<Page>
                                                                  EXHIBIT 4.1

                            THE WALT DISNEY COMPANYT


                             SENIOR DEBT SECURITIES


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


                                    INDENTURE


                         DATED AS OF SEPTEMBER 24, 2001


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


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                   AS TRUSTEE


<Page>

                             CROSS REFERENCE TABLE(1)

<Table>
<Caption>

TIA                                                                 INDENTURE
SECTION                                                              SECTION
-------                                                             ---------
<S>    <C>                                                          <C>
310    (a)(1).......................................................7.8; 7.10
       (a)(2)............................................................7.10
       (a)(3)............................................................N.A.
       (a)(4)............................................................N.A.
       (a)(5)............................................................7.10
       (b)..........................................................7.8; 7.10
       (c)...............................................................N.A.
311    (a)...............................................................7.11
       (b)...............................................................7.11
       (c)...............................................................N.A.
312    (a)................................................................2.7
       (b)...............................................................12.3
       (c)...............................................................12.3
313    (a)................................................................7.6
       (b)................................................................7.6
       (c)..........................................................7.6; 12.2
       (d)................................................................7.6
314    (a)..........................................................4.2; 12.2
       (b)...............................................................N.A.
       (c)(1)............................................................12.4
       (c)(2)............................................................12.4
       (c)(3)............................................................N.A.
       (d)...............................................................N.A.
       (e)...............................................................12.6
       (f)................................................................4.3
315    (a)................................................................7.1
       (b)..........................................................7.5; 12.2
       (c)................................................................7.1
       (d)................................................................7.1
       (e)...............................................................6.11
316    (a)(1)(A)..........................................................6.5
       (a)(1)(B)..........................................................6.4
       (a)(2)............................................................N.A.
       (b)................................................................6.7
       (c)...............................................................N.A.
317    (a)(1).............................................................6.8

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

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

                                       i
<Page>

       (a)(2).............................................................6.9
       (b)................................................................2.6
318    (a)...............................................................12.1
</Table>

                                       ii
<Page>

                               TABLE OF CONTENTS(2)

<Table>

<S>    <C>                <C>                                                                                   <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................1

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

ARTICLE II THE SECURITIES.........................................................................................6

       Section 2.1        Forms Generally.........................................................................6
       Section 2.2        Securities in Global Form...............................................................7
       Section 2.3        Title, Terms and Denominations..........................................................9
       Section 2.4        Execution, Authentication, Delivery and Dating.........................................12
       Section 2.5        Registrar and Paying Agent.............................................................15
       Section 2.6        Paying Agent to Hold Money and Securities in Trust.....................................15
       Section 2.7        Securityholder Lists...................................................................16
       Section 2.8        Transfer and Exchange..................................................................16
       Section 2.9        Replacement Securities and Coupons.....................................................19
       Section 2.10       Outstanding Securities; Determinations of Holders' Action..............................20
       Section 2.11       Temporary Securities...................................................................21
       Section 2.12       Cancellation...........................................................................22
       Section 2.13       Payment of Interest; Interest Rights Preserved.........................................23
       Section 2.14       Persons Deemed Owners..................................................................24
       Section 2.15       Computation of Interest................................................................25

ARTICLE III REDEMPTION...........................................................................................25

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

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

       Section 4.1        Payment of Securities..................................................................27
       Section 4.2        SEC Reports............................................................................28
       Section 4.3        Compliance Certificate.................................................................28
       Section 4.4        Further Instruments and Acts...........................................................28
       Section 4.5        Maintenance of Office or Agency........................................................28
       Section 4.6        Additional Amounts.....................................................................29

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

                                       iii
<Page>

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

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

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

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

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

       Section 7.1        Duties of Trustee......................................................................36
       Section 7.2        Rights of Trustee......................................................................37
       Section 7.3        Individual Rights of Trustee, Etc......................................................38
       Section 7.4        Trustee's Disclaimer...................................................................38
       Section 7.5        Notice of Defaults.....................................................................38
       Section 7.6        Reports by Trustee to Holders..........................................................38
       Section 7.7        Compensation and Indemnity.............................................................39
       Section 7.8        Replacement of Trustee.................................................................39
       Section 7.9        Successor Trustee by Merger............................................................41
       Section 7.10       Eligibility; Disqualification..........................................................41
       Section 7.11       Preferential Collection of Claims Against Company......................................41

ARTICLE VIII SATISFACTION AND DISCHARGE..........................................................................41

       Section 8.1        Discharge of Liability on Securities...................................................41
       Section 8.2        Repayment to the Company...............................................................42
       Section 8.3        Option to Effect Defeasance or Covenant Defeasance.....................................43
       Section 8.4        Defeasance and Discharge...............................................................43
       Section 8.5        Covenant Defeasance....................................................................43
       Section 8.6        Conditions to Defeasance or Covenant Defeasance........................................44

ARTICLE IX SUPPLEMENTAL INDENTURES...............................................................................44

       Section 9.1        Supplemental Indentures without Consent of Holders.....................................44
       Section 9.2        Supplemental Indentures with Consent of Holders........................................45
       Section 9.3        Compliance with Trust Indenture Act....................................................46
       Section 9.4        Revocation and Effect of Consents, Waivers and Actions.................................46
       Section 9.5        Notation On or Exchange of Securities..................................................47
       Section 9.6        Trustee to Sign Supplemental Indentures................................................47

                                       iv
<Page>

       Section 9.7        Effect of Supplemental Indentures......................................................47

ARTICLE X SINKING FUNDS..........................................................................................47

       Section 10.1       Applicability of Article...............................................................47
       Section 10.2       Satisfaction of Sinking Fund Payments with Securities..................................47
       Section 10.3       Redemption of Securities for Sinking Fund..............................................48

ARTICLE XI ACTIONS OF HOLDERS OF SECURITIES......................................................................48

       Section 11.1       Purposes for which Meetings May Be Called..............................................48
       Section 11.2       Call, Notice and Place of Meetings.....................................................48
       Section 11.3       Persons Entitled to Vote at Meetings...................................................49
       Section 11.4       Quorum; Action.........................................................................49
       Section 11.5       Determination of Voting Rights; Conduct and Adjournment of Meetings....................50
       Section 11.6       Counting Votes and Recording Action of Meetings........................................50
       Section 11.7       Actions of Holders Generally...........................................................51

ARTICLE XII MISCELLANEOUS........................................................................................52

       Section 12.1       Trust Indenture Act Controls...........................................................52
       Section 12.2       Notices................................................................................52
       Section 12.3       Communication by Holders with Other Holders............................................54
       Section 12.4       Certificate and Opinion as to Conditions Precedent.....................................54
       Section 12.5       Form of Documents Delivered to Trustee.................................................54
       Section 12.6       Statements Required in Certificate or Opinion..........................................55
       Section 12.7       Separability Clause....................................................................55
       Section 12.8       Rules by Trustee, Paying Agent and Registrar...........................................55
       Section 12.9       Legal Holidays.........................................................................55
       Section 12.10      Governing Law and Jurisdiction.........................................................55
       Section 12.11      No Recourse against Others.............................................................56
       Section 12.12      Successors.............................................................................56
       Section 12.13      Effect of Headings and Table of Contents...............................................56
       Section 12.14      Benefits of Indenture..................................................................56
       Section 12.15      Multiple Originals.....................................................................57


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

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

                                       v
<Page>

                  INDENTURE dated as of September 24, 2001, by and between
The Walt Disney Company, a Delaware corporation ("Company"), and Wells Fargo
Bank, National Association, a national banking association incorporated and
existing under the laws of the United States of America, as trustee
("Trustee").

                             RECITALS OF THE COMPANY

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

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

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         Section 1.1       DEFINITIONS.

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

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

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

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

<Page>

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

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

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

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

                  "Clearstream" means Clearstream Banking, societe anonyme.

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

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

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

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

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

                  "Discount Security" means any Security which provides for
an amount less than the Principal Amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 6.2.

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

                                       2
<Page>

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

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

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

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

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

                  "Interest Payment Date," when used with respect to any
Security, means the Stated Maturity of an installment of interest on such
Security.

