<Page>

                                                                     EXHIBIT 4.5

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





                             THE WALT DISNEY COMPANY


                          SUBORDINATED DEBT SECURITIES


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


                                    INDENTURE


                         DATED AS OF [________________]


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


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                   AS TRUSTEE





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

<Page>

                               CROSS REFERENCE TABLE(1)
<Table>
<Caption>
TIA                                                               INDENTURE
SECTION                                                            SECTION
-------                                                      ------------------
<S>                                                          <C>
310    (a)(1).........................................................7.8; 7.10
       (a)(2)..............................................................7.10
       (a)(3)..............................................................N.A.
       (a)(4)..............................................................N.A.
       (a)(5)..............................................................7.10
       (b)............................................................7.8; 7.10
       (c)..................................................................N.A
311    (a).................................................................7.11
       (b).................................................................7.11
       (c).................................................................N.A.
312    (a)..................................................................2.7
       (b).................................................................13.3
       (c).................................................................13.3
313    (a)..................................................................7.6
       (b)..................................................................7.6
       (c)............................................................7.6; 13.2
       (d)..................................................................7.6
314    (a)............................................................4.2; 13.2
       (b).................................................................N.A.
       (c)(1)..............................................................13.4
       (c)(2)..............................................................13.4
       (c)(3)..............................................................N.A.
       (d).................................................................N.A.
       (e).................................................................13.6
       (f)..................................................................4.3
315    (a)..................................................................7.1
       (b)............................................................7.5; 13.2
       (c)..................................................................7.1
       (d)..................................................................7.1
       (e).................................................................6.11
316    (a)(1)(A)............................................................6.5
       (a)(1)(B)............................................................6.4
       (a)(2)..............................................................N.A.
       (b)..................................................................6.7
       (c).................................................................N.A.
317    (a)(1)...............................................................6.8
       (a)(2)...............................................................6.9
       (b)..................................................................2.6
318    (a).................................................................13.1
</Table>

-------------------
N.A. means not applicable.

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

                                       i

<Page>


                                 TABLE OF CONTENTS(2)

<Table>
<Caption>
                                                                                                                PAGE
                                                                                                                ----
<S>                <C>                                                                                       <C>
                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1        Definitions....................................................................................1
Section 1.2        Other Definitions..............................................................................5
Section 1.3        Incorporation by Reference of Trust Indenture Act..............................................6
Section 1.4        Rules of Construction..........................................................................6

                                   ARTICLE II

                                 THE SECURITIES

Section 2.1        Forms Generally................................................................................7
Section 2.2        Securities in Global Form......................................................................7
Section 2.3        Title, Terms and Denominations.................................................................9
Section 2.4        Execution, Authentication, Delivery and Dating................................................12
Section 2.5        Registrar and Paying Agent....................................................................15
Section 2.6        Paying Agent to Hold Money and Securities in Trust............................................15
Section 2.7        Securityholder Lists..........................................................................16
Section 2.8        Transfer and Exchange.........................................................................16
Section 2.9        Replacement Securities and Coupons............................................................19
Section 2.10       Outstanding Securities; Determinations of Holders' Action.....................................20
Section 2.11       Temporary Securities..........................................................................21
Section 2.12       Cancellation..................................................................................23
Section 2.13       Payment of Interest; Interest Rights Preserved................................................23
Section 2.14       Persons Deemed Owners.........................................................................24
Section 2.15       Computation of Interest.......................................................................25

                                   ARTICLE III

                                   REDEMPTION

Section 3.1        Right to Redeem; Notices to Trustee...........................................................25
Section 3.2        Selection of Securities to be Redeemed........................................................25
Section 3.3        Notice of Redemption..........................................................................26
Section 3.4        Effect of Notice of Redemption................................................................26
Section 3.5        Deposit of Redemption Price...................................................................27
Section 3.6        Securities Redeemed in Part...................................................................27

-------------------
(2) Note: This Table of Contents shall not, for any purpose, be deemed to be part
          of the Indneture.

                                       iii

<Page>

                                   ARTICLE IV

                                    COVENANTS

Section 4.1        Payment of Securities.........................................................................28
Section 4.2        SEC Reports...................................................................................28
Section 4.3        Compliance Certificate........................................................................28
Section 4.4        Further Instruments and Acts..................................................................28
Section 4.5        Maintenance of Office or Agency...............................................................28
Section 4.6        Additional Amounts............................................................................30

                                    ARTICLE V

                              SUCCESSOR CORPORATION

Section 5.1        When Company May Merge or Transfer Assets.....................................................30

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

Section 6.1        Events of Default.............................................................................31
Section 6.2        Acceleration..................................................................................32
Section 6.3        Other Remedies................................................................................33
Section 6.4        Waiver of Past Defaults.......................................................................33
Section 6.5        Control by Majority...........................................................................33
Section 6.6        Limitation on Suits...........................................................................33
Section 6.7        Rights of Holders to Receive Payment..........................................................34
Section 6.8        Collection Suit by Trustee....................................................................34
Section 6.9        Trustee May File Proofs of Claim..............................................................34
Section 6.10       Priorities....................................................................................35
Section 6.11       Undertaking for Costs.........................................................................35
Section 6.12       Waiver of Stay, Extension or Usury Laws.......................................................36

                                   ARTICLE VII

                                     TRUSTEE

Section 7.1        Duties of Trustee.............................................................................36
Section 7.2        Rights of Trustee.............................................................................37
Section 7.3        Individual Rights of Trustee, Etc.............................................................37
Section 7.4        Trustee's Disclaimer..........................................................................37
Section 7.5        Notice of Defaults............................................................................37
Section 7.6        Reports by Trustee to Holders.................................................................38
Section 7.7        Compensation and Indemnity....................................................................38
Section 7.8        Replacement of Trustee........................................................................38
Section 7.9        Successor Trustee by Merger...................................................................40
Section 7.10       Eligibility; Disqualification.................................................................40
Section 7.11       Preferential Collection of Claims Against Company.............................................40

                                       iv

<Page>

                                  ARTICLE VIII

                           SATISFACTION AND DISCHARGE

Section 8.1        Discharge of Liability on Securities..........................................................40
Section 8.2        Repayment to the Company......................................................................42
Section 8.3        Option to Effect Defeasance or Covenant Defeasance............................................42
Section 8.4        Defeasance and Discharge......................................................................42
Section 8.5        Covenant Defeasance...........................................................................42
Section 8.6        Conditions to Defeasance or Covenant Defeasance...............................................43

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.1        Supplemental Indentures without Consent of Holders............................................43
Section 9.2        Supplemental Indentures with Consent of Holders...............................................44
Section 9.3        Compliance with Trust Indenture Act...........................................................45
Section 9.4        Revocation and Effect of Consents, Waivers and Actions........................................45
Section 9.5        Notation On or Exchange of Securities.........................................................46
Section 9.6        Trustee to Sign Supplemental Indentures.......................................................46
Section 9.7        Effect of Supplemental Indentures.............................................................46

                                    ARTICLE X

                                  SINKING FUNDS

Section 10.1       Applicability of Article......................................................................46
Section 10.2       Satisfaction of Sinking Fund Payments with Securities.........................................47
Section 10.3       Redemption of Securities for Sinking Fund.....................................................47

                                   ARTICLE XI

                        ACTIONS OF HOLDERS OF SECURITIES

Section 11.1       Purposes for which Meetings May Be Called.....................................................47
Section 11.2       Call, Notice and Place of Meetings............................................................48
Section 11.3       Persons Entitled to Vote at Meetings..........................................................48
Section 11.4       Quorum; Action................................................................................48
Section 11.5       Determination of Voting Rights; Conduct and Adjournment of Meetings...........................49
Section 11.6       Counting Votes and Recording Action of Meetings...............................................50
Section 11.7       Actions of Holders Generally..................................................................50

                                   ARTICLE XII

                                  SUBORDINATION

Section 12.1       Securities Subordinate to Senior Indebtedness.................................................52
Section 12.2       Payment Over of Proceeds Upon Dissolution, Etc................................................52
Section 12.3       Acceleration of Securities....................................................................54

                                       v

<Page>


Section 12.4       Default in Senior Indebtedness................................................................54
Section 12.5       Payment Permitted if No Default...............................................................55
Section 12.6       Subrogation Rights of Holders of Senior Indebtedness..........................................55
Section 12.7       Provision Solely to Define Relative Rights....................................................55
Section 12.8       Trustee to Effectuate Subordination...........................................................56
Section 12.9       No Waiver of Subordination Provisions.........................................................56
Section 12.10      Notice to Trustee.............................................................................56
Section 12.11      Reliance on Judicial Order or Certificate of Liquidating Agent................................57
Section 12.12      Trustee Not Fiduciary for Holders of Senior Indebtedness......................................57
Section 12.13      Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights..........58
Section 12.14      Article XII Applicable to Paying Agents.......................................................58
Section 12.15      Certain Conversions or Exchanges Deemed Payments..............................................58

                                  ARTICLE XIII

                                  MISCELLANEOUS

Section 13.1       Trust Indenture Act Controls..................................................................58
Section 13.2       Notices.......................................................................................58
Section 13.3       Communication by Holders with Other Holders...................................................60
Section 13.4       Certificate and Opinion as to Conditions Precedent............................................60
Section 13.5       Form of Documents Delivered to Trustee........................................................60
Section 13.6       Statements Required in Certificate or Opinion.................................................61
Section 13.7       Separability Clause...........................................................................61
Section 13.8       Rules by Trustee, Paying Agent and Registrar..................................................61
Section 13.9       Legal Holidays................................................................................61
Section 13.10      Governing Law and Jurisdiction................................................................61
Section 13.11      No Recourse against Others....................................................................62
Section 13.12      Successors....................................................................................62
Section 13.13      Effect of Headings and Table of Contents......................................................62
Section 13.14      Benefits of Indenture.........................................................................62
Section 13.15      Multiple Originals............................................................................62


EXHIBIT A                  FORM OF CERTIFICATE RELATING TO
                           [                           ] SECURITIES.............................................A-1

EXHIBIT B                  FORM OF ACCOUNTHOLDER'S CERTIFICATION................................................B-1
</Table>

                                       vi

<Page>


         INDENTURE dated as of [___________] by and between The Walt Disney
Company, a Delaware corporation ("COMPANY"), and Wells Fargo Bank, National
Association, a national banking association incorporated and existing under
the laws of the United States of America, as trustee ("TRUSTEE").

                             RECITALS OF THE COMPANY

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

         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 ratable benefit of the Holders of the Securities or each series
thereof as follows:

                                     ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1 DEFINITIONS.

         "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 or cause the direction of 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.

         "AUTHORIZED NEWSPAPER" means a newspaper, in the English language
or, at the option of the Company, in an official language of the country of
publication, customarily published on each Business Day (with respect to
Bearer Securities, set forth in the Officers' Certificate with respect to a
series of Bearer Securities), whether or not published on Saturdays, Sundays
or holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place. Where
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different Authorized
Newspapers meeting the foregoing requirements and in each case on any
Business Day.

         "BEARER SECURITY" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.1 which is payable to
the bearer.

         "BOARD OF DIRECTORS" means the board of directors of the Company or
any committee of such board authorized with respect to any matter to exercise
the powers of the Board of Directors of the Company.

<Page>

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

         "BUSINESS DAY" means, except as otherwise specified as contemplated
by Section 2.3(a), with respect to any Place of Payment or any other
particular location referred to in this Indenture or in the Securities, means
each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on
which banking institutions in that Place of Payment or other location are
authorized or obligated by law or executive order to close.

         "CAPITAL STOCK" for any corporation means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) stock issued by that
corporation.

         "CASH" means such coin or currency of the United States as at any
time of payment is legal tender for the payment of public and private debts.

         "CLEARSTREAM" means Clearstream Banking, societe anonyme.

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

         "COMPANY REQUEST" or "COMPANY ORDER" means a written request or
order signed in the name of the Company by its Chairman of the Board, a Vice
Chairman, its Chief Executive Officer, its President or a Vice President, and
by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant
Secretary, and delivered to the Trustee or, with respect to Sections 2.4,
2.8, 2.11 and 7.2, any other employee of the Company named in an Officers'
Certificate delivered to the Trustee.

         "COUPON" means any interest coupon appertaining to a Bearer Security.

         "DEBT" means with respect to any person at any date, without
duplication (i) all obligations of such person for borrowed money, (ii) all
obligations of such person evidenced by bonds, debentures, notes or other
similar instruments, (iii) all Debt of others secured by a lien on any asset
of such person, whether or not such Debt is assumed by such person, (iv) all
obligations of such person pursuant to leases which are required to be
capitalized under generally accepted accounting principles consistently
applied and (v) all Debt of others for the payment of which such person is
responsible or liable as obligor or guarantor.

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

         "DEPOSITARY" means, with respect to the Securities of any series
issuable or issued in whole or in part in global form, the person specified
as contemplated by Section 2.3(a) as the Depositary with respect to such
series of Securities, until a successor shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "DEPOSITARY"
shall mean or include such successor.

                                       2

<Page>

         "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 6.2.

         "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.

         "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System or any successor entity.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

         "HOLDER" or "SECURITYHOLDER," when used with respect to any
Security, means, in the case of a Registered Security, a person in whose name
a Security is registered on the Registrar's books and, in the case of a
Bearer Security, the bearer thereof and, when used with respect to any
coupon, means the bearer thereof.

         "INDENTURE" means this Indenture, as amended or supplemented from
time to time in accordance with the terms hereof and shall include the terms
of a particular series of Securities established as contemplated in Section
2.3(a).

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

         "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 or, in
the case of a Discount Security, the Principal Amount payable upon a
declaration of acceleration pursuant to Section 6.2, becomes due and payable
as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

         "OFFICER" means the Chairman of the Board, any Vice Chairman, the
Chief Executive Officer, the President, any Vice President, the Treasurer,
the Secretary, any Assistant Treasurer or any Assistant Secretary of the
Company.

         "OFFICERS' CERTIFICATE" means a written certificate containing the
information specified in Sections 13.4 and 13.6, signed in the name of the
Company by its Chairman of the Board, a Vice Chairman, its Chief Executive
Officer, its President or a Vice President, and by its Treasurer, an
Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

         "OPINION OF COUNSEL" means a written opinion containing the
information specified in Sections 13.4 and 13.6, from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of, or counsel to,
the Company or the Trustee.

         "PERIODIC OFFERING" means an offering of Securities of a series from
time to time the specific terms of which Securities, including, without
limitation, the rate or rates of interest, if

                                       3

<Page>

any, thereon, the Stated Maturity or Maturities thereof, the original issue
date or dates thereof, the redemption provisions, if any, and any other terms
specified as contemplated by Section 2.3(a) with respect thereto, are to be
determined by the Company, or one or more of the Company's agents designated
in an Officers' Certificate, upon the issuance of such Securities.

         "PERMITTED JUNIOR SECURITIES" means either (i) shares of any class
of Capital Stock of the Company or (ii) securities of the Company which are
(A) payable no earlier than the final Stated Maturity of the Securities, (B)
subject to covenants and obligations no more restrictive than those set forth
herein and (C) subordinated in right of payment to all Senior Indebtedness
which may be outstanding at the time of issuance or delivery of such
securities to substantially the same extent as, or to a greater extent than,
the Securities are so subordinated as provided in Article XII.

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

         "PLACE OF PAYMENT," when used with respect to the Securities of any
series, means the place or places where, subject to the provisions of Section
4.5, the Principal of and any interest on the Securities of that series are
payable as specified as contemplated by Section 2.3(a).

         "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 2.9 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or
a Security to which a mutilated, destroyed, lost or stolen coupon appertains
shall be deemed to evidence the same debt as the mutilated, destroyed, lost
or stolen Security or the Security to which the mutilated, destroyed, lost or
stolen coupon appertains, as the case may be.

         "PRINCIPAL" or "PRINCIPAL AMOUNT" of a Security, except as otherwise
specifically provided in this Indenture, means the outstanding principal of
the Security plus the premium, if any, of the Security.

         "REDEMPTION DATE," when used with respect to any Security to be
redeemed, shall mean the date specified for redemption of such Security in
accordance with the terms of such Security and this Indenture.

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

         "REGISTERED SECURITY" means any Security in the form (to the extent
applicable thereto) established pursuant to Section 2.1 which is registered
on the books of the Registrar.

         "REGULAR RECORD DATE" for the interest payable on any Interest
Payment Date on the Registered Securities of any series means the date
specified for that purpose as contemplated by Section 2.3(a).

         "SEC" means the Securities and Exchange Commission.

                                       4

<Page>

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

         "SECURITYHOLDER" or "HOLDER," when used with respect to any
Security, means in the case of a Registered Security, a person in whose name
a Security is registered on the Registrar's books and, in the case of a
Bearer Security, the bearer thereof and, when used with respect to any
coupon, means the bearer thereof.

         "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on
the Registered Securities of any issue means a date fixed by the Trustee
pursuant to Section 2.13.

         "STATED MATURITY," when used with respect to any Security or any
installment of Principal thereof or interest thereon, means the date
specified in such Security or a coupon representing such installment of
interest as the fixed date on which an amount equal to the Principal of such
Security or an installment of Principal thereof or interest thereon is due
and payable.

         "SUBSIDIARY" means, with respect to any person, a corporation of
which a majority of the Capital Stock having voting power under ordinary
circumstances to elect a majority of the board of directors of such
corporation is owned by (i) such person, (ii) such person and one or more
Subsidiaries or (iii) one or more Subsidiaries of such person.

         "TIA" means the Trust Indenture Act of 1939 as in effect on the date
of this Indenture, except as provided in Section 9.3.

         "TRUST OFFICER" means any officer of the Trustee assigned by the
Trustee to administer its corporate trust matters.

