<Page>

                                                                   Exhibit 10.33

                          GOLD BANC CORPORATION, INC.,

                                    as Issuer

                                       to

                            WILMINGTON TRUST COMPANY,

      as Trustee, Paying Agent, Calculation Agent and Securities Registrar

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

                                    INDENTURE

                          Dated as of November 28, 2001

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

                   FLOATING RATE SUBORDINATED DEBT SECURITIES

<Page>

                                               ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

<Table>
<S>              <C>                                                                          <C>
Section 1.01     Definitions...................................................................1
Section 1.02     Compliance Certificates and Opinions..........................................6
Section 1.03     Form of Documents Delivered to Trustee........................................7
Section 1.04     Notices, etc. to Trustee and Issuer...........................................7
Section 1.05     Notice to Holders; Waiver.....................................................8
Section 1.06     Effect of Headings and Table of Contents......................................8
Section 1.07     Successors and Assigns........................................................8
Section 1.08     Separability Clause...........................................................8
Section 1.09     Benefits of Indenture.........................................................8
Section 1.10     Governing Law.................................................................9
Section 1.11     Legal Holidays................................................................9

                                               ARTICLE II
                                           DEBT SECURITY FORMS

Section 2.01     Forms Generally...............................................................9
Section 2.02     Form of Trustee's Certificate of Authentication...............................9

                                               ARTICLE III
                                           THE DEBT SECURITIES

Section 3.01     Authentication, Delivery and Dating..........................................10
Section 3.02     Denominations................................................................10
Section 3.03     Execution....................................................................10
Section 3.04     Registration, Transfer and Exchange..........................................11
Section 3.05     Mutilated, Destroyed, Lost and Stolen Debt Securities........................13
Section 3.06     Redemption at Maturity.......................................................14
Section 3.07     Payment of Interest; Interest Rights Preserved...............................14
Section 3.08     Additional Interest..........................................................16
Section 3.09     Cancellation.................................................................17
Section 3.10     Computation of Interest......................................................17
Section 3.11     CUSIP Numbers................................................................19
Section 3.12     Persons Deemed Owners........................................................19
Section 3.13     Federal Regulatory Approval Required.........................................19
</Table>

                                               ARTICLE IV
                                       SATISFACTION AND DISCHARGE

                                       -i-
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<Table>
<S>              <C>                                                                          <C>
Section 4.01     Satisfaction and Discharge of Indenture......................................19
Section 4.02     Application of Trust Money...................................................20
Section 4.03     Paying Agent to Repay Moneys Held............................................21
Section 4.04     Return of Unclaimed Moneys...................................................21

                                               ARTICLE V
                                               REMEDIES

Section 5.01     Events of Default............................................................21
Section 5.02     Acceleration of Maturity; Rescission and Annulment...........................22
Section 5.03     Defaults; Collection of Indebtedness and Suits for Enforcement by Trustee....23
Section 5.04     Trustee May File Proofs of Claim.............................................23
Section 5.05     Trustee May Enforce Claims Without Possession of Debt Securities.............24
Section 5.06     Application of Money Collected...............................................24
Section 5.07     Limitation on Suits..........................................................25
Section 5.08     Unconditional Right of Holders to Receive Principal and Interest.............25
Section 5.09     Restoration of Rights and Remedies...........................................25
Section 5.10     Right and Remedies Cumulative................................................26
Section 5.11     Delay or Omission Not Waiver.................................................26
Section 5.12     Control by Holders...........................................................26
Section 5.13     Waiver of Past Event of Default..............................................26
Section 5.14     Undertaking for Costs........................................................27

                                               ARTICLE VI
                                               THE TRUSTEE

Section 6.01     Certain Duties and Responsibilities..........................................27
Section 6.02     Notice of Defaults...........................................................28
Section 6.03     Certain Rights of Trustee....................................................28
Section 6.04     Not Responsible for Recitals or Issuance of Debt Securities..................29
Section 6.05     May Hold Debt Securities.....................................................30
Section 6.06     Money Held in Trust..........................................................30
Section 6.07     Compensation and Reimbursement...............................................30
Section 6.08     Disqualification, Conflicting Interests......................................31
Section 6.09     Corporate Trustee Required, Eligibility......................................31
</Table>

                                        -ii-
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<Table>
<S>              <C>                                                                          <C>
Section 6.10     Resignation and Removal, Appointment of Successor............................31
Section 6.11     Acceptance of Appointment by Successor.......................................33
Section 6.12     Merger, Conversion, Consolidation or Succession to Business..................33
Section 6.13     Preferential Collection of Claims Against Issuer.............................33
Section 6.14     Appointment of Authenticating Agent..........................................34

                                               ARTICLE VII
                           HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

Section 7.01     Issuer to Furnish Trustee Names and Addresses of Holders.....................34
Section 7.02     Preservation of Information; Communication to Holders........................35

                                               ARTICLE VIII
                                         CONCERNING THE HOLDERS

Section 8.01     Acts of Holders..............................................................36
Section 8.02     Proof of Ownership; Proof of Execution of Instruments by Holders.............36
Section 8.03     Revocation of Consents; Future Holders Bound.................................37

                                               ARTICLE IX
                                           HOLDERS' MEETINGS

Section 9.01     Purposes of Meetings.........................................................37
Section 9.02     Call of Meetings by Trustee..................................................38
Section 9.03     Call of Meetings by Issuer or Holders........................................38
Section 9.04     Qualifications for Voting....................................................38
Section 9.05     Regulations..................................................................38
Section 9.06     Voting.......................................................................39
Section 9.07     No Delay of Rights by Meeting................................................39
Section 9.08     Quorum; Actions..............................................................39

                                               ARTICLE X
                         CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 10.01    Issuer May Consolidate, etc., Only on Certain Terms..........................40
Section 10.02    Successor Corporation Substituted............................................41
Section 10.03    Opinion of Counsel...........................................................41

                                               ARTICLE XI
                                      SUPPLEMENTAL INDENTURES

Section 11.01    Supplemental Indentures Without Consent of Holders...........................41
Section 11.02    Supplemental Indentures With Consent of Holders..............................42
</Table>

                                        -iii-
<Page>

<Table>
<S>              <C>                                                                          <C>
Section 11.03    Execution of Supplemental Indentures.........................................43
Section 11.04    Effect of Supplemental Indentures............................................43
Section 11.05    Reference in Debt Securities to Supplemental Indentures......................43
Section 11.06    Subordination Unimpaired.....................................................43
Section 11.07    Notice of Supplemental Indenture.............................................43

                                             ARTICLE XII
                                              COVENANTS

Section 12.01    Payment of Principal and Interest............................................43
Section 12.02    Tax Treatment of the Debt Securities.........................................44
Section 12.03    Maintenance of Office or Agency..............................................44
Section 12.04    Money for Debt Securities; Payments To Be Held in Trust......................44
Section 12.05    Officers' Certificate as to Default..........................................45
Section 12.06    Regulatory Reports...........................................................45

                                           ARTICLE XIIA
                                       TAX EVENT REDEMPTION

Section 12.01A.  Tax Redemption...............................................................46
Section 12.02A.  Notice of Redemption; Selection of Debt Securities...........................46
Section 12.03A.  Payment of Debt Securities Called for Redemption.............................46

                                           ARTICLE XIII
                 IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

Section 13.01    Indenture and Debt Securities Solely Corporate Obligations...................47

                                           ARTICLE XIV
                               SUBORDINATION OF DEBT SECURITIES

Section 14.01    Agreement to Subordinate.....................................................47
Section 14.02    Obligation of the Issuer Unconditional and Payment Permitted if no Default...49
Section 14.03    Limitations on Duties to Holders of Senior Indebtedness......................49
Section 14.04    Notice to Trustee of Facts Prohibiting Payments..............................49
Section 14.05    Application by Trustee of Moneys Deposited With It...........................50
Section 14.06    Subrogation..................................................................50
Section 14.07    Subordination Rights Not Impaired by Acts or Omissions of
                 Company or Holders of Senior Indebtedness....................................50
Section 14.08    Authorization of Trustee to Effectuate Subordination of Debt Securities......51
</Table>

                                      -iv-
<Page>

<Table>
<S>              <C>                                                                          <C>
Section 14.09    Right of Trustee to Hold Senior Indebtedness.................................51
Section 14.10    Article XIV Not to Prevent Defaults (Including Events of Default.............51
Section 14.11    Article Applicable to Paying Agents..........................................51

EXHIBITS
Exhibit A    Form of Debt Security
</Table>

                                       -v-
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          INDENTURE dated as of November 28, 2001, between Gold Banc Corporation
(the "Issuer" or the "Company"), a Kansas corporation and Wilmington Trust
Company, a Delaware banking corporation, as Trustee, Paying Agent and Securities
Registrar hereunder (the "Trustee"), having its Corporate Trust Office at Rodney
Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001.

                             RECITALS OF THE ISSUER

          WHEREAS, for its lawful purposes, the Issuer has duly authorized the
issuance of its floating rate subordinated debt securities due 2011 (the "Debt
Securities") under this Indenture for inclusion in the MM Community Funding II,
Ltd transaction and, to provide for, among other things, the execution,
authentication, delivery and administration thereof, the Issuer has duly
authorized the execution of this Indenture; and

          WHEREAS, all acts and things necessary to make this Indenture a valid
agreement of the Issuer, in accordance with its terms have been done and
performed;

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                    ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

          Section 1.01  Definitions. For all purposes of this Indenture, except
as otherwise expressly provided or unless the context otherwise requires:

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

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

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

          (d) unless the context otherwise requires, any reference to an
     "Article" or a "Section" is to an Article or Section of this Indenture.

<Page>

          Certain terms, used principally in Article III and Article VI, are
defined in those respective Articles.

          "Act" when used with respect to any Holder has the meaning specified
in Section 8.01.

          "Additional Interest" shall have the meaning set forth in Section
3.08.

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

          "Authenticating Agent" has the meaning specified in Section 6.14.

          "Board of Directors" means either the board of directors of the
Issuer, or the executive or any other committee of that board duly authorized to
act in respect hereof.

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

          "Business Day" when used with respect to any Place of Payment means
any day that is not a Saturday, a Sunday or a legal holiday or a day on which
banking institutions or trust companies in Wilmington, Delaware, Leawood, Kansas
or such Place of Payment are authorized or obligated by law to close and, unless
otherwise specified in a given definition, if the date of payment hereunder
falls on a day that is not a Business Day, the first following Business Day will
become the relevant date.

          "Calculation Agent" means the Person identified as "Trustee" in the
first paragraph hereof.

          "Code" means the Internal Revenue Code of 1986 as in effect on the
date hereof.

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

          "Corporate Trust Office" means the principal corporate trust office of
the Trustee at which at any particular time its corporate trust business shall
be administered, which office at the date of execution of this instrument is
located at Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001.

          The term "corporation" includes corporations, associations, companies
and business trusts.

                                        2
<Page>

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

          "Default" has the meaning specified in Section 5.03.

          "Defaulted Interest" has the meaning specified in Section 3.07.

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

          "Event of Default" has the meaning specified in Section 5.01.

          "Federal Reserve" means the Board of Governors of the Federal Reserve
System.

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

          "Indenture" means this instrument as originally executed, or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof.

          "Interest Payment Date" means each June 8th and December 8th of each
year, commencing on June 8, 2002, during the term of this Indenture.

          "Interest Rate" means a per annum rate of interest, reset
semi-annually, equal to LIBOR, as determined on the immediately preceding LIBOR
Determination Date, plus 3.75%; provided, that the applicable Interest Rate may
not exceed 12.5% through the Interest Payment Date in December, 2011.

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

          "Issuer Authorized Officer" means any executive officer of the Issuer
who is authorized to sign an Issuer Request or Issuer Order on behalf of the
Issuer.

          "Issuer Request" and "Issuer Order" mean, respectively, a written
request or order signed in the name of the Issuer by two Issuer Authorized
Officers and delivered to the Trustee.

          "LIBOR" means the London Interbank Offered Rate for six-month
Eurodollar deposits in Europe as determined by the Calculation Agent according
to Section 3.10(b).

          "LIBOR Banking Day" has the meaning set forth in Section 3.10(b)(1).

          "LIBOR Business Day" has the meaning set forth in Section 3.10(b)(1).

          "LIBOR Determination Date" has the meaning set forth in Section
3.10(b).

                                        3
<Page>

          "Maturity Date" when used with respect to any Debt Security means the
date on which the principal of such Debt Security becomes due and payable as
therein or herein provided, whether at the Redemption Date or by declaration of
acceleration.

          "Officers' Certificate" means a certificate signed by two Issuer
Authorized Officers and delivered to the Trustee.

          "Opinion of Counsel" means a written opinion of counsel, who may be
counsel to the Issuer and who shall be reasonably satisfactory to the Trustee,
that is delivered to the Trustee.

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

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

          (ii)  Debt Securities for whose payment or redemption money in the
     necessary amount has been theretofore deposited with the Trustee or any
     Paying Agent (other than the Issuer) in trust or set aside and segregated
     in trust by the Issuer (if the Issuer shall act as its own Paying Agent)
     for the Holders of such Debt Securities; PROVIDED, HOWEVER, that if such
     Debt Securities or portions thereof are to be redeemed, notice of such
     redemption has been duly given pursuant to this Indenture or provision
     therefor satisfactory to the Trustee has been made; and

          (iii) Debt Securities that have been paid pursuant to Section 3.05 or
     in exchange for, or in lieu of, other Debt Securities which have been
     authenticated and delivered pursuant to this Indenture, other than any such
     Debt Securities in respect of which there shall have been presented to the
     Trustee proof satisfactory to it that such Debt Securities are held by a
     bona fide purchaser in whose hands such Debt Securities are valid
     obligations of the Issuer;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of Debt Securities Outstanding have performed any Act
hereunder, Debt Securities owned by the Issuer or any other obligor upon the
Debt Securities or any Affiliate of the Issuer or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such Act, only Debt
Securities that a Responsible Officer of the Trustee actually knows to be so
owned shall be so disregarded. Debt Securities so owned that have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right to act with respect to such Debt
Securities and that the pledgee is not the Issuer or any other obligor upon the
Debt Securities or any Affiliate of the Issuer or of such other obligor. In the
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.

          "Paying Agent" means the Trustee or any Person authorized by the
Issuer to pay the principal of or interest on any Debt Securities on behalf of
the Issuer.

                                        4
<Page>

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

          "Place of Payment" means the place or places where the principal of
and interest on the Debt Securities are payable.

          "Predecessor Security" of any particular Debt Security means every
previous Debt Security evidencing all or a portion of the same debt as that
evidenced by such particular Debt Security, and, for the purposes of this
definition, any Debt Security authenticated and delivered under Section 3.05 in
lieu of a lost, destroyed or stolen Debt Security shall be deemed to evidence
the same debt as the lost, destroyed or stolen Debt Security.

          "Redemption Date" means December 8, 2031.

          "Redemption Price" of any Debt Security means the principal amount
thereof and accrued and unpaid interest, if any, to the Redemption Date.