                  "Maturity," when used with respect to any Security, means
the date on which the Principal of such Security or an installment of
Principal or, in the case of a Discount Security, the Principal Amount
payable upon a declaration of acceleration pursuant to Section 6.2, becomes
due and payable as therein or herein provided, whether at the Stated Maturity
or by declaration of acceleration, call for redemption or otherwise.

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

                  "Officers' Certificate" means a written certificate
containing the information specified in Sections 12.4 and 12.6, signed in the
name of the Company by its Chairman of the Board, a Vice Chairman, its Chief
Executive Officer, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and
delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion containing the
information specified in Sections 12.4 and 12.6, from legal counsel who is
acceptable to the Trustee. The counsel may be an employee of, or counsel to,
the Company or the Trustee.

                  "Periodic Offering" means an offering of Securities of a
series from time to time the specific terms of which Securities, including,
without limitation, the rate or rates of interest, if any, thereon, the
Stated Maturity or Maturities thereof, the original issue date or dates
thereof, the redemption provisions, if any, and any other terms specified as
contemplated by Section 2.3(a) with respect thereto, are to be determined by
the Company, or one or more of the Company's agents designated in an
Officers' Certificate, upon the issuance of such Securities.

                                       3
<Page>

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

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

                  "Predecessor Security" of any particular Security means
every previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.9 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security or
a Security to which a mutilated, destroyed, lost or stolen coupon appertains
shall be deemed to evidence the same debt as the mutilated, destroyed, lost
or stolen Security or the Security to which the mutilated, destroyed, lost or
stolen coupon appertains, as the case may be.

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

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

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

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

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

                  "SEC" means the Securities and Exchange Commission.

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

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

                  "Special Record Date" for the payment of any Defaulted
Interest on the Registered Securities of any issue means a date fixed by the
Trustee pursuant to Section 2.13.

                                       4

<Page>

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

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

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

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

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

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

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

         Section 1.2       OTHER DEFINITIONS.

<Table>
<Caption>
                                                          Defined in
        Term                                                Section
        ----                                              ----------
        <S>                                               <C>
        "Bankruptcy Law"                                      6.1
        "Common Depositary"                                   2.2
        "Custodian"                                           6.1
        "Defaulted Interest"                                 2.13
        "Event of Default"                                    6.1
        "Exchange Date"                                       2.2
        "Legal Holiday"                                      12.9
        "Notice of Default"                                   6.1
        "Outstanding"                                        2.10
        "Paying Agent"                                        2.5
        "Permanent Global Bearer Security"                    2.2
        "Registrar"                                           2.5
        "Temporary Global Bearer Security"                    2.2
</Table>

                                       5
<Page>

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

                  "Commission" means the SEC.

                  "Indenture Securities" means the Securities.

                  "Indenture Security Holder" means a Holder or
Securityholder.

                  "Indenture to be Qualified" means this Indenture.

                  "Indenture Trustee" or "Institutional Trustee" means the
Trustee.

                  "Obligor" on the indenture securities means the Company.

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

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

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

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

                  (iii)    "OR" is not exclusive;

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

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

                                   ARTICLE II

                                 THE SECURITIES

         Section 2.1       FORMS GENERALLY. The Registered Securities, if
any, of each series and the Bearer Securities, if any, of each series and
related coupons shall be in substantially such form (including global form)
as shall be established by delivery to the Trustee of an Officers'
Certificate or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of
any securities

                                       6
<Page>

exchange or as may, consistently herewith, be determined by the Officers
executing such Securities or coupons as evidenced by their execution of the
Securities or coupons. The Officers' Certificate so establishing the form of
Security or coupons, if any, of any series shall be delivered to the Trustee
at or prior to the delivery of the Company Order contemplated by Section 2.4
for the authentication and delivery of such Securities or coupons.

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

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

         Section 2.2       SECURITIES IN GLOBAL FORM. If Securities of a
series are issuable in temporary or permanent global form, as specified as
contemplated by Section 2.3(a), then, notwithstanding clause (10) of Section
2.3(a) and the provisions of Section 2.3(b), any such Security shall
represent such of the Outstanding Securities of such series as shall be
specified therein and may provide that it shall represent the aggregate
amount of Outstanding Securities from time to time endorsed thereon or
otherwise notated on the books and records of the Registrar and that the
aggregate amount of Outstanding Securities represented thereby may from time
to time be reduced to reflect exchanges. Any endorsement of a Security in
global form to reflect the amount of any increase or decrease in the amount
of Outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such person or persons as shall be
specified therein or in the Company Order to be delivered to the Trustee
pursuant to Section 2.4 or Section 2.11. Subject to the provisions of Section
2.4 and, if applicable, Section 2.11, the Trustee shall deliver and redeliver
any Security in global form in the manner and upon instructions given by the
person or persons specified therein or in the applicable Company Order. If a
Company Order pursuant to Section 2.4 or 2.11 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
other notation on the books and records of the Registrar or delivery or
redelivery of a Security of such series in global form shall be in writing
but need not comply with Section 12.4 or 12.6 and need not be accompanied by
an Opinion of Counsel (except as required by Section 2.4).

                  The provisions of the last sentence of Section 2.4 shall
apply to any Security represented by a Security in global form if such
Security was never issued and sold by the Company, and the Company delivers
to the Trustee the Security in global form together with written instructions
(which need not comply with Section 12.4 or 12.6 and need not be accompanied
by an Opinion of Counsel) with regard to the reduction in the Principal
Amount of Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 2.4.

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

                                       7
<Page>

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

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

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

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

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

                                       8
<Page>

Bearer Security, or any portion thereof, into Common Stock of the Company or
any other security, cash or other property.

         Section 2.3       TITLE, TERMS AND DENOMINATIONS.

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

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

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

                  (2)      any limit upon the aggregate Principal Amount of the
         Securities of the series which may be authenticated and delivered
         under this Indenture (except for Securities authenticated and
         delivered upon registration of transfer of, or in exchange for, or
         in lieu of, other Securities of the series pursuant to Sections 2.8,
         2.9, 2.11, 3.6, 9.5 or 10.3 and except for any Securities which,
         pursuant to Section 2.4, are deemed never to have been authenticated
         and delivered hereunder);

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

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

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

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

                                       9
<Page>

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

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

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

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

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

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

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

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

                  (15)     if the Company will pay additional amounts on
         any of the Securities and coupons, if any, of the series to any
         Holder who is a United States Alien (including any modification in
         the definition of such term), in respect of any tax, assessment or
         governmental charge withheld or deducted, under what circumstances
         and with what

                                      10
<Page>

         procedures and documentation the Company will pay such additional
         amounts, whether such additional amounts will be treated as interest
         or Principal pursuant to this Indenture, and whether the Company
         will have the option to redeem such Securities rather than pay
         additional amounts (and the terms of any such option);

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

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

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

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

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

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

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

                  (23)     any other terms of the series (which terms shall
         not be inconsistent with the provisions of this Indenture, except as
         permitted by Section 9.1(7)).

                  All Securities of any one series and the coupons
appertaining to any Bearer Securities of such series shall be substantially
identical except as to denomination and the rate or rates of interest, if
any, and Stated Maturity, the date from which interest, if any, shall accrue
and except as may otherwise be provided in or pursuant to an Officers'
Certificate pursuant to this Section 2.3(a) or in any indenture supplemental
hereto.