         "TRUSTEE" means the party named as the "TRUSTEE" in the first
paragraph of this Indenture until a successor replaces it pursuant to the
applicable provisions of this Indenture and, thereafter, shall mean such
successor.

         "UNITED STATES" means the United States of America, its territories,
its possessions (including the Commonwealth of Puerto Rico), and other areas
subject to its jurisdiction.

         "UNITED STATES ALIEN" means any person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.

         Section 1.2 OTHER DEFINITIONS.

<Table>
<Caption>
                                                                    Defined in
    Term                                                              Section
------------                                                        ----------
<S>                                                                 <C>
"Bankruptcy Law"                                                         6.1
"Common Depositary"                                                      2.2
"Custodian"                                                              6.1

                                       5

<Page>

"Defaulted Interest"                                                    2.13
"Event of Default"                                                       6.1
"Exchange Date"                                                          2.2
"Legal Holiday"                                                         13.9
"Notice of Default"                                                      6.1
"Outstanding"                                                           2.10
"Paying Agent"                                                           2.5
"Permanent Global Bearer Security"                                       2.2
"Registrar"                                                              2.5
"Senior Indebtedness"                                                   12.1
"Temporary Global Bearer Security"                                       2.2
</Table>


         Section 1.3 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

         "COMMISSION" means the SEC.

         "INDENTURE SECURITIES" means the Securities.

         "INDENTURE SECURITY HOLDER" means a Holder or Securityholder.

         "INDENTURE TO BE QUALIFIED" means this Indenture.

         "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

         "OBLIGOR" on the indenture securities means the Company.

         All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule have
the meanings assigned to them by such definitions.

         Section 1.4 RULES OF CONSTRUCTION. Unless the context otherwise
requires:

                  (1)      a term has the meaning assigned to it;

                  (2)      an accounting term not otherwise defined has the
         meaning assigned to it in accordance with generally accepted accounting
         principles in the United States as in effect from time to time;

                  (3)      "OR" is not exclusive;

                  (4)      "INCLUDING" means including, without limitation; and

                                       6

<Page>

                  (5)      words in the singular include the plural, and words
         in the plural include the singular.

                                   ARTICLE II

                                 THE SECURITIES

         Section 2.1 FORMS GENERALLY. The Registered Securities, if any, of
each series and the Bearer Securities, if any, of each series and related
coupons shall be in substantially such form (including global form) as shall
be established by delivery to the Trustee of an Officers' Certificate or in
one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with the rules of any securities
exchange or as may, consistently herewith, be determined by the Officers
executing such Securities or coupons as evidenced by their execution of the
Securities or coupons. The Officers' Certificate so establishing the form of
Security or coupons, if any, of any series shall be delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 2.4
for the authentication and delivery of such Securities or coupons.

         Unless otherwise specified as contemplated by Section 2.3(a), Bearer
Securities shall have interest coupons attached.

         The permanent Securities and coupons, if any, shall be printed,
lithographed, engraved or word processed or produced by any combination of
these methods or may be produced in any other manner, PROVIDED, that such
method is permitted by the rules of any securities exchange on which such
Securities may be listed, all as determined by the Officers executing such
Securities as evidenced by their execution of such Securities.

         Section 2.2 SECURITIES IN GLOBAL FORM. If Securities of a series are
issuable in temporary or permanent global form, as specified as contemplated
by Section 2.3(a), then, notwithstanding clause (10) of Section 2.3(a) and
the provisions of Section 2.3(b), any such Security shall represent such of
the Outstanding Securities of such series as shall be specified therein and
may provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon or otherwise notated on the
books and records of the Registrar and that the aggregate amount of
Outstanding Securities represented thereby may from time to time be reduced
to reflect exchanges. Any endorsement of a Security in global form to reflect
the amount of any increase or decrease in the amount of Outstanding
Securities represented thereby shall be made by the Trustee in such manner
and upon instructions given by such person or persons as shall be specified
therein or in the Company Order to be delivered to the Trustee pursuant to
Section 2.4 or Section 2.11. Subject to the provisions of Section 2.4 and, if
applicable, Section 2.11, the Trustee shall deliver and redeliver any
Security in global form in the manner and upon instructions given by the
person or persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 2.4 or 2.11 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
other notation on the books and records of the Registrar or delivery or
redelivery of a Security of

                                       7

<Page>

such series in global form shall be in writing but need not comply with
Section 13.4 or 13.6 and need not be accompanied by an Opinion of Counsel
(except as required by Section 2.4).

         The provisions of the last sentence of Section 2.4 shall apply to
any Security represented by a Security in global form if such Security was
never issued and sold by the Company, and the Company delivers to the Trustee
the Security in global form together with written instructions (which need
not comply with Section 13.4 or 13.6 and need not be accompanied by an
Opinion of Counsel) with regard to the reduction in the Principal Amount of
Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 2.4.

         Notwithstanding the provisions of Sections 2.1 and 2.13, unless
otherwise specified as contemplated by Section 2.3(a), payment of Principal
of and any interest on any Security in global form shall be made to the
person or persons specified therein.

         Any series of Bearer Securities shall be issued initially in the
form of one temporary global Bearer Security (the "TEMPORARY GLOBAL BEARER
SECURITY"), which Temporary Global Bearer Security shall be deposited on
behalf of the beneficial owners of the Bearer Securities represented thereby
with _____________________, as common depositary (the "COMMON DEPOSITARY"),
for credit to their respective accounts (or to such other accounts as they
may direct) at Euroclear Bank S.A./N.V., Brussels office, as operator of
Euroclear or Clearstream

         On or before the date 40 days after the later of the announcement of
the offering and the date of settlement (the "EXCHANGE DATE"), the Company
shall deliver to a Paying Agent located outside the United States, or its
designated agent, Bearer Securities executed by the Company. On or after the
Exchange Date, the Temporary Global Bearer Security shall be surrendered by
the Common Depositary to the Trustee or its agent, as the Company's agent for
such purpose, to be exchanged, in whole or from time to time in part, at the
sole discretion of the Company for (i) Bearer Securities or (ii) a permanent
global Bearer Security (the "PERMANENT GLOBAL BEARER SECURITY") without
charge to Holders, and the principal Paying Agent or other Paying Agent
outside the United States shall authenticate and deliver (at an office or
agency outside the United States), in exchange for the Temporary Global
Bearer Security or the portions thereof to be exchanged, an equal aggregate
principal amount of Bearer Securities or the Permanent Global Bearer
Security, as shall be specified by the beneficial owners thereof; PROVIDED,
HOWEVER, that upon such presentation by the Common Depositary, the Temporary
Global Bearer Security is accompanied by a certificate dated the Exchange
Date or a subsequent date and signed by Euroclear as to the portion of the
Temporary Global Bearer Security held for its account then to be exchanged
and a certificate dated the Exchange Date or a subsequent date and signed by
Clearstream as to the portion of the Temporary Global Bearer Security held
for its account then to be exchanged, each to the effect hereinafter
provided. The Company and the Trustee agree that they will cooperate in
causing the paying agent located outside the United States to retain each
certificate provided by Euroclear or Clearstream for a period of four
calendar years following the year in which the certificate is received and
not to destroy or otherwise dispose of any such certificate without first
offering to deliver it to the Company.

         Each certificate to be provided by Euroclear and Clearstream shall
be substantially in the form attached hereto as Exhibit A or with such
changes therein as shall be approved by the Company and be satisfactory to
the Trustee.

                                       8

<Page>

         Each certificate received by Euroclear and Clearstream from persons
appearing in their records as persons entitled to a portion of the Temporary
Global Bearer Security shall be substantially to the effect set forth in this
Indenture.

         Upon any such exchange of a portion of the Temporary Global Bearer
Security for Bearer Securities or the Permanent Global Bearer Security, the
Temporary Global Bearer Security shall be endorsed to reflect the reduction
of the principal amount evidenced thereby. Until so exchanged in full, the
Temporary Global Bearer Security shall in all respects be entitled to the
same benefits under, and subject to the same terms and conditions of, this
Indenture as Bearer Securities authenticated and delivered hereunder, except
that none of Euroclear, Clearstream or the beneficial owners of the Temporary
Global Bearer Security shall be entitled to receive payment of interest or
other payments thereon or to convert the Temporary Global Bearer Security, or
any portion thereof, into Common Stock of the Company or any other security,
cash or other property.

         Section 2.3 TITLE, TERMS AND DENOMINATIONS.

         (a)      The aggregate Principal Amount of Securities which may be
authenticated and delivered under this Indenture shall be unlimited.

         The Securities may be issued in one or more series. There shall be
established and, subject to Section 2.4, set forth, or determined in the
manner provided, in an Officers' Certificate of the Company or established in
one or more indentures supplemental hereto:

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

                  (2)      any limit upon the aggregate Principal Amount of the
         Securities of the 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 Sections 2.8, 2.9, 2.11, 3.6, 9.5
         or 10.3 and except for any Securities which, pursuant to Section 2.4,
         are deemed never to have been authenticated and delivered hereunder);

                  (3)      whether Securities of the series are to be issuable
         as Registered Securities, Bearer Securities or both, whether any
         Securities of the series may be represented initially by a Security in
         temporary or permanent global form and, if so, the initial Depositary
         with respect to any such temporary or permanent global Security, and if
         other than as provided in Section 2.8 or Section 2.11, as applicable,
         whether and the circumstances under which beneficial owners of
         interests in any such temporary or permanent global Security may
         exchange such interests for Securities of such series and of like tenor
         of any authorized form and denomination and the Authorized Newspapers
         for publication of notices to holders of Bearer Securities;

                  (4)      any other terms required for the establishment of a
         series of Bearer Securities, including, but not limited to, tax
         compliance procedures;

                                       9

<Page>

                  (5)      the person to whom any interest on any Registered
         Security of the series shall be payable, if other than the person in
         whose name that Security (or one or more Predecessor Securities) is
         registered at the close of business on the Regular Record Date for such
         interest, the manner in which, and the person to whom, any interest on
         any Bearer Security of the series shall be payable, if otherwise than
         upon presentation and surrender of the coupons appertaining thereto as
         they severally mature, and the extent to which, or the manner in which
         (including any certification requirement and other terms and conditions
         under which), any interest payable on a temporary or permanent global
         Security on an Interest Payment Date will be paid if other than in the
         manner provided in Section 2.2 and Section 2.4, as applicable;

                  (6)      the date or dates on which the Principal of the
         Securities of the series is payable or the method of determination
         thereof;

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

                  (8)      the place or places where, subject to the provisions
         of Section 4.5, the Principal of and any premium or interest on
         Securities of the series shall be payable, any Registered Securities of
         the series may be surrendered for registration of transfer, Securities
         of the series may be surrendered for exchange and notices and demands
         to or upon the Company in respect of the Securities of the series and
         this Indenture may be served;

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

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

                  (11)     the denominations in which any Registered Securities
         of the series shall be issuable, if other than denominations of $1,000
         and any integral multiple thereof, and the denomination or
         denominations in which any Bearer Securities of the series shall be
         issuable, if other than denominations of $5,000 and $100,000;

                  (12)     the currency or currencies, including composite
         currencies, in which payment of the Principal of and any premium or
         interest on the Securities of the series shall be payable if other than
         the currency of the United States, and if so, whether the Securities of
         the series may be satisfied and discharged other than as provided in
         Article VIII;

                                       10

<Page>

                  (13)     if the amount of payments of Principal of and any
         premium or interest on the Securities of the series is to be determined
         with reference to an index, formula or other method, or based on a coin
         or currency other than that in which the Securities are stated to be
         payable, the manner in which such amounts shall be determined and the
         calculation agent, if any, with respect thereto;

                  (14)     if other than the Principal Amount thereof, the
         portion of the Principal Amount of any Securities of the series which
         shall be payable upon declaration of acceleration of the Maturity
         thereof pursuant to Section 6.2;

                  (15)     if the Company will pay additional amounts on any of
         the Securities and coupons, if any, of the series to any Holder who is
         a United States Alien (including any modification in the definition of
         such term), in respect of any tax, assessment or governmental charge
         withheld or deducted, under what circumstances and with what procedures
         and documentation the Company will pay such additional amounts, whether
         such additional amounts will be treated as interest or Principal
         pursuant to this Indenture, and whether the Company will have the
         option to redeem such Securities rather than pay additional amounts
         (and the terms of any such option);

                  (16)     if other than as defined in Section 1.1, the meaning
         of "BUSINESS DAY" when used with respect to any Securities of the
         series;

                  (17)     if and the terms and conditions upon which the
         Securities of the series may or must be converted into securities of
         the Company or exchanged for securities of the Company or another
         enterprise;

                  (18)     any terms applicable to Original Issue Discount, if
         any, (as that term is defined in the Internal Revenue Code of 1986 and
         the Regulations thereunder) including the rate or rates at which such
         Original Issue Discount, if any, shall accrue;

                  (19)     if the Securities of the series may be issued or
         delivered (whether upon original issuance or upon exchange of a
         temporary Security of such series or otherwise), or any installment of
         Principal of or any interest is payable, only upon receipt of certain
         certificates or other documents or satisfaction of other conditions in
         addition to those specified in this Indenture, the form and terms of
         such certificates, documents or conditions;

                  (20)     whether the Securities of the series, in whole or any
         specified part, shall not be defeasible pursuant to Section 8.4 or
         Section 8.5 or both such Sections and, if other than by an Officers'
         Certificate, the manner in which any election by the Company to defease
         such Securities shall be evidenced;

                  (21)     any addition to or change in the Events of Default
         which apply to any Securities of the series and any change in the right
         of the Trustee or the requisite Holders of such Securities to declare
         the principal amount thereof due and payable pursuant to Section 6.2;

                                       11

<Page>

                  (22)     any addition to or change in the covenants set forth
         in Article IV which apply to Securities of the series;

                  (23)     if applicable, that the subordination provisions in
         Article XII shall apply to the Securities of the series or that any
         different subordination provisions, including a different definition of
         "Senior Indebtedness," shall apply to the Securities of such series;
         and

                  (24)     any other terms of the series (which terms shall not
         be inconsistent with the provisions of this Indenture, except as
         permitted by Section 9.1(7)). All Securities of any one series and the
         coupons appertaining to any Bearer Securities of such series shall be
         substantially identical except as to denomination and the rate or rates
         of interest, if any, and Stated Maturity, the date from which interest,
         if any, shall accrue and except as may otherwise be provided in or
         pursuant to an Officers' Certificate pursuant to this Section 2.3(a) or
         in any indenture supplemental hereto.

         All Securities of any one series need not be issued at the same time
and, unless otherwise provided, a series may be reopened for issuances of
additional Securities of such series or for the establishment of additional
terms with respect to the Securities of such series.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution, a copy of any appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate setting forth the terms of the series. With respect to
Securities of a series subject to a Periodic Offering, such Board Resolution
or Officers' Certificate may provide general terms for Securities of such
series and provide either that the specific terms of particular Securities of
such series shall be specified in a Company Order or that such terms shall be
determined by the Company, or one or more of the Company's agents designated
in an Officers' Certificate, in accordance with the Company Order as
contemplated by the first proviso of the third paragraph of Section 2.4.

         (b)      Unless otherwise provided as contemplated by Section 2.3(a)
with respect to any series of Securities, any Registered Securities of a
series shall be issuable in denominations of $1,000 and any integral multiple
thereof and any Bearer Securities of a series shall be issuable in
denominations of $5,000 and $100,000.

         Section 2.4 EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The
Securities shall be executed on behalf of the Company by its Chairman of the
Board, one of its Vice Chairmen, its President or one of its Vice Presidents,
or the Treasurer or any Assistant Treasurer, under its corporate seal
reproduced thereon attested by its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. Coupons shall bear the facsimile signature of the
Treasurer or any Assistant Treasurer of the Company.

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


                                       12
<Page>

         At any time and from time to time after the execution and delivery
of this Indenture (and subject to delivery of the Board Resolution or
Officers' Certificate or supplemental indenture as set forth in Section 2.3
with respect to the initial issuance of Securities of any series), the
Company may deliver Securities of any series together with any coupons
appertaining thereto, executed by the Company to the Trustee or its
authenticating agent with respect to Bearer Securities for authentication,
together with a Company Order for the authentication and delivery of such
Securities; and the Trustee or its authenticating agent with respect to
Bearer Securities in accordance with such Company Order shall authenticate
and deliver such Securities; PROVIDED, HOWEVER, that, with respect to
Securities of a series subject to a Periodic Offering, (a) such Company Order
may be delivered by the Company to the Trustee or its authenticating agent
with respect to Bearer Securities prior to the delivery to the Trustee of
such Securities for authentication and delivery, (b) the Trustee shall
authenticate and deliver Securities of such series for original issue from
time to time, in an aggregate Principal Amount not exceeding the aggregate
Principal Amount established for such series, pursuant to a Company Order or
pursuant to such procedures acceptable to the Trustee as may be specified
from time to time by a Company Order, (c) the rate or rates of interest, if
any, the Stated Maturity or Maturities, the original issue date or dates, the
redemption provisions, if any, and any other terms of Securities of such
series shall be determined by a Company Order or pursuant to such procedures
and (d) if provided for in such procedures, such Company Order may authorize
authentication and delivery pursuant to oral or electronic instructions from
the Company, or the Company's duly authorized agent or agents designated in
an Officers' Certificate, which oral instructions shall be promptly confirmed
in writing; and PROVIDED, FURTHER, that no Bearer Security or coupon shall be
mailed or otherwise delivered to any person who is not a United States Alien
or to any location in the United States. Except as permitted by Section 2.9,
the Trustee's authenticating agent shall not authenticate and deliver any
Bearer Security unless all appurtenant coupons for interest then matured have
been detached and cancelled.

