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                                                                  Exhibit 4.1
   ==========================================================================


                            HSBC FINANCE CORPORATION
                 (AS SUCCESSOR TO HOUSEHOLD FINANCE CORPORATION)




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




                              AMENDED AND RESTATED

                            STANDARD MULTIPLE-SERIES
                                    INDENTURE
                                 PROVISIONS FOR
                             SENIOR DEBT SECURITIES


                                DECEMBER 15, 2004


                           AMENDING AND RESTATING THE
                  STANDARD MULTIPLE-SERIES INDENTURE PROVISIONS
                           FOR SENIOR DEBT SECURITIES
            DATED AS OF JUNE 1, 1992 TO GIVE EFFECT TO THE MERGER OF
                     HOUSEHOLD FINANCE CORPORATION WITH AND
                          INTO HSBC FINANCE CORPORATION


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


     ========================================================================





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                            HSBC FINANCE CORPORATION
       Amended and Restated Standard Multiple-Series Indenture Provisions
                           for Senior Debt Securities

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

                               TABLE OF CONTENTS*
                             ----------------------

                                    ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                                                                            PAGE
SECTION 1.01   Definitions
               Act.........................................................    9
               Affiliate; Control..........................................    9
               Authorized Newspaper........................................    9
               Board of Directors..........................................    9
               Board Resolution............................................    9
               Business Day................................................    9
               Commission; SEC.............................................   10
               Company.....................................................   10
               Company Request; Company Order; Company Consent.............   10
               Company Trust Office........................................   10
               Depository..................................................   10
               Depository Note.............................................   10
               Dollar......................................................   10
               ECU.........................................................   10
               Event of Default............................................   10
               Foreign Currency............................................   10
               Holder......................................................   10
               Indenture...................................................   11
               Independent.................................................   11
               Interest....................................................   11
               Interest Payment Date.......................................   11
               Maturity....................................................   11
               Notes.......................................................   11
               Note Register; Note Registrar...............................   11
               Officer's Certificate.......................................   11
               Opinion of Counsel..........................................   11
               Original Issue Discount Note................................   11
               Outstanding.................................................   11
               Paying Agent................................................   12
               Person......................................................   12
               Predecessor Notes...........................................   12
               Redemption Date.............................................   12
               Redemption Price............................................   12
               Regular Record Date.........................................   12

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

*This Table of Contents does not constitute a part of the Amended and Restated
Standard Multiple-Series Indenture Provisions for Senior Debt Securities is
convenience of reference only.


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                                                                            PAGE
               Responsible Officer.........................................   12
               Special Record Date.........................................   13
               Stated Maturity.............................................   13
               Subsidiary..................................................   13
               Trustee.....................................................   13
               Trust Indenture Act, TIA....................................   13
               Voting Stock................................................   13
SECTION 1.02   Compliance Certificates and Opinions........................   13
SECTION 1.03   Form of Documents Delivered to Trustee......................   14
SECTION 1.04   Acts of Holders.............................................   14
SECTION 1.05   Notices, etc., to Trustee and Company.......................   15
SECTION 1.06   Notices to Holders; Waiver..................................   15
SECTION 1.07   Conflict with Trust Indenture Act...........................   16
SECTION 1.08   Effect of Headings and Table of Contents....................   16
SECTION 1.09   Successors and Assigns......................................   16
SECTION 1.10   Separability Clause.........................................   16
SECTION 1.11   Benefits of Indenture.......................................   16
SECTION 1.12   Governing Law...............................................   16
SECTION 1.13   Payment on Business Day.....................................   16
SECTION 1.14   Incorporation by Reference of Trust Indenture Act...........   16



                                   ARTICLE II
                   ISSUE, EXECUTION AND REGISTRATION OF NOTES

SECTION 2.01   Issuance of Notes in Series.................................   17
SECTION 2.02   Authentication and Delivery of Notes........................   17
SECTION 2.03   Execution of Notes..........................................   18
SECTION 2.04   Temporary Notes.............................................   18
SECTION 2.05   Exchanges and Transfers of Notes............................   19
SECTION 2.06   Mutilated, Destroyed, Lost or Stolen Notes..................   19
SECTION 2.07   Payment of Interest; Interest Rights Preserved..............   20
SECTION 2.08   Persons Deemed Owners.......................................   21
SECTION 2.09   Cancellation of Notes.......................................   21
SECTION 2.10   Appointment of Authenticating Agent.........................   21
SECTION 2.11   Securities Issuable in the Form of a Depository Note........   22


                                       3


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                                                                            PAGE

                                   ARTICLE III
                                    COVENANTS

SECTION 3.01   Payment of Principal, Premium and Interest..................   24
SECTION 3.02   Maintenance of Office or Agency.............................   24
SECTION 3.03   Money for Note Payments to be Held in Trust.................   24
SECTION 3.04   Payment of Taxes and Other Claims...........................   25
SECTION 3.05   Statement as to Compliance..................................   25
SECTION 3.06   Corporate Existence.........................................   25
SECTION 3.07   Filing of Reports...........................................   25
SECTION 3.08   Not to Subject Property to Lien Without Securing Notes
               Ratably; Waiver of Covenant.................................   26


                                   ARTICLE IV
                         REPAYMENT AT OPTION OF HOLDERS

SECTION 4.01   Optional Repayment of Notes.................................   28
SECTION 4.02   Repayment Procedure for Notes...............................   28


                                    ARTICLE V
                       REDEMPTION OF NOTES; SINKING FUNDS

SECTION 5.01   Applicability of Redemption Provision.......................   29
SECTION 5.02   Election to Redeem; Notice to Trustee ......................   29
SECTION 5.03   Selection by Trustee of Notes to be Redeemed................   29
SECTION 5.04   Notice of Redemption........................................   29
SECTION 5.05   Deposit of Redemption Price.................................   30
SECTION 5.06   Notes Payable on Redemption Date............................   30
SECTION 5.07   Notes Redeemed in Part......................................   30
SECTION 5.08   Sinking Funds...............................................   30
SECTION 5.09   Satisfaction of Sinking Fund Payments with Notes............   30
SECTION 5.10   Redemption of Notes for Sinking Fund........................   31


                                   ARTICLE VI
                           SATISFACTION AND DISCHARGE

SECTION 6.01   Satisfaction and Discharge of Indenture.....................   32
SECTION 6.02   Application of Trust Money..................................   32
SECTION 6.03   Satisfaction, Discharge, and Defeasance of Notes of
               any Series..................................................   32


                                       4


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                                   ARTICLE VII
                                    REMEDIES


