................................56
Section 1302    Call, Notice and Place of Meetings...............................................57
</Table>

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<Table>
<S>             <C>                                                                              <C>
Section 1303    Persons Entitled to Vote At Meetings.............................................57
Section 1304    Quorum; Action...................................................................57
Section 1305    Attendance At Meetings; Determination of Voting Rights; Conduct and Adjournment
                of Meetings......................................................................58
Section 1306    Counting Votes and Recording Action of Meetings..................................59
Section 1307    Action Without Meeting...........................................................59

                                     ARTICLE FOURTEEN

                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 1401    Liability Solely Corporate.......................................................60
</Table>

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        INDENTURE, dated as of _________, 200_, between UNION ELECTRIC COMPANY,
a corporation duly organized and existing under the laws of the State of
Missouri (herein called the "COMPANY"), having its principal office at 1901
Chouteau Avenue, St. Louis, Missouri 63103, and ______________________, a
corporation duly organized and existing under the laws of the State of
______________, having its principal corporate trust office at
____________________________________________, as Trustee (herein called the
"TRUSTEE").

                             RECITAL OF THE COMPANY

        The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior unsecured
debentures, notes or other evidences of indebtedness (herein called the
"SECURITIES"), to be issued in one or more series as contemplated herein; and
all acts necessary to make this Indenture a valid agreement of the Company have
been performed.

        For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires, capitalized terms used herein
shall have the meanings assigned to them in Article One of this Indenture.

                   NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

        Section 101 DEFINITIONS. For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires, the terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular;

                (b) all terms used herein without definition which are defined
in the Trust Indenture Act, either directly or by reference therein, have the
meanings assigned to them therein;

                (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the date of such
computation or, at the election of the Company from time to time, at the date of
the execution and delivery of this Indenture; PROVIDED, HOWEVER, that in
determining generally accepted accounting principles applicable to the Company,
the Company shall, to the extent required, conform to any order, rule or
regulation of any administrative agency, regulatory authority or other
governmental body having jurisdiction over the Company; and

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

        Certain terms, used principally in Article Nine, are defined in that
Article.

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

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

        "AUTHENTICATING AGENT" means any Person (other than the Company or an
Affiliate of the Company) authorized by the Trustee to act on behalf of the
Trustee to authenticate one or more series of Securities.

        "AUTHORIZED OFFICER" means the Chairman of the Board, the President, any
Vice President, the Treasurer or any other duly authorized officer of the
Company.

        "BOARD OF DIRECTORS" means either the board of directors of the Company
or any committee thereof duly authorized to act in respect of matters relating
to this Indenture.

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

        "BUSINESS DAY", when used with respect to a Place of Payment or any
other particular location specified in the Securities or this Indenture, means
any day, other than a Saturday or Sunday, which is not a day on which banking
institutions or trust companies in such Place of Payment or other location are
generally authorized or required by law, regulation or executive order to remain
closed, except as may be otherwise specified as contemplated by Section 301.

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

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

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        "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by an Authorized Officer and delivered to the
Trustee.

        "CORPORATE TRUST OFFICE" means the office of the Trustee at which at any
particular time its corporate trust business shall be principally administered,
which office at the date of execution and delivery of this Indenture is located
at 510 Locust Street, St. Louis, Missouri 63101.

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

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

        "DISCOUNT SECURITY" means any Security which provides for an amount less
than the principal amount thereof to be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 802. "INTEREST" with
respect to a Discount Security means interest, if any, borne by such Security at
a Stated Interest Rate.

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

        "ELIGIBLE OBLIGATIONS" means:

                (a) with respect to Securities denominated in Dollars,
Government Obligations;

or

                (b) with respect to Securities denominated in a currency other
than Dollars or in a composite currency, such other obligations or instruments
as shall be specified with respect to such Securities, as contemplated by
Section 301.

        "EVENT OF DEFAULT" has the meaning specified in Section 801.

        "GOVERNMENTAL AUTHORITY" means the government of the United States or of
any State or Territory thereof or of the District of Columbia or of any county,
municipality or other political subdivision of any thereof, or any department,
agency, authority or other instrumentality of any of the foregoing.

        "GOVERNMENT OBLIGATIONS" means:

                (a) direct obligations of, or obligations the principal of and
interest on which are unconditionally guaranteed by, the United States entitled
to the benefit of the full faith and credit thereof; and

                (b) certificates, depositary receipts or other instruments which
evidence a direct ownership interest in obligations described in clause (a)
above or in any specific interest or principal payments due in respect thereof;
PROVIDED, HOWEVER, that the custodian of such obligations or specific interest
or principal payments shall be a bank or trust company (which may include the
Trustee or any Paying Agent) subject to Federal or state supervision or

                                        3
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examination with a combined capital and surplus of at least $50,000,000; and
PROVIDED, FURTHER, that except as may be otherwise required by law, such
custodian shall be obligated to pay to the holders of such certificates,
depositary receipts or other instruments the full amount received by such
custodian in respect of such obligations or specific payments and shall not be
permitted to make any deduction therefrom.

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

        "INDENTURE" means this instrument as originally executed and delivered
and as it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof and shall include the terms of particular series of Securities
established as contemplated by Section 301.

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

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

        "OFFICER'S CERTIFICATE" means a certificate signed by an Authorized
Officer and delivered to the Trustee.

        "OPINION OF COUNSEL" means a written opinion of counsel, who may be
counsel for the Company, or other counsel acceptable to the Trustee.

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

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

                (b) Securities deemed to have been paid in accordance with
Section 701; and

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

PROVIDED, HOWEVER, that in determining whether or not the Holders of the
requisite principal amount of the Securities Outstanding under this Indenture,
or the Outstanding Securities of any series or Tranche, have given any request,
demand, authorization, direction, notice, consent or waiver hereunder or whether
or not a quorum is present at a meeting of Holders of Securities,

                (x) Securities owned by the Company or any other obligor upon
        the Securities or any Affiliate of the Company or of such other obligor
        (unless the

                                        4
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        Company, such Affiliate or such obligor owns all Securities Outstanding
        under this Indenture, or all Outstanding Securities of each such series
        and each such Tranche, as the case may be, determined without regard to
        this clause (x)) shall be disregarded and deemed not to be Outstanding,
        except that, in determining whether the Trustee shall be protected in
        relying upon any such request, demand, authorization, direction, notice,
        consent or waiver or upon any such determination as to the presence of a
        quorum, only Securities which the Trustee knows to be so owned shall be
        so disregarded; PROVIDED, HOWEVER, that Securities so owned which have
        been pledged in good faith may be regarded as Outstanding if the pledgee
        establishes to the satisfaction of the Trustee the pledgee's right so to
        act with respect to such Securities and that the pledgee is not the
        Company or any other obligor upon the Securities or any Affiliate of the
        Company or of such other obligor;

                (y) the principal amount of a Discount Security that shall be
        deemed to be Outstanding for such purposes shall be the amount of the
        principal thereof that would be due and payable as of the date of such
        determination upon a declaration of acceleration of the Maturity thereof
        pursuant to Section 802; and

                (z) the principal amount of any Security which is denominated
        in a currency other than Dollars or in a composite currency that shall
        be deemed to be Outstanding for such purposes shall be the amount of
        Dollars which could have been purchased by the principal amount (or, in
        the case of a Discount Security, the Dollar equivalent on the date
        determined as set forth below of the amount determined as provided in
        (y) above) of such currency or composite currency evidenced by such
        Security, in each such case certified to the Trustee in an Officer's
        Certificate, based (i) on the average of the mean of the buying and
        selling spot rates quoted by three banks which are members of the New
        York Clearing House Association selected by the Company in effect at
        11:00 A.M. (New York time) in The City of New York on the fifth Business
        Day preceding any such determination or (ii) if on such fifth Business
        Day it shall not be possible or practicable to obtain such quotations
        from such three banks, on such other quotations or alternative methods
        of determination which shall be as consistent as practicable with the
        method set forth in (i) above;

PROVIDED, FURTHER, that, in the case of any Security the principal of which is
payable from time to time without presentment or surrender, the principal amount
of such Security that shall be deemed to be Outstanding at any time for all
purposes of this Indenture shall be the original principal amount thereof less
the aggregate amount of principal thereof theretofore paid.

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

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

                                        5

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if any, with respect thereto, are to be determined by the Company or its agents
upon the issuance of such Securities.

        "PERSON" means any individual, corporation, partnership, joint venture,
trust or unincorporated organization or any Governmental Authority thereof.

        "PLACE OF PAYMENT", when used with respect to the Securities of any
series, or tranche thereof, means the place or places, specified as contemplated
by Section 301, at which, subject to Section 602, principal of and premium, if
any, and interest, if any, on the Securities of such series or tranche are
payable.

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

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

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

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

        "REQUIRED CURRENCY" has the meaning specified in Section 311.

        "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
officer of the Trustee assigned by the Trustee to administer its corporate trust
matters.

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

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

        "SENIOR INDEBTEDNESS" means all obligations (other than non-recourse
obligations, the indebtedness issued under this Indenture, and other
indebtedness which is expressly made subordinate to or pari passu with the
indebtedness issued under this Indenture) of, or guaranteed or assumed by, the
Company for borrowed money, including both senior and subordinated indebtedness
for borrowed money (other than indebtedness issued under this Indenture and
other indebtedness which is expressly made subordinate to or pari passu with the
indebtedness issued under this Indenture), or for the payment of money relating
to any lease which is capitalized on the balance sheet of the Company in
accordance with generally accepted accounting principles as in effect from time
to time, or evidenced by bonds, debentures, notes or other similar instruments,
and in each case, amendments, renewals, extensions, modifications and refundings

                                        6
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of any such indebtedness or obligations, whether existing as of the date of this
Indenture or subsequently incurred by the Company.

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

        "STATED INTEREST RATE" means a rate (whether fixed or variable) at which
an obligation by its terms is stated to bear simple interest. Any calculation or
other determination to be made under this Indenture by reference to the Stated
Interest Rate on a Security shall be made without regard to the effective
interest cost to the Company of such Security and without regard to the Stated
Interest Rate on, or the effective cost to the Company of, any other
indebtedness the Company's obligations in respect of which are evidenced or
secured in whole or in part by such Security.

        "STATED MATURITY", when used with respect to any obligation or any
installment of principal thereof or interest thereon, means the date on which
the principal of such obligation or such installment of principal or interest is
stated to be due and payable (without regard to any provisions for redemption,
prepayment, acceleration, purchase or extension).

        "SUCCESSOR CORPORATION" has the meaning set forth in Section 1101.

        "TRANCHE" means a group of Securities which (a) are of the same series
and (b) have identical terms except as to principal amount and/or date of
issuance.

        "TRUST INDENTURE ACT" means, as of any time, the Trust Indenture Act of
1939, or any successor statute, as in effect at such time.

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

        "UNITED STATES" means the United States of America, its Territories, its
possessions and other areas subject to its political jurisdiction.

        Section 102 COMPLIANCE CERTIFICATES AND OPINIONS. Except as otherwise
expressly provided in this Indenture, upon any application or request by the
Company to the Trustee to take any action under any provision of this Indenture,
the Company shall, if requested by the Trustee, furnish to the Trustee an
Officer's Certificate stating that all conditions precedent, if any, 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, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

                                        7
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        Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

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

                (b) 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;

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

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

        Section 103 FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

        Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such officer's certificate or opinion are
based are erroneous. Any such certificate or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

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

        Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Anything in this Indenture to the contrary

                                        8
<Page>

notwithstanding, if any such corrective document or instrument indicates that
action has been taken by or at the request of the Company which could not have
been taken had the original document or instrument not contained such error or
omission, the action so taken shall not be invalidated or otherwise rendered
ineffective but shall be and remain in full force and effect, except to the
extent that such action was a result of willful misconduct or bad faith. Without
limiting the generality of the foregoing, any Securities issued under the
authority of such defective document or instrument shall nevertheless be the
valid obligations of the Company entitled to the benefits of this Indenture
equally and ratably with all other Outstanding Securities, except as aforesaid.

        Section 104 ACTS OF HOLDERS. (a) Any request, demand, authorization,
direction, notice, consent, election, waiver or other action provided by this
Indenture to be made, given or taken by Holders may be embodied in and evidenced
by one or more instruments of substantially similar tenor signed by such Holders
in person or by an agent duly appointed in writing or, alternatively, may be
embodied in and evidenced by the record of Holders voting in favor thereof,
either in person or by proxies duly appointed in writing, at any meeting of
Holders duly called and held in accordance with the provisions of Article
Thirteen, or a combination of such instruments and any such record. Except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments or record or both are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or
instruments and any such record (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "ACT" of the Holders signing
such instrument or instruments and so voting at any such meeting. Proof of
execution of any such instrument or of a writing appointing any such agent, or
of the holding by any Person of a Security, shall be sufficient for any purpose
of this Indenture and (subject to Section 901) conclusive in favor of the
Trustee and the Company, if made in the manner provided in this Section. The
record of any meeting of Holders shall be proved in the manner provided in
Section 1306.

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

                (c) The principal amount (except as otherwise contemplated in
clause (y) of the proviso to the definition of Outstanding) and serial numbers
of Securities held by any Person, and the date of holding the same, shall be
proved by the Security Register.