         If the forms or terms of the Securities of the series and any
related coupons have been established in or pursuant to one or more Officers'
Certificates as permitted by Sections 2.1 and 2.3(a), in authenticating such
Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Opinion of Counsel
stating:

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

         (b)      that such Securities, together with any coupons
appertaining  thereto, when authenticated and delivered by the Trustee or its
authenticating agent and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Company, enforceable in accordance
with their terms, subject to customary exceptions; 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 Securities of such series
(provided that such Opinion of Counsel covers all Securities of such series)
and that the Opinion of Counsel above may state:

                                     13

<Page>

                  (x)      that the forms of such Securities have been, and the
         terms of such Securities (when established in accordance with such
         procedures as may be specified from time to time in a Company Order,
         all as contemplated by and in accordance with a Board Resolution or an
         Officers' Certificate or supplemental indenture pursuant to Section
         2.3(a), as the case may be) will have been, duly authorized by the
         Company and established in conformity with the provisions of this
         Indenture; and

                  (y)      that such Securities, together with the coupons, if
         any, appertaining thereto, when (1) executed by the Company, (2)
         completed, authenticated and delivered by the Trustee or in the case of
         Bearer Securities and coupons, an authenticating agent located outside
         the United States, in accordance with this Indenture, and (3) issued by
         the Company in the manner and subject to any conditions specified in
         such Opinion of Counsel, will constitute valid and legally binding
         obligations of the Company, enforceable in accordance with their terms,
         subject to customary exceptions.

         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 2.1 and
2.3(a) and this Section, as applicable, at or prior to the time of the first
authentication of Securities of such series unless and until it has received
written notification that such opinion or other documents have been
superseded or revoked. In connection with the authentication and delivery of
Securities of a series subject to a Periodic Offering, the Trustee shall be
entitled to assume, unless it has actual knowledge to the contrary, that the
Company's instructions to authenticate and deliver such Securities do not
violate any rules, regulations or orders of any governmental agency or
commission having jurisdiction over the Company.

         Notwithstanding the provisions of Section 2.3(a) and of the
preceding three paragraphs, if all Securities of a series are subject to a
Periodic Offering, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 2.3(a) at or prior to the
time of authentication of each Security of such series if such Officers'
Certificate is delivered at or prior to the authentication upon original
issuance of the first Security of such series to be issued.

         Each Registered Security shall be dated the date of its
authentication; and, unless otherwise specified as contemplated by Section
2.3(a), each Bearer Security (including a Bearer Security represented by a
temporary global Security) shall be dated as of the date of original issuance
of the first Security of such series to be issued.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. Unless otherwise provided in the
appointment, an authenticating agent may authenticate Securities whenever the
Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent.

         No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security a certificate of authentication substantially in the form
provided for herein duly executed by the Trustee by manual signature of an
authorized signatory, and such certificate upon any Security shall be
conclusive evidence, and

                                     14

<Page>

the only evidence, that such Security has been duly authenticated and
delivered hereunder. The Trustee's certificate of authentication shall be in
substantially the following form:

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

                          Wells Fargo Bank, National Association,
                          as Trustee


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

         Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the
Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 2.12 together with a written statement
(which need not comply with Section 13.4 or 13.6 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued
and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

         Section 2.5 REGISTRAR AND PAYING AGENT. The Company shall maintain,
with respect to each series of Securities, an office or agency where such
Securities may be presented for registration of transfer or for exchange
("REGISTRAR") and an office or agency where such Securities may be presented
for purchase or payment ("PAYING AGENT"). The Registrar shall keep a register
of the Securities and of their transfer and exchange. The Company may have
one or more co-registrars and one or more additional paying agents. The term
Paying Agent includes any additional paying agent.

         The Company shall enter into an appropriate agency agreement with
respect to each series of Securities with any Registrar, Paying Agent or
co-registrar (if not the Trustee). The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall
notify the Trustee of the name and address of any such agent. If the Company
fails to maintain a Registrar or Paying Agent for a particular series of
Securities, the Trustee shall act as such and shall be entitled to
appropriate compensation therefor pursuant to Section 7.7. The Company or any
Subsidiary or an Affiliate of either of them may act as Paying Agent,
Registrar or co-registrar.

         The Company initially appoints the Trustee as the Registrar and
Paying Agent in connection with such Securities.

         Section 2.6 PAYING AGENT TO HOLD MONEY AND SECURITIES IN TRUST.
Except as otherwise provided herein, prior to or on each due date of payments
in respect of any series of Securities, the Company shall deposit with the
Paying Agent with respect to such Securities a sum of money sufficient to
make such payments when so becoming due. The Company shall require each
Paying Agent (other than the Trustee) to agree in writing that the Paying
Agent shall hold in trust for the benefit of Holders or the Trustee all money
held by such Paying Agent for the making of

                                     15

<Page>

payments in respect of the Securities of such series and shall notify the
Trustee of any default by the Company in making any such payment. At any time
during the continuance of any such default, a Paying Agent shall, upon the
written request of the Trustee, forthwith pay to the Trustee all money so
held in trust with respect to such Securities. If the Company, a Subsidiary
or an Affiliate of either of them acts as Paying Agent for a series of
Securities, it shall segregate the money held by it as Paying Agent with
respect to such Securities and hold it as a separate trust fund. The Company
at any time may require a Paying Agent for a series of Securities to pay all
money held by it with respect to such Securities to the Trustee and to
account for any money disbursed by it. Upon doing so, such Paying Agent shall
have no further liability for the money.

         Section 2.7 SECURITYHOLDER LISTS. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to
it of the names and addresses of Holders of each series of Securities. If the
Trustee is not the Registrar for any series of Securities, the Company shall
cause to be furnished to the Trustee at least semiannually on June 1 and
December 1 a listing of Holders of such series of Securities dated within 15
days of the date on which the list is furnished and at such other times as
the Trustee may request in writing a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of
Securityholders of such series of Securities.

         Section 2.8 TRANSFER AND EXCHANGE. Upon surrender for registration
of transfer of any Security at the office or agency of the Company designated
pursuant to Section 4.5 for such purpose in a Place of Payment, 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 any
authorized denomination or denominations of a like aggregate Principal Amount
and tenor. The Company shall not charge a service charge for any registration
of transfer or exchange, but the Company may require payment of a sum
sufficient to pay all taxes, assessments or other governmental charges that
may be imposed in connection with the transfer or exchange of the Securities
from the Securityholder requesting such transfer or exchange (other than any
exchange of a temporary Security for a definitive Security not involving any
change in ownership or any exchange pursuant to Section 2.11, 3.6, 9.5 or
10.3, not involving any transfer).

         Notwithstanding any other provisions (other than the provisions set
forth in the sixth and seventh paragraphs) of this Section, a Security in
global form representing all or a portion of the Securities of a series may
not be transferred except as a whole by the Depositary for such series to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such Depositary or any
such nominee to a successor Depositary for such series or a nominee of such
successor Depositary.

         At the option of the Holder, Registered Securities of any series may
be exchanged for other Registered Securities of the same series of any
authorized denomination or denominations, of a like aggregate Principal
Amount and tenor, upon surrender of the Securities to be exchanged at 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.
Bearer Securities may not be issued in exchange for Registered Securities.

                                     16

<Page>

         At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denomination or denominations and of a like aggregate Principal Amount and
tenor, upon surrender of the Bearer Securities to be exchanged at any office
or agency of the Company located outside the United States, with all
unmatured coupons and all matured coupons in default thereto appertaining. If
the Holder of a Bearer Security is unable to produce any such unmatured
coupon or coupons or matured coupon or coupons in default, such exchange may
be effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company and the Trustee or Paying Agent in an amount equal
to the face amount of such missing coupon or coupons, or the surrender of
such missing coupon or coupons may be waived by the Company, the Paying Agent
and the Trustee if there is furnished to them such security or indemnity as
they may require to save each of them and any Paying Agent harmless. If
thereafter the Holder of such Security shall surrender to any Paying Agent
any such missing coupon in respect of which such a payment shall have been
made, such Holder shall be entitled to receive the amount of such payment;
PROVIDED, HOWEVER, that, except as otherwise provided in Section 4.5,
interest represented by coupons shall be payable only upon presentation and
surrender of those coupons at an office or agency located outside the United
States. Notwithstanding the foregoing, in case a Bearer Security of any
series is surrendered at any such office or agency in exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and before
the opening of business at such office or agency on the relevant Interest
Payment Date, or (ii) any Special Record Date and before the opening of
business at such office or agency on the related proposed date for payment of
Defaulted Interest, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date or proposed date for payment,
as the case may be, and interest or Defaulted Interest, as the case may be,
will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

         Whenever any Securities are so surrendered for exchange, the Company
shall execute, and the Trustee or a duly appointed authenticating agent shall
authenticate and deliver, the Securities which the Holder making the exchange
is entitled to receive.

         If at any time the Depositary for the Securities of a series
notifies the Company that it is unwilling or unable to continue as Depositary
for the Securities of such series, the Company shall appoint a successor
Depositary with respect to the Securities of such series. If a successor
Depositary for the Securities of such series is not appointed by the Company
within 90 days after the Company receives such notice, the Company will
execute, and the Trustee, upon receipt of a Company Order for the
authentication and delivery of definitive Securities of such series, will
authenticate and deliver Securities of such series in definitive form in an
aggregate Principal Amount equal to the Principal Amount of the Security or
Securities in global form representing such series in exchange for such
Security or Securities in global form in accordance with the instructions, if
any, of the Depositary.

         The Company may at any time and in its sole discretion determine
that the Securities of any series issued in the form of one or more global
Securities shall no longer be represented by such global Security or
Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of

                                     17

<Page>

such series, will authenticate and deliver Securities of such series in
definitive form and in an aggregate Principal Amount equal to the Principal
Amount of the Security or Securities in global form representing such series
in exchange for such Security or Securities in global form in accordance with
the instructions, if any, of the Depositary.

         Notwithstanding the foregoing, except as otherwise specified in the
preceding two paragraphs or as contemplated by Section 2.3(a), any global
Security shall be exchangeable only as provided in this paragraph. If the
beneficial owners of interests in a global Security are entitled to exchange
such interests for definitive Securities of such series and of like Principal
Amount and tenor but of another authorized form and denomination, as
specified as contemplated by Section 2.3(a), then without unnecessary delay
but in any event not later than the earliest date on which such interests may
be so exchanged, the Company shall deliver to the Trustee definitive
Securities in aggregate Principal Amount equal to the Principal Amount of
such global Security, executed by the Company. On or after the earliest date
on which such interests may be so exchanged, such global Security shall be
surrendered by the Depositary with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to
time in part, for definitive Securities without charge and the Trustee or, in
the case of Bearer Securities, an authenticating agent outside the United
States shall authenticate and deliver, in exchange for each portion of such
global Security, an equal aggregate Principal Amount of definitive Securities
of the same series of authorized denominations and of like tenor as the
portion of such global Security to be exchanged which, unless the Securities
of the series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by Section 2.3(a), shall be in the
form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; PROVIDED,
HOWEVER, that notwithstanding the last paragraph of this Section 2.8, no such
exchanges may occur during a period beginning at the opening of business 15
days before any selection of Securities of that series to be redeemed and
ending on the relevant Redemption Date; and PROVIDED, FURTHER, that no Bearer
Security or coupon delivered in exchange for a portion of a global Security
shall be mailed or otherwise delivered to any person that is not a United
States Alien or to any location in the United States. If a Registered
Security is issued in exchange for any portion of a global Security after the
close of business at the office or agency where such exchange occurs on (i)
any Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment
Date or proposed date for payment, as the case may be, in respect of such
Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such global Security is payable in
accordance with the provisions of this Indenture.

         Upon the exchange of a Security in global form for Securities in
definitive form, such Security in global form shall be cancelled by the
Trustee. All cancelled Securities and coupons held by the Trustee shall be
destroyed by the Trustee and a certificate of their destruction delivered to
the Company unless the Company directs, by Company Order, that the Trustee
shall cancel Securities and deliver a certificate of destruction to the
Company. Registered Securities issued in exchange for a Security in global
form pursuant to this Section 2.8 shall be registered in such names and in
such authorized denominations as the Depositary for such Security in global

                                     18

<Page>

form, pursuant to instructions from its direct or indirect participants or
otherwise, shall instruct the Trustee in writing. The Trustee shall deliver
such Registered Securities as instructed in writing by the Depositary.

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

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

         The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before any selection of Securities of that
series to be redeemed and ending (except as otherwise provided in the first
proviso in the eighth paragraph of this Section 2.8) at the close of business
on (A) if Securities of the Series are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and
(B) if Securities of the series are issuable as Bearer Securities, the day of
the first publication of the relevant notice of redemption or, if Securities
of the series are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption, in whole or in part, except the unredeemed portion of any
Security being redeemed in part, or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged
for a Registered Security of that series and like tenor, provided that such
Registered Security shall be simultaneously surrendered for redemption.

         Section 2.9 REPLACEMENT SECURITIES AND COUPONS. If (a) any mutilated
Security or a Security with a mutilated coupon appertaining thereto is
surrendered to the Trustee or paying agent outside the United States, or (b)
the Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security or coupon, and there is delivered
to the Company and the Trustee such security or indemnity as may be required
by them to save each of them harmless, then, in the absence of written notice
to the Company, any such paying agent or the Trustee that such Security or
coupon has been acquired by a BONA FIDE purchaser, the Company shall execute
and upon its written request the Trustee or paying agent outside the United
States shall authenticate and deliver, in exchange for any such mutilated
Security or coupon or in lieu of any such destroyed, lost or stolen Security
or coupon, or in exchange for the Security to which a mutilated, destroyed,
lost or stolen coupon appertains (with all appurtenant coupons not mutilated,
destroyed, lost or stolen), a new Security of the same series and of like
tenor and Principal Amount, bearing a number not contemporaneously
outstanding, with coupons corresponding to the coupons, if any, appertaining
to such destroyed, lost or stolen Security or coupon, or to the Security to
which such destroyed, lost or stolen coupon appertains.

         In case any such mutilated, destroyed, lost or stolen Security or
coupon 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 or
coupon; PROVIDED, HOWEVER, that the Principal of and any interest

                                      19

<Page>

on Bearer Securities shall, except as otherwise provided in Section 4.5, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 2.3(a), any interest on
Bearer Securities shall be payable only upon presentation and surrender of
the coupons appertaining thereto.

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

         Every new Security of any series issued pursuant to this Section in
lieu of any mutilated, destroyed, lost or stolen Security, or in exchange for
a Security to which a mutilated, destroyed, lost or stolen coupon appertains,
shall constitute an original additional contractual obligation of the
Company, whether or not the destroyed, lost or stolen Security and its
coupons, if any, or the destroyed, lost or stolen coupon shall be at any time
enforceable by anyone, and any such new Security and coupons, if any, shall
be entitled to all benefits of this Indenture equally and proportionately
with any and all other Securities of that issue and their coupons, if any,
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 or
coupons.

         Section 2.10 OUTSTANDING SECURITIES; DETERMINATIONS OF HOLDERS'
ACTION. Securities of any series "OUTSTANDING" at any time are, as of the
date of determination, all the Securities of such series theretofore
authenticated by the Trustee for such series except for those cancelled by
it, those delivered to it for cancellation and those described in this
Section 2.10 as not outstanding. A Security does not cease to be
"OUTSTANDING" because the Company or an Affiliate thereof holds the Security;
PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
Principal Amount of Outstanding Securities have given or concurred in any
request, demand, authorization, direction, notice, consent or waiver
hereunder, Securities owned by the Company or any other obligor upon the
Securities or any Affiliate of the Company or such other obligor shall be
disregarded and deemed not to be outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which the Trustee knows to be so owned shall be so disregarded. Securities so
owned which have been pledged in good faith may be regarded as Outstanding if
the pledgee establishes to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities 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. Subject to the foregoing, only Securities
outstanding at the time of such determination shall be considered in any such
determination (including, without limitation, determinations pursuant to
Articles VI and IX). In addition, in determining whether the Holders of the
requisite Principal Amount of Outstanding Securities have given or concurred
in any request, demand, authorization, direction, notice, consent or waiver
hereunder, (i) the Principal Amount of a Discount Security that shall be
deemed to be Outstanding shall be the amount of the Principal thereof that
would be due and payable as of the date of such determination upon
acceleration of the Maturity thereof pursuant to Section 6.2, (ii) the
Principal Amount of a Security denominated

                                       20

<Page>

in a foreign currency or currencies shall be the Dollar equivalent, as
determined on the date of original issuance of such Security, of the
Principal Amount (or, in the case of a Discount Security, the Dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security.

         If a Security has been paid pursuant to Section 2.9 or in exchange
for or in lieu of which another Security has been authenticated and delivered
pursuant to this Indenture, it ceases to be Outstanding unless the Trustee
receives proof satisfactory to it that the replaced Security is held by a
BONA FIDE purchaser.

         If the Trustee (other than the Company) holds, in accordance with
this Indenture, on a Redemption Date or on Stated Maturity, money sufficient
to pay Securities and any coupons thereto appertaining payable on that date,
then on and after that date such Securities shall cease to be Outstanding and
interest, if any, on such Securities shall cease to accrue; PROVIDED, that if
such Securities are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor satisfactory to the
Trustee has been made.

         Section 2.11 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized, in bearer form with one or more coupons or
without coupons, and with such appropriate insertions, omissions,
substitutions and other variations as the Officers executing such Securities
may determine, as conclusively evidenced by their execution of such
Securities. Such temporary Securities may be in global form.