                                                                            PAGE
SECTION 7.01   Events of Default...........................................   34
SECTION 7.02   Acceleration of Maturity; Rescission and Annulment..........   35
SECTION 7.03   Collection of Indebtedness and Suits for Enforcement by
               Trustee.....................................................   35
SECTION 7.04   Trustee May File Proofs of Claim............................   36
SECTION 7.05   Trustee May Enforce Claims Without Possession of Notes......   36
SECTION 7.06   Application of Money Collected..............................   36
SECTION 7.07   Limitation on Suits.........................................   37
SECTION 7.08   Unconditional Right of Holders to Receive Principal, Premium
               and Interest................................................   37
SECTION 7.09   Restoration of Rights and Remedies..........................   37
SECTION 7.10   Rights and Remedies Cumulative..............................   37
SECTION 7.11   Delay or Omission Note Waiver...............................   38
SECTION 7.12   Control by Holders..........................................   38
SECTION 7.13   Waiver of Past Defaults.....................................   38
SECTION 7.14   Undertaking for  Costs......................................   38
SECTION 7.15   Waiver of Stay or Extension Laws............................   39


                                  ARTICLE VIII
                                   THE TRUSTEE

SECTION 8.01   Certain Duties and Responsibilities.........................   40
SECTION 8.02   Notice of Defaults..........................................   40
SECTION 8.03   Certain Rights of Trustee...................................   41
SECTION 8.04   Not Responsible for Recitals or Issuance of Notes...........   41
SECTION 8.05   May Hold Notes..............................................   41
SECTION 8.06   Money Held in Trust.........................................   42
SECTION 8.07   Compensation and Reimbursement..............................   42
SECTION 8.08   Corporate Trustee Required; Eligibility; Disqualification;
               Conflicting Interests.......................................   42
SECTION 8.09   Preferential Collection of Claims Against Company...........   42
SECTION 8.10   Resignation and Removal; Appointment of Successor...........   42
SECTION 8.11   Acceptance of Appointment of Successor......................   43
SECTION 8.12   Merger, Conversion, Consolidation or Succession to Business.   44


                                       5

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                                   ARTICLE IX
                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 9.01   Company to Furnish Trustee Names and Addresses of Holders...   45
SECTION 9.02   Preservation of Information; Communication to Holder........   45
SECTION 9.03   Reports by Trustee..........................................   45

                                    ARTICLE X
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 10.01  Company May Consolidate, etc. only on Certain Terms.........   46
SECTION 10.02  Successor Corporation Substituted...........................   46

                                   ARTICLE XI
                             SUPPLEMENTAL INDENTURES

SECTION 11.01  Supplemental Indentures Without Consent of Holders..........   47
SECTION 11.02  Supplemental Indentures With Consent of Holders.............   47
SECTION 11.03  Execution of Supplemental Indentures........................   48
SECTION 11.04  Effect of Supplemental Indentures...........................   48
SECTION 11.05  Conformity with Trust Indenture Act.........................   48
SECTION 11.06  Reference in Notes to Supplemental Indentures...............   48

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

SCHEDULE A     GENERAL FORM OF NOTE........................................  A-1




                                       6


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      Tie of certain provisions of Trust Indenture Act of 1939 with Amended and
Restated Standard Multiple-Series Indenture Provisions for senior Debt
Securities, dated as of December 15, 2004, of HBSC Finance Corporation. *


                                                                 SECTION OF
SECTION OF ACT                                                    INDENTURE
--------------                                                   ----------

310   (a)(1).....................................................8.08

      (a)(2).....................................................8.08

      (a)(3).....................................................Not Applicable

      (a)(4).................................................... Not Applicable

      (b)........................................................8.08, 8.10

311   (a)........................................................8.09

      (b)........................................................8.09

312   (a)........................................................9.01, 9:02(a)

      (b)........................................................9.02(b)

      (c)........................................................9.02(b)

313   (a)........................................................9.03(a)

      (b)........................................................9.03(a)

      (c)........................................................9.03(a)

      (d)........................................................9.03(c)

314   (a)........................................................3.07

      (b)........................................................Not Applicable

      (c)(1).....................................................1.02

      (c)(2).....................................................1.02

      (c)(3).....................................................Not Applicable

      (d)........................................................Not Applicable

      (e)........................................................1.02

315   (a)........................................................8.01(a)

                                                                 8.01(c)

      (b)........................................................8.02

                                                                 9.03(a)

      (c)........................................................8.01(b)

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

*This tie of provisions does not constitute a part of the Indenture and is for
convenience of reference only.


                                        7

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                                                                 SECTION
SECTION OF ACT                                                OF INDENTURE
--------------                                                ------------

315   (d)........................................................8.01(c)

      (d)(1).....................................................8.01(c)(1)

      (d)(2).....................................................8.01(c)(2)

      (d)(3).................................................... 8.01(c)(3)

      (e)........................................................7.14

316   (a)........................................................1.01

      (a)(1)(A)..................................................7.02

                                                                 7.12

      (a)(1)(B)..................................................7.13

      (a)(2).....................................................Not Applicable

      (b)........................................................7.08

317   (a)(1).....................................................7.03

      (a)(2).....................................................7.04

      (b)........................................................3.03

318   (a)........................................................1.07



                                       8


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                                    ARTICLE I

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

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

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


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


     (3)  all accounting terms not otherwise defined herein have the meanings
          assigned to them in accordance with generally accepted accounting
          principles.


          "ACT" when used with respect to any Holder has the meaning specified
     in SECTION 1.04.


          "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.


          "AUTHORIZED NEWSPAPER" when used in connection with the name of a
     particular city, means a newspaper, printed in an official language of the
     country of publication, of general circulation and customarily published in
     such city on each Business Day, whether or not published on Saturdays,
     Sundays or holidays. Whenever successive weekly publications in an
     Authorized Newspaper are required hereunder they may be made (unless
     otherwise expressly provided herein) on the same or different days of the
     week and in the same or in different Authorized Newspapers,


          "BOARD OF DIRECTORS" means either the board of directors of the
     Company, any duly authorized committee of that board, or any officer of the
     Company duly authorized by the board of directors of the Company or a duly
     authorized committee of that board.

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

          "BUSINESS DAY" means each Monday, Tuesday, Wednesday, Thursday or
     Friday which is not a legal holiday for banking institutions in the
     particular city with reference to which the determination as to Business
     Day is being made.



                                       9
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          "COMMISSION" or "SEC" means the Securities and Exchange Commission, as
     from time to time constituted, created under the Securities Exchange Act of
     1934, or if at any time after the execution of this instrument such
     Commission is not existing and performing the duties now assigned to it
     under the Trust Indenture Act, then the body performing such duties on such
     date.