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

                                      11
<Page>

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

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

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

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

                  At any time and from time to time after the execution and
delivery of this Indenture (and subject to delivery of the Board Resolution
or Officers' Certificate or supplemental indenture as set forth in Section
2.3 with respect to the initial issuance of Securities of any series), the
Company may deliver Securities of any series together with any coupons
appertaining thereto, executed by the Company to the Trustee or its
authenticating agent with respect to Bearer Securities for authentication,
together with a Company Order for the authentication and delivery of such
Securities; and the Trustee or its authenticating agent with respect to
Bearer Securities in accordance with such Company Order shall authenticate
and deliver such Securities; PROVIDED, HOWEVER, that, with respect to
Securities of a series subject to a Periodic Offering, (a) such Company Order
may be delivered by the Company to the Trustee or its authenticating agent
with respect to Bearer Securities prior to the delivery to the Trustee of
such Securities for authentication and delivery, (b) the Trustee shall
authenticate and deliver Securities of such series for original issue from
time to time, in an aggregate Principal Amount not exceeding the aggregate
Principal Amount established for such series, pursuant to a Company Order or
pursuant to such procedures acceptable to the Trustee as may be specified
from time to time by a Company Order, (c) the rate or rates of interest, if
any, the Stated Maturity or Maturities, the original issue date or dates, the
redemption provisions, if any, and any other terms of Securities of such
series shall be determined by a Company Order or pursuant to

                                      12
<Page>

such procedures and (d) if provided for in such procedures, such Company
Order may authorize authentication and delivery pursuant to oral or
electronic instructions from the Company, or the Company's duly authorized
agent or agents designated in an Officers' Certificate, which instructions
shall be promptly confirmed in writing; and PROVIDED, FURTHER, that, no
Bearer Security or coupon shall be mailed or otherwise delivered to any
person who is not a United States Alien or to any location in the United
States. Except as permitted by Section 2.9, the Trustee's authenticating
agent shall not authenticate and deliver any Bearer Security unless all
appurtenant coupons for interest then matured have been detached and
cancelled.

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

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

         (b)      that such Securities, together with any coupons
appertaining thereto, when authenticated and delivered by the Trustee or its
authenticating agent and issued by the Company in the manner and subject to
any conditions specified in such Opinion of Counsel, will constitute valid
and legally binding obligations of the Company, enforceable in accordance
with their terms, subject to customary exceptions; PROVIDED, HOWEVER, that,
with respect to Securities of a series subject to a Periodic Offering, the
Trustee shall be entitled to receive such Opinion of Counsel only once at or
prior to the time of the first authentication of Securities of such series
(PROVIDED, that such Opinion of Counsel covers all Securities of such series)
and that the Opinion of Counsel above may state:

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

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

                  With respect to Securities of a series subject to a
Periodic Offering, the Trustee may conclusively rely, as to the authorization
by the Company of any of such Securities, the form and terms thereof and the
legality, validity, binding effect and enforceability thereof, upon

                                      13
<Page>

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

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

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

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

                  No Security or coupon shall be entitled to any benefit
under this Indenture or be valid or obligatory for any purpose unless there
appears on such Security a certificate of authentication substantially in the
form provided for herein duly executed by the Trustee by manual signature of
an authorized signatory, and such certificate upon any Security shall be
conclusive evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder. The Trustee's certificate of
authentication shall be in substantially the following form:

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

                                      Wells Fargo Bank, National Association,
                                      as Trustee


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

                                      14

<Page>

                  Notwithstanding the foregoing, if any Security shall have
been duly authenticated and delivered hereunder but never issued and sold by
the Company, and the Company shall deliver such Security to the Trustee for
cancellation as provided in Section 2.12 together with a written statement
(which need not comply with Section 12.4 or 12.6 and need not be accompanied
by an Opinion of Counsel) stating that such Security has never been issued
and sold by the Company, for all purposes of this Indenture such Security
shall be deemed never to have been authenticated and delivered hereunder and
shall never be entitled to the benefits of this Indenture.

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

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

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

         Section 2.6       PAYING AGENT TO HOLD MONEY AND SECURITIES IN
TRUST. Except as otherwise provided herein, prior to or on each due date of
payments in respect of any series of Securities, the Company shall deposit
with the Paying Agent with respect to such Securities a sum of money
sufficient to make such payments when so becoming due. The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that
the Paying Agent shall hold in trust for the benefit of Holders or the
Trustee all money held by such Paying Agent for the making of payments in
respect of the Securities of such series and shall notify the Trustee in
writing of any default by the Company in making any such payment. At any time
during the continuance of any such default, a Paying Agent shall, upon the
written request of the Trustee, forthwith pay to the Trustee all money so
held in trust with respect to such Securities. If the Company, a Subsidiary
or an Affiliate of either of them acts as Paying Agent for a series of
Securities, it shall segregate the money held by it as Paying Agent with
respect to such Securities and hold it as a separate trust fund. The Company
at any time may require a Paying Agent for a series of Securities to pay all
money held by it with respect to such Securities to the Trustee and to
account for any money disbursed by it. Upon doing so, such Paying Agent shall
have no further liability for the money.

                                      15
<Page>

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

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

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

                  At the option of the Holder, Registered Securities of any
series may be exchanged for other Registered Securities of the same series of
any authorized denomination or denominations, of a like aggregate Principal
Amount and tenor, upon surrender of the Securities to be exchanged at such
office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver,
the Securities which the Holder making the exchange is entitled to receive.
Bearer Securities may not be issued in exchange for Registered Securities.

                  At the option of the Holder, Bearer Securities of any
series may be exchanged for Registered Securities of the same series of any
authorized denomination or denominations and of a like aggregate Principal
Amount and tenor, upon surrender of the Bearer Securities to be exchanged at
any office or agency of the Company located outside the United States, with
all unmatured coupons and all matured coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any
such unmatured coupon or coupons or matured coupon or coupons in default,
such exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company and the Trustee or Paying Agent in
an amount equal to the face amount of such missing coupon or coupons, or the
surrender of such missing coupon or coupons may be waived by the Company, the
Paying Agent and the Trustee if there is furnished to them such security or
indemnity as they may require to save each of them and any

                                      16
<Page>

Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to any Paying Agent any such missing coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; PROVIDED, HOWEVER, that, except as otherwise
provided in Section 4.5, interest represented by coupons shall be payable
only upon presentation and surrender of those coupons at an office or agency
located outside the United States. Notwithstanding the foregoing, in case a
Bearer Security of any series is surrendered at any such office or agency in
exchange for a Registered Security of the same series and like tenor after
the close of business at such office or agency on (i) any Regular Record Date
and before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the opening
of business at such office or agency on the related proposed date for payment
of Defaulted Interest, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date or proposed date for payment,
as the case may be, and interest or Defaulted Interest, as the case may be,
will not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

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

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

                  The Company may at any time and in its sole discretion
determine that the Securities of any series issued in the form of one or more
global Securities shall no longer be represented by such global Security or
Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Order for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive form and in an aggregate Principal Amount equal to the
Principal Amount of the Security or Securities in global form representing
such series in exchange for such Security or Securities in global form in
accordance with the instructions, if any, of the Depositary.

                  Notwithstanding the foregoing, except as otherwise
specified in the preceding two paragraphs or as contemplated by Section
2.3(a), any global Security shall be exchangeable only as provided in this
paragraph. If the beneficial owners of interests in a global Security are
entitled to exchange such interests for definitive Securities of such series
and of like Principal Amount and tenor but of another authorized form and
denomination, as specified as contemplated by Section 2.3(a), then without
unnecessary delay but in any event not later than

                                      17
<Page>

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

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

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

                  Every Registered Security presented or surrendered for
registration of transfer or for exchange shall be duly endorsed, or be
accompanied by a written instrument of transfer in

                                      18
<Page>

form satisfactory to the Company and the Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

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

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

                  In case any such mutilated, destroyed, lost or stolen
Security or coupon has become or is about to become due and payable, the
Company in its discretion may, instead of issuing a new Security, pay such
Security or coupon; PROVIDED, HOWEVER, that the Principal of and any interest
on Bearer Securities shall, except as otherwise provided in Section 4.5, be
payable only at an office or agency located outside the United States and,
unless otherwise specified as contemplated by Section 2.3(a), any interest on
Bearer Securities shall be payable only upon presentation and surrender of
the coupons appertaining thereto.

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

                                      19
<Page>

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

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

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

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

                                      20
<Page>

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

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

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

                  Unless otherwise specified as contemplated by Section
2.3(a), if Bearer Securities of any series are represented by a Security in
temporary global form, any such temporary global Security shall be delivered
to the Depositary for the benefit of Euroclear and Clearstream, for credit to
the respective accounts of the beneficial owners of such Securities (or to
such other accounts as they may direct).

