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                              UTILICORP UNITED INC.

                                       AND

                             BANK ONE TRUST COMPANY, N.A.
                                                  AS TRUSTEE



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



                                    INDENTURE

                           DATED AS OF AUGUST 20, 2001



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



                                  SENIOR NOTES





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                                TABLE OF CONTENTS

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ARTICLE ONE   DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............................1
   SECTION 101. DEFINITIONS........................................................................1
      Act..........................................................................................2
      Affiliate....................................................................................2
      Authenticating Agent.........................................................................2
      Board of Directors...........................................................................2
      Board Resolution.............................................................................2
      Business Day.................................................................................2
      Commission...................................................................................2
      Company......................................................................................2
      Company Request or Company Order.............................................................2
      Corporate Trust Office.......................................................................2
      corporation..................................................................................2
      Defaulted Interest...........................................................................2
      Depositary...................................................................................3
      Event of Default.............................................................................3
      Global Security..............................................................................3
      Holder.......................................................................................3
      Indenture....................................................................................3
      interest.....................................................................................3
      Interest Payment Date........................................................................3
      Maturity.....................................................................................3
      Officers' Certificate........................................................................3
      Opinion of Counsel...........................................................................3
      Original Issue Discount Security.............................................................3
      Outstanding..................................................................................3
      Paying Agent.................................................................................4
      Person.......................................................................................4
      Place of Payment.............................................................................4
      Predecessor Security.........................................................................4
      Redemption Date..............................................................................5
      Redemption Price.............................................................................5
      Regular Record Date..........................................................................5
      Responsible Officer..........................................................................5
      Securities...................................................................................5
      Security Register and Security Registrar.....................................................5
      Special Record Date..........................................................................5
      Stated Maturity..............................................................................5
      Subsidiary...................................................................................5
      Trustee......................................................................................5
      Trust Indenture Act..........................................................................6
      U.S. Government Obligations..................................................................6
      Vice President...............................................................................6


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   SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS...............................................6
   SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.............................................7
   SECTION 104. ACTS OF HOLDERS....................................................................7
   SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY..............................................8
   SECTION 106. NOTICE TO HOLDERS; WAIVER..........................................................8
   SECTION 107. CONFLICT WITH TRUST INDENTURE ACT..................................................9
   SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS...........................................9
   SECTION 109. SUCCESSORS AND ASSIGNS.............................................................9
   SECTION 110. SEPARABILITY CLAUSE................................................................9
   SECTION 111. BENEFITS OF INDENTURE..............................................................9
   SECTION 112. GOVERNING LAW......................................................................9
   SECTION 113. LEGAL HOLIDAYS....................................................................10

ARTICLE TWO   SECURITY FORMS......................................................................10
   SECTION 201. FORMS GENERALLY...................................................................10
   SECTION 202. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION...................................10

ARTICLE THREE   THE SECURITIES....................................................................11
   SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES..............................................11
   SECTION 302. DENOMINATIONS.....................................................................13
   SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING....................................13
   SECTION 304. TEMPORARY SECURITIES..............................................................15
   SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE...............................15
   SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES..................................17
   SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED....................................17
   SECTION 308. PERSONS DEEMED OWNERS.............................................................19
   SECTION 309. CANCELLATION......................................................................19
   SECTION 310. COMPUTATION OF INTEREST...........................................................19

ARTICLE FOUR   SATISFACTION AND DISCHARGE.........................................................19
   SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE...........................................19
   SECTION 402. APPLICATION OF TRUST MONEY........................................................21
   SECTION 403. SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES OF ANY SERIES................21

ARTICLE FIVE   REMEDIES...........................................................................23
   SECTION 501. EVENTS OF DEFAULT.................................................................23
   SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT................................25
   SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE...................26
   SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM..................................................27
   SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.......................27
   SECTION 506. APPLICATION OF MONEY COLLECTED....................................................28
   SECTION 507. LIMITATION ON SUITS...............................................................28
   SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST.........29
   SECTION 509. RESTORATION OF RIGHTS AND REMEDIES................................................29
   SECTION 510. RIGHTS AND REMEDIES CUMULATIVE....................................................29
   SECTION 511. DELAY OR OMISSION NOT WAIVER......................................................30
   SECTION 512. CONTROL BY HOLDERS................................................................30


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   SECTION 513. WAIVER OF PAST DEFAULTS...........................................................30
   SECTION 514. UNDERTAKING FOR COSTS.............................................................30
   SECTION 515. WAIVER OF STAY OR EXTENSION LAWS..................................................31

ARTICLE SIX   THE TRUSTEE.........................................................................31
   SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES...............................................31
   SECTION 602. NOTICE OF DEFAULTS................................................................32
   SECTION 603. CERTAIN RIGHTS OF TRUSTEE.........................................................33
   SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES............................34
   SECTION 605. MAY HOLD SECURITIES...............................................................34
   SECTION 606. MONEY HELD IN TRUST...............................................................34
   SECTION 607. COMPENSATION AND REIMBURSEMENT....................................................34
   SECTION 608. DISQUALIFICATION; CONFLICTING INTERESTS...........................................35
   SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...........................................35
   SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.................................35
   SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR............................................37
   SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.......................38
   SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.................................38
   SECTION 614. AUTHENTICATING AGENTS.............................................................38

ARTICLE SEVEN   HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY..................................40
   SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.........................40
   SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS............................40
   SECTION 703. REPORTS BY TRUSTEE................................................................41
   SECTION 704. REPORTS BY COMPANY................................................................41

ARTICLE EIGHT   CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE..................................42
   SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS..............................42
   SECTION 802. SUCCESSOR CORPORATION TO BE SUBSTITUTED...........................................43

ARTICLE NINE   SUPPLEMENTAL INDENTURES............................................................43
   SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS................................43
   SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS...................................44
   SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES..............................................45
   SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.................................................46
   SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT...............................................46
   SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES................................46

ARTICLE TEN   COVENANTS...........................................................................46
   SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.......................................46
   SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY..................................................46
   SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST................................47
   SECTION 1004. CORPORATE EXISTENCE..............................................................48
   SECTION 1005. MAINTENANCE OF PROPERTIES........................................................48
   SECTION 1006. PAYMENT OF TAXES AND OTHER CLAIMS................................................49
   SECTION 1007. STATEMENT BY OFFICERS AS TO DEFAULT..............................................49
   SECTION 1008. DEFEASANCE OF CERTAIN OBLIGATIONS................................................49
   SECTION 1009. WAIVER OF CERTAIN COVENANTS......................................................50

ARTICLE ELEVEN   REDEMPTION OF SECURITIES.........................................................51


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   SECTION 1101. APPLICABILITY OF ARTICLE.........................................................51
   SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE............................................51
   SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED................................51
   SECTION 1104. NOTICE OF REDEMPTION.............................................................52
   SECTION 1105. DEPOSIT OF REDEMPTION PRICE......................................................52
   SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE............................................53
   SECTION 1107. SECURITIES REDEEMED IN PART......................................................53

ARTICLE TWELVE   SINKING FUNDS....................................................................53
   SECTION 1201. APPLICABILITY OF ARTICLE.........................................................53
   SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES............................54
   SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND........................................54
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                  INDENTURE, dated as of August 24, 2001, between UTILICORP
UNITED INC. , a corporation duly organized and existing under the laws of the
State of Delaware (herein called the "Company"), having its principal office at
20 West Ninth Street, Kansas City, Missouri 64105, and BANK ONE TRUST COMPANY,
N.A., a national banking association duly organized and existing under the laws
of the United States, as Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

                  WHEREAS, the Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of
certain of its unsecured senior notes (herein called the "Securities"), to be
issued in one or more series as in this Indenture provided.

                  WHEREAS, all things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been done.

                  NOW, THEREFORE, THIS INDENTURE WITNESSETH: For and in
consideration of the promises and the purchase of the Securities by the Holders
thereof, the Company and the Trustee mutually covenant and agree, for the equal
and proportionate benefit of all Holders of the Securities or of series thereof,
as follows:

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101.               DEFINITIONS.

                  For all purposes of this Indenture, except as otherwise
expressly provided or unless the context otherwise requires:

                  (1)      the terms defined in this Article have the meanings
         assigned to them in this Article and include the plural as well as the
         singular;

                  (2)      all other terms used herein which are defined in the
         Trust Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (3)      all accounting terms not otherwise defined herein
         have the meanings assigned to them in accordance with generally
         accepted accounting principles as applied in the United States and,
         except as otherwise herein expressly provided, the term "generally
         accepted accounting principles" with respect to any computation
         required or permitted hereunder shall mean such accounting principles
         as are generally accepted in the United States at the date of such
         computation; and

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

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

                  "Act," when used with respect to any Holder, has the meaning
specified in Section 104.

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

                  "Authenticating Agent" means any Person authorized to
authenticate and deliver Securities on behalf of the Trustee pursuant to Section
614.

                  "Board of Directors" means either the board of directors of
the Company or any duly authorized committee of that Board.

                  "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," when used with respect to any Place of
Payment, means each day which is not a Saturday, a Sunday or a day on which
banking institutions in that Place of Payment are authorized or obligated by law
to remain closed.

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

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

                  "Company Request" or "Company Order" means a written request
or order signed in the name of the Company by its Chairman of the Board, its
President or a Vice President, or, if authorized by a power of attorney executed
by any of such officers, by such other person as may be authorized in such power
of attorney, and delivered to the Trustee.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any particular time this Indenture shall be administered,
which at the date hereof is Bank One Trust Company, N.A., 1 Bank One Plaza,
Suite IL1-0823, Chicago, Illinois 60670-0823.