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

          "COMPANY REQUEST", "COMPANY ORDER" and "COMPANY CONSENT" mean,
     respectively, a written request, order or consent signed in the name of the
     Company by its Chairman or President or a Group Executive or Vice
     President, and by its Treasurer, an Assistant Treasurer, Controller, an
     Assistant Controller, Secretary or an Assistant Secretary, and delivered to
     the Trustee.

          "CORPORATE TRUST OFFICE" shall mean the principal office of the
     Trustee as set forth in the Indenture.

          "DEPOSITORY" shall mean, with respect to Notes of any series for which
     the Company shall determine that such Notes will be issued as a Depository
     Note, The Depository Trust Company, New York, New York, another clearing
     agency or any successor registered under the Securities Exchange Act of
     1934, or other applicable statute or regulation, which, in each case, shall
     be designated by the Company pursuant to either SECTION 2.01 or 2.11.

          "DEPOSITORY NOTE" shall mean, with respect to any series of Notes, a
     Note executed by the Company and authenticated and delivered by the Trustee
     to the Depository or pursuant to the Depository's instruction, all in
     accordance with this Indenture and pursuant to a Company Order, which (i)
     shall be registered as to principal and interest in the name of the
     Depository or its nominee and (ii) shall represent, and shall be
     denominated in an amount equal to the aggregate principal amount of, all of
     the Outstanding Notes of such series.

          "DOLLAR" means the coin or currency of the United States of America
     which at the time of payment is legal tender for the payment of public and
     private debts.

          "ECU" means the European Currency Unit as defined and revised from
     time to time by the Council of the European Communities.

          "EVENT OF DEFAULT" has the meaning specified in SECTION 7.01.

          "FOREIGN CURRENCY" means a currency issued by the government of any
     country other than the United States.

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


                                       10


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          "INDENTURE" means the Indenture between the Company and the Trustee
     which incorporates therein the terms and provisions hereof, and, unless the
     context otherwise indicates, all indentures supplemental thereto from time
     to time in effect. The term "Indenture" also includes the terms of
     particular series of Notes established as contemplated by Section 2.01.

          "INDEPENDENT" when used with respect to any specified Person means
     such a Person who (1) is in fact independent, (2) does not have any
     material direct or indirect financial interest in the Company or in any
     other obligor upon the Notes or in any Affiliate of the Company or of such
     other obligor, and (3) is not connected with the Company or such other
     obligor or any Affiliate of the Company or of such other obligor, as an
     officer, employee, promoter, underwriter, trustee, partner, director or
     person performing similar functions. Whenever it is herein provided that
     any Independent Person's opinion or certificate shall be furnished to the
     Trustee, such Person shall be appointed by a Company Order, and such
     opinion or certificate shall state that the signer has read this definition
     and that the signer is Independent within the meaning hereof.

          "INTEREST", when used with respect to an Original Issue Discount Note
     which by its terms bears interest only after Maturity, means interest
     payable after Maturity.

          "INTEREST PAYMENT DATE" means the Stated Maturity of interest on Notes
     of a particular series.

          "MATURITY" when used with respect to Notes of a particular series
     means the date on which the principal or any installment of principal of
     such Notes becomes due and payable as therein or herein provided, whether
     at the Stated Maturity or by declaration of acceleration, call for
     redemption or otherwise.

          "NOTES" means all debt securities issued under this Indenture,
     regardless of series, which may be in the General Form of Note attached
     hereto as Schedule A, with any insertions, omissions and variations as the
     Board of Directors may determine in accordance with the provisions of the
     Indenture, or in such other form as may be established by a Board
     Resolution or in one or more indentures supplemental thereto.

          "NOTE REGISTER" and "NOTE REGISTRAR" have the respective meanings
     specified in SECTION 2.05.

          "OFFICERS' CERTIFICATE" means a certificate signed by the Chairman or
     President, or a Group Executive or Vice President, and by the Treasurer, an
     Assistant Treasurer, the Controller, an Assistant Controller, the Secretary
     or an Assistant Secretary of the Company, and delivered to the Trustee.
     Wherever this Indenture requires that an Officers' Certificate be signed
     also by an accountant or other expert, such accountant or other expert
     (except as otherwise expressly provided in this Indenture) may be in the
     employ of the Company.

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

          "ORIGINAL ISSUE DISCOUNT NOTE" means any Note which provides for an
     amount less than the principal amount thereof to be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to SECTION
     7.02.

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


          (i) Notes theretofore cancelled by the Trustee or any authenticating
     agent, or delivered to the Trustee or any authenticating agent for
     cancellation;

                                       11

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

          (iii) Notes which have been paid pursuant to SECTION 2.06 or in
     exchange for or in lieu of which other Notes have been authenticated and
     delivered pursuant to the Indenture other than any such Notes in respect of
     which there shall have been presented to the Trustee proof satisfactory to
     it that such Notes are held by a bonafide purchaser in whose hands such
     Notes are valid obligations of the Company; and

          (iv) any such Notes which have been defeased pursuant to SECTION
     6.03.PROVIDED, HOWEVER, that in determining whether the Holders of the
     requisite principal amount of Notes Outstanding have given any request,
     demand, authorization, direction, notice, consent or waiver hereunder, or
     for any other purpose, (i) Notes owned by the Company or any other obligor
     upon the Notes or any Affiliate of the Company or such other obligor shall
     be disregarded and deemed not to be Outstanding, except that, in
     determining whether the Trustee shall be protected in relying upon any such
     request, demand, authorization, direction, notice, consent or waiver, only
     Notes which the Trustee knows to be so owned shall be so disregarded, and
     Notes so owned which have been pledged in good faith may be regarded as
     Outstanding if the pledgee establishes to the satisfaction of the Trustee
     the pledgee's right so to act with respect to such Notes and that the
     pledgee is Dot the Company or any other obligor upon the Notes or any
     Affiliate of the Company or such other obligor, and (ii) the principal
     amount of an Original Issue Discount Note that shall be deemed to be
     Outstanding for such purposes shall be the amount of the principal thereof
     that would be due and payable as of the date of such determination upon a
     declaration of acceleration pursuant to SECTION 7.02.

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

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

          "PREDECESSOR NOTES" of any particular Note means every previous Note
     evidencing all or a portion of the same debt as that evidenced by such
     particular Note; and, for purposes of this definition, any Note
     authenticated and delivered under SECTION 2.06 in exchange for or in lieu
     of a mutilated, destroyed, lost, or stolen Note shall be deemed to evidence
     the same debt as the mutilated, destroyed, lost, or stolen Note.

