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                                                                    Exhibit 4(a)

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                                FIRSTENERGY CORP.

                                       TO

                          BANK ONE TRUST COMPANY, N.A.

                                                   TRUSTEE


                                    ---------


                                    INDENTURE
                         (FOR UNSECURED DEBT SECURITIES)


                         DATED AS OF ________ __, 200__




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                              TABLE OF CONTENTS(1)

<Table>

<S>                                                                                                     <C>
PARTIES...............................................................................................  1
RECITAL OF THE COMPANY................................................................................  1


                                   Article One

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION...............................................  1


Section 101.      DEFINITIONS.........................................................................  1
Section 102.      COMPLIANCE CERTIFICATES AND OPINIONS................................................  7
Section 103.      FORM OF DOCUMENTS DELIVERED TO TRUSTEE..............................................  8
Section 104.      ACTS OF HOLDERS.....................................................................  9
Section 105.      NOTICES, ETC. TO TRUSTEE AND COMPANY................................................ 10
Section 106.      NOTICE TO HOLDERS OF SECURITIES; WAIVER............................................. 11
Section 107.      CONFLICT WITH TRUST INDENTURE ACT................................................... 11
Section 108.      EFFECT OF HEADINGS AND TABLE OF CONTENTS............................................ 12
Section 109.      SUCCESSORS AND ASSIGNS.............................................................. 12
Section 110.      SEPARABILITY CLAUSE................................................................. 12
Section 111.      BENEFITS OF INDENTURE............................................................... 12
Section 112.      GOVERNING LAW....................................................................... 12
Section 113.      LEGAL HOLIDAYS...................................................................... 12


                                   Article Two

SECURITY FORMS........................................................................................ 13

Section 201.      FORMS GENERALLY..................................................................... 13
Section 202.      FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION..................................... 13



                                  Article Three

THE SECURITIES........................................................................................ 14


Section 301.      AMOUNT UNLIMITED; ISSUABLE IN SERIES................................................ 14
Section 302.      DENOMINATIONS....................................................................... 17
Section 303.      EXECUTION, AUTHENTICATION, DELIVERY AND DATING...................................... 17
Section 304.      TEMPORARY SECURITIES................................................................ 20

</Table>

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

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


                                       i

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Section 305.      REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE................................. 20
Section 306.      MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.................................... 21
Section 307.      PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED...................................... 22
Section 308.      PERSONS DEEMED OWNERS............................................................... 23
Section 309.      CANCELLATION BY SECURITY REGISTRAR.................................................. 23
Section 310.      COMPUTATION OF INTEREST............................................................. 24
Section 311.      PAYMENT TO BE IN PROPER CURRENCY.................................................... 24
Section 312.      EXTENSION OF INTEREST PAYMENT....................................................... 24



                                  Article Four

REDEMPTION OF SECURITIES.............................................................................. 24

Section 401.      APPLICABILITY OF ARTICLE............................................................ 24
Section 402.      ELECTION TO REDEEM; NOTICE TO TRUSTEE............................................... 25
Section 403.      SELECTION OF SECURITIES TO BE REDEEMED.............................................. 25
Section 404.      NOTICE OF REDEMPTION................................................................ 25
Section 405.      SECURITIES PAYABLE ON REDEMPTION DATE............................................... 26
Section 406.      SECURITIES REDEEMED IN PART......................................................... 27



                                  Article Five

SINKING FUNDS......................................................................................... 27

Section 501.      APPLICABILITY OF ARTICLE............................................................ 27
Section 502.      SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES............................... 27
Section 503.      REDEMPTION OF SECURITIES FOR SINKING FUND........................................... 28



                                   Article Six

COVENANTS............................................................................................. 28


Section 601.      PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.......................................... 28
Section 602.      MAINTENANCE OF OFFICE OR AGENCY..................................................... 29
Section 603.      MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST................................... 29
Section 604.      CORPORATE EXISTENCE................................................................. 30
Section 605.      MAINTENANCE OF PROPERTIES........................................................... 31
Section 606.      ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE....................................... 31
Section 607.      WAIVER OF CERTAIN COVENANTS......................................................... 31
Section 608.      LIMITATION ON LIENS................................................................. 31

</Table>

                                       ii

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<S>                                                                                                     <C>

                                  Article Seven

SATISFACTION AND DISCHARGE............................................................................ 33


Section 701.      SATISFACTION AND DISCHARGE OF SECURITIES............................................ 33
Section 702.      SATISFACTION AND DISCHARGE OF INDENTURE............................................. 35
Section 703.      APPLICATION OF TRUST MONEY.......................................................... 36



                                  Article Eight

EVENTS OF DEFAULT; REMEDIES........................................................................... 37

Section 801.      EVENTS OF DEFAULT................................................................... 37
Section 802.      ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.................................. 38
Section 803.      COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE..................... 39
Section 804.      TRUSTEE MAY FILE PROOFS OF CLAIM.................................................... 40
Section 805.      TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES......................... 40
Section 806.      APPLICATION OF MONEY COLLECTED...................................................... 40
Section 807.      LIMITATION ON SUITS................................................................. 41
Section 808.      UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST........... 41
Section 809.      RESTORATION OF RIGHTS AND REMEDIES.................................................. 42
Section 810.      RIGHTS AND REMEDIES CUMULATIVE...................................................... 42
Section 811.      DELAY OR OMISSION NOT WAIVER........................................................ 42
Section 812.      CONTROL BY HOLDERS OF SECURITIES.................................................... 42
Section 813.      WAIVER OF PAST DEFAULTS............................................................. 43
Section 814.      UNDERTAKING FOR COSTS............................................................... 43
Section 815.      WAIVER OF STAY OR EXTENSION LAWS.................................................... 43



                                  Article Nine

THE TRUSTEE........................................................................................... 44

Section 901.      CERTAIN DUTIES AND RESPONSIBILITIES................................................. 44
Section 902.      NOTICE OF DEFAULTS.................................................................. 44
Section 903.      CERTAIN RIGHTS OF TRUSTEE........................................................... 44
Section 904.      NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.............................. 46
Section 905.      MAY HOLD SECURITIES................................................................. 46
Section 906.      MONEY HELD IN TRUST................................................................. 46
Section 907.      COMPENSATION AND REIMBURSEMENT...................................................... 46
Section 908.      DISQUALIFICATION; CONFLICTING INTERESTS............................................. 47

</Table>

                                       iii

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Section 909.      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY............................................. 47
Section 910.      RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR................................... 48
Section 911.      ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.............................................. 49
Section 912.      MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS......................... 50
Section 913.      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY................................... 51
Section 914.      CO-TRUSTEES AND SEPARATE TRUSTEES................................................... 51
Section 915.      APPOINTMENT OF AUTHENTICATING AGENT................................................. 52



                                   Article Ten

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..................................................... 54

Section 1001.     LISTS OF HOLDERS.................................................................... 54
Section 1002.     REPORTS BY TRUSTEE AND COMPANY...................................................... 54



                                 Article Eleven

CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER................................................... 55

Section 1101.     COMPANY MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS................................. 55
Section 1102.     SUCCESSOR PERSON SUBSTITUTED........................................................ 55



                                 Article Twelve

SUPPLEMENTAL INDENTURES............................................................................... 55

Section 1201.     SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.................................. 55
Section 1202.     SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS..................................... 57
Section 1203.     EXECUTION OF SUPPLEMENTAL INDENTURES................................................ 58
Section 1204.     EFFECT OF SUPPLEMENTAL INDENTURES................................................... 59
Section 1205.     CONFORMITY WITH TRUST INDENTURE ACT................................................. 59
Section 1206.     REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.................................. 59
Section 1207.     MODIFICATION WITHOUT SUPPLEMENTAL INDENTURE ........................................ 59



                                Article Thirteen

MEETINGS OF HOLDERS; ACTION WITHOUT MEETING........................................................... 60

Section 1301.     PURPOSES FOR WHICH MEETINGS MAY BE CALLED........................................... 60
Section 1302.     CALL, NOTICE AND PLACE OF MEETINGS.................................................. 60
Section 1303.     PERSONS ENTITLED TO VOTE AT MEETINGS................................................ 60

</Table>

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Section 1304.     QUORUM; ACTION...................................................................... 61
Section 1305.     ATTENDANCE AT MEETINGS; DETERMINATION OF VOTING RIGHTS; CONDUCT
                  AND ADJOURNMENT OF MEETINGS......................................................... 62
Section 1306.     COUNTING VOTES AND RECORDING ACTION OF MEETINGS..................................... 62
Section 1307.     ACTION WITHOUT MEETING.............................................................. 63



                                Article Fourteen

IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS....................................... 63

Section 1401.     LIABILITY SOLELY CORPORATE.......................................................... 63

</Table>

                                      v


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                                FIRSTENERGY CORP.