          "Regular Record Date" for the interest payable on the Debt Securities
on any Interest Payment Date means the fifteenth day prior to an Interest
Payment Date, whether or not such date is a Business Day.

          "Responsible Officer" when used with respect to the Trustee means any
officer assigned to the Corporate Trust Office with direct responsibility for
the administration of the Indenture, including any vice president, assistant
vice president, assistant secretary, other trust 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 at the Trustee's Corporate Trust Office
because of his or her knowledge of and familiarity with the particular subject.

          "Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.04(a).

          "Senior Indebtedness" means, with respect to the Company, (i) the
principal, premium, if any, and interest in respect of (A) indebtedness of the
Company for money borrowed (including general creditors) and (B) indebtedness
evidenced by securities, debentures, notes, bonds or other similar instruments
issued by the Company; (ii) all capital lease obligations of the Company; (iii)
all obligations of the Company issued or assumed as the deferred purchase price
of property, all conditional sale obligations of the Company and all obligations
of the Company under any title retention agreement (but excluding trade accounts
payable arising in the ordinary course of business); (iv) all obligations of the
Company for the reimbursement of any letter of credit, any banker's acceptance,
any security purchase facility, any repurchase agreement or similar arrangement,
any interest rate swap, any other hedging arrangement, any obligation under
options or any similar credit or other transaction; (v) all obligations of the
type referred to in clauses (i) through (iv) above of other Persons for the
payment of which the Company is responsible or liable as obligor, guarantor or
otherwise; and (vi) all obligations of the type referred to in clauses (i)
through (v) above of other Persons secured by any lien on any property

                                        5
<Page>

or asset of the Company (whether or not such obligation is assumed by the
Company), whether incurred on or prior to the date of this Indenture or
thereafter incurred, unless, with the prior approval of the Federal Reserve if
not otherwise generally approved, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
obligations are not superior or are pari passu in right of payment to the Debt
Securities.

          "Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.07.

          "Subsidiary" means a corporation, limited liability company,
partnership or other entity, at least a majority of the outstanding voting
stock, membership interests or partnership interests, as the case may be, of
which is owned, directly or indirectly, by the Issuer or by one or more other
Subsidiaries, or by the Issuer and one or more other Subsidiaries. For the
purposes of this definition, "voting stock" means stock having voting power for
the election of directors, whether at all times or only for so long as no senior
class of stock has such voting power by reason of any contingency.

          "Tax Event" means the receipt by the Issuer of an Opinion of Counsel
experienced in such matters to the effect that, as a result of any change
(including any prospective change) in, or amendment to, the laws (or any
regulations or rulings promulgated thereunder) of the United States or any
political subdivision or taxing authority thereof or therein, or any change in
the application or official interpretation of such laws, regulations or rulings,
which change or amendment becomes effective on or after the original issuance of
the Debt Securities, there is more than an insubstantial risk that (i) the
Issuer has or will become obligated to pay Additional Interest on the Debt
Securities as provided in Section 3.08.

          "Tax Redemption Date" has the meaning set forth in 12.01A.

          "Tax Redemption Price" means 100% of the principal amount of the Debt
Securities being redeemed plus accrued and unpaid interest on such Debt
Securities to the Tax Redemption Date.

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

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

          "United States" means the United States of America (including the
States and the District of Columbia), its territories and its possessions.

          "United States Alien" has the meaning set forth in Section 3.08.

          Section 1.02 Compliance Certificates and Opinions. Upon any
application or request by the Issuer to the Trustee to take any action under any
provision of this Indenture, the Issuer shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent,

                                        6
<Page>

if any, have been complied with, except that in the case of any such application
or request as to which the furnishing of such documents is specifically required
by any provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

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

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

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

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

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

          Section 1.03 Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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

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

          Section 1.04 Notices, etc. to Trustee and Issuer. Any Act of Holders
or other document provided or permitted by this Indenture to be made upon, given
or furnished to, or filed with,

                                        7
<Page>

          (a) the Trustee by any Holder or by the Issuer shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if
     made, given, furnished or filed in writing to or with the Trustee at its
     Corporate Trust Office, Attention: Corporate Trust Administration; or

          (b) the Issuer by the Trustee or by any Holder shall be sufficient for
     every purpose hereunder (unless otherwise herein expressly provided) if in
     writing and mailed, first class postage prepaid, to the Issuer addressed to
     it at the address of its principal office specified in the first paragraph
     of this Indenture or at any other address previously furnished in writing
     to the Trustee by the Issuer.

          Any such Act or other document shall be in the English language.

          Section 1.05 Notice to Holders; Waiver. Where this Indenture provides
for notice to Holders of any event by the Issuer or the Trustee, such notice
shall be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first class postage prepaid, or transmitted via facsimile to
such Holders as their names and addresses appear in the Security Register,
within the time prescribed. In any case where notice is given by mail, neither
the failure to mail such notice nor any defect in any notice so mailed to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders, and any notice that is mailed in the manner herein provided shall
be conclusively deemed to have been received by such Holder, whether or not such
Holder actually receives such notice.

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

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

          Section 1.06 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

          Section 1.07 Successors and Assigns. All covenants and agreements in
this Indenture by the parties hereto shall bind their respective successors and
assigns and inure to the benefit of their permitted successors and assigns,
whether so expressed or not.

          Section 1.08 Separability Clause. In case any provision in this
Indenture or in the Debt Securities shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

          Section 1.09 Benefits of Indenture. Nothing in this Indenture or in
the Debt Securities, express or implied, shall give to any Person, other than
the parties hereto, any Security Registrar, any Paying Agent, any Authenticating
Agent and their respective successors

                                        8
<Page>

hereunder, the Holders and the holders of Senior Indebtedness, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

          Section 1.10 Governing Law. This Indenture and the Debt Securities
shall be governed by and construed in accordance with applicable federal laws
and the law of the State of New York without regard to the conflicts of law
rules of such State.

          Section 1.11 Legal Holidays. In any case where any Interest Payment
Date, the Redemption Date, the Tax Redemption Date or the Maturity Date shall
not be a Business Day in Wilmington, Delaware, Leawood, Kansas or at any Place
of Payment, then (notwithstanding any other provision of this Indenture or of
the Debt Securities) payment of principal or interest need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on such
Interest Payment Date, the Redemption Date, the Tax Redemption Date or the
Maturity Date, and no interest shall accrue on such payment for the period from
and after such Interest Payment Date, the Redemption Date, the Tax Redemption
Date or the Maturity Date, as the case may be, to such Business Day if such
payment is made or duly provided for on such Business Day.

                                   ARTICLE II
                               DEBT SECURITY FORMS

          Section 2.01 Forms Generally. The Debt Securities shall be
substantially in the form of Exhibit A hereto. The Debt Securities shall be
issued in registered, certificated form without coupons, and may have such
letters, numbers or other marks of identification or designation and such
legends or endorsements placed thereon as the Issuer 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 securities exchange on which the
Debt Securities may be listed or of any automated quotation system on which the
Debt Securities may be quoted, or to conform to usage, all as determined by the
officers executing the Debt Securities as conclusively evidenced by their
execution of such Debt Securities.

          The definitive Debt Securities shall be printed, lithographed or
engraved or produced by any combination of these methods on steel engraved
borders or may be produced in any other manner, all as determined by the
officers executing such Debt Securities, as conclusively evidenced by their
execution of such Debt Securities.

          Section 2.02 Form of Trustee's Certificate of Authentication. The form
of the Trustee's certificate of authentication to be borne by the Debt
Securities shall be substantially as follows:

                                        9
<Page>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Debt Securities referred to in the within-mentioned
Indenture.

                                   Wilmington Trust Company,
                                      not in its individual capacity but solely
                                      as Trustee
                                   By:
                                       -----------------------------------------
                                       Authorized Signatory

                                   ARTICLE III
                               THE DEBT SECURITIES

          Section 3.01 Authentication, Delivery and Dating. (a) Upon the
execution and delivery of this Indenture, the Issuer will execute and deliver
Debt Securities in an aggregate principal amount not in excess of $30,000,000 to
the Trustee for authentication, together with an Issuer Order for the
authentication and delivery of the Debt Securities, and the Trustee in
accordance with the Issuer Order shall authenticate and deliver the Debt
Securities. The Trustee shall be entitled to receive, prior to the
authentication and delivery of the Debt Securities, an Officers' Certificate
stating that all conditions precedent provided for in this Indenture relating to
the issuance of the Debt Securities have been complied with and as to the
absence of any event that is, or after notice or lapse of time or both would
become, a Default.

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

          (c) Each Debt Security shall be dated the date of its authentication.

          (d) No Debt Security shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on such
Debt Security a certificate of authentication substantially in one of the forms
provided for herein duly executed by the Trustee or by an Authenticating Agent
by manual signature of one of its authorized officers, and such certificate upon
any Debt Security shall be conclusive evidence, and the only evidence, that such
Debt Security has been duly authenticated and delivered hereunder and is
entitled to the benefits of this Indenture.

          Section 3.02 Denominations. The Debt Securities shall be issuable only
in registered form in minimum denominations of $100,000 and integral multiples
of $1,000 in excess thereof and shall be payable only in Dollars.

          Section 3.03 Execution. The Debt Securities shall be executed on
behalf of the Issuer by an Issuer Authorized Officer. The signature of any
Issuer Authorized Officer may be manual or facsimile.

                                       10
<Page>

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

          Section 3.04 Registration, Transfer and Exchange. (a) The Issuer shall
cause to be kept at the Corporate Trust Office of the Trustee a register for the
Debt Securities (the register maintained in such office and in any other office
or agency of the Issuer in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Issuer shall provide for the
registration of the Debt Securities and of transfers and exchanges of the Debt
Securities and the address at which notice and demand to or upon the Issuer in
respect of this Indenture and the Debt Securities may be served by the Holders
of Debt Securities. The Trustee is hereby appointed "Security Registrar" for the
purpose of registering Debt Securities and registering transfers and exchanges
of Debt Securities as herein provided; provided, however, that the Issuer may
appoint co-Security Registrars. Such Security Register shall be in written form
or in any other form capable of being converted into written form within a
reasonable period of time. At all reasonable times the Security Register shall
be open for inspection by the Issuer.

          Upon surrender for registration of transfer of any Debt Security at
the office or agency of the Issuer maintained for such purpose, the Issuer shall
execute, and the Trustee or any Authenticating Agent shall authenticate and
deliver, in the name of the designated transferee, one or more new Debt
Securities of any authorized denomination or denominations of like tenor and
aggregate principal amount, bearing a number not contemporaneously Outstanding
and containing identical terms and provisions.

          At the option of the Holder, Debt Securities may be exchanged for
other Debt Securities of any authorized denomination or denominations of like
tenor and aggregate principal amount containing identical terms and conditions,
upon surrender of the Debt Securities to be exchanged at the office or agency of
the Issuer maintained for such purpose.

          Whenever any Debt Securities are so surrendered for exchange, the
Issuer shall execute, and the Trustee shall authenticate and deliver, the Debt
Securities that the Holder making the exchange is entitled to receive.

          (b) All Debt Securities issued upon any transfer or exchange of Debt
Securities shall be valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Debt Securities
surrendered for such transfer or exchange.

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

                                       11
<Page>

          No service charge will be made for any transfer or exchange of Debt
Securities except as provided in Section 3.05. The Issuer may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration, transfer or exchange of Debt
Securities, other than those expressly provided in this Indenture to be made at
the Issuer's own expense or without expense or without charge to the Holders.

          The Issuer or the Trustee, as applicable, shall not be required to
register, transfer or exchange Debt Securities during a period beginning at the
opening of business 15 days before the Redemption Date and ending at the close
of business on the Redemption Date.

          (c) Notwithstanding the foregoing, Debt Securities may not be
transferred except in compliance with the restricted securities legend set forth
below, unless otherwise determined by the Issuer in accordance with applicable
law, which legend shall be placed on each Debt Security:

THIS SECURITY HAS NOT BEEN REGISTERED UNDER ANY FEDERAL LAW, INCLUDING THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO ANY APPLICABLE REGISTRATION REQUIREMENTS UNDER
FEDERAL LAW OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OR UNLESS SUCH
TRANSACTION IS NOT SUBJECT TO ANY SUCH REGISTRATION REQUIREMENTS. THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN AVAILABLE
EXEMPTION FROM ANY APPLICABLE REGISTRATION REQUIREMENTS OR (C) IF SUCH OFFER,
SALE OR OTHER TRANSFER IS NOT SUBJECT TO REGISTRATION UNDER APPLICABLE FEDERAL
LAW, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (B) OR (C) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE
INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS
SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR
HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS
ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14

                                       12
<Page>

OR ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS
NOT PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT
TO SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY
INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF
SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE
INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS
THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL
AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO
HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
CORPORATION.

THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF
GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A
LOAN BY THE COMPANY AND IS NOT SECURED.

          Section 3.05 Mutilated, Destroyed, Lost and Stolen Debt Securities. If
(i) any mutilated Debt Security is surrendered to the Trustee at its Corporate
Trust Office or (ii) the Issuer and the Trustee receive evidence to their
satisfaction of the destruction, loss or theft of any Debt Security, and there
is delivered to the Issuer and the Trustee such security or indemnity as may be
required by them to save each of them and any Paying Agent harmless, and neither
the Issuer nor the Trustee receives notice that such Debt Security has been
acquired by a bona fide purchaser, then the Issuer shall execute and upon Issuer
Request the Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Debt

                                       13
<Page>

Security, a new Debt Security of like tenor, form, terms and principal amount,
bearing a number not contemporaneously Outstanding.

          In case any such mutilated, destroyed, lost or stolen Debt Security
has become or is about to become due and payable, the Issuer in its discretion
may, instead of issuing a new Debt Security, pay the amount due on such Debt
Security in accordance with its terms.

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

          Every new Debt Security issued pursuant to this Section shall
constitute an original additional contractual obligation of the Issuer, whether
or not the destroyed, lost or stolen Debt Security shall be found at any time,
and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Debt Securities duly issued hereunder.

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

          Section 3.06 Redemption at Maturity. (a) The Debt Securities shall, on
the Maturity Date become due and payable at the Redemption Price and from and
after such date (unless the Issuer shall default in the payment of the
Redemption Price) the Debt Securities shall cease to bear interest. Upon
surrender of any Debt Security for redemption on or after the Maturity Date,
such Debt Security shall be paid by the Issuer at the Redemption Price. If any
Debt Security shall not be so paid upon surrender thereof for redemption, the
principal shall, until paid, bear interest from the Maturity Date at the
Interest Rate.

          (b) On or prior to the Maturity Date, the Issuer shall deposit with
     the Trustee or with a Paying Agent (or, if the Issuer is acting as its own
     Paying Agent, segregate and hold in trust), in immediately available funds,
     an amount in Dollars sufficient to pay the Redemption Price on the Maturity
     Date.