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

                                        9
<Page>

                (e) Until such time as written instruments shall have been
delivered to the Trustee with respect to the requisite percentage of principal
amount of Securities for the action contemplated by such instruments, any such
instrument executed and delivered by or on behalf of a Holder may be revoked
with respect to any or all of such Securities by written notice by such Holder
or any subsequent Holder, proven in the manner in which such instrument was
proven.

                (f) Securities of any series, or any Tranche thereof,
authenticated and delivered after any Act of Holders may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any action
taken by such Act of Holders. If the Company shall so determine, new Securities
of any series, or any Tranche thereof, so modified as to conform, in the opinion
of the Trustee and the Company, to such action may be prepared and executed by
the Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series or Tranche.

                (g) If the Company shall solicit from Holders any request,
demand, authorization, direction, notice, consent, waiver or other Act, the
Company may, at its option, by Board Resolution, fix in advance a record date
for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on the record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of the
Outstanding Securities have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the Outstanding Securities shall be computed as of the record date.

        Section 105 NOTICES, ETC., TO TRUSTEE AND COMPANY. Any request, demand,
authorization, direction, notice, consent, election, waiver or Act of Holders or
other document provided or permitted by this Indenture to be made upon, given or
furnished to, or filed with, the Trustee by any Holder or by the Company, or the
Company by the Trustee or by any Holder, shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and
delivered personally to an officer or other responsible employee of the
addressee, or transmitted by facsimile transmission, telex or other direct
written electronic means to such telephone number or other electronic
communications address as the parties hereto shall from time to time designate,
or transmitted by registered mail, charges prepaid, to the applicable address
set opposite such party's name below or to such other address as either party
hereto may from time to time designate:

                If to the Trustee, to:

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

                                       10
<Page>

                If to the Company, to:

                Union Electric Company
                1901 Chouteau Avenue
                St. Louis, Missouri 63103

                Attention:  Treasurer
                Telephone:  (314) 621-3222
                Telecopy:   (314) 554-3066

        Any communication contemplated herein shall be deemed to have been made,
given, furnished and filed if personally delivered, on the date of delivery, if
transmitted by facsimile transmission, telex or other direct written electronic
means, on the date of transmission, with receipt of acknowledgment, and if
transmitted by registered mail, on the date of receipt.

        Section 106 NOTICE TO HOLDERS OF SECURITIES; WAIVER. Except as otherwise
expressly provided herein, where this Indenture provides for notice to Holders
of any event, such notice shall be sufficiently given, and shall be deemed
given, to Holders if in writing and mailed, first-class postage prepaid, to each
Holder affected by such event, at the address of such Holder as it appears in
the Security Register, not later than the latest date, and not earlier than the
earliest date, prescribed for the giving of such notice.

        In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice to Holders by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder. In any
case where notice to Holders is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder shall
affect the sufficiency of such notice with respect to other Holders.

        Any notice required by this Indenture may be waived in writing by the
Person entitled to receive such notice, either before or after the event
otherwise to be specified therein, and such waiver shall be the equivalent of
such notice. Waivers of notice by Holders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

        Section 107 CONFLICT WITH TRUST INDENTURE ACT. If any provision of this
Indenture limits, qualifies or conflicts with another provision hereof which is
required or deemed to be included in this Indenture by, or is otherwise governed
by, any of the provisions of the Trust Indenture Act, such other provision shall
control; and if any provision hereof otherwise conflicts with the Trust
Indenture Act, the Trust Indenture Act shall control.

        Section 108 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings in this Indenture and the Table of Contents are for convenience
only and shall not affect the construction hereof.

        Section 109 SUCCESSORS AND ASSIGNS. All covenants and agreements in this
Indenture by the Company shall bind its successors and assigns, whether so
expressed or not.

                                       11
<Page>

        Section 110 SEPARABILITY CLAUSE. In case any provision in this Indenture
or the Securities shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

        Section 111 BENEFITS OF INDENTURE. Nothing in this Indenture or the
Securities, express or implied, shall give to any Person, other than the parties
hereto, their successors hereunder, the Holders, and the holders of Senior
Indebtedness, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

        Section 112 GOVERNING LAW. This Indenture and the Securities shall be
governed by and construed in accordance with the laws of the State of New York,
except to the extent that the law of any other jurisdiction shall be mandatorily
applicable.

        Section 113 LEGAL HOLIDAYS. In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security shall not be a Business Day
at any Place of Payment, then (notwithstanding any other provision of this
Indenture or of the Securities other than a provision in Securities of any
series, or any Tranche thereof, or in the Board Resolution or Officer's
Certificate which establishes the terms of the Securities of such series or
Tranche, which specifically states that such provision shall apply in lieu of
this Section) payment of interest or principal and premium, if any, need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment, except that if such Business
Day is in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day in each case with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, and, if such payment is made or duly provided for on such Business
Day, no interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date or Stated Maturity, as the
case may be, to such Business Day.

                                   ARTICLE TWO

                                 SECURITY FORMS

        Section 201 FORMS GENERALLY. The definitive Securities of each series
shall be in substantially the form or forms thereof established in the indenture
supplemental hereto establishing such series or in a Board Resolution
establishing such series, or in an Officer's Certificate pursuant to such
supplemental indenture or Board Resolution, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange or the
authorizations, orders or regulations of any state regulatory agency having
jurisdiction over the Company, or as may, consistently herewith, be determined
by the officers executing such Securities, as evidenced by their execution of
the Securities. If the form or forms of Securities of any series are established
in a Board Resolution or in an Officer's Certificate pursuant to a Board
Resolution, such Board Resolution and Officer's Certificate, if any, shall be
delivered to the Trustee at or prior to the delivery of the Company Order
contemplated by Section 303 for the authentication and delivery of such
Securities.

                                       12
<Page>

        Unless otherwise specified as contemplated by Section 301, the
Securities of each series shall be issuable in registered form. The definitive
Securities shall be produced in such manner as shall be determined by the
officers executing such Securities, as evidenced by their execution thereof.

        Section 202 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication shall be in substantially the form set
forth below:

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

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

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

                                  ARTICLE THREE

                                 THE SECURITIES

        Section 301 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

        The Securities may be issued in one or more series. Subject to the last
paragraph of this Section, prior to the authentication and delivery of
Securities of any series there shall be established by specification in a
supplemental indenture or in a Board Resolution, or in an Officer's Certificate
pursuant to a supplemental indenture or a Board Resolution:

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

                (b) any limit upon the aggregate principal amount of the
Securities of such series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon registration
of transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 304, 305, 306, 406 or 1206 and, except for any
Securities which, pursuant to Section 303, are deemed never to have been
authenticated and delivered hereunder);

                (c) the Person or Persons (without specific identification) to
whom interest on Securities of such series, or any Tranche thereof, shall be
payable on any Interest Payment Date, if other than the Persons in whose names
such Securities (or one or more Predecessor Securities) are registered at the
close of business on the Regular Record Date for such interest;

                (d) the date or dates on which the principal of the Securities
of such series or any Tranche thereof, is payable or any formulary or other
method or other means by which such date

                                       13
<Page>

or dates shall be determined, by reference or otherwise (without regard to any
provisions for redemption, prepayment, acceleration, purchase or extension);

                (e) the rate or rates at which the Securities of such series, or
any Tranche thereof, shall bear interest, if any (including the rate or rates at
which overdue principal shall bear interest, if different from the rate or rates
at which such Securities shall bear interest prior to Maturity, and, if
applicable, the rate or rates at which overdue premium or interest shall bear
interest, if any), or any formulary or other method or other means by which such
rate or rates shall be determined, by reference or otherwise; the date or dates
from which such interest shall accrue; the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date, if any, for the interest
payable on such Securities on any Interest Payment Date; the right of the
Company, if any, to extend the interest payment periods and the duration of any
such extension as contemplated by Section 312 and the basis of computation of
interest, if other than as provided in Section 310;

                (f) the place or places at which or methods by which (1) the
principal of and premium, if any, and interest, if any, on Securities of such
series, or any Tranche thereof, shall be payable, (2) registration of transfer
of Securities of such series, or any Tranche thereof, may be effected, (3)
exchanges of Securities of such series, or any Tranche thereof, may be effected
and (4) notices and demands to or upon the Company in respect of the Securities
of such series, or any Tranche thereof, and this Indenture may be served; the
Security Registrar for such series; and if such is the case, that the principal
of such Securities shall be payable without presentment or surrender thereof;

                (g) the period or periods within which, or the date or dates on
which, the price or prices at which and the terms and conditions upon which the
Securities of such series, or any Tranche thereof, may be redeemed, in whole or
in part, at the option of the Company and any restrictions on such redemptions,
including but not limited to a restriction on a partial redemption by the
Company of the Securities of any series, or any Tranche thereof, resulting in
delisting of such Securities from any national exchange;

                (h) the obligation or obligations, if any, of the Company to
redeem or purchase the Securities of such series, or any Tranche thereof,
pursuant to any sinking fund or other mandatory redemption provisions or at the
option of a Holder thereof and the period or periods within which or the date or
dates on which, the price or prices at which and the terms and conditions upon
which such Securities shall be redeemed or purchased, in whole or in part,
pursuant to such obligation, and applicable exceptions to the requirements of
Section 404 in the case of mandatory redemption or redemption at the option of
the Holder;

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

                (j) the currency or currencies, including composite currencies,
in which payment of the principal of and premium, if any, and interest, if any,
on the Securities of such series, or any Tranche thereof, shall be payable (if
other than in Dollars);

                                       14
<Page>

                (k) if the principal of or premium, if any, or interest, if any,
on the Securities of such series, or any Tranche thereof, are to be payable, at
the election of the Company or a Holder thereof, in a coin or currency other
than that in which the Securities are stated to be payable, the period or
periods within which and the terms and conditions upon which, such election may
be made;

                (l) if the principal of or premium, if any, or interest on the
Securities of such series, or any Tranche thereof, are to be payable, or are to
be payable at the election of the Company or a Holder thereof, in securities or
other property, the type and amount of such securities or other property, or the
formulary or other method or other means by which such amount shall be
determined, and the period or periods within which, and the terms and conditions
upon which, any such election may be made;

                (m) if the amount payable in respect of principal of or premium,
if any, or interest, if any, on the Securities of such series, or any Tranche
thereof, may be determined with reference to an index or other fact or event
ascertainable outside this Indenture, the manner in which such amounts shall be
determined to the extent not established pursuant to clause (e) of this
paragraph;

                (n) if other than the principal amount thereof, the portion of
the principal amount of Securities of such series, or any Tranche thereof, which
shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 802;

                (o) any Events of Default, in addition to those specified in
Section 801, with respect to the Securities of such series, and any covenants of
the Company for the benefit of the Holders of the Securities of such series, or
any Tranche thereof, in addition to those set forth in Article Six;

                (p) the terms, if any, pursuant to which the Securities of such
series, or any Tranche thereof, may be converted into or exchanged for shares of
capital stock or other securities of the Company or any other Person;

                (q) the obligations or instruments, if any, which shall be
considered to be Eligible Obligations in respect of the Securities of such
series, or any Tranche thereof, denominated in a currency other than Dollars or
in a composite currency, and any additional or alternative provisions for the
reinstatement of the Company's indebtedness in respect of such Securities after
the satisfaction and discharge thereof as provided in Section 701;

                (r) if the Securities of such series, or any Tranche thereof,
are to be issued in global form, (i) any limitations on the rights of the Holder
or Holders of such Securities to transfer or exchange the same or to obtain the
registration of transfer thereof, (ii) any limitations on the rights of the
Holder or Holders thereof to obtain certificates therefor in definitive form in
lieu of temporary form and (iii) any and all other matters incidental to such
Securities;

                (s) if the Securities of such series, or any Tranche thereof,
are to be issuable as bearer securities, any and all matters incidental thereto
which are not specifically addressed in a supplemental indenture as contemplated
by clause (g) of Section 1201;

                                       15
<Page>

                (t) to the extent not established pursuant to clause (r) of this
paragraph, any limitations on the rights of the Holders of the Securities of
such Series, or any Tranche thereof, to transfer or exchange such Securities or
to obtain the registration of transfer thereof; and if a service charge will be
made for the registration of transfer or exchange of Securities of such series,
or any Tranche thereof, the amount or terms thereof;

                (u) any exceptions to Section 113, or variation in the
definition of Business Day, with respect to the Securities of such series, or
any Tranche thereof; and

                (v) any other terms of the Securities of such series, or any
Tranche thereof, not inconsistent with the provisions of this Indenture.

        With respect to Securities of a series subject to a Periodic Offering,
the indenture supplemental hereto or the Board Resolution which establishes such
series, or the Officer's Certificate pursuant to such supplemental indenture or
Board Resolution, as the case may be, may provide general terms or parameters
for Securities of such series and provide either that the specific terms of
Securities of such series, or any Tranche thereof, shall be specified in a
Company Order or that such terms shall be determined by the Company or its
agents in accordance with procedures specified in a Company Order as
contemplated by the clause (b) of the third paragraph of Section 303.

        Section 302 DENOMINATIONS. Unless otherwise provided as contemplated by
Section 301 with respect to any series of Securities, or any Tranche thereof,
the Securities of each series shall be issuable in denominations of $1,000 and
any integral multiple thereof.