          "REDEMPTION DATE" when used with respect to any Note to be redeemed
     means the date fixed for such redemption by or pursuant to the Indenture,
     any indenture supplemental thereto, or resolution of the Board of Directors
     as provided in SECTION 2.01 hereof.

          "REDEMPTION PRICE" when used with respect to any Note be redeemed
     means the price at which it is to be redeemed pursuant to the Indenture,
     any indenture supplemental thereto, or resolution of the Board of Directors
     as provided in SECTION 2.01 hereof.

          "REGULAR RECORD DATE" for the interest payable on any Interest Payment
     Date means, with respect to Notes of any series, the date specified as the
     Regular Record Date therefor in the relevant supplemental indenture or
     resolution of the Board of Directors authorizing such series of Notes.

          "RESPONSIBLE OFFICER" when used with respect to the Trustee means an
     officer of the Trustee assigned to the Corporate Trust Office, including
     any Vice President or Assistant


                                       12
<Page>


     Vice President, any Trust Officer or Assistant Trust Officer, or any other
     Officer of the Trustee customarily performing functions similar to those
     performed by any of the above designated officers and also means, with
     respect to a particular corporate trust matter, any other officer to whom
     such matter is referred because of his knowledge of and familiarity with
     the particular subject.

          "SPECIAL RECORD DATE" for the payment of any Defaulted Interest (as
     defined in SECTION 2.07) means a date fixed by the Trustee pursuant to
     SECTION 2.07.

          "STATED MATURITY" when used with respect to any Note or any
     installment of principal thereof or any installment of interest thereon
     means the date specified in such Note as the fixed date on which the
     principal of such Note or such installment of principal or interest is due
     and payable.

          "SUBSIDIARY" of the Company means any corporation at least a majority
     of the shares of the Voting Stock (or the equivalent thereof, in the case
     of corporations organized outside the United States of America) of which
     shall at the time be owned, directly or indirectly, by the Company or by
     one or more Subsidiaries or by the Company and one or more Subsidiaries.

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

          "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939,
     as amended, as it may be amended from time to time.

          "VOTING STOCK", as applied to the stock of any corporation, means
     stock of any class or classes (however designated) having ordinary voting
     power for the election of a majority of the directors of such corporation,
     other than stock having such power only by reason of the happening of a
     contingency.

          SECTION 1.02. Upon any application or request by the Company to the
     Trustee to take any action under any provision of the Indenture, the
     Company shall furnish to the Trustee an Officers' Certificate stating that
     all conditions precedent, if any, provided for in the Indenture relating to
     the proposed action have been complied with and an Opinion of Counsel
     stating that in the opinion of such counsel all such conditions precedent,
     if any, have been complied with, except that in the case of any such
     application or request as to which the furnishing of such documents is
     specifically required by any provision of the 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 the Indenture shall include:


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

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

               (3) a statement that, in the opinion of each such individual, he
          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

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


                                       13
<Page>


          SECTION 1.03. 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 Person as to other
     matters, and any such Person may certify or give an opinion as to such
     matters in one or several documents.

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

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

          SECTION 1.04. (a) Any request, demand, authorization, direction,
     notice, consent, waiver or other action provided by the Indenture to
     be given or taken by Holders may be embodied in and evidenced by one
     or more instruments of substantially similar tenor signed by such
     Holders in person or by an agent duly appointed in writing; and,
     except as herein otherwise expressly provided, such action shall
     become effective when such instrument or instruments are delivered to
     the Trustee, and, where it is hereby expressly required, to the
     Company. Such instrument or instruments (and the action embodied
     therein and evidenced thereby) are herein sometimes referred to as the
     "ACT" of the Holders signing such instrument or instruments. Proof of
     execution of any such instrument or of a writing appointing any such
     agent shall be sufficient for any purpose of this Indenture and
     (subject to SECTION 8.01) conclusive in favor of the Trustee and the
     Company, if made in the manner provided in this SECTION 1.04.

          (b) The fact and date of the execution by any Person of any such
     instrument or writing may be proved by the affidavit of a witness of
     such execution or by the certificate of any notary public or other
     officer authorized by law to take acknowledgements of deeds,
     certifying that the individual signing such instrument or writing
     acknowledged to him the execution thereof. Where such execution is by
     an officer OF a corporation or a member of a partnership, on behalf of
     such corporation or partner-ship, such certificate or affidavit shall
     also constitute sufficient proof of his authority. The fact and date
     of the execution of any such instrument or writing, or the authority
     of the person executing the same, may also be proved in any other
     manner which the Trustee deems sufficient and the Trustee may in any
     instance require proof with respect to any of the matters referred to
     in this SECTION 1.04.

          (c) The ownership of Notes shall be proved by the Note Register.

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


                                       14
<Page>



          (e) In determining whether the Holders of the requisite principal
     amount of Outstanding Notes of any series have given any request,
     demand, authorization, direction, notice, consent or waiver under the
     Indenture, the principal amount of an Original Issue Discount Note
     that may be counted in making such determination and that shall be
     deemed to be Outstanding for such purposes shall be equal to the
     amount of the principal thereof that would be due and payable pursuant
     to the terms of such Original Issue Discount Note upon a declaration
     of acceleration pursuant to SECTION 7.02 at the time the taking of
     such action by the Holders of such requisite principal amount of
     Outstanding Notes is evidenced to the Trustee, as provided in
     Subsection (a) of this Section.


          (f) For the purposes of calculating the principal amount of Notes
     of any series denominated in ECU's or a currency issued by the
     government of any country other than the United States for any purpose
     under the Indenture, the principal amount of such Notes at any time
     outstanding shall be deemed to be that amount of Dollars that could be
     obtained for such principal amount on the basis of a spot rate of
     exchange specified to the Trustee in an Officers' Certificate for ECU
     1s or such currency into Dollars as of the date of any such
     calculation.


          SECTION 1.05. Any request, demand, authorization, direction,
     notice, consent, waiver or Act of Holders or other document provided
     or permitted by the Indenture to be made upon, given or furnished to
     or filed with,

               (1) the Trustee by any Holder or by the Company shall be
          sufficient for every purpose hereunder if made, given, furnished
          or filed in writing to or with the Trustee at its Corporate Trust
          Office, or (2) the Company by the Trustee or by any Holder shall
          be sufficient for every purpose hereunder (unless otherwise
          herein expressly provided) if in writing and mailed, first-class
          postage prepaid, to the Company addressed to it at the address of
          its principal office specified in the Indenture or at any other
          address previously furnished in writing to the Trustee by the
          Company.