          Section 3.07 Payment of Interest; Interest Rights Preserved. (a) Each
Debt Security will bear interest at the then applicable Interest Rate from and
including each Interest Payment Date or, in the case of the first interest
period, the original date of issuance of such Debt Security to, but excluding,
the next succeeding Interest Payment Date or, in the case of the last interest
period, the Redemption Date, the Tax Redemption Date or the Maturity Date, and
on any overdue principal and any overdue installment of interest (including
Defaulted Interest), payable on each Interest Payment Date, commencing on
November 28, 2001. Interest on any Debt Security that is payable and is
punctually paid or duly provided for on any Interest Payment Date shall be paid
to the Person in whose name such Debt Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest notwithstanding the cancellation of such Debt Security upon
any transfer or exchange subsequent to the Regular Record Date. Payment of
interest shall be made at the Corporate Trust Office or,

                                       14
<Page>

at the option of the Issuer, by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or, in
accordance with arrangements satisfactory to the Trustee, at the option of the
Holder, by wire transfer to an account designated by the Holder.

          (b) Any interest on any Debt Security that is payable but is not
     punctually paid or duly provided for on any Interest Payment Date
     ("Defaulted Interest") shall forthwith cease to be payable to the Holder on
     the relevant Regular Record Date by virtue of having been such a Holder,
     and such Defaulted Interest may be paid by the Issuer, at its election in
     each case, as provided in clause (i) or (ii) below:

          (i) The Issuer may elect to make payment of any Defaulted Interest to
     the Persons in whose names such Debt 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 fixed in the following manner. The Issuer shall notify the Trustee in
     writing of the amount of Defaulted Interest proposed to be paid on each
     such Debt Security and the date of the proposed payment, and at the same
     time the Issuer shall deposit with the Trustee an amount of money equal to
     the aggregate amount proposed to be paid in respect of such Defaulted
     Interest or shall make arrangements satisfactory to the Trustee for such
     deposit prior to the date of the proposed payment, such money when
     deposited to be held in trust for the benefit of the Persons entitled to
     such Defaulted Interest as in this clause provided. Thereupon the Trustee
     shall fix a Special Record Date for the payment of such Defaulted Interest
     which shall be not more than 15 days and not less than 10 days prior to the
     date of the proposed payment and not less than 10 days after the receipt by
     the Trustee of the notice of the proposed payment The Trustee shall
     promptly notify the Issuer of such Special Record Date and, in the name and
     at the expense of the Issuer, 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 the Holders of such Debt Securities at
     their addresses as they appear in the Security Register, not less than 10
     days prior to such Special Record Date. Notice of the proposed payment of
     such Defaulted Interest and the Special Record Date therefor having been
     mailed as aforesaid, such Defaulted Interest shall be paid to the Persons
     in whose names such Debt Securities (or their respective Predecessor
     Securities) are registered at the close of business on such Special Record
     Date and shall no longer be payable pursuant to the following clause (ii).

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

          (c) Subject to the foregoing provisions of this Section, each Debt
     Security delivered under this Indenture upon transfer of or in exchange for
     or in lieu of any other Debt Security shall carry the rights to interest
     accrued and unpaid, that were carried by such other Debt Security.

                                       15
<Page>

          Section 3.08 Additional Interest. The Issuer will, subject to the
exceptions and limitations set forth below, pay as additional interest to each
Holder that is a United States Alien (as defined below) such amounts (the
"Additional Interest") as may be necessary so that every net payment received by
such Holder, after deduction or withholding for or on account of any present or
future tax, assessment or other governmental charge imposed upon or as a result
of such payment by the United States (or any political subdivision or taxing
authority thereof or therein), will not be less than the amount the Holder would
have received in respect of such Debt Security had no such deduction or
withholding been imposed. However, the Issuer will not be required to make any
such payment of additional interest for or on account of:

          (a) any tax, assessment or other governmental charge that would not
     have been imposed but for (i) the existence of any present or former
     connection between such Holder (or between a fiduciary, settlor or
     beneficiary of, or a person holding a power over, such Holder, if such
     Holder is an estate or a trust, or a member or shareholder of such Holder,
     if such Holder is a partnership or a corporation) and the United States,
     including, without limitation, such Holder (or such fiduciary, settlor,
     beneficiary, person holding a power, member or shareholder) being or having
     been a citizen or resident thereof or being or having been engaged in trade
     or business or present therein or having or having had a permanent
     establishment therein or (ii) such Holder's past or present status as a
     personal holding company, foreign personal holding company or private
     foundation or other tax-exempt organization with respect to the United
     States or as a corporation that accumulates earnings to avoid United States
     federal income tax;

          (b) any estate, inheritance, gift, sales, transfer or personal
     property tax or any similar tax, assessment or other governmental charge;

          (c) any tax, assessment or other governmental charge that is payable
     otherwise than by deduction or withholding from a payment on a Debt
     Security;

          (d) any tax, assessment or other governmental charge that would not
     have been imposed but for a failure to comply with any applicable
     certification, documentation, information or other reporting requirement
     concerning the nationality, residence, identity or connection with the
     United States of the Holder or the beneficial owner of such Debt Security
     if, without regard to any tax treaty, such compliance is required by
     statute or regulation of the United States as a precondition to relief or
     exemption from such tax, assessment or other governmental charge; or

          (e) any tax, assessment or other governmental charge imposed on a
     Holder that actually or constructively owns 10 percent or more of the
     combined voting power of all classes of stock of the Issuer or that is a
     controlled foreign corporation related to the Issuer through stock
     ownership; nor shall such additional interest be paid with respect to a
     payment on a Debt Security to a Holder that is a fiduciary or partnership
     or other than the sole beneficial owner of such payment to the extent a
     beneficiary or settlor with respect to such fiduciary or a member of such
     partnership or a beneficial owner would not have been entitled to the
     additional interest had such beneficiary, settlor, member or beneficial
     owner held the Debt Security directly.

                                       16
<Page>

          The term "United States Alien" means any person who, for United States
federal income tax purposes, is a foreign corporation, a nonresident alien
individual, a nonresident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
federal income tax purposes, a foreign corporation, a nonresident alien
individual or a nonresident alien fiduciary of a foreign estate or trust.

          Whenever in this Indenture or the Debt Securities there is a reference
in any context to the payment of principal of or interest on the Debt
Securities, such mention shall be deemed to include mention of payments of the
Additional Interest provided for in this paragraph to the extent that, in such
context, Additional Interest is, was or would be payable in respect thereof
pursuant to the provisions of this paragraph and express mention of the payment
of Additional Interest (if applicable) in any provisions hereof shall not be
construed as excluding Additional Interest in those provisions hereof where such
express mention is not made.

          Section 3.09 Cancellation. All Debt Securities surrendered for
payment, redemption, transfer or exchange shall, if surrendered to any Person
other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by it or, if surrendered to the Trustee or any Authenticating Agent,
shall be promptly canceled by it, and no Debt Securities shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. All Debt Securities canceled by any Authenticating Agent shall be
delivered to the Trustee. The Issuer may at any time deliver to the Trustee for
cancellation any Debt Securities previously authenticated and delivered
hereunder that the Issuer may have acquired in any manner whatsoever, and all
Debt Securities so delivered shall be promptly canceled by the Trustee. No Debt
Securities shall be authenticated in lieu of or in exchange for any Debt
Securities canceled as provided in this Section, except as expressly permitted
by this Indenture. All canceled Debt Securities held by the Trustee shall be
returned to the Issuer. The acquisition of any Debt Securities by the Issuer
shall not operate as a redemption or satisfaction of the indebtedness
represented thereby unless and until such Debt Securities are surrendered to the
Trustee for cancellation.

          Section 3.10 Computation of Interest.

          (a) The amount of interest payable for any interest period will be
     computed on the basis of a 360-day year and the actual number of days
     elapsed in the relevant interest period; provided, however, that upon the
     occurrence of a Tax Redemption pursuant to Section 12.01A the amounts
     payable pursuant to this Indenture shall be calculated as set forth in the
     definition of Tax Redemption Price.

          (b) LIBOR shall be determined by the Calculation Agent in accordance
     with the following provisions:

              (1) On the second LIBOR Business Day (provided, that on such day
          commercial banks are open for business (including dealings in foreign
          currency deposits) in London (a "LIBOR Banking Day"), and otherwise
          the next preceding LIBOR Business Day that is also a LIBOR Banking
          Day) prior to December 15th and June 15th (except, with respect to the
          first interest payment period, on November 26, 2001), (each such day,
          a "LIBOR Determination Date"), LIBOR

                                       17
<Page>

          shall equal the rate, as obtained by the Calculation Agent for
          six-month Eurodollar deposits in Europe which appears on Telerate Page
          3750 (as defined in the International Swaps and Derivatives
          Association, Inc. 1991 Interest Rate and Currency Exchange
          Definitions) or such other page as may replace such Page 3750, as of
          11:00 a.m. (London time) on such LIBOR Determination Date, as reported
          by Bloomberg Financial Markets Commodities News. "LIBOR Business Day"
          means any day that is not a Saturday, Sunday or other day on which
          commercial banking institutions in New York, New York or Wilmington,
          Delaware, are authorized or obligated by law or executive order to be
          closed. If such rate is superseded on Telerate Page 3750 by a
          corrected rate before 12:00 noon (London time) on the same LIBOR
          Determination Date, the corrected rate as so substituted will be the
          applicable LIBOR for that LIBOR Determination Date.

              (2) If, on any LIBOR Determination Date, such rate does not
          appear on Telerate Page 3750 or such other page as may replace such
          Page 3750, the Calculation Agent shall determine the arithmetic mean
          of the offered quotations of the Reference Banks (as defined below) to
          leading banks in the London interbank market for six-month U.S. Dollar
          deposits in Europe (in an amount determined by the Calculation Agent)
          by reference to requests for quotations as of approximately 11:00 a.m.
          (New York time) on the LIBOR Determination Date made by the
          Calculation Agent to the Reference Banks. If, on any LIBOR
          Determination Date, at least two of the Reference Banks provide such
          quotations, LIBOR shall equal the arithmetic mean of such quotations.
          If, on any LIBOR Determination Date, only one or none of the Reference
          Banks provide such quotations, LIBOR shall be deemed to be the
          arithmetic mean of the offered quotations that at least two leading
          banks in The City of New York (as selected by the Calculation Agent)
          are quoting on the relevant LIBOR Determination Date for six-month
          U.S. Dollar deposits in Europe at approximately 11:00 a.m. (New York
          time) (in an amount determined by the Calculation Agent). As used
          herein, "Reference Banks" means four major banks in the London
          interbank market selected by the Calculation Agent.

              (3) If the Calculation Agent is required but is unable to
          determine a rate in accordance with at least one of the procedures
          provided above, LIBOR shall be LIBOR in effect on the previous LIBOR
          Determination Date (whether or not LIBOR for such period was in fact
          determined on such LIBOR Determination Date).

          (c) All percentages resulting from any calculations on the Debt
     Securities will be rounded, if necessary, to the nearest one
     hundred-thousandth of a percentage point, with five one-millionths of a
     percentage point rounded upward (e.g., 9.876545% (or .09876545) being
     rounded to 9.87655% (or .0987655)), and all dollar amounts used in or
     resulting from such calculation will be rounded to the nearest cent (with
     one-half cent being rounded upward).

                                       18
<Page>

          (d) On each LIBOR Determination Date, the Calculation Agent shall
     notify the Company and the Paying Agent of the applicable Interest Rate in
     effect for the related Interest Payment. The Calculation Agent shall, upon
     the request of the holder of any Debt Securities, provide the Interest Rate
     then in effect. All calculations made by the Calculation Agent in the
     absence of manifest error shall be conclusive for all purposes and binding
     on the Company and the Holders of the Debt Securities. The Paying Agent
     shall be entitled to rely on information received from the Calculation
     Agent or the Company as to the Interest Rate. The Company shall, from time
     to time, provide any necessary information to the Paying Agent relating to
     any original issue discount and interest on the Debt Securities that is
     included in any payment and reportable for taxable income calculation
     purposes.

          Section 3.11 CUSIP Numbers. The Issuer in issuing the Securities may
use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall
use "CUSIP" numbers in notices of redemption as a convenience to Holders;
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Debt Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Debt Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.

          Section 3.12 Persons Deemed Owners. The Issuer, the Trustee and any
agent of the Issuer or the Trustee may treat the Person in whose name any Debt
Security is registered as the owner of such Debt Security for the purpose of
receiving payment of principal of and (subject to Section 3.07) interest, if
any, on, such Debt Security and for all other purposes whatsoever, whether or
not such Debt Security be overdue, and neither the Issuer, the Trustee nor any
agent of the Issuer or the Trustee shall be affected by notice to the contrary.
All payments made to any Holder, or upon his order, shall be valid, and, to the
extent of the sum or sums paid, effectual to satisfy and discharge the liability
for moneys payable upon such Debt Security.

          Section 3.13 Federal Regulatory Approval Required.

          The Debt Securities may not be repaid, repurchased or redeemed prior
to the Redemption Date without the prior written approval of the Board of
Governors of the Federal Reserve System (the "Federal Reserve") if then
required.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

          Section 4.01 Satisfaction and Discharge of Indenture. This Indenture,
shall, upon Issuer Order, cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange herein expressly
provided for and rights to receive payments of principal of and interest) and
the Trustee, upon receipt of a Issuer Order and at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

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          (a) either

          (i)  all Debt Securities theretofore authenticated and delivered
     (other than (A) Debt Securities that have been destroyed, lost or stolen
     and that have been replaced or paid as provided in Section 3.05 and (B)
     Debt Securities for whose payment money has theretofore been deposited in
     trust or segregated and held in trust by the Issuer and thereafter repaid
     to the Issuer or discharged from such trust, as provided in Section 12.04)
     have been delivered to the Trustee for cancellation; or

          (ii) all Debt Securities not theretofore delivered to the Trustee for
     cancellation,

               (A) have become due and payable, or

               (B) will become due and payable within one year,

     and the Issuer has irrevocably deposited or caused to be deposited with the
     Trustee as trust funds in trust for the purpose an amount sufficient to pay
     and discharge the entire indebtedness on such Debt Securities for principal
     and interest to the date of such deposit (in the case of Debt Securities
     that have become due and payable) or to the date of redemption; PROVIDED,
     HOWEVER, in the event a petition for relief under the Federal bankruptcy,
     insolvency or other similar laws, as now or hereafter constituted, or any
     other applicable Federal or state bankruptcy, insolvency or other similar
     law, is filed with respect to the Issuer within 91 days after the deposit
     and the Trustee is required to return the moneys then on deposit with the
     Trustee to the Issuer, the obligations of the Issuer under this Indenture
     with respect to such Debt Securities shall not be deemed terminated or
     discharged;

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

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

          (d) the Issuer shall have received any prior written approval
     necessary for such discharge from the Federal Reserve pursuant to Section
     3.13.

          Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer to the Trustee under Section 6.07, the obligations of
the Issuer to any Authenticating Agent under Section 6.14, and, if money shall
have been deposited with the Trustee pursuant to subclause (ii) of clause (a) of
this Section, the obligations of the Trustee under Section 4.02 and the last
paragraph of Section 12.04 shall survive.