        Section 303 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. Unless
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, or any Tranche thereof, the Securities shall be executed on behalf
of the Company by an Authorized Officer and may have the corporate seal of the
Company affixed thereto or reproduced thereon attested by any other Authorized
Officer. The signature of any or all of these officers on the Securities may be
manual or facsimile.

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

        The Trustee shall authenticate and deliver Securities of a series, for
original issue, at one time or from time to time in accordance with the Company
Order referred to below, upon receipt by the Trustee of:

                (a) the instrument or instruments establishing the form or forms
and terms of such series, as provided in Sections 201 and 301;

                (b) a Company Order requesting the authentication and delivery
of such Securities and, to the extent that the terms of such Securities shall
not have been established in an indenture supplemental hereto or in a Board
Resolution, or in an Officer's Certificate pursuant to a supplemental indenture
or Board Resolution, all as contemplated by Sections 201 and 301,

                                       16
<Page>

either (i) establishing such terms or (ii) in the case of Securities of a series
subject to a Periodic Offering, specifying procedures, acceptable to the
Trustee, by which such terms are to be established (which procedures may
provide, to the extent acceptable to the Trustee, for authentication and
delivery pursuant to oral or electronic instructions from the Company or any
agent or agents thereof, which oral instructions are to be promptly confirmed
electronically or in writing), in either case in accordance with the instrument
or instruments delivered pursuant to clause (a) above;

                (c) the Securities of such series, executed on behalf of the
Company by an Authorized Officer;

                (d) an Opinion of Counsel to the effect that:

                   (i)   that the form or forms of such Securities have been
        duly authorized by the Company and have been established in conformity
        with the provisions of this Indenture;

                   (ii)  that the terms of such Securities have been duly
        authorized by the Company and have been established in conformity with
        the provisions of this Indenture; and

                   (iii) that such Securities, when authenticated and delivered
        by the Trustee and issued and delivered by the Company in the manner and
        subject to any conditions specified in such Opinion of Counsel, will
        have been duly issued under this Indenture and will constitute valid and
        legally binding obligations of the Company, entitled to the benefits
        provided by this Indenture, and enforceable in accordance with their
        terms, subject, as to enforcement, to laws relating to or affecting
        generally the enforcement of creditors' rights, including, without
        limitation, bankruptcy and insolvency laws and to general principles of
        equity (regardless of whether such enforceability is considered in a
        proceeding in equity or at law);

PROVIDED, HOWEVER, that, with respect to Securities of a series subject to a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel only once at or prior to the time of the first authentication of such
Securities (provided that such Opinion of Counsel addresses the authentication
and delivery of all Securities of such series) and that in lieu of the opinions
described in clauses (ii) and (iii) above Counsel may opine that:

                (x) when the terms of such Securities shall have been
        established pursuant to a Company Order or Orders or pursuant to such
        procedures (acceptable to the Trustee) as may be specified from time to
        time by a Company Order or Orders, all as contemplated by and in
        accordance with the instrument or instruments delivered pursuant to
        clause (a) above, such terms will have been duly authorized by the
        Company and will have been established in conformity with the provisions
        of this Indenture; and

                (y) such Securities, when authenticated and delivered by the
        Trustee in accordance with this Indenture and the Company Order or
        Orders or specified procedures referred to in paragraph (x) above and
        issued and delivered by the

                                       17
<Page>

        Company in the manner and subject to any conditions specified in such
        Opinion of Counsel, will have been duly issued under this Indenture and
        will constitute valid and legally binding obligations of the Company,
        entitled to the benefits provided by the Indenture, and enforceable in
        accordance with their terms, subject, as to enforcement, to laws
        relating to or affecting generally the enforcement of creditors' rights,
        including, without limitation, bankruptcy and insolvency laws and to
        general principles of equity (regardless of whether such enforceability
        is considered in a proceeding in equity or at law).

        With respect to Securities of a series subject to a Periodic Offering,
the Trustee may conclusively rely, as to the authorization by the Company of any
of such Securities, the form and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel and other
documents delivered pursuant to Sections 201 and 301 and this Section, as
applicable, at or prior to the time of the first authentication of Securities of
such series unless and until such opinion or other documents have been
superseded or revoked or expire by their terms. In connection with the
authentication and delivery of Securities of a series subject to a Periodic
Offering, the Trustee shall be entitled to conclusively rely that the Company's
instructions to authenticate and deliver such Securities do not violate any
rules, regulations or orders of any Governmental Authority having jurisdiction
over the Company.

        If the form or terms of the Securities of any series have been
established by or pursuant to a Board Resolution or an Officer's Certificate as
permitted by Sections 201 or 301, the Trustee shall not be required to
authenticate such Securities if the issuance 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.

        Unless otherwise specified as contemplated by Section 301 with respect
to any series of Securities, or any Tranche thereof, each Security shall be
dated the date of its authentication.

        Unless otherwise specified as contemplated by Section 301 with respect
to any series of Securities, or any Tranche thereof, no Security shall be
entitled to any benefit under this Indenture or be valid or obligatory for any
purpose unless there appears on such Security a certificate of authentication
substantially in the form provided for herein executed by the Trustee or its
agent by manual signature, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of this
Indenture. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder to the Company, or any Person acting on
its behalf, but shall never have been issued and sold by the Company, and the
Company shall deliver such Security to the Trustee for cancellation as provided
in Section 309 together with a written statement (which need not comply with
Section 102 and need not be accompanied by an Opinion of Counsel) stating that
such Security has never been issued and sold by the Company, for all purposes of
this Indenture such Security shall be deemed never to have been authenticated
and delivered hereunder and shall never be entitled to the benefits hereof.

        Section 304 TEMPORARY SECURITIES. Pending the preparation of definitive
Securities of any series, or any Tranche thereof, the Company may execute, and
upon Company Order the

                                       18
<Page>

Trustee shall authenticate and deliver, temporary Securities which are printed,
lithographed, typewritten, mimeographed or otherwise produced, in any authorized
denomination, substantially of the tenor of the definitive Securities in lieu of
which they are issued, with such appropriate insertions, omissions,
substitutions and other variations as the officers executing such Securities may
determine, as evidenced by their execution of such Securities; PROVIDED,
HOWEVER, that temporary Securities need not recite specific redemption, sinking
fund, conversion or exchange provisions.

        Unless otherwise specified as contemplated by Section 301 with respect
to the Securities of any series, or any Tranche thereof, after the preparation
of definitive Securities of such series or Tranche, the temporary Securities of
such series or Tranche shall be exchangeable, without charge to the Holder
thereof, for definitive Securities of such series or Tranche upon surrender of
such temporary Securities at the office or agency of the Company maintained
pursuant to Section 602 in a Place of Payment for such Securities. Upon such
surrender of temporary Securities, the Company shall, except as aforesaid,
execute and the Trustee shall authenticate and deliver in exchange therefor
definitive Securities of the same series and Tranche, of authorized
denominations and of like tenor and aggregate principal amount.

        Until exchanged in full as hereinabove provided, temporary Securities
shall in all respects be entitled to the same benefits under this Indenture as
definitive Securities of the same series and Tranche and of like tenor
authenticated and delivered hereunder.

        Section 305 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall cause to be kept in each office designated pursuant to Section
602, with respect to the Securities of each series or any Tranche thereof, a
register (all registers kept in accordance with this Section being collectively
referred to as the "SECURITY REGISTER") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities of such series or Tranche and the registration of transfer
thereof. The Company shall designate one Person to maintain the Security
Register for the Securities of each series on a consolidated basis, and such
Person is referred to herein, with respect to such series, as the "SECURITY
REGISTRAR." Anything herein to the contrary notwithstanding, the Company may
designate one or more of its offices as an office in which a register with
respect to the Securities of one or more series, or any Tranche or Tranches
thereof, shall be maintained, and the Company may designate itself the Security
Registrar with respect to one or more of such series. The Security Register
shall be open for inspection by the Trustee and the Company at all reasonable
times.

        Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, upon surrender
for registration of transfer of any Security of such series or Tranche at the
office or agency of the Company maintained pursuant to Section 602 in a Place of
Payment for such series or Tranche, 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 Tranche, of
authorized denominations and of like tenor and aggregate principal amount.

        Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, any Security of
such series or Tranche may be exchanged at the option of the Holder, for one or
more new Securities of the same series and

                                       19
<Page>

Tranche, of authorized denominations and of like tenor and aggregate principal
amount, upon surrender of the Securities to be exchanged at any such office or
agency. Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee shall authenticate and deliver, the Securities
which the Holder making the exchange is entitled to receive.

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

        Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company, the Trustee or the Security
Registrar) be duly endorsed or shall be accompanied by a written instrument of
transfer in form satisfactory to the Company, the Trustee or the Security
Registrar, as the case may be, duly executed by the Holder thereof or his
attorney duly authorized in writing. Such registration of transfer or exchange
will be effected upon the Company, the Trustee or the Security Registrar, as the
case may be, being satisfied with the documents of title and identity of the
person making the request.

        Unless otherwise specified as contemplated by Section 301 with respect
to Securities of any series, or any Tranche thereof, 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 connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 406 or
1206 not involving any transfer.

        The Company shall not be required to execute or to provide for the
registration of transfer of or the exchange of (a) Securities of any series, or
any Tranche thereof, during a period beginning at the opening of business 15
days immediately preceding the day of a mailing of a notice of redemption
identifying the serial numbers of the Securities of such series or Tranche
called for redemption and ending at the close of business on the day of such
mailing or (b) any Security so selected for redemption, in whole or in part,
except the unredeemed portion of any Security being redeemed in part.

        Section 306 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES. If any
mutilated Security is surrendered to the Trustee, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor a new Security
of the same series, and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

        If there shall be delivered to the Company and the Trustee (a) evidence
to their satisfaction of the ownership of and the destruction, loss or theft of
any Security and (b) such security or indemnity as may be reasonably required by
them to save each of them and any agent of either of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security is held by a
Person purporting to be the owner of such Security, the Company shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series and Tranche, and of
like tenor and principal amount and bearing a number not contemporaneously
outstanding.

                                       20
<Page>

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

        Upon the issuance of any new Security under this Section, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the fees and expenses of the Trustee) connected
therewith.

        Every new Security of any series issued pursuant to this Section in lieu
of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone other than
the Holder of such new Security, and any such new Security shall be entitled to
all the benefits of this Indenture equally and proportionately with any and all
other Securities of such series duly issued hereunder.

        The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities.

        Section 307 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Unless
otherwise specified as contemplated by Section 301 with respect to the
Securities of any series, or any Tranche thereof, interest on any Security which
is payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest.

        Subject to Section 312 any interest on any Security of any series which
is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "DEFAULTED INTEREST") shall forthwith cease to be
payable to the Holder on the related Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at its
election in each case, as provided in clause (a) or (b) below:

                (a) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Securities of such series (or their
respective Predecessor Securities) are registered at the close of business on a
date (herein called a "SPECIAL RECORD DATE") for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall notify
the Trustee in writing of the amount of Defaulted Interest proposed to be paid
on each Security of such series and the date of the proposed payment, and at the
same time the Company shall deposit with the Trustee an amount of money equal to
the aggregate amount proposed to be paid in respect of such Defaulted Interest
or shall make arrangements satisfactory to the Trustee for such deposit prior to
the date of the proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Interest which shall be not more than 15 days and not
less than 10 days prior to the date of the proposed payment and not less than 10
days after the receipt by the Trustee of the notice of the proposed payment. The
Trustee shall promptly notify the Company of such Special

                                       21
<Page>

Record Date and, in the name and at the expense of the Company, shall promptly
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Securities of such series at the address of such Holder as it appears in the
Security Register, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date. The Trustee shall be entitled to conclusively rely on the Company's
instructions, including any list of Holders as it appears in the Security
Register, with respect to any payment of Defaulted Interest under this
Section 307.

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

        Subject to the foregoing provisions of this Section and Section 305,
each Security delivered under this Indenture upon registration of transfer of or
in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

        Section 308 PERSONS DEEMED OWNERS. The Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name such
Security is registered as the absolute owner of such Security for the purpose of
receiving payment of principal of and premium, if any, and (subject to
Sections 305 and 307) interest, if any, on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

        Section 309 CANCELLATION BY SECURITY REGISTRAR. All Securities
surrendered for payment, redemption, registration of transfer or exchange shall,
if surrendered to any Person other than the Security Registrar, be delivered to
the Security Registrar and, if not theretofore canceled, shall be promptly
canceled by the Security Registrar. The Company may at any time deliver to the
Security Registrar for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner whatsoever
or which the Company shall not have issued and sold, and all Securities so
delivered shall be promptly canceled by the Security Registrar. No Securities
shall be authenticated in lieu of or in exchange for any Securities canceled as
provided in this Section, except as expressly permitted by this Indenture. All
canceled Securities held by the Security Registrar shall be disposed of in
accordance with a Company Order delivered to the Security Registrar and the
Trustee, and the Security Registrar shall promptly deliver a certificate of
disposition to the Trustee and the Company unless, by a Company Order, similarly
delivered, the Company shall direct that canceled Securities be returned to it.
The Security Registrar shall promptly deliver evidence of any cancellation of a
Security in accordance with this Section 309 to the Trustee and the Company.

