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                                                                    Exhibit 4(b)



                            GENERAL ELECTRIC COMPANY

                                       AND

                              THE BANK OF NEW YORK,


                                   AS TRUSTEE

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


                           SUBORDINATED NOTE INDENTURE

                             Dated as of __ 1, 2001

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




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                              CROSS-REFERENCE TABLE

    Section of
Trust Indenture Act                                             Section of
Of 1939, as Amended                                              Indenture
-------------------                                              ---------

310(a).......................................................      7.09
310(b).......................................................      7.08
      .......................................................      7.10
310(c).......................................................     Inapplicable
311(a).......................................................      7.13
311(b).......................................................      7.13
311(c).......................................................     Inapplicable
312(a).......................................................      5.01
      .......................................................      5.02(a)
312(b).......................................................      5.02(c)
      .......................................................      5.02(d)
312(c).......................................................      5.02(e)
313(a).......................................................      5.04(a)
313(b).......................................................      5.04(a)
313(c).......................................................      5.04(a)
313(d).......................................................      5.04(b)
314(a).......................................................      5.03
314(b).......................................................     Inapplicable
314(c).......................................................     13.06(a)
314(d).......................................................     Inapplicable
314(e).......................................................     13.06(b)
314(f).......................................................     Inapplicable
315(a).......................................................      7.01(a)
      .......................................................      7.02
315(b).......................................................      6.07


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315(c).......................................................      7.01(a)
315(d).......................................................      7.01(b)
315(e).......................................................      6.08
316(a).......................................................      6.06
      .......................................................      8.04
316(b).......................................................      6.04
316(c).......................................................      8.01
317(a).......................................................      6.02
317(b).......................................................      4.03
318(a).......................................................     13.08




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                                TABLE OF CONTENTS

         This Table of Contents does not constitute part of the Indenture and
         should not have any bearing upon the interpretation of any of its terms
         or provisions

                                    RECITALS:

         Purpose of Indenture.................................................1
         Compliance with legal requirements...................................1
         Purpose of and consideration for Indenture...........................2

ARTICLE ONE - DEFINITIONS

         Section 1.01

                  Certain terms defined, other terms defined in the
                  Trust Indenture Act of 1939, as amended, or by
                  reference therein in the Securities Act of 1933, as
                  amended, to have the meanings assigned therein

                  Affiliate...................................................2
                  Authenticating Agent........................................3
                  Authorized Officer..........................................3
                  Board of Directors..........................................3
                  Board Resolution............................................3
                  Business Day................................................3
                  Certificate.................................................3
                  Commission..................................................4
                  Company.....................................................4
                  Company Order...............................................4
                  Corporate Trust Office......................................4
                  Debt........................................................4
                  Default.....................................................5
                  Depository..................................................5
                  Discount Security...........................................5
                  Dollar......................................................5
                  Eligible Obligations........................................5
                  Event of Default............................................6
                  Global Security.............................................6
                  Governmental Authority......................................6
                  Governmental Obligations....................................6
                  Guarantee...................................................7
                  Indenture...................................................7
                  Instructions................................................7
                  Interest ...................................................7


                                       i
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                  Interest Payment Date.......................................8
                  Lien........................................................8
                  Officers' Certificate.......................................8
                  Opinion of Counsel..........................................8
                  Outstanding.................................................8
                  Periodic Offering...........................................9
                  Person......................................................9
                  Place of Payment............................................9
                  Predecessor Security........................................9
                  Responsible Officer........................................10
                  Security...................................................10
                  Securityholder.............................................10
                  Senior Debt................................................10
                  Series.....................................................11
                  Subsidiary.................................................11
                  Trade Payables.............................................11
                  Tranche....................................................11
                  Trustee....................................................11
                  Trust Indenture Act........................................12
                  United States..............................................12

ARTICLE TWO - ISSUE, DESCRIPTION, TERMS, EXECUTION,
REGISTRATION AND EXCHANGE OF SECURITIES

         Section 2.01
                  Designation, terms, amount, authentication
                  and delivery of Securities.................................12

         Section 2.02
                  Form of Security and Trustee's certificate.................14

         Section 2.03
                  Date and denominations of Securities,
                  and provisions for payment of principal,
                  premium and interest.......................................15

         Section 2.04
                  Execution of Securities....................................17

         Section 2.05
                  Exchange of Securities.....................................19
                  (a) Registration and transfer
                      of Securities..........................................19
                  (b) Security Register; Securities to be accompanied
                      by proper instruments of transfer......................19
                  (c) Charges upon exchange, transfer or
                      registration of Securities.............................20


                                       ii
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                  (d) Restrictions on transfer or
                      exchange at time of redemption.........................20

         Section 2.06
                  Temporary Securities.......................................20

         Section 2.07
                  Mutilated, destroyed, lost or
                  stolen Securities..........................................21

         Section 2.08
                  Cancellation of surrendered Securities.....................22

         Section 2.09
                  Provisions of Indenture and Securities
                  for sole benefit of parties and
                  Securityholders............................................22

         Section 2.10
                  Appointment of Authenticating Agent........................22

         Section 2.11
                  Global Security............................................23
                  (a)      Authentication and Delivery;
                           Legend............................................23
                  (b)      Transfer of Global Security.......................23
                  (c)      Issuance of Securities in
                           Definitive Form...................................24

         Section 2.12
                  Payment in Proper Currency.................................24

         Section 2.13
                  Identification of Securities...............................25

ARTICLE THREE - REDEMPTION OF SECURITIES AND
SINKING FUND PROVISIONS

         Section 3.01
                  Redemption of Securities...................................25

         Section 3.02
                  (a)      Notice of redemption..............................25
                  (b)      Selection of Securities in case
                           less than all Securities to be
                           redeemed..........................................26


                                      iii
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         Section 3.03
                  (a)      When Securities called for
                           redemption become due and payable.................27
                  (b)      Receipt of new Security upon
                           partial payment...................................28

         Section 3.04
                  Sinking Fund for Securities................................28

         Section 3.05
                  Satisfaction of Sinking Fund
                  Payments with Securities...................................28

         Section 3.06
                  Redemption of Securities for
                  Sinking Fund...............................................28

ARTICLE FOUR - PARTICULAR COVENANTS OF THE COMPANY

         Section 4.01
                  Payment of principal (and premium
                  if any) and interest on Securities.........................29

         Section 4.02
                  Maintenance of office or agency for payment of Securities,
                  designation of office or agency for payment, registration,
                  transfer and exchange
                  of Securities..............................................29

         Section 4.03
                  (a)      Duties of paying agent............................30
                  (b)      Company as paying agent...........................30
                  (c)      Holding sums in trust.............................31

         Section 4.04
                  Appointment to fill vacancy in
                  office of Trustee..........................................31

         Section 4.05
                  Restriction on consolidation,
                  merger or sale.............................................31

         Section 4.06
                  Notice of Discount Security................................31

                                       iv

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ARTICLE FIVE - SECURITYHOLDERS' LISTS AND REPORTS
BY THE COMPANY AND THE TRUSTEE

         Section 5.01
                  Company to furnish Trustee information
                  as to names and addresses of
                  Securityholders............................................32

         Section 5.02
                  (a)      Trustee to preserve information
                           as to names and addresses of
                           Securityholders received by it
                           in capacity of paying agent.......................32
                  (b)      Trustee may destroy list of
                           Securityholders on certain
                           conditions........................................32
                  (c)      Trustee to make information as to
                           names and addresses of Securityholders
                           available to "applicants" to mail
                           communications to Securityholders in
                           certain circumstances.............................32
                  (d)      Procedure if Trustee elects not to
                           make information available to
                           applicants........................................33
                  (e)      Company and Trustee not accountable
                           for disclosure of information.....................33

         Section 5.03
                  (a)      Annual and other reports to be filed
                           by Company with Trustee...........................34
                  (b)      Additional information and reports
                           to be filed with Trustee and
                           Securities and Exchange Commission................34
                  (c)      Summaries of information and reports
                           to be transmitted by Company to
                           Securityholders...................................34
                  (d)      Annual Certificate to be furnished
                           to Trustee........................................34
                  (e)      Effect of Delivery to Trustee.....................35

         Section 5.04
                  (a)      Trustee to transmit annual report
                           to Securityholders................................35
                  (b)      Trustee to transmit certain further
                           reports to Securityholders and copies of reports
                           to be filed with stock exchanges and Securities
                           and Exchange Commission...........................36

                                       v
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ARTICLE SIX - REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS ON EVENT OF DEFAULT

         Section 6.01
                  (a)      Events of default defined.........................35
                  (b)      Acceleration of maturity
                           upon Event of Default.............................37
                  (c)      Waiver of default and rescission
                           of declaration of maturity........................37
                  (d)      Restoration of former position
                           and rights upon curing default....................38

         Section 6.02
                  (a)      Covenant of Company to pay to
                           Trustee whole amount due on
                           Securities on default in payment
                           of interest or principal (and
                           premium, if any)..................................38
                  (b)      Trustee may recover judgment for
                           whole amount due on Securities on
                           failure of Company to pay.........................38
                  (c)      Billing of proof of claim by Trustee
                           in bankruptcy, reorganization or
                           receivership proceeding...........................39
                  (d)      Rights of action and of asserting
                           claims may be enforced by Trustee
                           without possession of Securities..................39

         Section 6.03
                  Application of monies collected by Trustee.................40

         Section 6.04
                  Limitation on suits by holders of Securities...............40

         Section 6.05
                  (a)      Remedies Cumulative...............................41
                  (b)      Delay or omission in exercise
                           of rights not waiver of default...................42

         Section 6.06
                  Rights of holders of majority in
                  principal amount of Securities to
                  direct trustee and to waive defaults.......................42

         Section 6.07
                  Trustees to give notice of defaults

                                       vi
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                  known to it, but may withhold in
                  certain circumstances......................................43

         Section 6.08
                  Requirements of an undertaking to pay
                  costs in certain suits under Indenture
                  or against Trustee.........................................43

ARTICLE SEVEN - CONCERNING THE TRUSTEE

         Section 7.01
                  (a)      Upon Event of Default occurring and
                           continuing, Trustee shall exercise powers
                           vested in it, and use same degree of
                           care and skill in their exercise, as
                           prudent individual will use.......................44
                  (b)      Trustee not relieved from liability
                           for negligence or willful misconduct
                           except as provided in this section................44
                           (1)      Prior to Event of Default and
                                    after the curing of all Events of
                                    Default which may have occurred
                                    (i)     Trustee not liable except for
                                            performance of duties
                                            specifically set forth
                                    (ii)    In absence of bad faith, Trustee
                                            may conclusively rely on
                                            certificates or opinions furnished
                                            it hereunder,subject to duty to
                                            examine the same if specifically
                                            required to be furnished to it

                           (2)      Trustee not liable for error of judgment
                                    made in good faith by Responsible Officer
                                    unless Trustee negligent

                           (3)      Trustee not liable for action or non-action
                                    in accordance with direction of holders
                                    of majority in principal amount of
                                    Securities

                           (4)      Trustee need not expend own funds without
                                    adequate indemnity

                  (c)      Every provision relating to conduct of
                           affecting liability of or affording
                           protection to Trustee subject to

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                           Section 7.01......................................45

         Section 7.02
                  Subject to provisions of Section 7.01:
                  (a)      Trustee may rely on documents believed
                           genuine and properly signed or presented..........46
                  (b)      Sufficient evidence by certain
                           instruments provided for..........................46
                  (c)      Trustee may consult with counsel and act
                           on advice or Opinion of Counsel...................46
                  (d)      Trustee may require indemnity from
                           Securityholders...................................46
                  (e)      Trustee not liable for actions in good
                           faith believed to be authorized...................46
                  (f)      Trustee not bound to investigate facts or
                           matters stated in certificates, etc. unless
                           requested in writing by Securityholders...........46
                  (g)      Trustee may perform duties directly or
                           through agents or attorneys.......................47
                  (h)      Permissive rights of Trustee......................47
                  (i)      Rights extended to Trustee in each of
                           its capacities....................................47
                  (j)      Trustee may request certificate regarding
                           authorized officers...............................47

         Section 7.03
                  (a)      Trustee not liable for recitals in
                           Indenture or in Securities........................47
                  (b)      No representations by Trustee as to
                           validity or Indenture or of Securities............48
                  (c)      Trustee not accountable for use of
                           Securities or proceeds............................48

         Section 7.04
                  Trustee, paying agent or Security
                  Registrar may own Security.................................48

         Section 7.05
                  Monies received by Trustee to be held
                  in Trust without interest..................................48

         Section 7.06
                  (a)      Trustee entitled to compensation,
                           reimbursement and indemnity.......................48
                  (b)      Obligations to Trustee to be
                           secured by lien prior to
                           Securities........................................49

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                  (c)      Nature of Expenses................................49
                  (d)      Survival of Obligations...........................49

         Section 7.07
                  Right of Trustee to rely on certificate
                  of officers of Company where no other
                  evidence specifically prescribed...........................49

         Section 7.08
                  Trustee acquiring conflicting interest
                  to eliminate conflict or resign............................49

         Section 7.09
                  Requirements for eligibility of
                  trustee....................................................49

         Section 7.10
                  (a)      Resignation of Trustee and
                           appointment of successor..........................50
                  (b)      Removal of Trustee by Company
                           or by court on Securityholders'
                           application.......................................50
                  (c)      Removal of Trustee by holders
                           of majority in principal amount
                           of Securities.....................................51
                  (d)      Time when resignation or removal
                           of Trustee effective..............................51
                  (e)      One Trustee for each series.......................52

         Section 7.11
                  (a)      Acceptance by successor Trustee...................52
                  (b)      Trustee with respect to less than
                           all series........................................52
                  (c)      Company to confirm Trustee's rights...............53
                  (d)      Successor Trustee to be qualified.................53
                  (e)      Notice of succession..............................53

         Section 7.12
                  Successor to Trustee by merger, consolidation
                  of succession to business..................................53

         Section 7.13
                  Limitations on rights of Trustee as a
                  creditor to obtain payment of certain
                  claims.....................................................54


                                       ix

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ARTICLE EIGHT - CONCERNING THE SECURITYHOLDERS

         Section 8.01
                  Evidence of action by Securityholders......................54

         Section 8.02
                  Proof of execution of instruments and of
                  holding of Securities......................................55

         Section 8.03
                  Who may be deemed owners of Securities.....................55

         Section 8.04
                  Securities owned by Company or controlled
                  or controlling companies disregarded for
                  certain purposes...........................................56

         Section 8.05
                  Instruments executed by Securityholders
                  bind future holders........................................56

ARTICLE NINE - SUPPLEMENTAL INDENTURES

         Section 9.01
                  Purposes for which supplemental indenture
                  may be entered into without consent of
                  Securityholders............................................57

         Section 9.02
                  Modification of Indenture with consent
                  of Securityholders.........................................60

         Section 9.03
                  Effect of supplemental indentures..........................61

         Section 9.04
                  Securities may bear notation of changes
                  by supplemental indentures.................................61

         Section 9.05
                  Opinion of Counsel.........................................62

                                       x
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ARTICLE TEN - CONSOLIDATION, MERGER AND SALE

         Section 10.01
                  Consolidations or mergers of Company
                  and sales or conveyances of property
                  of Company permitted.......................................62

         Section 10.02
                  (a)      Rights and duties of successor company............62
                  (b)      Appropriate changes may be made in
                           phraseology and form of Securities................63
                  (c)      Company may consolidate or merge into
                           itself or acquire properties of other
                           corporations......................................63

         Section 10.03
                  Opinion of Counsel.........................................63

ARTICLE ELEVEN - SATISFACTION AND DISCHARGE OF INDENTURE;
UNCLAIMED MONIES

         Section 11.01
                  Defeasance and conditions to defeasance....................64

         Section 11.02
                  Application by Trustee of funds deposited
                  for payment of Securities..................................65

         Section 11.03
                  Repayment of monies held by paying agent...................65

         Section 11.04
                  Repayment of monies held by Trustee........................65

ARTICLE TWELVE - IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS

         Section 12.01
                  Incorporators, Stockholders, officers and
                  directors of Company exempt from individual
                  liability..................................................66

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ARTICLE THIRTEEN - MISCELLANEOUS PROVISIONS

         Section 13.01
                  Successors and assigns of Company
                  bound by Indenture.........................................67

         Section 13.02
                  Acts of board, committee or officer
                  of successor company valid.................................67

         Section 13.03
                  Surrender of powers by Company.............................67

         Section 13.04
                  Required notices or demands may by
                  served by mail.............................................67

         Section 13.05
                  Indenture and Securities to be construed
                  in accordance with laws of the State
                  of New York................................................67

         Section 13.06
                  (a)      Officers' Certificate and Opinion of
                           Counsel to be furnished upon applications
                           or demands by Company.............................67
                  (b)      Statements to be included in each
                           certificate or opinion with respect
                           to compliance with condition or covenant..........68