                  "corporation" includes corporations, associations, companies,
limited liability companies and business trusts.

                  "Defaulted Interest" has the meaning specified in Section 307.


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                  "Depositary" means, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 301, which must be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and, if so provided pursuant to Section 301
with respect to the Securities of a series, any successor to such Person. If at
any time there is more than one such Person designated as Depository,
"Depositary" shall mean, with respect to any series of Securities, the
qualifying entity which has been appointed with respect to the Securities of
that series.

                  "Event of Default" has the meaning specified in Section 501.

                  "Global Security" means a Security evidencing all or part of a
series of Securities, issued to the Depositary for such series or its nominee
and registered in the name of such Depositary or nominee.

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

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

                  "interest," when used with respect to an Original Issue
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
becomes due and payable as therein or herein provided, whether at the Stated
Maturity or by declaration herein of acceleration, call for redemption or
otherwise.

                  "Officers' Certificate" means a certificate signed by any one
of the President, a Vice President, the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.

                  "Opinion of Counsel" means a written opinion of counsel, who
may be an employee of or regular counsel for the Company, or may be other
counsel satisfactory to the Trustee.

                  "Original Issue 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 502.

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


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

                           (ii)     Securities, or portions thereof, for whose
                  payment or redemption money in the necessary amount has been
                  theretofore deposited with the Trustee or any Paying Agent
                  (other than the Company) in trust or set aside and segregated
                  in trust by the Company (if the company shall act as its own
                  Paying Agent) for the Holders of such Securities; 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;
                  and

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

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (a) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the Maturity thereof pursuant to Section 502, and (b)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of 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 as described in (b)
above 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.

                  "Paying Agent" means any Person authorized by the Company to
pay the principal of (and premium, if any) or interest on any Securities on
behalf of the Company.

                  "Person" means any individual corporation, partnership,
limited liability company, joint venture, association, joint stock 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 the principal of (and premium, if
any) and interest, if any, on the Securities of that series are payable as
specified in or as contemplated by Section 301.

                  "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,


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for the purposes of this definition, any Security authenticated and delivered
under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

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

                  "Redemption Price," when used with respect to any Security to
be redeemed, means the price at which it is to be redeemed pursuant to this
Indenture, exclusive of accrued and unpaid interest.

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

                  "Responsible Officer," when used with respect to the Trustee,
means any officer assigned to administer corporate trust department matters, and
also means, with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his or her knowledge of and
familiarity with the particular subject.

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

                  "Security Register" and "Security Registrar" have the
respective meanings specified in Section 305.

                  "Special Record Date" for the payment of any Defaulted
interest means a date fixed by the Trustee pursuant to Section 307.

                  "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 as the fixed date on which the principal of such
Security or such installment of principal or interest is due and payable.

                  "Subsidiary" means a corporation more than 50% of the
outstanding voting interests of which is owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries. For the purposes of this definition, "voting interests"
means stock or similar equity interests which ordinarily has voting power for
the election of directors or governing body of the corporation, whether at all
times or only so long as no senior class of stock or similar equity interests
have such voting power by reason of any contingency.

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


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                  "Trust Indenture Act" means the Trust Indenture Act of 1939 as
in force at the date as of which this instrument was executed, except as
provided in Section 905; provided, however, that in the event the Trust
Indenture Act of 1939 is amended, "Trust Indenture Act" shall mean, to the
extent required by any such amendment, the Trust Indenture Act of 1939 as so
amended.

                  "U.S. Government Obligations" means direct obligations of the
United States for the payment of which its full faith and credit is pledged, or
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States and the payment of which is unconditionally
guaranteed by the United States, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of any
such U.S. Government Obligation held by such custodian for the account of a
holder of a depository receipt; provided that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to the
holder of such depository receipt from any amount received by the custodian in
respect of the U.S. Government Obligation or the specific payment of interest on
or principal of the U.S. Government Obligation evidenced by such depository
receipt.

                  "Vice President," when used with respect to the Company or the
Trustee, means any vice president or assistant vice president, whether or not
designated by a number or a word or words added before or after the title "vice
president" or "assistant vice president."

SECTION 102.               COMPLIANCE CERTIFICATES AND OPINIONS.

                  Except as otherwise expressly provided by this Indenture, upon
any application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the Trustee
an Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

                  (2)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

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


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                  (4)      a statement as to whether, in the opinion of each
         such individual, such condition or covenant has been complied with; and

                  (5)      a statement that no Event of Default exists under
         this Agreement.

SECTION 103.               FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 104.               ACTS OF HOLDERS.

                  (a)      Any request, demand, authorization, direction,
notice, consent, waiver or other action provided or permitted by this Indenture
to be given, made 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 agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, where it is hereby, expressly required, to the
Company.

                  Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to, as the "Act" of
the Holders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 601) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

                  Without limiting the generality of the foregoing, unless
otherwise established in or pursuant to a Board Resolution or set forth or
determined in an Officers' Certificate, or established in one or more indentures
supplemental hereto, pursuant to Section 301, a Holder, including a Depositary
that is a Holder of a Global Security, may make, give or take, by a proxy


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or proxies, duly appointed in writing, any request, demand, authorization
direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders, and a Depositary that is a Holder of a
Global Security may provide its proxy or proxies to the beneficial owners of
interests in any such Global Security through such Depositary's standing
instructions and customary practices.

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

                  (c)      The ownership of Securities shall be proved by the
Security Register.

                  (d)      Any request, demand, authorization, direction,
notice, consent, waiver or other Act of the Holder of any Security 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.

SECTION 105.               NOTICES, ETC., TO TRUSTEE AND COMPANY.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Holders or other document provided or permitted by
this Indenture to be made upon, given or furnished to, or filed with,

                  (1)      the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if made, given, furnished or
         filed in writing to or with the Trustee at its Corporate Trust Office,
         Attention: Corporate Trust Administration, or

                  (2)      the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder (unless otherwise herein
         expressly provided) if in writing and mailed, first-class air mail
         postage prepaid, to the Company addressed to its Corporate Secretary at
         the address of its principal office specified in the first paragraph of
         this instrument or at any other address previously furnished in writing
         to the Trustee by the Company.

SECTION 106.               NOTICE TO HOLDERS; WAIVER.

                  Where this Indenture provides for notice to Holders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class postage prepaid, to
each Holder affected by such event, at his address as it appears in the Security
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Holders is given by mail,


                                       8
<Page>

neither the failure to mail such notice, nor any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with
respect to other Holders. 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.

                  In case by reason of the suspension of regular mail service or
by reason of any other cause it shall be impracticable to give such notice by
mail, then such notification as shall be made with the approval of the Trustee
shall constitute a sufficient notification for every purpose hereunder.

SECTION 107.               CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with
any provision of the Trust Indenture Act or another provision hereof which is
required or deemed to be included in this Indenture by any of the provisions of
the Trust Indenture Act, such required provision or the requirement of the Trust
Indenture Act shall control.

SECTION 108.               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 109.               SUCCESSORS AND ASSIGNS.

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

SECTION 110.               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 111.               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, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

SECTION 112.               GOVERNING LAW.

                  This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York without regard to
principles of conflicts of law.


                                       9
<Page>

SECTION 113.               LEGAL HOLIDAYS.

                  In any case where any Interest Payment Date, Redemption Date
or Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest, if any, or principal (and premium, if any) need
not be made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201.               FORMS GENERALLY.

                  The Securities of each series shall be in such form as shall
be established in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon
as may be required to comply with the rules of any securities exchange or
Depositary therefor or as may, consistently herewith, be determined by the
officer or officers executing such Securities, as evidenced by the officer's or
officers' execution of the Securities.

                  The Trustee's certificates of authentication shall be in
substantially the form set forth in this Article.

                  The definitive Securities shall be printed, lithographed or
engraved on steel engraved borders or may be produced in any other manner, all
as determined by the officer or officers executing such Securities, as evidenced
by the officer's or officers' execution of such Securities.

SECTION 202.      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

                                        Bank One Trust Company, N.A., as Trustee


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


                                       10
<Page>

                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301.               AMOUNT UNLIMITED; ISSUABLE IN SERIES.

                  The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited.