                                       22
<Page>

        Section 310 COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 301 for Securities of any series, or any Tranche
thereof, interest on the Securities of each series shall be computed on the
basis of a 360-day year consisting of twelve 30-day months and on the basis of
the actual number of days elapsed within any month in relation to the deemed 30
days of such month.

        Section 311 PAYMENT TO BE IN PROPER CURRENCY. In the case of the
Securities of any series, or any Tranche thereof, denominated in any currency
other than Dollars or in a composite currency (the "REQUIRED CURRENCY"), except
as otherwise specified with respect to such Securities as contemplated by
Section 301, the obligation of the Company to make any payment of the principal
thereof, or the premium or interest thereon, shall not be discharged or
satisfied by any tender by the Company, or recovery by the Trustee, in any
currency other than the Required Currency, except to the extent that such tender
or recovery shall result in the Trustee timely holding the full amount of the
Required Currency then due and payable. If any such tender or recovery is in a
currency other than the Required Currency, the Trustee may take such actions as
it considers appropriate to exchange such currency for the Required Currency.
The costs and risks of any such exchange, including without limitation the risks
of delay and exchange rate fluctuation, shall be borne by the Company, the
Company shall remain fully liable for any shortfall or delinquency in the full
amount of Required Currency then due and payable, and in no circumstances shall
the Trustee be liable therefor except in the case of its negligence or willful
misconduct.

        Section 312 EXTENSION OF INTEREST PAYMENT PERIODS. The Company shall
have the right at any time, so long as the Company is not in default in the
payment of interest on the Securities of any series hereunder, to extend
interest payment periods on all Securities of one or more series, or Tranches
thereof, if so specified as contemplated by Section 301 with respect to such
Securities and upon such terms as may be specified as contemplated by
Section 301 with respect to such securities.

                                  ARTICLE FOUR

                            REDEMPTION OF SECURITIES

        Section 401 APPLICABILITY OF ARTICLE. Securities of any series, or any
Tranche thereof, which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 301 for Securities of such series or Tranche) in
accordance with this Article.

        Section 402 ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution or an
Officer's Certificate. The Company shall, at least 45 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee in writing of such Redemption
Date and of the principal amount of such Securities to be redeemed. In the case
of any redemption of Securities (a) prior to the expiration of any restriction
on such redemption provided in the terms of such Securities or elsewhere in this
Indenture or (b) pursuant to an election of the Company which is subject to a
condition specified in the terms of such Securities,

                                       23
<Page>

the Company shall furnish the Trustee with an Officer's Certificate evidencing
compliance with such restriction or condition.

        Section 403 SELECTION OF SECURITIES TO BE REDEEMED. If less than all the
Securities of any series, or any Tranche thereof, are to be redeemed, the
particular Securities to be redeemed shall be selected by the Security Registrar
from the Outstanding Securities of such series or Tranche not previously called
for redemption, by such method as shall be provided for any particular series,
or, in the absence of any such provision, by such method of random selection as
the Security Registrar shall deem fair and appropriate and which may, in any
case, provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of such series or Tranche or any integral
multiple thereof) of the principal amount of Securities of such series or
Tranche of a denomination larger than the minimum authorized denomination for
Securities of such series or Tranche; PROVIDED, HOWEVER, that if, as indicated
in an Officer's Certificate, the Company shall have offered to purchase all or
any principal amount of the Securities then Outstanding of any series, or any
Tranche thereof, and less than all of such Securities as to which such offer was
made shall have been tendered to the Company for such purchase, the Security
Registrar, if so directed by Company Order, shall select for redemption all or
any principal amount of such Securities which have not been so tendered.

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

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

        Section 404 NOTICE OF REDEMPTION. Notice of redemption shall be given in
the manner provided in Section 106 to the Holders of the Securities to be
redeemed not less than 30 nor more than 60 days prior to the Redemption Date.

        All notices of redemption shall state:

                (a) the Redemption Date,

                (b) the Redemption Price,

                (c) if less than all the Securities of any series or Tranche are
to be redeemed, the identification of the particular Securities to be redeemed
and the portion of the principal amount of any Security to be redeemed in part,

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

                (e) the place or places where such Securities are to be
surrendered for payment of the Redemption Price and accrued interest, if any,
unless it shall have been specified as

                                       24
<Page>

contemplated by Section 301 with respect to such Securities that such surrender
shall not be required,

                (f) that the redemption is for a sinking or other fund, if such
is the case, and

                (g) such other matters as the Company shall deem desirable or
appropriate.

        Unless otherwise specified with respect to any Securities in accordance
with Section 301, with respect to any notice of redemption of Securities at the
election of the Company, unless, upon the giving of such notice, such Securities
shall be deemed to have been paid in accordance with Section 701, such notice
may state that such redemption shall be conditional upon the receipt by the
Paying Agent or Agents for such Securities, on or prior to the date fixed for
such redemption, of money sufficient to pay the principal of and premium, if
any, and interest, if any, on such Securities and that if such money shall not
have been so received such notice shall be of no force or effect and the Company
shall not be required to redeem such Securities. In the event that such notice
of redemption contains such a condition and such money is not so received, the
redemption shall not be made and within a reasonable time thereafter notice
shall be given, in the manner in which the notice of redemption was given, that
such money was not so received and such redemption was not required to be made,
and the Paying Agent or Agents for the Securities otherwise to have been
redeemed shall promptly return to the Holders thereof any of such Securities
which had been surrendered for payment upon such redemption.

        Notice of redemption of Securities to be redeemed at the election of the
Company, and any notice of non-satisfaction of a condition for redemption as
aforesaid, shall be given by the Company or, at the Company's request, by the
Security Registrar in the name and at the expense of the Company. Notice of
mandatory redemption of Securities shall be given by the Security Registrar in
the name and at the expense of the Company.

        Section 405 SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption
having been given as aforesaid, and the conditions, if any, set forth in such
notice having been satisfied, the Securities or portions thereof so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after such date (unless, in the case of an
unconditional notice of redemption, the Company shall default in the payment of
the Redemption Price and accrued interest, if any) such Securities or portions
thereof, if interest-bearing, shall cease to bear interest. Upon surrender of
any such Security for redemption in accordance with such notice, such Security
or portion thereof shall be paid by the Company at the Redemption Price,
together with accrued interest, if any, to the Redemption Date; PROVIDED,
HOWEVER, that no such surrender shall be a condition to such payment if so
specified as contemplated by Section 301 with respect to such Security; and
PROVIDED, FURTHER, that except as otherwise specified as contemplated by
Section 301 with respect to such Security, any installment of interest on any
Security the Stated Maturity of which installment is on or prior to the
Redemption Date shall be payable to the Holder of such Security, or one or more
Predecessor Securities, registered as such at the close of business on the
related Regular Record Date according to the terms of such Security and subject
to the provisions of Section 307.

        Section 406 SECURITIES REDEEMED IN PART. Upon the surrender of any
Security which is to be redeemed only in part at a Place of Payment therefor
(with, if the Company or the Trustee

                                       25
<Page>

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

                                  ARTICLE FIVE

                                  SINKING FUNDS

        Section 501 APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of the Securities of
any series, or any Tranche thereof, except as otherwise specified as
contemplated by Section 301 for Securities of such series or Tranche.

        The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series, or any Tranche thereof, is herein referred to as a
"mandatory sinking fund payment", and any payment in excess of such minimum
amount provided for by the terms of Securities of any series, or any Tranche
thereof, is herein referred to as an "optional sinking fund payment". If
provided for by the terms of Securities of any series, or any Tranche thereof,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 502. Each sinking fund payment shall be applied to the
redemption of Securities of the series or Tranche in respect of which it was
made as provided for by the terms of such Securities.

        Section 502 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The
Company (a) may deliver to the Paying Agent or Agents Outstanding Securities
(other than any previously called for redemption) of a series or Tranche in
respect of which a mandatory sinking fund payment is to be made and (b) may
apply as a credit Securities of such series or Tranche which have been redeemed
either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments pursuant
to the terms of such Securities, in each case in satisfaction of all or any part
of such mandatory sinking fund payment; PROVIDED, HOWEVER, that no Securities
shall be applied in satisfaction of a mandatory sinking fund payment if such
Securities shall have been previously so applied. Securities so applied shall be
received and credited for such purpose by the Paying Agent or Agents at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such mandatory sinking fund payment shall
be reduced accordingly.

        Section 503 REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 45
days prior to each sinking fund payment date for the Securities of any series,
or any Tranche thereof, the Company shall deliver to the Paying Agent or Agents
an Officer's Certificate specifying:

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

                                       26
<Page>

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

                (c) the aggregate sinking fund payment;

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

                (e) the portion, if any, of such aggregate sinking fund payment
which is to be satisfied by delivering and crediting Securities of such series
or Tranche pursuant to Section 502 and stating the basis for such credit and
that such Securities have not previously been so credited, and the Company shall
also deliver to the Trustee any Securities to be so delivered. If the Company
shall not deliver such Officer's Certificate, the next succeeding sinking fund
payment for such series or Tranche shall be made entirely in cash in the amount
of the mandatory sinking fund payment. Not less than 30 days before each such
sinking fund payment date the Paying Agent or Agents shall select the Securities
to be redeemed upon such sinking fund payment date in the manner specified in
Section 403 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 404. Such
notice having been duly given, the redemption of such Securities shall be made
upon the terms and in the manner stated in Sections 405 and 406.

                                   ARTICLE SIX

                                    COVENANTS

        Section 601 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
shall pay the principal of and premium, if any, and interest, if any, on the
Securities of each series in accordance with the terms of such Securities and
this Indenture.

        Section 602 MAINTENANCE OF OFFICE OR AGENCY. The Company shall maintain
in each Place of Payment for the Securities of each series, or any Tranche
thereof, an office or agency where payment of such Securities shall be made,
where the registration of transfer or exchange of such Securities may be
effected and where notices and demands to or upon the Company in respect of such
Securities and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of each such office or agency and prompt notice to the Holders of any such
change in the manner specified in Section 106. If at any time the Company shall
fail to maintain any such required office or agency in respect of Securities of
any series, or any Tranche thereof, or shall fail to furnish the Trustee with
the address thereof, payment of such Securities shall be made, registration of
transfer or exchange thereof may be effected and notices and demands in respect
thereof may be served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent for all such purposes in any
such event.

        The Company may also from time to time designate one or more other
offices or agencies with respect to the Securities of one or more series, or any
Tranche thereof, for any or all of the foregoing purposes and may from time to
time rescind such designations; PROVIDED, HOWEVER, that, unless otherwise
specified as contemplated by Section 301 with respect to the Securities of

                                       27
<Page>

such series or Tranche, no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency for such
purposes in each Place of Payment for such Securities in accordance with the
requirements set forth above. The Company shall give prompt written notice to
the Trustee, and prompt notice to the Holders in the manner specified in
Section 106, of any such designation or rescission and of any change in the
location of any such other office or agency.

        Anything herein to the contrary notwithstanding, any office or agency
required by this Section may be maintained at an office of the Company, in which
event the Company shall perform all functions to be performed at such office or
agency.

        Section 603 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST. If the
Company shall at any time act as its own Paying Agent with respect to the
Securities of any series, or any Tranche thereof, it shall, on or before each
due date of the principal of and premium, if any, and interest, if any, on any
of such Securities, segregate and hold in trust for the benefit of the Persons
entitled thereto a sum sufficient to pay the principal and premium or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided. The Company shall promptly notify the Trustee of
any failure by the Company (or any other obligor on such Securities) to make any
payment of principal of or premium, if any, or interest, if any, on such
Securities.

        Whenever the Company shall have one or more Paying Agents for the
Securities of any series, or any Tranche thereof, it shall, on or before each
due date of the principal of and premium, if any, and interest, if any, on such
Securities, deposit with such Paying Agents sums sufficient (without
duplication) to pay the principal and premium or interest so becoming due, such
sum to be held in trust for the benefit of the Persons entitled to such
principal, premium or interest, and (unless such Paying Agent is the Trustee)
the Company shall promptly notify the Trustee of any failure by it so to act.

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

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

                (b) give the Trustee notice of any failure by the Company (or
any other obligor upon such Securities) to make any payment of principal of or
premium, if any, or interest, if any, on such Securities; and

                (c) 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 and furnish to the Trustee such information
as it possesses regarding the names and addresses of the Persons entitled to
such sums.

                                       28
<Page>

        The Company may at any time pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent and, if so
stated in a Company Order delivered to the Trustee, in accordance with the
provisions of Article Seven; and, upon such payment by any Paying Agent to the
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

        Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of and premium, if
any, or interest, if any, on any Security and remaining unclaimed for two years
after such principal and premium, if any, or interest has become due and payable
shall be paid to the Company on Company Request, or, if then held by the
Company, shall be discharged from such trust; and, upon such payment or
discharge, the Holder of such Security shall, as an unsecured general creditor
and not as a Holder of an Outstanding Security, look only to the Company for
payment of the amount so due and payable and remaining unpaid, and all liability
of the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, shall thereupon cease; PROVIDED,
HOWEVER, that the Trustee or such Paying Agent, before being required to make
any such payment to the Company, may at the expense of the Company cause to be
mailed, on one occasion only, notice to such Holder that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such mailing, any unclaimed balance of such money then
remaining will be paid to the Company.