          SECTION 1.06. Where the Indenture provides for notice to Holders
     of any event, such notice shall be sufficiently given (unless
     otherwise herein expressly provided) if in writing and mailed,
     first-class postage prepaid, to each Holder affected by such event, at
     his address as it appears in the Note Register, not later than the
     latest date, and not earlier than the earliest date, prescribed for
     the giving of such notice. In any case where notice to Holders is
     given by mail, 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 which is mailed in the manner herein provided shall be
     conclusively presumed to have been duly given. Where the Indenture
     provides for notice in any manner, such notice may be waived in
     writing by the Person entitled to receive such notice, either before
     or after the event, and such waiver shall be the equivalent of such
     notice. Waivers of notice by Holders shall be filed with the Trustee,
     but such filing shall not be a condition precedent to the validity of
     any action taken in reliance upon such waiver.

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

          In case, by reason of the suspension of publication of any
     Authorized Newspaper, or by reason of any other cause, it shall be
     impossible to make publication of any notice in an Authorized
     Newspaper or Authorized Newspapers as required by the Indenture, then
     such method of publication or notification as shall be made with the
     approval of the Trustee shall constitute a sufficient publication of
     such notice.


                                       15
<Page>


          SECTION 1.07. If any provision hereof limits, qualifies or
     conflicts with another provision hereof which is required or deemed to
     be included in the Indenture by any of the provisions of TIA, such
     required or deemed provision shall control.

          SECTION 1.08. The Article headings herein and the Table of
     Contents are for convenience only and shall not affect the
     construction hereof.

          SECTION 1.09. All covenants and agreements in the Indenture by
     the Company shall bind its successors and assigns, whether so
     expressed or not.

          SECTION 1.10. In case any provision in the Indenture or in the
     Notes 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 1.11. Nothing in the Indenture or in the Notes, expressed
     or implied, shall give to any Person, other than the parties hereto
     and their successors hereunder and the Holders, any benefit or any
     legal or equitable right, remedy or claim under the Indenture.

          SECTION 1.12. The Indenture and each Note issued hereunder shall
     be construed in accordance with and governed by the laws of the State
     of Illinois, provided that the immunities and standard of care of the
     Trustee in connection with the administration of its trusts hereunder
     shall be construed in accordance with and governed by the laws of the
     State of New York.

          SECTION 1.13. In any case where any Interest Payment Date,
     Redemption Date or Stated Maturity of any Note shall not be a Business
     Day, then (notwithstanding any other provision of this Indenture)
     payment of interest or principal (and premium, if any), as the case
     may be, need not be made on such date but may be made on the next
     succeeding Business Day with the same force and effect as if made on
     the Interest Payment Date or Redemption Date, or at the Stated
     Maturity, provided that no interest shall accrue for the period from
     and after such Interest Payment Date, Redemption Date, or Stated
     Maturity, as the case may be.

          SECTION 1.14. Whenever the Indenture refers to a section of the
     TIA, that section, as in effect on any particular date, is
     incorporated by reference in and made a part of the Indenture. If the
     numerical designation of a section of the TIA is changed subsequent to
     the date of the Indenture as a result of an amendment to the TIA, then
     the reference in the Indenture to such section shall be deemed to
     refer to the numerical designation of such section as amended.

          The following TIA terms used in this Indenture have the following
     meanings:


                  "INDENTURE SECURITIES" means the Notes.
                  "INDENTURE SECURITY HOLDER" means a Noteholder.
                  "INDENTURE TO BE QUALIFIED" means the Indenture.
                  "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means
                   the Trustee.
                  "OBLIGOR" on the indenture securities means the Company or
                   any other obligor on the Notes.

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


                                       16



<Page>

                                   ARTICLE II

                   ISSUE, EXECUTION AND REGISTRATION OF NOTES

     SECTION 2.01. At the option of the Company, the Notes issued hereunder,
which are unlimited in aggregate principal amount except as may be otherwise
provided in respect of the Notes of a particular series, may be issued in one or
more series. The Notes of each series may be generally in the form provided in
Schedule A hereto (with any such insertions, omissions and variations as
determined by the Board of Directors), to bear such series designation, to
mature on such date, to bear interest at such rate and payable on such dates,
and to have such other terms and provisions (including redemption rights, call
or put provisions, different currency of denomination, which may be Dollars,
Foreign Currency, ECU or other currency or unit specified therein, and including
any addition to, or modification or deletion of, any Event of Default or any
covenant of the Company specified herein with respect to Notes of the series),
all as shall, prior to the authentication thereof, be established, consistently
with the other provisions of the Indenture, by resolution of the Board of
Directors and set forth in an Officers' Certificate, or in one or more
supplemental indentures approved by the Board of Directors. The Notes of any
series may be issued as a Depository Note.

All Notes of any one series shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to such
Board Resolution and (subject to SECTION 2.02) set forth in such Officers'
Certificate or in any such indenture supplemental hereto.

If any of the terms of the series are established by action taken pursuant to a
Board Resolution, a copy of an appropriate record of such action shall be
certified by the Secretary or an Assistant Secretary of the Company and
delivered to the Trustee at or prior to the delivery of the Officers'
Certificate setting forth the terms of the series.

     SECTION 2.02. From time to time the Company may execute and deliver to the
Trustee, and the Trustee shall thereupon authenticate and deliver to or upon a
Company Order, Notes of any series duly established pursuant to SECTION 2.01,
upon receipt by the Trustee of:

     (a) the Board Resolution (i) authorizing the execution and requesting the
     authentication and delivery of the Notes applied for in the principal
     amount therein specified, designating the series of such Notes and
     specifying the Officer or Officers of the Company to whom or upon whose
     order such Notes shall be delivered; and (ii) which, as permitted by
     SECTION 2.01, establishes the terms of such series of Notes and which, if
     applicable, authorizes the execution of an indenture supplemental hereto
     creating such series of Notes or, if an Officer of the Company has been
     duly authorized with respect to the foregoing, a certificate from such
     Officer to the Trustee authorizing the above actions and a Board Resolution
     evidencing such officer's authority;

     (b) an Officers' Certificate pursuant to SECTION 2.01 or, if the Notes of
     such series are to be issued pursuant to a supplemental indenture, a
     supplemental indenture duly executed on behalf of the Company, in form
     satisfactory to the Trustee, creating such series of Notes;

     (c) an Officers' Certificate pursuant to SECTION 1.02; and

     (d) an Opinion of Counsel pursuant to SECTION 1.02 to the effect that: (i)
     the form and terms of such Notes have been established in conformity with
     the provisions of the Indenture;

            (ii) all conditions precedent to the authentication and delivery of
          such Notes have been complied with and that such Notes, when
          authenticated and delivered by the Trustee and issued by the Company
          in the manner and subject to any conditions

                                       17
<Page>

          specified in such Opinion of Counsel, will constitute valid and
          legally binding obligations of the Company, enforceable in accordance
          with their terms, subject to bankruptcy, insolvency, reorganization
          and other laws of general applicability relating to or affecting the
          enforcement of creditors' rights and to general equity principles;

             (iii) all laws and requirements in respect of the execution and
          delivery by the Company of such Notes have been complied with; and

             (iv) the Company is not in default in any of its obligations under
          the Indenture, and the issuance of such Notes will not result in any
          such default.