         Except in the case of Securities represented by a temporary global
Security (which shall be exchanged in accordance with the provisions of the
three succeeding paragraphs), if temporary Securities for some or all of the
Securities of any series are issued, the Company will cause definitive
Securities representing such Securities to be prepared without unreasonable
delay. Subject to Section 2.2, after the preparation of such definitive
Securities, the temporary Securities shall be exchangeable for such
definitive Securities of like tenor upon surrender of the temporary
Securities at the office or agency of the Company designated for such purpose
pursuant to Section 4.5 in a Place of Payment for such series for the purpose
of exchanges of Securities of such series, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Securities of any
series (accompanied by any unmatured coupons appertaining thereto), the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like Principal Amount of definitive Securities of the
same series and of like tenor of authorized denominations; PROVIDED, HOWEVER,
that no definitive Bearer Security or Permanent Global Bearer Security shall
be delivered in exchange for a temporary Registered Security. Until so
exchanged the temporary Securities shall in all respects be entitled to the
same benefits under this Indenture as definitive Securities.

         Unless otherwise specified as contemplated by Section 2.3(a), if
Bearer Securities of any series are represented by a Security in temporary
global form, any such temporary global Security shall be delivered to the
Depositary for the benefit of Euroclear and Clearstream, for

                                       21

<Page>

credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct).

         Without unnecessary delay but in any event not later than the
Exchange Date, the Company shall deliver to the Trustee or paying agent
outside the United States permanent Securities of the same series which may
be in definitive or global form at the sole discretion of the Company, in
aggregate Principal Amount equal to the Principal Amount of such temporary
global Security, executed by the Company. On or after the Exchange Date, such
temporary global Security shall be surrendered by the Depositary to the
Trustee or paying agent outside the United States, as the Company's agent for
such purpose, to be exchanged, in whole or from time to time in part, for
permanent Securities of the same series which may be in definitive or global
form at the sole discretion of the Company and of like tenor without charge
and the Trustee shall authenticate and deliver, in exchange for each portion
of such temporary global Security, an equal aggregate Principal Amount of
definitive Securities or interests in the Permanent Global Bearer Security of
the same series of authorized denominations and of like tenor as the portion
of such temporary global Security to be exchanged. The permanent Securities
to be delivered in exchange for any such temporary global Security shall be
in definitive bearer form or registered form, or shall be represented by a
Permanent Global Bearer Security, or any combination thereof, as specified as
contemplated by Section 2.3(a), and, if any combination thereof is so
specified, as requested by the beneficial owner thereof PROVIDED, that no
beneficial owner of a registered Temporary Global Bearer Security who is not
a United States alien or who is located in the United States shall be
entitled to receive Bearer Securities.

         Unless otherwise specified in any such Temporary Global Bearer
Security, the interest of a beneficial owner of Securities of a series
represented by such Temporary Global Bearer Security shall be exchanged for
permanent Securities of the same series which may be in definitive or global
form at the sole discretion of the Company and of like tenor following the
Exchange Date when the account holder instructs Euroclear or Clearstream, as
the case may be, to request such exchange on his behalf and delivers to
Euroclear or Clearstream, as the case may be, any certificate specified as
contemplated by Section 2.3(a). Unless otherwise specified in such Temporary
Global Bearer Security, any such exchange shall be made free of charge to the
beneficial owners of such Temporary Global Bearer Security, except that a
person receiving permanent Securities must bear the cost of insurance,
postage, transportation and the like in the event that such person does not
take delivery of such permanent Securities in person at the offices of
Euroclear or Clearstream.

         Until exchanged in full as here-in-above provided, the temporary
Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as permanent Securities of the same series and
of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by Section 2.3(a), interest payable on a
temporary global Security representing a series of Bearer Securities on an
Interest Payment Date for Securities of such series occurring prior to the
applicable Exchange Date shall be payable to Euroclear and Clearstream on
such Interest Payment Date, upon delivery by Euroclear and Clearstream to a
paying agent outside the United States of any certificate specified as
contemplated by Section 2.3(a), for credit without further interest on or
after such Interest Payment Date to the respective accounts of the persons
who are the beneficial owners of such Temporary Global Bearer Security

                                     22

<Page>

on such Interest Payment Date and who have each delivered to Euroclear or
Clearstream, as the case may be, any certificate specified as contemplated by
Section 2.3(a).

         Section 2.12 CANCELLATION. All Securities or coupons surrendered for
payment, redemption, registration of transfer or exchange, or for credit
against any sinking fund payment, shall, if surrendered to any person other
than the Trustee, be delivered to the Trustee and all Registered Securities
and matured coupons so delivered shall be promptly cancelled by it. All
Bearer Securities and unmatured coupons so delivered shall be held by the
Trustee and, upon instruction by a Company Order, shall be cancelled or held
for reissuance. Bearer Securities and unmatured coupons held for reissuance
may be reissued only in replacement of mutilated, lost, stolen or destroyed
Bearer Securities of the same series and like tenor or the related coupons
pursuant to Section 2.9. All Bearer Securities and unmatured coupons held by
the Trustee pending such cancellation or reissuance shall be deemed to be
delivered for cancellation for all purposes of this Indenture and the
Securities. The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated and delivered hereunder
which the Company may have acquired in any manner whatsoever (including
Securities received by the Company in exchange or payment for other
Securities of the Company) and may deliver to the Trustee (or to any other
person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and sold,
and all Securities so delivered shall be promptly cancelled by the Trustee.
The Company may not reissue, or issue new Securities to replace, Securities
it has paid or delivered to the Trustee for cancellation.

         No Securities shall be authenticated in lieu of or in exchange for
any Securities cancelled as provided in this Section, except as expressly
permitted in the form of Securities for any particular series or as permitted
by this Indenture. All cancelled Securities and coupons held by the Trustee
shall be destroyed by the Trustee in accordance with its customary procedures
and a certificate of their destruction shall be delivered to the Company
unless the Company directs, by Company Order, that the Trustee deliver
cancelled Securities to the Company.

         Section 2.13 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Unless
otherwise provided as contemplated by Section 2.3(a) with respect to any
series of Securities, interest on any Registered Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date
shall be paid to the person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. In case a Bearer Security of any series is
surrendered in exchange for a Registered Security of such series after the
close of business (at an office or agency in a Place of Payment for such
series) on any Regular Record Date and before the opening of business (at
such office or agency) on the next succeeding Interest Payment Date, such
Bearer Security shall be surrendered without the coupon relating to such
Interest Payment Date and interest will not be payable on such Interest
Payment Date in respect of the Registered Security issued in exchange for
such Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.

         Any interest on any Registered Security of any series which is
payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "DEFAULTED INTEREST") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date

                                      23

<Page>

by virtue of having been such Holder, and such Defaulted Interest may be paid
by the Company, at its election in each case, as provided in clause (1) or
(2) below:

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

                  (2)      The Company may make payment of any Defaulted
         Interest on the Registered Securities in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         such Registered 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 2.8,
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 2.14 PERSONS DEEMED OWNERS. Prior to due presentment of a
Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the person in whose
name such Registered Security is registered as the owner of such Registered
Security for the purpose of receiving payment of Principal of and (except as
otherwise specified as contemplated by Section 2.3(a) and subject to Section
2.8 and Section 2.13) interest on such Registered Security and for all other
purposes whatsoever, whether

                                       24

<Page>

or not such Registered 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.

         Title to any Bearer Security and any coupons appertaining thereto
shall pass by delivery. The Company, the Trustee and any agent of the Company
or the Trustee may treat the bearer of any Bearer Security and the bearer of
any coupon as the absolute owner of such Bearer Security or coupon for the
purpose of receiving payment thereof or on account thereof and for all other
purposes whatsoever, whether or not such Bearer Security or coupon 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.

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

         Section 2.15 COMPUTATION OF INTEREST. Except as otherwise specified
as contemplated by Section 2.3(a) for Securities of any series, (i) interest
on any Securities which bear interest at a fixed rate shall be computed on
the basis of a 360-day year comprised of twelve 30-day months and (ii)
interest on any Securities which bear interest at a variable rate shall be
computed on the basis of the actual number of days in an interest period
divided by 360.

                                  ARTICLE III

                                   REDEMPTION

         Section 3.1 RIGHT TO REDEEM; NOTICES TO TRUSTEE. Securities of any
series which are redeemable before their Stated Maturity shall be redeemable
in accordance with their terms and (except as otherwise specified as
contemplated by Section 2.3(a) for Securities of any series) in accordance
with this Article. In the case of any redemption at the election of the
Company of less than all the Securities of any series, the Company shall,
within the time period specified below, notify the Trustee in writing of the
Redemption Date, the Principal Amount of and of any other information
necessary to identify the Securities of such series to be redeemed and the
Redemption Price (including the information set forth in clauses (4), (5) and
(6) of Section 3.3).

         The Company shall give the notice to the Trustee provided for in
this Section 3.1 at least 60 days before the Redemption Date (unless a
shorter notice shall be satisfactory to the Trustee).

         Section 3.2 SELECTION OF SECURITIES TO BE REDEEMED. Unless otherwise
specified as contemplated by Section 2.3(a) with respect to any series of
Securities, if less than all the Securities of any series with the same issue
date, interest rate and Stated Maturity are to be redeemed, the Trustee shall
select the particular Securities to be redeemed by such method as the Trustee
considers fair and appropriate, which method may provide for the selection
for redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the Principal
Amount of Registered Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. The
Trustee shall make the selection not more than 60 days before the Redemption
Date

                                       25

<Page>

from Outstanding Securities of such series not previously called for
redemption. Provisions of this Indenture that apply to Securities called for
redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly in writing of the Securities to be
redeemed and, in the case of any portions of Securities to be redeemed, the
principal amount thereof to be redeemed.

         Section 3.3 NOTICE OF REDEMPTION. Unless otherwise specified as
contemplated by Section 2.3(a) with respect to any series of Securities, at
least 30 days but not more than 60 days before a Redemption Date, the Company
shall mail a notice of redemption by first-class mail, postage prepaid, to
each Holder of Securities to be redeemed.

         The notice shall identify the Securities (including CUSIP/ISIN
numbers) to be redeemed and shall state:

                  (1)      the Redemption Date;

                  (2)      the Redemption Price;

                  (3)      if fewer than all the Outstanding Securities of any
         series are to be redeemed, the identification (and, in the case of
         partial redemption, the Principal Amounts) of the particular Securities
         to be redeemed;

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

                  (5)      the place or places where such Securities, together
         in the case of Bearer Securities with all coupons appertaining thereto,
         if any, maturing after the Redemption Date, are to be surrendered for
         payment of the Redemption Price; and

                  (6)      that the redemption is for a sinking fund, if such is
         the case.

A notice of redemption published as contemplated by Section 13.2 need not
identify particular Registered Securities to be redeemed.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense; PROVIDED,
HOWEVER, that, in all cases, the text of such Company notice shall be
prepared by the Company.

         Section 3.4 EFFECT OF NOTICE OF REDEMPTION. Once notice of
redemption is given, Securities called for redemption become due and payable
on the Redemption Date and at the Redemption Price stated in the notice, and
from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest) such Securities shall cease to
bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;

                                       26

<Page>

PROVIDED, HOWEVER, that installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 4.5) and, unless otherwise specified as contemplated by
Section 2.3(a), only upon presentation and surrender of coupons for such
interest; and PROVIDED, FURTHER, that, unless otherwise specified as
contemplated by Section 2.3(a), installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant
Regular Record Dates according to their terms and the provisions of Sections
2.8 and 2.13.

         If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date,
such Security may be paid after deducting from the Redemption Price an amount
equal to the face amount of all such missing coupons, or the surrender of
such missing coupon or coupons may be waived by the Company and a paying
agent located outside the United States if there be furnished to the Company,
the Trustee and such paying agent such security or indemnity as they may
require to save each of them and any Paying Agent harmless. If thereafter the
Holder of such Security shall surrender to any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the
Redemption Price, such Holder shall be entitled to receive the amount so
deducted; PROVIDED, HOWEVER, that interest represented by coupons shall be
payable only at an office or agency located outside the United States (except
as otherwise provided in Section 4.5) and, unless otherwise specified as
contemplated by Section 2.3(a), only upon presentation and surrender of those
coupons.

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

         Section 3.5 DEPOSIT OF REDEMPTION PRICE. On or prior to any
Redemption Date, the Company shall deposit with the Paying Agent (or if the
Company or a Subsidiary or an Affiliate of either of them is the Paying
Agent, shall segregate and hold in trust) money sufficient to pay the
Redemption Price and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, of all Securities to be redeemed on that
date other than Securities or portions of Securities called for redemption
which prior thereto have been delivered by the Company to the Trustee for
cancellation. If such money is then held by the Company in trust and is not
required for such purpose, it shall be discharged from such trust.

         Section 3.6 SECURITIES REDEEMED IN PART. Any Registered Security
which is to be redeemed only in part shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and upon such surrender, the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Security a new Registered Security or Securities of the same series and
of like tenor, in an authorized denomination as requested by such Holder,
equal in aggregate Principal Amount to and in exchange for the unredeemed
portion of the Principal of the Security surrendered.

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                                   ARTICLE IV

                                    COVENANTS

         Section 4.1 PAYMENT OF SECURITIES. The Company shall promptly make
all payments in respect of each series of Securities on the dates and in the
manner provided in the Securities and any coupons appertaining thereto and,
to the extent not otherwise so provided, pursuant to this Indenture. An
installment of Principal of or interest on the Securities shall be considered
paid on the date it is due if the Trustee or a Paying Agent (other than the
Company or an Affiliate of the Company) holds on that date funds (in the
currency or currencies of payment with respect to such Securities) designated
for and sufficient to pay such installment. Unless otherwise specified as
contemplated by Section 2.3(a) with respect to any series of Securities, any
interest due on Bearer Securities on or before Maturity shall be payable only
upon presentation and surrender of the several coupons for such interest
installments as are evidenced thereby as they severally mature. At the
Company's option, payments of Principal or interest may be made by check or
by transfer to an account maintained by the payee, subject, in the case of
Bearer Securities, to the provisions of Section 4.5.

         Section 4.2 SEC REPORTS. The Company shall file with the Trustee,
within 15 days after it files such annual and quarterly reports, information,
documents and other reports with the SEC, copies of its annual report and of
the information, documents and other reports (or copies of such portions of
any of the foregoing as the SEC may by rules and regulations prescribe) which
the Company is required to file with the SEC pursuant to Section 13 or 15(d)
of the Exchange Act. The Company also shall comply with the other provisions
of TIA Section 314(a).

         Section 4.3 COMPLIANCE CERTIFICATE. The Company shall deliver to the
Trustee within 120 days after the end of each fiscal year (beginning with the
fiscal year ending on September 30, _____) an Officers' Certificate stating
whether or not the signers know of any Default that occurred during such
period. If they do, such Officers' Certificate shall describe the Default and
its status.

         Section 4.4 FURTHER INSTRUMENTS AND ACTS. Upon request of the
Trustee, the Company will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purposes of this Indenture.

         Section 4.5 MAINTENANCE OF OFFICE OR AGENCY. If Securities of a
series are issuable only as Registered Securities, the Company will maintain
in each Place of Payment for such series an office or agency where Securities
of that series may be presented or surrendered for payment, where Securities
of that series may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. If Securities of
a series are issuable as Bearer Securities, the Company will maintain (A) in
the Borough of Manhattan, the City of New York, an office or agency where any
Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that series may be
surrendered for exchange, purchase or redemption and where notices and
demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served and where Bearer Securities of that

                                      28

<Page>

series and related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise), (B)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or
agency where Securities of that series and related coupons may be presented
and surrendered for payment (including payment of any additional amounts
payable on Securities of that series pursuant to Section 4.6), and (C)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series located outside the United States an office or agency where
any Registered Securities of that series may be surrendered for registration
of transfer, where Securities of that series may be surrendered for exchange
and where notices and demands to or upon the Company in respect of the
Securities of that series and this Indenture may be served. The office of the
Trustee at 707 Wilshire Boulevard, 17th Floor, Los Angeles, California 90017,
Attention: Corporate Trust Department, shall be such office or agency for all
of the aforesaid purposes unless the Company shall maintain some other office
or agency for such purposes and shall give prompt written notice to the
Trustee of the location, and any change in the location, of such other office
or agency. If at any time the Company shall fail to maintain any such
required office or agency in respect of any series of Securities or shall
fail to furnish the Trustee with the address thereof, such presentations and
surrenders of Securities of that series may be made and notices and demands
may be made or served at the address of the Trustee set forth in Section
13.2, except that Bearer Securities of that series and the related coupons
may be presented and surrendered for payment (including payment of any
additional amounts payable on Bearer Securities of that series pursuant to
Section 4.6) at the place specified for that purpose as contemplated by
Section 2.3(a) or, if no such place is specified, at ____________________,
and the Company hereby appoints the same as its agent to receive such
respective presentations, surrenders, notices and demands.

         No payment of Principal or interest on Bearer Securities shall be
made at any office or agency of the Company in the United States, by check
mailed to any address in the United States, by transfer to an account located
in the United States or upon presentation or surrender in the United States
of a Bearer Security or coupon for payment, even if the payment would be
credited to an account located outside the United States; PROVIDED, HOWEVER,
that, if the Securities of a series are denominated and payable in Dollars,
payment of Principal of and any interest on any such Bearer Security
(including any additional amounts payable on Securities of such series
pursuant to Section 4.6) shall be made at the office of the Company's Paying
Agent in the Borough of Manhattan, The City of New York, if (but only if)
payment in Dollars of the full amount of such Principal, interest or
additional amounts, as the case may be, at all offices or agencies outside
the United States maintained for such purpose by the Company in accordance
with this Indenture is illegal or effectively precluded by exchange controls
or other similar restrictions.