        Section 604 CORPORATE EXISTENCE. Subject to the rights of the Company
under Article Eleven, the Company shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate existence.

        Section 605 MAINTENANCE OF PROPERTIES. The Company shall cause (or, with
respect to property owned in common with others, make reasonable effort to
cause) all its properties used or useful in the conduct of its business to be
maintained and kept in good condition, repair and working order and shall cause
(or, with respect to property owned in common with others, make reasonable
effort to cause) to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as, in the judgment of the Company,
may be necessary so that the business carried on in connection therewith may be
properly conducted; PROVIDED, HOWEVER, that nothing in this Section shall
prevent the Company from discontinuing, or causing the discontinuance of, the
operation and maintenance of any of its properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business.

        Section 606 ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE. Not later
than June 1 in each year, commencing June 1, 1997 the Company shall deliver to
the Trustee an Officer's Certificate which need not comply with Section 102,
executed by the principal executive officer or the principal financial officer
or the principal accounting officer of the Company, as to such officer's
knowledge of the Company's compliance with all conditions and covenants under
this Indenture, such compliance to be determined without regard to any period of
grace or requirement of notice under this Indenture.

                                       29
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        Section 607 WAIVER OF CERTAIN COVENANTS. The Company may omit in any
particular instance to comply with any term, provision or condition set forth in
(a) Section 602 or any additional covenant or restriction specified with respect
to the Securities of any series, or any Tranche thereof, as contemplated by
Section 301 if before the time for such compliance the Holders of at least a
majority in aggregate principal amount of the Outstanding Securities of all
series and Tranches with respect to which compliance with Section 602 or such
additional covenant or restriction is to be omitted, considered as one class,
shall, by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition and (b)
Section 604, 605, 606 or Article Eleven if before the time for such compliance
the Holders of at least a majority in principal amount of Securities Outstanding
under this Indenture shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such term, provision or
condition; but, in the case of (a) or (b), no such waiver shall extend to or
affect such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term, provision or
condition shall remain in full force and effect.

                                  ARTICLE SEVEN

                           SATISFACTION AND DISCHARGE

        Section 701 SATISFACTION AND DISCHARGE OF SECURITIES. (a) This Indenture
shall upon Company Request cease to be of further effect (except that Sections
304, 305, 306, 404, 503 (as to notice of redemption), 602, 603, 907 and 915 and
this Article Seven shall survive), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                   (i)   either

                         (1) all Securities theretofore authenticated and
                delivered (other than (A) Securities which have been destroyed,
                lost or stolen and which have been replaced or paid as provided
                in Section 306 and (B) Securities deemed to have been paid in
                accordance with Section 702(a)) have been delivered to the
                Trustee for cancellation; or

                         (2) all Securities not theretofore delivered to the
                Trustee for cancellation (other than Securities described in
                clause (1)(A) above) shall be deemed to have been paid in
                accordance with Section 702(a);

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

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

                (b) In the event there shall be Securities of two or more series
Outstanding hereunder, the Trustee shall be required to execute an instrument
acknowledging satisfaction and

                                       30
<Page>

discharge of this Indenture only if requested to do so with respect to
Securities of all series as to which it is Trustee and if the other conditions
thereto as required herein are met. In the event there shall be two or more
Trustees hereunder, then the effectiveness of each such instrument from each
Trustee hereunder shall be conditioned upon receipt of such instruments from
each other Trustee hereunder.

                (c) Upon satisfaction and discharge of this Indenture as
provided in this Section 701, the Trustee shall assign, transfer and turn over
to the Company, subject to the lien provided by Section 907, any and all money,
securities and other property then held by the Trustee for the benefit of the
Holders of the Securities other than money and Eligible Obligations held by the
Trustee pursuant to Section 703.

        Section 702 LEGAL AND COVENANT DEFEASANCE. (a) On and after the date the
Company shall have fulfilled the conditions of Section 702(c), it shall be
deemed to have paid and discharged the entire indebtedness represented by any
Security or Securities of any series or Tranche, or any portion of the principal
amount thereof, and satisfied its obligations under this Indenture with respect
thereto (hereinafter, "LEGAL DEFEASANCE"). Such Securities shall thereafter be
deemed to be "OUTSTANDING" solely for the purposes of Section 703 hereof and the
following provisions of this Indenture shall survive with respect thereto: (i)
the rights of Holders of such Securities to receive, solely from the trust fund
described in Section 702(c), payments in respect of the principal of, premium,
if any, and interest on such Securities when such payments are due, or on the
redemption date, as the case may be, and (ii) the obligations of the Company and
the Trustee with respect to such Securities under Sections 304, 305, 306, 404,
503 (as to notice of redemption), 602, 603, 907 and 915 and this Article Seven.
The Company may elect to effect a Legal Defeasance under this Section 702(a)
notwithstanding the prior election to effect a Covenant Defeasance under
Section 702(b) with respect to Securities or portions thereof of the same series
or Tranche.

                (b) The Company shall be released from its obligations under the
covenants contained in Sections 604 (except with respect to maintaining its
corporate existence), 605 and 606 and Article Eleven with respect to any
Security or Securities of any series or Tranche or any portion of the principal
amount thereof (and under any covenants inserted pursuant to Section 301(v), in
any supplemental indenture, Board Resolution or Officers' Certificate
establishing such Security), on and after the date the conditions in Section
702(c) are satisfied (hereinafter, "COVENANT DEFEASANCE"). Such Securities or
portions thereof shall thereafter be deemed not "OUTSTANDING" for the purposes
of any direction, waiver, consent or declaration or Act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "OUTSTANDING" for all other purposes hereunder. In the
event of a Covenant Defeasance, the Company may omit to comply with and shall
have no liability in respect of any term, condition or limitation set forth in
any such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply shall not constitute a Default or an Event of Default under
Section 801(c) with respect to such Securities or portions thereof, but, except
as specified above, the remainder of this Indenture and such Securities or
portions thereof shall continue to be in full force and effect.

                                       31
<Page>

                (c) The following shall be the conditions to any defeasance
under this Section 702:

                   (i)   there shall have been irrevocably deposited with the
        Trustee, in trust: (1) money in an amount which shall be sufficient, or
        (2) Eligible Obligations, which shall not contain provisions permitting
        the redemption or other prepayment thereof at the option of the issuer
        thereof, the principal of and the interest on which when due, without
        any regard to reinvestment thereof will provide moneys which, together
        with the money, if any, deposited with or held by the Trustee, shall be
        sufficient, or (3) a combination of (1) or (2) which shall be
        sufficient, to pay when due the principal of and premium, if any, and
        interest, if any, due and to become due on such Securities or portions
        thereof; PROVIDED, HOWEVER, that (x) in the case of the provision for
        payment or redemption of less than all the Securities of any series or
        Tranche, such Securities or portions thereof shall have been selected by
        the Security Registrar as provided herein and, in the case of a
        redemption, the notice requisite to the validity of such redemption
        shall have been given or irrevocable authority shall have been given by
        the Company to the Trustee to give such notice, under arrangements
        satisfactory to the Trustee and (y) such money or the proceeds of such
        Eligible Obligations shall either (i) have been on deposit with the
        Trustee for a period of at least 90 days, or (ii) the Trustee shall have
        received an Opinion of Counsel reasonably satisfactory in form to the
        Trustee to the effect that payments to Holders with such moneys as
        proceeds are not recoverable as a preference under any applicable United
        States federal or state law relating to bankruptcy, insolvency,
        receivership, winding-up, liquidation, reorganization or relief of
        debtors;

                   (ii)  if such deposit shall have been made prior to the
        Maturity of such Securities, the Company shall have delivered to the
        Trustee a Company Order stating that the money and Eligible Obligations
        deposited with the Trustee in accordance with this Section shall be held
        by the Trustee, in trust, as provided in Section 703;

                   (iii) if Eligible Obligations shall have been deposited with
        the Trustee, the Company shall have delivered to the Trustee an opinion
        of an independent public accountant of nationally recognized standing,
        selected by the Company, to the effect that the requirements set forth
        in clause (i) above have been satisfied;

                   (iv)  the Company shall have delivered to the Trustee an
        Opinion of Counsel in the form described in Section 702(d);

                   (v)   the Company shall have delivered to the Trustee an
        Officers' Certificate stating that all conditions precedent herein
        relating to either the Legal Defeasance under Section 702(a) or the
        Covenant Defeasance under Section 702(b), as the case may be, have been
        complied with; and

                   (vi)  the deposit shall not result in the Company, the
        Trustee or the trust being deemed an "investment company" under the
        Investment Company Act of 1940, as amended.

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<Page>

                (d) (i) In the case of Legal Defeasance under Section 702(a),
there shall also be delivered to the Trustee either (x) an Opinion of Counsel in
a form reasonably satisfactory to the Trustee to the effect that, based upon (A)
an accompanying ruling of the Internal Revenue Service issued to the Company, or
(B) a change in law or regulation occurring after the date hereof, the Holders
will not realize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance but will realize income, gain or loss on the
Securities, including payments of interest thereon, in the same amounts, in the
same manner and at the same times as would have been the case if such Legal
Defeasance had not occurred, or (y) an instrument, in form reasonably
satisfactory to the Trustee, wherein the Company, notwithstanding the payment
and discharge, pursuant to Section 702(a) and (e), of its indebtedness in
respect of Securities of any series, or any portion of the principal amount
thereof, shall assume the obligation (which shall be absolute and unconditional)
to irrevocably deposit with the Trustee such additional sums of money, if any,
or additional Eligible Obligations (meeting the requirements of subsection
(c)(i) hereof), if any, or any combination thereof, at such time or times, as
shall be necessary, together with the money and/or Eligible Obligations
theretofore so deposited, to pay when due the principal of and premium, if any,
and interest due and to become due on such Securities or portions thereof;
PROVIDED, HOWEVER, that such instrument may state that the obligation of the
Company to make additional deposits as aforesaid shall be subject to the
delivery to the Company by the Trustee of a notice asserting the deficiency
accompanied by an opinion of an independent public accountant of nationally
recognized standing, selected by the Trustee, showing the calculation thereof;
and

                    (ii) In the case of Covenant Defeasance under
        Section 702(b), there shall also be delivered to the Trustee an Opinion
        of Counsel in a form reasonably satisfactory to the Trustee to the
        effect that the Holders will not realize income, gain or loss for
        Federal income tax purposes as a result of such Covenant Defeasance but
        will realize income, gain or loss on the Securities, including payments
        of interest thereon, in the same amounts, in the same manner and at the
        same times as would have been the case if such Covenant Defeasance had
        not occurred.

                (e) In the event that the Company effects a Legal Defeasance,
upon receipt by the Trustee of money or Eligible Obligations, or both, in
accordance with Section 702(c), together with the documents required by such
paragraph, the Trustee shall, upon receipt of a Company Request, acknowledge in
writing that the Security or Securities or portions thereof with respect to
which such deposit was made are deemed to have been paid for all purposes of
this Indenture and that the entire indebtedness of the Company in respect
thereof is deemed to have been satisfied and discharged.

                (f) If payment of less than all of the Securities of any series,
or any Tranche thereof, is to be provided for in the manner and with the effect
provided in this Section, the Security Registrar shall select such Securities,
or portions of principal amount thereof in the manner specified by Section 403
for selection for redemption of less than all the Securities of a series or
Tranche.

                (g) In the event that Securities which shall be deemed to have
been paid as a result of a Legal Defeasance (or with respect to which a Covenant
Defeasance has been effected) do not mature and are not to be redeemed within
the 60-day period commencing with the date of

                                       33
<Page>

the deposit with the Trustee of moneys or Eligible Obligations, the Company
shall, as promptly as practicable, give a notice, in the same manner as a notice
of redemption with respect to such Securities, to the Holders of such Securities
to the effect that such deposit has been made and the effect thereof.

                (h) The Company shall pay, and shall indemnify the Trustee and
each Holder of Securities which are deemed to have been paid as provided in this
Section against any tax, fee or other charge imposed on or assessed against the
Eligible Obligations deposited with the Trustee or the principal or interest
received by the Trustee in respect of such Eligible Obligations.

                (i) Anything herein to the contrary notwithstanding, if, at any
time after a Legal Defeasance or a Covenant Defeasance is effected pursuant to
this Section (without regard to the provisions of this paragraph (i)), the
Trustee shall be required to return the money or Eligible Obligations, or
combination thereof, deposited with it to the Company or its representative
under any applicable federal or state bankruptcy, insolvency or other similar
law, the indebtedness of the Company in respect of such Security shall thereupon
be deemed retroactively not to have been satisfied and discharged, as aforesaid,
and to remain Outstanding, or, as the case may be, the obligations under the
above-mentioned covenants in respect of such Security shall thereupon be deemed
retroactively not to have been released.