If all Notes of a series are not to be originally issued at one time, it shall
not be necessary to deliver the documents described in this SECTION 2.02 at or
prior to the time of authentication of each Note of such series if such
documents are delivered at or prior to the authentication upon original issuance
of the first Note of such series to be issued.

     SECTION 2.03. The Notes shall be executed on behalf of the Company by its
Chairman or President or one of its Group Executives or Vice Presidents under
its corporate seal reproduced thereon and attested by its Secretary or one of
its Assistant Secretaries. The signature of any of such Officers on the Notes
may be manual or facsimile.

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

     All Notes shall be dated the date of their authentication.

No Note shall be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose, unless there appears on such Note a certificate of
authentication substantially in the form provided for herein or in Schedule A
hereto executed by manual signature, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.

     SECTION 2.04. Pending the preparation of definitive Notes of any series,
the Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, or cause to be delivered, temporary Notes of such series which are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
denomination, substantially of the tenor of the definitive Notes in lieu of
which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the Officers executing such Notes may
determine, as evidenced by their signing of such Notes.

If temporary Notes of any series are issued, the Company will cause definitive
Notes of such series to be prepared without unreasonable delay. After the
preparation of definitive Notes, the temporary Notes shall be exchangeable for
definitive Notes upon surrender of the temporary Notes at the office or agency
of the Company without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Notes of any series the Company shall execute and the
Trustee shall authenticate and deliver, or cause to be delivered, in exchange
therefor a like principal amount of definitive Notes of such series, of
authorized denominations. Until so exchanged the temporary Notes shall in all
respects be entitled to the same benefits under the Indenture as the definitive
Notes.

                                       18
<Page>

     SECTION 2.05. The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a Note Register in which, subject to such reasonable
regulations as the Company may prescribe, the Company shall, subject to SECTION
2.11, provide for the registration of Notes and for registrations of transfer of
Notes. The Trustee is hereby appointed Note Registrar for the purpose of
registering Notes and registering transfers of Notes as herein provided.

Subject to the provisions of SECTION 2.11, upon surrender for registration of
transfer of any Note at any office or agency of the Company maintained for that
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes of the same series containing identical terms and provisions, of any
authorized denominations and for a like aggregate principal amount.

Subject to the provisions of SECTION 2.11, at the option of the Holder, Notes
may be exchanged for other Notes of the same series containing identical terms
and provisions, of any authorized denominations and for a like aggregate
principal amount, upon surrender of the Notes to be exchanged at any such office
or agency. Whenever any Notes are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Notes which the
Holder making the exchange is entitled to receive.

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

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

No service charge shall be made for any registration of transfer or exchange of
Notes, but the Company may require payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in connection with any
registration of transfer or exchange of Notes, other than exchanges pursuant to
SECTION 2.04, SECTION 5.07 or SECTION 11.06 not involving any registration of
transfer.

The Company shall not be required (i) to issue, register the transfer of or
exchange any Note of any series during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Notes of such series selected for redemption under SECTION 5.04 and ending at
the close of business on the day of such mailing, or (ii) to register the
transfer of or exchange any Note so selected for redemption in whole or in part.

     SECTION 2.06. A mutilated Note may be surrendered to the Company and
thereupon the Company shall execute and the Trustee shall authenticate and
deliver in exchange therefor a new Note of the same series and of like tenor and
principal amount, bearing a number not contemporaneously outstanding.

     If there be delivered to the Company and to the Trustee

     (i) evidence to their satisfaction of the destruction, loss or theft of an
     Note of any series, and

     (ii) such security or indemnity as may be required by them to save each of
     them harmless, then, in the absence of notice to the Company or the Trustee
     that such Note has been acquired by a bona fide purchaser, the Company
     shall execute and upon its request the Trustee shall authenticate and
     deliver, in lieu of any such destroyed, lost or stolen Note, a new Note of
     such series and of like tenor and principal amount, bearing a number not
     contemporaneously outstanding.

                                       19
<Page>

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

     Upon the issuance of any new Note Under this SECTION 2.06, the Company may
     require the payment of a sum sufficient to cover any tax or other
     governmental charge that may be imposed in relation thereto and any other
     expenses (including the fees and expenses of the Trustee) connected
     therewith.

     Every new Note issued pursuant to this SECTION 2.06 in lieu of any
     destroyed, lost or stolen Note shall constitute an original additional
     contractual obligation of the Company, whether or not the destroyed, lost
     or stolen Note shall be at any time enforceable by anyone, and shall be
     entitled to all the benefits of this Indenture equally and proportionately
     with any and all other Notes of the same series containing identical terms
     and provisions duly issued hereunder.

     The provisions of this SECTION 2.06 are exclusive and shall preclude (to
     the extent lawful) all other rights and remedies with respect to the
     re-placement or payment of mutilated, destroyed, lost or stolen Notes.

     SECTION 2.07. Interest on any Note which is payable, and is punctually paid
or duly provided for, on any Interest Payment Date shall be paid to the Person
in whose name such Note (or one or more Predecessor Notes) is registered at the
close of business on the Regular Record Date for such interest. Any interest on
any Note which is payable, but is not punctually paid or duly provided for, on
any Interest Payment Date (herein called "DEFAULTED INTEREST") shall forthwith
cease to be payable to the Holder on the relevant Regular Record Date by virtue
of having been such Holder; and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in CLAUSE (1) or CLAUSE (2)
below:

          (1) The Company may elect to make payment of any Defaulted Interest to
          the Persons in whose names the Notes (or their respective Predecessor
          Notes) are registered at the close of business on a Special Record
          Date for the payment of such Defaulted Interest, which shall be fixed
          in the following manner. The Company shall notify the Trustee in
          writing of the amount of Defaulted Interest proposed to be paid on
          each Note and the date of the proposed payment, and at the same time
          the Company shall deposit with the Trustee an amount of money equal to
          the aggregate amount proposed to be paid in respect of such Defaulted
          Interest or shall make arrangements satisfactory to the Trustee for
          such deposit prior to the date of the proposed payment, such money
          when deposited to be held in trust for the benefit of the Persons
          entitled to such Defaulted Interest as in the CLAUSE (1) provided.
          Thereupon the Trustee shall fix a Special Record Date for the payment
          of such Defaulted Interest which shall be not more than 15 nor less
          than 10 days prior to the date of the proposed payment and not less
          than 10 days after the receipt by the Trustee of the notice of the
          proposed payment. The Trustee shall promptly notify the Company of
          such Special Record Date and, in the name and at the expense of the
          Company, shall cause notice of the proposed payment of such Defaulted
          Interest and the Special Record Date therefor to be mailed, first
          class postage prepaid, to each Holder at his address as it appears in
          the Note Register, not less than 10 days prior to such Special Record
          Date. The Trustee shall, upon a Company Request and in the name and at
          the expense of the Company, cause a similar notice to be published at
          least once in an Authorized Newspaper in New York City but such
          publication shall not be a condition precedent to the establishment of
          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 the Notes (or their respective Predecessor
          Notes) are registered on such Special Record Date and shall no longer
          be payable pursuant to the following CLAUSE (2).

                                       20
<Page>

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

Subject to the foregoing provisions of this SECTION 2.07, each Note delivered
under the Indenture upon registration of transfer of or in exchange for or in
lieu of any other Note shall carry the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Note.

     SECTION 2.08. The Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name any Note is registered as the owner
of such Note for the purpose of receiving payment of principal of (and premium,
if any) and (subject to SECTION 2.07) interest on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and neither the
Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

     SECTION 2.09. All Notes surrendered for payment, redemption, registration
of transfer or exchange or for credit against any sinking or purchase fund
payment provided in respect of any series of Notes shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be promptly
cancelled by it. The Company may at any time deliver to the Trustee for
cancellation any Notes previously authenticated and delivered hereunder which
the Company may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes cancelled as provided in
this SECTION 2.09, except as expressly permitted by the Indenture. All cancelled
Notes held by the Trustee shall be destroyed by the Trustee and the Trustee
shall deliver to the Company a certificate of such destruction.

     SECTION 2.10. The Trustee shall, if requested in writing so to do by the
Company, promptly appoint an agent or agents of the Trustee who shall have
authority to authenticate Notes of any series in the name and on behalf of the
Trustee. Such appointment by the Trustee shall be evidenced by a certificate
executed by a Responsible Officer of the Trustee delivered to the Company prior
to the effectiveness of such appointment designating such agent or agents and
stating that all appropriate corporate action has been taken by the Trustee in
connection with such appointment.

Any such authenticating agent shall be an agent acceptable to the Company and
shall at all times be a corporation which is organized and doing business under
the laws of the United States or of any State, is authorized under such laws to
act as authenticating agent, has a combined capital and surplus of at least
$5,000,000, and is subject to supervision or examination by Federal or State
authority.

Any authenticating agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company. The Trustee may at any time, and
upon written request of the Company to the Trustee shall, terminate the agency
of any authenticating agent by giving written notice of termination to such
authenticating agent and to the Company.

Any such authenticating agent shall have the rights and immunities of the
Trustee set forth in SECTIONS 2.08, 8.03, 8.04 and 8.05 to the same extent and
as fully to all intents and purposes as though such authenticating agent had
been expressly named in place of the Trustee.

If an appointment is made pursuant to this SECTION 2.10 with respect to any
series of Notes, such Notes shall have endorsed thereon, in addition to the
Trustee's Certificate of Authentication, an alternate Trustee's Certificate of

                                       21
<Page>

Authentication substantially in the following form:

     (ALTERNATE FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION)

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

                                                [                              ]
                                                                  as Trustee


                                                 By
                                                   -----------------------------
                                                         AUTHENTICATING AGENT


                                                 By
                                                   -----------------------------
                                                          AUTHORIZED OFFICER


     SECTION 2.11. (a) If the Company shall establish pursuant to Section 201
that the Notes of a particular series are to be issued as a Depository Note,
then the Company shall execute and the Trustee shall, in accordance with
SECTIONS 2.02 AND 2.03 and the Company Order delivered to the Trustee
thereunder, authenticate and deliver, a Depository Note which (i) shall
represent, and shall be denominated in an amount equal to the aggregate
principal amount of, all of the Outstanding Notes of such series, (ii) shall be
registered in the name of the Depository or its nominee, (iii) shall be
delivered by the Trustee to the Depository or pursuant to the Depository's
instruction and (iv) shall bear a legend substantially to the following effect:
"Except as otherwise provided in Section 2.11 of the Indenture, this Note may be
transferred, in whole but not in part, only to another nominee of the Depository
or to a successor Depository or to a nominee of such successor Depository"

        (b) Notwithstanding any other provision of this SECTION 2.11 or of
     SECTION 2.05, the Depository Note of a series may be transferred, in whole
     but not in part and in the manner provided in SECTION 2.05, only to another
     nominee of the Depository for such series, or to a successor Depository for
     such series selected or approved by the Company or to a nominee of such
     successor Depository.

        (c) If at any time the Depository for a series of Notes notifies the
     Company that it is unwilling or unable to continue as Depository for such
     series or if at any time the Depository for such series shall no longer be
     registered or in good standing under the Securities Exchange Act of 1934,
     as amended, or other applicable statute or regulation and a successor
     Depository for such series is not appointed by the Company within 90 days
     after the Company receives such notice or becomes aware of such condition,
     as the case may be, this SECTION 2.11 shall no longer be applicable to the
     Notes of such series and the Company will execute, and the Trustee will
     authenticate and deliver, Notes of such series in definitive registered
     form without coupons, in authorized denominations, and in an aggregate
     principal amount equal to the principal amount of the Depository Note of
     such series then Outstanding in exchange for such Depository Note. In
     addition, the Company may at any time determine that the Notes of any
     series shall no longer be represented by a Depository Note and that the
     provisions of this SECTION 2.11 shall no longer apply to the Notes of such
     series. In such event the Company will execute and the Trustee, upon
     receipt of an Officers' Certificate evidencing such determination by the
     Company, will authenticate and deliver Notes of such series in definitive
     registered form without coupons, in authorized denominations, and in an
     aggregate principal amount equal to the principal amount of the Depository
     Note of such series in exchange for such Depository Note. Upon the exchange
     of the Depository Note for such Notes in definitive

                                       22
<Page>

     registered form without coupons, in authorized denominations, the
     Depository Note shall be cancelled by the Trustee. Such Notes in definitive
     registered form issued in exchange for the Depository Note pursuant to this
     SECTION 2.11(C) shall be registered in such names and in such authorized
     denominations as the Depository, pursuant to instructions from its direct
     or indirect participants or otherwise, shall instruct the Trustee.