                  Without unnecessary delay but in any event not later than
the Exchange Date, the Company shall deliver to the Trustee or paying agent
outside the United States permanent Securities of the same series which may
be in definitive or global form at the sole discretion of the Company, in
aggregate Principal Amount equal to the Principal Amount of such temporary
global Security, executed by the Company. On or after the Exchange Date, such
temporary global Security shall be surrendered by the Depositary to the
Trustee or paying agent outside the United States, as the Company's agent for
such purpose, to be exchanged, in whole or from time

                                      21
<Page>

to time in part, for permanent Securities of the same series which may be in
definitive or global form at the sole discretion of the Company and of like
tenor without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such temporary global Security, an equal
aggregate Principal Amount of definitive Securities or interests in the
Permanent Global Bearer Security of the same series of authorized
denominations and of like tenor as the portion of such temporary global
Security to be exchanged. The permanent Securities to be delivered in
exchange for any such temporary global Security shall be in definitive bearer
form or registered form, or shall be represented by a Permanent Global Bearer
Security, or any combination thereof, as specified as contemplated by Section
2.3(a), and, if any combination thereof is so specified, as requested by the
beneficial owner thereof PROVIDED, that no beneficial owner of a registered
Temporary Global Bearer Security who is not a United States alien or who is
located in the United States shall be entitled to receive Bearer Securities.

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

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

         Section 2.12      CANCELLATION. All Securities or coupons
surrendered for payment, redemption, registration of transfer or exchange, or
for credit against any sinking fund payment, shall, if surrendered to any
person other than the Trustee, be delivered to the Trustee and all Registered
Securities and matured coupons so delivered shall be promptly cancelled by
it. All Bearer Securities and unmatured coupons so delivered shall be held by
the Trustee and, upon instruction by a Company Order, shall be cancelled or
held for reissuance. Bearer Securities and unmatured coupons held for
reissuance may be reissued only in replacement of mutilated, lost,

                                      22
<Page>

stolen or destroyed Bearer Securities of the same series and like tenor or
the related coupons pursuant to Section 2.9. All Bearer Securities and
unmatured coupons held by the Trustee pending such cancellation or reissuance
shall be deemed to be delivered for cancellation for all purposes of this
Indenture and the Securities. The Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever (including Securities received by the Company in exchange or
payment for other Securities of the Company) and may deliver to the Trustee
(or to any other person for delivery to the Trustee) for cancellation any
Securities previously authenticated hereunder which the Company has not
issued and sold, and all Securities so delivered shall be promptly cancelled
by the Trustee. The Company may not reissue, or issue new Securities to
replace, Securities it has paid or delivered to the Trustee for cancellation.

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

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

                  Any interest on any Registered Security of any series which
is payable, but is not punctually paid or duly provided for, on any Interest
Payment Date (herein called "Defaulted Interest") shall forthwith cease to be
payable to the Holder on the relevant Regular Record Date by virtue of having
been such Holder, and such Defaulted Interest may be paid by the Company, at
its election in each case, as provided in clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
         Interest to the persons in whose names the Securities of such series
         (or their respective Predecessor Securities) are registered at the
         close of business on a Special Record Date for the payment of such
         Defaulted Interest, which shall be fixed in the following manner. The
         Company shall notify the Trustee in writing of the amount of Defaulted
         Interest proposed to be paid on each Registered Security and the date
         of the proposed payment, and at the same time the Company shall deposit
         with the Trustee an amount of money equal to the

                                      23
<Page>

         aggregate amount proposed to be paid in respect of such Defaulted
         Interest or shall make arrangements satisfactory to the Trustee for
         such deposit prior to the date of the proposed payment, such money
         when deposited to be held in trust for the benefit of the persons
         entitled to such Defaulted Interest as in this Clause provided.
         Thereupon the Trustee shall fix a Special Record Date for the
         payment of such Defaulted Interest which shall be not more than 15
         days and not less than 10 days prior to the date of the proposed
         payment and not less than 10 days after the receipt by the Trustee
         of the notice of the proposed payment. The Trustee shall promptly
         notify the Company of such Special Record Date and, in the name and
         at the expense of the Company, shall cause notice of the proposed
         payment of such Defaulted Interest and the Special Record Date
         therefor to be mailed, first-class postage prepaid, to each Holder
         of Registered Securities at his address as it appears in the
         Security Register, not less than 10 days prior to such Special
         Record Date. Notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor having been so mailed,
         such Defaulted Interest shall be paid to the persons in whose names
         the Securities (or their respective Predecessor Securities) are
         registered at the close of business on such Special Record Date and
         shall no longer be payable pursuant to the following Clause (2).

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

                  Subject to the foregoing provisions of this Section and
Section 2.8, each Security delivered under this Indenture upon registration
of transfer of or in exchange for or in lieu of any other Security shall
carry the rights to interest accrued and unpaid, and to accrue, which were
carried by such other Security.

         Section 2.14      PERSONS DEEMED OWNERS. Prior to due presentment of
a Registered Security for registration of transfer, the Company, the Trustee
and any agent of the Company or the Trustee may treat the person in whose
name such Registered Security is registered as the owner of such Registered
Security for the purpose of receiving payment of Principal of and (except as
otherwise specified as contemplated by Section 2.3(a) and subject to Section
2.8 and Section 2.13) interest on such Registered Security and for all other
purposes whatsoever, whether or not such Registered Security be overdue, and
neither the Company, the Trustee nor any agent of the Company or the Trustee
shall be affected by notice to the contrary.

                  Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Trustee and any agent of the
Company or the Trustee may treat the bearer of any Bearer Security and the
bearer of any coupon as the absolute owner of such Bearer Security or coupon
for the purpose of receiving payment thereof or on account thereof and for
all other purposes whatsoever, whether or not such Bearer Security or coupon
be overdue, and neither the Company, the Trustee nor any agent of the Company
or the Trustee shall be affected by notice to the contrary.

                                      24

<Page>

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

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

                                   ARTICLE III

                                   REDEMPTION

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

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

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

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

                                       25
<Page>

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

                  (1)      the Redemption Date;

                  (2)      the Redemption Price;

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

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

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

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

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

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

         Section 3.4       EFFECT OF NOTICE OF REDEMPTION. Once notice of
redemption is given, Securities called for redemption become due and payable
on the Redemption Date and at the Redemption Price stated in the notice, and
from and after such date (unless the Company shall default in the payment of
the Redemption Price and accrued interest) such Securities shall cease to
bear interest and the coupons for such interest appertaining to any Bearer
Securities so to be redeemed, except to the extent provided below, shall be
void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
PROVIDED, HOWEVER, that installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only
at an office or agency located outside the United States (except as otherwise
provided in Section 4.5) and, unless otherwise specified as contemplated by
Section 2.3(a), only upon presentation and surrender of coupons for such
interest; and PROVIDED, FURTHER, that, unless otherwise specified as
contemplated by Section 2.3(a), installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date shall
be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant
Regular Record Dates according to their terms and the provisions of Sections
2.8 and 2.13.

                                      26
<Page>

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

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

         Section 3.5       DEPOSIT OF REDEMPTION PRICE. By or before 10:00
a.m. New York City time on the Redemption Date, the Company shall deposit
with the Paying Agent (or if the Company or a Subsidiary or an Affiliate of
either of them is the Paying Agent, shall segregate and hold in trust) money
sufficient to pay the Redemption Price and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, of all Securities to
be redeemed on that date other than Securities or portions of Securities
called for redemption which prior thereto have been delivered by the Company
to the Trustee for cancellation. If such money is then held by the Company in
trust and is not required for such purpose, it shall be discharged from such
trust.