         Section 13.07
                  Payments due on non-Business Days..........................68

         Section 13.08
                  Provisions required by Trust Indenture
                  Act of 1939 to control.....................................68

         Section 13.09
                  Indenture may be executed in counterparts..................68

         Section 13.10
                  Separability of Indenture provisions.......................69

         Section 13.11
                  Assignment by Company to subsidiary........................69

                                      xii

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         Section 13.12
                  Headings...................................................69

         Section 13.13
                  Securities in Foreign Currencies...........................69

ARTICLE FOURTEEN - SUBORDINATION OF INDENTURES

         Section 14.01
                  Agreement to Subordinate...................................69

         Section 14.02
                  Default on Senior Debt.....................................70

         Section 14.03
                  Liquidation; Dissolution; Bankruptcy.......................70

         Section 14.04
                  Subrogation of Debentures..................................72

         Section 14.05
                  Authorization by Debentureholders..........................73

         Section 14.06
                  Notice to Trustee..........................................74

         Section 14.07
                  Trustee's Relation to Senior Debt..........................75

         Section 14.08
                  No Impairment to Subordination.............................75

         Section 14.09
                  Article Applicable to Paying Agents........................76

         Section 14.10
                  Trust Moneys Not Subordinated..............................76


ACCEPTANCE OF TRUST BY TRUSTEE...............................................76

TESTIMONIUM..................................................................77

SIGNATURES...................................................................77

                                      xiii

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         THIS INDENTURE, dated as of the 1st day of __, 2001, between GENERAL
ELECTRIC COMPANY, a corporation duly organized and existing under the laws of
the State of New York (hereinafter sometimes referred to as the "Company"), and
THE BANK OF NEW YORK, a New York banking corporation, as trustee (hereinafter
sometimes referred to as the "Trustee"):

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the execution and delivery of this Indenture to provide for the
issuance of unsecured promissory notes or other evidences of indebtedness
(hereinafter referred to as the "Securities"), in an unlimited aggregate
principal amount to be issued from time to time in one or more series as in this
Indenture provided, as registered Securities without coupons, to be manually
authenticated by the certificate of the Trustee, and which will rank pari passu
with all other unsecured and unsubordinated debt of the Company;

         WHEREAS, to provide the terms and conditions upon which the Securities
are to be authenticated, issued and delivered, the Company has duly authorized
the execution of this Indenture;

         WHEREAS, the Securities and the certificate of authentication to be
borne by the Securities (the "Certificate of Authentication") are to be
substantially in such forms as may be approved by a Company Order (as defined
below), or set forth in this Indenture or in any indenture supplemental to this
Indenture;

         AND WHEREAS, all acts and things necessary to make the Securities
issued pursuant hereto, when executed by the Company and authenticated and
delivered by the Trustee as in this Indenture provided, the valid, binding and
legal obligations of the Company, and to constitute these presents a valid
indenture and agreement according to its terms, have been done and performed or
will be done and performed prior to the issuance of such Securities, and the
execution of this Indenture has been and the issuance hereunder of the
Securities has been or will be prior to issuance in all respects duly
authorized, and the Company, in the exercise of the legal right and power in it
vested, executes this Indenture and proposes to make, execute, issue and deliver
the Securities;


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         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         That in order to declare the terms and conditions upon which the
Securities are and are to be authenticated, issued and delivered, and in
consideration of the premises, of the purchase and acceptance of the Securities
by the holders thereof and of the sum of one dollar ($1.00) to it duly paid by
the Trustee at the execution of these presents, the receipt whereof is hereby
acknowledged, the Company covenants and agrees with the Trustee, for the equal
and proportionate benefit (subject to the provisions of this Indenture) of the
respective holders from time to time of the Securities, without any
discrimination, preference or priority of any one Security over any other by
reason of priority in the time of issue, sale or negotiation thereof, or
otherwise, except as provided herein, as follows:

                                   ARTICLE ONE
                                   DEFINITIONS

         SECTION 1.01. The terms defined in this Section (except as in this
Indenture otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture, any Company Order, any Board
Resolution, and any indenture supplemental hereto shall have the respective
meanings specified in this Section. All other terms used in this Indenture
which are defined in the Trust Indenture Act of 1939, as amended, or which
are by reference in such Act defined in the Securities Act of 1933, as
amended (except as herein otherwise expressly provided or unless the context
otherwise requires), shall have the meanings assigned to such terms in said
Trust Indenture Act and in said Securities Act as in force at the date of the
execution of this instrument.

Affiliate:

The term "Affiliate" of the Company shall mean any company at least a majority
of whose outstanding voting stock shall at the time be owned by the Company, or
by one or more direct or indirect subsidiaries of or by the Company and one or
more direct or indirect subsidiaries of the Company. For the purposes only of
this definition of the term "Affiliate", the term "voting stock", as applied to
the stock of any company, shall mean stock of any class or classes having
ordinary voting power for the election of a majority of the directors of such
company, other than stock having such power only by reason of the occurrence of
a contingency.

                                       2
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Authenticating Agent:

The term "Authenticating Agent" shall mean an authenticating agent with respect
to all or any of the series of Securities, as the case may be, appointed with
respect to all or any series of the Securities, as the case may be, by the
Trustee pursuant to Section 2.10.

Authorized Officer:

The term "Authorized Officer" shall mean the Chairman of the Board, the
President, any Vice President, the Treasurer, any Assistant Treasurer or any
other officer or agent of the Company duly authorized by the Board of Directors
to act in respect of matters relating to this Indenture.

Board of Directors or Board:

The term "Board of Directors" or "Board" shall mean the Board of Directors of
the Company, or any duly authorized committee of such Board.

Board Resolution:

The term "Board Resolution" shall mean a copy of a resolution certified by the
Secretary or an Associate or Attesting 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.

Business Day:

The term "Business Day", with respect to any Security, shall mean any day that
(a) in the Place of Payment (or in any of the Places of Payment, if more than
one) in which amounts are payable as specified in the form of such Security and
(b) in the city in which the Trustee administers its corporate trust business,
is not a day on which banking institutions are authorized or required by law or
regulation to close.

Certificate:

The term "Certificate" shall mean a certificate signed by an Authorized Officer.
The Certificate need not comply with the provisions of Section 13.06.

                                       3

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Commission:

The term "Commission" shall mean the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, as
amended (the "Exchange Act") or if at any time after the execution of this
instrument such Commission is not existing and performing the duties now
assigned to it under the Trust Indenture Act, then the body, if any, performing
such duties on such date.

Company:

The term "Company" shall mean General Electric Company, a corporation duly
organized and existing under the laws of New York, and, subject to the
provisions of Article Ten, shall also include its successors and assigns.

Company Order:

The term "Company Order" shall mean a written order signed in the name of the
Company by an Authorized Officer and the Secretary or an Associate or Attesting
Secretary of the Company, pursuant to a Board Resolution establishing a series
of Securities.

Corporate Trust Office:

The term "Corporate Trust Office" shall mean the office of the Trustee at which
at any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of this Indenture is
located at 101 Barclay Street, Floor 21W, New York, New York 10286.

Debt:

The term "Debt" means, with respect to any Person at any date of determination
(without duplication), (i) all indebtedness of such Person for borrowed money,
(ii) all obligations of such Person evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection with the
acquisition of property, assets or businesses, (iii) all obligations of such
Person in respect of letters of credit or bankers' acceptances or other similar
instruments (or reimbursement obligations thereto) issued on the account of such
person, (iv) all obligations of such person to pay the deferred purchase price
of property or services, except Trade Payables, (v) all obligations of such
Person as lessee under capitalized leases, (vi) all Debt of others secured by a
Lien on any asset of

                                       4

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such Person, whether or not such Debt is assumed by such Person; provided that,
for purposes of determining the amount of any Debt of the type described in this
clause (vi), if recourse with respect to such Debt is limited to such asset, the
amount of such Debt shall be limited to the lesser of the fair market value of
such asset or the amount of such Debt, (vii) all Debt of others Guaranteed by
such Person to the extent such Debt is Guaranteed by such Person, and (viii) to
the extent not otherwise included in this definition, all obligations of such
Person for claims in respect of derivative products, including interest rate,
foreign exchange rate and commodity prices, forward contracts, options, swaps,
collars and similar arrangements.

Default:

The term "Default" shall mean any event, act or condition which with notice or
lapse of time, or both, would constitute an Event of Default.

Depository:

The term "Depository" shall mean, with respect to Securities of any series, for
which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Exchange Act or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.01 or 2.11.

Discount Security:

The term "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 6.01(b).

Dollar:

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

Eligible Obligations:

The term "Eligible Obligations" means (a) with respect to Securities denominated
in Dollars, Governmental Obligations; or

                                       5
<Page>

(b) with respect to Securities denominated in a currency other than Dollars or
in a composite currency, such other obligations or instruments as shall be
specified with respect to such Securities, as contemplated by Section 2.01.

Event of Default:

The term "Event of Default" with respect to Securities of a particular series
shall mean any event specified in Section 6.01, continued for the period of
time, if any, therein designated.

Global Security:

The term "Global Security" shall mean, with respect to any series of Securities,
a Security executed by the Company and authenticated and delivered by the
Trustee to the Depository or pursuant to the Depository's instruction, all in
accordance with the Indenture, which shall be registered in the name of the
Depository or its nominee.

Governmental Authority:

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

Governmental Obligations:

The term "Governmental Obligations" shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a person controlled or
supervised by and acting as an agency or instrumentality of the United States,
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) as custodian with respect to any such
Governmental Obligation or a specific payment of principal of or interest on any
such Governmental Obligation held by such custodian for the account of the
holder of such depository receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such

                                       6

<Page>

depository receipt from any amount received by such custodian in respect of the
Governmental Obligation or the specific payment of principal of or interest on
the Governmental Obligation evidenced by such depository receipt.

Guarantee:

The term "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Debt or other obligation of any
other Person and, without limiting the generality of the foregoing, any
obligation, direct or indirect, contingent or otherwise, of such Person (i) to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt or other obligation of such other Person (whether arising by virtue of
partnership arrangements, or by agreement to keep well, to purchase assets,
goods, securities or services, to take-or-pay, or to maintain financial
statement conditions or otherwise) or (ii) entered into for purposes of assuring
in any other manner the obligee of such Debt of other obligation of the payment
thereof or to protect such obligee against loss in respect thereof (in whole or
in part); PROVIDED that the term "Guarantee" shall not include endorsements for
collection or deposit in the ordinary course of business. The term "Guarantee"
used as a verb has a corresponding meaning.

Indenture:

The term "Indenture" shall mean this instrument as originally executed, or, if
amended or supplemented as herein provided, as so amended or supplemented, and
shall include the terms of a particular series of Securities established as
contemplated by Section 2.01.

Instructions:

The term "Instructions" shall mean instructions acceptable to the Trustee issued
pursuant to a Company Order in connection with a Periodic Offering and signed by
an Authorized Officer. Instructions need not comply with the provisions of
Section 13.06.

Interest:

The term "interest" when used with respect to non-interest bearing Securities
shall mean interest payable after maturity (whether at stated maturity, upon
acceleration or redemption or otherwise) or after the date, if any, on which the
Company becomes obligated to acquire a Security, whether by purchase or
otherwise.

                                       7
<Page>

Interest Payment Date:

The term "Interest Payment Date" when used with respect to any installment of
interest on a Security of a particular series shall mean the date specified in
such Security or in a Board Resolution, Company Order or an indenture
supplemental hereto with respect to such series as the fixed date on which an
installment of interest with respect to Securities of that series is due and
payable.

Lien:

The term "Lien" means, with respect to any property, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such
property. For purposes of this Indenture, the Company shall be deemed to own
subject to a Lien any property which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such property.

Officers' Certificate:

The term "Officers' Certificate" shall mean a certificate signed by an
Authorized Officer and by the Secretary or Associate or Attesting Secretary of
the Company. Each such certificate shall include the statements provided for in
Section 13.06, if and to the extent required by the provisions thereof.

Opinion of Counsel:

The term "Opinion of Counsel" shall mean an opinion in writing signed by legal
counsel, who may be an employee of or counsel for the Company. Each such opinion
shall include the statements provided for in Section 13.06, if and to the extent
required by the provisions thereof.

Outstanding:

The term "outstanding", when used with reference to Securities of any series,
shall, subject to the provisions of Section 8.04, mean, as of any particular
time, all Securities of that series theretofore authenticated and delivered by
the Trustee under this Indenture, except (a) Securities theretofore canceled by
the Trustee or any paying agent, or delivered to the Trustee or any paying agent
for cancellation or which have previously been canceled; (b) Securities or
portions thereof for the payment or

                                       8
<Page>


redemption of which monies or Eligible Obligations in the necessary amount shall
have been deposited in trust with the Trustee or with any paying agent (other
than the Company) or shall have been set aside and segregated in trust by the
Company (if the Company shall act as its own paying agent); provided, however,
that if such Securities or portions of such Securities are to be redeemed prior
to the maturity thereof, notice of such redemption shall have been given as in
Article Three provided, or provision satisfactory to the Trustee shall have been
made for giving such notice; and (c) Securities paid pursuant to Section 2.07 or
in lieu of or in substitution for which other Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.07. The principal
amount of a Discount Security that shall be deemed to be Outstanding for
purposes of this Indenture shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof.

Periodic Offering:

The term "Periodic Offering" means an offering of Securities of a series from
time to time, during which any or all of the specific terms of the Securities,
including without limitation the rate or rates of interest, if any, thereon, the
maturity or maturities thereof and the redemption provisions, if any, with
respect thereto, are to be determined by the Company or its agents upon the
issuance of such Securities.

Person:

The term "person" means any individual, corporation, partnership, limited
liability company, joint venture, trust or unincorporated organization or any
Governmental Authority.

Place of Payment:

The term "Place of Payment" shall mean the place or places where the principal
of and interest, if any, on the Securities of any series are payable as
specified in accordance with Section 2.01.

Predecessor Security:

The term "Predecessor Security" of any particular Security shall mean 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 2.07 in lieu of a lost,
destroyed or

                                       9

<Page>

stolen Security shall be deemed to evidence the same debt as the lost, destroyed
or stolen Security.

Responsible Officer:

The term "Responsible Officer" when used with respect to the Trustee shall mean
any vice president, any corporate trust officer or any other officer or
assistant officer of the Trustee customarily performing functions similar to
those performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of his
or her knowledge of and familiarity with the particular subject.

Security or Securities:

The term "Security" or "Securities" shall mean any Security or Securities, as
the case may be, authenticated and delivered under this Indenture.

Securityholder:

The term "Securityholder", "holder of Securities" or "registered holder" shall
mean the person or persons in whose name or names a particular Security shall be
registered on the books of the Company kept for that purpose in accordance with
the terms of this Indenture.

Senior Debt:

The term "Senior Debt" means the principal of (and premium, if any) and interest
on all Debt of the Company whether created, incurred or assumed before, on or
after the date of this Indenture; PROVIDED that such Senior Debt shall not
include (i) Debt of the Company that, when incurred and without respect to any
election under Section 1111(b) of Title 11, U.S. Code, was without recourse, and
(ii) any other Debt of the Company which by the terms of the instrument creating
or evidencing the same is specifically designated as being subordinated to or
PARI PASSU with the Securities, and in particular the Securities shall rank PARI
PASSU with all other debt securities and guarantees issued to any trust,
partnership or other entity affiliated with the Company which is a financing
vehicle of the Company in connection with an issuance of securities by such
financing equity.


                                       10

<Page>

Series:

The term "series" means a series of Securities established pursuant to this
Indenture and includes, if the context so requires, each Tranche thereof.

Subsidiary:

The term "Subsidiary" means any corporation at least a majority of whose
outstanding voting stock shall at the time be owned, directly or indirectly, by
the Company or by one or more Subsidiaries or by the Company and one or more
Subsidiaries. For the purposes only of this definition of the term "Subsidiary",
the term "voting stock", as applied to the stock of any corporation shall mean
stock of any class or classes having ordinary voting power for the election of a
majority of the directors of such corporation, other than stock having such
power only by reason of the occurrence of a contingency.

Trade Payables:

The term "Trade Payables" means, with respect to any Person, any accounts
payable or any other indebtedness or monetary obligation to trade creditors
created, assumed or Guaranteed by such Person or any of its Subsidiaries arising
in the ordinary course of business in connection with the acquisition of goods
or services.

Tranche:

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

Trustee:

The term "Trustee" shall mean The Bank of New York, and, subject to the
provisions of Article Seven, shall also include its successors and assigns, and,
if at any time there is more than one person acting in such capacity hereunder,
"Trustee" shall mean each such person. The term "Trustee" as used with respect
to a particular series of the Securities shall mean the trustee with respect to
that series.