                  The Securities may be issued in one or more series and shall
be direct, unsecured obligations of the Company and rank without preference or
priority among themselves and PARI PASSU with all existing and future unsecured
and unsubordinated indebtedness of the Company. There shall be established in or
pursuant to a Board Resolution, and, subject to Section 303, set forth or
determined in the manner provided, in an Officers' Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series:

                  (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 304, 305, 306, 906 or
         1107 and except for any Securities which, pursuant to Section 303, are
         deemed never to have been authenticated and delivered hereunder);

                  (3)      the Person to whom any interest on a Security of the
         series shall be payable, if other than the Person in whose name the
         Security (or one or more Predecessor Securities) is registered at the
         close of business on the Regular Record Date for such interest;

                  (4)      the date or dates on which the principal of the
         Securities of the series is payable;

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

                  (6)      the place or places, if any, in addition to or in the
         place of the office of the Trustee in The City of New York where the
         principal of and premium, if any, and interest, if any, on Securities,
         of the series shall be payable and where such Securities may be
         registered or transferred;

                  (7)      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;


                                       11
<Page>

                  (8)      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, 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, pursuant to such
         obligation;

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

                  (10)     if other than the principal amount thereof, the
         portion of the principal amount of Securities of the series which shall
         be payable upon declaration of acceleration of the Maturity thereof
         pursuant to Section 502;

                  (11)     if other than such coin or currency of the United
         States of America as at the time of payment is legal tender for payment
         of public or private debts, the coin or currency, including composite
         currencies such as the European Currency Unit, in which payment of the
         principal of (and premium, if any) and interest, if any, on the
         Securities of the series shall be payable;

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

                  (13)     if the amount of payments of principal of and
         premium, if any, or interest, if any, on the Securities of the series
         may be determined with reference to an index 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;

                  (14)     any provisions permitted by this Indenture relating
         to Events of Default or covenants of the Company with respect to such
         series of Securities;

                  (15)     if the Securities of the series shall be issued in
         whole or in part in the form of one or more Global Securities, (i)
         whether beneficial owners of interests in any such Global Security may
         exchange such interests for Securities of such series of like tenor and
         of authorized form and denomination and the circumstances under which
         any such changes may occur, if other than in the manner provided in
         Section 305 and (ii) the Depositary for such Global Security or
         Securities;

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


                                       12
<Page>

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

                  (18)     any other terms of the series (which terms shall not
         be inconsistent with the provisions of this Indenture).

                  All Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in
or pursuant to the Board Resolution referred to above and (subject to Section
303) set forth in the Officers' Certificate referred to above or in any such
indenture supplemental hereto.

                  If any of the terms of the series, including the form of
Security of such series, are established by action taken pursuant to a Board
Resolution, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary or other authorized officer of the
Company, and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
series of Securities.

                  Unless otherwise provided, a series may be reopened, without
the consent of the Holders, for increases in the aggregate principal amount of
such series of Securities and issuances of additional Securities of such series;
provided that such additional Securities will rank equally with the Securities
of the series previously issued in all respect (except for the payment of
interest accrued on or prior to the issue date of such additional Securities or
except for the first payment of interest following the issue date of such
additional Securities) so that such additional Securities will be consolidated
and form a single series with the Securities of the series previously issued and
will have the same terms as to status, redemption and otherwise. No additional
Securities may be issued if an Event of Default under the Indenture has occurred
and is continuing with respect to the Securities.

SECTION 302.               DENOMINATIONS.

                  The Securities of each series shall be issuable in registered
form without coupons, except as otherwise expressly provided in a supplemental
indenture hereto, in such denominations as shall be specified as contemplated by
Section 301. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and in integral multiples thereof.

SECTION 303.               EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

                  The Securities shall be executed on behalf of the Company by
its Chairman of the Board, its President or one of its Vice Presidents or other
Person duly authorized by the Board of Directors of the Company, and which need
not be attested or have its corporate seal reproduced thereon. The Securities of
any series shall be executed by such additional officer, if any, as shall be
specified pursuant to Section 301. The signature of any of these officers on the
Securities may be manual or facsimile.


                                       13
<Page>

                  Securities bearing the manual or facsimile signature of any
individual who was at any time the proper officer of the Company shall bind the
Company, notwithstanding that such individual has ceased to hold such office
prior to the authentication and delivery of such Securities or did not hold such
office at the date of authentication of such Securities.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301, 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 (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

                  (a)      that the form of such Securities has been established
         in conformity with the provisions of Section 201 this Indenture;

                  (b)      that the terms of such Securities have been
         established in conformity with the provisions of Section 301 of this
         Indenture; and

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

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
protections or immunities under the Securities and this Indenture or otherwise
in a manner which is not reasonably acceptable to the Trustee.

                  Notwithstanding the provisions of Section 301 and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 301 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at or
prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the time of authentication upon original
issuance of the first Security of such series to be issued.

                  Each Security shall be dated the date of its authentication.

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


                                       14
<Page>

Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture. Notwithstanding the foregoing, if any Security
shall have been authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with a written statement (which
need not comply with Section 102 and need not be accompanied by an Opinion of
Counsel) stating that such Security has never been issued and sold by the
Company, for all purposes of this Indenture such Security shall be deemed never
to have been authenticated and delivered hereunder and shall never be entitled
to the benefits of this Indenture.

SECTION 304.               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 and with such appropriate insertions, omissions, substitutions and
other variations as the officer or officers executing such Securities may
determine, as evidenced by their execution of such Securities.

                  If temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such Series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series 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. Until so exchanged the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

SECTION 305.               REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

                  The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

                  Upon surrender for registration of transfer of any Security of
any series at the office or agency in a Place of Payment for that series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount and tenor.


                                       15
<Page>

                  At the option of the Holder, any Security or Securities of any
series, other than a Global Security may be exchanged for other Securities of
the same series, of any authorized denominations and 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.

                  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.

                  Notwithstanding the foregoing, except as otherwise specified
as contemplated by Section 301, a Global Security of any series shall be
exchangeable pursuant to this Section for Securities registered in the names of
Persons other than the Depositary with respect to such series or its nominee
only as provided in this paragraph. A Global Security shall be exchangeable
pursuant to this Section if (x) such Depositary notifies the Company that it is
unwilling or unable to continue as Depositary for such series or at any time
ceases to be a clearing agency registered as such under the Securities Exchange
Act of 1934, (y) the Company executes and delivers to the Trustee an Officers'
Certificate providing that such Global Security shall be so exchangeable or (z)
there shall have occurred and be continuing an Event of Default with respect to
the Securities of such series. Securities so issued in exchange for a Global
Security shall be of the same series, of like tenor, in authorized denominations
and in the aggregate having the same principal amount as the Global Security to
be exchanged, and shall be registered in such names as the Depositary for such
Global Security shall direct.

                  Notwithstanding any other provision of this Section, a Global
Security may not be transferred except as a whole by the Depositary 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 nominee to a
successor of such Depositary or a nominee of such successor.

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

                  No service charge shall be made to the Holder for any
registration of transfer or exchange of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Securities, other than exchanges pursuant to Section 304, 906 or 1107 not
involving any transfer.

                  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 the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1103 and ending at the close of business on the day of such mailing, or


                                       16
<Page>

(ii) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

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

SECTION 306.               MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

                  If there shall be delivered to the Company and the Trustee (i)
evidence to their satisfaction of the destruction, loss or theft of any Security
and (ii) such security or indemnity as may be required by them to save each of
them and any agent of either of them harmless, then, in the absence of notice to
the company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Trustee shall
authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security, a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding.

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

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

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

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

SECTION 307.               PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

                  Interest on any Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one


                                       17
<Page>

or more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest.

                  Any interest on any Security of any series which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called "Defaulted Interest") shall forthwith cease to be payable to the
Holder on the 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 Security of such series and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this clause provided. Thereupon the Trustee
         shall fix a Special Record Date for the payment of such Defaulted
         Interest which shall be not more than 15 days and not less than 10 days
         prior to the date of the proposed payment and not less than 10 days
         after the receipt by the Trustee of the notice of the proposed payment.
         The Trustee shall promptly notify the Company of such Special 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 Securities of such series 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 of such series (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 Securities of any series in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         such Securities may be listed, and upon such notice as may be required
         by such exchange, if, after notice given by the Company to the Trustee
         of the proposed payment pursuant to this clause, such manner of payment
         shall be deemed practicable by the Trustee.

                  Subject to the foregoing provisions of this Section, 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.


                                       18
<Page>

SECTION 308.               PERSONS DEEMED OWNERS.

                  Prior to due presentment of a 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 Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Section 307) interest, if any, on such Security and for
all other purposes whatsoever, whether or not such Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary. All such payments so made to any
such person, or upon such person's order, shall be valid, and to the extent of
the sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Security.

                  No holder of any beneficial interest in any Global Security
held on its behalf by a Depositary shall have any rights under this Indenture
with respect to such Global Security, and such Depositary may be treated by the
Company, the Trustee, and any agent of the Corporation or the Trustee as the
owner of such Global Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall impair, as between a Depositary and such holders
of beneficial interests, the operation of customary practices governing the
exercise of the rights of the Depositary as holder of any Security.

SECTION 309.               CANCELLATION.

                  All Securities 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 shall be promptly cancelled by it. The Company may at any
time deliver to Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner
whatsoever, and all Securities so delivered shall be promptly cancelled by the
Trustee. No Securities shall be authenticated in lieu of or in exchange for
Securities cancelled as provided in this Section, except as expressly permitted
by this Indenture. All cancelled Securities held by the Trustee shall be
disposed of as directed by a Company Order.


SECTION 310.               COMPUTATION OF INTEREST.

                  Except as otherwise specified as contemplated by Section 301
for Securities of any series, interest, if any, on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401.               SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall upon Company Request cease to be of
further effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly


                                       19
<Page>

provided for), and the Trustee, at the expense of the Company, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture,
when

                  (1)      either (A) all Securities theretofore authenticated
         and delivered (other than (i) Securities which have been destroyed,
         lost or stolen and which have been replaced or paid as provided in
         Section 306 and (ii) Securities 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 1003) have been delivered to the Trustee for
         cancellation; or

                  (B)      all such Securities 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, or

                           (iv)     are deemed paid and discharged pursuant to
                  Section 403, as applicable,

         and the Company, in the case of (i), (ii), (iii) or (iv) above, has
         deposited or caused to be deposited with the Trustee as trust funds in
         trust for the purpose an amount of (a) money in the currency or units
         of currency in which such Securities are payable, or (b) in the case of
         (ii) or (iii) above and (except as provided in an indenture
         supplemental hereto) if no Securities of any series Outstanding are
         subject to repurchase at the option of Holders (I) U.S. Government
         Obligations (denominated in the same currency or units of currency in
         which such Securities are payable) which through the payment of
         interest and principal in respect thereof in accordance with their
         terms will provide not later than one day before the Stated Maturity or
         Redemption Date, as the case may be, money in an amount, or (II) a
         combination of money or U.S. Government Obligations as provided in (I)
         above, in each case, sufficient to pay and discharge the entire
         indebtedness on such Securities not theretofore delivered to the
         Trustee for cancellation, for principal (and premium, if any) and
         interest, if any, 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;

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

                  (3)      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.