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

                                 ARTICLE IV

                                  COVENANTS

         Section 4.1       PAYMENT OF SECURITIES. The Company shall promptly
make all payments in respect of each series of Securities on the dates and in
the manner provided in the Securities and any coupons appertaining thereto
and, to the extent not otherwise so provided, pursuant to this Indenture. An
installment of Principal of or interest on the Securities shall be considered
paid on the date it is due if the Trustee or a Paying Agent (other than the
Company or an Affiliate

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of the Company) holds on that date funds (in the currency or currencies of
payment with respect to such Securities) designated for and sufficient to pay
such installment. Unless otherwise specified as contemplated by Section
2.3(a) with respect to any series of Securities, any interest due on Bearer
Securities on or before Maturity shall be payable only upon presentation and
surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature. At the Company's option, payments
of Principal or interest may be made by check or by transfer to an account
maintained by the payee, subject, in the case of Bearer Securities, to the
provisions of Section 4.5.

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

         Section 4.3       COMPLIANCE CERTIFICATE. The Company shall deliver
to the Trustee within 120 days after the end of each fiscal year (beginning
with the fiscal year ending on September 30, 2002) an Officers' Certificate
stating whether or not the signers know of any Default that occurred during
such period. If they do, such Officers' Certificate shall describe the
Default and its status.

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

         Section 4.5       MAINTENANCE OF OFFICE OR AGENCY. If Securities of
a series are issuable only as Registered Securities, the Company will
maintain in each Place of Payment for such series an office or agency where
Securities of that series may be presented or surrendered for payment, where
Securities of that series may be surrendered for registration of transfer or
exchange and where notices and demands to or upon the Company in respect of
the Securities of that series and this Indenture may be served. If Securities
of a series are issuable as Bearer Securities, the Company will maintain (A)
in the Borough of Manhattan, The City of New York, an office or agency where
any Registered Securities of that series may be presented or surrendered for
payment, where any Registered Securities of that series may be surrendered
for registration of transfer, where Securities of that series may be
surrendered for exchange, purchase or redemption and where notices and
demands to or upon the Company in respect of the Securities of that series
and this Indenture may be served and where Bearer Securities of that series
and related coupons may be presented or surrendered for payment in the
circumstances described in the following paragraph (and not otherwise), (B)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series which is located outside the United States, an office or
agency where Securities of that series and related coupons may be presented
and surrendered for payment (including payment of any additional amounts
payable on Securities of that series pursuant to Section 4.6), and (C)
subject to any laws or regulations applicable thereto, in a Place of Payment
for that series located outside the United States an office or agency where
any Registered Securities of that series may be surrendered for registration
of transfer, where Securities of that series may be surrendered for exchange
and

                                      28
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where notices and demands to or upon the Company in respect of the Securities
of that series and this Indenture may be served. The office of the Trustee at
707 Wilshire Boulevard, 17th Floor, Los Angeles, California 90017, Attention:
Corporate Trust Department, shall be such office or agency for all of the
aforesaid purposes unless the Company shall maintain some other office or
agency for such purposes and shall give prompt written notice to the Trustee
of the location, and any change in the location, of such other office or
agency. In the event that Registered Securities are issued or if the
Depositary shall so require, the Company will appoint a Paying Agent and
Registrar in The City of New York. If at any time the Company shall fail to
maintain any such required office or agency in respect of any series of
Securities or shall fail to furnish the Trustee with the address thereof,
such presentations and surrenders of Securities of that series may be made
and notices and demands may be made or served at the address of the Trustee
set forth in Section 12.2, except that Bearer Securities of that series and
the related coupons may be presented and surrendered for payment (including
payment of any additional amounts payable on Bearer Securities of that series
pursuant to Section 4.6) at the place specified for that purpose as
contemplated by Section 2.3(a) and the Company hereby appoints the same as
its agent to receive such respective presentations, surrenders, notices and
demands.

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

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

         Section 4.6       ADDITIONAL AMOUNTS. If specified as contemplated
by Section 2.3(a), the Securities of a series may provide for the payment of
additional amounts, and in such case, the Company will pay to the Holder of
any Security of such series or any coupon appertaining thereto additional
amounts as provided therein. Wherever in this Indenture there is mentioned,
in any context, the payment of the Principal of or any interest on, or in
respect of, any Security of any series or payment of any related coupon, such
mention shall be deemed to include mention of the payment of additional
amounts provided for in this Section to the extent that, in such

                                      29
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context, additional amounts are, were or would be payable in respect thereof
pursuant to the provisions of this Section and express mention of the payment
of additional amounts (if applicable) in any provisions hereof shall not be
construed as excluding additional amounts in those provisions hereof where
such express mention is not made.

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

                                 ARTICLE V

                           SUCCESSOR CORPORATION

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

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

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

         (c)      the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that such
consolidation, merger, conveyance, transfer or lease

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and, if a supplemental indenture is required in connection with such
transaction, such supplemental indenture, comply with this Article and that
all conditions precedent herein provided for relating to such transaction
have been satisfied.

                  The successor person formed by such consolidation or into
which the Company is merged or the successor person to which such conveyance,
transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of the Company under this Indenture with the
same effect as if such successor had been named as the Company herein; and
thereafter, except in the case of a lease of its properties and assets
substantially as an entirety, the Company shall be discharged from all
obligations and covenants under this Indenture, the Securities and coupons.

                                 ARTICLE VI

                            DEFAULTS AND REMEDIES

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

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

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

                  (3)      there shall have been the entry by a court of
         competent jurisdiction of (a) a decree or order for relief in
         respect of the Company in an involuntary case or proceeding under
         any applicable Bankruptcy Law or (b) a decree or order adjudging
         the Company bankrupt or insolvent, or seeking reorganization,
         arrangement, adjustment or composition of or in respect of the
         Company under any applicable federal or state law, or appointing
         a custodian, receiver, liquidator, assignee, trustee, sequestrator
         (or other similar official) of the Company or of any substantial
         part of its property, or ordering the wind up or liquidation of
         its affairs, and any such decree or order for relief shall continue
         to be in effect, or any such other decree or order shall be
         unstayed and in effect, for a period of 60 consecutive days;

                  (4)      (a) the Company commences a voluntary case or
         proceeding under any applicable Bankruptcy Law or any other case
         or proceeding to be adjudicated bankrupt or insolvent, (b) the
         Company consents to the entry of a decree or order for relief in
         respect of the Company in an involuntary case or proceeding under
         any applicable Bankruptcy

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<Page>

         Law or to the commencement of any bankruptcy or insolvency case
         or proceeding against it, (c) the Company files a petition or
         answer or consent seeking reorganization or substantially
         comparable relief under any applicable federal state law, (d) the
         Company (x) consents to the filing of such petition or the
         appointment of, or taking possession by, a custodian, receiver,
         liquidator, assignee, trustee, sequestrator or similar official of
         the Company or of any substantial part of its property, (y) makes
         an assignment for the benefit of creditors or (z) admits in writing
         its inability to pay its debts generally as they become due or (e)
         the Company takes any corporate action in furtherance of any such
         actions in this clause (4); or

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

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

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

         Section 6.2       ACCELERATION. If an Event of Default with respect
to Securities of any series at the time Outstanding (other than an Event of
Default specified in Section 6.1(3) or (4)) occurs and is continuing, the
Trustee by notice to the Company, or the Holders of at least 25% in aggregate
Principal Amount of the Outstanding Securities of that series by notice to
the Company and the Trustee, may declare the Principal Amount (or, if any of
the Securities of that series are Discount Securities, such portion of the
Principal Amount of such Securities as may be specified in the terms thereof)
of all the Securities of that series to be immediately due and payable. Upon
such a declaration, such Principal (or portion thereof) shall be due and
payable immediately. If an Event of Default specified in Section 6.1(3) or
(4) occurs and is continuing, the Principal (or portion thereof) of all the
Securities of that series shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any
Securityholders. The Holders of a majority in aggregate Principal Amount of
the Outstanding Securities of any series, by notice to the Trustee (and
without notice to any other Securityholder) may rescind an acceleration with
respect to that series and its consequences if the rescission would not
conflict with any judgment or decree and all existing Events of Default with
respect to Securities of such series have been cured or waived except
nonpayment of the Principal (or portion thereof) of Securities of such series
that has become due solely as a result of such acceleration and if all
amounts due to the Trustee under Section 7.7 have been paid. No such
rescission shall affect any subsequent Default or impair any right consequent
thereto.