                                       11
<Page>

Trust Indenture Act:

The term "Trust Indenture Act", subject to the provisions of Sections 9.01,
9.02, and 10.01, shall mean the Trust Indenture Act of 1939, as amended and in
effect at the date of execution of this Indenture.

United States:

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

                                   ARTICLE TWO
                      ISSUE, DESCRIPTION, TERMS, EXECUTION,
                     REGISTRATION AND EXCHANGE OF SECURITIES

         SECTION 2.01. The aggregate principal amount of Securities which may
be authenticated and delivered under this Indenture is unlimited.

         The Securities may be issued from time to time in one or more series
and in one or more Tranches thereof. Each series shall be authorized by a
Company Order or Orders or one or more indentures supplemental hereto, which
shall specify whether the Securities of such series shall be subject to a
Periodic Offering. The Company Order or Orders or supplemental indenture and, in
the case of a Periodic Offering, Instructions or other procedures acceptable to
the Trustee specified in such Company Order or Orders, shall establish the terms
of the series, which may include the following: (i) any limitations on the
aggregate principal amount of the Securities to be authenticated and delivered
under this Indenture as part of such series (except for Securities authenticated
and delivered upon registration of transfer of, in exchange for or in lieu of
other Securities of that series); (ii) the stated maturity or maturities of such
series and any right to extend such date or dates; (iii) the date or dates from
which interest shall accrue, the Interest Payment Dates on which such interest
will be payable or the manner of determination of such Interest Payment Dates
and the record date for the determination of holders to whom interest is payable
on any such Interest Payment Date; (iv) the interest rate or rates (which may be
fixed or variable), or method of calculation of such rate or rates, for such
series; (v) the terms, if any, regarding the redemption, purchase or repayment
of such series (whether at the option of the Company or a holder of the
Securities of such series and whether

                                       12

<Page>

pursuant to a sinking fund or analogous provisions, including payments made in
cash in anticipation of future sinking fund obligations), including redemption,
purchase or repayment date or dates of such series, if any, and the price or
prices and other terms and conditions applicable to such redemption, purchase or
repayment (including any premium); (vi) whether or not the Securities of such
series shall be issued in whole or in part in the form of a Global Security and,
if so, the Depositary for such Global Security and the related procedures with
respect to transfer and exchange of such Global Security; (vii) the designation
of such series; (viii) the form of the Securities of such series; (ix) the
maximum annual interest rate, if any, of the Securities permitted for such
series; (x) whether the Securities of such series shall be subject to Periodic
Offering; (xi) the currency or currencies, including composite currencies, in
which payment of the principal of (and premium, if any) and interest on the
Securities of such series shall be payable, if other than Dollars and the manner
of determining the Dollar equivalent for purposes of determining Securities
outstanding; (xii) any other information necessary to complete the Securities of
such series; (xiii) the establishment of any office or agency pursuant to
Section 4.02 hereof and any other place or places which the principal of and
interest, if any, on Securities of that series shall be payable; (xiv) if other
than denominations of $1,000 or any integral multiple thereof, the denominations
in which the Securities of the series shall be issuable; (xv) the obligations or
instruments, if any, which shall be considered to be Eligible Obligations in
respect of the Securities of such series denominated in a currency other than
Dollars or in a composite currency; (xvi) whether or not the Securities of such
series shall be issued as Discount Securities and the terms thereof, including
the portion of the principal amount thereof which shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 6.01(b);
(xvii) if the principal, premium, if any, or interest, if any, on such
Securities are to be payable, at the election of the Company or the holder
thereof, in coin or currency, including composite currencies, other than that in
which the Securities are stated to be payable, the period or periods within
which, and the terms and conditions upon which, such election shall be made;
(xviii) if the amount of payment of principal of and premium, if any, or
interest, if any, on such Securities may 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
amount shall be determined; (xix) the date or dates, if any, after which the
Securities may be converted or exchanged into or for shares of the Company's
common stock or another company's


                                       13

<PAGE>

securities or properties and the terms for any such conversion or exchange; (xx)
whether the Securities will be subject to Article 11; (xxi) any special
provisions for the payment of additional amounts; (xxii) any right to defer
payments of interest by extending an interest payment period and the duration of
such extension; and (xxiii) any other terms of such series not inconsistent with
this Indenture.

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to any such Company Order or in any indentures supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Company Order, a copy of an appropriate record of the applicable
Board Resolution shall be certified by the Secretary or an Associate or
Attesting Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order setting forth the terms of that series.

         SECTION 2.02. The Securities of any series shall be substantially of
the tenor and purport (i) as set forth in one or more indentures supplemental
hereto or as provided in a Company Order, or (ii) with respect to any Tranche
of Securities of a series subject to Periodic Offering, to the extent
permitted by any of the documents referred to in clause (i) above, in
Instructions, or by other procedures acceptable to the Trustee specified in
such Company Order or Orders, 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 or designation and such legends or endorsements printed,
lithographed or engraved thereon as the Company may deem appropriate and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any stock exchange on which
Securities of that series may be listed or of the Depository, or to conform
to usage.

         The Trustee's Certificate of Authentication shall be in substantially
the following form:

         "This is one of the Securities of the series designated in accordance
         with, and referred to in, the within-mentioned Indenture.

         Dated:

                                       14

<Page>

         THE BANK OF NEW YORK, as Trustee

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


         SECTION 2.03. The Securities shall be issuable as registered
Securities and in the denominations of $1,000 or any integral multiple
thereof, subject to Sections 2.01(xi) and (xiv). The Securities of a
particular series shall bear interest payable on the dates and at the rate or
rates specified with respect to that series. Except as otherwise specified as
contemplated by Section 2.01, the principal of and the interest on the
Securities of any series, as well as any premium thereon in case of
redemption thereof prior to maturity, shall be payable in Dollars at the
office or agency of the Company maintained for that purpose. Each Security
shall be dated the date of its authentication.

         The interest installment on any Security which is payable, and is
punctually paid or duly provided for, on any Interest Payment Date for
Securities of that series shall be paid to the person in whose name said
Security (or one or more Predecessor Securities) is registered at the close of
business on the regular record date for such interest installment, except that
interest payable on redemption or maturity shall be payable as set forth in the
Company Order or indenture supplemental hereto establishing the terms of such
series of Securities. Except as otherwise specified as contemplated by Section
2.01, interest on Securities will be computed on the basis of a 360-day year of
twelve 30-day months.

         Any interest on any Security which is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date for Securities of the
same series (herein called "Defaulted Interest") shall forthwith cease to be
payable to the registered holder on the relevant regular record date by virtue
of having been such holder; and such Defaulted Interest shall be paid by the
Company, at its election, as provided in clause (1) or clause (2) below:

                  (1) The Company may make payment of any Defaulted Interest on
         Securities to the persons in whose names such Securities (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

                                       15

<Page>


         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 such Security and the date of the proposed
         payment, and at the same time the Company shall deposit with the
         Trustee an amount of money equal to the aggregate amount proposed to be
         paid in respect of such Defaulted Interest or shall make arrangements
         satisfactory to the Trustee for such deposit prior to the date of the
         proposed payment, such money when deposited to be held in trust for the
         benefit of the persons entitled to such Defaulted Interest as in this
         clause provided. Thereupon the Trustee shall fix a special record date
         for the payment of such Defaulted Interest which shall not be more than
         15 nor 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 Securityholder at his or her address as it
         appears in the Security Register (as hereinafter defined), 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 mailed as aforesaid, such Defaulted Interest shall be paid
         to the persons in whose names such Securities (or their respective
         Predecessor Securities) are registered on such special record date and
         shall be no longer payable pursuant to the following clause (2).

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

         Unless otherwise set forth in a Company Order or one or more indentures
supplemental hereto establishing the terms of any series of Securities pursuant
to Section 2.01 hereof, the term "regular record date" as used in this Section
with respect to a series of Securities with respect to any Interest Payment Date
for such series shall mean either the fifteenth day of the month immediately
preceding the month in which an Interest Payment Date

                                       16

<Page>

established for such series pursuant to Section 2.01 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.01 hereof shall occur, if such Interest
Payment Date is the fifteenth day of a month, whether or not such date is a
Business Day.

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

         SECTION 2.04. The Securities shall, subject to the provisions of
Section 2.06, be printed on steel engraved borders or fully or partially
engraved, or legibly typed, as the proper officer of the Company may
determine, and shall be signed on behalf of the Company by an Authorized
Officer. The signature of such Authorized Officer upon the Securities may be
in the form of a facsimile signature of a present or any future Authorized
Officer and may be imprinted or otherwise reproduced on the Securities and
for that purpose the Company may use the facsimile signature of any person
who shall have been an Authorized Officer, notwithstanding the fact that at
the time the Securities shall be authenticated and delivered or disposed of
such person shall have ceased to be an Authorized Officer.

         Only such Securities as shall bear thereon a Certificate of
Authentication substantially in the form established for such Securities,
executed manually by an authorized signatory of the Trustee, or by any
Authenticating Agent with respect to such Securities, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any purpose. Such
certificate executed by the Trustee, or by any Authenticating Agent appointed by
the Trustee with respect to such Securities, upon any Security executed by the
Company shall be conclusive evidence that the Security so authenticated has been
duly authenticated and delivered hereunder and that the registered holder
thereof is entitled to the benefits of this Indenture.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities and the Trustee, in accordance
with such Company Order, shall authenticate and deliver

                                       17

<Page>

such Securities; provided, however, that in the case of Securities offered in a
Periodic Offering, the Trustee shall authenticate and deliver such Securities
from time to time in accordance with Instructions or such other procedures
acceptable to the Trustee as may be specified by or pursuant to a supplemental
indenture or Company Order delivered to the Trustee prior to the time of the
first authentication of Securities of such series.

         In authenticating such Securities and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall receive and (subject to Section 7.01) shall be fully protected in
relying upon, (i) an Opinion of Counsel and (ii) an Officers' Certificate, each
stating that the form and terms thereof have been established in conformity with
the provisions of this Indenture; 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 and Officers' Certificate only once
at or prior to the time of the first authentication of Securities of such series
and that, in such opinion or certificate, the opinion or certificate described
above may state that when the terms of such Securities, or each Tranche thereof,
shall have been established pursuant to a Company Order or Orders or pursuant to
such procedures acceptable to the Trustee, as may be specified by a Company
Order, such terms will have been established in conformity with the provisions
of this Indenture. Each Opinion of Counsel and Officers' Certificate delivered
pursuant to this Section 2.04 shall include all statements prescribed in Section
13.06(b). Such Opinion of Counsel shall also be to the effect that when such
Securities have been executed by the Company and authenticated by the Trustee in
accordance with the provisions of this Indenture and delivered to and duly paid
for by the purchasers thereof, they will be valid and legally binding
obligations of the Company, enforceable in accordance with their terms (subject
to customary exceptions) and will be entitled to the benefits of this Indenture.

         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 forms and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Company Order, Opinion of
Counsel, Officers' Certificate and other documents delivered pursuant to this
Section at or prior to the time of the first authentication of Securities of
such series unless and until such Company Order, Opinion of Counsel, Officers'
Certificate or other documents have been superseded or revoked or expire by
their terms.

                                       18
<Page>


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

         SECTION 2.05. (a) Securities of any series may be exchanged upon
presentation thereof at the office or agency of the Company designated for
such purpose, for other Securities of such series of authorized
denominations, and for a like aggregate principal amount, upon payment of a
sum sufficient to cover any tax or other governmental charge in relation
thereto, all as provided in this Section. In respect of any Securities so
surrendered for exchange, the Company shall execute, the Trustee shall
authenticate and such office or agency shall deliver in exchange therefor the
Security or Securities of the same series which the Securityholder making the
exchange shall be entitled to receive, bearing numbers not contemporaneously
outstanding.

         (b) The Company shall keep, or cause to be kept, at its office or
agency designated for such purpose in the Borough of Manhattan, the City and
State of New York, or such other location designated by the Company a register
or registers (herein referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall register
the Securities and the transfers of Securities as in this Article provided and
which at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Securities and transfer of Securities
as herein provided shall be appointed as authorized by Board Resolution, an
indenture supplement hereto or Company Order (the "Security Registrar").

         Upon surrender for transfer of any Security at the office or agency of
the Company designated for such purpose in the Borough of Manhattan, the City
and State of New York, or other location as aforesaid, the Company shall
execute, the Trustee shall authenticate and such office or agency shall deliver
in the name of the transferee or transferees a new Security or Securities of the
same series as the Security presented for a like aggregate principal amount.

         All Securities presented or surrendered for exchange or registration of
transfer, as provided in this Section, shall be accompanied (if so required by
the Company or the Security Registrar) by a written instrument or instruments of
transfer, in

                                       19

<Page>

form satisfactory to the Company or the Security Registrar, duly executed by the
registered holder or by his duly authorized attorney in writing.

         (c) Except as provided in the first paragraph of Section 2.07, no
service charge shall be made for any exchange or registration of transfer of
Securities, or issue of new Securities in case of partial redemption of any
series, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge in relation thereto, other than exchanges pursuant
to Section 2.06, Section 3.03(b) and Section 9.04 not involving any transfer.

         (d) The Company shall neither be required (i) to issue, exchange or
register the transfer of any Securities during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
less than all the outstanding Securities of the same series and ending at the
close of business on the day of such mailing, nor (ii) to register the transfer
of or exchange any Securities of any series or portions thereof called for
redemption or as to which the holder thereof has exercised its right, if any, to
require the Company to repurchase such Security in whole or in part, except that
portion of such Security not required to be repurchased. The provisions of this
Section 2.05 are, with respect to any Global Security, subject to Section 2.11
hereof.

         SECTION 2.06. Pending the preparation of definitive Securities of
any series, the Company may execute, and the Trustee shall authenticate and
deliver, temporary Securities (printed, lithographed or typewritten) of any
authorized denomination, and substantially in the form of the definitive
Securities in lieu of which they are issued, but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the Company. Every temporary Security of any series shall be
executed by the Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with like effect, as the
definitive Securities of such series in accordance with Section 2.04. Without
unnecessary delay the Company will execute and will furnish definitive
Securities of such series and thereupon any or all temporary Securities of such
series may be surrendered in exchange therefor (without charge to the holders
thereof), at the office or agency of the Company designated for the purpose, and
the Trustee shall authenticate and such office or agency shall deliver in
exchange for such temporary Securities an equal aggregate principal amount of
definitive Securities of such series, unless the Company advises the Trustee

                                       20

<Page>

to the effect that definitive Securities need not be executed and furnished
until further notice from the Company. Until so exchanged, the temporary
Securities of such series shall be entitled to the same benefits under this
Indenture as definitive Securities of such series authenticated and delivered
hereunder.

         SECTION 2.07. In case any temporary or definitive Security shall
become mutilated or be destroyed, lost or stolen, the Company (subject to the
next succeeding sentence) shall execute, and upon its request the Trustee
(subject as aforesaid) shall authenticate and deliver, a new Security of the
same series bearing a number not contemporaneously outstanding, in exchange
and substitution for the mutilated Security, or in lieu of and in
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substituted Security shall furnish to the Company and to the
Trustee such security or indemnity as may be required by them to save each of
them harmless, and, in every case of destruction, loss or theft, the
applicant shall also furnish to the Company and to the Trustee evidence to
their satisfaction of the destruction, loss or theft of the applicant's
Security and of the ownership thereof. The Trustee may authenticate any such
substituted Security and deliver the same upon the written request or
authorization of any officer of the Company. Upon the issuance of any
substituted Security, the Company may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith. In case any Security which has matured or is
about to mature shall become mutilated or be destroyed, lost or stolen, the
Company may, instead of issuing a substitute Security, pay or authorize the
payment of the same (without surrender thereof except in the case of a
mutilated Security) if the applicant for such payment shall furnish to the
Company and to the Trustee such security or indemnity as they may require to
save them harmless, and, in case of destruction, loss or theft, evidence to
the satisfaction of the Company and the Trustee of the destruction, loss or
theft of such Security and of the ownership thereof.

         Every Security issued pursuant to the provisions of this Section in
substitution for any Security which is mutilated, destroyed, lost or stolen
shall constitute an additional contractual obligation of the Company, whether or
not the mutilated, destroyed, lost or stolen Security shall be found at any
time, or be enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Securities of
the same series duly issued

                                       21

<Page>

hereunder. All Securities shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities, and shall preclude
(to the extent lawful) any and all other rights or remedies, notwithstanding any
law or statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

         SECTION 2.08. All Securities surrendered for the purpose of payment,
redemption, exchange or registration of transfer, or for credit against a
sinking fund, shall, if surrendered to the Company or any paying agent, be
delivered to the Trustee for cancellation, or, if surrendered to the Trustee,
shall be canceled by it, and no Securities shall be issued in lieu thereof
except as expressly required or permitted by any of the provisions of this
Indenture. On request of the Company, the Trustee shall deliver to the
Company canceled Securities held by the Trustee. In the absence of such
request the Trustee may dispose of canceled Securities in accordance with its
standard procedures. If the Company shall otherwise acquire any of the
Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and
until the same are delivered to the Trustee for cancellation.