                                       20
<Page>

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 607, the
obligations of the Trustee to any Authenticating Agent under Section 614 and, if
money shall have been deposited with the Trustee pursuant to subclause (B) of
clause (1) of this Section or if money or U.S. Government Obligations shall have
been deposited with or received by the Trustee pursuant to Section 403, the
obligations of the Trustee under Section 402 and the last paragraph of Section
1003 shall survive.

SECTION 402.               APPLICATION OF TRUST MONEY.

                  (a)      Subject to the provisions of the last paragraph of
Section 1003, all money or U.S. Government Obligations deposited with the
Trustee pursuant to Section 401, 403 or 1008 and all money received by the
Trustee in respect of U.S. Government Obligations deposited with the Trustee
pursuant to Section 401, 403 or 1008, shall be held in trust and applied by it,
in accordance with the provisions of the Securities and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) to the persons entitled thereto, of the
principal (and premium, if any) and interest, if any, for whose payment such
money has been deposited with or received by the Trustee or to make mandatory
sinking fund payments or analogous payments as contemplated by Section 401, 403
or 1008.

                  (b)      The Company shall pay and shall indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against U.S.
Government Obligations deposited pursuant to Section 401, 403 or 1008 or the
interest and principal received in respect of such obligations other than any
payable by or on behalf of Holders.

                  (c)      The Trustee shall deliver or pay to the Company from
time to time upon Company Request any U.S. Government Obligations or money held
by it as provided in Section 401, 403 or 1008 which, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for
the purpose for which such U.S. Government Obligations or money was deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government Obligations held under this Indenture.

SECTION 403.               SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES
                           OF ANY SERIES.

                  The Company shall be deemed to have paid and discharged the
entire indebtedness on all the Outstanding Securities of any series on the 91st
day after the date of the deposit referred to in subparagraph (e) hereof, and
the provisions of this Indenture, as it relates to such Outstanding Securities
of such series, shall no longer be in effect (and the Trustee, at the expense of
the Company, shall at Company Request execute proper instruments acknowledging
the same), except as to:

                  (a)      the rights of Holders of Securities of such series to
         receive, from the trust funds described in subparagraph (e) hereof, (i)
         payment of the principal of (and premium, if any) and each installment
         of principal of (and premium, if any) or interest, if any, on the
         Outstanding Securities of such series on the Stated Maturity of such
         principal or


                                       21
<Page>

         installment of principal or interest or to and including the Redemption
         Date irrevocably designated by the Company pursuant to subparagraph (i)
         hereof and (ii) the benefit of any mandatory sinking fund payments
         applicable to the Securities of such series on the day of which such
         payments are due and payable in accordance with the terms of this
         Indenture and the Securities of such series;

                  (b)      the Company's obligations with respect to such
         Securities of such series under Sections 305, 306, 1002 and 1003, if
         the Company shall have irrevocably designated a Redemption Date
         pursuant to subparagraph (i) hereof, Sections 1101, 1104 and 1106 as
         they apply to such Redemption Date;

                  (c)      the Company's obligations with respect to the Trustee
         under Section 607; and

                  (d)      the rights, powers, trust and immunities of the
         Trustee hereunder and the duties of the Trustee under Section 402 and,
         if the Company shall have irrevocably designated a Redemption Date
         pursuant to subparagraph (i) hereof, Article Eleven and the duty of the
         Trustee to authenticate Securities of such series on registration of
         transfer or exchange;

PROVIDED that, the following conditions shall have been satisfied:

                  (e)      the Company has deposited or caused to be irrevocably
         deposited (except as provided in Section 402(c) and the last paragraph
         of Section 1003) with the Trustee as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of the Securities of such series, (i) money, in the currency or
         units of currency in which such Securities are payable, in an amount,
         or (ii) (except as provided in a supplemental indenture with respect to
         such series) if Securities of such series are not subject to repurchase
         at the option of Holders, (A) U.S. Government Obligations (denominated
         in the same currency or units of currency in which such Securities are
         payable) which through the payment of interest and principal in respect
         thereof in accordance with their terms will provide not later than one
         day before the due date of any payment referred to in clause (x) or (y)
         of this subparagraph (e) money in an amount or (B) a combination
         thereof, sufficient, in the opinion of a nationally recognized firm of
         independent certified public accountants expressed in a written
         certification thereof delivered to the Trustee, to pay and discharge
         (x) the principal of (and premium, if any) and each installment of
         principal (and premium, if any) and interest, if any, on the
         Outstanding Securities of such series on the Stated Maturity of such
         principal or installment of principal or interest or to and including
         the Redemption Date irrevocably designated by the Company pursuant to
         subparagraph (i) hereof and (y) any mandatory sinking fund payments
         applicable to the Securities of such series on the day on which such
         payments are due and payable in accordance with the terms of this
         Indenture and of the Securities of such series;

                  (f)      the Company has delivered to the Trustee an Opinion
         of Counsel to the effect that such provision would not cause any
         Outstanding Securities of such series then listed on any national
         securities exchange to be delisted as a result thereof;


                                       22
<Page>

                  (g)      no Event of Default or event which with notice or
         lapse of time would become an Event of Default (including by reason of
         such deposit) with respect to the Securities of such series shall have
         occurred and be continuing on the date of such deposit or during the
         period ending on the 91st day after such date;

                  (h)      the Company has delivered to the Trustee an
         unqualified opinion, in form and substance satisfactory to the Trustee,
         of independent counsel selected by the Company and satisfactory to the
         Trustee to the effect that (i) Holders of the securities will not
         recognize income, gain or loss for Federal income tax purposes as a
         result of the deposit, defeasance and discharge and will be subject to
         Federal income tax on the same amounts and in the same manner and at
         the same times as would have been the case if that deposit, defeasance
         and discharge had not occurred and (ii) the defeasance trust is not, or
         is registered as, an investment company under the Investment Company
         Act of 1940;

                  (i)      if the Company has deposited or caused to be
         deposited money or U.S. Government Obligations to pay or discharge the
         principal of (and premium, if any) and interest, if any, on the
         Outstanding Securities of a series to and including a Redemption Date
         on which all of the Outstanding Securities of such series are to be
         redeemed, such Redemption Date shall be irrevocably designated by a
         Board Resolution delivered to the Trustee on or prior to the date of
         deposit of such money or U.S. Government Obligations, and such Board
         Resolution shall be accompanied by an irrevocable Company Request that
         the Trustee give notice of such redemption in the name and at the
         expense of the Company not less than 30 nor more than 60 days prior to
         such Redemption Date in accordance with Section 1104; and

                  (j)      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 the Securities have been complied with.

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501.               EVENTS OF DEFAULT.

                  "Event of Default," wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be affected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (1)      default in the payment of any interest upon any
         Security of that series when it becomes due and payable, and
         continuance of such default for a period of 30 days; or


                                       23
<Page>

                  (2)      default in the payment of the principal of (or
         premium, if any, on) any Security of that series at its Maturity; or

                  (3)      default in the payment of any sinking fund
         installment, when and as due by the terms of a Security of that series;
         or

                  (4)      default in the performance, or breach, of any
         covenant or warranty of the Company in this Indenture (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
         expressly been included in this Indenture solely for the benefit of
         series of Securities other than that series), and continuance of such
         default or breach for a period of 60 days after there has been given,
         by registered or certified mail, to the Company by the Trustee or to
         the Company and the Trustee by the Holders of at least 25% in principal
         amount of the Outstanding Securities of that series a written notice
         specifying such default or breach and requiring it to be remedied and
         stating that such notice is a "Notice of Default" hereunder; or

                  (5)      a default under any bond, debenture, note or other
         evidence of indebtedness for money borrowed by the Company (including a
         default with respect to Securities of any series other than that
         series) or under any mortgage, indenture or instrument under which
         there may be issued or by which there may be secured or evidenced any
         indebtedness for money borrowed by the Company (including this
         Indenture), whether such indebtedness now exists or shall hereafter be
         created which default shall have resulted in such indebtedness in an
         aggregate principal amount exceeding $10,000,000 becoming or being
         declared due and payable prior to the date on which it would otherwise
         have become due and payable, without such acceleration having been
         rescinded or annulled within a period of 30 days after there shall
         have been given, by registered or certified mail, to the Company by the
         Trustee or to the Company and the Trustee by the Holders of at least
         10% in principal amount of the Outstanding Securities of that series a
         written notice specifying such default and requiring the Company to
         cause such acceleration to be rescinded or annulled and stating that
         such notice is a "Notice of Default" hereunder; or

                  (6)      the entry by a court having jurisdiction in the
         premises of (A) a decree or order for relief in respect of the Company
         in an involuntary case or proceeding under any applicable Federal or
         State bankruptcy, insolvency, reorganization or other similar law or
         (B) a decree or order adjudging the Company a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         under applicable United States Federal or State law, 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 winding up or liquidation of its affairs,
         and, the continuance of any such decree or order for relief or any such
         other decree or order unstayed and in effect for a period of 60
         consecutive days; or

                  (7)      the commencement by the Company of a voluntary case
         or proceeding under any applicable Federal or State bankruptcy,
         insolvency or other similar law or


                                       24
<Page>

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

                  (8)      any other Event of Default provided in the
         supplemental indenture or provided in or pursuant to the Board
         Resolution under which such series of Securities is issued or in the
         form of Security for such series.