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

                                      29

<Page>

         Section 4.6 ADDITIONAL AMOUNTS. If specified as contemplated by Section
2.3(a), the Securities of a series may provide for the payment of additional
amounts, and in such case, the Company will pay to the Holder of any Security of
such series or any coupon appertaining thereto additional amounts as provided
therein. Wherever in this Indenture there is mentioned, in any context, the
payment of the Principal of or any interest on, or in respect of, any Security
of any series or payment of any related coupon, such mention shall be deemed to
include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.

         If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities (or if the Securities of that series will not bear
interest prior to Maturity, the first day on which payment of Principal is
made), and at least 10 days prior to each date of payment of Principal and any
interest if there has been any change with respect to the matters set forth in
the below-mentioned Officers' Certificate, the Company will furnish the Trustee
and the Company's Paying Agent or Paying Agents, if other than the Trustee, with
an Officers' Certificate instructing the Trustee and such Paying Agent or Paying
Agents whether such payment of Principal of and any interest on the Securities
of that series shall be made to Holders of Securities of that series or any
related coupons who are United States Aliens without withholding for or on
account of any tax, assessment or other governmental charge described in the
Securities of that series. If any such withholding shall be required, then such
Officers' Certificate shall specify by country the amount, if any, required to
be withheld on such payments to such Holders of Securities or coupons and the
Company will pay to the Trustee or such Paying Agent the additional amounts
required by the Securities of such series and this Section. The Company
covenants to indemnify the Trustee and any Paying Agent for, and to hold them
harmless against, any loss, liability or expense reasonably incurred without
negligence or bad faith on their part arising out of or in connection with
actions taken or omitted by any of them in reliance on any Officers' Certificate
furnished pursuant to this Section.

                                   ARTICLE V

                              SUCCESSOR CORPORATION

Section 5.1 WHEN COMPANY MAY MERGE OR TRANSFER ASSETS. The Company shall not
consolidate with or merge with or into any other person or convey, transfer or
lease its properties and assets substantially as an entirety to any person,
unless:

         (a)      either (1) the Company shall be the continuing corporation or
(2) the person (if other than the Company) formed by such consolidation or into
which the Company is merged or the person which acquires by conveyance, transfer
or lease the properties and assets of the Company substantially as an entirety
(i) shall be a corporation, partnership or trust organized and validity existing
under the laws of the United States or any state thereof or the District of
Columbia and (ii) shall expressly assume, by an indenture supplemental hereto,
executed and


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<Page>

delivered to the Trustee, in form satisfactory to the Trustee, all of the
obligations of the Company under the Securities and this Indenture;

         (b)      immediately after giving effect to such transaction, no
Default shall have occurred and be continuing; and

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

         The successor person formed by such consolidation or into which the
Company is merged or the successor 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 had been named as the Company herein; and thereafter, except in
the case of a lease of its properties and assets substantially as an entirety,
the Company shall be discharged from all obligations and covenants under this
Indenture, the Securities and coupons.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

         Section 6.1 EVENTS OF DEFAULT. Unless otherwise specified as
contemplated by Section 2.3(a) with respect to any series of securities, an
"EVENT OF DEFAULT" occurs, with respect to each series of the Securities
individually, if:

                  (1)      the Company defaults in (a) the payment of the
         principal of any Security of such series at its Maturity or (b) the
         payment of any interest upon any Security of such series when the same
         becomes due and payable and continuance of such default for a period of
         30 days;

                  (2)      the Company fails to comply with any of its
         agreements in the Securities or this Indenture (other than those
         referred to in clause (1) above and other than a covenant or warranty a
         default in whose performance or whose breach is elsewhere in this
         Section specifically dealt with or which has been expressly included in
         this Indenture solely for the benefit of a series of Securities other
         than such series) and such failure continues for 60 days after receipt
         by the Company of a Notice of Default;

                  (3)      there shall have been the entry by a court of
         competent jurisdiction of (a) a decree or order for relief in respect
         of the Company in an involuntary case or proceeding under any
         applicable Bankruptcy Law or (b) a decree or order adjudging the
         Company bankrupt or insolvent, or seeking reorganization, arrangement,
         adjustment or composition of or in respect of the Company under any
         applicable federal or state law, or appointing a custodian, receiver,
         liquidator, assignee, trustee, sequestrator (or other similar official)
         of the Company or of any substantial part of its property, or ordering
         the wind up or liquidation of its affairs, and any such decree or order
         for relief shall continue to be in


                                       31

<Page>

         effect, or any such other decree or order shall be unstayed and in
         effect, for a period of 60 consecutive days;

                  (4)      (a) the Company commences a voluntary case or
         proceeding under any applicable Bankruptcy Law or any other case or
         proceeding to be adjudicated bankrupt or insolvent, (b) the Company
         consents to the entry of a decree or order for relief in respect of the
         Company in an involuntary case or proceeding under any applicable
         Bankruptcy Law or to the commencement of any bankruptcy or insolvency
         case or proceeding against it, (c) the Company files a petition or
         answer or consent seeking reorganization or substantially comparable
         relief under any applicable federal state law, (d) the Company (x)
         consents to the filing of such petition or 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, (y) makes an assignment for the
         benefit of creditors or (z) admits in writing its inability to pay its
         debts generally as they become due or (e) the Company takes any
         corporate action in furtherance of any such actions in this clause (4);
         or

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

         "BANKRUPTCY LAW" means Title 11, United States Code, or any similar
Federal or state law for the relief of debtors. "CUSTODIAN" means any receiver,
trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

         A Default under clause (2) above is not an Event of Default until the
Trustee notifies the Company, or the Holders of at least 25% in aggregate
Principal Amount of the Outstanding Securities of such series notify the Company
and the Trustee, of the Default and the Company does not cure such Default
within the time specified in clause (2) above after receipt of such notice. Any
such notice must specify the Default, demand that it be remedied and state that
such notice is a "NOTICE OF DEFAULT."

         Section 6.2 ACCELERATION. If an Event of Default with respect to
Securities of any series at the time Outstanding (other than an Event of Default
specified in Section 6.1(3) or (4)) occurs and is continuing, the Trustee by
notice to the Company, or the Holders of at least 25% in aggregate Principal
Amount of the Outstanding Securities of that series by notice to the Company and
the Trustee, may declare the Principal Amount (or, if any of the Securities of
that series are Discount Securities, such portion of the Principal Amount of
such Securities as may be specified in the terms thereof) of all the Securities
of that series to be immediately due and payable. Upon such a declaration, such
Principal (or portion thereof) shall be due and payable immediately. If an Event
of Default specified in Section 6.1(3) or (4) occurs and is continuing, the
Principal (or portion thereof) of all the Securities of that series shall become
and be immediately due and payable without any declaration or other act on the
part of the Trustee or any Securityholders. The Holders of a majority in
aggregate Principal Amount of the Outstanding Securities of any series, by
notice to the Trustee (and without notice to any other Securityholder) may
rescind an acceleration with respect to that series and its consequences if the
rescission would not conflict with any judgment or decree and all existing
Events of Default with respect to Securities of such series have been cured or
waived except nonpayment of the


                                       32

<Page>

Principal (or portion thereof) of Securities of such series that has become
due solely as a result of such acceleration and if all amounts due to the
Trustee under Section 7.7 have been paid. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.

         Section 6.3 OTHER REMEDIES. If an Event of Default with respect to a
series of Outstanding Securities occurs and is continuing, the Trustee may
pursue any available remedy to (a) collect the payment of the whole amount then
due and payable on such Securities for Principal and interest, with interest
upon the overdue Principal and, to the extent that payment of such interest
shall be legally enforceable, upon overdue installments of interest from the
date such interest was due, at the rate or rates prescribed therefor in such
Securities and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including amounts due the Trustee
under Section 7.7 or (b) enforce the performance of any provision of the
Securities or this Indenture.

         The Trustee may maintain a proceeding even if the Trustee does not
possess any of the Securities or coupons or does not produce any of the
Securities or coupons in the proceeding. A delay or omission by the Trustee or
any Securityholder in exercising any right or remedy accruing upon an Event of
Default shall not impair the right or remedy or constitute a waiver of, or
acquiescence in, the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative.

         Section 6.4 WAIVER OF PAST DEFAULTS. The Holders of a majority in
aggregate Principal Amount of the Outstanding Securities of any series, by
notice to the Trustee (and without notice to any other Securityholder), may on
behalf of the Holders of all the Securities of such series and any related
coupons waive an existing Default with respect to such series and its
consequences except (1) an Event of Default described in Section 6.1(1) with
respect to such series or (2) a Default in respect of a provision that under
Section 9.2 cannot be amended without the consent of the Holder of each
Outstanding Security of such series affected. When a Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other Default
or impair any consequent right.

         Section 6.5 CONTROL BY MAJORITY. The Holders of a majority in aggregate
Principal Amount of the Outstanding Securities of any series may direct the
time, method and place of conducting any proceeding for any remedy available to
the Trustee or of exercising any trust or power conferred on the Trustee with
respect to the Securities of such series. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture or that the
Trustee determines in good faith is unduly prejudicial to the rights of other
Securityholders or would involve the Trustee in personal liability.

         Section 6.6 LIMITATION ON SUITS. A Holder of any Security of any series
or any related coupons may not pursue any remedy with respect to this Indenture
or the Securities unless:

                  (1)      the Holder gives to the Trustee written notice
         stating that an Event of Default with respect to the Securities of that
         series is continuing;


                                       33

<Page>

                  (2)      the Holders of at least 25% in aggregate Principal
         Amount of the Outstanding Securities of that series make a written
         request to the Trustee to pursue the remedy;

                  (3)      such Holder or Holders offer to the Trustee
         reasonable security or indemnity against any loss, liability or expense
         satisfactory to the Trustee;

                  (4)      the Trustee does not comply with the request within
         60 days after receipt of the notice, the request and the offer of
         security or indemnity; and

                  (5)      the Holders of a majority in aggregate Principal
         Amount of the Outstanding Securities of that series do not give the
         Trustee a direction inconsistent with such request during such 60-day
         period.

         A Securityholder may not use this Indenture to prejudice the rights of
any other Securityholder or to obtain a preference or priority over any other
Securityholder.

         Section 6.7 RIGHTS OF HOLDERS TO RECEIVE PAYMENT. Notwithstanding any
other provision of this Indenture, the right, which is absolute and
unconditional, of any Holder of any Security or coupon to receive payment of the
Principal of and (subject to Section 2.13) interest on such Security or payment
of such coupon on the Stated Maturity or Maturities expressed in such Security
or coupon (or, in the case of redemption, on the Redemption Date) held by such
Holder, on or after the respective due dates expressed in the Securities or any
Redemption Date, or to bring suit for the enforcement of any such payment on or
after such respective dates, shall not be impaired or affected adversely without
the consent of each such Holder.

         Section 6.8 COLLECTION SUIT BY TRUSTEE. If an Event of Default
described in Section 6.1(1) with respect to Securities of any series occurs and
is continuing, the Trustee may recover judgment in its own name and as trustee
of an express trust against the Company for the whole amount owing with respect
to such series of Securities and the amounts provided for in Section 7.7.

         Section 6.9 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
and interest owing and unpaid in respect of the Securities and to file such
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel and
any other amount due the Trustee under Section 7.7) and of the Holders of
Securities and coupons allowed in such judicial proceeding, and


                                       34

<Page>

         (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
similar official in any such judicial proceeding is hereby authorized by each
Holder of Securities and coupons 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 of Securities and coupons, to pay the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.7.

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

         Section 6.10 PRIORITIES. If the Trustee collects any money pursuant to
this Article VI, it shall pay out the money in the following order and, in case
of the distribution of such money on account of Principal or interest, upon
presentation of the Securities or coupons, or both, as the case may be, and the
notation thereon of the payment if only partially paid and upon surrender
thereof if fully paid:

         FIRST:  to the Trustee for amounts due under Section 7.7;

         SECOND:  to holders of Senior Indebtedness as provided in Article XII;

         THIRD: to Securityholders for amounts due and unpaid for the Principal
and interest on the Securities and interest evidenced by coupons 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 and coupons for Principal and interest, respectively;
and

         FOURTH:  the balance, if any, to the Company.

         The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section 6.10. At least 15 days before such
record date, the Company shall mail to each Securityholder and the Trustee a
notice that states the record date, the payment date and amount to be paid.

         Section 6.11 UNDERTAKING FOR COSTS. In any suit for the enforcement of
any right or remedy under this Indenture or in any suit against the Trustee for
any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant (other than the Trustee) in the suit of
an undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit
by Holders of more than 10% in aggregate Principal Amount of the Outstanding
Securities of any series, or to any suit instituted by any Holder of any
Security or


                                       35

<Page>

coupon for the enforcement of the payment of the Principal of or interest on
any Security or the payment of any coupon on or after the Stated Maturity or
Maturities expressed in such Security or coupon (or, in the case of
redemption, on or after the Redemption Date).

         Section 6.12 WAIVER OF STAY, EXTENSION OR USURY 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 or any usury or other 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 VII

                                     TRUSTEE

         Section 7.1 DUTIES OF TRUSTEE.

         (a)      If an Event of Default has occurred and is continuing, the
Trustee shall exercise the rights and powers vested in it by this Indenture and
use the same degree of care and skill in its exercise as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs.

         (b)      Except during the continuance of an Event of Default with
respect to Securities of any series:

                  (1)      the Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others; and

                  (2)      in the absence of bad faith on its part, the Trustee
         may 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. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

         (c)      The Trustee may not be relieved from liability for its own
negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (1)      this paragraph (c) does not limit the effect of
         paragraph (b) of this Section 7.1;

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


                                       36

<Page>

                  (3)      the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.5.

         (d)      Every provision of this Indenture that in any way relates to
the Trustee is subject to paragraphs (a), (b), (c) and (e) of this Section 7.1.

         (e)      The Trustee may refuse to perform any duty or exercise any
right or power or extend or risk its own funds or otherwise incur any financial
liability unless it receives indemnity satisfactory to it against any loss,
liability or expense.

         (f)      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 not be liable for any interest on any money received by it except as the
Trustee may otherwise agree in writing with the Company.

         Section 7.2 RIGHTS OF TRUSTEE.

         (a)      The Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper person. The Trustee
need not investigate any fact or matter stated in the document.

         (b)      Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel.

         (c)      The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

         (d)      The Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers.

         Section 7.3 INDIVIDUAL RIGHTS OF TRUSTEE, ETC. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
or coupons and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar or
co-registrar or any other agent of the Company may do the same with like rights.
However, the Trustee must comply with Sections 7.10 and 7.11.

         Section 7.4 TRUSTEE'S DISCLAIMER. The Trustee makes no representation
as to the validity or adequacy of this Indenture or the Securities or coupons.
The Trustee shall not be accountable for the Company's use of the proceeds from
the Securities and, shall not be responsible for any statement in the
registration statement for the Securities under the Securities Act of 1933, as
amended, or in the Indenture or the Securities or any coupons (other than its
certificate of authentication) or for the determination as to which beneficial
owners are entitled to receive any notices hereunder.

         Section 7.5 NOTICE OF DEFAULTS. If a Default with respect to the
Securities of any series occurs and is continuing and if it is known to the
Trustee, the Trustee shall give to each Holder of Securities of such series
notice of such Default in the manner set forth in TIA Section 315(b) within 90
days after it occurs. Except in the case of a Default described in Section
6.1(1) with


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<Page>

respect to any Security of such series or a Default in the payment of any
sinking fund installment with respect to any Security of such series, the
Trustee may withhold the notice if and so long as a committee of its Trust
Officers in good faith determines that withholding the notice is in the
interests of the Holders of Securities of such series.

         Section 7.6 REPORTS BY TRUSTEE TO HOLDERS. Within 60 days after each
May 15 beginning with the May 15 following the date of this Indenture, the
Trustee shall mail to each Holder of Securities a brief report dated as of such
May 15 that complies with TIA Section 313(a). The Trustee also shall comply with
TIA Section 313(b) and (c).

         A copy of each report at the time of its mailing to Holders of
Securities shall be filed with the SEC and each stock exchange on which the
Securities of that series may be listed. The Company agrees to notify the
Trustee whenever the Securities of a particular series become listed on any
stock exchange and of any delisting thereof.

         Section 7.7 COMPENSATION AND INDEMNITY. The Company agrees:

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

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

         (c)      to indemnify the Trustee for, and to hold it harmless
against, any loss, liability or expense incurred without negligence or
willful misconduct on its part, arising out of or in connection with the
acceptance or administration of this trust, including the costs and expenses
of defending itself against any claim or liability in connection with the
exercise or performance of any of its powers or duties hereunder.

         To secure the Company's payment obligations in this Section 7.7, the
Trustee shall have a lien prior to the Securities and any coupons on all money
or property held or collected by the Trustee, except that held in trust to pay
the Principal of or interest, if any, on particular Securities or for the
payment of particular coupons.

         The Company's payment obligations pursuant to this Section 7.7 shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default specified in Section 6.1(3) or (4), the expenses are
intended to constitute expenses of administration under any Bankruptcy Law.

         Section 7.8 REPLACEMENT OF TRUSTEE. The Trustee may resign by so
notifying the Company; PROVIDED, HOWEVER, no such resignation shall be effective
until a successor Trustee has accepted its appointment pursuant to this Section
7.8. The Holders of a majority in aggregate Principal Amount of the Outstanding
Securities of any series at the time outstanding may remove


                                       38

<Page>

the Trustee with respect to the Securities of such series by so notifying the
Trustee and may appoint a successor Trustee. The Company shall remove the
Trustee if:

                  (1)      the Trustee fails to comply with Section 7.10;

                  (2)      the Trustee is adjudged bankrupt or insolvent;

                  (3)      a receiver or public officer takes charge of the
         Trustee or its property; or

                  (4)      the Trustee otherwise becomes incapable of acting.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, with respect to the Securities of one or more
series, the Company shall promptly appoint, by resolution of its Board of
Directors, a successor Trustee 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
series).