         SECTION 2.09. Nothing in this Indenture or in the Securities,
express or implied, shall give or be construed to give to any person, firm or
corporation, other than the parties hereto and the holders of the Securities,
any legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained;
all such covenants, conditions and provisions being for the sole benefit of
the parties hereto and of the holders of the Securities.

         SECTION 2.10. So long as any of the Securities of any series remain
outstanding there may be an Authenticating Agent for any or all such series
of Securities which the Trustee shall have the right to appoint. Said
Authenticating Agent shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, transfer or
partial redemption thereof, and Securities so authenticated shall be entitled
to the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. All references in this
Indenture to the authentication of Securities by the Trustee shall be deemed
to include authentication by an Authenticating Agent for such series except
for authentication upon original issuance or pursuant to Section

                                       22

<Page>

2.07 hereof. Each Authenticating Agent shall be acceptable to the Company and
shall be a corporation which has a combined capital and surplus, as most
recently reported or determined by it, sufficient under the laws of any
jurisdiction under which it is organized or in which it is doing business to
conduct a trust business, and which is otherwise authorized under such laws to
conduct such business and is subject to supervision or examination by Federal or
State authorities. If at any time any Authenticating Agent shall cease to be
eligible in accordance with these provisions it shall resign immediately.

         Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at any
time (and upon request by the Company shall) terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may appoint an
eligible successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall become
vested with all the rights, powers and duties of its predecessor hereunder as if
originally named as an Authenticating Agent pursuant hereto. The Company agrees
to pay to each Authenticating Agent from time to time reasonable compensation
for its services under this Section.

         SECTION 2.11. (a) If the Company shall establish pursuant to Section
2.01 that the Securities of a particular series are to be issued as a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 2.04, authenticate and deliver, a Global Security which (i)
shall represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Securities of such series, (ii)
shall be registered in the name of the Depository or its nominee, (iii) shall
be authenticated and delivered by the Trustee to the Depository or pursuant
to the Depository's instruction and (iv) shall bear a legend substantially to
the following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only
to another nominee of the Depository or to a successor Depository or to a
nominee of such successor Depository."

         (b) Notwithstanding the provisions of Section 2.05, the Global Security
of a series may be transferred, in whole but not in part and in the manner
provided in Section 2.05, only to another nominee of the Depository for such
series, or to a successor Depository for such series selected or approved by the

                                       23

<Page>

Company or to a nominee of such successor Depository.

         (c) If at any time the Depository for a series of Securities notifies
the Company that it is unwilling or unable to continue as Depository for such
series or if at any time the Depository for such series shall no longer be
registered or in good standing under the Exchange Act, or other applicable
statute or regulation and a successor Depository for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be, this Section 2.11 shall
no longer be applicable to the Securities of such series and the Company will
execute, and subject to Section 2.05, the Trustee will authenticate and deliver
Securities of such series in definitive registered form without coupons, in
authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Security of such series in exchange for such
Global Security. In addition, the Company may at any time determine that the
Securities of any series shall no longer be represented by a Global Security and
that the provisions of this Section 2.11 shall no longer apply to the Securities
of such series. In such event the Company will execute, and subject to Section
2.05, the Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company, will authenticate and deliver Securities of such
series in definitive registered form without coupons, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security of such series in exchange for such Global
Security. Upon the exchange of the Global Security for such Securities in
definitive registered form without coupons, in authorized denominations, the
Global Security shall be canceled by the Trustee. Such Securities in definitive
registered form issued in exchange for the Global Security pursuant to this
Section 2.11(c) shall be registered in such names and in such authorized
denominations as the Depository, pursuant to instructions from its direct or
indirect participants or otherwise, shall instruct the Security Registrar. The
Trustee shall deliver such Securities to the Depository for delivery to the
persons in whose names such Securities are so registered.

         SECTION 2.12. In the case of the Securities of any series
denominated in any currency other than Dollars or in a composite currency
(the "Required Currency"), except as otherwise specified with respect to such
Securities as contemplated by Section 2.01, the obligation of the Company to
make any payment of the principal thereof, or the premium or interest
thereon, shall not be discharged or satisfied by any tender by the Company,
or recovery by the Trustee, in any currency other than the Required Currency,

                                       24

<Page>

except to the extent that such tender or recovery shall result in the Trustee
timely holding the full amount of the Required Currency then due and payable. If
any such tender or recovery is in a currency other than the Required Currency,
the Trustee may take such actions as it considers appropriate to exchange such
currency for the Required Currency. The costs and risks of any such exchange,
including, without limitation, the risks of delay and exchange rate fluctuation,
shall be borne by the Company, the Company shall remain fully liable for any
shortfall or delinquency in the full amount of Required Currency then due and
payable, and in no circumstances shall the Trustee be liable therefor except in
the case of its negligence or willful misconduct.

         SECTION 2.13. The Company in issuing Securities may use "CUSIP"
numbers (if then generally in use) and, if so used, the Trustee shall use
"CUSIP" numbers in notices of redemption as a convenience to holders of
Securities; provided that any such notice may state that no representation is
made as to the correctness of such numbers either as printed on the
Securities or contained in any notice of redemption and that reliance may be
placed only on the other identification numbers printed on the Securities,
and any such redemption shall not be affected by any defect in or omission of
such numbers. The Company shall promptly notify the Trustee of any change in
the CUSIP numbers.

                                  ARTICLE THREE
              REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

         SECTION 3.01. The Company may redeem the Securities of any series
issued hereunder on and after the dates and in accordance with the terms
established for such series pursuant to Section 2.01 hereof.

         SECTION 3.02. (a) In case the Company shall desire to exercise such
right to redeem all or, as the case may be, a portion of the Securities of
any series in accordance with the right reserved so to do, it shall give
notice of such redemption to holders of the Securities of such series to be
redeemed by mailing, first class postage prepaid, a notice of such redemption
not less than 30 days and not more than 60 days before the date fixed for
redemption of that series to such holders at their last addresses as they
shall appear upon the Security Register. Any notice which is mailed in the
manner herein provided shall be conclusively presumed to have been duly
given, whether or not the registered holder receives the notice. In any case,
failure duly to give such notice to the holder of any Security of any series

                                       25

<Page>

designated for redemption in whole or in part, or any defect in the notice,
shall not affect the validity of the proceedings for the redemption of any other
Securities of such series or any other series. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption or
subject to compliance with certain conditions provided in the terms of such
Securities or elsewhere in this Indenture, the Company shall furnish the Trustee
with an Officers' Certificate evidencing compliance with any such restriction or
condition.

         Unless otherwise so provided as to a particular series of Securities,
if at the time of mailing of any notice of redemption the Company shall not have
deposited with the paying agent an amount in cash sufficient to redeem all of
the Securities called for redemption, including accrued interest to the date
fixed for redemption, such notice shall state that it is subject to the receipt
of redemption moneys by the paying agent on or before the date fixed for
redemption (unless such redemption is mandatory) and such notice shall be of no
effect unless such moneys are so received on or before such date.

         Each such notice of redemption shall identify the Securities to be
redeemed (including CUSIP numbers, if any), specify the date fixed for
redemption and the redemption price at which Securities of that series are to be
redeemed, and shall state that payment of the redemption price of such
Securities to be redeemed will be made at the office or agency of the Company,
upon presentation and surrender of such Securities, that interest accrued to the
date fixed for redemption will be paid as specified in said notice, that from
and after said date interest will cease to accrue and that the redemption is for
a sinking fund, if such is the case. If less than all the Securities of a series
are to be redeemed, the notice to the holders of Securities of that series to be
redeemed in whole or in part shall specify the particular Securities to be so
redeemed. In case any Security is to be redeemed in part only, the notice which
relates to such Security shall state the portion of the principal amount thereof
to be redeemed, and shall state that on and after the redemption date, upon
surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

         (b) The Company shall give the Trustee at least 45 days' notice in
advance of the date fixed for redemption (unless the Trustee shall agree to a
shorter period) and, in the case of redemption of less than all the Securities
of a series, as to the aggregate principal amount of Securities of the series to
be

                                       26

<Page>

redeemed, and thereupon the Trustee shall select, by lot or in such other manner
as it shall deem appropriate and fair in its discretion and which may provide
for the selection of a portion or portions (equal to $1,000 or any integral
multiple thereof, subject to Sections 2.01(xi) and (xiv)) of the principal
amount of such Securities of a denomination larger than $1,000 (subject as
aforesaid), the Securities to be redeemed and shall thereafter promptly notify
the Company in writing of the numbers of the Securities to be redeemed, in whole
or in part.

         The Company may, if and whenever it shall so elect, by delivery of
instructions signed on its behalf by an Authorized Officer, instruct the Trustee
or any paying agent to call all or any part of the Securities of a particular
series for redemption and to give notice of redemption in the manner set forth
in this Section, such notice to be in the name of the Company or its own name as
the Trustee or such paying agent may deem advisable. In any case in which notice
of redemption is to be given by the Trustee or any such paying agent, the
Company shall deliver or cause to be delivered to, or permit to remain with, the
Trustee or such paying agent, as the case may be, such Security Register,
transfer books or other records, or suitable copies or extracts therefrom,
sufficient to enable the Trustee or such paying agent to give any notice by mail
that may be required under the provisions of this Section.

         SECTION 3.03. (a) If the giving of notice of redemption shall have
been completed as above provided, the Securities or portions of Securities of
the series to be redeemed specified in such notice shall become due and
payable on the date and at the place stated in such notice at the applicable
redemption price, together with, subject to the Company Order or supplemental
indenture hereto establishing the terms of such series of Securities,
interest accrued to the date fixed for redemption and interest on such
Securities or portions of Securities shall cease to accrue on and after the
date fixed for redemption, unless the Company shall default in the payment of
such redemption price and accrued interest with respect to any such Security
or portion thereof. On presentation and surrender of such Securities on or
after the date fixed for redemption at the place of payment specified in the
notice, said Securities shall be paid and redeemed at the applicable
redemption price for such series, together with, subject to the Company Order
or supplemental indenture hereto establishing the terms of such series of
Securities, interest accrued thereon to the date fixed for redemption.

                                       27

<Page>

         (b) Upon presentation of any Security of such series which is to be
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and the office or agency where the Security is presented shall
deliver to the holder thereof, at the expense of the Company, a new Security or
Securities of the same series, of authorized denominations in principal amount
equal to the unredeemed portion of the Security so presented.

         SECTION 3.04. The provisions of this Section 3.04 and Sections 3.05
and 3.06 shall be applicable to any sinking fund for the retirement of
Securities of a series, except as otherwise specified as contemplated by
Section 2.01 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 3.05. Each sinking fund payment shall be applied to the
redemption of Securities of such series as provided for by the terms of
Securities of such series.

         SECTION 3.05. The Company (i) may deliver Outstanding Securities of
a series (other than any previously called for redemption) and (ii) may apply
as a credit Securities of a series 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; 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 mandatory sinking fund and
the amount of such mandatory sinking fund payment shall be reduced
accordingly.

         SECTION 3.06. Not less than 45 days 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 delivering and
crediting Securities of that series pursuant to Section 3.05 and the basis
for such credit

                                       28
<Page>


and will, together with such Officers' Certificate, 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 3.02 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 3.02, except that the notice of
redemption shall also state that the Securities of such series are being
redeemed by operation of the sinking fund and the sinking fund payment date.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Section 3.03.

                                  ARTICLE FOUR
                       PARTICULAR COVENANTS OF THE COMPANY

         The Company covenants and agrees for each series of the Securities as
follows:

         SECTION 4.01. The Company will duly and punctually pay or cause to
be paid the principal of (and premium, if any) and interest on the Securities
of that series at the time and place and in the manner provided herein and
established with respect to such Securities.

         SECTION 4.02. So long as any series of the Securities remain
outstanding, the Company agrees to maintain an office or agency with respect
to each such series, which shall be in the Borough of Manhattan, the City and
State of New York or at such other location or locations as may be designated
as provided in this Section 4.02, where (i) Securities of that series may be
presented for payment, (ii) Securities of that series may be presented as
hereinabove authorized for registration of transfer and exchange, and (iii)
notices and demands to or upon the Company in respect of the Securities of
that series and this Indenture may be given or served, such designation to
continue with respect to such office or agency until the Company shall, by
written notice signed by an Authorized Officer and delivered to the Trustee,
designate some other office or agency for such purposes or any of them. If at
any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee with the address thereof, such
presentations, notices and demands may be made or served at the Corporate
Trust Office of the Trustee, and the Company hereby appoints the Trustee as
its agent to receive all such presentations, notices and demands. The Trustee
will initially act as paying agent for the Securities.

                                       29
<Page>


         The Company may also from time to time, by written notice signed by an
Authorized Officer and delivered to the Trustee, designate one or more other
offices or agencies for the foregoing purposes within or outside the Borough of
Manhattan, City of New York, 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 obligations to maintain an office or
agency in the Borough of Manhattan, City of New York for the foregoing purposes.
The Company will give prompt written notice to the Trustee of any change in the
location of any such other office or agency.

         SECTION 4.03. (a) If the Company shall appoint one or more paying
agents for all or any series of the Securities, other than the Trustee, the
Company will cause each such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee,
subject to the provisions of this Section:

                  (1) that it will hold all sums held by it as such agent for
         the payment of the principal of (and premium, if any) or interest on
         the Securities of that series (whether such sums have been paid to it
         by the Company or by any other obligor of such Securities) in trust for
         the benefit of the persons entitled thereto;

                  (2) that it will give the Trustee prompt notice of any failure
         by the Company (or by any other obligor of such Securities) to make any
         payment of the principal of (and premium, if any) or interest on the
         Securities of that series when the same shall be due and payable;

                  (3) that it will, at any time during the continuance of any
         failure referred to in the preceding paragraph (a)(2) above, upon the
         written request of the Trustee, forthwith pay to the Trustee all sums
         so held in trust by such paying agent; and

                  (4) that it will perform all other duties of paying agent as
         set forth in this Indenture.

         (b) If the Company shall act as its own paying agent with respect to
any series of the Securities, it will on or before each due date of the
principal of (and premium, if any) or interest on Securities of that series, set
aside, segregate and hold in trust for the benefit of the persons entitled
thereto a sum sufficient to pay such principal (and premium, if any) or interest
so


                                       30

<Page>

becoming due on Securities of that series until such sums shall be paid to
such persons or otherwise disposed of as herein provided and will promptly
notify the Trustee of such action, or any failure (by it or any other obligor on
such Securities) to take such action. Whenever the Company shall have one or
more paying agents for any series of Securities, it will, prior to each due date
of the principal of (and premium, if any) or interest on any Securities of that
series, deposit with the paying agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the persons entitled to such principal, premium or interest, and
(unless such paying agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

         (c) Anything in this Section to the contrary notwithstanding, (i) the
agreement to hold sums in trust as provided in this Section is subject to the
provisions of Section 11.04, and (ii) the Company may at any time, for the
purpose of obtaining the satisfaction and discharge of this Indenture or for any
other purpose, pay, or direct any paying agent to pay, to the Trustee all sums
held in trust by the Company or such paying agent, such sums to be held by the
Trustee upon the same terms and conditions as those upon which such sums were
held by the Company or such paying agent; and, upon such payment by any paying
agent to the Trustee, such paying agent shall be released from all further
liability with respect to such money.

         SECTION 4.04. The Company, whenever necessary to avoid or fill a
vacancy in the office of Trustee, will appoint, in the manner provided in
Section 7.10, a Trustee, so that there shall at all times be a Trustee
hereunder.

         SECTION 4.05. The Company will not, while any of the Securities
remain outstanding, consolidate with, or merge into, or merge into itself, or
sell or convey all or substantially all of its property to any other Person
unless the provisions of Article Ten hereof are complied with.

         SECTION 4.06. In the event that the Company issues a Discount
Security, the Company shall file with the Trustee at or prior to the time of
the authentication of such Discount Security a written notice, in such form
as mutually agreed upon by the Company and the Trustee, specifying the amount
of original issue discount that will be accrued on such Discount Security in
each calendar year from the date of issuance to the maturity thereof.

                                       31
<Page>


                                  ARTICLE FIVE
                SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY
                                 AND THE TRUSTEE

         SECTION 5.01. The Company will furnish or cause to be furnished to
the Trustee (a) on each regular record date (as defined in Section 2.03) for
the Securities of each Tranche of a series a list, in such form as the
Trustee may reasonably require, of the names and addresses of the holders of
such Tranche of Securities as of such regular record date, provided, that the
Company shall not be obligated to furnish or cause to be furnished such list
at any time that the list shall not differ in any respect from the most
recent list furnished to the Trustee by the Company and (b) at such other
times as the Trustee may request in writing within 30 days after the receipt
by the Company of any such request, a list of similar form and content as of
a date not more than 15 days prior to the time such list is furnished;
provided, however, no such list need be furnished for any series for which
the Trustee shall be the Security Registrar.