          Section 4.02 Application of Trust Money. Subject to Section 6.07 and
the provisions of the last paragraph of Section 12.04, all money deposited with
the Trustee pursuant to Section 4.01 shall be held in trust and applied by it,
in accordance with the provisions of the Debt Securities and this Indenture, to
the payment, either directly or through any Paying Agent

                                       20
<Page>

(including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, for the payment of which such moneys
have been deposited with the Trustee, of all sums due and to become due thereon
for principal and interest, except that such money need not be segregated from
other funds except to the extent required by applicable law.

          Section 4.03 Paying Agent to Repay Moneys Held. Upon the satisfaction
and discharge of this Indenture all moneys then held by any Paying Agent of the
Debt Securities (other than the Trustee) shall, upon demand of the Issuer, be
repaid to it or paid to the Trustee, and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

          Section 4.04 Return of Unclaimed Moneys. Any moneys deposited with or
paid to the Trustee or any Paying Agent for payment of the principal of or
interest on Debt Securities and not applied but remaining unclaimed by the
Holders for two years after the date upon which the principal of or interest on
such Debt Securities, as the case may be, shall have become due and payable,
shall be repaid to the Issuer by the Trustee or such Paying Agent on written
demand; and the Holders shall thereafter look only to the Issuer for any payment
which such Holders may be entitled to collect and all liability of the Trustee
or such Paying Agent with respect to such moneys shall thereupon cease.

                                    ARTICLE V
                                    REMEDIES

          Section 5.01 Events of Default. "Event of Default" means any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law,
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

          (a) a decree or order by a court having jurisdiction in the premises
     shall have been entered adjudging the Issuer bankrupt or insolvent, or
     approving as properly filed a petition seeking reorganization,
     readjustment, arrangement, composition or similar relief for the Issuer
     under the Federal bankruptcy laws, or any other similar applicable law of
     any governmental unit, domestic or foreign, and such decree or order shall
     have continued undischarged or unstayed for a period of 90 days; or a
     decree or order or other decision of a court or agency or supervisory
     authority having jurisdiction in the premises for the appointment of any
     Person to act as a receiver or liquidator or trustee or assignee in
     bankruptcy or insolvency of the Issuer or of a substantial part of its
     property, or for the involuntary winding up or liquidation of its affairs,
     shall have been entered and such decree or order shall have remained in
     force undischarged and unstayed for a period of 90 days; or, under the
     provisions of any insolvency, bankruptcy, or other law for the relief or
     aid of creditors, any court, or agency or supervisory authority having
     jurisdiction in the premises shall assume custody or control of the Issuer
     or of a substantial part of its property, and such custody and control
     shall not be terminated or stayed within 90 days from the date of
     assumption of such custody or control; or any substantial part of the
     property of the Issuer shall be sequestered or attached and shall not be
     returned to the possession of the Issuer or released from such attachment
     within 90 days thereafter; or

                                       21
<Page>

          (b) the Issuer 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 reorganization, readjustment, arrangement, composition or similar
     relief under the Federal bankruptcy laws, or any other similar applicable
     law of any governmental unit, domestic or foreign, or shall consent to the
     filing of any such petition or shall consent to the appointment of a
     receiver or liquidator or trustee or assignee in bankruptcy or insolvency
     of it or of a substantial part of its property, or shall make an assignment
     for the benefit of creditors, or shall admit in writing its inability to
     pay its debts generally as they become due, or if corporate action shall be
     taken by the Issuer in furtherance of any of the aforesaid purposes.

          Section 5.02 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default occurs and is continuing, then the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Debt Securities may
declare the principal amount of and all accrued but unpaid interest on the Debt
Securities to be due and payable immediately, by a notice in writing to the
Issuer (and to the Trustee if given by Holders), and upon any such declaration
such principal amount and interest shall become immediately due and payable,
subject to regulatory approval pursuant to Section 3.13. Upon payment of such
amounts, all obligations of the Issuer in respect of the payment of principal of
and interest on the Debt Securities shall terminate.

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

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

              (i)   all overdue installments of interest on all Debt Securities,

              (ii)  the principal of any Debt Securities that have become due
     and payable otherwise than by such declaration of acceleration and interest
     thereon at the Interest Rate,

              (iii) to the extent that payment of such interest is lawful,
     interest upon overdue installments of interest on each Debt Security at the
     Interest Rate, and

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

          (b) all Defaults have been cured, waived or otherwise remedied.

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

                                       22
<Page>

          Section 5.03 Defaults; Collection of Indebtedness and Suits for
Enforcement by Trustee. "Default," wherever used herein, means any one of the
following events (whatever the reason for such Default and whether it shall be
voluntary or involuntary or be effected by operation of law pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

          (a) an Event of Default has occurred;

          (b) the Issuer fails to pay the principal of any Debt Security at the
     Maturity Date and such failure is continued for six days, whether or not
     such payment is prohibited by Article XIV hereof; or

          (c) the Issuer fails to pay any installment of interest on an Interest
     Payment Date and such failure is continued for 30 days, whether or not such
     payment is prohibited by Article XIV hereof.

          The Issuer covenants that, if a Default shall occur, it will, upon
demand of the Trustee and subject to Section 3.13 hereof, pay to the Trustee,
for the benefit of the Holders, the entire amount then due and payable on the
Debt Securities (x) in the case of a Default specified in clause (a) or (b)
above, for the principal and interest, if any, and interest upon the overdue
principal and, to the extent that payment of such interest shall be legally
enforceable, upon overdue installments of interest, at the Interest Rate, and
(y) in the case of a Default specified in clause (c) above, for the interest
and, to the extent that payment of such interest shall be legally enforceable,
upon overdue installments of interest, at the Interest Rate; and in each case,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

          If the Issuer fails to pay such amount forthwith upon such demand and
if the necessary approvals under Section 3.13 have been obtained, the Trustee,
in its own name and as trustee of an express trust, may institute a judicial
proceeding for the collection of the sums so due and unpaid, and may prosecute
such proceeding to judgment or final decree, and may enforce the same against
the Issuer or any other obligor upon the Debt Securities, and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Issuer or any other obligor upon the Debt Securities wherever
situated.

          If a Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

          Section 5.04 Trustee May File Proofs of Claim. In case of the pendency
of any insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceedings, or any voluntary or
involuntary case under the Federal bankruptcy laws, as now or hereafter
constituted, relative to the Issuer or any other obligor upon the Debt
Securities, or the property of the Issuer or of such other obligor or their
creditors, the Trustee

                                       23
<Page>

(irrespective of whether the principal of the Debt Securities shall then be due
and payable as therein expressed or by declaration of acceleration or otherwise
and irrespective of whether the Trustee shall have made any demand on the Issuer
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

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

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

and any receiver, assignee, trustee, custodian, liquidator, sequestrator (or
other similar official) in any such proceeding is hereby authorized by each such
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to such Holders, to pay to
the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.07.

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

          Section 5.05 Trustee May Enforce Claims Without Possession of Debt
Securities. All rights of action and claims under this Indenture or the Debt
Securities may be prosecuted and enforced by the Trustee without the possession
of any Debt Security or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name, as trustee of an express trust, and any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders in respect of which such judgment has been
recovered.

          Section 5.06 Application of Money Collected. Any money collected by
the Trustee pursuant to this Article shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or interest, upon presentation of the Debt
Securities in respect of which money has been collected and the notation thereon
of the payment if only partially paid and upon surrender thereof if fully paid:

          FIRST: To the payment of all amounts due the Trustee under Section
     6.07;

          SECOND: To the payment of all Senior Indebtedness of the Issuer if and
     to the extent required by Article XIV;

                                       24
<Page>

          THIRD: To the payment of the amounts then due and unpaid for principal
     of and interest on the Debt Securities, 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
     Debt Securities for principal and interest, respectively; and

          FOURTH: The balance, if any, to the Issuer.

          Section 5.07 Limitation on Suits. No Holder shall have any right to
institute any proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

          (a) such Holder has previously given written notice to the Trustee of
     a continuing Default;

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

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

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

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

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders
or to obtain or to seek to obtain priority or preference over any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided and for the equal and ratable benefit of all Holders. For the
protection and enforcement of the provisions of this Section, each and every
Holder and the Trustee shall be entitled to such relief as can be given at law
or in equity.

          Section 5.08 Unconditional Right of Holders to Receive Principal and
Interest. Subject only to the provisions of Article XIV, the Holder of any Debt
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal on the Redemption Date and (subject to Section 3.07)
interest (including any Additional Interest) on the Interest Payment Dates, and
to institute suit for the enforcement of any such payment and interest thereon,
and such right shall not be impaired without the consent of such Holder.

          Section 5.09 Restoration of Rights and Remedies. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined

                                       25
<Page>

adversely to the Trustee or to such Holder, then and in every such case the
Issuer, the Trustee and the Holders shall, subject to any determination in such
proceeding, be restored severally and respectively to their former positions
hereunder, and thereafter all rights and remedies of the Trustee and the Holders
shall continue as though no such proceeding had been instituted.

          Section 5.10 Right and Remedies Cumulative. Except as otherwise
expressly provided elsewhere in this Indenture, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

          Section 5.11 Delay or Omission Not Waiver. No delay or omission of the
Trustee or of any Holder to exercise any right or remedy accruing upon any Event
of Default shall impair any such right or remedy or constitute a waiver of any
such Event of Default or any acquiescence therein. Every right and remedy given
by this Indenture or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by
the Holders, as the case may be.

          Section 5.12 Control by Holders. The Holders of not less than a
majority in principal amount of the Outstanding Debt Securities shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
the Trustee with respect to the Debt Securities; provided that:

          (a) such direction shall not be in conflict with any rule of law or
     with this Indenture;

          (b) subject to the provisions of Section 6.01, the Trustee shall have
     the right to decline to follow any such direction if the Trustee in good
     faith being advised by counsel shall, by a Responsible Officer or
     Responsible Officers of the Trustee, determine that the proceeding so
     directed might result in personal liability for the Trustee or would be
     unjustly prejudicial to the Holders not joining in any such direction; and

          (c) the Trustee may take any other action deemed proper by the Trustee
     that is not inconsistent with such direction.

          Section 5.13 Waiver of Past Event of Default. The Holders of not less
than a majority in principal amount of the Outstanding Debt Securities may on
behalf of all Holders waive any past Event of Default hereunder and its
consequences.

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

                                       26
<Page>

          Section 5.14 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Debt Security by his acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant, but the provisions of this Section shall not apply to any
suit instituted by the Trustee, to any suit instituted by any Holder or group of
Holders holding in the aggregate more than 10% in principal amount of the
Outstanding Debt Securities, or to any suit instituted by any Holder of a Debt
Security for the enforcement of the payment of the principal of or interest on
such Debt Security on or after the Redemption Date or the relevant Interest
Payment Date.

                                   ARTICLE VI
                                   THE TRUSTEE

          Section 6.01 Certain Duties and Responsibilities. (a) Except during
the continuance of an Event of Default or Default,

              (i)  the Trustee undertakes to perform such duties and only such
     duties as are specifically set forth in this Indenture, and no implied
     covenants or obligations shall be read into this Indenture against the
     Trustee; and

              (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon an Officers' Certificate or Opinion of
     Counsel or any other certificates or opinions furnished to the Trustee and
     conforming to the requirements of this Indenture; but in the case of any
     Officers' Certificate or Opinion of Counsel or any other such certificates
     or opinions which by any provisions 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 on their face to the
     requirements of this Indenture.

          (b) In case a Default has occurred and is continuing, the Trustee
shall, with respect to the Debt Securities, exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

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

              (i)   this clause shall not be construed to limit the effect of
     clause (a) above;

                                       27
<Page>

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

              (iii) the Trustee shall not be liable with respect to any action
     taken, suffered or omitted to be taken by it, with respect to the Debt
     Securities, in good faith in accordance with the direction of the Holders
     of a majority in principal amount of the Outstanding Debt Securities
     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 Debt Securities;
     and

               (iv) the Trustee shall not be required to expend or risk its own
     funds or otherwise incur any financial liability in the performance of any
     of its duties hereunder, or in the exercise of any of its rights or powers.

          (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section and Section 6.02.

          Section 6.02 Notice of Defaults. Within 90 days after the occurrence
of any default hereunder, the Trustee shall by the pertinent methods provided in
Section 1.05 give notice to all Holders of each default hereunder known to the
Trustee, unless such default shall have been cured or waived; provided, however,
that, except in the case of default in the payment of the principal of or
interest on any Debt Security, 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 determines that the withholding of such notice is in the interest of
the Holders; PROVIDED FURTHER, that in the case of any default of the character
specified in Section 5.01(a)(i) no such notice to Holders shall be given until
at least 60 days after the occurrence thereof; and PROVIDED FURTHER, that the
Trustee shall not be charged with knowledge of default unless either (a) a
Responsible Officer of the Trustee shall have actual knowledge of such default
or (b) the Trustee shall have received written notice thereof from the Issuer or
any other obligor on the Debt Security or any Holder, except with respect to a
default pursuant to Sections 5.03(b) or 5.03(c) hereof, (other than a default
resulting from the default in the payment of Additional Interest, if any, if the
Trustee does not have actual knowledge or written notice that such payment is
due and payable) of which the Trustee shall be deemed to have knowledge. For the
purpose of this Section, the term "default" means any event that is, or after
notice or lapse of time or both would become, a Default.

          Section 6.03 Certain Rights of Trustee. Except as otherwise provided
in Section 6.01:

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

                                       28
<Page>

          (b) any request or direction of the Issuer mentioned herein shall be
     sufficiently evidenced by a Issuer Request or Issuer Order and any
     resolution of the Board of Directors shall be sufficiently evidenced by a
     Board Resolution;

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

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

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

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

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

          (h) the Trustee shall not be liable for any action taken or omitted by
     it in good faith and believed by it to be authorized or within the
     discretion, rights or powers conferred upon it by this Indenture; nothing
     contained herein shall, however, relieve the Trustee of the obligation,
     upon the occurrence of an Event of Default with respect to the Debt
     Securities (that has not been cured or waived) to exercise with respect to
     Debt Securities 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.

          Section 6.04 Not Responsible for Recitals or Issuance of Debt
Securities. The recitals contained herein and in the Debt Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Issuer, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or

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<Page>

sufficiency of this Indenture or the Debt Securities. The Trustee shall not be
accountable for the use or application by the Issuer of any Debt Securities or
the proceeds thereof.

          Section 6.05 May Hold Debt Securities. The Trustee, any Paying Agent,
the Security Registrar or any other agent of the Issuer or the Trustee, in its
individual or any other capacity, may become the owner or pledgee of Debt
Securities, and may otherwise deal with the Issuer with the same rights it would
have if it were not Trustee, Paying Agent, Security Registrar or such other
agent.