        Section 703 APPLICATION OF TRUST MONEY. Neither the Eligible Obligations
nor the money deposited with the Trustee pursuant to Section 702(c)(i), nor the
principal or interest payments on any such Eligible Obligations, shall be
withdrawn or used for any purpose other than, and shall be held in trust for,
the payment of the principal of and premium, if any, and interest, if any, on
the Securities or portions of principal amount thereof in respect of which such
deposit was made, all subject, however, to the provisions of Section 603;
PROVIDED, HOWEVER, that, so long as there shall not have occurred and be
continuing an Event of Default, any cash received from such principal or
interest payments on such Eligible Obligations deposited with the Trustee, if
not then needed for such purpose, shall, to the extent practicable, be invested
in Eligible Obligations of the type described in Section 702(c)(i)(2) maturing
at such times and in such amounts as shall be sufficient to pay when due the
principal of and premium, if any, and interest, if any, due and to become due on
such Securities or portions thereof on and prior to the Maturity thereof, and
interest earned from such reinvestment shall be paid over to the Company as
received by the Trustee, free and clear of any trust, lien or pledge under this
Indenture except the lien provided by Section 907; and PROVIDED, FURTHER, that,
so long as there shall not have occurred and be continuing an Event of Default,
any moneys held by the Trustee in accordance with this Section on the Maturity
of all such Securities in excess of the amount required to pay the principal of
and premium, if any, and interest, if any, then due on such Securities shall be
paid over to the Company free and clear of any trust, lien or pledge under this
Indenture except the lien provided by Section 907.

                                  ARTICLE EIGHT

                           EVENTS OF DEFAULT; REMEDIES

        Section 801 EVENTS OF DEFAULT. "EVENT OF DEFAULT", wherever used herein
with respect to Securities of any series, means any one of the following events:

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<Page>

                (a) failure to pay interest, if any, on any Security of such
series within sixty (60) days after the same becomes due and payable; PROVIDED,
HOWEVER, that a valid extension of the interest payment period by the Company as
contemplated in Section 312 of this Indenture shall not constitute a failure to
pay interest for this purpose; or

                (b) failure to pay the principal of or premium, if any, on any
Security of such series within three (3) Business Days after its Maturity; or

                (c) failure to perform or breach of any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty a default in
the performance of which or breach of which is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of one or more series of Securities other than such
series) for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee, or to the Company and the Trustee
by the Holders of at least 33% in principal amount of the Outstanding Securities
of such series, a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a "NOTICE OF DEFAULT"
hereunder, unless the Trustee, or the Trustee and the Holders of a principal
amount of Securities of such series not less than the principal amount of
Securities the Holders of which gave such notice, as the case may be, shall
agree in writing to an extension of such period prior to its expiration;
PROVIDED, HOWEVER, that the Trustee, or the Trustee and the Holders of such
principal amount of Securities of such series, as the case may be, shall be
deemed to have agreed to an extension of such period if corrective action is
initiated by the Company within such period and is being diligently pursued; or

                (d) the entry by a court having jurisdiction in the premises of
(1) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (2) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition by
one or more Persons other than the Company seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company under any applicable
Federal or State law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official for the Company or for any
substantial part of its property, or ordering the winding up or liquidation of
its affairs, and any such decree or order for relief or any such other decree or
order shall have remained unstayed and in effect for a period of 90 consecutive
days; or

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

                                       35
<Page>

                (f) any other Event of Default specified with respect to
Securities of such series.

        Section 802 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default shall have occurred and be continuing with respect to
Securities of any series at the time Outstanding, then in every such case the
Trustee or the Holders of not less than 33% in principal amount of the
Outstanding Securities of such series may declare the principal amount (or, if
any of the Securities of such series are Discount Securities, such portion of
the principal amount of such Securities as may be specified in the terms thereof
as contemplated by Section 301) of all of the Securities of such series to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon receipt by the Company of notice of such
declaration such principal amount (or specified amount) shall become immediately
due and payable; PROVIDED, HOWEVER, that if an Event of Default shall have
occurred and be continuing with respect to more than one series of Securities,
the Trustee or the Holders of not less than 33% in aggregate principal amount of
the Outstanding Securities of all such series, considered as one class, may make
such declaration of acceleration, and not the Holders of the Securities of any
one of such series.

        At any time after such a declaration of acceleration with respect to
Securities of any series shall have been made and before a judgment or decree
for payment of the money due shall have been obtained by the Trustee as
hereinafter in this Article provided, the Event or Events of Default giving rise
to such declaration of acceleration shall, without further act, be deemed to
have been waived, and such declaration and its consequences shall, without
further act, be deemed to have been rescinded and annulled, if

                (a) the Company shall have paid or deposited with the Trustee a
sum sufficient to pay

                         (1) all overdue interest on all Securities of such
                series;

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

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

                         (4) all amounts due to the Trustee under Section 907;
                and

                (b) any other Event or Events of Default with respect to
Securities of such series, other than the non-payment of the principal of
Securities of such series which shall have become due solely by such declaration
of acceleration, shall have been cured or waived as provided in Section 813.

No such rescission shall affect any subsequent Event of Default or impair any
right consequent thereon.

                                       36
<Page>

        Section 803 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE. If an Event of Default described in clause (a) or (b) of Section 801
shall have occurred and be continuing, the Company shall, upon demand of the
Trustee, pay to it, for the benefit of the Holders of the Securities of the
series with respect to which such Event of Default shall have occurred, the
whole amount then due and payable on such Securities for principal and premium,
if any, and interest, if any, and, to the extent permitted by law, interest on
premium, if any, and on any overdue principal and interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover any amounts due to the Trustee under
Section 907.

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

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

        Section 804 TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Company or any other obligor upon the Securities or the property of the
Company or of such other obligor or their creditors, the Trustee (irrespective
of whether the principal of the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand on the Company for the payment of overdue
principal or interest) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

                (a) to file and prove a claim for the whole amount of principal,
premium, if any, and interest, if any, owing and unpaid in respect of the
Securities and to file such other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
amounts due to the Trustee under Section 907) and of the Holders allowed in such
judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amounts due it under Section 907.

                                       37

<Page>

        Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

        Section 805 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders in respect of which such judgment has been recovered.

        Section 806 APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or premium, if any, or interest, if any, upon
presentation of the Securities in respect of which or for the benefit of which
such money shall have been collected and the notation thereon of the payment if
only partially paid and upon surrender thereof if fully paid:

                First: To the payment of all amounts due the Trustee under
        Section 907;

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

                Third: To the Company.

        Section 807 LIMITATION ON SUITS. No Holder shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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

                (b) the Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of all series in respect of which
an Event of Default shall have occurred and be continuing, considered as one
class, shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee hereunder;

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

                                       38
<Page>

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

                (e) no direction inconsistent with such written request shall
have been given to the Trustee during such 60-day period by the Holders of a
majority in aggregate principal amount of the Outstanding Securities of all
series in respect of which an Event of Default shall have occurred and be
continuing, considered as one class;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other of
such Holders or to obtain or to seek to obtain priority or preference over any
other of such Holders or to enforce any right under this Indenture, except in
the manner herein provided and for the equal and ratable benefit of all of such
Holders.

        Section 808 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND INTEREST. Notwithstanding any other provision in this Indenture, the Holder
of any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and premium, if any, and (subject to Section
307 and 312) interest, if any, on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

        Section 809 RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee or to such
Holder, then and in every such case, subject to any determination in such
proceeding, the Company, and Trustee and such Holder shall be restored severally
and respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and such Holder shall continue as though no such
proceeding had been instituted.

        Section 810 RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided
in the last paragraph of Section 306, no right or remedy herein conferred upon
or reserved to the Trustee or to the Holders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

        Section 811 DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or an acquiescence therein. Every right and remedy given
by this Article or by law to the Trustee or to the Holders may be exercised from
time to time, and as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

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        Section 812 CONTROL BY HOLDERS OF SECURITIES. If an Event of Default
shall have occurred and be continuing in respect of a series of Securities, the
Holders of a majority in principal amount of the Outstanding Securities of such
series shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of such
series; PROVIDED, HOWEVER, that if an Event of Default shall have occurred and
be continuing with respect to more than one series of Securities, the Holders of
a majority in aggregate principal amount of the Outstanding Securities of all
such series, considered as one class, shall have the right to make such
direction, and not the Holders of the Securities of any one of such series; and
PROVIDED, FURTHER, that

                (a) such direction shall not be in conflict with any rule of law
or with this Indenture, and could not involve the Trustee in personal liability
in circumstances where indemnity would not, in the Trustee's sole discretion, be
adequate, and

                (b) the Trustee may take any other action deemed proper by the
Trustee which is not inconsistent with such direction.

        Section 813 WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default

                (a) in the payment of the principal of or premium, if any, or
interest, ifany, on any Security of such series, or

                (b) in respect of a covenant or provision hereof which under
Section 1202 cannot be modified or amended without the consent of the Holder of
each Outstanding Security of such series affected.

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

        Section 814 UNDERTAKING FOR COSTS. The Company and the Trustee agree,
and each Holder 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, suffered or omitted by it as Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Securities of all series in respect of which
such suit may be brought, considered as one class, or to any suit instituted by
any Holder for the enforcement of the

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<Page>

payment of the principal of or premium, if any, or interest, if any, on any
Security on or after the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption, on or after the Redemption Date).

        Section 815 WAIVER OF STAY OR EXTENSION LAWS. The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.

                                  ARTICLE NINE

                                   THE TRUSTEE

        Section 901 CERTAIN DUTIES AND RESPONSIBILITIES. (a) Except during the
continuance of an Event of Default with respect to Securities of any series,

                         (1) the Trustee undertakes to perform, with respect to
                Securities of such series, 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; and

                         (2) in the absence of bad faith on its part, the
                Trustee may, with respect to Securities of such series,
                conclusively rely, as to the truth of the statements and the
                correctness of the opinions expressed therein, upon certificates
                or opinions furnished to the Trustee and conforming to the
                requirements of this Indenture; 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) In case an Event of Default with respect to Securities of
any series shall have occurred and be continuing, the Trustee shall exercise,
with respect to Securities of such series, such of the rights and powers vested
in it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent man would exercise or use under the circumstances in the
conduct of his own affairs.

                (c) 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 wilful misconduct, except that

                         (1) this subsection shall not be construed to limit the
                effect of subsection (a) of this Section;

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<Page>

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

                         (3) the Trustee shall not be liable with respect to any
                action taken or omitted to be taken by it in good faith in
                accordance with the direction of the Holders of a majority in
                principal amount of the Outstanding Securities of any one or
                more series, as provided herein, relating to the time, method
                and place of conducting any proceeding for any remedy available
                to the Trustee, or exercising any trust or power conferred upon
                the Trustee, under this Indenture with respect to the Securities
                of such series; and

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

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

        Section 902 NOTICE OF DEFAULTS. The Trustee shall give the Holders
notice of any default hereunder with respect to the Securities of any series to
the Holders of Securities of such series in the manner and to the extent
required to do so by the Trust Indenture Act, unless such default shall have
been cured or waived; PROVIDED, HOWEVER, that in the case of any default of the
character specified in Section 801(c), no such notice to Holders shall be given
until at least 75 days after the occurrence thereof. For the purpose of this
Section, the term "default" means any event which is, or after notice or lapse
of time, or both, would become, an Event of Default.

        Section 903 CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
Section 901 and to the applicable provisions of the Trust Indenture Act:

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

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

                (c) whenever in the administration of this Indenture the Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action

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<Page>

hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an Officer's
Certificate;

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

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

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

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

                (h) except as otherwise provided in Section 801, 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.

        Section 904 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
recitals contained herein and in the Securities (except the Trustee's
certificates of authentication) shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes responsibility for
their correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

        Section 905 MAY HOLD SECURITIES. Each of the Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 908 and 913, may otherwise deal
with the Company with the same rights it would have if it were not the Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

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<Page>

        Section 906 MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds, except to the extent required
by law. The Trustee shall be under no liability for interest on investment of
any money received by it hereunder except as expressly provided herein or
otherwise agreed with, and for the sole benefit of, the Company.

        Section 907 COMPENSATION AND REIMBURSEMENT. The Company shall:

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

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

                (c) indemnify the Trustee and hold it harmless from and against,
any loss, liability or expense reasonably incurred by it arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder or the performance of its duties hereunder, including the costs and
expenses of defending itself against any claim or liability in connection with
the exercise or performance of any of its powers or duties hereunder, except to
the extent any such loss, liability or expense may be attributable to its
negligence, wilful misconduct or bad faith.

        As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such other than property
and funds held in trust under Section 703 (except as otherwise provided in
Section 703). "TRUSTEE" for purposes of this Section shall include any
predecessor Trustee; PROVIDED, HOWEVER, that the negligence, wilful misconduct
or bad faith of any Trustee hereunder shall not affect the rights of any other
Trustee hereunder.

        Section 908 DISQUALIFICATION; CONFLICTING INTERESTS. If the Trustee
shall have or acquire any conflicting interest within the meaning of the Trust
Indenture Act, 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 and this Indenture. For purposes of Section
310(b)(1) of the Trust Indenture Act and to the extent permitted thereby, the
Trustee, in its capacity as trustee in respect of the Securities of any series,
shall not be deemed to have a conflicting interest arising from its capacity as
trustee in respect of the Securities of any other series.