SECTION 502.               ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

                  If an Event of Default with respect to Securities of any
series at the time Outstanding occurs and is continuing, then in every such case
the Trustee or the Holders of not less than 25% in aggregate principal amount of
the Outstanding Securities of that series may declare the principal amount (or,
if any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

                  At any time after such a declaration of acceleration with
respect to Securities of any series has been made and before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article provided, the Holders of a majority in principal
amount of the Outstanding Securities of that series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

                  (1)      the Company has paid or deposited with the Trustee a
         sum sufficient to pay

                           (A)      all overdue interest, if any, on all
                  Securities of that series,

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

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


                                       25
<Page>

                           (D)      all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (2)      all Events of Default with respect to Securities of
         that series, other than the non-payment of the principal of and accrued
         interest on Securities of that series which have become due solely by
         such declaration of acceleration, have been cured or waived as provided
         in Section 513.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

                  For all purposes under this Indenture, if a portion of the
principal of any Original Issue Discount Securities shall have been accelerated
and declared due and payable pursuant to the provisions hereof, then, from and
after such declaration, unless such declaration has been rescinded and annulled,
the principal amount of such Original Issue Discount Securities shall be deemed,
for all purposes hereunder, to be such portion of the principal thereof as shall
be due and payable as a result of such acceleration, and payment of such portion
of the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

SECTION 503.               COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
                           BY TRUSTEE.

                  The Company covenants that if

                  (1)      default is made in the payment of any interest on any
         Security when such interest becomes due and payable and such default
         continues for a period of 30 days, or

                  (2)      default is made in the payment of the principal of or
         premium, if any, on any Security at the Maturity thereof,

the Company will, upon written demand of the Trustee, pay to it, for the benefit
of the Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, if any, and, to the
extent that payment of such interest shall be legally enforceable, interest and
on any overdue principal (and premium, if any) and on any overdue interest, 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 the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

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


                                       26
<Page>

                  If any Event of Default with respect to Securities of any
series occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders of Securities of
such series by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any such rights.

SECTION 504.               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,

                  (1)      to file and prove a claim for the whole amount of
         principal (and premium, if any) 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
         Trustees (including any claim for the reasonable compensation,
         expenses, disbursements and advances of the Trustee, its agents and
         counsel) and of the Holders allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any 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 607.

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

SECTION 505.               TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
                           SECURITIES.

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


                                       27
<Page>

SECTION 506.               APPLICATION OF MONEY COLLECTED.

                  Any money collected by the Trustee pursuant to this Article
shall be applied in the following order with respect to the Securities of any
series, at the date or dates fixed by the Trustee and in case of the
distribution of such money an account of principal (or premium, if any) or
interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts due the Trustee under
         Section 607;

                  SECOND: In case the principal and premium, if any, of the
         Securities of such series in respect of which moneys have been
         collected shall not have become and be then due and payable, to the
         payment of interest, if any, on the Securities of such series in
         default in the order of the maturity of the installments of such
         interest, with interest (to the extent that such interest has been
         collected by the Trustee and to the extent permitted by law) upon the
         overdue installments of interest at the rate prescribed therefor in
         such Securities such payments to be made ratably to the Persons
         entitled thereto, without discrimination or preference;

                  THIRD: In case the principal or premium, if any, of the
         Securities of such series in respect of which moneys have been
         collected shall have become and shall be then due and payable, to the
         payment of the whole amount then owing and unpaid upon all the
         Securities of such series for principal and premium, if any, and
         interest, if any, with interest upon the overdue principal and premium,
         if any, and (to the extent that such interest has been collected by the
         Trustee and to the extent permitted by law) upon overdue installments
         of interest at the rate prescribed therefor in the Securities of such
         series; and in case such moneys shall be insufficient to pay in full
         the whole amount so due and unpaid upon the Securities of such series,
         then to the payment of such principal and any premium and interest,
         without preference or priority of principal over interest, or of
         interest over principal or premium, or of any installment of interest
         over any other installment of interest, or of any Security of such
         series over any other Security of such series, ratably to the aggregate
         of such principal and any premium and accrued and unpaid interest; and

                  FOURTH: To the payment of the remainder, if any, to the
         Company or any other Person lawfully entitled thereto.

SECTION 507.               LIMITATION ON SUITS.

                  No Holder of any Security of any series shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless

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


                                       28
<Page>

                  (2)      the Holders of not less than 25% in principal amount
         of the Outstanding Securities of that series shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

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

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

                  (5)      no direction inconsistent with such written request
         has been given to the Trustee during such 60-day period by the Holders
         of a majority in principal amount of the Outstanding Securities of that
         series;

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

SECTION 508.               UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
                           PREMIUM AND INTEREST.

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

SECTION 509.               RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510.               RIGHTS AND REMEDIES CUMULATIVE.

                  Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 306, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or


                                       29
<Page>

remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

SECTION 511.               DELAY OR OMISSION NOT WAIVER.

                  No delay or omission of the Trustee or of any Holder of any
Securities to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by this
article or by law to the Trustee or to the Holders may be exercised from time to
time, and as often as may be deemed expedient, by the Trustee or by the Holders,
as the case may be.

SECTION 512.               CONTROL BY HOLDERS.

                  The Holders of a majority in principal amount of the
Outstanding Securities of any series shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the Securities of such series, provided that

                  (1)      such direction shall not be in conflict with any rule
         of law or with this Indenture, and

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

SECTION 513.               WAIVER OF PAST DEFAULTS.

                  The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of any series may on behalf of the Holders
of all the Securities of such series waive any past default hereunder with
respect to such series and its consequences except a default

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

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

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

SECTION 514.               UNDERTAKING FOR COSTS.

                  All parties to this Indenture agree, and each Holder of any
Security by his acceptance thereof shall be deemed to have agreed, that any
court may in its discretion require, in


                                       30
<Page>

any suit for the enforcement of any right or remedy under this Indenture, or in
any suit against the Trustee for any action taken or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder, or group
of Holders, holding in the aggregate more than 10% in principal amount of the
Outstanding Securities of any series, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of or premium, if any, or
interest, if any, on any Security on or after the Stated maturity or Maturities
expressed in such Security (or, in the case of redemption, on or after the
Redemption Date).

SECTION 515.               WAIVER OF STAY OR EXTENSION LAWS.

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

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601.               CERTAIN DUTIES AND RESPONSIBILITIES.

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

                  (1)      the Trustee undertakes to perform such duties and
         only such duties as are specifically set forth in this Indenture, and
         no implied covenants or obligations shall be read into this Indenture
         against the Trustee; 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; but in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the same
         to determine whether or not they conform to the requirements of this
         Indenture.

                  (b)      In case an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers vested in
it by this Indenture, and use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.


                                       31
<Page>

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

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

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

                  (3)      the Trustee shall not be liable with respect to any
         action taken or omitted to be taken by it in good faith in accordance
         with the direction of the Holders of a majority in principal amount of
         the Outstanding Securities of any series, determined as provided in
         Section 512, relating to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee, or exercising any
         trust or power conferred upon the Trustee, under this Indenture with
         respect to the Securities of such series; and

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

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

SECTION 602.               NOTICE OF DEFAULTS.

                  Within 90 days after the occurrence of any default hereunder
with respect to the Securities of any series, the Trustee shall transmit by mail
to all Holders of Securities of such series, as their names and addresses appear
in the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; PROVIDED, HOWEVER, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest, if any, on any security of such series or in the payment of
any sinking fund installment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and PROVIDED, FURTHER, that in the case of any default of the character
specified in Section 501(4) with respect to Securities of such series, no such
notice to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "default" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.


                                       32
<Page>

SECTION 603.               CERTAIN RIGHTS OF TRUSTEE.

                  Subject to the provisions of Section 601:

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

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

                  (c)      whenever in the administration of this Indenture the
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, rely upon an Officers' Certificate;

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

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

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

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


                                       33
<Page>

SECTION 604.               NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
                           SECURITIES.

                  The recitals contained herein and in the Securities, except
the Trustee's certificates of authentication, shall be taken as the statements
of the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trust makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof.

SECTION 605.               MAY HOLD SECURITIES.

                  The Trustee, any Authenticating Agent, any paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613, may otherwise deal with the Company with the same rights
it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 606.               MONEY HELD IN TRUST.

                  Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

SECTION 607.               COMPENSATION AND REIMBURSEMENT.

                  The Company agrees

                  (1)      to pay to the Trustee from time to time such
         compensation as is agreed upon in writing, or, if no such agreement
         exists, 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);

                  (2)      except as otherwise expressly provided herein, 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 and disbursements of its
         agents and counsel, which compensation, expenses and disbursements
         shall be set forth in sufficient detail), except any such expense,
         disbursement or advance as may be attributable to its negligence or bad
         faith; and

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


                                       34
<Page>

SECTION 608.               DISQUALIFICATION; CONFLICTING INTERESTS.