           Reconciliation and tie between Trust Indenture Act of 1939
                 and Indenture, dated as of _________ __, 200__

<Table>
<Caption>

TRUST INDENTURE ACT SECTION                                                                       INDENTURE SECTION

<S>         <C>                                                                                                     <C>
Section 310   (a)(1).................................................................................................909
              (a)(2).................................................................................................909
              (a)(3).................................................................................................914
              (a)(4)......................................................................................Not Applicable
              (b)....................................................................................................908
              .......................................................................................................910
Section 311   (a)....................................................................................................913
              (b)....................................................................................................913
              (c)....................................................................................................913
Section 312   (a)...................................................................................................1001
              (b)...................................................................................................1001
              (c)...................................................................................................1001
Section 313   (a)...................................................................................................1002
              (b)...................................................................................................1002
              (c)...................................................................................................1002
Section 314   (a)...................................................................................................1002
              (a)(4).................................................................................................606
              (b).........................................................................................Not Applicable
              (c)(1).................................................................................................102
              (c)(2).................................................................................................102
              (c)(3)......................................................................................Not Applicable
              (d).........................................................................................Not Applicable
              (e)....................................................................................................102
Section 315   (a)....................................................................................................901
              .......................................................................................................903
              (b)....................................................................................................902
              (c)....................................................................................................901
              (d)....................................................................................................901
              (e)....................................................................................................814
Section 316   (a)....................................................................................................812
              .......................................................................................................813
              (a)(1)(A)..............................................................................................802
              .......................................................................................................812
              (a)(1)(B)..............................................................................................813
              (a)(2)......................................................................................Not Applicable
              (b)....................................................................................................808
Section 317   (a)(1).................................................................................................803
              (a)(2).................................................................................................804
              (b)....................................................................................................603
Section 318   (a)....................................................................................................107

</Table>

                                       i

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         INDENTURE, dated as of _________ __, 200__ between FIRSTENERGY CORP., a
corporation duly organized and existing under the laws of the State of Ohio
(herein called the "COMPANY"), having its principal office at 76 South Main
Street, Akron, Ohio 44308-1890, and BANK ONE TRUST COMPANY, N.A., a corporation
duly organized and existing under the laws of the State of Delaware, having its
principal corporate trust office at One North State Street, Chicago, Illinois
60670-0126, as Trustee (herein called the "TRUSTEE").

                             RECITAL OF THE COMPANY

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

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

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

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

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

             (c) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with respect to
any computation required or permitted hereunder shall mean such accounting
principles as are generally accepted in the United States at the date of such
computation or, at the election of the Company from time to time, at the date of
the execution and delivery of this Indenture; PROVIDED, HOWEVER, that in
determining generally accepted


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accounting principles applicable to the Company, the Company shall, to the
extent required, conform to any order, rule or regulation of any administrative
agency, regulatory authority or other governmental body having jurisdiction over
the Company; and

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

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

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

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

         "AUTHENTICATING AGENT" means any Person (other than the Company or an
Affiliate of the Company) authorized by the Trustee pursuant to Section 915 to
act on behalf of the Trustee to authenticate one or more series of Securities or
Tranche thereof.

         "AUTHORIZED OFFICER" means the Chairman of the Board, the President,
any Vice President, the Treasurer, any Assistant Treasurer, or any other officer
or agent of the Company duly authorized by the Board of Directors to act in
respect of matters relating to this Indenture.

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

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

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

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


                                       2
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         "COMPANY" means the Person named as the "COMPANY" in the first
paragraph of this Indenture until a successor Person shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"COMPANY" shall mean such successor Person.

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

         "CONSOLIDATED NET TANGIBLE ASSETS" means the amount shown as total
assets on our consolidated balance sheet, less (i) intangible assets
including, without limitation, such items as goodwill, trademarks, trade
names, patents, and unamortized debt expense; (ii) current liabilities and
(iii) appropriate adjustments, if any, related to minority interests. These
amounts will be determined in accordance with generally accepted accounting
principles.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of execution and delivery of this
instrument is located at _________________, New York, New York ______.

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

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

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

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

         "ELIGIBLE OBLIGATIONS" means:

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

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

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

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


                                       3
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         "GOVERNMENT OBLIGATIONS" means:

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

             (b) certificates, depositary receipts or other instruments
which evidence a direct ownership interest in obligations described in clause
(a) above or in any specific interest or principal payments due in respect
thereof; PROVIDED, HOWEVER, that the custodian of such obligations or specific
interest or principal payments shall be a bank or trust company (which may
include the Trustee or any Paying Agent) subject to Federal or state supervision
or examination with a combined capital and surplus of at least $50,000,000; and
PROVIDED, FURTHER, that except as may be otherwise required by law, such
custodian shall be obligated to pay to the holders of such certificates,
depositary receipts or other instruments the full amount received by such
custodian in respect of such obligations or specific payments and shall not be
permitted to make any deduction therefrom.

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

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

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

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

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

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

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

             (a) Securities theretofore canceled or delivered to the Security
Registrar for cancellation;

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

             (c) Securities which have been paid pursuant to Section 306 or
in exchange for or in lieu of which other Securities have been authenticated and
delivered pursuant to this


                                       4
<Page>

Indenture, other than any such Securities in respect of which there shall have
been presented to the Trustee proof satisfactory to it and the Company that such
Securities are held by a bona fide purchaser or purchasers in whose hands such
Securities are valid obligations of the Company;

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

               (x) Securities owned by the Company or any other obligor upon the
          Securities or any Affiliate of the Company or of such other obligor
          (unless the Company, such Affiliate or such obligor owns all
          Securities Outstanding under this Indenture, or (except for the
          purposes of actions to be taken by Holders of (i) more than one series
          voting as a class under Section 812 or (ii) more than one series or
          more than one Tranche, as the case may be, voting as a class under
          Section 1202) all Outstanding Securities of each such series and each
          such Tranche, as the case may be, determined without regard to this
          clause (x)) shall be disregarded and deemed not to be Outstanding,
          except that, in determining whether the Trustee shall be protected in
          relying upon any such request, demand, authorization, direction,
          notice, consent or waiver or upon any such determination as to the
          presence of a quorum, only Securities which the Trustee knows to be so
          owned shall be so disregarded; PROVIDED, HOWEVER, that Securities so
          owned which have been pledged in good faith may be regarded as
          Outstanding if the pledgee establishes to the satisfaction of the
          Trustee the pledgee's right so to act with respect to such Securities
          and that the pledgee is not the Company or any other obligor upon the
          Securities or any Affiliate of the Company or of such other obligor;
          and

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

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

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

         "PERIODIC OFFERING" means an offering of Securities of a series from
time to time any or all of the specific terms of which Securities, including
without limitation the rate or rates of interest, if any, thereon, the Stated
Maturity or Maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Company or its agents upon the
issuance of such Securities.