         SECTION 5.02. (a) The Trustee shall preserve, in as current a form
as is reasonably practicable, all information as to the names and addresses
of the holders of Securities contained in the most recent list furnished to
it as provided in Section 5.01 and as to the names and addresses of holders
of Securities received by the Trustee in its capacity as Security Registrar
(if acting in such capacity).

         (b) The Trustee may destroy any list furnished to it as provided
in Section  5.01 upon receipt of a new list so furnished.

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

                  (1) afford to such applicants access to the information
         preserved at the time by the Trustee in accordance with the
         provisions of subsection (a) of this Section 5.02; or

                                       32

<Page>

                  (2) inform such applicants as to the approximate number of
         holders of Securities of such series or of all Securities, as the case
         may be, whose names and addresses appear in the information preserved
         at the time by the Trustee, in accordance with the provisions of
         subsection (a) of this Section 5.02, and as to the approximate cost of
         mailing to such Securityholders the form of proxy or other
         communication, if any, specified in such application.

         (d) If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each holder of such series or of all Securities, as the case
may be, whose name and address appears in the information preserved at the time
by the Trustee in accordance with the provisions of subsection (a) of this
Section 5.02, a copy of the form of proxy or other communication which is
specified in such request, with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender, the Trustee shall mail to such applicants and file with the
Commission, together with a copy of the material to be mailed, a written
statement to the effect that, in the opinion of the Trustee, such mailing would
be contrary to the best interests of the holders of Securities of such series or
of all Securities, as the case may be, or would be in violation of applicable
law. Such written statement shall specify the basis of such opinion. If the
Commission, after opportunity for a hearing upon the objections specified in the
written statement so filed, shall enter an order refusing to sustain any of such
objections or if, after the entry of an order sustaining one or more of such
objections, the Commission shall find, after notice and opportunity for hearing,
that all the objections so sustained have been met and shall enter an order so
declaring, the Trustee shall mail copies of such material to all such
Securityholders with reasonable promptness after the entry of such order and the
renewal of such tender; otherwise, the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

         (e) Each and every holder of the Securities, by receiving and holding
the same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any paying agent nor any Security Registrar shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the holders of Securities in accordance with the provisions of
subsection (c) of this Section, regardless of the source from

                                       33

<Page>

which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
said subsection (c).

         SECTION 5.03. (a) The Company covenants and agrees to file with the
Trustee, within 30 days after the Company is required to file the same with
the Commission, a copy of the annual reports and of the information,
documents and other reports (or a copy of such portions of any of the
foregoing as the Commission may from time to time by rules and regulations
prescribe) which the Company may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the
Company is not required to file information, documents or reports pursuant to
either of such sections, then to file with the Trustee and, unless the
Commission shall not accept such information, documents or reports, the
Commission, in accordance with the rules and regulations prescribed from time
to time by the Commission, such of the supplementary and periodic
information, documents and reports which may be required pursuant to Section
13 of the Exchange Act, in respect of a security listed and registered on a
national securities exchange as may be prescribed from time to time in such
rules and regulations.

         (b) The Company covenants and agrees to file with the Trustee and the
Commission, in accordance with the rules and regulations prescribed from time to
time by the Commission, such additional information, documents and reports with
respect to compliance by the Company with the conditions and covenants provided
for in this Indenture as may be required from time to time by such rules and
regulations.

         (c) The Company covenants and agrees to transmit by mail, first class
postage prepaid, or reputable over-night delivery service which provides for
evidence of receipt, to the Securityholders, as their names and addresses appear
upon the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (b) of this Section as may
be required by rules and regulations prescribed from time to time by the
Commission.

         (d) The Company covenants and agrees to furnish to the Trustee, on or
before May 15 in each calendar year in which any of the Securities are
outstanding, or on or before such other day in each calendar year as the Company
and the Trustee may from time to time agree upon, a certificate from the
principal executive

                                       34

<Page>

officer, principal financial officer or principal accounting officer, as to his
or her knowledge, of the Company's compliance with all conditions and covenants
under this Indenture. For purposes of this subsection (d), such compliance shall
be determined without regard to any period of grace or requirement of notice
provided under this Indenture.

         (e) Delivery of such information, documents or reports to the Trustee
pursuant to Section 5.03(a) or 5.03(b) is for informational purposes only and
the Trustee's receipt thereof shall not constitute constructive notice of any
information contained therein or determinable from information contained
therein, including, in the case of Section 5.03(b), the Company's compliance
with any of the covenants hereunder.

         SECTION 5.04. (a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each September 15th following the date of
this Indenture deliver to Holders a brief report, dated as of such September
15th, which complies with the provisions of such Section 313(a).

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

                                   ARTICLE SIX
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

         SECTION 6.01. (a) Whenever used herein with respect to Securities of
a particular series, "Event of Default" means any one or more of the
following events which has occurred and is continuing:

                  (1) default in the payment of any installment of interest upon
         any of the Securities of that series, as and when the same shall become
         due and payable, and continuance of such default for a period of 30
         days (subject to the deferral of any due date in the case of an
         extension period);

                                       35

<Page>

                  (2) default in the payment of the principal of (or premium, if
         any, on) any of the Securities of that series as and when the same
         shall become due and payable whether at maturity, upon redemption, by
         declaration or otherwise;

                  (3) default in the making or satisfaction of any sinking fund
         payment or analogous obligation as and when the same shall become due
         and payable by the terms of the Securities of that series, and
         continuance of such default for a period of 30 days;

                  (4) failure on the part of the Company duly to observe or
         perform any other of the covenants or agreements on the part of the
         Company with respect to that series contained in such Securities or
         otherwise established with respect to that series of Securities
         pursuant to Section 2.01 hereof or contained in this Indenture (other
         than a covenant or agreement which has been expressly included in this
         Indenture solely for the benefit of one or more series of Securities
         other than such series) for a period of 90 days after the date on which
         written notice of such failure, requiring the same to be remedied and
         stating that such notice is a "Notice of Default" hereunder, shall have
         been given to the Company by the Trustee, by registered or certified
         mail, or to the Company and the Trustee by the holders of at least
         twenty-five percent in aggregate principal amount of the Securities of
         that series at the time outstanding;

                  (5) a decree or order by a court having jurisdiction in the
         premises shall have been entered adjudging the Company as bankrupt or
         insolvent, or approving as properly filed a petition seeking
         liquidation or reorganization of the Company under the Federal
         Bankruptcy Code or any other similar applicable Federal or State law,
         and such decree or order shall have continued unvacated and unstayed
         for a period of 90 consecutive days; or an involuntary case shall be
         commenced under such Code in respect of the Company and shall continue
         undismissed for a period of 90 consecutive days or an order for relief
         in such case shall have been entered; or a decree or order of a court
         having jurisdiction in the premises shall have been entered for the
         appointment on the ground of insolvency or bankruptcy of a receiver or
         custodian or liquidator or trustee or assignee in bankruptcy or
         insolvency of the Company or of its property, or for the winding up or
         liquidation of its affairs, and such decree or order shall have
         remained in force unvacated and unstayed for a period of 90 consecutive
         days;

                                       36
<Page>

                  (6) the Company shall institute proceedings to be adjudicated
         a voluntary bankrupt, or shall consent to the filing of a bankruptcy
         proceeding against it, or shall file a petition or answer or consent
         seeking liquidation or reorganization under the Federal Bankruptcy Code
         or any other similar applicable Federal or State law, or shall consent
         to the filing of any such petition, or shall consent to the appointment
         on the ground of insolvency or bankruptcy of a receiver or custodian or
         liquidator or trustee or assignee in bankruptcy or insolvency of it or
         of its property, or shall make an assignment for the benefit of
         creditors; or

                  (7) the occurrence of any other Event of Default with respect
         to Securities of such series, as contemplated by Section 2.01 hereof.

         (b) The Company shall file with the Trustee written notice of the
occurrence of any Event of Default within five Business Days of the Company's
becoming aware of any such Event of Default. In each and every such case, unless
the principal of all the Securities of that series shall have already become due
and payable, either the Trustee or the holders of not less than twenty-five
percent in aggregate principal amount of the Securities of that series then
outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by such Securityholders), may declare the principal (or, if any of such
Securities are Discount Securities, such portion of the principal amount thereof
as may be specified by their terms as contemplated by Section 2.01) of all the
Securities of that series to be due and payable immediately, and upon any such
declaration the same shall become and shall be immediately due and payable,
anything contained in this Indenture or in the Securities of that series or
established with respect to that series pursuant to Section 2.01 hereof to the
contrary notwithstanding.

         (c) Section 6.01(b), however, is subject to the condition that if, at
any time after the principal of the Securities of that series shall have been so
declared due and payable, and before any judgment or decree for the payment of
the monies due shall have been obtained or entered as hereinafter provided, the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Securities of that series and the
principal of (and premium, if any, on) any and all Securities of that series
which shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and, to the extent that such payment is

                                       37

<Page>

enforceable under applicable law, upon overdue installments of interest, at the
rate per annum expressed in the Securities of that series to the date of such
payment or deposit) and the amount payable to the Trustee under Section 7.06,
and any and all defaults under the Indenture, other than the nonpayment of
principal on Securities of that series which shall not have become due by their
terms, shall have been remedied or waived as provided in Section 6.06, then and
in every such case the holders of a majority in aggregate principal amount of
the Securities of that series then outstanding, by written notice to the Company
and to the Trustee, may rescind and annul such declaration and its consequences
with respect to that series of Securities; but no such rescission and annulment
shall extend to or shall affect any subsequent default, or shall impair any
right consequent thereon.

         (d) In case the Trustee shall have proceeded to enforce any right with
respect to Securities of that series under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission or
annulment or for any other reason or shall have been determined adversely to the
Trustee, then and in every such case the Company and the Trustee shall be
restored respectively to their former positions and rights hereunder, and all
rights, remedies and powers of the Company and the Trustee shall continue as
though no such proceedings had been taken.

         SECTION 6.02. (a) The Company covenants that in case an Event of
Default described in subsection 6.01(a)(1) or (a)(2) shall have occurred and
be continuing, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Securities of that series, the
whole amount that then shall have become due and payable on all such
Securities for principal (and premium, if any) or interest, or both, as the
case may be, with interest upon the overdue principal (and premium, if any)
and (to the extent that payment of such interest is enforceable under
applicable law and without duplication of any other amounts paid by the
Company in respect thereof) upon overdue installments of interest at the rate
per annum expressed in the Securities of that series; and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, and the amount payable to the Trustee under Section
7.06.

         (b) In case the Company shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any action or proceedings at law or
in equity for the

                                       38

<Page>

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

         (c) In case of any receivership, insolvency, liquidation, bankruptcy,
reorganization, readjustment, arrangement, composition or other judicial
proceedings affecting the Company, any other obligor on such Securities, or the
creditors or property of either, the Trustee shall have power to intervene in
such proceedings and take any action therein that may be permitted by the court
and shall (except as may be otherwise provided by law) be entitled to file such
proofs of claim and other papers and documents as may be necessary or advisable
in order to have the claims of the Trustee and of the holders of Securities of
such series allowed for the entire amount due and payable by the Company or such
other obligor under this Indenture at the date of institution of such
proceedings and for any additional amount which may become due and payable by
the Company or such other obligor after such date, and to collect and receive
any monies or other property payable or deliverable on any such claim, and to
distribute the same after the deduction of the amount payable to the Trustee
under Section 7.06; and any receiver, assignee or trustee in bankruptcy or
reorganization is hereby authorized by each of the holders of Securities of such
series to make such payments to the Trustee, and, in the event that the Trustee
shall consent to the making of such payments directly to such Securityholders,
to pay to the Trustee any amount due it under Section 7.06.

         (d) All rights of action and of asserting claims under this Indenture,
or under any of the terms established with respect to Securities of that series,
may be enforced by the Trustee without the possession of any of such Securities,
or the production thereof at any trial or other proceeding relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought in its
own name as trustee of an express trust, and any recovery of judgment shall,
after provision for payment to the Trustee of any amounts due under Section
7.06, be for the ratable benefit of the holders of the Securities of such
series.

         In case of an Event of Default hereunder, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as

                                       39

<Page>

the Trustee shall deem most effectual to protect and enforce any of such rights,
either at law or in equity or in bankruptcy or otherwise, whether for the
specific enforcement of any covenant or agreement contained in the Indenture or
in aid of the exercise of any power granted in this Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.

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

         SECTION 6.03. Any monies collected by the Trustee pursuant to
Section 6.02 with respect to a particular series of Securities shall be
applied in the order following, at the date or dates fixed by the Trustee
and, in case of the distribution of such monies on account of principal (or
premium, if any) or interest, upon presentation of the several Securities of
that series, and stamping thereon the payment, if only partially paid, and
upon surrender thereof if fully paid:

                  FIRST: To the payment of costs and  expenses of collection
         and of all amounts payable to the Trustee under Section 7.06;

                  SECOND: To the payment of all Senior Debt of the Company
         if and to the extent required by Article 14.

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

                  FOURTH: To the Company.

         SECTION 6.04 No holder of any Security of any series shall have any
right by virtue or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or
trustee, or for any other remedy

                                       40

<Page>


hereunder, unless such holder previously shall have given to the Trustee written
notice of an Event of Default and of the continuance thereof with respect to
Securities of such series specifying such Event of Default, as hereinbefore
provided, and unless also the holders of not less than twenty-five percent in
aggregate principal amount of the Securities of such series then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for 60 days
after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding; it being understood and
intended, and being expressly covenanted by the taker and holder of every
Security of such series with every other such taker and holder and the Trustee,
that no one or more holders of Securities of such series shall have any right in
any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any other
of such Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all holders of Securities of such series. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

         Notwithstanding any other provisions of this Indenture, however, the
right of any holder of any Security to receive payment of the principal of (and
premium, if any) and interest on such Security, as therein provided, on or after
the respective due dates expressed in such Security (or in the case of
redemption, on the redemption date), or to institute suit for the enforcement of
any such payment on or after such respective dates or redemption date, shall not
be impaired or affected without the consent of such holder.

         SECTION 6.05. (a) All powers and remedies given by this Article to
the Trustee or to the Securityholders shall, to the extent permitted by law,
be deemed cumulative and not exclusive of any others thereof or of any other
powers and remedies available to the Trustee or the holders of the
Securities, by judicial proceedings or otherwise, to enforce the performance
or observance of the covenants and agreements contained in this Indenture or
otherwise established with respect to such Securities.

                                       41

<Page>

         (b) No delay or omission of the Trustee or of any holder of any of the
Securities to exercise any right or power accruing upon any Event of Default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 6.04, every power and remedy
given by this Article or by law to the Trustee or to the Securityholders may be
exercised from time to time, and as often as shall be deemed expedient, by the
Trustee or by the Securityholders.

         SECTION 6.06. The holders of a majority in aggregate principal
amount of the Securities of any series at the time outstanding, determined in
accordance with Section 8.04, shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee with
respect to such series; provided, however, that such direction shall not be
in conflict with any rule of law or with this Indenture or unduly prejudicial
to the rights of holders of Securities of any other series at the time
outstanding determined in accordance with Section 8.04 not parties thereto.
Subject to the provisions of Section 7.01, the Trustee shall have the right
to decline to follow any such direction if the Trustee in good faith shall,
by a Responsible Officer or Officers of the Trustee, determine that the
proceeding so directed might involve the Trustee in personal liability. The
holders of a majority in aggregate principal amount of the Securities of any
series at the time outstanding affected thereby, determined in accordance
with Section 8.04, may on behalf of the holders of all of the Securities of
such series waive any past default in the performance of any of the covenants
contained herein or established pursuant to Section 2.01 with respect to such
series and its consequences, except a default in the payment of the principal
of, or premium, if any, or interest on, any of the Securities of that series
as and when the same shall become due by the terms of such Securities
otherwise than by acceleration (unless such default has been cured and a sum
sufficient to pay all matured installments of interest and principal
otherwise than by acceleration and any premium has been deposited with the
Trustee (in accordance with Section 6.01(c))) or a call for redemption of
Securities of that series. Upon any such waiver, the default covered thereby
shall be deemed to be cured for all purposes of this Indenture and the
Company, the Trustee and the holders of the Securities of such series shall
be restored to their former positions and rights hereunder, respectively; but
no such waiver shall extend to any subsequent or other default or

                                       42

<Page>

impair any right consequent thereon.