         Section 6.3       OTHER REMEDIES. If an Event of Default with
respect to a series of Outstanding Securities occurs and is continuing, the
Trustee may pursue any available remedy to (a) collect the payment of the
whole amount then due and payable on such Securities for

                                      32
<Page>

Principal and interest, with interest upon the overdue Principal and, to the
extent that payment of such interest shall be legally enforceable, upon
overdue installments of interest from the date such interest was due, at the
rate or rates prescribed therefor in such Securities and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including amounts due the Trustee under Section 7.7
or (b) enforce the performance of any provision of the Securities or this
Indenture.

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

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

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

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

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

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

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

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

                                      33
<Page>

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

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

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

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

         Section 6.9       TRUSTEE MAY FILE PROOFS OF CLAIM. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities
or the property of the Company or of such other obligor or their creditors,
the Trustee (irrespective of whether the Principal of the Securities shall
then be due and payable as therein expressed or by declaration or otherwise
and irrespective of whether the Trustee shall have made any demand on the
Company for the payment of overdue Principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

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

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

and any Custodian, receiver, assignee, trustee, liquidator, sequestrator or
similar official in any such judicial proceeding is hereby authorized by each
Holder of Securities and coupons to make such payments to the Trustee and, in
the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities and coupons, to pay the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.7.

                                      34

<Page>

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

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

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

                  SECOND: to Securityholders for amounts due and unpaid for
the Principal and interest on the Securities and interest evidenced by
coupons in respect of which or for the benefit of which such money has been
collected, ratably, without preference or priority of any kind, according to
the amounts due and payable on such Securities and coupons for Principal and
interest, respectively; and

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

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

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

         Section 6.12      WAIVER OF STAY, EXTENSION OR USURY LAWS. The
Company covenants (to the extent that it may lawfully do so) that it will not
at any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law or any usury or other
law wherever enacted, now or at any time hereafter in force, which may affect
the covenants or the performance of this Indenture; and the Company (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it will not hinder, delay or
impede the execution of any power herein granted to the Trustee,

                                      35
<Page>

but will suffer and permit the execution of every such power as though no
such law had been enacted.

                                 ARTICLE VII

                                   TRUSTEE

         Section 7.1       DUTIES OF TRUSTEE.

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

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

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

                  (2)      in the absence of bad faith on its part, the
         Trustee may conclusively rely, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to the Trustee and conforming
         to the requirements of this Indenture. However, the Trustee shall
         examine the certificates and opinions to determine whether or not
         they conform to the requirements of this Indenture.

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

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

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

                  (3)      the Trustee shall not be liable with respect to
         any action it takes or omits to take in good faith in accordance
         with a direction received by it pursuant to Section 6.5 or
         exercising any trust or power conferred upon the Trustee under
         this Indenture.

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

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

                                      36
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         (f) Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall not be liable for any interest on any money received by it except as
the Trustee may otherwise agree in writing with the Company.

         Section 7.2       RIGHTS OF TRUSTEE.

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

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

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

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

         (e)      The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate, Opinion of
Counsel (or both), Company Order or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, bond,
debenture, note, coupon, security or other paper believed to be genuine and
to have been signed or presented by the proper party or parties.

         (f)      Any request, direction, order or demand of the Company
mentioned herein shall be sufficiently evidenced by an Officers' Certificate
(unless other evidence in respect thereof be herein specifically prescribed);
and any resolution of the Board of Directors may be evidenced to the Trustee
by a copy thereof certified by the secretary or an assistant secretary of the
Company.

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

         (h)      The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which might be incurred therein or thereby.

         (i)      Prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all Events of Default, 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, consent, order, approval, appraisal, bond, debenture, note, coupon,
security or other paper or document unless requested in writing to do so by
the Holders of not less than a majority in the aggregate principal amount of
the Securities of such series then Outstanding;

                                      37
<Page>

PROVIDED, that, if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of
any such investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the terms of this
Indenture, the Trustee may require reasonable indemnity against such expense
or liabilities as a condition to proceeding; the reasonable expense of every
such investigation shall be paid by the Company or, if paid by the Trustee or
any predecessor trustee, shall be repaid by the Company upon demand.

         (j)      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 not regularly in its employ and the Trustee shall not be
responsible for any misconduct or negligence on the part of any such agent or
attorney appointed with due care by it hereunder.

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

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

         Section 7.5       NOTICE OF DEFAULTS. If a Default with respect to
the Securities of any series occurs and is continuing and if it is known to
the Trustee, the Trustee shall give to each Holder of Securities of such
series notice of such Default in the manner set forth in TIA Section 315(b)
within 90 days after it occurs. Except in the case of a Default described in
Section 6.1(1) with respect to any Security of such series or a Default in
the payment of any sinking fund installment with respect to any Security of
such series, the Trustee may withhold the notice if and so long as a
committee of its Trust Officers in good faith determines that withholding the
notice is in the interests of the Holders of Securities of such series.

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

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

                                      38
<Page>

         Section 7.7       COMPENSATION AND INDEMNITY.  The Company agrees:

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

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

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

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

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

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

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

                  (2)      the Trustee is adjudged bankrupt or insolvent;

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

                  (4)      the Trustee otherwise becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists
in the office of Trustee for any reason, with respect to the Securities of
one or more series, the Company shall promptly appoint, by resolution of its
Board of Directors, a successor Trustee with respect to the Securities of
that or those series (it being understood that any such successor Trustee may
be appointed

                                      39
<Page>

with respect to the Securities of one or more or all of such series and that
at any time there shall be only one Trustee with respect to the Securities of
any series).

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

                  In case of the appointment hereunder of a successor Trustee
with respect to the Securities of one or more (but not all) series, the
Company, the retiring Trustee and each successor Trustee with respect to the
Securities of one or more series shall execute and deliver an indenture
supplemental hereto wherein each successor Trustee shall accept such
appointment and which (1) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, each successor
Trustee all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Securities of that or those series to which the
appointment of such successor Trustee relates, (2) if the retiring Trustee is
not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series as to which the retiring Trustee is not
retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein
or in such supplemental indenture shall constitute such Trustees as
co-Trustees of the same trust and that each such Trustee shall be trustee of
a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any other such Trustee; and upon the execution and
delivery of such supplemental indenture the resignation or removal of the
retiring Trustee shall become effective to the extent provided therein and
each such successor Trustee, without any further act, deed or conveyance,
shall become vested with all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to
which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, subject, nevertheless, to its lien, if any, provided for in Section
7.7.

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

                                      40
<Page>

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

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

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

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

                                ARTICLE VIII

                         SATISFACTION AND DISCHARGE

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

         (a)      either

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

                                      41
<Page>

         theretofore been deposited in trust or segregated and held in trust
         by the Company and thereafter repaid to the Company or discharged
         from such trust, as provided in Section 8.2) have been delivered to
         the Trustee for cancellation; or

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

                           (i)      have become due and payable, or

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

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

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

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

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

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

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

         Section 8.2       REPAYMENT TO THE COMPANY. The Trustee and the
Paying Agent shall return to the Company on Company Request any money held by
them for the payment of any amount with respect to the Securities that
remains unclaimed for two years; PROVIDED, HOWEVER, that the Trustee or such
Paying Agent, before being required to make any such return, may at the

                                      42
<Page>

expense and direction of the Company cause to be published once in an
Authorized Newspaper in each Place of Payment of or mail to each such Holder
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
publication or mailing, any unclaimed money then remaining will be returned
to the Company. After return to the Company, Holders entitled to the money
must look to the Company for payment as general creditors unless an
applicable abandoned property law designates another person.

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

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

         Section 8.5       COVENANT DEFEASANCE. Upon the Company's exercise
under Section 8.3 of the option applicable this Section 8.5, the Company
shall be released from its obligations under Sections 4.2 and 4.3 and Article
V and such other provisions as may be provided as contemplated by Section
2.3(a) with respect to Securities of a particular series and with respect to
the Defeased Securities on and after the date the conditions set forth below
are satisfied (hereinafter "covenant defeasance"), and the Defeased
Securities shall thereafter be deemed to be not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders
(and the consequences if any thereof) in connection with such covenants, but
shall continue to be deemed "outstanding" for all other purposes hereunder.
For this purpose, such covenant defeasance means that, with respect to the
Defeased Securities, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any
such Section or Article, whether directly or indirectly, by reason of any
reference elsewhere herein to any such Section or Article or by reason of any
reference in any such Section or Article to any other provisions herein or in
any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.1 but, except as specified above, the
remainder of this Indenture and such Defeased Securities shall be unaffected
thereby.