          Section 6.06 Money Held in Trust. Money held by the Trustee or any
Paying Agent (except the Issuer) in trust hereunder need not be segregated from
other funds except to the extent required by law. Neither the Trustee nor any
Paying Agent shall be under any liability for interest on any money received by
it hereunder except as otherwise agreed in writing with the Issuer. So long as
no Event of Default shall have occurred and be continuing, all interest allowed
on any such moneys, if any, shall be paid from time to time to the Issuer upon
the written order of the Issuer, signed by the Chairman of the Board of
Directors, the Vice Chairman, the President, the Chief Financial Officer, the
Chief Operating Officer, a Vice President, the Treasurer or an Assistant
Treasurer of the Company.

          Section 6.07 Compensation and Reimbursement. The Issuer agrees

          (a) to pay to the Trustee from time to time such compensation in
     Dollars for all services rendered by it hereunder as may be mutually agreed
     upon in writing by the Issuer and the Trustee (which compensation shall not
     be limited by any provision of law in regard to the compensation of a
     trustee of an express trust);

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

          (c) to indemnify in Dollars the Trustee (including in its individual
     capacity) and any predecessor Trustee (and its officers, agents, directors
     and employees) for, and to hold it harmless against, any and all loss,
     damage, claim, liability or expense except to the extent such loss, damage,
     claim, liability or expense results from the negligence or bad faith of
     such indemnitee, arising out of or in connection with the acceptance or
     administration of this trust or performance of its duties hereunder,
     including the costs and expenses of defending itself against any claim or
     liability in connection with the exercise or performance of any of its
     powers or duties hereunder.

          When the Trustee incurs expenses or renders services in connection
with an Event of Default specified in Sections 5.01(a) and 5.01(b), the expenses
(including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or state bankruptcy, insolvency or
other similar laws.

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<Page>

          As security for the performance of the obligations of the Issuer under
this Section, the Trustee shall have a lien prior to the Debt Securities, upon
all property and funds held or collected by the Trustee as such, except funds
held in trust for the payment of amounts due on the Debt Securities.

          The obligations of the Issuer under this Section to compensate,
reimburse and indemnify the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness under this Indenture and shall survive
the satisfaction and discharge or other termination of this Indenture and shall
survive the resignation or removal of the Trustee.

          Section 6.08 Disqualification, Conflicting Interests. Trustee has or
shall acquire any "conflicting interest" within the meaning of Section 310(b) 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 this
Indenture.

          Section 6.09 Corporate Trustee Required, Eligibility. There shall at
all times be a Trustee hereunder that shall be a corporation organized and doing
business under the laws of the United States of America, any State thereof or
the District of Columbia, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $50,000,000, subject
to supervision or examination by Federal or State authority. If such corporation
publishes reports of condition at least annually, pursuant to law or to the
requirements of 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 Issuer may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Issuer, serve as
Trustee.

          If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

          Section 6.10 Resignation and Removal, Appointment of Successor. (a) No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee under Section 6.11.

          (b) The Trustee may resign at any time by giving written notice
thereof to the Issuer. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

          (c) The Trustee may be removed at any time and a successor Trustee
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Debt Securities, delivered to the Trustee and to the Issuer.

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<Page>

          (d) If at any time:

              (i)   the Trustee shall fail to comply with Section 6.08 after
     written request therefor by the Issuer or by any Holder who has been a bona
     fide Holder of a Debt Security for at least six months, or

              (ii)  the Trustee shall cease to be eligible under Section 6.09
     and shall fail to resign after written request therefor by the Issuer or by
     any Holder who has been a bona fide Holder of a Debt Security for at least
     six months, or

              (iii) the Trustee shall become incapable of acting or a decree or
     order for relief by a court having jurisdiction in the premises shall have
     been entered in respect of the Trustee in an involuntary case under the
     Federal bankruptcy laws, as now or hereafter constituted, or any other
     applicable Federal or State bankruptcy, insolvency or similar law; or a
     decree or order by a court having jurisdiction in the premises shall have
     been entered for the appointment of a receiver, custodian, liquidator,
     assignee, trustee, sequestrator (or other similar official) of the Trustee
     or of its property or affairs, or any public officer shall take charge or
     control of the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation, winding up or liquidation, or

              (iv)  the Trustee shall commence a voluntary case under the
     Federal bankruptcy laws, as now or hereafter constituted, or any other
     applicable Federal or State bankruptcy, insolvency or similar law or shall
     consent to the appointment of or taking possession by a receiver,
     custodian, liquidator, assignee, trustee, sequestrator (or other similar
     official) of the Trustee or its property or affairs, or shall make an
     assignment for the benefit of creditors, or shall admit in writing its
     inability to pay its debts generally as they become due, or shall take
     corporate action in furtherance of any such action, then, in any such case,
     (i) the Issuer by a Board Resolution may remove the Trustee or (ii) subject
     to Section 5.14, any Holder who has been a bona fide Holder of a Debt
     Security 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.

          If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, the Issuer,
by a Board Resolution, shall promptly appoint a successor Trustee and shall
comply with the applicable requirements of Section 6.11. If, within one year
after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Debt Securities delivered to the
Issuer and the retiring Trustee, the successor Trustee so appointed shall,
forthwith upon its acceptance of such appointment, become the successor Trustee
and to that extent supersede the successor Trustee appointed by the Issuer. If
no successor Trustee shall have been so appointed by the Issuer or the Holders
and accepted appointment in the manner hereinafter provided, any Holder who has
been a bona fide Holder of a Debt Security for at least six months may, subject
to Section 5.14, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

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<Page>

          The Issuer shall give notice of each resignation and each removal of
the Trustee and each appointment of a successor Trustee in the manner and to the
extent provided in Section 1.05 to the Holders. Each notice shall include the
name of the successor Trustee and the address of its Corporate Trust Office.

          Section 6.11 Acceptance of Appointment by Successor. (a) In the case
of an appointment hereunder of a successor Trustee, each such successor Trustee
so appointed shall execute, acknowledge and deliver to the Issuer 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 request of the Issuer or the successor Trustee, such retiring Trustee
shall, upon payment of the amounts then due to it pursuant to the provisions of
Section 6.07, 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 nevertheless to its
claim, if any, provided for in Section 6.07.

          (b) Upon request of any successor Trustee, the Issuer 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) of this Section.

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

          Section 6.12 Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided, that such corporation shall be otherwise qualified and eligible under
this Article, without the execution or filing of any paper or any further act on
the part of any of the parties hereto. In case any Debt 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 Debt Securities so authenticated
with the same effect as if such successor Trustee had itself authenticated such
Debt Securities. In case any Debt Securities shall not have been authenticated
by such predecessor Trustee, any such successor Trustee may authenticate and
deliver such Debt Securities, in either its own name or that of its predecessor
Trustee, with the full force and effect which this Indenture provides for the
certificate of authentication of the Trustee.

          Section 6.13 Preferential Collection of Claims Against Issuer. If and
when the Trustee shall be or become a creditor of the Issuer (or any other
obligor upon the Debt Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Issuer (or any such other obligor).

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<Page>

          Section 6.14 Appointment of Authenticating Agent. As long as any Debt
Securities remain Outstanding, the Trustee may upon the request of the Issuer,
by an instrument in writing, appoint an authenticating agent (the
"Authenticating Agent") which shall be authorized to act on behalf of the
Trustee to authenticate Debt Securities issued upon exchange, registration of
transfer, partial redemption or pursuant to Section 3.05. Debt Securities
authenticated by such Authenticating Agent shall be entitled to the benefits of
this Indenture and shall be valid and obligatory for all purposes as if
authenticated by such Trustee. Wherever reference is made in this Indenture to
the authentication and delivery of Debt Securities by the Trustee or to the
Trustee's Certificate of Authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a Certificate of Authentication executed on behalf of
such Trustee by such Authenticating Agent Such Authenticating Agent shall at all
times be a corporation organized and doing business under the laws of the United
States of America or of any State, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least
$50,000,000 (determined as provided in Section 6.09 with respect to the Trustee)
and subject to supervision or examination by Federal or State authority.

          Any corporation into which any Authenticating Agent may be merged or
converted, or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall continue to be
the Authenticating Agent without the execution or filing of any paper or any
further act on the part of the Trustee or such Authenticating Agent. Any
Authenticating Agent may at any time, and if it shall cease to be eligible
shall, resign by giving written notice of resignation to the applicable Trustee
and to the Issuer.

          Upon receiving such a notice of resignation, or in case at any time
any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee shall upon Issuer Request appoint a
successor Authenticating Agent, and the Issuer shall provide notice of such
appointment to the Holders in the manner and to the extent provided in Section
1.05. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent. The Issuer agrees to pay to the Authenticating
Agent from time to time reasonable compensation including reimbursement of its
reasonable expenses for its services. The Authenticating Agent shall have no
responsibility or liability for any action taken by it as such at the direction
of the Trustee.

                                   ARTICLE VII
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND ISSUER

          Section 7.01 Issuer to Furnish Trustee Names and Addresses of Holders.
The Issuer will furnish or cause to be furnished to the Trustee:

          (a) on each Regular Record Date for an Interest Payment Date, a list,
     in such form as the Trustee may reasonably require, of the names and
     addresses of the Holders as of such Regular Record Date; and

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          (b) at such other times as the Trustee may request in writing, within
     30 days after the receipt by the Issuer 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;

except that no such lists need be furnished under this Section 7.01 so long as
the Trustee is in possession thereof by reason of its acting as Security
Registrar.

          Section 7.02 Preservation of Information; Communication to Holders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, all information as to the names and addresses of Holders contained
in the most recent list furnished to the Trustee as provided in Section 7.01 or
received by it in the capacity of Paying Agent or Security Registrar (if so
acting) hereunder.

          The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished, destroy any information
received by it as Paying Agent or Security Registrar (if so acting) hereunder
upon delivering to itself as Trustee, not earlier than 45 days after an Interest
Payment Date, a list containing the names and addresses of the Holders obtained
from such information since the delivery of the next previous list, if any, and
destroy any list delivered to itself as Trustee which was compiled from
information received by it as Paying Agent or Security Registrar (if so acting)
hereunder upon the receipt of a new list so delivered.

          (b) If a Holder applies in writing to the Trustee, and furnishes to
the Trustee reasonable proof that it has owned a Debt Security for a period of
at least six months preceding the date of such application, and such application
states that the Holder desires to communicate with other Holders with respect to
their rights under this Indenture or under the Debt Securities and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, at its election either:

          (i)  afford such Holder access to the information preserved at the
     time by the Trustee in accordance with Section 7.02(a), or

          (ii) inform such Holder as to the approximate number of Holders whose
     names and addresses appear in the information preserved at the time by the
     Trustee in accordance with Section 7.02(a), and as to the approximate cost
     of mailing to such Holders the form of proxy or other communication,
     specified in such application.

          If the Trustee shall elect not to afford the Holder access to such
information, the Trustee shall, upon written request of such applicant, mail to
the Holders whose names and addresses appear in the information preserved at the
time by the Trustee in accordance with Section 7.02(a), a copy of the form of
proxy or other communication which is specified in such request, with reasonable
promptness after a tender to the Trustee of the material to be mailed and of
payment, or provision for the payment, of the reasonable expenses of mailing,
unless within five days after such tender the Trustee shall mail to such
applicant 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 or would be
in violation of applicable law. Such written statement shall specify the

                                       35
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basis of such opinion. In the event that the applicants decide to proceed
despite the Trustee's opinion and obtain an order of a court of competent
jurisdiction directing the Trustee to mail the applicable material, after entry
of such order and renewal of such tender, the Trustee shall mail copies of such
material to all such Holders; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

          (c) Every Holder of Debt Securities, by receiving and holding the
     same, agrees with the Issuer and the Trustee that neither the Issuer nor
     the Trustee nor any Paying Agent shall be held accountable by reason of the
     disclosure of any such information as to the names and addresses of the
     Holders in accordance with Section 7.02(b), regardless of the source from
     which such information was derived, and that the Trustee shall not be held
     accountable by reason of mailing any material pursuant to a request made
     under Section 7.02(b).

                                   ARTICLE VIII
                             CONCERNING THE HOLDERS

          Section 8.01 Acts of Holders. Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by an agent or proxy duly appointed in writing, and, except as herein otherwise
expressly provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Issuer. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Holders signing such instrument or instruments. Whenever in this Indenture
it is provided that the Holders of a specified percentage in aggregate principal
amount of the Outstanding Debt Securities may take any Act, the fact that the
Holders of such specified percentage have joined therein may be evidenced (a) by
the instrument or instruments executed by Holders in person or by agent or proxy
appointed in writing, or (b) by the record of Holders voting in favor thereof at
any meeting of such Holders duly called and held in accordance with the
provisions of Article IX, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of Holders.

          Section 8.02 Proof of Ownership; Proof of Execution of Instruments by
Holders. The ownership of the Debt Securities shall be proved by the Security
Register or by a certificate of the Security Registrar.

          Subject to the provisions of Sections 6.01, 6.03 and 9.05, proof of
the execution of a writing appointing an agent or proxy and of the execution of
any instrument by a Holder or his agent or proxy shall be sufficient and
conclusive in favor of the Trustee and the Issuer if made in the following
manner:

          The fact and date of the execution by any such person of any
instrument may be proved by the certificate of any notary public or other
officer authorized to take acknowledgment of deeds, that the person executing
such instrument acknowledged to him the execution thereof, or by an affidavit of
a witness to such execution sworn to before any such notary or other such
officer. Where such execution is by an officer of a corporation or association
or a member of a

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partnership on behalf of such corporation, association or partnership, as the
case may be, or by any other person acting in a representative capacity, such
certificate or affidavit shall also constitute sufficient proof of his
authority.

          The record of any Holders' meeting shall be proved in the manner
provided in Section 9.06.

          The Trustee may in any instance require further proof with respect to
any of the matters referred to in this Section so long as the request is a
reasonable one.

          If the Issuer shall solicit an Act from the Holders, the Issuer may,
at its option, by Board Resolution, fix in advance a record date for the
determination of Holders entitled to take such Act, but the Issuer shall have no
obligation to do so. Such record date shall be the record date specified in or
pursuant to such Board Resolution, which shall be a date not earlier than the
date 30 days prior to the first solicitation of Holders generally in connection
therewith and not later than the date such solicitation is completed.

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

          Section 8.03 Revocation of Consents; Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
8.01, of the taking of any Act by the Holders of the percentage in aggregate
principal amount of the Outstanding Debt Securities specified in this Indenture
in connection with such Act, any Holder of a Debt Security the number, letter or
other distinguishing symbol of which is shown by the evidence to be included in
the Debt Securities the Holders of which have consented to such Act may, by
filing written notice with the Trustee at the Corporate Trust Office and upon
proof of ownership as provided in Section 8.02, revoke such Act so far as it
concerns such Debt Security. Except as aforesaid, any such Act taken by the
Holder of any Debt Security shall be conclusive and binding upon such Holder and
upon all future Holders of such Debt Security and of any Debt Securities issued
on transfer or in lieu thereof or in exchange or substitution therefor,
irrespective of whether or not any notation in regard thereto is made upon such
Debt Security or such other Debt Securities.