         SECTION 6.07. The Trustee shall, within 90 days after the occurrence
of a default with respect to a particular series, transmit by mail, first
class postage prepaid, to the holders of Securities of that series, as their
names and addresses appear upon the Security Register, notice of all defaults
with respect to that series known to the Trustee, unless such defaults shall
have been cured or waived before the giving of such notice (the term
"defaults" for the purposes of this Section being hereby defined to be the
events specified in subsections (1), (2), (3), (4), (5), (6) and (7) of
Section 6.01(a), not including any periods of grace provided for therein and
irrespective of the giving of notice provided for by subsection (4) of
Section 6.01(a)); provided, that, except in the case of default in the
payment of the principal of (or premium, if any) or interest on any of the
Securities of that series or in the payment of any sinking or analogous fund
installment established with respect to that series, the Trustee shall be
protected in withholding such notice if and so long as the board of
directors, the executive committee, or a trust committee of directors and/or
Responsible Officers, of the Trustee in good faith determine that the
withholding of such notice is in the interests of the holders of Securities
of that series; provided further, that in the case of any default of the
character specified in Section 6.01(a)(4) with respect to Securities of such
series no such notice to the holders of the Securities of that series shall
be given until at least 30 days after the occurrence thereof.

         The Trustee shall not be deemed to have knowledge of any default,
except (i) a default under subsection (a)(1), (a)(2), (a)(3) or (a)(4) of
Section 6.01 as long as the Trustee is acting as paying agent for such series of
Securities or (ii) any default as to which the Trustee shall have received
written notice or a Responsible Officer charged with the administration of this
Indenture shall have obtained written notice.

         SECTION 6.08. All parties to this Indenture agree, and each holder
of any Securities by his or her acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable
costs, including reasonable attorneys' fees and expenses, against any party
litigant in such suit, having due regard to the merits

                                       43

<Page>

and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding more than 10% in aggregate principal amount of the
outstanding Securities of any series, or to any suit instituted by any
Securityholder for the enforcement of the payment of the principal of (or
premium, if any) or interest on any Security of such series, on or after the
respective due dates expressed in such Security or established pursuant to this
Indenture.

                                  ARTICLE SEVEN
                             CONCERNING THE TRUSTEE

         SECTION 7.01. (a) The Trustee, prior to the occurrence of an Event
of Default with respect to Securities of a series and after the curing of all
Events of Default with respect to Securities of that series which may have
occurred, shall undertake to perform with respect to Securities of such
series such duties and only such duties as are specifically set forth in this
Indenture, and no implied covenants or obligations shall be read into this
Indenture against the Trustee. In case an Event of Default with respect to
Securities of a series has occurred (which has not been cured or waived), the
Trustee shall exercise with respect to Securities of that series such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs.

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

                  (1) prior to the occurrence of an Event of Default with
         respect to Securities of a series and after the curing or waiving of
         all such Events of Default with respect to that series which may have
         occurred:

                           (i) the duties and obligations of the Trustee shall
                  with respect to Securities of such series be determined solely
                  by the express provisions of this Indenture, and the Trustee
                  shall not be liable with respect to Securities of such series
                  except for the performance of such duties and obligations as
                  are specifically set forth in this Indenture, and no implied


                                       44
<Page>

                  covenants or obligations shall be read into this Indenture
                  against the Trustee; and

                           (ii) in the absence of bad faith on the part of the
                  Trustee, the Trustee may with respect to Securities of such
                  series conclusively rely, as to the truth of the statements
                  and the correctness of the opinions expressed therein, upon
                  any certificates or opinions furnished to the Trustee and
                  conforming to the requirements of this Indenture; but in the
                  case of any such certificates or opinions which by any
                  provision hereof are specifically required to be furnished to
                  the Trustee, the Trustee shall be under a duty to examine the
                  same to determine whether or not they conform to the
                  requirements of this Indenture (but need not confirm or
                  investigate the accuracy of mathematical calculations or other
                  facts stated therein);

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

                  (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         written direction of the holders of not less than a majority in
         principal amount of the Securities of any series at the time
         outstanding relating to the time, method and place of conducting any
         proceeding for any remedy available to the Trustee, or exercising any
         trust or power conferred upon the Trustee under this Indenture with
         respect to the Securities of that series; and

                  (4) none of the provisions contained in this Indenture shall
         require the Trustee to expend or risk its own funds or otherwise incur
         or risk personal financial liability in the performance of any of its
         duties or in the exercise of any of its rights or powers, if the
         Trustee reasonably believes that the repayment of such funds or
         liability is not reasonably assured to it under the terms of this
         Indenture or adequate indemnity against such risk is not reasonably
         assured to it.

         (c) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 7.01.

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<Page>


         SECTION 7.02. Except as otherwise provided in Section 7.01:

         (a) The Trustee may conclusively rely and shall be fully protected in
acting or refraining from acting upon any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, demand,
approval, bond, security or other paper or document believed by it (i) to be
genuine and (ii) to have been signed or presented by the proper party or
parties;

         (b) Any request, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by a Board Resolution or an Officers'
Certificate (unless other evidence in respect thereof is specifically prescribed
herein);

         (c) The Trustee may consult with counsel of its selection and the
advice of such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or
omitted hereunder in good faith and in reliance thereon;

         (d) The Trustee shall be under no obligation to exercise any of the
rights 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
security or indemnity satisfactory to it against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing herein contained
shall, however, relieve the Trustee of the obligation, upon the occurrence of an
Event of Default with respect to a series of the Securities (which has not been
cured or waived) to exercise with respect to Securities of that series such of
the rights and powers vested in it by this Indenture, and to use the same degree
of care and skill in their exercise, as a prudent man would exercise or use
under the circumstances in the conduct of his own affairs;

         (e) The Trustee shall not be liable for any action taken or omitted to
be taken by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

         (f) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, direction, order, demand, approval,
bond, security, or other

                                       46

<Page>

papers or documents, unless requested in writing so to do by the holders of not
less than a majority in principal amount of the outstanding Securities of the
particular series affected thereby (determined as provided in Section 8.04);
provided, however, 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 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 costs, expenses or
liabilities as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Company or, if paid by the Trustee, shall
be repaid by the Company upon demand. Notwithstanding the foregoing, the
Trustee, in its direction, may make such further inquiry or investigation into
such facts or matters as it may see fit. In making any investigation required or
authorized by this subparagraph, the Trustee shall be entitled to examine books,
records and premises of the Company, personally or by agent or attorney;

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

         (h) The permissive right of the Trustee to do things enumerated
in this  Indenture  shall not be construed as a duty;

         (i) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder;
and

         (j) The Trustee may request that the Company deliver a certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture, which
certificate may be signed by any person authorized to sign an Officers'
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superseded.

         SECTION 7.03. (a) The recitals contained herein and in the
Securities (other than the Certificate of Authentication on the Securities)
shall be taken as the statements of the Company, and the Trustee assumes no
responsibility for the correctness of the

                                       47
<Page>

same.

         (b) The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities.

         (c) The Trustee shall not be accountable for the use or application by
the Company of any of the Securities or of the proceeds of such Securities, or
for the use or application of any monies paid over by the Trustee in accordance
with any provision of this Indenture or established pursuant to Section 2.01, or
for the use or application of any monies received by any paying agent other than
the Trustee.

         SECTION 7.04. The Trustee or any paying agent or Security Registrar, in
its individual or any other capacity, may become the owner or pledgee of
Securities with the same rights it would have if it were not Trustee, paying
agent or Security Registrar.

         SECTION 7.05. Subject to the provisions of Section 11.04, all monies
received by the Trustee shall, until used or applied as herein provided, be held
in trust for the purposes for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any monies received by it hereunder
except such as it may agree in writing with the Company to pay thereon.

         SECTION 7.06. (a) The Company covenants and agrees to pay to the
Trustee from time to time, and the Trustee shall be entitled to such
compensation as shall be agreed in writing between the Company and the
Trustee (which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all services rendered by
it in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee, and the
Company will pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the reasonable expenses and disbursements of its
counsel and agents and of all persons not regularly in its employ) except any
such expense, disbursement or advance as may arise from its negligence,
willful misconduct or bad faith. The Company also covenants to indemnify the
Trustee (and its officers, agents, directors and employees) for, and to hold
it harmless against, any loss, liability or expense incurred without
negligence, willful misconduct or bad faith on the part of the Trustee and
arising out

                                       48
<Page>


of or in connection with the acceptance or administration of this trust,
including the reasonable costs and expenses of defending itself against any
claim or liability in connection with the exercise or performance of any of its
powers or duties hereunder.

         (b) The obligations of the Company under this Section to compensate and
indemnify the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a lien prior to that of the
Securities upon all property and funds held or collected by the Trustee as such,
except funds held in trust for the benefit of the holders of particular
Securities.

         (c) Without prejudice to any other rights available to the Trustee
under applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default, the expenses (including reasonable charges
and expenses of its counsel) and compensation for its services are intended to
constitute expenses of administration under applicable Federal or state
bankruptcy, insolvency or similar law.

         (d) The provisions of this Section 7.06 shall survive the satisfaction
and discharge of this Indenture or the appointment of a successor trustee.

         SECTION 7.07. Except as otherwise provided in Section 7.01, whenever in
the administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
suffering or omitting to take any action hereunder, such matter (unless other
evidence in respect thereof be herein specifically prescribed) may, in the
absence of bad faith on the part of the Trustee, be deemed to be conclusively
proved and established by an Officers' Certificate delivered to the Trustee and
such certificate, in the absence of bad faith on the part of the Trustee, shall
be full warrant to the Trustee for any action taken, suffered or omitted to be
taken by it under the provisions of this Indenture upon the faith thereof.

         SECTION 7.08. If the Trustee has acquired or shall acquire a
conflicting interest within the meaning of the Trust Indenture Act, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture.

         SECTION 7.09. There shall at all times be a Trustee with respect to the
Securities issued hereunder which shall at all

                                       49
<Page>


times be a corporation organized and doing business under the laws of the United
States of America or any State or Territory thereof or of the District of
Columbia, or a corporation or other person permitted to act as trustee by the
Commission, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least 50 million dollars, and
subject to supervision or examination by Federal, State, Territorial, or
District of Columbia authority. If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published. The Company may not, nor may any person directly or
indirectly controlling, controlled by, or under common control with the Company,
serve as Trustee. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 7.10.

         SECTION 7.10. (a) The Trustee or any successor hereafter appointed,
may at any time resign with respect to the Securities of one or more series
by giving written notice thereof to the Company and by transmitting notice of
resignation by mail, first class postage prepaid, to the Securityholders of
such series, as their names and addresses appear upon the Security Register.
Upon receiving such notice of resignation, the Company shall promptly appoint
a successor trustee with respect to Securities of such series by written
instrument, in duplicate, executed by order of the Board of Directors, one
copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor trustee. If no successor trustee shall have been so
appointed and have accepted appointment within 30 days after the mailing of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor trustee with
respect to Securities of such series, or any Securityholder of that series
who has been a bona fide holder of a Security or Securities for at least six
months may, subject to the provisions of Section 6.08, on behalf of himself
and all others similarly situated, petition any such court for the
appointment of a successor trustee. Such court may thereupon after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.

         (b)      In case at any time any of the following shall occur:

                  (1) the Trustee shall fail to comply with the

                                       50
<Page>


         provisions of Section 7.08 after written request therefor by the
         Company or by any Securityholder who has been a bona fide holder
         of a Security or Securities for at least six months; or

                  (2) The Trustee shall cease to be eligible in accordance with
         the provisions of Section 7.09 and shall fail to resign after written
         request therefor by the Company or by any such Securityholder; or

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

then, in any such case, the Company may remove the Trustee with respect to all
Securities and appoint a successor trustee by written instrument, in duplicate,
executed by order of the Board of Directors, one copy of which instrument shall
be delivered to the Trustee so removed and one copy to the successor trustee,
or, subject to the provisions of Section 6.08, unless, with respect to
subsection (b)(1) above, the Trustee's duty to resign is stayed as provided in
Section 310(b) of the Trust Indenture Act, any Securityholder who has been a
bona fide holder of a Security or Securities for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee. Such court may thereupon after such notice, if any, as it may
deem proper and prescribe, remove the Trustee and appoint a successor trustee.

         (c) The holders of a majority in aggregate principal amount of the
Securities of any series at the time outstanding may at any time remove the
Trustee with respect to such series and appoint a successor trustee. If no
successor trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of removal, the Trustee being
removed may petition any court of competent jurisdiction for the appointment of
a successor trustee with respect to the Securities of such series.

         (d) Any resignation or removal of the Trustee and appointment of a
successor trustee with respect to the Securities of a series pursuant to any of
the provisions of this Section shall become effective upon acceptance of
appointment by the

                                      51

<Page>


successor trustee as provided in Section 7.11.

         (e) Any successor trustee appointed pursuant to this Section may be
appointed with respect to the Securities of one or more series or all of such
series, and at any time there shall be only one Trustee with respect to the
Securities of any particular series.

         SECTION 7.11. (a) In case of the appointment hereunder of a
successor trustee with respect to all Securities, every such successor
trustee so appointed shall execute, acknowledge and deliver to the Company
and to the retiring Trustee an instrument accepting such appointment, and
thereupon the resignation or removal of the retiring Trustee shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor trustee all
the rights, powers, and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor trustee all property and money held by
such retiring Trustee hereunder, subject to any prior lien provided for in
Section 7.06(b).

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

                                       52

<Page>


separate and apart from any trust or trusts hereunder administered by
any other such Trustee and that no Trustee shall be responsible for any act or
failure to act on the part of any other Trustee hereunder; 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,
such retiring Trustee shall with respect to the Securities of that or those
series to which the appointment of such successor trustee relates have no
further responsibility for the exercise of rights and powers or for the
performance of the duties and obligations vested in the Trustee under this
Indenture, 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, to the extent contemplated by
such supplemental indenture, the property and money held by such retiring
Trustee hereunder with respect to the Securities of that or those series to
which the appointment of such successor trustee relates.

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

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

         (e) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Company shall transmit notice of the succession of such
trustee hereunder by mail, first class postage prepaid, to the Securityholders,
as their names and addresses appear upon the Security Register. If the Company
fails to transmit such notice within ten days after acceptance of appointment by
the successor trustee, the successor trustee shall cause such notice to be
transmitted at the expense of the Company.

         SECTION 7.12. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation

                                       53

<Page>

succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be qualified under the provisions of the Trust Indenture Act
and eligible under the provisions of Section 7.09, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding. In case any Securities shall
have been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities.

         SECTION 7.13. If and when the Trustee shall become a creditor of the
Company (or any other obligor upon the Securities), the Trustee shall be subject
to the provisions of the Trust Indenture Act regarding collection of claims
against the Company (or any other obligor upon the Securities).

                                  ARTICLE EIGHT
                         CONCERNING THE SECURITYHOLDERS

         SECTION 8.01. Whenever in this Indenture it is provided that the
holders of a majority or specified percentage in aggregate principal amount of
the Securities of a particular series may take any action (including the making
of any demand or request, the giving of any notice, consent or waiver or the
taking of any other action), the fact that at the time of taking any such action
the holders of such majority or specified percentage of that series have joined
therein may be evidenced by any instrument or any number of instruments of
similar tenor executed by such holders of Securities of that series in person or
by agent or proxy appointed in writing.

         If the Company shall solicit from the Securityholders of any series any
request, demand, authorization, direction, notice, consent, waiver or other
action, the Company may, at its option, as evidenced by an Officers'
Certificate, fix in advance a record date for such series for the determination
of Securityholders entitled to give such request, demand, authorization,
direction, notice, consent, waiver or other action, 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 action may be given
before or after the record date, but only the Securityholders of record at the
close of business on the


                                       54
<Page>

record date shall be deemed to be Securityholders for the purposes of
determining whether Securityholders of the requisite proportion of outstanding
Securities of that series have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action, and for that purpose the outstanding Securities of that series shall be
computed as of the record date; provided that no such authorization, agreement
or consent by such Securityholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.

         In determining whether the holders of the requisite aggregate principal
amount of Securities of a particular series have concurred in any direction,
consent or waiver under this Indenture, the principal amount of a Discount
Security that shall be deemed to be outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01.

         SECTION 8.02. Subject to the provisions of Section 7.01, proof of the
execution of any instrument by a Securityholder (such proof will not require
notarization) or his agent or proxy and proof of the holding by any person of
any of the Securities shall be sufficient if made in the following manner:

         (a) The fact and date of the execution by any such person of any
instrument may be proved in any reasonable manner acceptable to the Trustee.

         (b) The ownership of Securities shall be proved by the Security
Register of such Securities or by a certificate of the Security Registrar
thereof.

         (c) The Trustee may require such additional proof of any matter
referred to in this Section as it shall deem necessary.

