<Page>

                                                                    EXHIBIT 4.3

                             THE WALT DISNEY COMPANY


                             SENIOR 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)......................................................12.3
     (c)......................................................12.3
313  (a).......................................................7.6
     (b).......................................................7.6
     (c).................................................7.6; 12.2
     (d).......................................................7.6
314  (a).................................................4.2; 12.2
     (b)......................................................N.A.
     (c)(1)...................................................12.4
     (c)(2)...................................................12.4
     (c)(3)...................................................N.A.
     (d)......................................................N.A.
     (e)......................................................12.6
     (f).......................................................4.3
315  (a).......................................................7.1
     (b).................................................7.5; 12.2
     (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)......................................................12.1
</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>
<S>                                                                                                              <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................1

       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.........................................................................................6

       Section 2.1        Forms Generally.........................................................................6
       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...................................................................15
       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...........................................................................22
       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...........................................................................................25

       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...................................................................25
       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

ARTICLE IV COVENANTS.............................................................................................27

       Section 4.1        Payment of Securities..................................................................27
       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.....................................................................29

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


                                      ii

<Page>

ARTICLE V SUCCESSOR CORPORATION..................................................................................30

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

ARTICLE VI DEFAULTS AND REMEDIES.................................................................................31

       Section 6.1        Events of Default......................................................................31
       Section 6.2        Acceleration...........................................................................32
       Section 6.3        Other Remedies.........................................................................32
       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................................................35

ARTICLE VII TRUSTEE..............................................................................................36

       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..........................................................37
       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

ARTICLE VIII SATISFACTION AND DISCHARGE..........................................................................40

       Section 8.1        Discharge of Liability on Securities...................................................40
       Section 8.2        Repayment to the Company...............................................................41
       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...............................................................................43

       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


                                      iii

<Page>

       Section 9.7        Effect of Supplemental Indentures......................................................46

ARTICLE X SINKING FUNDS..........................................................................................46

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

ARTICLE XI ACTIONS OF HOLDERS OF SECURITIES......................................................................47

       Section 11.1       Purposes for which Meetings May Be Called..............................................47
       Section 11.2       Call, Notice and Place of Meetings.....................................................47
       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........................................49
       Section 11.7       Actions of Holders Generally...........................................................50

ARTICLE XII MISCELLANEOUS........................................................................................51

       Section 12.1       Trust Indenture Act Controls...........................................................51
       Section 12.2       Notices................................................................................51
       Section 12.3       Communication by Holders with Other Holders............................................53
       Section 12.4       Certificate and Opinion as to Conditions Precedent.....................................53
       Section 12.5       Form of Documents Delivered to Trustee.................................................53
       Section 12.6       Statements Required in Certificate or Opinion..........................................54
       Section 12.7       Separability Clause....................................................................54
       Section 12.8       Rules by Trustee, Paying Agent and Registrar...........................................54
       Section 12.9       Legal Holidays.........................................................................54
       Section 12.10      Governing Law and Jurisdiction.........................................................55
       Section 12.11      No Recourse against Others.............................................................55
       Section 12.12      Successors.............................................................................55
       Section 12.13      Effect of Headings and Table of Contents...............................................55
       Section 12.14      Benefits of Indenture..................................................................55
       Section 12.15      Multiple Originals.....................................................................56



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

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


                                      iv

<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.

                  "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.

                  "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.


                                      2
<Page>

                  "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 12.4 and 12.6, 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 12.4 and 12.6, 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 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.


                                      3

<Page>


                  "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.

                  "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.


                                      4

<Page>


                  "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
        "Defaulted Interest"                                         2.13
        "Event of Default"                                            6.1
        "Exchange Date"                                               2.2
        "Legal Holiday"                                              12.9
        "Notice of Default "                                          6.1
        "Outstanding"                                                2.10
        "Paying Agent"                                                2.5
        "Permanent Global Bearer Security"                            2.2
        "Registrar"                                                   2.5
        "Temporary Global Bearer Security"                            2.2
</Table>



                                      5

<Page>


         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:

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

                  (ii)     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;

                  (iii)    "OR" is not exclusive;

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

                  (v)      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


                                      6

<Page>


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 such series in global form shall be in writing but
need not comply with Section 12.4 or 12.6 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 12.4 or 12.6 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.


                                      7

<Page>


                  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.

                  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


                                      8

<Page>

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;

                  (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;


                                      9

<Page>

                  (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;

                  (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


                                      10

<Page>


         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;

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

                  (23)     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.



                                      11

<Page>


                  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.

                  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

                                      12

<Page>

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:

                  (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


                                      13

<Page>

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 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


                                      14

<Page>


written statement (which need not comply with Section 12.4 or 12.6 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 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


                                      15

<Page>


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.

                  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


                                      16

<Page>

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 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


                                      17

<Page>


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 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.


                                      18

<Page>


                  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 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


                                      19

<Page>

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 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


                                      20

<Page>


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 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


                                      21

<Page>


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 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


                                      22

<Page>


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 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


                                      23

<Page>


         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 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


                                      24

<Page>

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 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.



                                      25

<Page>


                  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
12.2 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; 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.



                                      26

<Page>


                  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.

                                   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


                                      27

<Page>

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 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


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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 12.2, 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.

         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


                                      29

<Page>


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 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


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<Page>

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 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


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<Page>


         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 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


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<Page>

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;

                  (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



                                      33

<Page>

                  (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

         (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.

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<Page>


                  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 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

                  THIRD:  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 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,


                                      35

<Page>

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

                  (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.



                                      36

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         (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 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).


                                      37

<Page>


                  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 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.



                                      38

<Page>

                  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 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


                                      39

<Page>

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

                  (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


                                      40

<Page>


         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 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


                                      41

<Page>

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 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.


                                      42

<Page>


         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:

                  (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


                                      43

<Page>


         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:

                  (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);


                                      44

<Page>

                  (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; or

                  (3)      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 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


                                      45

<Page>

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 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


                                      46

<Page>


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.

         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 12.2, 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


                                      47

<Page>

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.

                  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.


                                      48

<Page>


                  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.

         (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


                                      49

<Page>


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.

         (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


                                      50

<Page>


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.

                                  ARTICLE XII

                                  MISCELLANEOUS

         Section 12.1 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 12.2 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:


                                      51

<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 mailed, to any particular Holder of a Registered
Security shall affect the


                                      52

<Page>


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 12.3 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 12.4 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 12.5 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 stating that the information with respect to
such factual matters is in the possession of


                                      53

<Page>

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 12.6 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 12.7 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 12.8 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 12.9 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 12.10 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 PRINCIPLES OF CONFLICTS OF LAW. THE COMPANY, THE
TRUSTEE, AND EACH


                                      54

<Page>


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 12.11 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 12.12 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 12.13 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 12.14 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.


                                      55

<Page>

         Section 12.15 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:
      --------------------------


                                      56

<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)(v)
("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


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certification 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


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