                                       5
<Page>

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

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

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

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

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

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

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

         "RESPONSIBLE OFFICER", when used with respect to the Trustee, means any
Vice President, Assistant Vice President, Trust Officer or other officer of the
Trustee assigned by the Trustee to the [Corporate Trust Administration Division]
of the Trustee (or any successor division or department of the Trustee).

         "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 on the
Securities of any series means a date fixed by the Trustee pursuant to Section
307.

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


                                       6
<Page>

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

         "SUBSIDIARY" means a corporation more than 50% of the outstanding
voting stock or other voting interest 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 stock"
means stock that ordinarily has voting power for the election of directors,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

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

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

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

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

Section 102. COMPLIANCE CERTIFICATES AND OPINIONS. Except as otherwise expressly
provided in this Indenture, upon any application or request by the Company to
the Trustee to take any action under any provision of this Indenture, the
Company shall, if requested by the Trustee, furnish to the Trustee an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action (including any covenants compliance
with which constitutes a condition precedent) 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:

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

             (b) 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;


                                       7
<Page>

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

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

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

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

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

         Whenever, subsequent to the receipt by the Trustee of any Board
Resolution, Officer's Certificate, Opinion of Counsel or other document or
instrument, a clerical, typographical or other inadvertent or unintentional
error or omission shall be discovered therein, a new document or instrument may
be substituted therefor in corrected form with the same force and effect as if
originally filed in the corrected form and, irrespective of the date or dates of
the actual execution and/or delivery thereof, such substitute document or
instrument shall be deemed to have been executed and/or delivered as of the date
or dates required with respect to the document or instrument for which it is
substituted. Anything in this Indenture to the contrary notwithstanding, if any
such corrective document or instrument indicates that action has been taken by
or at the request of the Company which could not have been taken had the
original document or instrument not contained such error or omission, the action
so taken shall not be invalidated or otherwise rendered ineffective but shall be
and remain in full force and effect, except to the extent that such action was a
result of willful misconduct or bad faith. Without limiting the generality of
the foregoing, any Securities issued under the authority of such defective
document or instrument shall nevertheless be the valid obligations of the
Company entitled to the benefits of this Indenture equally and ratably with all
other Outstanding Securities, except as aforesaid.


                                       8
<Page>

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

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

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

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

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

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


                                       9
<Page>

the opinion of the Trustee and the Company, to such action may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series or Tranche.

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

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

         If to the Trustee, to:

         Bank One Trust Company, N.A.
         One North State Street
         Chicago, Illinois  60670-0126
         Attention: Vice President, Corporate Trust Department
         Telephone: (___) ___-_____
         Telecopy:  (___) ___-_____


         If to the Company, to:

         FirstEnergy Corp.
         76 South Main Street
         Akron, Ohio  44308-1890
         Attention: Vice President and Treasurer
         Telephone: (330) 384-_____
         Telecopy:  (330) 384-_____


                                       10
<Page>

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

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

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

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

Section 107. CONFLICT WITH TRUST INDENTURE ACT. If any provision of this
Indenture limits, qualifies or conflicts with another provision hereof which is
required or deemed to be included in this Indenture by, or is otherwise governed
by, any of the provisions of the Trust Indenture Act, such other provision shall
control; and if any provision hereof otherwise conflicts with the Trust
Indenture Act, the Trust Indenture Act shall control unless otherwise provided
as contemplated by Section 301 with respect to any series of Securities.

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

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

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

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


                                       11
<Page>

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

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


                                   Article Two

                                 SECURITY FORMS

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

         Unless otherwise specified as contemplated by Section 301 or clause (g)
of Section 1201, the Securities of each series shall be issuable in registered
form without coupons. The definitive Securities shall be produced in such manner
as shall be determined by the officers executing such Securities, as evidenced
by their execution thereof.

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

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


                                       12
<Page>

Dated:

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


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



                                  Article Three

                                 THE SECURITIES

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

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

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

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

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

             (d) the date or dates on which the principal of the Securities
of such series, or any Tranche thereof, is payable or any formulary or other
method or other means by which such date or dates shall be determined, by
reference to an index or other fact or event ascertainable outside of this
Indenture or otherwise (without regard to any provisions for redemption,
prepayment, acceleration, purchase or extension);

             (e) the rate or rates at which the Securities of such series, or
any Tranche thereof, shall bear interest, if any (including the rate or rates at
which overdue principal shall bear interest, if different from the rate or rates
at which such Securities shall bear interest prior to Maturity, and, if
applicable, the rate or rates at which overdue premium or interest shall bear
interest, if any), or any formulary or other method or other means by which such
rate or rates


                                       13
<Page>

shall be determined, by reference to an index or other fact or event
ascertainable outside of this Indenture or otherwise; the date or dates from
which such interest shall accrue; the Interest Payment Dates on which such
interest shall be payable and the Regular Record Date, if any, for the interest
payable on such Securities on any Interest Payment Date; the right of the
Company, if any, to extend the interest payment periods and the duration of any
such extension as contemplated by Section 312; and the basis of computation of
interest, if other than as provided in Section 310;

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

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

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

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

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

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

             (l) if the principal of or premium, if any, or interest, if any, on
the Securities of such series, or any Tranche thereof, are to be payable, or are
to be payable at the election of the


                                       14
<Page>

Company or a Holder thereof, in securities or other property, the type and
amount of such securities or other property, or the formulary or other method or
other means by which such amount shall be determined, and the period or periods
within which, and the terms and conditions upon which, any such election may be
made;

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

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

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

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

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

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

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

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

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


                                       15
<Page>

             (v) any collateral security, assurance or guarantee for the
Securities of such series;

             (w) any non-applicability of Section 608 to the Securities of such
series or any exceptions or modifications of Section 608 with respect to the
Securities of such series;

             (x) any rights or duties of another Person to assume the
obligations of the Company with respect to the Securities of such series
(whether as joint obligor, primary obligor, secondary obligor or substitute
obligor) and any rights or duties to discharge and release any obligor with
respect to the Securities of such series or the Indenture to the extent related
to such series; and

             (y) any other terms of the Securities of such series, or any
Tranche thereof, not inconsistent with the provisions of this Indenture,
including, without limitation, any terms required for or appropriate to
(i) establishing one or more series of medium-term notes to be issued in a
Periodic Offering or (ii) providing for the remarketing of the Securities of
such series.

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

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

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

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

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


                                       16
<Page>

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

             (b) a Company Order requesting the authentication and delivery of
such Securities and, to the extent that the terms of such Securities shall not
have been established in an indenture supplemental hereto or in a Board
Resolution, or in an Officer's Certificate pursuant to a supplemental indenture
or Board Resolution, all as contemplated by Sections 201 and 301, either (i)
establishing such terms or (ii) in the case of Securities of a series subject to
a Periodic Offering, specifying procedures, acceptable to the Trustee, by which
such terms are to be established (which procedures may provide, to the extent
acceptable to the Trustee, for authentication and delivery pursuant to oral or
electronic instructions from the Company or any agent or agents thereof, which
oral instructions are to be promptly confirmed electronically or in writing), in
either case in accordance with the instrument or instruments delivered pursuant
to clause (a) above;

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

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

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

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

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

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

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


                                       17
<Page>

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

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

         If the form or terms of the Securities of any series have been
established by or pursuant to a Board Resolution or an Officer's Certificate as
permitted by Sections 201 or 301, the Trustee shall not be required to
authenticate such Securities if the issuance of such Securities pursuant to this
Indenture will materially or adversely affect the Trustee's own rights, duties
or immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

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

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


                                       18
<Page>

for all purposes of this Indenture such Security shall be deemed never to have
been authenticated and delivered hereunder and shall never be entitled to the
benefits hereof.