         SECTION 8.03. Prior to the due presentment for registration of transfer
of any Security, the Company, the Trustee, any paying agent and any Security
Registrar may deem and treat the person in whose name such Security shall be
registered upon the books of the Company as the absolute owner of such Security
(whether or not such Security shall be overdue and notwithstanding any notice of
ownership or writing thereon made by anyone other than the Security Registrar)
for the purpose of receiving payment of or on account of the principal of and
premium, if any, and (subject to

                                       55
<Page>


Section 2.03) interest on such Security and for all other purposes; and neither
the Company nor the Trustee nor any paying agent nor any Security Registrar
shall be affected by any notice to the contrary.

         SECTION 8.04. In determining whether the holders of the requisite
aggregate principal amount of Securities of a particular series have concurred
in any direction, consent or waiver under this Indenture, Securities of that
series which are owned by the Company or any other obligor on the Securities of
that series or by any person directly or indirectly controlling or controlled by
or under common control with the Company or any other obligor on the Securities
of that series shall be disregarded and deemed not to be outstanding for the
purpose of any such determination, except that for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, consent
or waiver, only Securities of such series which the Trustee actually knows are
so owned shall be so disregarded. Securities so owned which have been pledged in
good faith may be regarded as outstanding for the purposes of this Section, if
the pledgee shall establish to the satisfaction of the Trustee the pledgee's
right so to act with respect to such Securities and that the pledgee is not a
person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any such other obligor. In case of a
dispute as to such right, any decision by the Trustee taken upon the advice of
counsel shall be full protection to the Trustee.

         SECTION 8.05. At any time prior to (but not after) the evidencing to
the Trustee, as provided in Section 8.01, of the taking of any action by the
holders of the majority or percentage in aggregate principal amount of the
Securities of a particular series specified in this Indenture in connection with
such action, any holder of a Security of that series which is shown by the
evidence to be included in the Securities the holders of which have consented to
such action may, by filing written notice with the Trustee, and upon proof of
holding as provided in Section 8.02, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the holder of any
Security shall be conclusive and binding upon such holder and upon all future
holders and owners of such Security, and of any Security issued in exchange
therefor, on registration of transfer thereof or in place thereof, irrespective
of whether or not any notation in regard thereto is made upon such Security. Any
action taken by the holders of the majority or percentage in aggregate principal
amount of the Securities of a particular series specified in this Indenture in
connection with such action shall be conclusively

                                       56
<Page>


binding upon the Company, the Trustee and the holders of all the Securities of
that series.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. In addition to any supplemental indenture otherwise
authorized by this Indenture, the Company, when authorized by a Board
Resolution, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect), without the consent of
the Securityholders, for one or more of the following purposes:

         (a) to evidence the succession of another person to the Company, and
the assumption by any such successor of the covenants of the Company contained
herein or otherwise established with respect to the Securities; or

         (b) to add to the covenants of the Company such further covenants,
restrictions, conditions or provisions for the protection of the holders of the
Securities of all or any series, and to make the occurrence, or the occurrence
and continuance, of a default in any of such additional covenants, restrictions,
conditions or provisions a default or an Event of Default with respect to such
series permitting the enforcement of all or any of the several remedies provided
in this Indenture as herein set forth; provided, however, that in respect of any
such additional covenant, restriction, condition or provision such supplemental
indenture may provide for a particular period of grace after default (which
period may be shorter or longer than that allowed in the case of other defaults)
or may provide for an immediate enforcement upon such default or may limit the
remedies available to the Trustee upon such default or may limit the right of
the holders of a majority in aggregate principal amount of the Securities of
such series to waive such default; or

         (c) to cure any ambiguity or to correct or supplement any provision
contained herein or in any supplemental indenture which may be defective or
inconsistent with any other provision contained herein or in any supplemental
indenture, or to make such other provisions in regard to matters or questions
arising under this Indenture as shall not be inconsistent with the provisions of
this Indenture and shall not adversely affect the interests of the holders of
the Securities of any series; or

         (d) to change or eliminate any of the provisions of this

                                       57
<Page>


Indenture or to add any new provision to this Indenture; provided, however, that
such change, elimination or addition shall become effective only when there is
no Security outstanding of any series created prior to the execution of such
supplemental indenture that is entitled to the benefit of such provisions; or

         (e) to establish the form or terms of Securities of any series as
permitted by Section 2.01; or

         (f) to add any  additional Events of Default with respect to all
or any series of outstanding Securities; or

         (g) to provide collateral security for the Securities; or

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

         (i) to evidence and provide for the acceptance of appointment hereunder
by a separate or 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 Article
Seven; or

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

         (k) to provide for the payment by the Company of additional amounts in
respect of certain taxes imposed on certain holders and for the treatment of
such additional amounts as interest and for all matters incidental thereto; or

         (l) to provide for the issuance of Securities denominated in a currency
other than Dollars or in a composite currency and for all matters incidental
thereto.

                                       58
<Page>


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

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

                  (y) if any such amendment shall permit one or more changes to,
         or the elimination of, any provisions hereof which, at the date of the
         execution and delivery hereof or at any time thereafter, are required
         by the Trust Indenture Act to be contained herein, this Indenture shall
         be deemed to have been amended to effect such changes or elimination,
         and the Company and the Trustee may, without the consent of any
         Securityholders, enter into a supplemental indenture hereto to effect
         such changes or elimination; or

                  (z) if, by reason of any such amendment, one or more
         provisions which, at the date of the execution and delivery hereof or
         at any time thereafter, are required by the Trust Indenture Act to be
         contained herein shall be deemed to be incorporated herein by reference
         or otherwise, or otherwise made applicable hereto, and shall no longer
         be required to be contained herein, the Company and the Trustee may,
         without the consent of any Securityholders, enter into a supplemental
         indenture hereto to effect the elimination of such provisions.

         The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, and to make any further
appropriate agreements and stipulations which may be therein contained, but the
Trustee shall not be obligated to enter into any such supplemental indenture
which affects the Trustee's own rights, duties or immunities under this
Indenture or otherwise.

                                       59
<Page>


         Any supplemental indenture authorized by the provisions of this Section
may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 9.02.

         SECTION 9.02. With the consent (evidenced as provided in Section 8.01)
of the holders of not less than a majority in aggregate principal amount of the
Securities of all series affected by such supplemental indenture or indentures
at the time outstanding voting as one class, the Company, when authorized by a
Board Resolution, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto (which shall conform to the
provisions of the Trust Indenture Act as then in effect) for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of any supplemental indenture or of modifying in
any manner the rights of the holders of the Securities of such series under this
Indenture; provided, however, that no such supplemental indenture shall (i)
extend the fixed maturity date or dates of any Securities of any series, (ii)
extend the time of payment of interest or on any sinking fund payment, other
than extensions permitted pursuant to Section 2.01, (iii) reduce the rate of
interest on any Security, (iv) reduce the principal amount due for payment on
any Security, (v) make the principal, premium, if any, or interest on a Security
payable in any coin or currency other than that provided in such Security, (vi)
modify any redemption or repurchase right to the detriment of a Securityholder,
(vii) impair the right of any Securityholder to institute suit for payment,
(viii) reduce the aforesaid percentage of Securities, the holders of which are
required to consent to any such supplemental indenture, or reduce the percentage
of Securities, the holders of which are required to waive any covenant or
default and its consequences, (ix) waive any past payment default, or (x) modify
any provision of Section 9.02, without the consent of the holders of each
Security then outstanding and affected thereby.

         Upon the request of the Company, accompanied by a Board Resolution
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders required
to consent thereto as aforesaid, the Trustee shall join with the Company in the
execution of such supplemental indenture unless such supplemental indenture
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may

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<Page>


in its discretion, but shall not be obligated to, enter into such supplemental
indenture.

         A supplemental indenture that changes or eliminates any covenant or
other provision of this Indenture that has expressly been included solely for
the benefit of one or more particular series of Securities, or that modifies the
rights of 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 Securityholders of any
series affected thereby under this Section to approve the particular form of any
proposed supplemental indenture, but it shall be sufficient if such consent
shall approve the substance thereof.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Trustee
shall transmit by mail, first class postage prepaid, a notice, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders of all series affected thereby as their names and addresses
appear upon the Security Register. Any failure of the Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

         SECTION 9.03. Upon the execution of any supplemental indenture pursuant
to the provisions of this Article or of Section 10.01, this Indenture shall,
with respect to such series, be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities of the series affected thereby shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         SECTION 9.04. Securities of any series, affected by a supplemental
indenture, authenticated and delivered after the execution of such supplemental
indenture pursuant to the provisions of this Article, Article Two or Article
Seven or of Section 10.01, may bear a notation in form approved by the Company,
provided such form meets the requirements of any exchange upon which such series
may be listed, as to any matter provided

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for in such supplemental indenture. If the Company shall so determine, new
Securities of that series so modified as to conform, in the opinion of the Board
of Directors, to any modification of this Indenture contained in any such
supplemental indenture may be prepared by the Company, authenticated by the
Trustee and delivered in exchange for the Securities of that series then
outstanding.

         SECTION 9.05. The Trustee, subject to the provisions of Section 7.01,
shall be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article is authorized or permitted by, and conforms
to, the terms of this Article and that it is proper for the Trustee under the
provisions of this Article to join in the execution thereof.

                                   ARTICLE TEN
                         CONSOLIDATION, MERGER AND SALE

         SECTION 10.01. The Company covenants that it will not merge into or
consolidate with any other corporation or other entity (whether or not
affiliated with the Company) or sell, convey, transfer, lease or otherwise
dispose of all or substantially all of its property to any other corporation or
other entity (whether or not affiliated with the Company or its successor or
successors), unless (i) such other corporation or Person shall expressly assume
the due and punctual payment of the principal of, and premium, if any, and
interest on all the Securities of all series in accordance with the terms of
each series, according to their tenor, and the due and punctual performance and
observance of all of the covenants and conditions of this Indenture with respect
to each series or established with respect to such series pursuant to Section
2.01 to be kept or performed by the Company by supplemental indenture
satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation or Person and (ii) immediately after giving effect to such merger or
consolidation, or such sale, conveyance, transfer or lease or other disposition,
no Default or Event of Default shall have occurred and be continuing. Any Person
may merge into or consolidate with the Company provided that the Company is the
surviving corporation.

         SECTION 10.02. (a) In case of any such consolidation, merger, sale,
conveyance, transfer or other disposition and upon the assumption by the
successor corporation, by supplemental indenture, executed and delivered to
the Trustee and satisfactory in form to the Trustee, of the due and punctual
payment of the

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<Page>


principal of and premium, if any, and interest on all of the Securities of all
series outstanding and the due and punctual performance of all of the covenants
and conditions of this Indenture or established with respect to each series of
the Securities pursuant to Section 2.01 to be kept or performed by the Company
with respect to each series, such successor corporation shall succeed to and be
substituted for the Company, with the same effect as if it had been named herein
as the party of the first part, and thereupon (provided, that in the case of a
lease, the term of the lease is at least as long as the longest maturity of any
Securities outstanding at such time) the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the
Securities. Such successor corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company or any other
predecessor obligor on the Securities, any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee; and, upon the order of such successor company, instead
of the Company, and subject to all the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers
of the predecessor Company to the Trustee for authentication, and any Securities
which such successor corporation thereafter shall cause to be signed and
delivered to the Trustee for that purpose. All the Securities so issued shall in
all respects have the same legal rank and benefit under this Indenture as the
Securities theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Securities had been issued at the date of the
execution hereof.

         (b) In case of any such consolidation, merger, sale, conveyance,
transfer or other disposition such changes in phraseology and form (but not in
substance) may be made in the Securities thereafter to be issued as may be
appropriate.

         (c) Nothing contained in this Indenture or in any of the Securities
shall prevent the Company from merging into itself or acquiring by purchase or
otherwise all or any part of the property of any other corporation (whether or
not affiliated with the Company).

         SECTION 10.03. The Trustee, subject to the provisions of Section 7.01,
shall receive an Officers' Certificate and an Opinion of Counsel as conclusive
evidence that any such consolidation, merger, sale, conveyance, transfer or
other

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disposition, and any such assumption, comply with the provisions of this
Article.

                                 ARTICLE ELEVEN
                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONIES

         SECTION 11.01. Securities of a series may be defeased in accordance
with their terms and, unless the Company Order or supplemental indenture
establishing the series otherwise provides, in accordance with this Article.

         The Company at any time may terminate as to a series all of its
obligations for such series under this Indenture, including under Article 14,
("legal defeasance option"). The Company at any time may terminate as to a
series its obligations, if any, under any restrictive covenant, including under
Section 4.05, Article 10 and Article 14, which may be applicable to a particular
series ("covenant defeasance option"). However, in the case of the legal
defeasance option, the Company's obligations in Sections 2.05, 2.07, 4.02, 7.06,
7.10 and 11.04 shall survive until the Securities of the series are no longer
outstanding; thereafter the Company's obligations in Sections 7.06, 7.10 and
11.04 shall survive.

         The Company may exercise its legal defeasance option notwithstanding
its prior exercise of its covenant defeasance option. If the Company exercises
its legal defeasance option, a series may not be accelerated because of an Event
of Default. If the Company exercises its covenant defeasance option, a series
may not be accelerated by reference to any restrictive covenant which may be
applicable to a particular series so defeased under the terms of the series.

         The Company may exercise as to a series its legal defeasance option or
its covenant defeasance option if:

                  (1) The Company irrevocably deposits in trust with the Trustee
         or another trustee (x) money in an amount which shall be sufficient; or
         (y) Eligible Obligations the principal of and the interest on which
         when due, without regard to reinvestment thereof, will provide moneys,
         which, together with the money, if any, deposited or held by the
         Trustee or such other trustee, shall be sufficient, as demonstrated
         by evidence in form and substance reasonably acceptable to the
         Trustee; or (z) a combination of money and Eligible Obligations
         which shall be sufficient, as demonstrated by evidence in form
         and substance reasonably acceptable to the Trustee, to pay the
         principal of and premium, if any, and interest, if

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<Page>

         any, due and to become due on such Securities on or prior to
         maturity; and

                  (2) the Company delivers to the Trustee an Opinion of Counsel
         to the effect that holders of the series will not recognize income,
         gain or loss for Federal income tax purposes as a result of the
         defeasance but will realize income gain or loss on the Securities,
         including payments of interest thereon, in the same amounts and in the
         same manner and at the same time as would have been the case if such
         defeasance had not occurred and which, in the case of legal defeasance,
         shall be (x) accompanied by a ruling of the Internal Revenue Service
         issued to the Company or (y) based on a change in Federal income tax
         law or regulation occurring after the date hereof.

         In the event the Company exercises its option to effect a covenant
defeasance with respect to the Securities of any series as described above and
the Securities of that series are thereafter declared due and payable because of
the occurrence of any Event of Default other than the Event of Default caused by
failing to comply with the covenants which are defeased, the amount of money and
securities on deposit with the Trustee may not be sufficient to pay amounts due
on the Securities of that series at the time of the acceleration resulting from
such Event of Default. However, the Company shall remain liable for such
payments.

         SECTION 11.02. All monies or Eligible Obligations deposited with the
Trustee pursuant to Sections 11.01 or 11.02 shall be held in trust and shall be
available for payment as due, either directly or through any paying agent
(including the Company acting as its own paying agent), to the holders of the
particular series of Securities for the payment or redemption of which such
monies or Eligible Obligations have been deposited with the Trustee.

         SECTION 11.03. In connection with the satisfaction and discharge of
this Indenture all monies or Eligible Obligations then held by any paying agent
under the provisions of this Indenture shall, upon demand of the Company, be
paid to the Trustee and thereupon such paying agent shall be released from all
further liability with respect to such monies or Eligible Obligations.

         SECTION 11.04. Any monies or Eligible Obligations deposited with any
paying agent or the Trustee, or then held by the Company, in trust for payment
of principal of or premium or interest on the

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<Page>

Securities of a particular series that are not applied but remain unclaimed by
the holders of such Securities for at least two years after the date upon which
the principal of (and premium, if any) or interest on such Securities shall have
respectively become due and payable, upon the written request of the Company and
unless otherwise required by mandatory provisions of applicable escheat or
abandoned or unclaimed property law, shall be repaid to the Company on
October 31 of each year or (if then held by the Company) shall be discharged
from such trust; and thereupon the paying agent and the Trustee shall be
released from all further liability with respect to such monies or Eligible
Obligations, and the holder of any of the Securities entitled to receive such
payment shall thereafter, as an unsecured general creditor, look only to the
Company for the payment thereof.