                                   ARTICLE IX
                                HOLDERS' MEETINGS

          Section 9.01 Purposes of Meetings. A meeting of Holders may be called
at any time and from time to time pursuant to the provisions of this Article IX
for any of the following purposes:

          (a) to give any notice to the Issuer or to the Trustee, or to give any
     directions to the Trustee, or to consent to the waiving of any default
     hereunder and its

                                       37
<Page>

     consequences, or to take any other action authorized to be taken by Holders
     pursuant to any of the provisions of Article V;

          (b) to remove the Trustee and appoint a successor Trustee pursuant to
     the provisions of Article VI;

          (c) to consent to the execution of an indenture or indentures
     supplemental hereto pursuant to the provisions of Section 11.02; or

          (d) to take any other action authorized to be taken by or on behalf of
     the Holders of any specified aggregate principal amount of the Outstanding
     Debt Securities under any other provision of this Indenture or under
     applicable law.

          Section 9.02 Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Holders to take any action specified in Section 9.01, to be
held at such time or times and at such place in New York or Wilmington, Delaware
as the Trustee shall determine. Notice of every meeting of the Holders, setting
forth the time and place of such meeting and in general terms the action
proposed to be taken at such meeting, shall be given to Holders in the manner
and to the extent provided in Section 1.05. Such notice shall be given not less
than 20 days or more than 180 days prior to the date fixed for the meeting.

          Section 9.03 Call of Meetings by Issuer or Holders. In case at any
time the Issuer, pursuant to a Board Resolution, or the Holders of not less than
10% in aggregate principal amount of the Outstanding Debt Securities shall have
requested the Trustee to call a meeting of the Holders by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have given the notice of such meeting within
20 days after the receipt of such request, then the Issuer or such Holders may
determine the time or times and the place or places for such meetings and may
call such meetings to take any action authorized in Section 9.01, by giving
notice thereof as provided in Section 9.02.

          Section 9.04 Qualifications for Voting. To be entitled to vote at any
meeting of Holders a Person shall be a Holder or a Person appointed by an
instrument in writing as agent or proxy by such Holder. The only Persons who
shall be entitled to be present or to speak at any meeting of Holders shall be
the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee with respect to which such meeting is being held
and its counsel and any representatives of the Issuer and its counsel.

          Section 9.05 Regulations. Notwithstanding any other provisions of this
Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Holders, in regard to proof of the holding of Debt
Securities and of the appointment of proxies, and in regard to the appointment
and duties of inspectors of votes, the submission and examination of proxies,
certificates and other evidence of the right to vote, and such other matters
concerning the conduct of the meeting as it shall deem appropriate.

          The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the Issuer
or by Holders as provided in Section 9.03, in which case the Issuer or the
Holders calling the meeting, as the case may be,

                                       38
<Page>

shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by a majority vote of the
meeting.

          Subject to the provisos in the definition of "Outstanding," at any
meeting each Holder or proxy therefor shall be entitled to one vote for each
$1,000 principal amount of Debt Securities held or represented by him; PROVIDED,
HOWEVER, that no vote shall be cast or counted at any meeting in respect of any
Debt Security challenged as not Outstanding and ruled by the chairman of the
meeting to be not Outstanding. The chairman of the meeting shall have no right
to vote other than by virtue of Outstanding Debt Securities held by him or
instruments in writing duly designating him as the person to vote on behalf of
Holders. Any meeting of Holders with respect to which a meeting was duly called
pursuant to the provisions of Section 9.02 or 9.03 may be adjourned from time to
time by a majority of such Holders present and the meeting may be held as so
adjourned without further notice.

          Section 9.06 Voting. The vote upon any resolution submitted to any
meeting of Holders with respect to which such meeting is being held shall be by
written ballots on which shall be subscribed the signatures of such Holders or
of their representatives by proxy and the serial number or numbers of the Debt
Securities held or represented by them. The permanent chairman of the meeting
shall appoint two inspectors of votes who shall count all votes cast at the
meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in duplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Holders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes
on any vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was transmitted as provided in Section 9.02. The record
shall show the serial numbers of the Debt Securities voting in favor of or
against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Issuer and the other to the Trustee to be
preserved by the Trustee.

          Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

          Section 9.07 No Delay of Rights by Meeting. Nothing in this Article IX
contained shall be deemed or construed to authorize or permit, by reason of any
call of a meeting of Holders or any rights expressly or impliedly conferred
hereunder to make such call, any hindrance or delay in the exercise of any right
or rights conferred upon or reserved to the Trustee or to any Holder under any
of the provisions of the Indenture or of the Debt Securities.

          Section 9.08 Quorum; Actions. The Persons entitled to vote a majority
in principal amount of the Debt Securities shall constitute a quorum for a
meeting of Securityholders; provided, however, that if any action is to be taken
at such meeting with respect to a consent, waiver, request, demand, notice,
authorization, direction or other action which may be given by the holders of
not less than a specified percentage in principal amount of the Debt Securities,
the Persons holding or representing such specified percentage in principal
amount of the Debt Securities will constitute a quorum. In the absence of a
quorum within 30 minutes of the time appointed for any such meeting, the meeting
shall, if convened at the request of

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Securityholders, be dissolved. In any other case the meeting may be adjourned
for a period of not less than 10 days as determined by the permanent chairman of
the meeting prior to the adjournment of such meeting. In the absence of a quorum
at any such adjourned meeting, such adjourned meeting may be further adjourned
for a period of not less than 10 days as determined by the permanent chairman of
the meeting prior to the adjournment of such adjourned meeting. Notice of the
reconvening of any adjourned meeting shall be given as provided in Section 9.02,
except that such notice need be given only once not less than five days prior to
the date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the principal amount of the Debt Securities which shall
constitute a quorum.

          Except as limited by the proviso in the first paragraph of Section
11.02, any resolution presented to a meeting or adjourned meeting duly
reconvened at which a quorum is present as aforesaid may be adopted by the
affirmative vote of the holders of not less than a majority in principal amount
of the Debt Securities; PROVIDED, HOWEVER, that, except as limited by the
proviso in the first paragraph of Section 11.02, any resolution with respect to
any consent, waiver, request, demand, notice, authorization, direction or other
action that this Indenture expressly provides may be given by the holders of not
less than a specified percentage in principal amount of the Debt Securities may
be adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid only by the affirmative vote of the holders of a
not less than such specified percentage in principal amount of the Debt
Securities.

          Any resolution passed or decision taken at any meeting of holders of
Debt Securities duly held in accordance with this Section shall be binding on
all the Securityholders, whether or not present or represented at the meeting.

                                   ARTICLE X
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

          Section 10.01 Issuer May Consolidate, etc., Only on Certain Terms. The
Issuer shall not consolidate with or merge into any other corporation or convey,
transfer or lease its properties and assets substantially as an entirety to any
Person, unless:

          (a) the corporation formed by such consolidation or into which the
     Issuer is merged or the Person which acquires by conveyance or transfer, or
     which leases, the properties and assets of the Issuer substantially as an
     entirety (the "successor corporation") shall be a corporation organized and
     existing under the laws of the United States or any state or territory
     thereof or the District of Columbia and shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form satisfactory to the Trustee, the due and punctual payment of the
     principal of and interest on all the Debt Securities and the performance of
     every covenant of this Indenture on the part of the Issuer to be performed
     or observed;

          (b) immediately after giving effect to such transaction and treating
     any indebtedness that becomes an obligation of the Issuer as a result of
     such transaction as having been incurred by the Issuer at the time of such
     transaction, no Default, and no

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     event that, after notice or lapse of time, or both, would become a Default,
     shall have happened and be continuing; and

          (c) the Issuer has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel each stating that such consolidation, merger,
     conveyance, transfer or lease, and the assumption by any successor entity,
     and such supplemental indenture comply with this Article and that all
     conditions precedent herein provided for relating to such transaction have
     been complied with.

          Section 10.02 Successor Corporation Substituted. Upon any
consolidation with or merger into any other corporation, or any conveyance,
transfer or lease of the properties and assets of the Issuer substantially as an
entirety in accordance with Section 10.01, the successor corporation formed by
such consolidation or into which the Issuer is merged or to which such
conveyance, transfer or lease is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Issuer under this Indenture with
the same effect as if such successor corporation had been named as the Issuer
herein, and thereafter, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Debt Securities.

          Section 10.03 Opinion of Counsel. The Trustee shall be entitled to
receive and, subject to Sections 6.01 and 6.03, shall be protected in relying
upon an Opinion of Counsel as conclusive evidence that any such consolidation,
merger, sale, conveyance or lease and any such assumption complies with the
provisions of this Article.

                                   ARTICLE XI
                             SUPPLEMENTAL INDENTURES

          Section 11.01 Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders, the Issuer, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

          (a) to evidence the succession of another corporation to the Issuer
     and the assumption by such successor of the covenants of the Issuer herein
     and in the Debt Securities contained; or

          (b) to add to the covenants of the Issuer, for the benefit of the
     Holders, or to surrender any right or power herein conferred upon the
     Issuer; or

          (c) to add any additional Defaults or Events of Default; or

          (d) to change or eliminate any of the provisions of this Indenture,
     PROVIDED that any such change or elimination shall become effective only
     when there is no Outstanding Debt Security created prior to the execution
     of such supplemental indenture that is entitled to the benefit of such
     provision and as to which such supplemental indenture would apply; or

          (e) to establish the form or terms of Debt Securities; or

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<Page>

          (f) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee pursuant to the requirements of Section
     6.11; or

          (g) to evidence any changes to Section 6.08 or 6.09 permitted by the
     terms thereof; or

          (h) to cure any ambiguity, to correct or supplement any provision
     herein that may be defective or inconsistent with any other provision
     herein, or to make any other provisions with respect to matters or
     questions arising under this Indenture that shall not be inconsistent with
     any provision of this Indenture; PROVIDED, that such other provisions shall
     not adversely affect the interests of the Holders of Outstanding Debt
     Securities created prior to the execution of such supplemental indenture in
     any material respect.

          Section 11.02 Supplemental Indentures With Consent of Holders. With
the consent of the Holders of not less than a majority in aggregate principal
amount of the Outstanding Debt Securities affected by such supplemental
indenture voting separately, by Act of said Holders delivered to the Issuer and
the Trustee, the Issuer, when authorized by a Board Resolution, and the Trustee
may enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture of such Debt Securities; provided, however, that no
such supplemental indenture shall, without such consent of the Holder of each
Outstanding Debt Security affected thereby,

          (a) change the Maturity Date or Interest Payment Date of any Debt
     Security, or reduce the principal amount thereof or the Interest Rate
     payable upon redemption thereof, or reduce the amount provable in
     bankruptcy or insolvency pursuant to Section 5.04, or change any Place of
     Payment where, or the currency in which, any Debt Security or the interest
     thereon is payable, or impair the right to institute suit for the
     enforcement of any payment on or after the Maturity Date thereof; or

          (b) reduce the percentage in principal amount of the Outstanding Debt
     Securities, the consent of whose Holders is required for any supplemental
     indenture, or the consent of whose Holders is required for any waiver of
     compliance with certain provisions of this Indenture or certain defaults
     hereunder and their consequences provided for in this Indenture; or

          (c) modify any of the provisions of this Section or Section 5.13,
     except to increase any such percentage or to provide that certain other
     provisions of this Indenture cannot be modified or waived without the
     consent of the Holder of each Outstanding Debt Security affected thereby;
     PROVIDED, HOWEVER, that this clause shall not be deemed to require the
     consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section, or the deletion of this
     proviso, in accordance with the requirements of Sections 6.11 and 11.01(f).

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

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<Page>

          Section 11.03 Execution of Supplemental Indentures. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
6.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture that adversely affects the Trustee's own rights,
duties or immunities under this Indenture or otherwise in a material way.

          Section 11.04 Effect of Supplemental Indentures. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Debt Securities theretofore
or thereafter authenticated and delivered hereunder shall be bound thereby.

          Section 11.05 Reference in Debt Securities to Supplemental Indentures.
Debt Securities authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article may, and shall if required by
the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Trustee shall
so determine, new Debt Securities so modified as to conform, in the opinion of
the Board of Directors of the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Trustee in exchange for Outstanding Debt Securities.

          Section 11.06 Subordination Unimpaired. No supplemental indenture
entered into under this Article shall modify, directly or indirectly, the
provisions of Article XIV or the definition of Senior Indebtedness in Section
1.01 in any manner that might alter or impair the subordination of the Debt
Securities with respect to Senior Indebtedness then outstanding unless each
holder of such Senior Indebtedness has consented thereto in writing.

          Section 11.07 Notice of Supplemental Indenture. Promptly after the
execution by the Issuer and the Trustee of any supplemental indenture pursuant
to Section 11.02, the Issuer shall transmit to the Holders a notice setting
forth the substance of such supplemental indenture.

                                   ARTICLE XII
                                    COVENANTS

          Section 12.01 Payment of Principal and Interest. The Issuer covenants
and agrees for the benefit of the Debt Securities, that it will duly and
punctually pay the principal of and interest on the Debt Securities in
accordance with the terms of the Debt Securities and this Indenture. At the
option of the Issuer, each installment of interest on the Debt Securities may be
paid (i) by mailing checks for such interest payable to the order of the holders
of Debt Securities entitled thereto as they appear on the registrar or (ii) by
wire transfer to any account with a banking institution located in the United
States designated by such Person to the paying agent no later than the related
record date.

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<Page>

          Section 12.02 Tax Treatment of the Debt Securities. The Issuer will
treat the Debt Securities as indebtedness, and the interest payable in respect
of such Debt Securities (including any Additional Interest) as interest, for all
U.S. federal income tax purposes. All payments in respect of such Debt
Securities will be made free and clear of U.S. withholding tax provided, that
any beneficial owner thereof has provided an Internal Revenue Service Form W8
BEN (or any substitute or successor form) establishing its non-U.S. status for
U.S. federal income tax purposes.

          Section 12.03 Maintenance of Office or Agency. The Issuer will
maintain in Wilmington, Delaware, in Leawood, Kansas or in each Place of Payment
an office or agency where Debt Securities may be presented or surrendered for
payment, where Debt Securities may be surrendered for transfer or exchange and
where notices and demands to or upon the Issuer in respect of the Debt
Securities and this Indenture may be served. The Issuer will give prompt written
notice to the Trustee of the location, and any change in the location, of such
office or agency. If at any time the Issuer shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Issuer hereby
appoints the Trustee as its agent to receive all presentations, surrenders,
notices and demands.

          The Issuer may also from time to time designate different or
additional offices or agencies to be maintained for such purposes (in or outside
of such Place of Payment), and may from time to time rescind any such
designations; PROVIDED, HOWEVER, that no such designation or rescission shall in
any manner relieve the Issuer of its obligations described in the preceding
paragraph. The Issuer will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency.

          Section 12.04 Money for Debt Securities; Payments To Be Held in Trust.
If the Issuer shall at any time act as its own Paying Agent with respect of Debt
Securities, it will, on or before each Interest Payment Date and the Maturity
Date, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the interest and principal interest so becoming
due, respectively, until such sums shall be paid to such Persons or otherwise
disposed of as herein provided, and will promptly notify the Trustee of its
action or failure so to act.