Section 304. TEMPORARY SECURITIES. Pending the preparation of definitive
Securities of any series, or any Tranche thereof, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the tenor
of the definitive Securities in lieu of which they are issued, with such
appropriate insertions, omissions, substitutions and other variations as the
officers executing such Securities may determine, as evidenced by their
execution of such Securities; PROVIDED, HOWEVER, that temporary Securities need
not recite specific redemption, sinking fund, conversion or exchange provisions.

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

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

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

         Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, upon surrender
for registration of transfer of any Security of such series or Tranche at the
office or agency of the Company maintained pursuant to Section 602 in a Place of
Payment for such series or Tranche, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series and Tranche, of
authorized denominations and of like tenor and aggregate principal amount.


                                       19
<Page>

         Except as otherwise specified as contemplated by Section 301 with
respect to the Securities of any series, or any Tranche thereof, any Security of
such series or Tranche may be exchanged at the option of the Holder, for one or
more new Securities of the same series and Tranche, of authorized denominations
and of like tenor and aggregate principal amount, upon surrender of the
Securities to be exchanged at any such office or agency. Whenever any Securities
are so surrendered for exchange, the Company shall execute, and the Trustee
shall authenticate and deliver, the Securities which the Holder making the
exchange is entitled to receive.

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

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

         Unless otherwise specified as contemplated by Section 301 with respect
to Securities of any series, or any Tranche thereof, no service charge shall be
made for any registration of transfer or exchange of Securities, but the Company
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 304, 406 or
1206 not involving any transfer.

         The Company shall not be required to execute or to provide for the
registration of transfer of or the exchange of (a) Securities of any series, or
any Tranche thereof, during a period of 15 days immediately preceding the date
notice is to be given identifying the serial numbers of the Securities of such
series or Tranche called for redemption or (b) any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.

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

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


                                       20
<Page>

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

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

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

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

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

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

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


                                       21
<Page>

Record Date and, in the name and at the expense of the Company, shall promptly
cause notice of the proposed payment of such Defaulted Interest and the Special
Record Date therefor to be mailed, first-class postage prepaid, to each Holder
of Securities of such series at the address of such Holder as it appears in the
Security Register, not less than 10 days prior to such Special Record Date.
Notice of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on such Special
Record Date.

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

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

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

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

Section 310. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 301 for Securities of any series, or any Tranche
thereof, interest on the Securities of each


                                       22
<Page>

series shall be computed on the basis of a 360-day year consisting of twelve
30-day months and for any period shorter than a full month, on the basis of the
actual number of days elapsed in such period.

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

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


                                  Article Four

                            REDEMPTION OF SECURITIES

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

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


                                       23
<Page>

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

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

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

Section 404. NOTICE OF REDEMPTION. Except as otherwise specified as contemplated
by Section 301 for Securities of any series, notice of redemption shall be given
in the manner provided in Section 106 to the Holders of the Securities to be
redeemed not less than 30 nor more than 60 days prior to the Redemption Date.

         All notices of redemption shall state:

             (a) the Redemption Date,

             (b) the Redemption Price (if known),

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

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

             (e) the place or places where such Securities are to be surrendered
for payment of the Redemption Price and accrued interest, if any, unless it
shall have been specified as contemplated by Section 301 with respect to such
Securities that such surrender shall not be required,


                                       24
<Page>

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

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

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

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

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

Section 406. SECURITIES REDEEMED IN PART. Upon the surrender of any Security
which is to be redeemed only in part at a Place of Payment therefor (with, if
the Company or the Trustee so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to the Company and the Trustee duly
executed by, the Holder thereof or his attorney duly authorized in writing), the
Company shall execute, and the Trustee shall authenticate and deliver to the


                                       25
<Page>

Holder of such Security, without service charge, a new Security or Securities of
the same series and Tranche, of any authorized denomination requested by such
Holder and of like tenor and in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Security so
surrendered.


                                  Article Five

                                  SINKING FUNDS

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

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

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

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

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

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

             (c) the aggregate sinking fund payment;


                                       26
<Page>


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

             (e) the portion, if any, of such aggregate sinking fund payment
which is to be satisfied by delivering and crediting Securities of such series
or Tranche pursuant to Section 502 and stating the basis for such credit and
that such Securities have not previously been so credited, and the Company shall
also deliver to the Trustee any Securities to be so delivered.

         If the Company shall have not delivered such Officer's Certificate and,
to the extent applicable, all such Securities, the next succeeding sinking fund
payment for such series or Tranche shall be made entirely in cash in the amount
of the mandatory sinking fund payment. Not less than 30 days before each such
sinking fund payment date the Trustee shall select the Securities to be redeemed
upon such sinking fund payment date in the manner specified in Section 403 and
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in Section 404. Such notice having
been duly given, the redemption of such Securities shall be made upon the terms
and in the manner stated in Sections 405 and 406.


                                   Article Six

                                    COVENANTS

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

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

         The Company may also from time to time designate one or more other
offices or agencies with respect to the Securities of one or more series, or any
Tranche thereof, for any or all of the foregoing purposes and may from time to
time rescind such designations; PROVIDED, HOWEVER, that, unless otherwise
specified as contemplated by Section 301 with respect to the Securities of such
series or Tranche, no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or agency for such purposes
in each Place of Payment for such Securities in accordance with the requirements
set forth above. The Company


                                       27
<Page>

shall give prompt written notice to the Trustee, and prompt notice to the
Holders in the manner specified in Section 106, of any such designation or
rescission and of any change in the location of any such other office or agency.

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

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

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

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

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

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

             (c) at any time during the continuance of any such failure, upon
the written request of the Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent and furnish to the Trustee such information
as it possesses regarding the names and addresses of the Persons entitled to
such sums.

         The Company may at any time pay, or by Company Order direct any Paying
Agent to pay, to the Trustee all sums held in trust by the Company or such
Paying Agent, such sums to be held by the Trustee upon the same trusts as those
upon which such sums were held by the Company or such Paying Agent and, if so
stated in a Company Order delivered to the Trustee, in


                                       28
<Page>

accordance with the provisions of Article Seven; and, upon such payment by any
Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

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

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

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

Section 606. ANNUAL OFFICER'S CERTIFICATE AS TO COMPLIANCE. Not later than
___________ in each year, commencing ______ __, 200__ the Company shall deliver
to the Trustee an Officer's Certificate which need not comply with Section 102,
executed by the principal executive officer, the principal financial officer or
the principal accounting officer of the Company, as to such officer's knowledge
of the Company's compliance with all conditions and covenants under this
Indenture, such compliance to be determined without regard to any period of
grace or requirement of notice under this Indenture, and making any other
statements as may be required by the provisions of Section 314(a)(4) of the
Trust Indenture Act.