                                 ARTICLE TWELVE
                IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                                  AND DIRECTORS

         SECTION 12.01. No recourse under or upon any obligation, covenant or
agreement of this Indenture, or of any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, past, present or future as such, of the
Company or of any predecessor or successor corporation, either directly or
through the Company or any such predecessor or successor corporation, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that this
Indenture and the obligations issued hereunder are solely corporate obligations,
and that no such personal liability whatever shall attach to, or is or shall be
incurred by, the incorporators, stockholders, officers or directors as such, of
the Company or of any predecessor or successor corporation, or any of them,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom; and that any and all such
personal liability of every name and nature, either at common law or in equity
or by constitution or statute, of, and any and all such rights and claims
against, every such incorporator, stockholder, officer or director as such,
because of the creation of the indebtedness hereby authorized, or under or by
reason of the obligations, covenants or agreements contained in this Indenture
or in any of the Securities or implied therefrom, are hereby expressly waived
and released as a condition of, and as a consideration for, the execution of
this Indenture and the

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<Page>


issuance of such Securities.

                                ARTICLE THIRTEEN
                            MISCELLANEOUS PROVISIONS

         SECTION 13.01. All the covenants, stipulations, promises and agreements
in this Indenture contained by or on behalf of the Company shall bind its
successors and assigns, whether so expressed or not.

         SECTION 13.02. Any act or proceeding by any provision of this Indenture
authorized or required to be done or performed by any board, committee or
officer of the Company shall and may be done and performed with like force and
effect by the corresponding board, committee or officer of any corporation that
shall at the time be the lawful sole successor of the Company.

         SECTION 13.03. The Company by instrument in writing executed by
authority of two-thirds of its Board of Directors and delivered to the Trustee
may surrender any of the powers reserved to the Company under this Indenture and
thereupon such power so surrendered shall terminate both as to the Company and
as to any successor corporation.

         SECTION 13.04. Except as otherwise expressly provided herein any notice
or demand which by any provision of this Indenture is required or permitted to
be given or served by the Trustee or by the holders of Securities to or on the
Company may be given or served by being deposited first class postage prepaid in
a post office letter box addressed (until another address is filed in writing by
the Company with the Trustee), as follows: General Electric Company, 3135 Easton
Turnpike, Fairfield, Connecticut 06431, Attention: Treasurer. Any notice,
election, request or demand by the Company or any Securityholder to or upon the
Trustee shall be deemed to have been sufficiently given or made, for all
purposes, if given or made in writing at the Corporate Trust Office of the
Trustee.

         SECTION 13.05. This Indenture and each Security shall be deemed to be a
contract made under the laws of the State of New York, and for all purposes
shall be construed in accordance with the laws of said State, without regard to
conflicts of laws provisions thereof.

         SECTION 13.06. (a)  Upon any application or demand by the Company
to the Trustee to take any action under any of the

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<Page>


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

         (b) Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
in this Indenture (other than the certificate provided pursuant to Section
5.03(d) of this Indenture) shall include (1) a statement that the person making
such certificate or opinion 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 certificate or opinion are
based; (3) a statement that, in the opinion of such person, he or she has made
such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with; and (4) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

         SECTION 13.07. Except as provided pursuant to Section 2.01 pursuant to
a Company Order, or established in one or more indentures supplemental to this
Indenture, in any case where the date of maturity of principal or an Interest
Payment Date of any Security or the date of redemption, purchase or repayment of
any Security shall not be a Business Day then payment of interest or principal
(and premium, if any) may be made on the next succeeding Business Day with the
same force and effect as if made on the nominal date of maturity or redemption,
and no interest shall accrue for the period after such nominal date.

         SECTION 13.08. If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with the duties imposed by the Trust
Indenture Act, such imposed duties shall control.

         SECTION 13.09. This Indenture may be executed in any number of
counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.


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<Page>

         SECTION 13.10. In case any one or more of the provisions contained in
this Indenture or in the Securities of any series shall for any reason be held
to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions of this
Indenture or of such Securities, but this Indenture and such Securities shall be
construed as if such invalid or illegal or unenforceable provision had never
been contained herein or therein.

         SECTION 13.11. The Company will have the right at all times to assign
any of its rights or obligations under the Indenture to a direct or indirect
wholly owned subsidiary of the Company; provided that, in the event of any such
assignment, the Company will remain liable for all such obligations. Subject to
the foregoing, this Indenture is binding upon and inures to the benefit of the
parties thereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties thereto.

         SECTION 13.12. The Article and Section Headings in this Indenture and
the Table of Contents are for convenience only and shall not affect the
construction hereof.

         SECTION 13.13. Whenever this Indenture provides for any action by, or
the determination of any rights of, holders of Securities of any series in which
not all of such Securities are denominated in the same currency, in the absence
of any provision to the contrary in the form of Security of any particular
series, any amount in respect of any Security denominated in a currency other
than Dollars shall be treated for any such action or determination of rights as
that amount of Dollars that could be obtained for such amount on such reasonable
basis of exchange and as of the record date with respect to Securities of such
series (if any) for such action or determination of rights (or, if there shall
be no applicable record date, such other date reasonably proximate to the date
of such action or determination of rights) as the Company may specify in a
written notice to the Trustee or, in the absence of such written notice, as the
Trustee may determine.

                                ARTICLE FOURTEEN
                           SUBORDINATION OF DEBENTURES

         SECTION 14.01. The Company covenants and agrees, and each
Securityholder issued hereunder by his acceptance thereof

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<Page>


likewise covenants and agrees, that all Securities shall be issued subject to
the provisions of this Article 14; and each person holding any Security, whether
upon original issue or upon transfer, assignment or exchange thereof accepts and
agrees to be bound by such provisions.

         The payment by the Company of the principal of, premium, if any and
interest on all Securities issued hereunder shall, to the extent and in the
manner hereinafter set forth, be subordinated and junior in right of payment to
all Senior Debt, whether outstanding at the date of this Indenture or thereafter
incurred.

         No provision of this Article 14 shall prevent the occurrence of any
Default or Event of Default hereunder.

         SECTION 14.02. In the event and during the continuation of any default
by the Company in the payment of principal, premium, interest or any other
payment due on any Senior Debt, or in the event that the maturity of any Senior
Debt has been accelerated because of a default, then, in either case, no payment
shall be made by the Company with respect to the principal (including redemption
payments) of or premium, if any, or interest on the Securities until such
default shall have been cured or waived in writing or shall have ceased to exist
or such Senior Debt shall have been discharged or paid in full.

         In the event of the acceleration of the maturity of the Securities,
then no payment shall be made by the Company with respect to the principal
(including redemption payments) of or premium, if any, or interest on the
Securities until the holders of all Senior Debt outstanding at the time of such
acceleration shall receive payment in full of such Senior Debt (including any
amounts due upon acceleration).

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee or any Securityholder when such payment is prohibited by
the preceding paragraphs of this Section 14.02, such payment shall be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior Debt or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear.

         SECTION 14.03. Upon any payment by the Company or distribution of
assets of the Company of any kind or character, whether in cash property or
securities, to creditors upon any liquidation, dissolution, winding up,
receivership,

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reorganization, assignment for the benefit of creditors, marshaling of assets
and liabilities or any bankruptcy, insolvency or similar proceedings of the
Company, all amounts due or to become due upon all Senior Debt shall first be
paid in full, in cash or cash equivalents, or payment thereof provided for in
accordance with its terms, before any payment is made on account of the
principal of, premium, if any, or interest on the indebtedness evidenced by the
Securities, and upon any such liquidation, dissolution, winding up,
receivership, reorganization, assignment, marshaling or proceeding, any payment
or distribution of assets of the Company of any kind or character, whether in
cash, property or securities, to which the Securityholders or the Trustee under
this Indenture would be entitled except for the provisions of this Article 14,
shall be paid by the Company or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other Person making such payment or distribution,
or by the Securityholders or by the Trustee under this Indenture if received by
them or it, directly to the holders of Senior Debt (pro rata to such holders on
the basis of the respective amounts of Senior Debt held by such holders) or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior Debt
may have been issued, as their respective interests may appear, to the extent
necessary to pay all Senior Debt in full (including, without limitation, except
to the extent, if any, prohibited by mandatory provisions of law, post-petition
interest, in any such proceedings), after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt, before any payment
or distribution is made to the holders of the indebtedness evidenced by the
Securities or to the Trustee under this Indenture.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, prohibited by the foregoing, shall be received by the
Trustee under this Indenture or the holders of the Securities before all Senior
Debt is paid in full or provision is made for such payment in accordance with
its terms, such payment or distribution shall be held in trust for the benefit
of and shall be paid over or delivered to the holders of such Senior Debt or
their respective representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any of such Senior Debt
may have been issued, as their respective interests may appear, for application
to the payment of all Senior Debt remaining unpaid until all such Senior Debt
shall

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<Page>


have been paid in full in accordance with its terms, after giving effect to any
concurrent payment or distribution to or for the holders of such Senior Debt.

         For purposes of this Article 14, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other corporation
provided for by a plan of arrangement, reorganization or readjustment, the
payment of which is subordinated (at least to the extent provided in this
Article 14 with respect to the Securities) to the payment of all Senior Debt
which may at the time be outstanding; PROVIDED, that (i) the Senior Debt is
assumed by the new corporation, if any, resulting from any such arrangement,
reorganization or readjustment, and (ii) the rights of the holders of the Senior
Debt are not, without the consent of such holders, altered by such arrangement,
reorganization or readjustment. The consolidation of the Company with, or the
merger of the Company into, another corporation or the liquidation or
dissolution of the Company following the conveyance or transfer of its property
as an entirety, or substantially as an entirety, to another corporation upon the
terms and conditions provided in Article 10 shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section if
such other Person shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article 10. Nothing in Section
14.02 or this Section 14.03 shall apply to claims of, or payments to, the
Trustee under or pursuant to Article 7, except as provided therein. This Section
shall be subject to the further provisions of Section 14.06.

         SECTION 14.04. Subject to the payment in full of all Senior Debt, the
rights of the holders of the Securities shall be subrogated to the rights of the
holders of Senior Debt to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Debt until the principal of,
premium, if any, and interest on the Securities shall be paid in full; and, for
the purposes of such subrogation, no payments or distributions to the holders of
the Senior Debt of any cash, property or securities to which the holders of the
Securities or the Trustee on their behalf would be entitled except for the
provisions of this Article 14 and no payment ever pursuant to the provisions of
this Article 14 to the holders of Senior Debt by holders of the Securities or
the Trustee on their behalf shall, as between the Company, its creditors other
than holders of Senior Debt and the holders of the Securities, be deemed to be a
payment by the Company to or

                                       72
<Page>


on account of the Senior Debt; and no payments or distributions of cash,
property or securities to or for the benefit of the Securityholders pursuant to
the subrogation provisions of this Article, which would otherwise have been paid
to the holders of Senior Debt shall be deemed to be a payment by the Company to
or for the account of the Securities. It is understood that the provisions of
this Article 14 are and are intended solely for the purpose of defining the
relative rights of the holders of the Securities, on the one hand, and the
holders of the Senior Debt, on the other hand.

         Nothing contained in this Article 14 or elsewhere in this Indenture or
in the Securities is intended to or shall impair, as between the Company, its
creditors other than the holders of Senior Debt, and the holders of the
Securities, the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Securities the principal, premium, if any, and
interest on the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Securities and creditors of the Company other than
the holders of the Senior Debt, nor shall anything herein or therein prevent the
holder of any Security or the Trustee on his behalf from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article 14 of the holders of Senior Debt in
respect of cash, property or securities of the Company received upon the
exercise of any such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article 14, the Trustee, subject to the provisions of Article 7, and the
holders of the Securities shall be entitled to rely upon any order or decree
made by any court of competent jurisdiction in which such liquidation,
dissolution, winding up, receivership, reorganization, assignment or marshaling
proceedings are pending, or a certificate of the receiver, trustee in
bankruptcy, liquidating trustee, agent or other person making such payment or
distribution, delivered to the Trustee or to the holders of the Securities, for
the purpose of ascertaining the persons entitled to participate in such
distribution, the holders of the Senior Debt and other indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 14.

         SECTION 14.05. Each holder of a Security by his acceptance thereof
authorizes and directs the Trustee in his behalf to take

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<Page>

such action as may be necessary or appropriate to effectuate the subordination
provided in this Article 14 and appoints the Trustee his attorney-in-fact for
any and all such purposes.

         SECTION 14.06. The Company shall give prompt written notice to the
Trustee and to any paying agent of any fact known to the Company which would
prohibit the making of any payment of moneys to or by the Trustee or any paying
agent in respect of the Securities pursuant to the provisions of this Article
14. Regardless of anything to the contrary contained in this Article 14 or
elsewhere in this Indenture, the Trustee shall not be charged with knowledge of
the existence of any Senior Debt or of any default or event of default with
respect to any Senior Debt or of any other facts which would prohibit the making
of any payment of moneys to or by the Trustee, unless and until the Trustee
shall have received notice in writing at its principal Corporate Trust Office to
that effect signed by an officer of the Company, or by a holder or agent of a
holder of Senior Debt who shall have been certified by the Company or otherwise
established to the reasonable satisfaction of the Trustee to be such holder or
agent, or by the trustee under any indenture pursuant to which Senior Debt shall
be outstanding, and, prior to the receipt of any such written notice, the
Trustee shall, subject to the provisions of Article 7, be entitled to assume
that no such facts exist; PROVIDED, HOWEVER, that if on a date at least three
Business Days prior to the date upon which by the terms hereof any such moneys
shall become payable for any purpose (including, without limitation, the payment
of the principal of, or interest on any Security) the Trustee shall not have
received with respect to such moneys the notice provided for in this Section
14.06, then, regardless of anything herein to the contrary, the Trustee shall
have full power and authority to receive such moneys and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior date.

         The Trustee shall be entitled to conclusively rely on the delivery to
it of a written notice by a Person representing himself to be a holder of Senior
Debt (or a trustee on behalf of such holder) to establish that such notice has
been given by a holder of Senior Debt or a trustee on behalf of any such holder.
In the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of Senior Debt to
participate in any payment or distribution pursuant to this Article 14, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of

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the Trustee as to the amount of Senior Debt held by such Person, the extent to
which such Person is entitled to participate in such payment or distribution and
any other facts pertinent to the rights of such Person under this Article 14,
and if such evidence is not furnished the Trustee may defer any payment to such
Person pending judicial determination as to the right of such Person to receive
such payment.

         SECTION 14.07. The Trustee and any agent of the Company or the Trustee
shall be entitled to all the rights set forth in this Article 14 with respect to
any Senior Debt which may at any time be held by it in its individual or any
other capacity to the same extent as any other holder of Senior Debt and nothing
in this Indenture shall deprive the Trustee or any such agent, of any of its
rights as such holder. Nothing in this Article 14 shall apply to claims of, or
payments to, the Trustee under or pursuant to Article 7.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are
specifically set forth in this Article 14, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt and, subject to the provisions of
Article 7, the Trustee shall not be liable to any holder of Senior Debt if it
shall pay over or deliver to holders of Securities, the Company or any other
person moneys or assets to which any holder of Senior Debt shall be entitled by
virtue of this Article 14 or otherwise.

         SECTION 14.08. No right of any present or future holder of any Senior
Debt to enforce subordination as herein provided shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof which any such holder may have or
otherwise be charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt may, at any time and from time to time, without the
consent of or notice to the Trustee or the Securityholders, without incurring
responsibility to the Securityholders and without impairing or releasing the
subordination provided in this Article 14 or the obligations hereunder of the
holders of the Securities to the holders of such


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Senior Debt, do any one or more of the following: (i) change the manner, place
or terms of payment or extend the time of payment of, or renew or alter, such
Senior Debt, or otherwise amend or supplement in any manner such Senior Debt or
any instrument evidencing the same or any agreement under which such Senior Debt
is outstanding; (ii) sell, exchange, release or otherwise deal with any property
pledged, mortgaged or otherwise securing such Senior Debt; (iii) release any
Person liable in any manner for the collection of such Senior Debt; and (iv)
exercise or refrain from exercising any rights against the Company, as the case
may be, and any other Person.

         SECTION 14.09. In case at any time any paying agent other than the
Trustee shall have been appointed by the Company and be then acting hereunder,
the term "Trustee" as used in this Article 14 shall in such case (unless the
context otherwise requires) be construed as extending to and including such
paying agent within its meaning as fully for all intents and purposes as if such
paying agent were named in this Article 14 in addition to or in place of the
Trustee.

         SECTION 14.10. Notwithstanding anything contained herein to the
contrary, payments from money or the proceeds of Governmental Obligations held
in trust under Section 11.02 of this Indenture by the Trustee for the payment of
principal of and interest on the Securities shall not be subordinated to the
prior payment of any Senior Debt or subject to the restrictions set forth in
this Article 14, and none of the Securityholders shall be obligated to pay over
any such amount to the Company or any holder of Senior Debt or any other
creditor of the Company.

         The Bank of New York, as Trustee, hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove set
forth.

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

                                       GENERAL ELECTRIC COMPANY


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



                                       THE BANK OF NEW YORK,
                                           as Trustee


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


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