          Whenever the Issuer shall have one or more Paying Agents it will,
prior to each Interest Payment Date and the Maturity Date, deposit with any such
Paying Agent a sum sufficient to pay the principal or interest so becoming due,
such sum to be held in trust for the benefit of the Persons entitled thereto,
and (unless any such Paying Agent is the Trustee) the Issuer will promptly
notify the Trustee of its action or failure so to act.

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

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

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<Page>

          (b) give the Trustee notice of any default by the Issuer (or any other
     obligor upon the Debt Securities) in the making of any payment of principal
     of or interest on the Debt Securities; and

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

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

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Issuer, in trust for the payment of the principal of or interest on any
Debt Security and remaining unclaimed for two years after such principal or
interest has become due and payable shall be paid to the Issuer upon Issuer
Request, or (if then held by the Issuer) shall be discharged from such trust,
and the Holder of such Debt Security shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Issuer as trustee thereof, shall thereupon cease; PROVIDED, HOWEVER, that
the Trustee or such Paying Agent before being required to make any such
repayment, may at the expense of the Issuer cause to be transmitted in the
manner and to the extent provided by Section 1.05, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such notification, any unclaimed balance of
such money then remaining will be repaid to the Issuer.

          Section 12.05 Officers' Certificate as to Default. The Issuer will
deliver to the Trustee, on or before a date not more than four months after the
end of each fiscal year of the Issuer, so long as Debt Securities are
Outstanding hereunder, an Officers' Certificate (one of the signers of which
shall be the principal executive, principal financial or principal accounting
officer of the Issuer), stating whether or not to the best knowledge of the
signers thereof the Issuer is in default in the performance and observation of
any of the terms, provisions and conditions of this Indenture, and, if the
Issuer shall be in default, specifying all such defaults and the nature thereof
of which they may have knowledge. Such compliance shall be determined without
regard to periods of grace or notice requirements.

          Section 12.06 Regulatory Reports. So long as the only Holder of the
Debt Securities is MM Community Funding II, Ltd, the Issuer will deliver a copy
of its regulatory financial report on FRY-9C to the Holder promptly following
its filing with the Issuer's federal regulatory authority.

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<Page>

                                   ARTICLE XIIA
                              TAX EVENT REDEMPTION

          Section 12.01A. Tax Redemption. If a Tax Event shall occur and be
continuing, the Company shall have the right, subject to the receipt by the
Company of prior approval from the Federal Reserve if then required under
applicable capital guidelines or policies of the Federal Reserve, to redeem the
Debt Securities, in whole but not in part, at any time within 90 days following
the occurrence of such Tax Event (the "Tax Redemption Date"), at the Tax
Redemption Price.

          Section 12.02A. Notice of Redemption; Selection of Debt Securities. In
case the Company shall desire to exercise the right to redeem all of the Debt
Securities, it shall fix a date for redemption and shall mail a notice of such
redemption at least 30 and not more than 60 days prior to the date fixed for
redemption to the holders of Debt Securities so to be redeemed at their last
addresses as the same appear on the Security Register. Such mailing shall be by
first class mail. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the holder of any Debt Security designated for
redemption as a whole shall not affect the validity of the proceedings for the
redemption of any other Debt Security.

          Each such notice of redemption shall specify the CUSIP number, if any,
of the Debt Securities to be redeemed, the date fixed for redemption, the
redemption price at which Debt Securities are to be redeemed, the place or
places of payment, that payment will be made upon presentation and surrender of
such Debt Securities, that interest accrued to the date fixed for redemption
will be paid as specified in said notice, and that on and after said date
interest thereon or on the portions thereof to be redeemed will cease to accrue.

          Prior to 10:00 a.m. New York City time on the Tax Redemption Date
specified in the notice of redemption given as provided in this Section, the
Company will deposit with the Trustee or with one or more payment agents an
amount of money sufficient to redeem on the redemption date all the Debt
Securities so called for redemption at the appropriate redemption price,
together with accrued interest to the date fixed for redemption.

          The Company will give the Trustee notice not less than 45 nor more
than 60 days prior to the redemption date as to the redemption price at which
the Debt Securities are to be redeemed and the aggregate principal amount of
Debt Securities to be redeemed and the Trustee shall select, in such manner as
in its sole discretion it shall deem appropriate and fair, the Debt Securities
(in integral multiples of $1,000) to be redeemed.

          Section 12.03A. Payment of Debt Securities Called for Redemption. If
notice of redemption has been given as provided in Section 12.02A, the Debt
Securities with respect to which such notice has been given shall become due and
payable on the Tax Redemption Date and at the place or places stated in such
notice at the applicable redemption price, together with interest accrued to the
date fixed for redemption and any Additional Interest, and on and after said Tax
Redemption Date (unless the Company shall default in the payment of such Debt
Securities at the redemption price, together with interest accrued to said date)
interest on the

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Debt Securities so called for redemption shall cease to accrue. On presentation
and surrender of such Debt Securities at a place of payment specified in said
notice, such Debt Securities shall be paid and redeemed by the Company at the
applicable redemption price, together with interest accrued thereon to the Tax
Redemption Date.

                                  ARTICLE XIII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

          Section 13.01 Indenture and Debt Securities Solely Corporate
Obligations. No recourse for the payment of the principal of or interest on any
Debt Security, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Issuer in this Indenture or in any supplemental indenture, or in any such Debt
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer, director, employee
or agent, as such, past, present or future, of the Issuer or of any successor
corporation of the Issuer, either directly or through the Issuer or any
successor corporation of the Issuer, 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 all such liability is hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of the Debt Securities.

                                   ARTICLE XIV
                        SUBORDINATION OF DEBT SECURITIES

          Section 14.01 Agreement to Subordinate. The Issuer, for itself, its
successors and assigns, covenants and agrees, and each Holder of a Debt Security
likewise covenants and agrees by such Holder's acceptance thereof, that the
obligation of the Issuer to make any payment on account of the principal of and
interest on each and all of the Debt Securities shall, to the extent and in the
manner provided herein, be subordinate and junior in right of payment to the
Issuer's obligations to the holders of Senior Indebtedness.

          In the event of any insolvency, bankruptcy, reorganization,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings or any liquidation, dissolution or winding-up of or relating to the
Issuer as a whole, whether voluntary or involuntary, all obligations of the
Issuer to holders of Senior Indebtedness shall be entitled to be paid in full
before any payment, whether in cash, property or otherwise, shall be made on any
account of the principal of or interest on any of the Debt Securities. In the
event of any such proceeding, after payment in full of all sums owing with
respect to Senior Indebtedness, the Holders shall be entitled ratably to be paid
from the remaining assets of the Issuer the amounts at the time due and owing on
account of unpaid principal of and interest, if any, on the Debt Securities. In
addition, in the event of any such proceeding, if any payment or distribution of
assets of the Issuer of any kind or character, whether in cash, property or
securities (other than securities of the Issuer or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Debt Securities, to the
payment of all Senior Indebtedness at the time outstanding and to any securities
issued in respect thereof under any

                                       47
<Page>

such plan of reorganization or readjustment), including any such payment or
distribution that may be payable or deliverable by reason of the payment of any
other indebtedness of the Issuer being subordinated to the payment of the Debt
Securities, shall be received by the Trustee or the Holders before all Senior
Indebtedness is paid in full, such payment or distribution shall be held (in
trust if received by such Holders) for the benefit of and shall be paid over to
the holders of such Senior Indebtedness or their representative or
representatives or to the trustee or trustees under any indenture under which
any instruments evidencing any of such Senior Indebtedness may have been issued,
ratably, for application to the payment of all Senior Indebtedness remaining
unpaid until all such Senior Indebtedness shall have been paid in full, after
giving effect to any concurrent payment or distribution to the holders of such
Senior Indebtedness.

          The subordination provisions of the foregoing paragraph shall not be
applicable to amounts at the time due and owing on the Debt Securities on
account of the unpaid principal of or interest, if any, on the Debt Securities
for the payment of which funds have been deposited in trust with the Trustee or
any Paying Agent or have been set aside by the Issuer in trust in accordance
with the provisions of this Indenture; nor shall such provisions impair any
rights, interests, remedies or powers of any secured creditor of the Issuer in
respect of any security the creation of which is not prohibited by the
provisions of this Indenture.

          The Holders of Debt Securities and the Trustee, in respect of any
claims of the Holders to payment of any principal or interest in respect of any
Debt Securities, by their acceptance thereof will be deemed to have waived any
right of set-off or counterclaim that such Holders or (subject to Section 6.07)
the Trustee, respectively, in such respect, might otherwise have.

          The Issuer shall give prompt written notice to the Trustee of any
insolvency, bankruptcy, reorganization, readjustment of debt, marshalling of
assets and liabilities or similar proceedings or any liquidation, dissolution or
winding-up or relating to the Issuer as a whole, whether voluntary or
involuntary, or of any default with respect to any Senior Indebtedness that
would prevent the Trustee from making any payment in respect of the Debt
Securities under this Section. The Trustee, subject to the provisions of Section
6.01, shall be entitled to assume that, and may act as if, no such event has
occurred unless a Responsible Officer of the Trustee assigned to the Corporate
Trust Office has received at the Corporate Trust Office of the Trustee from the
Issuer or any one or more holders of Senior Indebtedness or any liquidating
trustee of the Issuer (who shall have been certified or otherwise established to
the satisfaction of the Trustee to be such a holder or trustee) written notice
thereof. Upon any distribution of assets of the Issuer referred to in this
Article, the Trustee and Holders shall be entitled to rely conclusively upon a
certificate of the liquidating trustee, any order or decree entered by a court
of competent jurisdiction, or other Person making any distribution to the
Trustee or to the Holders for the purpose of ascertaining the Persons entitled
to participate in such distribution, the holders of the Senior Indebtedness, the
amount thereof or payable thereon, the amount or amounts paid or distributed
thereon and all other facts pertinent thereto or to this Article. In the absence
of a certificate from any such liquidating trustee, receiver, agent or other
Person, the Trustee, subject to Section 6.01, shall be entitled to rely
conclusively upon a written notice by a Person representing himself or herself
to be a holder of Senior Indebtedness (or a trustee or representative on behalf
of such holder) as evidence that such Person is a holder of such Senior
Indebtedness (or is such a trustee or representative). In the event that the
Trustee determines, in

                                       48
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its discretion, that further evidence is required with respect to the right of
any Person, as a holder of Senior Indebtedness, to participate in any payment or
distribution pursuant to this Section, the Trustee may request such Person to
furnish evidence to the reasonable satisfaction of the Trustee as to the amount
of such Senior Indebtedness held by such Person, as to the extent to which such
Person is entitled to participate in such payment or distribution, and as to
other facts pertinent to the rights of such Person under this Section, 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 14.02 Obligation of the Issuer Unconditional and Payment
Permitted if no Default. Subject to the provisions of this Article and the terms
of the Debt Securities, nothing contained in this Article or elsewhere in this
Indenture is intended to or shall impair, as between the Issuer and the Holders,
the obligation of the Issuer, which is absolute and unconditional, to pay to
such Holders the principal of and interest on the Debt Securities when, where
and as the same shall become due and payable, all in accordance with the terms
of the Debt Securities, or is intended to or shall affect the relative rights of
such Holders and creditors of the Issuer other than the holders of Senior
Indebtedness, nor shall anything herein or therein prevent the Trustee or the
Holder of any Debt Security from exercising all remedies otherwise permitted by
applicable law upon default under this Indenture, subject to the rights, if any,
under this Article of the holders of Senior Indebtedness in respect of cash,
property or securities of the Issuer received upon the exercise of any such
remedy.

          Section 14.03 Limitations on Duties to Holders of Senior Indebtedness.
In the event and during the continuation of any default in the payment of
principal of or interest on, any Senior Indebtedness beyond any applicable
period of grace, or in the event that the maturity of any Senior Indebtedness
has been accelerated because of a default, then, unless and until such default
or event of default shall have been cured or waived or shall have ceased to
exist, no payment of principal of or interest, if any, on the Debt Securities,
or in respect of any redemption, exchange, retirement, purchase or other
acquisition of any of the Debt Securities, shall be made by the Issuer.

          In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 14.03, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their respective representatives, or to the trustee or trustees
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, but only to the extent
that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days of
such payment of the amounts then due and owing on the Senior Indebtedness and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of Senior Indebtedness

          Section 14.04 Notice to Trustee of Facts Prohibiting Payments. The
Issuer shall give prompt written notice to a Responsible Officer of the Trustee
at the Corporate Trust Office of any fact known to the Issuer that would
prohibit the making of any payment of monies to or by the Trustee in respect of
the Debt Securities pursuant to the provisions of this Article XIV.
Notwithstanding any of the provisions of this Article or any other provision of
this Indenture, the

                                       49
<Page>

Trustee shall not at any time be charged with knowledge of the existence of any
facts that would prohibit the making of any payment of funds to or by the
Trustee unless and until a Responsible Officer of the Trustee assigned to its
Corporate Trust Division shall have received at the Corporate Trust Office
written notice thereof from the Issuer or from one or more holders of Senior
Indebtedness or from any trustee therefor who shall have been certified by the
Issuer or otherwise established to the reasonable satisfaction of the Trustee to
be such a holder or trustee; and, prior to the receipt of such written notice,
the Trustee, subject to the provisions of Section 6.01, shall be entitled in all
respects to assume that no such facts exist; provided, however, that if prior to
the fifth Business Day preceding the date upon which by the terms hereof any
such funds may become payable, or if prior to the third Business Day preceding
the date of the execution of instruments pursuant to Section 4.01 acknowledging
satisfaction and discharge of this Indenture, the Trustee shall not have
received with respect to such funds the notice provided for in this Section,
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such moneys and/or apply the same
to the purpose for which they were received and shall not be affected by any
notice to the contrary that may be received by it on or after such date;
provided, however, no such application shall affect the obligations under this
Article of the Persons receiving such moneys from the Trustee.

          Section 14.05 Application by Trustee of Moneys Deposited With It.
Anything in this Indenture to the contrary notwithstanding, any deposit of a sum
by the Issuer with the Trustee or any agent (whether or not in trust) for any
payment of the principal of or interest on any Debt Securities shall, except as
provided in Section 14.04, is subject to the provisions of Section 14.01.

          Section 14.06 Subrogation. Subject to the payment in full of all
Senior Indebtedness, the Holders shall be subrogated to the rights of the
holders of such Senior Indebtedness to receive payments or distributions of
assets of the Issuer applicable to such Senior Indebtedness until the Debt
Securities shall be paid in full, and none of the payments or distributions to
the holders of such Senior Indebtedness to which the Holders or the Trustee
would be entitled except for the provisions of this Article or of payments over,
pursuant to the provisions of this Article, to the holders of such Senior
Indebtedness by the Holders or the Trustee shall, as among the Issuer, its
creditors other than the holders of such Senior Indebtedness, and the Holders,
be deemed to be a payment by the Issuer to or on account of such Senior
Indebtedness; it being understood that the provisions of this Article are and
are intended solely for the purpose of defining the relative rights of the
Holders, on one hand, and the holders of the Senior Indebtedness, on the other
hand.