Section 607. WAIVER OF CERTAIN COVENANTS. The Company may omit in any particular
instance to comply with any term, provision or condition set forth in (a)
Section 602 or any additional covenant or restriction specified with respect to
the Securities of any series, or any Tranche thereof, as contemplated by
Section 301, if before the time for such compliance the Holders of a


                                       29
<Page>

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

Section 608. LIMITATION ON LIENS. (a) Except as otherwise specified as
contemplated by Section 301 for Securities of any series, so long as any
Securities of any series are Outstanding, the Company will not pledge, mortgage,
hypothecate or grant a security interest in, or permit any mortgage, pledge,
security interest or other lien upon, any capital stock of any Subsidiary now or
hereafter directly owned by the Company, to secure any Indebtedness (hereinafter
defined) without concurrently making effective provision whereby the Outstanding
Securities shall (so long as such other Indebtedness shall be so secured) be
equally and ratably secured with any and all such other Indebtedness and any
other indebtedness similarly entitled to be equally and ratably secured;
PROVIDED, HOWEVER, that this restriction shall not apply to nor prevent the
creation or existence of:

               (1) any mortgage, pledge, security interest, lien or encumbrance
          upon any such capital stock created at the time of the acquisition of
          such capital stock by the Company or within one year after such time
          to secure all or a portion of the purchase price for such capital
          stock;

               (2) any mortgage, pledge, security interest, lien or encumbrance
          upon any such capital stock existing thereon at the time of the
          acquisition thereof by the Company (whether or not the obligations
          secured thereby are assumed by the Company);

               (3) any extension, renewal or refunding of any mortgage, pledge,
          security interest, lien or encumbrance permitted by Subsection (1) or
          (2) above on capital stock of any Subsidiary theretofore subject
          thereto (or substantially the same capital stock) or any portion
          thereof; or

               (4) any judgment, levy, execution, attachment or other similar
          lien arising in connection with court proceedings, provided that
          either

                    (i) the execution or enforcement of each such lien is
               effectively stayed within 30 days after entry of the
               corresponding judgment (or the corresponding judgment has been
               discharged within such 30 day period) and the claims secured
               thereby are being contested in good faith by appropriate
               proceedings timely commenced and diligently prosecuted;


                                       30
<Page>

                    (ii) the payment of each such lien is covered in full by
               insurance and the insurance company has not denied or contested
               coverage thereof; or

                    (iii) so long as each such lien is adequately bonded, any
               appropriate legal proceedings that may have been duly initiated
               for the review of the corresponding judgment, decree or order
               shall not have been fully terminated or the period within which
               such proceedings may be initiated shall not have expired.

         For purposes of this Section 608, "INDEBTEDNESS" means all
indebtedness, whether or not represented by bonds, debentures, notes or other
securities, created or assumed by the Company for the repayment of money
borrowed. All indebtedness for money borrowed secured by a lien upon capital
stock owned by the Company and upon which indebtedness for money borrowed the
Company customarily pays interest, although the Company has not assumed or
become liable for the payment of such indebtedness for money borrowed, shall for
purposes of this Section 608 be deemed to be Indebtedness of the Company. All
indebtedness of others for money borrowed which is guaranteed as to payment of
principal by the Company or in effect guaranteed by the Company through a
contingent agreement to purchase such indebtedness for money borrowed shall for
purposes of this Section 608 be deemed to be Indebtedness of the Company, but no
other contingent obligation of the Company in respect of indebtedness for money
borrowed or other obligations incurred by others shall for purposes of this
Section 608 be deemed to be Indebtedness of the Company.

         In case the Company shall propose to pledge, mortgage, hypothecate or
grant a security interest in any capital stock of any Subsidiary owned by the
Company to secure any Indebtedness, other than as permitted by Subsections
(a)(1) to (a)(3), inclusive, of this Section, the Company will prior thereto
give written notice thereof to the Trustee, and the Company will prior to or
simultaneously with such pledge, mortgage, hypothecation or grant of security
interest, by supplemental indenture executed to the Trustee (or to the extent
legally necessary to another trustee or an additional or separate trustee), in
form satisfactory to the Trustee, effectively secure (for so long as such other
Indebtedness shall be so secured) all the Securities equally and ratably with
such Indebtedness and with any other indebtedness for money borrowed similarly
entitled to be equally and ratably secured.

             (b) Except as otherwise specified as contemplated by Section 301
for Securities of any series, the provisions of Subsection (a) of this Section
608 shall not apply in the event that the Company shall pledge, mortgage,
hypothecate or grant a security interest in or other lien upon any capital stock
of any Subsidiary now or hereafter owned by the Company to secure any
Indebtedness which would otherwise be subject to the foregoing restriction up to
an aggregate amount which, together with all other Indebtedness (other than
mortgages, pledges, security interests, liens or encumbrances permitted by
Subsection (a) of this Section 608) which would otherwise be subject to the
foregoing restriction, does not at the time exceed 10% of Consolidated Net
Tangible Assets.


                                       31
<Page>

                                  Article Seven

                           SATISFACTION AND DISCHARGE

Section 701. SATISFACTION AND DISCHARGE OF SECURITIES. Any Security or
Securities, or any portion of the principal amount thereof, shall be deemed to
have been paid for all purposes of this Indenture, and the entire indebtedness
of the Company in respect thereof shall be deemed to have been satisfied and
discharged, if there shall have been irrevocably deposited with the Trustee or
any Paying Agent (other than the Company), in trust:

             (a) money in an amount which shall be sufficient, or

             (b) in the case of a deposit made prior to the Maturity of such
Securities or portions thereof, Eligible Obligations, which shall not contain
provisions permitting the redemption or other prepayment thereof at the option
of the issuer thereof, the principal of and the interest on which when due,
without any regard to reinvestment thereof, will provide moneys which, together
with the money, if any, deposited with or held by the Trustee or such Paying
Agent, shall be sufficient, or

             (c) a combination of (a) or (b) which shall be sufficient,

to pay when due the principal of and premium, if any, and interest, if any, due
and to become due on such Securities or portions thereof on or prior to
Maturity; PROVIDED, HOWEVER, that in the case of the provision for payment or
redemption of less than all the Securities of any series or Tranche, such
Securities or portions thereof shall have been selected by the Trustee as
provided herein and, in the case of a redemption, the notice requisite to the
validity of such redemption shall have been given or irrevocable authority shall
have been given by the Company to the Trustee to give such notice, under
arrangements satisfactory to the Trustee; and PROVIDED, FURTHER, that the
Company shall have delivered to the Trustee and such Paying Agent:

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

          (y) if Eligible Obligations shall have been deposited, an Opinion of
     Counsel that the obligations so deposited constitute Eligible Obligations
     and do not contain provisions permitting the redemption or other prepayment
     at the option of the issuer thereof, and an opinion of an independent
     public accountant of nationally recognized standing, selected by the
     Company, to the effect that the requirements set forth in clause (b) above
     have been satisfied; and

          (z) if such deposit shall have been made prior to the Maturity of such
     Securities, (i) an Officer's Certificate stating the Company's intention
     that, upon delivery of such Officer's Certificate, its indebtedness in
     respect of such Securities or portions thereof will have been satisfied and
     discharged as contemplated in this Section, and (ii) an Opinion of Counsel
     to the effect that, as a result of a change in law occurring or a ruling of
     the United States Internal Revenue Service issued after the date of
     issuance of such Securities, the Holders of such Securities of the _____
     Series, or portions of the principal


                                       32
<Page>

     amount thereof, will not recognize income, gain or loss for United States
     federal income tax purposes as a result of the satisfaction and discharge
     of the Company's indebtedness in respect thereof and will be subject to
     United States federal income tax on the same amounts, at the same times and
     in the same manner as if such satisfaction and discharge had not been
     effected.

         Upon the deposit of money or Eligible Obligations, or both, in
accordance with this Section, together with the documents required by clauses
(x), (y) and (z) above, the Trustee shall, upon receipt of a Company Request,
acknowledge in writing that the Security or Securities or portions thereof with
respect to which such deposit was made are deemed to have been paid for all
purposes of this Indenture and that the entire indebtedness of the Company in
respect thereof has been satisfied and discharged as contemplated in this
Section. In the event that all of the conditions set forth in the preceding
paragraph shall have been satisfied in respect of any Securities or portions
thereof except that, for any reason, the Officer's Certificate and Opinion of
Counsel specified in clause (z) shall not have been delivered, such Securities
or portions thereof shall nevertheless be deemed to have been paid for all
purposes of this Indenture, and the Holders of such Securities or portions
thereof shall nevertheless be no longer entitled to the benefits of this
Indenture or of any of the covenants of the Company under Article Six (except
the covenants contained in Sections 602 and 603) or any other covenants made in
respect of such Securities or portions thereof as contemplated by Section 301,
but the indebtedness of the Company in respect of such Securities or portions
thereof shall not be deemed to have been satisfied and discharged prior to
Maturity for any other purpose, and the Holders of such Securities or portions
thereof shall continue to be entitled to look to the Company for payment of the
indebtedness represented thereby; and, upon Company Request, the Trustee shall
acknowledge in writing that such Securities or portions thereof are deemed to
have been paid for all purposes of this Indenture.