                                      43
<Page>

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

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

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

                                 ARTICLE IX

                           SUPPLEMENTAL INDENTURES

         Section 9.1       SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
HOLDERS. Without the consent of any Holders of Securities or coupons, the
Company and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

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

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

                  (3) to add to or change any of the provisions of this
         Indenture to provide that Bearer Securities may be registrable as
         to Principal, to change or eliminate any restrictions (including
         restrictions relating to payment in the United States) on the

                                      44

<Page>

         payment of Principal of or any premium or interest on Bearer
         Securities, to permit Bearer Securities to be issued in exchange for
         Registered Securities, to permit Bearer Securities to be issued in
         exchange for Bearer Securities of other authorized denominations or
         to permit the issuance of Securities in uncertificated form; or

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

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

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

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

                  (8)      to secure the Securities; or

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

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

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

                                      45
<Page>

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

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

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

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

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

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

         Section 9.4       REVOCATION AND EFFECT OF CONSENTS, WAIVERS AND
ACTIONS. Until an amendment or waiver with respect to a series of Securities
becomes effective, a consent to it or any other action by a Holder of a
Security of that series hereunder is a continuing consent by the Holder and
every subsequent Holder of that Security or portion of that Security that
evidences the same obligation as the consenting Holder's Security, even if
notation of the consent, waiver or action is not made on the Security.
However, any such Holder or subsequent Holder may revoke the consent, waiver
or action as to such Holder's Security or portion of the Security if the
Trustee receives the notice of revocation before the Company or an agent of
the Company certifies to the Trustee that the consent of the requisite
aggregate Principal Amount of the Securities of that series has been
obtained. After an amendment, waiver or action becomes effective, it shall
bind every Holder of Securities of that series.

                  The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to
any amendment or waiver with respect to a series of Securities. If a record
date is fixed, then notwithstanding the first two sentences of the
immediately preceding paragraph, those persons who were Holders of Securities
of that series at such record date (or their duly designated proxies), and
only those persons, shall be entitled to revoke any consent previously given,
whether or not such persons continue to be Holders after

                                      46
<Page>

such record date. No such consent shall be valid or effective for more than
90 days after such record date.

         Section 9.5       NOTATION ON OR EXCHANGE OF SECURITIES. Securities
of any series authenticated and delivered after the execution of any
supplemental indenture with respect to such series pursuant to this Article
may, and shall if required by the Trustee, bear a notation in form approved
by the Trustee as to any matter provided for in such supplemental indenture.
If the Company shall so determine, new Securities of such series so modified
as to conform, in the opinion of the Trustee and the Board of Directors, to
any such supplemental indenture may be prepared and executed by the Company
and authenticated and delivered by the Trustee in exchange for outstanding
Securities of that series.

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

         Section 9.7       EFFECT OF SUPPLEMENTAL INDENTURES. Upon the
execution of any supplemental indenture under this Article, this Indenture
shall be modified in accordance therewith, and such supplemental indenture
shall form a part of this Indenture for all purposes; and every Holder of
Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby, except to the extent otherwise set forth thereon.

                                  ARTICLE X

                                SINKING FUNDS

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

                  The minimum amount of any sinking fund payment provided for
by the terms of Securities of any series is herein referred to as a
"Mandatory Sinking Fund Payment," and any payment in excess of such minimum
amount provided for by the terms of Securities of any series is herein
referred to as an "Optional Sinking Fund Payment." If provided for by the
terms of Securities of any series, the cash amount of any sinking fund
payment may be subject to reduction as provided in Section 10.2. Each sinking
fund payment shall be applied to the redemption of Securities of any series
as provided for by the terms of the Securities of such series.

         Section 10.2      SATISFACTION OF SINKING FUND PAYMENTS WITH
SECURITIES. The Company (1) may deliver Outstanding Securities of a series
with the same issue date, interest rate and Stated Maturity (other than any
previously called for redemption), together in the case of any Bearer
Securities of such series with the same issue date, interest rate and Stated
Maturity with all unmatured coupons appertaining thereto, and (2) may apply
as a credit Securities of a series with

                                      47
<Page>

the same issue date, interest rate and Stated Maturity which have been
redeemed either at the election of the Company pursuant to the terms of such
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in
satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Securities of such series with the same issue date, interest
rate and Stated Maturity; PROVIDED, that such Securities have not been
previously so credited. Such Securities shall be received and credited for
such purpose by the Trustee at the Redemption Price specified in such
Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.

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

                                 ARTICLE XI

                      ACTIONS OF HOLDERS OF SECURITIES

         Section 11.1      PURPOSES FOR WHICH MEETINGS MAY BE CALLED. A
meeting of Holders of Securities of any series may be called at any time and
from time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

         Section 11.2      CALL, NOTICE AND PLACE OF MEETINGS.

         (a) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 11.1, to be
held at such time and at such place in the Borough of Manhattan, The City of
New York or, for a series of Securities issued as Bearer Securities, in
London as the Trustee shall determine or, with the approval of the Company,
at any other place. Notice of every meeting of Holders of Securities of any
series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 12.2, not less than 21 nor more than 180 days
prior to the date fixed for the meeting.

         (b) In case at any time the Company or the Holders of at least 10%
in Principal Amount of the Outstanding Securities of any series shall have
requested the Trustee to call a

                                      48
<Page>

meeting of the Holders of Securities of such series for any purpose specified
in Section 11.1, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
made the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting
to be held as provided herein, then the Company or the Holders of Securities
of such series in the amount above specified, as the case may be, may
determine the time and the place in the Borough of Manhattan, The City of New
York, or for a series of Securities issued as Bearer Securities, in London,
or in such other place as shall be determined and approved by the Company,
for such meeting and may call such meeting for such purposes by giving notice
thereof as provided in subsection (a) of this Section 11.2.

         Section 11.3      PERSONS ENTITLED TO VOTE AT MEETINGS. To be
entitled to vote at any meeting of Holders of Securities of any series, a
person shall be (1) a Holder of one or more Outstanding Securities of such
series, or (2) a person appointed by an instrument in writing as proxy for a
Holder or Holders of one or more Outstanding Securities of such series by
such Holder or Holders. The only persons who shall be entitled to be present
or to speak at any meeting of Holders of Securities of any series shall be
the persons entitled to vote at such meeting and their counsel, any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

         Section 11.4      QUORUM; ACTION. The persons entitled to vote a
majority in Principal Amount of the Outstanding Securities of a series shall
constitute a quorum for a meeting of Holders of Securities of such series. In
the absence of a quorum within 30 minutes of the time appointed for any such
meeting, the meeting shall, if convened at the request of Holders of
Securities of such series, be dissolved. In any other case, the meeting may
be adjourned for a period determined by the chairman of the meeting prior to
the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a
period determined by the chairman of the meeting prior to the adjournment of
such adjourned meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 11.2(a), except that such notice need
be given only once not less than five days prior to the date on which the
meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

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

                                      49
<Page>

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

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

         (a)      Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of a series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission
and examination of proxies, certificates and other evidence of the right to
vote, and such other matters concerning the conduct of the meeting as it
shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Securities shall be proved in the manner
specified in Section 11.7 and the appointment of any proxy shall be proved in
the manner specified in Section 11.7 or by having the signature of the person
executing the proxy witnessed or guaranteed by any trust company, bank or
banker authorized by Section 11.7 to certify to the holding of Bearer
Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in Section 11.7 or other proof.

         (b)      The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called
by the Company or by Holders of Securities as provided in Section 11.2(b), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary
chairman. A permanent chairman and a permanent secretary of the meeting shall
be elected by vote of the persons entitled to vote a majority in Principal
Amount of the Outstanding Securities of such series represented at the
meeting.