          Section 14.07 Subordination Rights Not Impaired by Acts or Omissions
of Company or Holders of Senior Indebtedness. No right of any present or future
holders of any Senior Indebtedness 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 Issuer or by any act or failure to act, in good faith, by
any such holder, or by any noncompliance by the Issuer with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
with which any such holder may have or be otherwise charged. The holders of
Senior Indebtedness may, at any time or from time to time and in their absolute
discretion, change the manner, place or terms of payment, change or extend the
time of payment of, or renew or alter, any such Senior Indebtedness, or amend or
supplement any instrument pursuant to which any such Senior

                                       50
<Page>

Indebtedness is issued or by which it may be secured, or release any security
therefor, or exercise or refrain from exercising any other of their rights under
the Senior Indebtedness including, without limitation, the waiver of default
thereunder, all without notice to or assent from the Holders or the Trustee and
without affecting the obligations of the Issuer, the Trustee or the Holders
under this Article.

          Section 14.08 Authorization of Trustee to Effectuate Subordination of
Debt Securities. Each Holder of a Debt Security, by his or her acceptance
thereof, authorizes and expressly directs the Trustee on his or her behalf to
take such action as may be necessary or appropriate to effectuate, as between
the Holders and the holders of Senior Indebtedness, the subordination provided
in this Article. If, in the event of any proceeding or other action relating to
the Issuer referred to in the second paragraph of Section 14.01, a proper claim
or proof of debt in the form required in such proceeding or action is not filed
by or on behalf of the Holders prior to 15 days before the expiration of the
time to file such claim or claims, then the holder or holders of Senior
Indebtedness shall have the right to file and are hereby authorized to file an
appropriate claim for and on behalf of the Holders.

          Section 14.09 Right of Trustee to Hold Senior Indebtedness. The
Trustee shall be entitled to all of the rights set forth in this Article in
respect of any Senior Indebtedness at any time held by it in its individual
capacity to the same extent as any other holder of such Senior Indebtedness, and
nothing in this Indenture shall be construed to deprive the Trustee of any of
its rights as such holder.

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

          Nothing in this Article XIV shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.07.

          Section 14.10 Article XIV Not to Prevent Defaults (Including Events of
Default. The failure to make a payment pursuant to the terms of the Debt
Securities by reason of any provision in this Article shall not be construed as
preventing the occurrence of a Default (including an Event of Default, if any).

          Section 14.11 Article Applicable to Paying Agents. The term "Trustee"
as used in this Article shall (unless the context shall otherwise require) be
construed as extending to and including each Paying Agent appointed by the
Issuer and acting hereunder within its meaning as fully for all intents and
purposes as if the Paying Agent were named in this Article in addition to or in
place of the Trustee; provided, however, that Sections 14.04 and 14.09 shall not
apply to the Issuer or any Affiliate of the Issuer if the Issuer or such
Affiliate acts as Paying Agent.

                                       51
<Page>

                                    * * * * *

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

                                       52
<Page>

          IN WITNESS WHEREOF, the parties hereto have caused this Indenture to
be duly executed, and their respective corporate seals to be hereunto affixed
and attested, all as of the day and year first above written.

                                                Gold Banc Corporation, Inc.

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

                                                WILMINGTON TRUST COMPANY,
                                                as Trustee, Paying Agent and
                                                Securities Registrar

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

                                       53
<Page>

                FORM OF FLOATING RATE SUBORDINATED DEBT SECURITY
                               [FACE OF SECURITY]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER ANY FEDERAL LAW, INCLUDING THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN
MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF EXCEPT PURSUANT TO ANY APPLICABLE REGISTRATION REQUIREMENTS UNDER
FEDERAL LAW OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS OR UNLESS SUCH
TRANSACTION IS NOT SUBJECT TO ANY SUCH REGISTRATION REQUIREMENTS. THE HOLDER OF
THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY ONLY (A) TO THE COMPANY, (B) PURSUANT TO AN AVAILABLE
EXEMPTION FROM ANY APPLICABLE REGISTRATION REQUIREMENTS OR (C) IF SUCH OFFER,
SALE OR OTHER TRANSFER IS NOT SUBJECT TO REGISTRATION UNDER APPLICABLE FEDERAL
LAW, SUBJECT TO THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
PURSUANT TO CLAUSE (B) OR (C) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION OR OTHER INFORMATION SATISFACTORY TO IT IN ACCORDANCE WITH THE
INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE COMPANY. THE HOLDER OF THIS
SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (EACH A "PLAN"), OR AN ENTITY
WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" BY REASON OF ANY PLAN'S INVESTMENT
IN THE ENTITY AND NO PERSON INVESTING "PLAN ASSETS" OF ANY PLAN MAY ACQUIRE OR
HOLD THIS SECURITY OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS
ELIGIBLE FOR THE EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT
PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO
SUCH PURCHASE OR HOLDING. ANY PURCHASER OR HOLDER OF THIS SECURITY OR ANY
INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING
THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF
SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN OR PLAN,

                                       54
<Page>

OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR
PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT RESULT IN A
PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE
FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE EXEMPTION.

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE
INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.

THIS SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING A
PRINCIPAL AMOUNT OF NOT LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS
THEREOF. ANY ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING A PRINCIPAL
AMOUNT OF LESS THAN $100,000 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT
WHATSOEVER. ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER
OF THIS SECURITY FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS SECURITY, AND SUCH PURPORTED TRANSFEREE SHALL BE DEEMED TO
HAVE NO INTEREST WHATSOEVER IN THIS SECURITY.

THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES OR ANY
AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT INSURANCE
CORPORATION.

THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND THE CLAIMS OF
GENERAL AND SECURED CREDITORS OF THE COMPANY, IS INELIGIBLE AS COLLATERAL FOR A
LOAN BY THE COMPANY AND IS NOT SECURED.

<Page>

Certificate No. ___

                Floating Rate Subordinated Debt Security Due 2011

                                       of

                           Gold Banc Corporation, Inc.

Gold Banc Corporation, Inc., a Kansas state corporation (the "Company"), for
value received, hereby promises to pay to __________________________ (the
"Holder"), or registered assigns, the principal sum of _____________________ on
December 8, 2011, and to pay interest thereon from November 28, 2001, or the
most recent interest payment date (each such date, an "Interest Payment Date")
to which interest has been paid or duly provided for, semi-annually in arrears
on June 8th and December 8th of each year commencing June 8, 2002, at a variable
per annum rate equal to LIBOR (as defined in the Indenture) plus 3.75%
(provided, that the applicable Interest Rate may not exceed 12.5%) until the
principal hereof shall have become due and payable, and on any overdue principal
and (without duplication and to the extent that payment of such interest is
enforceable under applicable law) on any overdue installment of interest at an
annual rate equal to the Interest Rate in effect for each such period compounded
semi-annually. The amount of interest payable on any Interest Payment Date shall
be computed on the basis of a 360-day year and the actual number of days elapsed
in the relevant interest period. In the event that any date on which interest is
payable on this Debt Security is not a Business Day, then payment of interest
payable on such date will be made on the next succeeding day that is a Business
Day (and without any interest or other payment in respect of any such delay),
except that, if such Business Day is in the next succeeding calendar year, such
payment shall be made on the immediately preceding Business Day, in each case
with the same force and effect as if made on such date. The interest installment
so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name
this Debt Security (or one or more Predecessor Securities, as defined in the
Indenture) is registered at the close of business on the Regular Record Date for
such interest installment, which shall be the fifteenth day prior to an Interest
Payment Date whether or not such date is a Business Day. Any such interest
installment not punctually paid or duly provided for shall forthwith cease to be
payable to the registered holders on such Regular Record Date and may be paid to
the Person in whose name this Debt Security (or one or more Predecessor Debt
Securities) is registered at the close of business on a special record date to
be fixed by the Trustee for the payment of such defaulted interest, notice
whereof shall be given to the registered holders of the Debt Securities not more
than 15 days and not less than 10 days prior to such special record date, all as
more fully provided in the Indenture, or in any other lawful manner consistent
with the provisions of the Indenture. The principal of and interest on this Debt
Security shall be payable at the office or agency of the Trustee (or other
Paying Agent appointed by the Company) maintained for that purpose in any coin
or currency of the United States of America that at the time of payment is legal
tender for payment of public and private debts; provided, however, that payment
of interest may be made at the option of the Company by check mailed to the

<Page>

registered holder at such address as shall appear in the Security Register or by
wire transfer to an account appropriately designated by the holder hereof.

          This Debt Security is not subject to redemption unless certain events
occur involving U.S. taxation, repayment, repurchase or retirement prior to
maturity and is not subject to any sinking fund.

          The indebtedness evidenced by this Debt Security is, to the extent
provided in the Indenture, subordinate and junior in right of payment to the
prior payment in full of all Senior Indebtedness, as defined in the Indenture,
and this Debt Security is issued subject to the provisions of the Indenture with
respect thereto. Each holder of this Debt Security, by accepting the same, (a)
agrees to and shall be bound by such provisions, (b) authorizes and directs the
Trustee on its, his or her behalf to take such action as may be necessary or
appropriate to acknowledge or effectuate the subordination so provided and (c)
appoints the Trustee his or her attorney-in-fact for any and all such purposes.
Each holder hereof, by his or her acceptance hereof, hereby waives all notice of
the acceptance of the subordination provisions contained herein and in the
Indenture by each holder of Senior Indebtedness, whether now outstanding or
hereafter incurred, and waives reliance by each such holder upon said
provisions.

          The Company waives demand, presentment for payment, notice of
nonpayment, notice of protest, and all other notices.

          This Debt Security shall not be entitled to any benefit under the
Indenture hereinafter referred to, be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been signed by or on
behalf of the Trustee.

          The provisions of this Debt Security are continued on the reverse side
hereof and such continued provisions shall for all purposes have the same effect
as though fully set forth at this place.

<Page>

          IN WITNESS WHEREOF, the Company has duly executed this certificate.

                                      GOLD BANC CORPORATION, INC.

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

Dated:   ___________________

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Debt Securities referred to in the within-mentioned
Indenture.

                                      WILMINGTON TRUST COMPANY,
                                      as Trustee

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

Dated:  ___________________

<Page>

                              [REVERSE OF SECURITY]

          This Debt Security is one of a duly authorized series of Debt
Securities of the Company, all issued or to be issued pursuant to an Indenture
(the "Indenture") dated as of November 28, 2001, duly executed and delivered
between the Company and Wilmington Trust Company, as Trustee (the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the Debt
Securities of which this Debt Security is a part. The summary of the terms of
this Debt Security contained herein does not purport to be complete and is
qualified by reference to the Indenture. In the event of any conflict between
the terms of this Debt Security and the Indenture, the term of this Debt
Security shall be controlling.

          Upon the occurrence and continuation of a Tax Event, this Debt
Security may become due and payable, in whole but not in part, at any time,
within 90 days following the occurrence of such Tax Event (the "Tax Redemption
Date"), as the case may be, at the Tax Redemption Price.

          Any redemption pursuant to the preceding paragraph will be made,
subject to the receipt by the Company of prior approval from the Board of
Governors of the Federal Reserve System (the "Federal Reserve") if then required
under applicable capital guidelines or policies of the Federal Reserve, upon not
less than 30 days' nor more than 60 days' notice.

          "Tax Redemption Price" means 100% of the principal amount of the Debt
Securities being redeemed plus accrued and unpaid interest on such Debt
Securities to the Tax Redemption Date.

          In case an Event of Default, as defined in the Indenture, shall have
occurred and be continuing, the principal of all of the Debt Securities may be
declared due and payable, and upon such declaration of acceleration shall become
due and payable, in the manner, with the effect and subject to the conditions
provided in the Indenture.

          The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of not less than a majority in
aggregate principal amount of the Debt Securities at the time outstanding
affected thereby, as specified in the Indenture, to execute supplemental
indentures for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the Debt
Securities; PROVIDED, HOWEVER, that no such supplemental indenture shall, among
other things, without the consent of the holders of each Debt Security then
outstanding and affected thereby (i) change the fixed maturity of the Debt
Securities or any Interest Payment Date, or reduce the principal amount of any
Debt Security or the Interest Rate thereon, or reduce the amount provable in
Bankruptcy or insolvency pursuant to Section 5.04 of the Indenture, or change
the place of payment for any Debt Security, or the currency in which any Debt
Security or any interest thereon is payable, or impair or affect the right of
any holder of Debt Securities to institute suit for the payment thereof, or (ii)
reduce the aforesaid percentage of Debt Securities, the holders of which are
required to consent to any such supplemental indenture or any waiver of
compliance with certain provisions of the

<Page>

Indenture or any Event of Defaults thereunder and their consequences. The
Indenture contains provisions permitting the holders of a majority in aggregate
principal amount of the Debt Securities at the time outstanding affected thereby
as provided in the Indenture, on behalf of all of the holders of the Debt
Securities, to waive any past Event of Default. Any such waiver by the
registered holder of this Debt Security (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such holder and upon all future
holders and owners of this Debt Security and of any Debt Security issued in
exchange herefor or in place hereof (whether by registration of transfer or
otherwise), irrespective of whether or not any notation of such waiver is made
upon this Debt Security.

          No reference herein to the Indenture and no provision of this Debt
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and
premium, if any, and interest on this Debt Security at the time and place and at
the rate and in the money herein prescribed.

          As provided in the Indenture and subject to certain limitations herein
and therein set forth, this Debt Security is transferable by the registered
holder hereof on the Security Register of the Company, upon surrender of this
Debt Security for registration of transfer at the office or agency of the
Trustee in the City and State of New York accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee duly
executed by the registered holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Debt Securities of authorized
denominations and for the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be made for any
such registration of transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.

          Prior to due presentment for registration of transfer of this Debt
Security, the Company, the Trustee, any Authenticating Agent, any Paying Agent,
any transfer agent and the Security Registrar may deem and treat the registered
holder hereof as the absolute owner hereof (whether or not this Debt Security
shall be overdue and notwithstanding any notice of ownership or writing hereon)
for the purpose of receiving payment of or on account of the principal hereof
and interest due hereon and for all other purposes, and neither the Company nor
the Trustee nor any Authenticating Agent nor any Paying Agent nor any transfer
agent nor any Security Registrar shall be affected by any notice to the
contrary.

          No recourse shall be had for the payment of the principal of or the
interest on this Debt Security, or for any claim based hereon, or otherwise in
respect hereof, or based on or in respect of the Indenture, against any
incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any 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, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

          The Debt Securities are issuable only in registered certificated form
without coupons. As provided in the Indenture and subject to certain limitations
herein and therein set forth, Debt Securities are exchangeable for a like
aggregate principal amount of Debt Securities of a different authorized
denomination, as requested by the holder surrendering the same.

<Page>

          All terms used in this Debt Security that are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

THE INDENTURE AND THE DEBT SECURITIES SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH APPLICABLE FEDERAL LAWS AND THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.