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

         In the event that Securities which shall be deemed to have been paid
for purposes of this Indenture, and, if such is the case, in respect of which
the Company's indebtedness shall have been satisfied and discharged, all as
provided in this Section do not mature and are not to be redeemed within the 60
day period commencing with the date of the deposit of moneys or Eligible
Obligations, as aforesaid, the Company shall, as promptly as practicable, give a
notice, in the same manner as a notice of redemption with respect to such
Securities, to the Holders of such Securities to the effect that such deposit
has been made and the effect thereof.

         Notwithstanding that any Securities shall be deemed to have been paid
for purposes of this Indenture, as aforesaid, the obligations of the Company and
the Trustee in respect of such Securities under Sections 304, 305, 306, 404, 503
(as to notice of redemption), 602, 603, 907 and 915 and this Article Seven shall
survive.


                                       33
<Page>

         The Company shall pay, and shall indemnify the Trustee or any Paying
Agent with which Eligible Obligations shall have been deposited as provided in
this Section against, any tax, fee or other charge imposed on or assessed
against such Eligible Obligations or the principal or interest received in
respect of such Eligible Obligations, including, but not limited to, any such
tax payable by any entity deemed, for tax purposes, to have been created as a
result of such deposit.

         Anything herein to the contrary notwithstanding, (a) if, at any time
after a Security would be deemed to have been paid for purposes of this
Indenture, and, if such is the case, the Company's indebtedness in respect
thereof would be deemed to have been satisfied or discharged, pursuant to this
Section (without regard to the provisions of this paragraph), the Trustee or any
Paying Agent, as the case may be, shall be required to return the money or
Eligible Obligations, or combination thereof, deposited with it as aforesaid to
the Company or its representative under any applicable Federal or State
bankruptcy, insolvency or other similar law, such Security shall thereupon be
deemed retroactively not to have been paid and any satisfaction and discharge of
the Company's indebtedness in respect thereof shall retroactively be deemed not
to have been effected, and such Security shall be deemed to remain Outstanding
and (b) any satisfaction and discharge of the Company's indebtedness in respect
of any Security shall be subject to the provisions of the last paragraph of
Section 603.

Section 702. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall upon
Company Request, accompanied by an Officer's Certificate and an Opinion of
Counsel in compliance with Section 102 of this Indenture, cease to be of further
effect (except as hereinafter expressly provided), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

             (a) no Securities remain Outstanding hereunder; and

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

PROVIDED, HOWEVER, that if, in accordance with the last paragraph of Section
701, any Security, previously deemed to have been paid for purposes of this
Indenture, shall be deemed retroactively not to have been so paid, this
Indenture shall thereupon be deemed retroactively not to have been satisfied and
discharged, as aforesaid, and to remain in full force and effect, and the
Company shall execute and deliver such instruments as the Trustee shall
reasonably request to evidence and acknowledge the same.

         Notwithstanding the satisfaction and discharge of this Indenture as
aforesaid, the obligations of the Company and the Trustee under Sections 304,
305, 306, 404, 503 (as to notice of redemption), 602, 603, 907 and 915 and this
Article Seven shall survive.

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


                                       34
<Page>

Section 703. APPLICATION OF TRUST MONEY. Neither the Eligible Obligations nor
the money deposited pursuant to Section 701, nor the principal or interest
payments on any such Eligible Obligations, shall be withdrawn or used for any
purpose other than, and shall be held in trust for, the payment of the principal
of and premium, if any, and interest, if any, on the Securities or portions of
principal amount thereof in respect of which such deposit was made, all subject,
however, to the provisions of Section 603; PROVIDED, HOWEVER, that, so long as
there shall not have occurred and be continuing an Event of Default, any cash
received from such principal or interest payments on such Eligible Obligations,
if not then needed for such purpose, shall, to the extent practicable and upon
Company Request, be invested in Eligible Obligations of the type described in
clause (b) in the first paragraph of Section 701 maturing at such times and in
such amounts as shall be sufficient, together with any other moneys and the
principal of and interest on any other Eligible Obligations then held by the
Trustee, to pay when due the principal of and premium, if any, and interest, if
any, due and to become due on such Securities or portions thereof on and prior
to the Maturity thereof, and interest earned from such reinvestment shall be
paid over to the Company as received, free and clear of any trust, lien or
pledge under this Indenture except the lien provided by Section 907; and
PROVIDED, FURTHER, that, so long as there shall not have occurred and be
continuing an Event of Default, any moneys held in accordance with this Section
on the Maturity of all such Securities in excess of the amount required to pay
the principal of and premium, if any, and interest, if any, then due on such
Securities shall be paid over to the Company free and clear of any trust, lien
or pledge under this Indenture except the lien provided by Section 907; and
PROVIDED, FURTHER, that if an Event of Default shall have occurred and be
continuing, moneys to be paid over to the Company pursuant to this Section shall
be held until such Event of Default shall have been waived or cured.


                                  Article Eight

                           EVENTS OF DEFAULT; REMEDIES

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

             (a) failure to pay interest, if any, on any Security of such series
within 30 days after the same becomes due and payable; PROVIDED, HOWEVER, that a
valid extension of the interest payment period by the Company as contemplated in
Section 312 of this Indenture shall not constitute a failure to pay interest for
this purpose; or

             (b) failure to pay the principal of or premium, if any, on any
Security of such series at its Maturity; or

             (c) failure to perform or breach of any covenant or warranty of the
Company in this Indenture (other than a covenant or warranty a default in the
performance of which or breach of which is elsewhere in this Section
specifically dealt with or which has expressly been included in this Indenture
solely for the benefit of one or more series of Securities other than such
series) for a period of 90 days after there has been given, by registered or
certified mail, to the Company by the Trustee, or to the Company and the Trustee
by the Holders of at least 33% in principal amount of the Outstanding Securities
of such series, a written notice specifying such default or breach and requiring
it to be remedied and stating that such notice is a "NOTICE OF DEFAULT"


                                       35
<Page>

hereunder, unless the Trustee, or the Trustee and the Holders of a principal
amount of Securities of such series not less than the principal amount of
Securities the Holders of which gave such notice, as the case may be, shall
agree in writing to an extension of such period prior to its expiration;
PROVIDED, HOWEVER, that the Trustee, or the Trustee and the Holders of such
principal amount of Securities of such series, as the case may be, shall be
deemed to have agreed to an extension of such period if corrective action is
initiated by the Company within such period and is being diligently pursued; or

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

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

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

Section 802. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an Event of
Default due to the default in payment of principal of, or interest on, any
series of Securities or due to the default in the performance or breach of any
other covenant or warranty of the Company applicable to the Securities of such
series but not applicable to all Outstanding Securities shall have occurred and
be continuing, either the Trustee or the Holders of not less than 33% in
principal amount of the Securities of such series may then declare the principal
amount (or, if any of the Securities of such series are Discount Securities,
such portion of the principal amount as may be specified in the terms thereof as
contemplated by Section 301) of all Securities of such series and interest
accrued thereon to be due and payable immediately. If an Event of Default due to
default in the performance of any other of the covenants or agreements herein
applicable to all Outstanding Securities or an Event of Default specified in
Section 801(d) or (e) shall have occurred and be continuing, either the Trustee
or the Holders of not less than 33% in principal amount of all Securities then
Outstanding (considered as one class), and not the Holders of the


                                       36
<Page>

Securities of any one of such series, may declare the principal of all
Securities and interest accrued thereon to be due and payable immediately. As a
consequence of each such declaration (herein referred to as a declaration of
acceleration) with respect to Securities of any series, the principal amount (or
portion thereof in the case of Discount Securities) of such Securities and
interest accrued thereon shall become due and payable immediately.