         In the case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company.
Thereupon, the resignation or removal of the retiring Trustee shall become
effective and the successor Trustee shall have all the rights, powers and duties
of the Trustee under this Indenture. The successor Trustee shall mail a notice
of its succession to Holders of Securities of the particular series with respect
to which such successor Trustee has been appointed. The retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.7.

         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 as 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


                                       39

<Page>

Trustee with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee shall duly assign, transfer
and deliver to such successor Trustee all property and money held by such
retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates, subject,
nevertheless, to its lien, if any, provided for in Section 7.7.

         If a successor Trustee with respect to the Securities of any series
does not take office within 30 days after the retiring Trustee resigns or is
removed, the retiring Trustee, the Company or the Holders of a majority in
aggregate Principal Amount of the Outstanding Securities of such series at the
time outstanding may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

         If the Trustee fails to comply with Section 7.10, any Holder of a
Security of such series may petition any court of competent jurisdiction for the
removal of such Trustee and the appointment of a successor Trustee.

         Section 7.9 SUCCESSOR TRUSTEE BY MERGER. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation, the resulting,
surviving or transferee corporation without any further act shall be the
successor Trustee.

         Section 7.10 ELIGIBILITY; DISQUALIFICATION. The Trustee shall at all
times satisfy the requirements of TIA Section 310(a)(1) and 310(a)(5). The
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition. The Trustee shall
comply with TIA Section 310(b), including the optional provision permitted by
the second sentence of TIA Section 310(b)(9). In determining whether the Trustee
has conflicting interests as defined in TIA Section 310(b)(1), the provisions
contained in the proviso to TIA Section 310(b)(1) shall be deemed incorporated
herein.

         Section 7.11 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. The
Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                  ARTICLE VIII

                           SATISFACTION AND DISCHARGE

         Section 8.1 DISCHARGE OF LIABILITY ON SECURITIES. Except as otherwise
contemplated by Section 2.3(a), this Indenture shall upon Company Request cease
to be of further effect as to all Outstanding Securities or all Outstanding
Securities of any series, as the case may be (except as to any surviving rights
of registration of transfer or exchange of Securities herein expressly provided
for, and any right to receive additional amounts, as provided in Section 4.6),
and the Trustee, at the expense of the Company, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture, when:

         (a)      either


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<Page>

                  (1)      all Outstanding Securities or all Outstanding
         Securities of any series, as the case may be, theretofore authenticated
         and delivered and all coupons, if any, appertaining thereto (other than
         (i) coupons appertaining to Bearer Securities surrendered for exchange
         for Registered Securities and maturing after such exchange, whose
         surrender is not required or has been waived as provided in Section
         2.8, (ii) Securities or Securities of such series, as the case may be,
         and coupons, if any, which have been destroyed, lost or stolen and
         which have been replaced or paid as provided in Section 2.9, (iii)
         coupons, if any, appertaining to Securities or Securities of such
         series, as the case may be, called for redemption and maturing after
         the relevant Redemption Date, whose surrender has been waived as
         provided in Section 3.4, and (iv) Securities or Securities of such
         series, as the case may be, and coupons, if any, for whose payment
         money has theretofore been deposited in trust or segregated and held in
         trust by the Company and thereafter repaid to the Company or discharged
         from such trust, as provided in Section 8.2) have been delivered to the
         Trustee for cancellation; or

                  (2)      all such Securities and, in the case of (i) or (ii)
         below, any coupons appertaining thereto not theretofore delivered to
         the Trustee for cancellation,

                           (i)      have become due and payable, or

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

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

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

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

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

         The Trustee shall join in the execution of a document prepared by the
Company acknowledging satisfaction and discharge of this Indenture on demand of
the Company accompanied by an Officers' Certificate and Opinion of Counsel and
at the cost and expense of the Company.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to the Securities of any series, the obligations of the Company to the
Trustee with respect to the


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<Page>

Securities of that series under Section 7.7, the obligations of the Company
to any Authenticating Agent appointed by the Trustee pursuant to Section 2.4
and, if money shall have been deposited with the Trustee pursuant to clause
(b) of this Section, Section 8.2 shall survive. The Company shall pay and
indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the Principal and interest received in respect thereof other
than any such tax, fee or other charge which by law is for the account of the
Holders of Outstanding Securities.

         Section 8.2 REPAYMENT TO THE COMPANY. The Trustee and the Paying Agent
shall return to the Company on Company Request any money held by them for the
payment of any amount with respect to the Securities that remains unclaimed for
two years; PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before
being required to make any such return, may at the expense and direction of the
Company cause to be published once in an Authorized Newspaper in each Place of
Payment of or mail to each such Holder notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication or mailing, any unclaimed money then remaining
wilt be returned to the Company. After return to the Company, Holders entitled
to the money must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

         Section 8.3 OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. Unless
otherwise specified as contemplated by Section 2.3(a) with respect to Securities
of a particular series, the Company, may at its option, by Board Resolution, at
any time, with respect to any series of Securities, elect to have either Section
8.4 or Section 8.5 be applied to all of the outstanding Securities of any series
(the "DEFEASED SECURITIES"), upon compliance with the conditions set forth below
in Article VIII.

         Section 8.4 DEFEASANCE AND DISCHARGE. Upon the Company's exercise under
Section 8.3 of the option applicable to this Section 8.4, the Company shall be
deemed to have been discharged from its obligations with respect to the Defeased
Securities on the date the conditions set forth below are satisfied (hereinafter
"DEFEASANCE"). For this purpose, such defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Defeased Securities, which shall thereafter be deemed to be "outstanding" only
for the purposes of Sections 2.4, 2.5, 2.6, 2.9, 2.11, 2.12, 4.1, 4.5, 6.6, 6.7,
7.7, 7.8 and 8.2 of this Indenture and to have satisfied all its other
obligations under such series of Securities and this Indenture insofar as such
series of Securities are concerned (and the Trustee, at the expense of the
Company, and, upon written request, shall execute proper instruments
acknowledging the same). Subject to compliance with this Article VIII, the
Company may exercise its option under this Section 8.4 notwithstanding the prior
exercise of its option under Section 8.5 with respect to a series of Securities.

         Section 8.5 COVENANT DEFEASANCE. Upon the Company's exercise under
Section 8.3 of the option applicable this Section 8.5, the Company shall be
released from its obligations under Sections 4.2 and 4.3 and Article V and such
other provisions as may be provided as contemplated by Section 2.3(a) with
respect to Securities of a particular series and with respect to the Defeased
Securities on and after the date the conditions set forth below are satisfied
(hereinafter "COVENANT DEFEASANCE"), and the Defeased Securities shall
thereafter be deemed to be not "outstanding" for the purposes of any direction,
waiver, consent or declaration or act of


                                       42

<Page>

Holders (and the consequences if any thereof) in connection with such
covenants, but shall continue to be deemed "outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means that,
with respect to the Defeased Securities, the Company may omit to comply with
and shall have no liability in respect of any term, condition or limitation
set forth in any such Section or Article, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or Article or by
reason of any reference in any such Section or Article to any other
provisions herein or in any other document and such omission to comply shall
not constitute a Default or an Event of Default under Section 6.1 but, except
as specified above, the remainder of this Indenture and such Defeased
Securities shall be unaffected thereby.

         Section 8.6 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to application of either Section 8.4 or
Section 8.5 to a series of outstanding Securities.

         (a)      The Company shall have irrevocably deposited with the Trustee,
in trust, (i) sufficient funds in the currency or currency unit in which the
Securities of such series are denominated to pay the Principal of and interest
to Stated Maturity (or redemption) on, the Debt Securities of such series, or
(ii) such amount of direct obligations of, or obligations the principal of and
interest on which are fully guaranteed by, the government which issued the
currency in which the Securities of such series are denominated, and which are
not subject to prepayment, redemption or call, as will, together with the
predetermined and certain income to accrue thereon without consideration of any
reinvestment thereof, be sufficient to pay when due the Principal of, and
interest to Stated Maturity (or redemption) on, the Debt Securities of such
series.

         (b)      The Company shall (i) have delivered an Opinion of Counsel
that the Company has met all of the conditions precedent to such defeasance and
that the Holders of the Securities of such series will not recognize income,
gain or loss for United States Federal income tax purposes as a result of such
defeasance, and will be subject to tax in the same manner as if no defeasance
and discharge or covenant defeasance, as the case may be, had occurred or (ii)
in the case of an election under Section 8.4, the Company shall have delivered
to the Trustee an Opinion of Counsel to the effect that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date this Indenture was first executed, there has been a
change in the applicable federal income tax law, in either case to the effect
that, and based thereon such Opinion of Counsel in the United States shall
confirm that, the holders of Outstanding Securities of that particular series
will not recognize income, gain or loss for federal income tax purposes as a
result of such defeasance.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         Section 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders of Securities or coupons, 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:


                                       43

<Page>

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

                  (2)      to add to the covenants, agreements and obligations
         of the Company for the benefit of the Holders of all of the Securities
         or any series thereof, or to surrender any right or power herein
         conferred upon the Company; or

                  (3)      to add to or change any of the provisions of this
         Indenture to provide that Bearer Securities may be registrable as to
         Principal, to change or eliminate any restrictions (including
         restrictions relating to payment in the United States) on the payment
         of Principal of or any premium or interest on Bearer Securities, to
         permit Bearer Securities to be issued in exchange for Registered
         Securities, to permit Bearer Securities to be issued in exchange for
         Bearer Securities of other authorized denominations or to permit the
         issuance of Securities in uncertificated form; or

                  (4)      to establish the form or terms of Securities of any
         series and any related coupons as permitted by Sections 2.1 and 2.3(a),
         respectively; or

                  (5) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of
         one or more series and to add to or change any of the provisions of
         this Indenture as shall be necessary to provide for or facilitate
         the administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 7.8; or

                  (6)      to cure any ambiguity, defect or inconsistency; or

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

                  (8)      to secure the Securities; or

                  (9)      to make any other change that does not adversely
         affect the rights of any Securityholder in any material respect.

         Section 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
written consent of the Holders of at least a majority in aggregate Principal
Amount of the Outstanding Securities of each series affected by such
supplemental indenture, the Company and the Trustee may amend this Indenture or
the Securities of any series or may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Securities of such
series and any related coupons under this Indenture; PROVIDED, HOWEVER, that no
such amendment or supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby:


                                       44

<Page>

                  (1)      change the Stated Maturity of the Principal of, or
         any installment of Principal or interest on, any such Security, or
         reduce the Principal Amount thereof or the rate of interest thereon or
         any premium payable upon redemption thereof or reduce the amount of
         Principal of any such Discount Security that would be due and payable
         upon a declaration of acceleration of maturity thereof pursuant to
         Section 6.2, or change the Place of Payment where, or change the coin
         or currency in which, any Principal of, or any installment of interest
         on, any such Security is payable, or impair the right to institute suit
         for the enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date);

                  (2)      reduce the percentage in Principal Amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such amendment or supplemental indenture, or the
         consent of whose Holders is required for any waiver (of compliance with
         certain provisions of this Indenture or certain defaults hereunder and
         their consequences) with respect to the Securities of such series
         provided for in this Indenture;

                  (3)      make any change in the terms of the Subordination of
         the Securities in a manner adverse to the Holders of any series of
         outstanding Securities; or

                  (4)      modify any of the provisions of this Section, Section
         6.4 or 6.7, except to increase the percentage of Outstanding Securities
         of such series required for such actions to provide that certain other
         provisions of this Indenture cannot be modified or waived without the
         consent of the Holder of each Outstanding Security affected thereby.

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

         It shall not be necessary for the consent of the Holders under this
Section 9.2 to approve the particular form of any proposed amendment or
supplemental indenture, but it shall be sufficient if such consent approves the
substance thereof.

         After an amendment or supplemental indenture under this Section 9.2
becomes effective, the Company shall mail to each Holder of the particular
Securities affected thereby a notice briefly describing the amendment.

         Section 9.3 COMPLIANCE WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall comply with the TIA as then in
effect.

         Section 9.4 REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND ACTIONS.
Until an amendment or waiver with respect to a series of Securities becomes
effective, a consent to it or any other action by a Holder of a Security of that
series hereunder is a continuing consent by the Holder and every subsequent
Holder of that Security or portion of that Security that evidences the same
obligation as the consenting Holder's Security, even if notation of the consent,
waiver or action is not made on the Security. However, any such Holder or
subsequent Holder may


                                       45

<Page>

revoke the consent, waiver or action as to such Holder's Security or portion
of the Security if the Trustee receives the notice of revocation before the
Company or an agent of the Company certifies to the Trustee that the consent
of the requisite aggregate Principal Amount of the Securities of that series
has been obtained. After an amendment, waiver or action becomes effective, it
shall bind every Holder of Securities of that series.

         The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment or
waiver with respect to a series of Securities. If a record date is fixed, then
notwithstanding the first two sentences of the immediately preceding paragraph,
those persons who were Holders of Securities of that series at such record date
(or their duly designated proxies), and only those persons, shall be entitled to
revoke any consent previously given, whether or not such persons continue to be
Holders after such record date. No such consent shall be valid or effective for
more than 90 days after such record date.

         Section 9.5 NOTATION ON OR EXCHANGE OF SECURITIES. Securities of any
series authenticated and delivered after the execution of any supplemental
indenture with respect to such series 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 such series so modified as to conform, in the
opinion of the Trustee and the Board of Directors, 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 that series.

         Section 9.6 TRUSTEE TO SIGN SUPPLEMENTAL INDENTURES. The Trustee shall
sign any supplemental indenture authorized pursuant to this Article IX if the
amendment does not adversely affect the rights, duties, liabilities or
immunities of the Trustee. If it does, the Trustee may, but need not, sign it.
In signing such amendment, the Trustee shall be entitled to receive, and shall
be fully protected in relying upon, an Officers' Certificate and an Opinion of
Counsel stating that such amendment is authorized or permitted by this
Indenture.

         Section 9.7 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, except
to the extent otherwise set forth thereon.

                                   ARTICLE X

                                  SINKING FUNDS

         Section 10.1 APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of a
series, except as otherwise specified as contemplated by Section 2.3(a) for
Securities of such series.

         The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "MANDATORY SINKING
FUND PAYMENT," and any


                                       46

<Page>

payment in excess of such minimum amount provided for by the terms of
Securities of any series is herein referred to as an "OPTIONAL SINKING FUND
Payment." If provided for by the terms of Securities of any series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 10.2. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of the Securities of
such series.

         Section 10.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The
Company (1) may deliver Outstanding Securities of a series with the same issue
date, interest rate and Stated Maturity (other than any previously called for
redemption), together in the case of any Bearer Securities of such series with
the same issue date, interest rate and Stated Maturity with all unmatured
coupons appertaining thereto, and (2) may apply as a credit Securities of a
series with the same issue date, interest rate and Stated Maturity which have
been redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any mandatory sinking fund payment with respect to the
Securities of such series with the same issue date, interest rate and Stated
Maturity; PROVIDED that such Securities have not been previously so credited.
Such Securities shall be received and credited for such purpose by the Trustee
at the Redemption Price specified in such Securities for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

         Section 10.3 REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than
60 days (or such shorter period as shall be acceptable to the Trustee) prior to
each sinking fund payment date for any series of Securities, the Company will
deliver to the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be satisfied by payment of cash
and the portion thereof, if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to Section 10.2 and will also
deliver to the Trustee any Securities to be so delivered. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 3.2 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 3.3. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections 3.4
and 3.6.

                                   ARTICLE XI

                        ACTIONS OF HOLDERS OF SECURITIES

         Section 11.1 PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A meeting of
Holders of Securities of any series 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.


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<Page>

         Section 11.2 CALL, NOTICE AND PLACE OF MEETINGS.

         (a)      The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 11.1, to be held
at such time and at such place in the Borough of Manhattan, The City of New York
or, for a series of Securities issued as Bearer Securities, in _________ as the
Trustee shall determine or, with the approval of the Company, at any other
place. Notice of every meeting of Holders of Securities of any series, 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 13.2, not less than 21 nor more than 180 days prior to the date fixed
for the meeting.

         (b)      In case at any time the Company or the Holders of at least 10%
in Principal Amount of the Outstanding Securities of any series shall have
requested the Trustee to call a meeting of the Holders of Securities of such
series for any purpose specified in Section 11.1, by written request setting
forth in reasonable detail the action proposed to be taken at the meeting, and
the Trustee shall not have made the first publication of 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 in the amount above specified, as the
case may be, may determine the time and the place in the Borough of Manhattan,
The City of New York, or for a series of Securities issued as Bearer Securities,
in ____________, or in such other place as shall be determined and 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 11.2.

         Section 11.3 PERSONS ENTITLED TO VOTE AT MEETINGS. To be entitled to
vote at any meeting of Holders of Securities of any series, a person shall be
(1) a Holder of one or more Outstanding Securities of such series, or (2) a
person appointed by an instrument in writing as proxy for a Holder or Holders of
one or more Outstanding Securities of such series by such Holder or Holders. The
only persons who shall be entitled to be present or to speak at any meeting of
Holders of Securities of any series 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 11.4 QUORUM; ACTION. The persons entitled to vote a majority in
Principal Amount of the Outstanding Securities of a series shall constitute a
quorum for a meeting of Holders of Securities of such series. In the absence of
a quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case, the meeting may be adjourned for a
period 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 a period determined by the
chairman of the meeting prior to the adjournment of such adjourned meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 11.2(a), except that such notice need be given only once not less than
five 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 which shall constitute a quorum.