                  The Trustee for the Securities of any series issued hereunder
shall be subject to the provisions of Section 310(b) of the Trust Indenture Act
during the period of time provided for therein. In determining whether the
Trustee has a conflicting interest as defined in Section 310(b) of the Trust
Indenture Act with respect to the Securities of any series, there shall be
excluded for purposes of the conflicting interest provisions of such Section
310(b) the Securities of every other series issued under this Indenture. Nothing
herein shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act.

SECTION 609.               CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

                  There shall at all times be a Trustee hereunder which shall be
a corporation organized and doing business under the laws of the United States
of America, any state thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 and subject to supervision or examination by Federal or
State authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

SECTION 610.               RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

                  (a)      No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall become
effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 611.

                  (b)      The Trustee may resign at any time with respect to
the Securities of one or more series by giving written notice thereof to the
Company, specifying the date upon which the resignation is to take effect. If
the instrument of acceptance by a successor Trustee required by Section 611
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Securities of such series.

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

                  (d)      If at any time:

                  (1)      the Trustee shall fail to comply with Section 310(b)
         of the Trust Indenture Act pursuant to Section 608 with respect to any
         series of Securities after written request


                                       35
<Page>

         therefor by the Company or by any Holder who has been a bona fide
         Holder of a Security for at least six months, or

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

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself or herself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Securities and the appointment of a successor Trustee or Trustees.

                  (e)      If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Trustee for
any cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees with
respect to the Securities of that or those series (it being understood that any
such successor Trustee may be appointed with respect to the Securities of one or
more or all of such series and that at any time there shall be only one Trustee
with respect to the Securities of any particular series) and shall comply with
the applicable requirements of Section 611. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 611, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself or
herself and all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

                  (f)      The Company shall give notice of each resignation and
each removal of the Trustee with respect to the Securities of any series and
each appointment of a successor Trustee with respect to the Securities of any
series by mailing written notice of such event by first-class mail, postage
prepaid, to all Holders of Securities of such series as their names and
addresses appear in the Security Register. Each notice shall include the name of
the successor Trustee with respect to the Securities of such series and the
address of its Corporate Trust Office.


                                       36
<Page>

SECTION 611.               ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

                  (b)      In case of the appointment hereunder of a successor
Trustee with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such appointment
and which (1) shall contain such provisions as shall be necessary or desirable
to transfer and confirm to, and to vest in, each successor Trustee all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustee's
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.

                  (c)      Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights, powers and
trusts referred to in paragraph (a) or (b) of this Section, as the case may be.

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


                                       37
<Page>

SECTION 612.               MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
                           BUSINESS.

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

SECTION 613.               PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  If and when the Trustee shall be or become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

SECTION 614.               AUTHENTICATING AGENTS.

                  From time to time the Trustee, in its sole discretion, may
appoint one or more Authenticating Agents with respect to one or more series of
Securities with power to act on the Trustee's behalf and subject to its
direction in the authentication and delivery of Securities of such series or in
connection with transfers and exchanges under Sections 304, 305, 306 and 1107 as
fully to all intents and purposes as though the Authenticating Agent had been
expressly authorized by those Sections of this Indenture to authenticate and
deliver Securities of such series. For all purposes of this Indenture, the
authentication and delivery of Securities by an Authenticating Agent pursuant to
this Section shall be deemed to be authentication and delivery of such
Securities "by the Trustee." Each such Authenticating Agent shall be acceptable
to the Company and shall at all times be a corporation organized and doing
business under the laws of the United States, any State thereof or the District
of Columbia, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least $50,000,000 and subject to
supervision or examination by Federal, State or District of Columbia authority.
If such corporation publishes reports of condition at least annually pursuant to
law or the requirements of such authority, then for the purposes of this Section
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time an Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this
Section.

                  Any corporation into which any Authenticating Agent may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation, or to which any Authenticating Agent shall be a
party, or any corporation succeeding to the corporate trust business of any
Authenticating Agent, shall be the successor of the Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section, without


                                       38
<Page>

the execution or filing of any paper or any further act on the part of the
parties hereto or the Authenticating Agent or such successor corporation.

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

                  The Company agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services under this Section.

                  The Trustee shall incur no liability for the appointment of
any Authenticating Agent with respect to the Securities of one or more series or
for any misconduct or negligence of such Authenticating Agent, including without
limitation, its authentication of the Securities upon original issuance or
pursuant to Section 306. In the event the Trustee does incur liability for any
such misconduct or negligence of the Authenticating Agent, the Company agrees to
indemnify the Trustee for, and hold it harmless against, any such liability,
including the costs and expenses of defending itself against any liability in
connection with such misconduct or negligence of the Authenticating Agent.

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

                  This is one of the Securities of the series designated herein
referred to in the within-mentioned indenture.

                                       By      BANK ONE TRUST COMPANY, N.A.
                                         ---------------------------------------
                                                       As Trustee


                                       By
                                         ---------------------------------------
                                                 As Authenticating Agent


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


                                       39
<Page>

                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.               COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                           HOLDERS.

                  The Company will furnish or cause to be furnished to the
Trustee with respect to the Securities of each series

                  (a)      semi-annually, not later than 15 days after each
         Regular Record Date, or, in the case of any series of Securities on
         which semi-annual interest is not payable, not more than 15 days after
         such semi-annual dates as may be specified by the Trustee, a list, in
         such form as the Trustee may reasonably require, of the names and
         addresses of the Holders as of such Regular Record Date or semi-annual
         date, as the case may be, and

                  (b)      at such other times as the Trustee may request in
         writing, within 30 days after the receipt by the Company of any such
         request, a list of similar form and content as of a date not more than
         15 days prior to the time such list is furnished; PROVIDED, HOWEVER,
         that so long as the Trustee is Security Registrar for any series of
         Securities, no such list shall be required to be furnished with respect
         to any such series.

SECTION 702.               PRESERVATION OF INFORMATION; COMMUNICATIONS TO
                           HOLDERS.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Holders contained in the
most recent list furnished to the Trustee as provided in Section 701 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 701 upon receipt of a new list so furnished.

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

                           (i)      afford such applicants access to the
                  information preserved at the time by the Trustee in accordance
                  with Section 702(a), or

                           (ii)     inform such applicants as to the approximate
                  number of Holders whose names and addresses appear in the
                  information preserved at the time by the Trustee in accordance
                  with Section 702(a), and as to the approximate cost of mailing
                  to such Holders the form of proxy or other communication, if
                  any, specified in such application.


                                       40
<Page>

                  If the Trustee shall elect not to afford such applicants
access to such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 702(a) a copy of
the form of proxy or other communication which is specified in such request,
with reasonable promptness after a tender to the Trustee of the material to be
mailed and of payment, or provision for the payment of the reasonable expenses
of mailing, unless within five days after such tender the Trustee shall mail to
such applicants and file with the Commission, together with a copy of the
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

                  (c)      Every Holder of Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of the
Holders in accordance with Section 702(b), regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Section
702(b).

SECTION 703.               REPORTS BY TRUSTEE.

                  (a)      The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto.

                  (b)      A copy of each such report shall, at the time of such
transmission to Holders, be filed by the Trustee with each stock exchange upon
which any Securities are listed, with the Commission and with the Company. The
Company will notify the Trustee promptly when any Securities are listed on any
national stock exchange or any delisting thereof.

SECTION 704.               REPORTS BY COMPANY.

                  The Company shall:

                  (1)      file with the Trustee, within 15 days after the
         Company is required to file the same with the Commission, copies of the
         annual reports and of the information, documents and other reports (or
         copies of such portions of any of the foregoing as the Commission may
         from time to time by rules and regulations prescribe) which the Company
         may be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934; or, if the
         Company is not required to file


                                       41
<Page>

         information, documents or reports pursuant to either of said Sections,
         then it shall file with the Trustee and the Commission, in accordance
         with rules and regulations prescribed from time to time by the
         Commission such of the supplementary and periodic information,
         documents and reports which may be required pursuant to Section 13 of
         the Securities Exchange Act of 1934 in respect of a security listed and
         registered on a national securities exchange as may be prescribed from
         tine to time in such rules and regulations;

                  (2)      file with the Trustee and the Commission, in
         accordance with rules and regulations prescribed from time to time by
         the Commission, such additional information, documents and reports with
         respect to compliance by the Company with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations; and

                  (3)      transmit by mail to all Holders, as their names and
         addresses appear in the Security Register, within 30 days after the
         filing thereof with the Trustee, such summaries of any information,
         documents and reports required to be filed by the Company pursuant to
         paragraphs (1) and (2) of this Section as may be required by rules and
         regulations prescribed from time to time by the Commission.

                                  ARTICLE EIGHT

                CONSOLIDATION, MERGER, CONVEYANCE, SALE OR LEASE

SECTION 801.               COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

                  The Company shall not consolidate with or merge into any other
Person or convey, transfer or lease its properties and assets substantially as
an entirety to any Person, and the Company shall not permit any Person to
consolidate with or merge into the Company or convey, transfer or lease its
properties and assets substantially as an entirety to the Company, unless:

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

                  (2)      immediately after giving effect to such transaction
         and treating any indebtedness which becomes an obligation of the
         Company or a Subsidiary as a result of such transaction as having been
         incurred by the Company or such Subsidiary at the time of


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         such transaction, no Event of Default, and no event which, after notice
         or lapse of time or both, would become an Event of Default shall have
         happened and be continuing;

                  (3)      if, as a result of any such consolidation or merger
         or such conveyance, transfer or lease, properties or assets of the
         Company would become subject to a mortgage, pledge, lien, security
         interest or other encumbrance which would not be permitted by this
         Indenture, the Company or such successor corporation or Person, as the
         case may be, shall take such steps as shall be necessary effectively to
         secure the Securities equally and ratably with (or prior to) all
         indebtedness secured thereby; and

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

SECTION 802.               SUCCESSOR CORPORATION TO BE SUBSTITUTED.