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

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

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

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

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

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

and

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

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

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

         If the Company shall fail to pay such amounts forthwith upon such
demand, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the


                                       37
<Page>

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

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

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

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

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

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

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

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


                                       38
<Page>

Trustee, its agents and counsel, be for the ratable benefit of the Holders in
respect of which such judgment has been recovered.

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

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

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

             THIRD: To the payment of the remainder, if any, to the Company or
to whomsoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.

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

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

             (b) the Holders of a majority in aggregate principal amount of the
Outstanding Securities of all series in respect of which an Event of Default
shall have occurred and be continuing, considered as one class, shall have made
written request to the Trustee to institute proceedings in respect of such Event
of Default in its own name as Trustee hereunder;

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

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

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

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb


                                       39
<Page>

or prejudice the rights of any other of such Holders or to obtain or to seek to
obtain priority or preference over any other of such Holders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Holders.

Section 808. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
INTEREST.

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

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

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

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

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


                                       40
<Page>

direction. Before proceeding to exercise any right or power hereunder at the
direction of such Holders, the Trustee shall be entitled to receive from such
Holders reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with any such direction.

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

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

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

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

Section 814. UNDERTAKING FOR COSTS. The Company and the Trustee agree, and each
Holder by his acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in aggregate
principal amount of the Outstanding Securities of all series in respect of which
such suit may be brought, considered as one class, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of or premium, if
any, or interest, if any, on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

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


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<Page>

                                  Article Nine

                                   THE TRUSTEE

Section 901. CERTAIN DUTIES AND RESPONSIBILITIES. (a) The Trustee shall have and
be subject to all the duties and responsibilities specified with respect to an
indenture trustee in the Trust Indenture Act and no implied covenants or
obligations shall be read into this Indenture against the Trustee. For purposes
of Sections 315(a) and 315(c) of the Trust Indenture Act, the term "default" is
hereby defined as an Event of Default which has occurred and is continuing.

             (b) 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.

             (c) Notwithstanding anything contained in this Indenture to the
contrary, the duties and responsibilities of the Trustee under this Indenture
shall be subject to the protections, exculpations and limitations on liability
afforded to an indenture trustee under the provisions of the Trust Indenture
Act. For the purposes of Sections 315(b)(2) and 315(d)(2) of the Trust Indenture
Act, the term "responsible officer" is hereby defined as a Responsible Officer
and the chairman or vice chairman of the board of directors, the chairman or
vice chairman of the executive committee of the board of directors, the
president, any vice president, the secretary, any assistant secretary, the
treasurer any assistant treasurer, the cashier, any assistant cashier, any trust
officer or assistant trust officer, the controller and any assistant controller
of the Trustee, or any other officer of the Trustee customarily performing
functions similar to those performed by a Responsible Officer or any of the
above designated officers 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.

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

Section 902. NOTICE OF DEFAULTS. The Trustee shall give notice of any default
hereunder known to the Trustee with respect to the Securities of any series to
the Holders of Securities of such series in the manner and to the extent
required to do so by the Trust Indenture Act, unless such default shall have
been cured or waived; PROVIDED, HOWEVER, that in the case of any default of the
character specified in Section 801(c), no such notice to Holders shall be given
until at least 45 days after the occurrence thereof. For the purpose of this
Section and clause (h) of Section 903, the term "default" means any event which
is, or after notice or lapse of time, or both, would become, an Event of
Default.

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


                                       42
<Page>

             (a) the Trustee may rely and shall be protected in acting or
refraining from acting in good faith 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 reasonably 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 Officer's Certificate;

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

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

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

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

             (h) the Trustee shall not be charged with knowledge of any default
or Event of Default, as the case may be, with respect to the Securities of any
series for which it is acting as Trustee unless either (1) a Responsible Officer
of the Trustee shall have actual knowledge that such default or Event of
Default, as the case may be, exists and constitutes a default or Event of
Default under this Indenture or (2) written notice of such default or Event of
Default, as the case may be, shall have been given in the manner provided in
Section 105 hereof to the Trustee by the Company, any other obligor on such
Securities or by any Holder of such Securities.


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<Page>

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

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

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

Section 907. COMPENSATION AND REIMBURSEMENT. The Company shall

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

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

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

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


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         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 801(d) or Section 801(e), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

         The provisions of this Section 907 shall survive the termination of
this Indenture.

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

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

             (a) a corporation organized and doing business under the laws of
the United States, any State or Territory thereof or the District of Columbia,
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least $50,000,000 and subject to supervision or
examination by Federal or State authority, or

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

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

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

             (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by


                                       45
<Page>

a successor Trustee required by Section 911 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

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

             (d) If at any time:

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

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

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

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

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


                                       46
<Page>

others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Securities of such
series.

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

             (g) The Company (or, should the Company fail so to act promptly,
the successor trustee at the expense of 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.

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

             (b) In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the Company,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or


                                       47
<Page>

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

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

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

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

Section 913. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If the Trustee
shall be or become a creditor of the Company or any other obligor upon the
Securities (other than by reason of a relationship described in Section 311(b)
of the Trust Indenture Act), the Trustee shall be subject to any and all
applicable provisions of the Trust Indenture Act regarding the collection of
claims against the Company or such other obligor. For purposes of Section 311(b)
of the Trust Indenture Act:

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


                                       48
<Page>

                  (b) the term "self-liquidating paper" means any draft, bill of
exchange, acceptance or obligation which is made, drawn, negotiated or incurred
9by the Company for the purpose of financing the purchase, processing,
manufacturing, shipment, storage or sale of goods, wares or merchandise and
which is secured by documents evidencing title to, possession of, or a lien
upon, the goods, wares or merchandise or the receivables or proceeds arising
from the sale of the goods, wares or merchandise previously constituting the
security, provided the security is received by the Trustee simultaneously with
the creation of the creditor relationship with the Company arising from the
making, drawing, negotiating or incurring of the draft, bill of exchange,
acceptance or obligation.

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

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

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

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

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

             (c) the Trustee at any time, by an instrument in writing executed
by it, with the concurrence of the Company, may accept the resignation of or
remove any co-trustee or separate


                                       49
<Page>

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

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

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

Section 915. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may appoint an
Authenticating Agent or Agents with respect to the Securities of one or more
series, or Tranche thereof, which shall be authorized to act on behalf of the
Trustee to authenticate Securities of such series or Tranche issued upon
original issuance and upon exchange, registration of transfer or partial
redemption thereof or pursuant to Section 306, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Wherever reference is made in this Indenture to the authentication and delivery
of Securities by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication and delivery on behalf
of the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States, any State or territory thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an


                                       50
<Page>

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

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

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

         If an appointment with respect to the Securities of one or more series
shall be 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 substantially in the following form:

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

Dated:
                                   ---------------------------------------------
                                   As Trustee


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


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


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


                                       51
<Page>

                                   Article Ten

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 1001. LISTS OF HOLDERS. Semiannually, not later than ______ 1 and ______
1 in each year, commencing _____ 1, 200__ and at such other times as the Trustee
may request in writing, the Company shall furnish or cause to be furnished to
the Trustee information as to the names and addresses of the Holders, and the
Trustee shall preserve such information and similar information received by it
in any other capacity and afford to the Holders access to information so
preserved by it, all to such extent, if any, and in such manner as shall be
required by the Trust Indenture Act; PROVIDED, HOWEVER, that no such list need
be furnished so long as the Trustee shall be the Security Registrar.