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

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

         Section 11.6      COUNTING VOTES AND RECORDING ACTION OF MEETINGS.
The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed signatures of the Holders of Securities of such series or of their
representatives by proxy and the Principal Amounts and serial numbers of the
Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against

                                      50
<Page>

any resolution and who shall make and file with the secretary of the meeting
their verified written reports in duplicate of all votes cast at the meeting.
A record, at least in duplicate, of the proceedings of each meeting of
Holders of Securities of any series shall be prepared by the secretary of the
meeting and there shall be attached to said record the original reports of
the inspectors of votes on any vote by ballot taken thereat and affidavits by
one or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
Section 11.2 and, if applicable, Section 11.4. Each copy shall be signed and
verified by the affidavits of the permanent chairman and secretary of the
meeting and one such copy shall be delivered to the Company, and another to
the Trustee to be preserved by the Trustee, the latter to have attached
thereto the ballots voted at the meeting. Any record so signed and verified
shall be conclusive evidence of the matters therein stated.

         Section 11.7      ACTIONS OF HOLDERS GENERALLY.

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

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

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

         (d)      The Principal Amount and serial numbers of Bearer
Securities held by any person, and the date of holding the same, may be
proved by the production of such Bearer Securities or by a certificate
executed by any trust company, bank, banker or other depositary, wherever
situated, as depositary, if such certificate shall be deemed by the Trustee
to be satisfactory, showing that at the date therein mentioned such person
had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate
or affidavit of the person holding such Bearer Securities, if such
certificate or affidavit is deemed by the Trustee to be satisfactory. The
Trustee and the Company

                                      51
<Page>

may assume that such ownership of any Bearer Security continues until (1)
another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (2) such Bearer Security is produced
to the Trustee by some other person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer
Security is no longer Outstanding. The Principal Amount and serial numbers of
Bearer Securities held by any person, and the date of holding the same, may
also be proved in any other manner which the Trustee deems sufficient.

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

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

                                 ARTICLE XII

                                MISCELLANEOUS

         Section 12.1      TRUST INDENTURE ACT CONTROLS. If any provision of
this Indenture limits, qualifies or conflicts with another provision hereof
which is required to be included in this Indenture by the TIA, the required
provision shall control.

         Section 12.2      NOTICES. Any notice or communication shall be in
writing and delivered in person or mailed by first-class mail, postage
prepaid; PROVIDED, that any notice or communication by and among the Trustee
and the Company may be made by telecopy or other commercially accepted
electronic means and shall be effective upon receipt thereof and shall be
confirmed in writing, mailed by first-class mail, postage prepaid, and
addressed as follows:

                                      52
<Page>

if to the Company:

         The Walt Disney Company
         500 South Buena Vista Street
         Burbank, California 91521
         Attention:  Legal Department

if to the Trustee:

         Wells Fargo Bank, National Association
         707 Wilshire Boulevard, 17th Floor
         Los Angeles, California 90017
         Attention:  Corporate Trust Department

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

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

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

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

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

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

                                      53
<Page>

sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein.

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

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

         Section 12.3      COMMUNICATION BY HOLDERS WITH OTHER HOLDERS.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company and the Trustee, the Registrar or the Paying Agent
with respect to a particular series of Securities, and anyone else, shall
have the protection of TIA Section 312(c).

         Section 12.4      CERTIFICATE AND OPINION AS TO CONDITIONS
PRECEDENT. Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the
Trustee:

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

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

         Section 12.5      FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters
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 his certificate or
opinion is based are erroneous. Any such Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of,
or representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of

                                      54

<Page>

the Company, unless such counsel knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect
to such matters are erroneous.

         Section 12.6      STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.
Each Officers' Certificate or Opinion of Counsel with respect to compliance
with a covenant or condition provided for in this Indenture shall include:

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

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

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

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

         Section 12.7      SEPARABILITY CLAUSE. In case any provision in this
Indenture or in the Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.

         Section 12.8      RULES BY TRUSTEE, PAYING AGENT AND REGISTRAR. With
respect to the Securities of a particular series, the Trustee with respect to
such series of Securities may make reasonable rules for action by or a
meeting of Holders of such series of Securities. With respect to the
Securities of a particular series, the Registrar and the Paying Agent with
respect to such series of Securities may make reasonable rules for their
functions.

         Section 12.9      LEGAL HOLIDAYS. A "Legal Holiday" is any day other
than a Business Day. If any specified date (including an Interest Payment
Date, Redemption Date or Stated Maturity of any Security, or a date for
giving notice) is a Legal Holiday at any Place of Payment or place for giving
notice, then (notwithstanding any other provision of this Indenture or of the
Securities or coupons other than a provision in the Securities of any series
which specifically states that such provision shall apply in lieu of this
Section) payment of interest or Principal need not be made at such Place of
Payment, or such other action need not be taken, on such date, but the action
shall be taken on the next succeeding day that is not a Legal Holiday at such
Place of Payment with the same force and effect as if made on the Interest
Payment Date or Redemption Date, or at the Stated Maturity or such other date
and to the extent applicable no Original Issue Discount or interest, if any,
shall accrue for the intervening period.

         Section 12.10     GOVERNING LAW AND JURISDICTION. THIS INDENTURE AND
THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN
THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE
COMPANY, THE TRUSTEE, AND EACH

                                      55
<Page>

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

         Section 12.11     NO RECOURSE AGAINST OTHERS. A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or
for any claim based on, in respect of or by reason of such obligations or
their creation. By accepting a Security, each Holder of such Security shall
waive and release all such liability. The waiver and release shall be part of
the consideration for the issue of the Securities.

         Section 12.12     SUCCESSORS.  All agreements of the Company in this
Indenture and the Securities shall bind its successor. All agreements of the
Trustee in this Indenture shall bind its successor.

         Section 12.13     EFFECT OF HEADINGS AND TABLE OF CONTENTS. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

         Section 12.14     BENEFITS OF INDENTURE. Nothing in this Indenture
or in the Securities, express or implied, shall give to any person, other
than the parties hereto and their successors hereunder and the Holders of
Securities, any benefits or any legal or equitable right, remedy or claim
under this Indenture.

                                      56
<Page>

         Section 12.15     MULTIPLE ORIGINALS. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement. One signed copy is
enough to prove this Indenture.

                                       THE WALT DISNEY COMPANY

                                       By: /s/ Christine M. McCarthy
                                          -----------------------------------
                                          Name: Christine M. McCarthy
                                                -----------------------------
                                          Title: Senior Vice President
                                                  and Treasurer
                                                 ----------------------------

Attest:

/s/ Suet Lai
----------------------------------
Name:  Suet Lai
       ---------------------------
Title:  Vice President-Counsel
       ---------------------------


                                       WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                       as Trustee

                                       By: /s/ Jeanie Mar
                                          -----------------------------------
                                          Name:  Jeanie Mar
                                                 ----------------------------
                                          Title: Vice President
                                                 ----------------------------

Attest:

/s/ Robert Schneider
----------------------------------
Name:  Robert Schneider
       ---------------------------
Title: Vice President
       ---------------------------

                                      57
<Page>

                                  EXHIBIT A

                       FORM OF CERTIFICATE RELATING TO
                            __________ SECURITIES

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

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

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

                                      A-1
<Page>

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

Dated:                        *
       -----------------------

*To be dated no earlier than the Exchange Date.

                                       [EUROCLEAR BANK S.A./N.V., BRUSSELS
                                       OFFICE, AS OPERATOR OF THE EUROCLEAR
                                       CLEARANCE SYSTEM]

                                       [CLEARSTREAM BANKING, SOCIETE ANONYME]

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

                                      A-2
<Page>

                                  EXHIBIT B

                    FORM OF ACCOUNTHOLDER'S CERTIFICATION

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

                               [CURRENCY][AMOUNT]
                                [TITLE OF NOTES]

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

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

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

                                      B-1
<Page>

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

Dated:
       --------------------------------

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


By:
     ----------------------------------
     Authorized signatory

                                      B-2