                  Upon any consolidation by the Company with or merger by the
Company into any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 801, the successor corporation formed by such consolidation or into
which the Company is merged or 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 corporation had been named as the Company herein, and thereafter,
except in the case of a lease, the predecessor corporation shall be relieved of
all obligations and covenants under this Indenture and the Securities.

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901.               SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

                  Without the consent of any Holders, the Company and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

                  (1)      to evidence the succession of another corporation to
         the Company and the assumption by any such successor of the covenants
         and obligations of the Company herein and pursuant to Article 8;

                  (2)      to add to the covenants of the Company for the
         benefit of the Holders of all or any series of Securities (and if such
         covenants are to be for the benefit of less than all series of
         Securities, stating that such covenants are expressly being included
         solely for the benefit of such series) or to surrender any right or
         power herein conferred upon the Company;


                                       43
<Page>

                  (3)      to add any additional Events of Default;

                  (4)      to add to or change any of the provisions of this
         Indenture to such extent as shall be necessary to permit or facilitate
         the issuance of Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons, or
         to permit or facilitate the issuance of Securities in uncertificated
         form, or to permit or facilitate the issuance of extendible or
         remarketed Securities;

                  (5)      to change or eliminate any of the provisions of this
         Indenture, PROVIDED that any such change or elimination shall become
         effective only as to the Securities of any series created by such
         supplemental indenture and Securities of any series subsequently
         created to which such change or elimination is made applicable by the
         subsequent supplemental indenture creating such series;

                  (6)      to secure the Securities;

                  (7)      to establish the form or terms of Securities of any
         series as permitted by Sections 201 and 301;

                  (8)      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 611(b);

                  (9)      to provide for any rights of the Holders of
         Securities of any series to require the repurchase of Securities of
         such series by the Company;

                  (10)     to cure any ambiguity, to correct or supplement any
         provision herein which may be inconsistent with any other provision
         herein, or to make any other provisions with respect to matters or
         questions arising under this Indenture, PROVIDED such action shall not
         adversely affect the interests of the Holders of Securities of any
         series in any material respect; or

                  (11)     to modify, alter, amend or supplement this Indenture
         in any other respect which is not materially adverse to Holders, which
         does not involve a change described in clause (1), (2) or (3) of
         Section 902 hereof and which, in the judgment of the Trustee, is not to
         the prejudice of the Trustee, including, without limitation, to provide
         for the duties, responsibilities and compensation of the Trustee as a
         transfer agent in the event one registered Security of any series is
         issued in the aggregate principal amount of all Outstanding Securities
         of such series in which Holders will hold an interest.

SECTION 902.               SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

                  With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of all series affected
by such supplemental indenture (voting as one class), by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee may enter into


                                       44
<Page>

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
Securities of such series under this Indenture; PROVIDED, HOWEVER, that no such
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, if any, on, any Security, or
         reduce the principal amount thereof or the rate of interest thereon or
         any premium payable upon the redemption thereof, or reduce the amount
         of the principal of an Original Issue Discount Security that would be
         due and payable upon a declaration of acceleration of the Maturity
         thereof pursuant to Section 502, or change any Place of Payment where,
         or the coin or currency in which, any Security or any premium or the
         interest thereon is payable, or impair the right to institute suit for
         the enforcement of any such payment on or after the Stated Maturity
         thereof (or, in the case of redemption, on or after the Redemption
         Date), or

                  (2)      reduce the percentage in principal amount of the
         Outstanding Securities of any series, the consent of whose Holders is
         required for any such 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) provided for in this Indenture, or

                  (3)      modify any of the provisions of this Section, Section
         513 or Section 1009, except to increase any such percentage or 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, PROVIDED, HOWEVER, that this
         clause shall not be deemed to require the consent of any Holder with
         respect to changes in the references to "the Trustee" and concomitant
         changes in this Section, or the deletion of this proviso, in accordance
         with the requirements of Sections 611(b) and 901(8).

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 any Act of Holders under this
Section to approve the particular form of any proposed supplemental indenture,
but it shall be sufficient if such Act shall approve the substance thereof.

SECTION 903.               EXECUTION OF SUPPLEMENTAL INDENTURES.

                  In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this Article or the modifications
thereby of the trusts created by this Indenture, the Trustee shall be entitled
to receive, and (subject to Section 601) shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be


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<Page>

obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

SECTION 904.               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.

SECTION 905.               CONFORMITY WITH TRUST INDENTURE ACT.

                  Every supplemental indenture executed pursuant to this Article
shall conform to the requirements of the Trust Indenture Act as then in effect.

SECTION 906.               REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

                  Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and shall
if required by the Trustee, bear a notation in form approved by the Trustee as
to any matter provided for in such supplemental indenture. If the Company shall
so determine, new Securities of any series so modified as to conform in the
opinion of the Trustee and the Company, to any such supplemental indenture may
be prepared and executed by the Company and authenticated and delivered by the
Trustee in exchange for outstanding Securities of such series.

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001.              PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

                  The Company covenants and agrees for the benefit of each
series of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest, if any, on the Securities of that series in
accordance with the terms of the Securities and this Indenture.

SECTION 1002.              MAINTENANCE OF OFFICE OR AGENCY.

                  The Company will maintain in each Place of Payment for any
series of Securities 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. The Company will give prompt written notice to the
Trustee of the location and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and, in such event, the Trustee shall act
as the Company's agent to receive such presentations, surrenders, notices and
demands.


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<Page>

                  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 each Place of Payment 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 1003.              MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

                  If the Company shall at any time act as its own Paying Agent
with respect to any series of Securities, it will, on or before each due date of
the principal of (and premium, if any) or interest, if any, on any of the
Securities of that series, segregate and hold in trust for the benefit of the
Persons entitled thereto a sum sufficient to pay the principal (and premium, if
any) or interest, if any, so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

                  Whenever the Company shall have one or more Paying Agents for
any series of Securities, it will, no later than 10:00 a.m., New York time, on,
or, prior to, each due date of the principal of (and premium, if any) or
interest, if any, on any Securities of that series, deposit with a Paying Agent
a sum in immediately available funds sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its failure so to act.

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

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

                  (2)      give the Trustee notice of any default by the Company
         (or any other obligor upon the Securities of that series) in the making
         of any payment of principal (and premium, if any) or interest, if any,
         on the Securities of that series; and

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

                  The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same trusts as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the


                                       47
<Page>

Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

                  The Issuer initially authorizes the Trustee to act as Paying
Agent for the Securities on its behalf and as agent of the Issuer where notices
and demands to or upon the Company in respect of the Securities and this
Indenture may be served. The Issuer may at any time and from time to time
authorize one or more Persons to act as Paying Agent or as such agent in
addition to or in place of the Trustee with respect to any series of Securities
issued under this Indenture.

                  Any money deposited with the Trustee or any Paying Agent, or
then held by the Company, in trust for the payment of the principal of (and
premium, if any) or interest, if any, on any Security of any series and
remaining unclaimed for three years after such principal (and premium, if any)
or interest has become due and payable shall be paid to the Company on Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in the City, County and State of New
York, 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,
any unclaimed balance of such money then remaining will be repaid to the
Company.

SECTION 1004.              CORPORATE EXISTENCE.

                  Subject to Article Eight, the Company will do or cause to be
done all things necessary to preserve and keep in full force and effect its
corporate existence and will use its best efforts to do or cause to be done all
things necessary to preserve and keep in full force and effect its rights
(charter and statutory) and franchises; PROVIDED, HOWEVER, that the Company
shall not be required to preserve any such right or franchise if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and that the loss thereof is not
disadvantageous in any material respect to the Holders.

SECTION 1005.              MAINTENANCE OF PROPERTIES.

                  The Company will cause all properties used or useful in the
conduct of its business or the business of any Subsidiary to be maintained and
kept in good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs; renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; PROVIDED,
HOWEVER, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.


                                       48
<Page>

SECTION 1006.              PAYMENT OF TAXES AND OTHER CLAIMS.

                  The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; PROVIDED,
HOWEVER, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

SECTION 1007.              STATEMENT BY OFFICERS AS TO DEFAULT.

                  So long as any of the Securities remain outstanding, the
Company will deliver to the Trustee on or before May 15, 2002, and on May 15 in
each year thereafter, an Officers' Certificate stating that in the course of the
performance by each signer of his or her duties as an officer of the Company he
or she would normally have knowledge of any default by the Company in the
performance and observance of any of the covenants or conditions contained in
this Indenture, stating whether or not such signer has knowledge of any such
default and, if so, specifying each such default of which such signer has
knowledge and the nature thereof. Such certificate need not include a reference
to any non-compliance that has been fully cured prior to the date as of which
such certificate speaks.

SECTION 1008.              DEFEASANCE OF CERTAIN OBLIGATIONS.