Section 1002. REPORTS BY TRUSTEE AND COMPANY. Not later than ______ 15 in each
year, commencing with the year 200_ , the Trustee shall transmit to the Holders,
the Commission and each securities exchange upon which any Securities are
listed, a report, dated as of the next preceding ______ 15, with respect to any
events and other matters described in Section 313(a) of the Trust Indenture Act,
in such manner and to the extent required by the Trust Indenture Act. The
Trustee shall transmit to the Holders, the Commission and each securities
exchange upon which any Securities are listed, and the Company shall file with
the Trustee (within 30 days after filing with the Commission in the case of
reports which pursuant to the Trust Indenture Act must be filed with the
Commission and furnished to the Trustee) and transmit to the Holders, such other
information, reports and other documents, if any, at such times and in such
manner, as shall be required by the Trust Indenture Act. The Company shall
notify the Trustee of the listing of any Securities on any securities exchange.


                                 Article Eleven

               CONSOLIDATION, MERGER, CONVEYANCE OR OTHER TRANSFER

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

             (a) the Person 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 Person organized and validly existing under the laws of the
United States, any State thereof or the District of Columbia, and shall
expressly assume, by an indenture supplemental hereto, executed and delivered to
the Trustee, in form satisfactory to the Trustee, the due and punctual payment
of the principal of and premium, if any, and interest, if any, on all
Outstanding Securities and the performance of every covenant of this Indenture
on the part of the Company to be performed or observed;

             (b) immediately after giving effect to such transaction no Event of
Default, and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing; and


                                       52
<Page>

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

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


                                 Article Twelve

                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

             (e) to provide collateral security for all but not part of the
Securities; or


                                       53
<Page>

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

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

             (h) to evidence and provide for the acceptance of appointment
hereunder by a separate or successor Trustee or co-trustee with respect to the
Securities of one or more series and to add to or change any of the provisions
of this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, pursuant to the
requirements of Section 911(b); or

             (i) to provide for the procedures required to permit the Company to
utilize, at its option, a noncertificated system of registration for all, or any
series or Tranche of, the Securities; or

             (j) to change any place or places where (1) the principal of and
premium, if any, and interest, if any, on all or any series of Securities, or
any Tranche thereof, shall be payable, (2) all or any series of Securities, or
any Tranche thereof, may be surrendered for registration of transfer, (3) all or
any series of Securities, or any Tranche thereof, may be surrendered for
exchange and (4) notices and demands to or upon the Company in respect of all or
any series of Securities, or any Tranche thereof, and this Indenture may be
served; or

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

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

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

               (y) if any such amendment shall permit one or more changes to, or
          the elimination of, any provisions hereof which, at the date of the
          execution and delivery hereof or at any time thereafter, are required
          by the Trust Indenture Act to be contained herein, this Indenture
          shall be deemed to have been amended to effect such changes or


                                       54
<Page>

          elimination, and the Company and the Trustee may, without the consent
          of any Holders, enter into an indenture supplemental hereto to
          evidence such amendment hereof.

Section 1202. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the consent
of the Holders of a majority in aggregate principal amount of the Securities of
all series then Outstanding under this Indenture, considered as one class, by
Act of said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or modifying in any manner the rights of the Holders of Securities of such
series under the Indenture; PROVIDED, HOWEVER, that if there shall be Securities
of more than one series Outstanding hereunder and if a proposed supplemental
indenture shall directly affect the rights of the Holders of Securities of one
or more, but less than all, of such series, then the consent only of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be required; and
PROVIDED, FURTHER, that if the Securities of any series shall have been issued
in more than one Tranche and if the proposed supplemental indenture shall
directly affect the rights of the Holders of Securities of one or more, but less
than all, of such Tranches, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required; and PROVIDED,
FURTHER, that no such supplemental indenture shall:

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

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

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


                                       55
<Page>

Trustee" and concomitant changes in this Section, or the deletion of this
proviso, in accordance with the requirements of Sections 911(b), 914 and
1201(h).

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or one or more
Tranches thereof, 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 or Tranche.

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

Section 1203. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or accepting
the additional trusts created by, any supplemental indenture permitted by this
Article or the modifications thereby of the trusts created by this Indenture,
the Trustee shall be entitled to receive, and (subject to Section 901) shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affects the Trustee's own rights, duties,
immunities or liabilities under this Indenture or otherwise.

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

Section 1205. CONFORMITY WITH TRUST INDENTURE ACT. Unless otherwise provided as
contemplated by Section 301 with respect to any series of Securities, every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act as then in effect.

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


                                       56
<Page>

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


                                Article Thirteen

                   MEETINGS OF HOLDERS; ACTION WITHOUT MEETING

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

Section 1302. CALL, NOTICE AND PLACE OF MEETINGS. (a) The Trustee may at any
time call a meeting of Holders of Securities of one or more, or all, series, or
any Tranche or Tranches thereof, for any purpose specified in Section 1301, to
be held at such time and at such place in the Borough of Manhattan, The City of
New York, as the Trustee shall determine, or, with the approval of the Company,
at any other place. Notice of every such meeting, setting forth the time and the
place of such meeting and in general terms the action proposed to be taken at
such meeting, shall be given, in the manner provided in Section 106, not less
than 21 nor more than 180 days prior to the date fixed for the meeting.

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

             (c) Any meeting of Holders of Securities of one or more, or all,
series, or any Tranche or Tranches thereof, shall be valid without notice if the
Holders of all Outstanding


                                       57
<Page>

Securities of such series or Tranches are present in person or by proxy and if
representatives of the Company and the Trustee are present, or if notice is
waived in writing before or after the meeting by the Holders of all Outstanding
Securities of such series, or any Tranche or Tranches thereof, or by such of
them as are not present at the meeting in person or by proxy, and by the Company
and the Trustee.

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

Section 1304. QUORUM; ACTION. The Persons entitled to vote a majority in
aggregate principal amount of the Outstanding Securities of the series and
Tranches with respect to which a meeting shall have been called as hereinbefore
provided, considered as one class, shall constitute a quorum for a meeting of
Holders of Securities of such series and Tranches; PROVIDED, HOWEVER, that if
any action is to be taken at such meeting which this Indenture expressly
provides may be taken by the Holders of a specified percentage, which is less
than a majority, in principal amount of the Outstanding Securities of such
series and Tranches, considered as one class, the Persons entitled to vote such
specified percentage in principal amount of the Outstanding Securities of such
series and Tranches, considered as one class, shall constitute a quorum. In the
absence of a quorum within one hour of the time appointed for any such meeting,
the meeting shall, if convened at the request of Holders of Securities of such
series and Tranches, be dissolved. In any other case the meeting may be
adjourned for such period as may be determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for such
period as may be determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Except as provided by Section 1305(e),
notice of the reconvening of any meeting adjourned for more than 30 days shall
be given as provided in Section 1302(a) not less than 10 days prior to the date
on which the meeting is scheduled to be reconvened. Notice of the reconvening of
an adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series and Tranches
which shall constitute a quorum.

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


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affirmative vote of the Holders of such specified percentage in principal amount
of the Outstanding Securities of such series and Tranches, considered as one
class.

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

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

             (b) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities in regard to proof of the holding of such
Securities and of the appointment of proxies and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate. Except as
otherwise permitted or required by any such regulations, the holding of
Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104.
Such regulations may provide that written instruments appointing proxies,
regular on their face, may be presumed valid and genuine without the proof
specified in Section 104 or other proof.

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

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

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


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

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


                                Article Fourteen

         IMMUNITY OF INCORPORATORS, SHAREHOLDERS, OFFICERS AND DIRECTORS

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

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



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         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, all as of the day and year first above written.

                               FIRSTENERGY CORP.


                               By:
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                               BANK ONE TRUST COMPANY, N.A.,
                               Trustee


                               By:
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