        Section 909 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all
times be a Trustee hereunder which shall be

                (a) a corporation organized and doing business under the laws of
the United States, any State or Territory thereof or the District of Columbia,
authorized under such laws to

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<Page>

exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by Federal or State
authority, or

                (b) if and to the extent permitted by the Commission by rule,
regulation or order upon application, a corporation or other Person organized
and doing business under the laws of a foreign government, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 or the Dollar equivalent of the applicable foreign
currency and subject to supervision or examination by authority of such foreign
government or a political subdivision thereof substantially equivalent to
supervision or examination applicable to United States institutional trustees,

and, in either case, qualified and eligible under this Article and the Trust
Indenture Act. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of such supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

        Section 910 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 911.

                (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 911 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

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

                (d) If at any time:

                         (1) the Trustee shall fail to comply with Section 908
                after written request therefor by the Company or by any Holder
                who has been a bona fide Holder for at least six months, or

                         (2) the Trustee shall cease to be eligible under
                Section 909 and shall fail to resign after written request
                therefor by the Company or by any such Holder, or

                         (3) the Trustee shall become incapable of acting or
                shall be adjudged a bankrupt or insolvent or a receiver of the
                Trustee or of its property shall be appointed or any public
                officer shall take charge or control of the Trustee

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<Page>

                or of its property or affairs for the purpose of rehabilitation,
                conservation or liquidation,

then, in any such case, (x) the Company by a Board Resolution may remove the
Trustee with respect to all Securities or (y) subject to Section 814, any Holder
who has been a bona fide Holder for at least six months may, on behalf of
himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee with respect to all Securities and
the appointment of a successor Trustee or Trustees.

                (e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause
(other than as contemplated in clause (y) in subsection (d) of this Section),
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 911. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
911, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 911, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of itself and all
others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

                (f) So long as no event which is, or after notice or lapse of
time, or both, would become, an Event of Default shall have occurred and be
continuing, and except with respect to a Trustee appointed by Act of the Holders
of a majority in principal amount of the Outstanding Securities pursuant to
subsection (e) of this Section, if the Company shall have delivered to the
Trustee (i) a Board Resolution appointing a successor Trustee, effective as of a
date specified therein, and (ii) an instrument of acceptance of such
appointment, effective as of such date, by such successor Trustee in accordance
with Section 911, the Trustee shall be deemed to have resigned as contemplated
in subsection (b) of this Section, the successor Trustee shall be deemed to have
been appointed by the Company pursuant to subsection (e) of this Section and
such appointment shall be deemed to have been accepted as contemplated in
Section 911, all as of such date, and all other provisions of this Section and
Section 911 shall be applicable to such resignation, appointment and acceptance
except to the extent inconsistent with this subsection (f).

                (g) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any series
by mailing written notice of such event by first-class

                                       46
<Page>

mail, postage prepaid, to all Holders of Securities of such series as their
names and addresses appear in the Security Register. Each notice shall include
the name of the successor Trustee with respect to the Securities of such series
and the address of its corporate trust office.

        Section 911 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. (a) In case of the
appointment hereunder of a successor Trustee with respect to the Securities of
all series, every such successor Trustee so appointed shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the resignation or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further
act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of all sums owed to
it, execute and deliver an instrument transferring to such successor Trustee all
the rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

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

                (c) Upon request of any such successor Trustee, the Company
shall execute any instruments which fully vest in and confirm to such successor
Trustee all such rights, powers and trusts referred to in subsection (a) or (b)
of this Section, as the case may be.

                                       47
<Page>

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

        Section 912 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

        Section 913 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), the Trustee shall be subject to any and all
applicable provisions of the Trust Indenture Act regarding the collection of
claims against the Company or such other obligor. For purposes of Section 311(b)
of the Trust Indenture Act:

                (a) the term "cash transaction" means any transaction in which
full payment for goods or securities sold is made within seven 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" means 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,
manufacturing, 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.

        Section 914 CO-TRUSTEES AND SEPARATE TRUSTEES. At any time or times, for
the purpose of meeting the legal requirements of any applicable jurisdiction,
the Company and the Trustee shall have power to appoint, and, upon the written
request of the Trustee or of the Holders of at least thirty-three per centum
(33%) in principal amount of the Securities then outstanding, the Company shall
for such purpose join with the Trustee in the execution and delivery of all
instruments and agreements necessary or proper to appoint, one or more Persons
approved by the Trustee either to act as co-trustee, jointly with the Trustee,
or to act as separate trustee, in either case with such powers as may be
provided in the instrument of appointment, and to vest in such Person or
Persons, in the capacity aforesaid, any property, title, right or power deemed
necessary or desirable, subject to the other provisions of this Section. If the
Company does not join in such appointment within 15 days after the receipt by it
of a request so to do, or if an Event of Default

                                       48
<Page>

shall have occurred and be continuing, the Trustee alone shall have power to
make such appointment.

        Should any written instrument or instruments from the Company be
required by any co-trustee or separate trustee so appointed to more fully
confirm to such co-trustee or separate trustee such property, title, right or
power, any and all such instruments shall, on request, be executed, acknowledged
and delivered by the Company.

        Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following conditions:

                (a) the Securities shall be authenticated and delivered, and all
rights, powers, duties and obligations hereunder in respect of the custody of
securities, cash and other personal property held by, or required to be
deposited or pledged with, the Trustee hereunder, shall be exercised solely, by
the Trustee;

                (b) the rights, powers, duties and obligations hereby conferred
or imposed upon the Trustee in respect of any property covered by such
appointment shall be conferred or imposed upon and exercised or performed either
by the Trustee or by the Trustee and such co-trustee or separate trustee
jointly, as shall be provided in the instrument appointing such co-trustee or
separate trustee, except to the extent that under any law of any jurisdiction in
which any particular act is to be performed, the Trustee shall be incompetent or
unqualified to perform such act, in which event such rights, powers, duties and
obligations shall be exercised and performed by such co-trustee or separate
trustee;

                (c) the Trustee at any time, by an instrument in writing
executed by it, with the concurrence of the Company, may accept the resignation
of or remove any co-trustee or separate trustee appointed under this Section,
and, if an Event of Default shall have occurred and be continuing, the Trustee
shall have power to accept the resignation of, or remove, any such co-trustee or
separate trustee without the concurrence of the Company. Upon the written
request of the Trustee, the Company shall join with the Trustee in the execution
and delivery of all instruments and agreements necessary or proper to effectuate
such resignation or removal. A successor to any co-trustee or separate trustee
so resigned or removed may be appointed in the manner provided in this Section;

                (d) no co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Trustee, or any other
such trustee hereunder; and

                (e) any Act of Holders delivered to the Trustee shall be deemed
to have been delivered to each such co-trustee and separate trustee.

        Section 915 APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may appoint
an Authenticating Agent or Agents with respect to the Securities of one or more
series, or any Tranche thereof, which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series or Tranche issued upon
original issuance, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 306, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the

                                       49
<Page>

authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent shall be acceptable to the
Company and shall at all times be a corporation organized and doing business
under the laws of the United States, any State or territory thereof or the
District of Columbia or the Commonwealth of Puerto Rico, authorized under such
laws to act as Authenticating Agent, having a combined capital and surplus of
not less than $50,000,000 and subject to supervision or examination by Federal
or State authority. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

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

        An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

        The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, in accordance with, and
subject to the provisions of Section 907.

        The provisions of Sections 308, 904 and 905 shall be applicable to each
Authenticating Agent.

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

                                       50
<Page>

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

                                            ---------------------------
                                            As Trustee

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

        If all of the Securities of a series may not be originally issued at one
time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel), shall appoint, in accordance with this Section and in accordance with
such procedures as shall be acceptable to the Trustee, an Authenticating Agent
having an office in a Place of Payment designated by the Company with respect to
such series of Securities.

                                   ARTICLE TEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

        Section 1001 LISTS OF HOLDERS. Semiannually, not later than July 1 and
January 1 in each year, commencing July 1, 1997, and at such other times as the
Trustee may request in writing, the Company shall furnish or cause to be
furnished to the Trustee information as to the names and addresses of the
Holders, and the Trustee shall preserve such information and similar information
received by it in any other capacity and afford to the Holders access to
information so preserved by it, all to such extent, if any, and in such manner
as shall be required by the Trust Indenture Act; PROVIDED, HOWEVER, that no such
list need be furnished so long as the Trustee shall be the Security Registrar.

        Section 1002 REPORTS BY TRUSTEE AND COMPANY. Not later than July 1 in
each year, commencing July 1, 1997, the Trustee shall transmit to the Holders
and the Commission a report, dated as of the next preceding May 1, with respect
to any events and other matters described in Section 313(a) of the Trust
Indenture Act, in such manner and to the extent required by the Trust Indenture
Act. The Trustee shall transmit to the Holders and the Commission, and the
Company shall file with the Trustee (within thirty (30) days after filing with
the Commission in the case of reports which pursuant to the Trust Indenture Act
must be filed with the Commission and furnished to the Trustee) and transmit to
the Holders, such other information, reports and other documents, if any, at
such times and in such manner, as shall be required by the Trust Indenture Act.

                                       51
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                                 ARTICLE ELEVEN

               CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

        Section 1101 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. The
Company shall not consolidate with or merge into any other corporation, or
convey or otherwise transfer or lease its properties and assets substantially as
an entirety to any Person, unless

                (a) the corporation formed by such consolidation or into which
the Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the property and assets of the Company substantially as an
entirety shall be a Person organized and existing under the laws of the United
States, any State thereof or the District of Columbia, and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the
Trustee, in form satisfactory to the Trustee, the due and punctual payment of
the principal of and premium, if any, and interest, if any, on all Outstanding
Securities and the performance of every covenant of this Indenture on the part
of the Company to be performed or observed;

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

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

        Section 1102 SUCCESSOR CORPORATION SUBSTITUTED. Upon any consolidation
by the Company with or merger by the Company into any other corporation or any
conveyance, or other transfer or lease of the properties and assets of the
Company substantially as an entirety in accordance with Section 1101, the
successor corporation formed by such consolidation or into which the Company is
merged or the Person to which such conveyance, transfer or lease is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter, except in the case
of a lease, the predecessor Person shall be relieved of all obligations and
covenants under this Indenture and the Securities Outstanding hereunder.

                                 ARTICLE TWELVE

                             SUPPLEMENTAL INDENTURES

        Section 1201 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders, the Company and the Trustee, at any time and from
time to time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

                                       52
<Page>

                (a) to evidence the succession of another Person to the Company
and the assumption by any such successor of the covenants of the Company herein
and in the Securities, all as provided in Article Eleven; or

                (b) to add one or more covenants of the Company or other
provisions for the benefit of all Holders or for the benefit of the Holders of,
or to remain in effect only so long as there shall be Outstanding, Securities of
one or more specified series, or one or more specified Tranches thereof, or to
surrender any right or power herein conferred upon the Company; or

                (c) to add any additional Events of Default with respect to all
or any series of Securities Outstanding hereunder; or

                (d) to change or eliminate any provision of this Indenture or to
add any new provision to this Indenture; PROVIDED, HOWEVER, that if such change,
elimination or addition shall adversely affect the interests of the Holders of
Securities of any series or Tranche Outstanding on the date of such indenture
supplemental hereto in any material respect, such change, elimination or
addition shall become effective with respect to such series or Tranche only
pursuant to the provisions of Section 1202 hereof or when no Security of such
series or Tranche remains Outstanding; or

                (e) to provide collateral security for the Securities; or

                (f) to establish the form or terms of Securities of any series
or Tranche as contemplated by Sections 201 and 301; or

                (g) to provide for the authentication and delivery of bearer
securities and coupons appertaining thereto representing interest, if any,
thereon and for the procedures for the registration, exchange and replacement
thereof and for the giving of notice to, and the solicitation of the vote or
consent of, the holders thereof, and for any and all other matters incidental
thereto; or

                (h) to evidence and provide for the acceptance of appointment
hereunder by a separate or 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 911(b); or

                (i) to provide for the procedures required to permit the Company
to utilize, at its option, a non-certificated system of registration for all, or
any series or Tranche of, the Securities; or to provide for the authentication
and delivery of bearer securities and coupons appertaining thereto representing
interest, if any, thereon and for the procedures for the registration, exchange
and replacement thereof and for the giving of notice to, and the solicitation of
the vote or consent of, the holders thereof, and for any and all other matters
incidental thereto; or

                (j) to change any place or places where (1) the principal of and
premium, if any, and interest, if any, on all or any series of Securities, or
any Tranche thereof, shall be payable, (2) all or any series of Securities, or
any Tranche thereof, may be surrendered for registration of

                                       53
<Page>

transfer, (3) all or any series of Securities, or any Tranche thereof, may be
surrendered for exchange and (4) notices and demands to or upon the Company in
respect of all or any series of Securities, or any Tranche thereof, and this
Indenture may be served; PROVIDED, HOWEVER, that any such place is located in
New York, New York, or St. Louis, Missouri; or

                (k) to cure any ambiguity, to correct or supplement any
provision herein which may be defective or inconsistent with any other provision
herein, or to make any other changes to the provisions hereof or to add other
provisions with respect to matters or questions arising under this Indenture,
provided that such other changes or additions shall not adversely affect the
interests of the Holders of Securities of any series or Tranche in any material
respect.