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<Page>

         Except as limited by the proviso to Section 9.2, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted by the affirmative vote of the Holders of a
majority in Principal Amount of the Outstanding Securities of that series;
PROVIDED, HOWEVER, that, except as limited by the proviso to Section 9.2, any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly provides
may be made, given or taken by the Holders of a specified percentage, which is
less than a majority, in Principal Amount of the Outstanding Securities of a
series 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 that series.

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

         Section 11.5 DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

         (a)   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 of a series in regard to proof of the holding
of Securities of such series 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
11.7 and the appointment of any proxy shall be proved in the manner specified in
Section 11.7 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 11.7 to certify to the holding of Bearer Securities. Such regulations
may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 11.7 or
other proof.

         (b)   The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 11.2(b), in
which case the Company or the Holders of Securities of the series 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 Principal Amount of the
Outstanding Securities of such series represented at the meeting.

         (c)   At any meeting each Holder of a Security of such series or proxy
shall be entitled to vote with respect to the Outstanding Securities of such
series held or represented by him; PROVIDED, HOWEVER, that no vote shall be
cast or counted at any meeting in respect to 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 of such series or proxy.


                                      49
<Page>

         (d)   Any meeting of Holders of Securities of any series duly called
pursuant to Section 11.2 at which a quorum is present may be adjourned from
time to time by persons entitled to vote a majority in Principal Amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

         Section 11.6  COUNTING VOTES AND RECORDING ACTION OF MEETINGS. The vote
upon any resolution submitted to any meeting of Holders of Securities of any
series shall be by written ballots on which shall be subscribed signatures of
the Holders of Securities of such series or of their representatives by proxy
and the Principal Amounts and serial numbers of the Outstanding Securities of
such series held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record, at least in duplicate, of the proceedings
of each meeting of Holders of Securities of any series shall be prepared by the
secretary of the meeting and there shall be attached to said record the original
reports of the inspectors of votes on any vote by ballot taken thereat and
affidavits by one or more persons having knowledge of the facts setting forth a
copy of the notice of the meeting and showing that said notice was given as
provided in Section 11.2 and, if applicable, Section 11.4. 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 11.7 ACTIONS OF HOLDERS GENERALLY.

         (a)   Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of such series may, alternatively, be embodied in and evidenced by the
record of Holders of Securities of such series voting in favor thereof, either
in person or by proxies duly appointed in writing, at any meeting of Holders of
Securities of such series duly called and held in accordance with the
provisions of this Article, 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.
Proof of execution of any such instrument or of a writing appointing any such
agent, or of the holding by any person of a Security, shall be sufficient for
any purpose of this Indenture and conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section. The record of any
meeting of Holders of Securities shall be proved in the manner provided in
Section 11.6.

         (b)   The fact and date of the execution by any person of any such
instrument or writing, or the authority of the persons executing the same, may
be proved in any reasonable manner which the Trustee deems sufficient.


                                      50
<Page>

         (c)   The Principal Amount and serial numbers of Registered Securities
held by the person, and the date of holding the same, shall be proved by the
books of the Registrar.

         (d)   The Principal Amount and serial numbers of Bearer Securities
held by any person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed by any trust
company, bank, banker or other depositary, wherever situated, as depositary, if
such certificate shall be deemed by the Trustee to be satisfactory, showing
that at the date therein mentioned such person had on deposit with such
depositary, or exhibited to it, the Bearer Securities therein described; or
such facts may be proved by the certificate or affidavit of the person holding
such Bearer Securities, if such certificate or affidavit is deemed by the
Trustee to be satisfactory. The Trustee and the Company may assume that such
ownership of any Bearer Security continues until (1) another certificate or
affidavit bearing a later date issued in respect of the same Bearer Security is
produced, or (2) such Bearer Security is produced to the Trustee by some other
person, or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding. The Principal
Amount and serial numbers of Bearer Securities held by any person, and the date
of holding the same, may also be proved in any other manner which the Trustee
deems sufficient.

         (e)   Any request, demand, authorization, direction, notice, consent,
waiver or other act of the Holder of any Security in accordance with this
Section 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.

         (f)   If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other act in
accordance with this Section, the Company may, at its option, by or pursuant to
an Officers' Certificate delivered to the Trustee, fix in advance a record date
for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or such 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 such record date shall be deemed to be Holders for
the purposes of determining whether Holders of the requisite percentage of
Outstanding Securities or Outstanding Securities of a series, as the case may
be, 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 or Outstanding Securities of the series, as
the case may be, shall be computed as of such record date; PROVIDED, that no
such authorization, agreement or consent by the Holders on the record date
shall be deemed effective unless such request, demand, authorization,
direction, notice, consent, waiver or other act shall become effective pursuant
to the provisions of clause (a) of this Section 11.7 not later than six months
after the record date.


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<Page>

                                  ARTICLE XII

                                 SUBORDINATION

         Section 12.1  SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. Unless
otherwise specified as contemplated by Section 2.3(a), the Securities shall be
subordinated to Senior Indebtedness as set forth in this Article XII. The
Company covenants and agrees, and each Holder of a Security of any series by
such Holder's acceptance thereof likewise covenants and agrees, that, to the
extent and in the manner hereinafter set forth in this Article XII, the
indebtedness represented by the Securities and the payment of the Principal
Amount, interest and such other amounts as provided for in Section 2.3(a), if
any, in respect of each and all of the Securities are hereby expressly made
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness.

         "SENIOR INDEBTEDNESS" means the principal of (and premium, if any) and
interest on (including interest accruing after the filing of a petition
initiating any proceeding pursuant to any Bankruptcy Law, but only to the extent
allowed or permitted to the holder of such Debt of the Company against the
bankruptcy or any other insolvency estate of the Company in such proceeding) and
other amounts due on or in connection with any Debt of the Company incurred,
assumed or guaranteed by the Company, whether outstanding on the date of the
Indenture or thereafter incurred, assumed or guaranteed and all renewals,
extensions and refundings of any such Debt of the Company; provided, however,
that the following will not constitute Senior Indebtedness:

         (a)   any Debt of the Company, including other series of the
Securities, as to which, in the instrument creating the same or evidencing the
same or pursuant to which the same is outstanding, it is expressly provided
that such Debt of the Company shall be subordinated to any other Debt of the
Company, unless such Debt of the Company expressly provides that such Debt of
the Company shall be senior in right of payment to the Securities;

         (b)   any Debt of the Company which by its terms states that such Debt
of the Company shall not be senior in right of payment to the Securities; and

         (c)   any Debt of the Company to any Affiliate of the Company or a
Subsidiary of the Company.

         Section 12.2 PAYMENT OVER OF PROCEEDS UPON DISSOLUTION, ETC. Upon any
distribution of assets of the Company in the event of:

         (a)   any insolvency or bankruptcy case or proceeding, or any
receivership, liquidation, reorganization or other similar case or proceeding
in connection therewith, relative to the Company or to its creditors, as such,
or to its assets, or

         (b)   any liquidation, dissolution or other winding up of the Company,
whether voluntary or involuntary and whether or not involving insolvency or
bankruptcy, or

         (c)   any assignment for the benefit of creditors or any other
marshalling of assets and liabilities of the Company,

then and in such event


                                      52
<Page>

                  (1)   the holders of Senior Indebtedness shall be entitled to
         receive payment in full of all amounts due or to become due on or in
         respect of all Senior Indebtedness, or provision shall be made for such
         payment in cash, before the Holders of the Securities are entitled to
         receive any payment on account of the Principal Amount, interest or
         such other amounts as may be provided for in Section 2.3(a), if any, in
         respect of the Securities (except that Holders of the Securities may
         receive (A) Permitted Junior Securities and (B) payments and other
         distributions made from any trust created pursuant to Article VIII);
         and

                  (2)   any payment or distribution of assets of the Company of
         any kind or character, whether in cash, property or securities, by
         set-off or otherwise, to which the Holders or the Trustee would be
         entitled but for the provisions of this Article XII, including any such
         payment or distribution which may be payable or deliverable by reason
         of the payment of any other Debt of the Company being subordinated to
         the payment of the Securities, shall be paid by the liquidating trustee
         or agent or other person making such payment or distribution, whether a
         trustee in bankruptcy, a receiver or liquidating trustee or otherwise,
         directly to the holders of Senior Indebtedness or their representative
         or representatives or to the trustee or trustees under any indenture
         under which any instruments evidencing any of such Senior Indebtedness
         may have been issued, ratably according to the aggregate amounts
         remaining unpaid on account of the principal of, and premium, if any,
         and interest on the Senior Indebtedness held or represented by each, to
         the extent necessary to make payment in full of all Senior Indebtedness
         remaining unpaid, after giving effect to any concurrent payment or
         distribution to the holders of such Senior Indebtedness (except that
         Holders of the Securities may receive (A) Permitted Junior Securities
         and (B) payments and other distributions made from any trust created
         pursuant to Article VIII).

         In the event that, notwithstanding the foregoing provisions of this
Section 12.2, the Trustee or the Holder of any Security shall receive any
payment or distribution of assets of the Company of any kind or character,
whether in cash, property or securities, including any such payment or
distribution which may be payable or deliverable by reason of the payment of any
other Debt of the Company being subordinated to the payment of the Securities,
before all Senior Indebtedness is paid in full or payment thereof provided for,
and if such fact shall then have been made known to the Trustee as provided in
Section 12.10, or, as the case may be, such Holder, then and in such event such
payment or distribution shall be paid over or delivered forthwith to the trustee
in bankruptcy, receiver, liquidating trustee, custodian, assignee, agent or
other person making payment or distribution of assets of the Company for
application to the payment of all Senior Indebtedness remaining unpaid, to the
extent necessary to pay all Senior Indebtedness in full, after giving effect to
any concurrent payment or distribution to or for the holders of Senior
Indebtedness (except that Holders of the Securities may receive (A) Permitted
Junior Securities and (B) payments and other distributions made from any trust
created pursuant to Article VIII).

         The consolidation of the Company with, or the merger of the Company
into, another corporation or the liquidation or dissolution of the Company
following the conveyance or transfer of all or substantially all of its assets
to another person upon the terms and conditions set


                                      53
<Page>

forth in Article V shall not be deemed a dissolution, winding up, liquidation,
reorganization, assignment for the benefit of creditors or marshalling of
assets and liabilities of the Company for the purposes of this Section 12.2 if
the corporation formed by such consolidation or into which the Company is
merged or the person which acquires by conveyance or transfer all or
substantially all of the assets of the Company, as the case may be, shall, as a
part of such consolidation, merger, conveyance or transfer, comply with the
conditions set forth in Article V.

         Section 12.3  ACCELERATION OF SECURITIES. In the event that any
Securities are declared due and payable before their Stated Maturity, then and
in such event the holders of Senior Indebtedness outstanding at the time such
Securities become due and payable shall be entitled to receive payment in full
of all amounts due or to become due on or in respect of all Senior Indebtedness,
or provision shall be made for such payment in money or money's worth, before
the Holders of the Securities are entitled to receive any payment (including any
payment which may be payable by reason of the payment of any other indebtedness
of the Company being subordinated to the payment of the Securities) by the
Company on account of the principal of (or premium, if any) or interest on the
Securities or on account of the purchase or other acquisition of Securities
(except that Holders of the Securities may receive (A) Permitted Junior
Securities and (B) payments and other distributions made from any trust created
pursuant to Article VIII).

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Securities prohibited by
the foregoing provisions of this Section 12.3, and if such facts then shall have
been known or thereafter shall have been made known to the Trustee (as provided
in Section 12.10) or to such Holder, as the case may be, pursuant to the terms
of this Indenture, then and in such event such payment shall be paid over and
delivered forthwith to the Company by or on behalf of the person holding such
payment for the benefit of the holders of Senior Indebtedness.

         The provisions of this Section 12.3 shall not apply to any payment with
respect to which Section 12.2 would be applicable.

         Section 12.4  DEFAULT IN SENIOR INDEBTEDNESS. In the event and during
the continuation of any default in the payment of principal of (or premium, if
any) or interest on Senior Indebtedness beyond any applicable grace period with
respect thereto, or in the event that any event of default with respect to any
Senior Indebtedness shall have occurred and be continuing permitting the holders
of such Senior Indebtedness (or a trustee on behalf of the holders thereof) to
declare such Senior Indebtedness due and payable prior to the date on which it
would otherwise have become due and payable, unless and until such event of
default shall have been cured or waived or shall have ceased to exist and, if
any such Senior Indebtedness shall have been accelerated, such acceleration
shall have been rescinded or annulled, or (b) in the event any judicial
proceeding shall be pending with respect to any default in payment or event of
default, then no payment shall be made by the Company on account of principal of
(or premium, if any) or interest on the Securities or on account of the purchase
or other acquisition of Securities (except that Holders of the Securities may
receive (A) Permitted Junior Securities and (B) payments and other distributions
made from any trust created pursuant to Article VIII).

         In the event that, notwithstanding the foregoing, the Company shall
make any payment to the Trustee or the Holder of any Security prohibited by the
foregoing provisions of this Section


                                      54
<Page>

12.4, and if such fact then shall have been
known or thereafter shall have been made known to the Trustee as provided in
Section 12.10 or such Holder, as the case may be, pursuant to the terms of this
Indenture, then and in such event such payment shall be paid over and delivered
forthwith to the Company by or on behalf of the person holding such payment for
the benefit of the holders of the Senior Indebtedness.

         The provisions of this Section 12.4 shall not apply to any payment with
respect to which Section 12.2 would be applicable.

         Section 12.5 PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in this
Article XII or elsewhere in this Indenture or in any of the Securities shall
prevent (a) the Company, at any time except during the pendency of any case,
proceeding, dissolution, liquidation or other winding up, assignment for the
benefit of creditors or other marshalling of assets and liabilities of the
Company referred to in Section 12.2 or under the conditions described in Section
12.3 or 12.4, from making payments at any time of the Principal Amount, interest
or such other amounts as may be provided for in Section 2.3(a), if any, as the
case may be, in respect of the Securities, or (b) the application by the Trustee
or the retention by any Holder of any money deposited with it hereunder to the
payment of or on account of the Principal Amount, interest or such other amounts
as may be provided for in Section 2.3(a), if any, as the case may be, in respect
of the Securities if the Trustee did not have, at the time provided in the
proviso to the first paragraph of Section 12.10, notice that such payment would
have been prohibited by the provisions of this Article XII.

         Section 12.6 SUBROGATION RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS.
Subject to the payment in full of all Senior Indebtedness, the Holders of the
Securities shall be subrogated to the extent of the payments or distributions
made to the holders of such Senior Indebtedness pursuant to the provisions of
this Article XII to the rights of the holders of such Senior Indebtedness to
receive payments or distributions of cash, property or securities applicable to
the Senior Indebtedness until the Principal Amount, interest or such other
amounts as provided for in Section 2.3(a), if any, as the case may be, in
respect of the Securities shall be paid in full. For purposes of such
subrogation, no payments or distributions to the holders of the Senior
Indebtedness of any cash, property or securities to which the Holders of the
Securities or the Trustee would be entitled except for the provisions of this
Article XII, and no payments pursuant to the provisions of this Article XII to
the Company or to the holders of Senior Indebtedness by Holders of the
Securities or the Trustee, shall, as between the Company, its creditors other
than holders of Senior Indebtedness and the Holders of the Securities, be deemed
to be a payment or distribution by the Company to or on account of the Senior
Indebtedness.

         Section 12.7 PROVISION SOLELY TO DEFINE RELATIVE RIGHTS. The provisions
of this Article XII are and are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on one hand, and the holders
of Senior Indebtedness, on the other hand. Nothing contained in this Article XII
or elsewhere in this Indenture or in the Securities is intended to or shall:

         (a)   impair, as between the Company and the Holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the Holders of the Securities the Principal Amount, interest or such
other amounts as may be provided for in Section 2.3(a), if

                                      55
<Page>

any, as the case may be, in respect of the Securities as and when the same
shall become due and payable in accordance with the terms of the Securities and
this Indenture and which, subject to the rights under this Article XII of the
holders of Senior Indebtedness, is intended to rank equally with all other
general obligations of the Company; or

         (b)   affect the relative rights against the Company of the Holders of
the Securities and creditors of the Company other than holders of Senior
Indebtedness; or

         (c)   prevent the Trustee or the Holder of any Security from
exercising all remedies otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any, under this Article XII of
the holders of Senior Indebtedness to receive cash, property or securities
otherwise payable or deliverable to the Trustee or such Holder.

         Section 12.8  TRUSTEE TO EFFECTUATE SUBORDINATION. Each Holder of a
Security by such Holder's acceptance thereof authorizes and directs the Trustee
on such Holder's behalf to take such action as may be necessary or appropriate
to effectuate the subordination provided in this Article XII and appoints the
Trustee such Holder's attorney-in-fact for any and all such purposes.

         Section 12.9  NO WAIVER OF SUBORDINATION PROVISIONS. No right of any
present or future holder of any Senior Indebtedness to enforce subordination as
herein provided shall at any time in any way be prejudiced or impaired by any
act or failure to act on the part of the Company or by any act or failure to
act, in good faith, by any such holder, or by any noncompliance by the Company
with the terms, provisions and covenants of this Indenture, regardless of any
knowledge thereof any such holder may have or be otherwise charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness may, at any time and from time to time,
without the consent of, or notice to, the Trustee or the Holders of the
Securities, without incurring responsibility to the Holders of the Securities
and without impairing or releasing the subordination provided in this Article
XII or the obligations hereunder of the Holders of the Securities to the holders
of Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, Senior Indebtedness, or otherwise amend or supplement in any manner
Senior Indebtedness or any instrument evidencing the same or any agreement under
which Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise dispose of any property pledged, mortgaged or otherwise securing
Senior Indebtedness; (iii) release any person liable in any manner for the
collection of Senior Indebtedness and (iv) exercise or refrain from exercising
any rights against the Company or any other person.