                  The Company may omit to comply with any term, provision or
condition set forth in Sections 801, 1004, 1005 and 1006 with respect to the
Securities of any series, provided that the following conditions shall have been
satisfied:

                  (1)      The Company has deposited or caused to be irrevocably
         deposited (except as provided in Section 402(c) and the last paragraph
         of Section 1003) with the Trustee (specifying that each deposit is
         pursuant to this Section 1008) as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of the Securities of such series, (i) money in the currency or
         units of currency in which such Securities are payable in an amount, or
         (ii) (except as provided in a supplemental indenture with respect to
         such series) if Securities of such series are not subject to repurchase
         at the option of Holders, (A) U.S. Government Obligations (denominated
         in the same currency or units of currency in which such Securities are
         payable) which through the payment of interest and principal in respect
         thereof in accordance with their terms will provide not later than one
         day before the due date of any payment referred to in clause (x) or (y)
         of this subparagraph (1) money in an amount, or (B) a combination
         thereof, sufficient, in the opinion of a nationally recognized firm of
         independent certified public accountants expressed in a written
         certification thereof delivered to the Trustee, to pay and discharge
         (x) the principal of (and premium, if any) and each installment of
         principal (and premium, if any) and interest, if any, on the
         Outstanding Securities of such series on the Stated Maturity of such
         principal or installment of principal or interest or to and including
         the Redemption Date irrevocably designated by the Company pursuant to


                                       49
<Page>

         subparagraph (4) of this Section and (y) any mandatory sinking fund
         payments applicable to the Securities of such series on the day on
         which payments are due and payable in accordance with the terms of the
         Indenture and of the Securities of such series;

                  (2)      No Event of Default or event which with notice or
         lapse of time would become an Event of Default (including by reason of
         such deposit) with respect to the Securities of such series shall have
         occurred and be continuing on the date of such deposit;

                  (3)      The Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect (i) that Holders of the Securities of
         such series will not recognize income, gain or loss for Federal income
         tax purposes as a result of such deposit and defeasance of certain
         obligations; (ii) that such provision would not cause any outstanding
         Securities of such series then listed on any national securities
         exchange to be delisted as a result thereof; and (iii) that the
         defeasance trust is not, or is registered as, an investment company
         under the Investment Company Act of 1940; and

                  (4)      If the Company has deposited or caused to be
         deposited money or U.S. Government Obligations to pay or discharge the
         principal of (and premium, if any) and interest, if any, on the
         Outstanding Securities of a series to and including a Redemption Date
         on which all of the Outstanding Securities of such series are to be
         redeemed, such Redemption Date shall be irrevocably designated by a
         Board Resolution delivered to the Trustee on or prior to the date of
         deposit of such money or U.S. Government obligations, and such Board
         Resolution shall be accompanied by an irrevocable Company Request that
         the Trustee give notice of such redemption in the name and at the
         expense of the Company not less than 30 nor more than 60 days prior to
         such Redemption Date in accordance with Section 1104.

SECTION 1009.              WAIVER OF CERTAIN COVENANTS.

                  The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Section 1004 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in aggregate principal amount of the Outstanding Securities
of such series shall, by Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such term, provision or
condition but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived and until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.


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                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101.              APPLICABILITY OF ARTICLE.

                  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 301 for Securities of any
series) in accordance with this Article.

SECTION 1102.              ELECTION TO REDEEM; NOTICE TO TRUSTEE.

                  The election of the Company to redeem any Securities shall be
evidenced by an Officers' Certificate. In case of any redemption at the election
of the Company of less than all the Securities of any series, the Company shall,
at least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of such
Redemption Date and of the principal amount of Securities of such series to be
redeemed, such notice to be accompanied by a written statement signed by an
authorized officer of the Company stating that no defaults in the payment of
interest or Events of Default with respect to the Securities of that series have
occurred (which have not been waived or cured) in the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

SECTION 1103.              SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

                  If less than all the Securities of any series are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which 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 Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series.

                  Securities shall be excluded from eligibility for selection
for redemption if they are identified by registration and certificate number in
a written statement signed by an authorized officer of the Company and delivered
to the Security Registrar at least 60 days prior to the Redemption Date as being
owned of record and beneficially by, and not pledged or hypothecated by either
(a) the Company or (b) an entity specifically identified in such written
statement which is an Affiliate of the Company.

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


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

SECTION 1104.              NOTICE OF REDEMPTION.

                  Notice of redemption shall be given by first-class mail,
postage prepaid, mailed not less than 30 nor more than 60 days prior to the
Redemption Date, to each Holder of Securities to be redeemed, at his address
appearing in the Security Register.

                  All notices of redemption shall state:

                  (1)      the Redemption Date,

                  (2)      the Redemption Price,

                  (3)      if less 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 Security
         to be redeemed,

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

                  (5)      the place or places where such Securities 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.

                  Notice of redemption of Securities to be redeemed at the
election of the Company shall be given by the Company or, at the Company's
request, by the Trustee in the name and at the expense of the Company.

SECTION 1105.              DEPOSIT OF REDEMPTION PRICE.

                  On, in the case of same day funds, or in all other cases at
least one Business Day prior to any Redemption Date, the Company shall deposit
or cause to be deposited with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date
(to the extent that such amounts are not already on deposit at such time in
accordance with the provisions of Section 401, 403 or 1008).


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SECTION 1106.              SECURITIES PAYABLE ON REDEMPTION DATE.

                  Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued and unpaid interest) such Securities shall cease to bear interest upon
surrender of any such Security for redemption in accordance with said notice,
such Security shall be paid by the Company at the Redemption Price, together
with accrued and unpaid interest to the Redemption Date; PROVIDED, HOWEVER, that
installments of interest 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 Record Dates according to their terms and the provisions of Section
307.

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

SECTION 1107.              SECURITIES REDEEMED IN PART.

                  Any Security (including any Global 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
the Company shall execute, and the Trustee shall deliver to the Holder of such
Security without service charge, a new Security or Securities of the same series
of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered; PROVIDED, that if the Security to be
redeemed is a Global Security, the new Security shall be in a denomination equal
to the unredeemed portion of the principal of the Global Security so
surrendered.

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201.              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 301 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 1202. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.


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SECTION 1202.              SATISFACTION OF SINKING FUND PAYMENTS WITH
                           SECURITIES.

                  In lieu of making all or any part of any mandatory sinking
fund payment with respect to any series of Securities in cash, the Company may
at its option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Company or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Company and delivered to the Trustee for
cancellation pursuant to Section 309, (b) receive credit for optional sinking
fund payments (not previously so credited) made pursuant to this Section, or (c)
receive credit for Securities of such series (not previously so credited)
redeemed by the Company through any optional redemption provision contained in
the terms of such series. Securities so delivered or credited shall be received
or credited by the Trustee at the sinking fund Redemption Price specified in
such Securities.

SECTION 1203.              REDEMPTION OF SECURITIES FOR SINKING FUND.

                  Not less than 60 days prior to each sinking fund payment date
for any series of Securities, the Company will deliver to the Trustee an
Officers' Certificate specifying (a) the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that series, (b) whether or not
the Company intends to exercise its right, if any, to make an optional sinking
fund payment with respect to such series an the next ensuing sinking fund
payment date and, if so, the amount of such optional sinking fund payment, and
(c) 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 1202, and will also
deliver to the Trustee any securities to be to delivered. Such written statement
shall be irrevocable and upon its receipt by the Trustee the Company shall
become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Company, on or before any such 60th day, to deliver
such written statement and Securities specified in this paragraph, if any, shall
not constitute a default but shall constitute, on and as of such date, the
irrevocable election of the Company (i) that the mandatory sinking fund payment
for such series due on the next succeeding sinking fund payment date shall be
paid entirely in cash without the option to deliver or credit Securities of such
series in respect therefor and (ii) that the Company will make no optional
sinking fund payment with respect to such series as provided in this Section.

                  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 1103 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 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1105, 1106 and 1107.

                  The Trustee shall not redeem or cause to be redeemed any
Security of a series with sinking fund moneys or mail any notice of redemption
of Securities of such series by operation of the sinking fund during the
continuance of a default in payment of interest with respect to Securities of
that series at an Event of Default with respect to the Securities of that series
except that, where the mailing of notice of redemption of any Securities shall
theretofore


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have been made, the Trustee shall redeem or cause to be redeemed such Securities
provided that it shall have received from the Company a sum sufficient for such
redemption. Except as aforesaid, any moneys in the sinking fund for such series
at the time when any such default or Event of Default shall occur, and any
moneys thereafter paid into the sinking fund, shall, during the continuance of
such default or Event of Default be deemed to have been collected under Article
Five and held for the payment of all such Securities. In case such Event of
Default shall have been waived as provided in Section 513 or the default or
Event of Default cured on or before the 60th day preceding the sinking fund
payment date, such moneys shall thereafter be applied on the next succeeding
sinking fund payment date in accordance with this Section to the redemption of
such securities.


                                *    *    *    *

                  This instrument may be executed in any number of counterparts,
each of which so executed shall be deemed to be an original, but all such
counterparts shall together constitute but one and the same instrument.


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




                                   UTILICORP UNITED INC.

                                   By:  /s/ Dale. J Wolf
                                      ----------------------------
                                      Name:     Dale J. Wolf
                                      Title:    Vice President


                                   BANK ONE TRUST COMPANY, N.A.,
                                   as Trustee


                                   By:  /s/ Joe Morand
                                      ----------------------------
                                      Name:     Joe Morand
                                      Title:    Director





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