        Without limiting the generality of the foregoing, if the Trust Indenture
Act as in effect at the date of the execution and delivery of this Indenture or
at any time thereafter shall be amended and

                (x) if any such amendment shall require one or more changes to
        any provisions hereof or the inclusion herein of any additional
        provisions, or shall by operation of law be deemed to effect such
        changes or incorporate such provisions by reference or otherwise, this
        Indenture shall be deemed to have been amended so as to conform to such
        amendment to the Trust Indenture Act, and the Company and the Trustee
        may, without the consent of any Holders, enter into an indenture
        supplemental hereto to effect or evidence such changes or additional
        provisions; or

                (y) if any such amendment shall permit one or more changes to,
        or the elimination of, any provisions hereof which, at the date of the
        execution and delivery hereof or at any time thereafter, are required by
        the Trust Indenture Act to be contained herein, this Indenture shall be
        deemed to have been amended to effect such changes or elimination, and
        the Company and the Trustee may, without the consent of any Holders,
        enter into an indenture supplemental hereto to evidence such amendment
        hereof.

        Section 1202 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities of all series then Outstanding under this Indenture,
considered as one class, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture; PROVIDED, HOWEVER, that if there shall be
Securities of more than one series Outstanding hereunder and if a proposed
supplemental indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such series, then the consent
only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series so directly affected, considered as one
class, shall be required; and PROVIDED, FURTHER, that if the Securities of any
series shall have been issued in more than one Tranche and if the proposed
supplemental indenture shall directly affect the rights of the Holders of
Securities of one or more, but less than all, of such Tranches, then the consent
only of the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all Tranches

                                       54
<Page>

so directly affected, considered as one class, shall be required; and PROVIDED,
FURTHER, that no such supplemental indenture shall:

                (a) change the Stated Maturity of the principal of, or any
installment of principal of or interest on (except as provided in Section 312
hereof), any Security, or reduce the principal amount thereof or the rate of
interest thereon (or the amount of any installment of interest thereon) or
change the method of calculating such rate or reduce any premium payable upon
the redemption thereof, or reduce the amount of the principal of a Discount
Security that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 802, or change the coin or currency (or
other property), in which any Security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity of any Security (or, in the case of
redemption, on or after the Redemption Date), without, in any such case, the
consent of the Holder of such Security, or

                (b) reduce the percentage in principal amount of the Outstanding
Securities of any series or any Tranche thereof, the consent of the Holders of
which is required for any such supplemental indenture, or the consent of the
Holders of which is required for any waiver of compliance with any provision of
this Indenture or of any default hereunder and its consequences, or reduce the
requirements of Section 1304 for quorum or voting, without, in any such case,
the consent of the Holders of each Outstanding Security of such series or
Tranche, or

                (c) modify any of the provisions of this Section, Section 607 or
Section 813 with respect to the Securities of any series, or any Tranche
thereof, or except to increase the percentages in principal amount referred to
in this Section or such other Sections or to provide that other provisions of
this Indenture cannot be modified or waived without the consent of the Holder of
each Outstanding Security affected thereby; PROVIDED, HOWEVER, that this clause
shall not be deemed to require the consent of any Holder with respect to changes
in the references to "the Trustee" and concomitant changes in this Section, or
the deletion of this proviso, in accordance with the requirements of Sections
911(b) and 1201(h).

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

        It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof. A waiver by a
Holder of such Holder's right to consent under this Section shall be deemed to
be a consent of such Holder.

        Section 1203 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
901) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by

                                       55
<Page>

this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties,
immunities or liabilities under this Indenture or otherwise.

        Section 1204 EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental indenture under this Article this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby. Any
supplemental indenture permitted by this Article may restate this Indenture in
its entirety, and, upon the execution and delivery thereof, any such restatement
shall supersede this Indenture as theretofore in effect for all purposes.

        Section 1205 CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

        Section 1206 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.
Securities of any series, or any Tranche thereof, authenticated and delivered
after the execution of any supplemental indenture pursuant to this Article may,
and shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series, or any Tranche
thereof, so modified as to conform, in the opinion of the Trustee and the
Company, to any such supplemental indenture may be prepared and executed by the
Company and authenticated and delivered by the Trustee in exchange for
Outstanding Securities of such series or Tranche.

        Section 1207 MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE. If the terms
of any particular series of Securities shall have been established in a Board
Resolution or an Officer's Certificate pursuant to a Board Resolution as
contemplated by Section 301, and not in an indenture supplemental hereto,
additions to, changes in or the elimination of any of such terms may be effected
by means of a supplemental Board Resolution or Officer's Certificate, as the
case may be, delivered to, and accepted by, the Trustee; PROVIDED, HOWEVER, that
such supplemental Board Resolution or Officer's Certificate shall not be
accepted by the Trustee or otherwise be effective unless all conditions set
forth in this Indenture which would be required to be satisfied if such
additions, changes or elimination were contained in a supplemental indenture
shall have been appropriately satisfied. Upon the acceptance thereof by the
Trustee, any such supplemental Board Resolution or Officer's Certificate shall
be deemed to be a "supplemental indenture" for purposes of Section 1204 and
1206.

                                ARTICLE THIRTEEN

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

        Section 1301 PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Securities of one or more, or all, series, or any Tranche or Tranches
thereof, may be called at any time and from time to time pursuant to this
Article to make, give or take any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to be made,
given or taken by Holders of Securities of such series or Tranches.

                                       56
<Page>

        Section 1032 CALL, NOTICE AND PLACE OF MEETINGS. (a) The Trustee may at
any time call a meeting of Holders of Securities of one or more, or all, series,
or any Tranche or Tranches thereof, for any purpose specified in Section 1301,
to be held at such time and at such place in St. Louis, Missouri, as the Trustee
shall determine, or, with the approval of the Company, at any other place.
Notice of every such meeting, setting forth the time and the place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be given, in the manner provided in Section 106, not less than 21 nor more
than 180 days prior to the date fixed for the meeting.

                (b) If the Trustee shall have been requested to call a meeting
of the Holders of Securities of one or more, or all, series, or any Tranche or
Tranches thereof, by the Company or by the Holders of 33% in aggregate principal
amount of all of such series and Tranches, considered as one class, for any
purpose specified in Section 1301, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have given the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or the Holders of Securities of
such series and Tranches in the amount above specified, as the case may be, may
determine the time and the place in St. Louis, Missouri, or in such other place
as shall be determined or approved by the Company, for such meeting and may call
such meeting for such purposes by giving notice thereof as provided in
subsection (a) of this Section.

                (c) Any meeting of Holders of Securities of one or more, or all,
series, or any Tranche or Tranches thereof, shall be valid without notice if the
Holders of all Outstanding Securities of such series or Tranches are present in
person or by proxy and if representatives of the Company and the Trustee are
present, or if notice is waived in writing before or after the meeting by the
Holders of all Outstanding Securities of such series, or by such of them as are
not present at the meeting in person or by proxy, and by the Company and the
Trustee.

        Section 1303 PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to
vote at any meeting of Holders of Securities of one or more, or all, series, or
any Tranche or Tranches thereof, a Person shall be (a) a Holder of one or more
Outstanding Securities of such series or Tranches, or (b) a Person appointed by
an instrument in writing as proxy for a Holder or Holders of one or more
Outstanding Securities of such series or Tranches by such Holder or Holders. The
only Persons who shall be entitled to attend any meeting of Holders of
Securities of any series or Tranche shall be the Persons entitled to vote at
such meeting and their counsel, any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

        Section 1304 QUORUM; ACTION. The Persons entitled to vote a majority in
aggregate principal amount of the Outstanding Securities of the series and
Tranches with respect to which a meeting shall have been called as hereinbefore
provided, considered as one class, shall constitute a quorum for a meeting of
Holders of Securities of such series and Tranches; PROVIDED, HOWEVER, that if
any action is to be taken at such meeting which this Indenture expressly
provides may be taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of such
series and Tranches, considered as one class, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Securities of such
series and Tranches, considered as one class, shall constitute a quorum. In the
absence of a

                                       57
<Page>

quorum within one hour of the time appointed for any such meeting, the meeting
shall, if convened at the request of Holders of Securities of such series and
Tranches, be dissolved. In any other case the meeting may be adjourned for such
period as may be determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for such period as may
be determined by the chairman of the meeting prior to the adjournment of such
adjourned meeting. Except as provided by Section 1305(e), notice of the
reconvening of any meeting adjourned for more than 30 days shall be given as
provided in Section 1302(a) not less than ten days prior to the date on which
the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series and Tranches
which shall constitute a quorum.

        Except as limited by Section 1202, any resolution presented to a meeting
or adjourned meeting duly reconvened at which a quorum is present as aforesaid
may be adopted only by the affirmative vote of the Holders of a majority in
aggregate principal amount of the Outstanding Securities of the series and
Tranches with respect to which such meeting shall have been called, considered
as one class; PROVIDED, HOWEVER, that, except as so limited, any resolution with
respect to any action which this Indenture expressly provides may be taken by
the Holders of a specified percentage, which is less than a majority, in
principal amount of the Outstanding Securities of such series and Tranches,
considered as one class, may be adopted at a meeting or an adjourned meeting
duly reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in principal amount of the
Outstanding Securities of such series and Tranches, considered as one class.

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

        Section 1305 ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING RIGHTS;
CONDUCT AND ADJOURNMENT OF MEETINGS. (a) Attendance at meetings of Holders of
Securities may be in person or by proxy; and, to the extent permitted by law,
any such proxy shall remain in effect and be binding upon any future Holder of
the Securities with respect to which it was given unless and until specifically
revoked by the Holder or future Holder of such Securities before being voted.

                (b) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities in regard to proof of the holding of such
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 deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104.
Such regulations may provide that written instruments appointing

                                       58
<Page>

proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 104 or other proof.

                (c) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders as provided in Section 1302(b), in which case the
Company or the Holders of Securities of the series and Tranches calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Securities of all series and Tranches represented at the
meeting, considered as one class.

                (d) At any meeting each Holder or proxy shall be entitled to one
vote for each $1 principal amount of Securities held or represented by him;
PROVIDED, HOWEVER, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have no
right to vote, except as a Holder of a Security or proxy.

                (e) Any meeting duly called pursuant to Section 1302 at which a
quorum is present may be adjourned from time to time by Persons entitled to vote
a majority in aggregate principal amount of the Outstanding Securities of all
series and Tranches represented at the meeting, considered as one class; and the
meeting may be held as so adjourned without further notice.

        Section 1306 COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders shall be by written
ballots on which shall be subscribed the signatures of the Holders or of their
representatives by proxy and the principal amounts and serial numbers of the
Outstanding Securities, of the series and Tranches with respect to which the
meeting shall have been called, 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 of all
votes cast at the meeting. A record of the proceedings of each meeting of
Holders shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1302 and, if
applicable, Section 1304. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

        Section 1307 ACTION WITHOUT MEETING. In lieu of a vote of Holders at a
meeting as hereinbefore contemplated in this Article, any request, demand,
authorization, direction, notice, consent, waiver or other action may be made,
given or taken by Holders by written instruments as provided in Section 104.

                                       59
<Page>

                                ARTICLE FOURTEEN

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

        Section 1401 LIABILITY SOLELY CORPORATE. No recourse shall be had for
the payment of the principal of or premium, if any, or interest, if any, on any
Securities, or any part thereof, or for any claim based thereon or otherwise in
respect thereof, or of the indebtedness represented thereby, or upon any
obligation, covenant or agreement under this Indenture, against any
incorporator, stockholder, officer or director, as such, past, present or future
of the Company or of any predecessor or successor corporation (either directly
or through the Company or a predecessor or successor corporation), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood that this Indenture and all the Securities are solely corporate
obligations, and that no personal liability whatsoever shall attach to, or be
incurred by, any incorporator, stockholder, officer or director, past, present
or future, of the Company or of any predecessor or successor corporation, either
directly or indirectly through the Company or any predecessor or successor
corporation, because of the indebtedness hereby authorized or under or by reason
of any of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or to be implied herefrom or therefrom, and that any
such personal liability is hereby expressly waived and released as a condition
of, and as part of the consideration for, the execution of this Indenture and
the issuance of the Securities.

                                       60
<Page>

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

                                             UNION ELECTRIC COMPANY

                                             By:
                                                --------------------------------

ATTEST:

                                             -----------------------------,
                                                       AS TRUSTEE

                                             By:
                                                --------------------------------

ATTEST:

<Page>

STATE OF MISSOURI    )
                     ) ss.:
CITY OF ST. LOUIS    )

        On the ____ day of _________, 200_, before me personally came Donald E.
Brandt, to me known, who, being by me duly sworn, did depose and say that he is
the Sr. Vice President-Finance and Corporate Services of Union Electric Company,
one of the corporations described in and which executed the foregoing
instrument; that he knows the seal of said corporation; that the seal affixed to
said instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that he signed his name thereto
by like authority.

                                                --------------------------------
                                                Notary Public
                                                [Notarial Seal]

<Page>

STATE OF MISSOURI    )
                     ) ss.:
CITY OF ST. LOUIS    )

        On the ____ day of _________, 200_, before me personally came
__________, to me known, who, being by me duly sworn, did depose and say that he
is a ________________ of _____________, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

                                                --------------------------------
                                                Notary Public
                                                [Notarial Seal]