         Section 12.10 NOTICE TO TRUSTEE. The Company shall give prompt written
notice to the Trustee of any fact known to the Company which would prohibit the
making of any payment to or by the Trustee in respect of the Securities. Failure
to give such notice shall not affect the subordination of the Securities to
Senior Indebtedness. Notwithstanding the provisions of this Article XII or any
other provision of this Indenture, the Trustee shall not be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment to or by the Trustee in respect of the Securities, unless and until the
Trustee shall have received written notice thereof at the address specified in
Section 13.2 from the Company or a holder of


                                      56
<Page>

Senior Indebtedness or from any trustee or agent therefor; and, prior to the
receipt of any such written notice, the Trustee shall be entitled in all
respects to assume that no such facts exist; provided, however, that if a Trust
Officer of the Trustee shall not have received, at least three Business Days
prior to the date upon which by the terms hereof any such money may become
payable for any purpose (including, without limitation, the payment of the
Principal Amount, interest or such other amounts as may be provided for in
Section 2.3(a), if any, as the case may be, in respect of any Security), the
notice with respect to such money provided for in this Section 12.10, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to
the purpose for which such money was received and shall not be affected by any
notice to the contrary which may be received by it within three Business Days
prior to such date.

         The Trustee shall be entitled to rely on the delivery to it of a
written notice by a person representing himself to be a holder of Senior
Indebtedness (or a trustee or agent on behalf of such holder) to establish that
such notice has been given by a holder of Senior Indebtedness (or a trustee or
agent on behalf of any such holder). In the event that the Trustee determines in
good faith that further evidence is required with respect to the right of any
person as a holder of Senior Indebtedness to participate in any payment or
distribution pursuant to this Article XII, the Trustee may request such person
to furnish evidence to the reasonable satisfaction of the Trustee as to the
amount of Senior Indebtedness held by such person, the extent to which such
person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such person under this Article XII, and if such
evidence is not furnished, the Trustee may defer any payment which it may be
required to make for the benefit of such person pursuant to the terms of this
Indenture pending judicial determination as to the right of such person to
receive such payment.

         Section 12.11 RELIANCE ON JUDICIAL ORDER OR CERTIFICATE OF LIQUIDATING
AGENT. Upon any payment or distribution of assets of the Company referred to in
this Article XII, the Trustee and the Holders of the Securities shall be
entitled to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or to the
Holders of Securities, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the holders of Senior Indebtedness
and other indebtedness of the Company, the amount thereof or payable thereon,
the amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article XII.

         Section 12.12 TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.
The Trustee shall not be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness and shall not be liable to any such holders if the Trustee
shall in good faith mistakenly pay over or distribute to Holders of Securities
or to the Company or to any other person cash, property or securities to which
any holders of Senior Indebtedness shall be entitled by virtue of this Article
XII or otherwise. The Trustee shall not be charged with knowledge of the
existence of Senior Indebtedness or of any facts that would prohibit any payment
hereunder unless a Trust Officer of the Trustee shall have received notice to
that effect at the address of the Trustee set forth in Section 13.2. With
respect to the holders of Senior Indebtedness, the Trustee undertakes to


                                      57
<Page>

perform or to observe only such of its covenants or obligations as are
specifically set forth in this Article XII and no implied covenants or
obligations with respect to holders of Senior Indebtedness shall be read into
this Indenture against the Trustee.

         Section 12.13 RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS;
PRESERVATION OF TRUSTEE'S RIGHTS. The Trustee in its individual capacity shall
be entitled to all the rights set forth in this Article XII with respect to any
Senior Indebtedness which may at any time be held by it, to the same extent as
any other holder of Senior Indebtedness, and nothing in this Indenture shall
deprive the Trustee of any of its rights as such holder.

         Nothing in this Article XII shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 7.7.

         Section 12.14 ARTICLE XII APPLICABLE TO PAYING AGENTS. The term
"TRUSTEE" as used in this Article XII shall (unless the context otherwise
requires) be construed as extending to and including the Paying Agent within its
meaning as fully for all intents and purposes as if the Paying Agent were named
in this Article XII in addition to or in place of the Trustee; provided,
however, that Sections 12.10 and 12.12 shall not apply to the Company or any
Affiliate of the Company if it or such Affiliate acts as Paying Agent.

         Section 12.15 CERTAIN CONVERSIONS OR EXCHANGES DEEMED PAYMENTS. For the
purposes of this Article XII only, (a) the issue and delivery of Permitted
Junior Securities upon the conversion or exchange of the Securities of any
series in accordance with Section 2.3(17) shall not be deemed to constitute a
payment or distribution on account of the principal of or premium or interest on
the Securities or on account of the purchase or other acquisition of Securities,
and (b) the payment or delivery of cash, property or securities (other than
Permitted Junior Securities) upon the conversion or exchange of a Security shall
be deemed to constitute payment on account of the principal of such Security.
Nothing contained in this Article XII or elsewhere in this Indenture or in the
Securities is intended to or shall impair, as among the Company, its creditors
other than holders of Senior Indebtedness and the Holders of the Securities, the
right, which is absolute and unconditional, of the Holder of any Security to
convert or exchange such Security in accordance with Section 2.3(17), if so
applicable.

                                  ARTICLE XIII

                                  MISCELLANEOUS

         Section 13.1 TRUST INDENTURE ACT CONTROLS. If any provision of this
Indenture limits, qualifies or conflicts with another provision hereof which is
required to be included in this Indenture by the TIA, the required provision
shall control.

         Section 13.2 NOTICES. Any notice or communication shall be in writing
and delivered in person or mailed by first-class mail, postage prepaid;
PROVIDED, that any notice or communication by and among the Trustee and the
Company may be made by telecopy or other commercially accepted electronic means
and shall be effective upon receipt thereof and shall be confirmed in writing,
mailed by first-class mail, postage prepaid, and addressed as follows:


                                      58
<Page>

                  if to the Company:

                  The Walt Disney Company
                  500 South Buena Vista Street
                  Burbank, California 91521

                  Attention:  Legal Department

                  if to the Trustee:

                  Wells Fargo Bank, National Association
                  707 Wilshire Boulevard, 17th Floor
                  Los Angeles, California 90017

                  Attention:  Corporate Trust Department

         The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

         Any notice or communication given to a Holder of Registered Securities
shall be mailed to such Securityholder at the Securityholder's address as it
appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed. Notice shall be sufficiently
given to Holders of Bearer Securities if published in an Authorized Newspaper in
The City of New York and in such other city or cities as may be specified in
such Securities on a Business Day at least twice, the first such publication to
be not earlier than the earliest date, and not later than the latest date,
prescribed for the giving of such notice.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by the person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.

         Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other Holders of
Securities of the same series. If a notice or communication is mailed in the
manner provided above, it is duly given, whether or not received by the
addressee.

         If the Company mails a notice or communication to the Holders of
Securities of a particular series, it shall mail a copy to the Trustee and each
Registrar, co-registrar or Paying Agent, as the case may be, with respect to
such series.

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


                                      59
<Page>

mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein.

         In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee shall constitute sufficient notice to such
Holders for every purpose hereunder. Neither the failure to give notice by
publication to Holders of Bearer Securities as provided above, nor any defect in
any notice so published, shall affect the sufficiency of any notice to Holders
of Registered Securities given as provided herein.

         Any request, demand, authorization, direction, notice, consent or
waiver required or permitted under this Indenture shall be in the English
language, except that any published notice may be in an official language of the
country of publication

         Section 13.3 COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company and the Trustee, the Registrar or the Paying Agent with
respect to a particular series of Securities, and anyone else, shall have the
protection of TIA Section 312(c).

         Section 13.4 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon
any request or application by the Company to the Trustee to take any action
under this Indenture, the Company shall furnish to the Trustee:

                  (1)      an Officers' Certificate stating that, in the opinion
         of the signers, all conditions precedent, if any, provided for in this
         Indenture relating to the proposed action have been complied with; and

                  (2)      an Opinion of Counsel stating that, in the opinion of
         such counsel, all such conditions precedent have been complied with.

         Section 13.5 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 by certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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


                                      60
<Page>

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.

         Section 13.6  STATEMENTS REQUIRED IN CERTIFICATE OR OPINION. Each
Officers' Certificate or Opinion of Counsel with respect to compliance with a
covenant or condition provided for in this Indenture shall include:

                  (1)   statement that each person making such Officers'
         Certificate or Opinion of Counsel has read such covenant or condition;

                  (2)   a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such Officers' Certificate or Opinion of Counsel are
         based;

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

                  (4)   a statement that, in the opinion of such person, such
         covenant or condition has been complied with.

         Section 13.7  SEPARABILITY CLAUSE. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

         Section 13.8  RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. With
respect to the Securities of a particular series, the Trustee with respect to
such series of Securities may make reasonable rules for action by or a meeting
of Holders of such series of Securities. With respect to the Securities of a
particular series, the Registrar and the Paying Agent with respect to such
series of Securities may make reasonable rules for their functions.

         Section 13.9  LEGAL HOLIDAYS. A "LEGAL HOLIDAY" is any day other than
a Business Day. If any specified date (including an Interest Payment Date,
Redemption Date or Stated Maturity of any Security, or a date for giving
notice) is a Legal Holiday at any Place of Payment or place for giving notice,
then (notwithstanding any other provision of this Indenture or of the
Securities or coupons other than a provision in the Securities of any series
which specifically states that such provision shall apply in lieu of this
Section) payment of interest or Principal need not be made at such Place of
Payment, or such other action need not be taken, on such date, but the action
shall be taken on the next succeeding day that is not a Legal Holiday at such
Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity or such other date
and to the extent applicable no Original Issue Discount or interest, if any,
shall accrue for the intervening period.

         Section 13.10  GOVERNING LAW AND JURISDICTION. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE STATE
OF NEW YORK WITHOUT REGARD TO


                                      61
<Page>

PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF A
SECURITY (BY ACCEPTANCE THEREOF) THEREBY, (I) SUBMITS TO THE EXCLUSIVE
JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE BOROUGH OF
MANHATTAN IN THE CITY OF NEW YORK IN CONNECTION WITH ANY SUIT, ACTION OR
PROCEEDING RELATED TO THIS INDENTURE, (II) IRREVOCABLY WAIVES ANY DEFENSE OF
LACK OF PERSONAL JURISDICTION IN SUCH SUITS AND (III) IRREVOCABLY WAIVES TO THE
FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION
OR PROCEEDING BROUGHT IN THE FEDERAL AND NEW YORK STATE COURTS LOCATED IN THE
BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND THAT SUCH SUIT, ACTION OR
PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

         Section 13.11  NO RECOURSE AGAINST OTHERS. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or
for any claim based on, in respect of or by reason of such obligations or their
creation. By accepting a Security, each Holder of such Security shall waive and
release all such liability. The waiver and release shall be part of the
consideration for the issue of the Securities.

         Section 13.12  SUCCESSORS. All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

         Section 13.13  EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         Section 13.14  BENEFITS OF INDENTURE. Nothing in this Indenture or in
the Securities, express or implied, shall give to any person, other than the
parties hereto and their successors hereunder and the Holders of Securities,
any benefits or any legal or equitable right, remedy or claim under this
Indenture.


                                      62
<Page>

         Section 13.15  MULTIPLE ORIGINALS. The parties may sign any number of
copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.

                                   THE WALT DISNEY COMPANY


                                   By:
                                      ---------------------------------------
                                   Name:
                                   Title:

Attest:

-----------------------------
Name:
Title:


                                   WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                   as Trustee


                                   By:
                                      ---------------------------------------
                                   Name:
                                   Title:

Attest:

-----------------------------
Name:
Title:


                                      63
<Page>

                                    EXHIBIT A

                         FORM OF CERTIFICATE RELATING TO
                                 [ ] SECURITIES

         This is to certify that, based on certificates we have received from
our member organizations substantially in the form set out in Exhibit B to the
Indenture relating to the above-captioned Securities, as of the date hereof,
U.S.$__________ principal amount of the above-captioned Securities acquired from
The Walt Disney Company (i) is owned by Persons that are not United States
Persons (as defined below), (ii) is owned by United States Persons that are (a)
foreign branches of United States financial institutions (as defined in United
States Treasury Regulations Section 1.165-12(c)(1)(iv) ("FINANCIAL
INSTITUTIONS")) purchasing for their own account or for resale or (b) United
States Persons who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such financial
institutions on the date hereof (and in the case of either clause (a) or (b),
each financial institution has agreed for the benefit of The Walt Disney Company
to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
United States Internal Revenue Code of 1986, as amended, and the regulations
thereunder) or (iii) is owned by financial institutions for purposes of resale
during the restricted period (as defined in United States Treasury Regulations
Section 1.163-5(c)(2)(i)(D)(7)). Financial institutions described in clause
(iii) of the preceding sentence (whether or not also described in clause (i) or
(ii)) have certified that they have not acquired the Securities for purposes of
resale directly or indirectly to United States Persons or to persons within the
United States or its possessions.

         As used in this Certificate, "UNITED STATES PERSONS" means citizens or
residents of the United States, corporations, partnerships or other entities
created or organized in or under the laws of the United States or any political
subdivision thereof or estates or trusts the income of which is subject to
United States Federal income taxation regardless of its source; "UNITED STATES"
means the United States of America (including the States and the District of
Columbia), its territories, its possessions and other areas subject to its
jurisdiction; and its "possessions" include Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands.

         We further certify that (i) we are not making available herewith for
exchange any portion of the Temporary Global Bearer Security excepted in such
certificates and (ii) as of the date hereof, we have not received any
notification from any of our member organizations to the effect that the
statements made by such member organizations with respect to any portion of the
part submitted herewith for exchange are no longer true and cannot be relied
upon as of the date hereof.


                                      A-1
<Page>

         We understand that this certificate is required in connection with
certain tax laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certificate is or would be relevant, we irrevocably authorize
you to produce this certificate to any interested party in such proceedings. We
agree to retain each statement provided by a member organization for a period of
four calendar years following the year in which the statement is received.

Dated:   [___________]*
         *To be dated no
         earlier than the
         Exchange Date.
                                          [EUROCLEAR BANK S.A./N.V.,
                                          BRUSSELS OFFICE, AS OPERATOR OF
                                          THE EUROCLEAR
                                          CLEARANCE SYSTEM]

                                          [CLEARSTREAM BANKING, SOCIETE ANONYME]



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


                                      A-2
<Page>

                                    EXHIBIT B

                      FORM OF ACCOUNTHOLDER'S CERTIFICATION

                             THE WALT DISNEY COMPANY
                   (incorporated with limited liability under
          the laws of the State of Delaware, United States of America)

                               [CURRENCY][AMOUNT]
                                [TITLE OF NOTES]

This is to certify that as of the date hereof, and except as set forth below,
the above-captioned Securities held by you for our account (a) are owned by
persons that are not (i) citizens or residents of the United States, (ii)
corporations, partnerships or other entities created or organized in or under
the laws of the United States, (iii) estates if the income of such estates falls
within the federal income tax jurisdiction of the United States regardless of
the source of such income, or (iv) trusts if a United States court is able to
exercise primary supervision over their administration and one or more United
States persons have the authority to control all of their substantial decisions
("UNITED STATES PERSONS"), (b) are owned by United States person(s) that (i) are
foreign branches of a United States financial institution (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("FINANCIAL INSTITUTIONS")
purchasing for their own account or for resale, or (ii) acquired the Securities
through foreign branches of United States financial institutions and who hold
the Securities through such United States financial institutions on the date
hereof (and in either case (i) or (ii), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise the issuer or the issuer's agent that, for the benefit of the Issuer and
the Issuer's agent, it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (c) are owned by United States or foreign
financial institution(s) for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163- 5(c)(2)(i)(D)(7)), and in
addition if the owner of the Securities is a United States or foreign financial
institution described in clause (c) (whether or not also described in clause (a)
or (b)) this is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its possessions.

[If the Securities are of the category contemplated in Section 230.903(b)(3) of
Regulation S under the Securities Act of 1933, as amended (the "ACT"), then this
is also to certify that, except as set forth below, the Securities are
beneficially owned by (1) non-U.S. person(s) or (2) U.S. person(s) who purchased
the Securities in transactions which did not require registration under the Act.
As used in this paragraph the term "U.S. PERSON" has the meaning given to it by
Regulation S under the Act.]

As used herein, "United States" means the United States of America (including
the States and the District of Columbia); and its "POSSESSIONS" include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands. We undertake to advise you promptly by tested telex on
or prior to the date on which you intend to submit your certification


                                      B-1
<Page>

relating to the Securities held by you for our account in accordance with your
operating procedures if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this
certification applies as of such date. This certification excepts and does not
relate to [currency] [amount] of such interest in the above Securities in
respect of which we are not able to certify and as to which we understand
exchange and delivery of definitive Securities (or, if relevant, exercise of
any rights or collection of any interest) cannot be made until we do so
certify. This certificate is intended to comply with U.S. Treasury Regulation
Section 1.163-5(c)(2)(i)(D) and shall be interpreted and retained in accordance
therewith. We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or would
be relevant, we irrevocably authorize you to produce this certification to any
interested party in such proceedings.

Dated: [           ]

[NAME OF ACCOUNT HOLDER]
AS, OR AS AGENT FOR,
THE BENEFICIAL OWNER(S) OF THE SECURITIES
TO WHICH THIS CERTIFICATE RELATES.


By: __________________________________
     Authorized signatory