                                       23
<Page>

                                   ARTICLE III

                                    COVENANTS

     SECTION 3.01. The Company will duly and punctually pay the principal of
(and premium, if any) and interest on the Notes in accordance with the terms of
the Notes and the Indenture.

     SECTION 3.02. The Company will maintain an office or agency at each place
at which the principal of (and premium, if any) or interest on any of the Notes
is payable, where Notes may be presented or surrendered for payment, where Notes
may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Company in respect of the Notes and the Indenture may
be served. The Company will give prompt written notice to the Trustee of the
location, and of any change in the location, of each such office or agency. If
at any time the Company shall fail to maintain any such 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 Company hereby appoints the Trustee its agent to
receive all such presentations, surrenders, notices and demands.

     SECTION 3.03. If the Company shall at any time act as its own Paying Agent,
it will, on or before each due date of the principal of (and premium, if any) or
interest on, any of the Notes, segregate and hold in trust for the benefit of
the Persons entitled thereto a sum sufficient to pay the principal (and premium,
if any) or interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

If the Company shall have one or more Paying Agents, it will, on or before each
due date of the principal of (and premium, if any) or interest on, any of the
Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and
premium, if any) or interest so becoming due, such sum to be held in trust for
the benefit of the Persons entitled to such principal, premium or interest, and
(unless such Paying Agent is the Trustee) the Company will promptly notify the
Trustee of its action or failure so to act.

The Company 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 3.03, that such Paying
Agent will:

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

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

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

                                       24
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The Company may at any time, for the purpose of obtaining the satisfaction and
discharge of the Indenture or for any other purpose, pay, or by Company Order
direct any Paying Agent to pay, to the Trustee all sums held in trust by the
Company or such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by the Company or such Paying
Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

Any money deposited with the Trustee or any Paying Agent, or then held by the
Company, in trust for the payment of the principal of (and premium, if any) or
interest on any Note and remaining unclaimed for three years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Note shall thereafter, as
an unsecured creditor, look only to the Company for payment thereof, and all
liability of the Trustee or such Paying Agent with respect to such trust money,
and all liability of the Company as trustee thereof, shall thereupon cease;
PROVIDED, HOWEVER, that the Trustee or such Paying Agent, before being required
to make any such repayment, may at the expense of the Company cause to be
published once, in an Authorized Newspaper in New York City, or mail to each
such Holder, or both, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, or mailing any unclaimed balance of such money then remaining
will be repaid to the Company.

     SECTION 3.04. The Company will pay or discharge or cause to be paid or
discharged, before the same shall become delinquent, (1) all taxes, assessments
and governmental charges levied or imposed upon it or upon its income, profits
or property, and (2) all lawful claims for labor, materials and supplies which,
if unpaid, might by law become a lien upon its property; provided, however, that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.

     SECTION 3.05. The Company will deliver to the Trustee, within 120 days
after the end of each fiscal year, a written statement (which need not comply
with SECTION 1.02) signed by the Chairman or President, or a Group Executive or
Vice President and by the Treasurer, an Assistant Treasurer, the Controller or
an Assistant Controller, or the Secretary or an Assistant Secretary of the
Company, either of which shall be a Principal Executive Officer, Principal
Financial Officer or Principal Accounting Officer, stating, as to each signer
thereof, whether or not to the best of his knowledge, the Company is in default
in the performance of any of its obligations under the Indenture, and, if there
is a default in the fulfillment of any such obligation, specifying each such
default known to him and the nature and status thereof.

     SECTION 3.06. Subject to ARTICLE X, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; PROVIDED, HOWEVER,
that the Company shall not be required to preserve or cause to be preserved any
right or franchise if the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and that
the loss thereof is not disadvantageous in any material respect to the Holders.

     SECTION 3.07. The Company shall file with the Trustee within 15 days after
it files them with the SEC copies of the annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. The Company also shall comply with the other provisions of TIA
Sections 314(a).

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     SECTION 3.08. (a) The Company will not issue, assume or guarantee any
indebtedness for borrowed money (referred to in this Section as "indebtedness,"
which term shall not include any guarantee, cash deposit or other recourse
obligation in connection with the sale, securitization or discount by the
Company of finance or accounts receivables, trade acceptances or other paper
arising in the ordinary course of its business) secured by a mortgage, security
interest, pledge or lien (referred to in this Section as "mortgage" or
"mortgages") of or upon any property of the Company whether such property is
owned at the date of this Indenture or thereafter acquired, without making
effective provision whereby the Notes (together with, if the Company shall so
determine, any other indebtedness issued, assumed or guaranteed by the Company
and then existing or thereafter created) shall be secured by such mortgage
equally and ratably with (or, at the option of the Company, prior to) such
indebtedness, so long as such indebtedness shall be so secured; provided that
the foregoing shall not apply to any of the following:

     (1) mortgages of or upon any property acquired, constructed or improved by,
     or of or upon any shares of capital stock or indebtedness acquired by, the
     Company after the date of the Indenture (A) to secure the payment of all or
     any part of the purchase price of such property, shares of capital stock or
     indebtedness upon the acquisition thereof by the Company, or (B) to secure
     any indebtedness issued, assumed or guaranteed by the Company prior to, at
     the time of, or within 360 days after (i) in the case of property, the
     later of the acquisition, completion of construction (including any
     improvements on existing property) or commencement of commercial operation
     of such property or (ii) in the case of shares of capital stock or
     indebtedness, the acquisition of such shares of capital stock or
     indebtedness, which indebtedness is issued, assumed or guaranteed for the
     purpose of financing or refinancing all or any part of the purchase price
     of such property, shares of capital stock or indebtedness and, in the case
     of property, the cost of construction thereof or improvements thereon,
     PROVIDED that in the case of any such acquisition, construction or
     improvement of property, the mortgage shall not apply to any property,
     shares of capital stock or indebtedness theretofore owned by the Company
     other than, in the case of any such construction or improvement, any
     theretofore unimproved or substantially unimproved real property on which
     the property so constructed or the improvement is located;

     (2) mortgages of or upon any property, shares of capital stock or
     indebtedness, which mortgages exist at the time of acquisition of such
     property, shares or indebtedness by the Company;

     (3) mortgages of or upon any property of a corporation, which mortgages
     exist at the time such corporation is merged with or into or consolidated
     with the Company or which mortgages exist at the time of a sale or transfer
     of the properties of a corporation as an entirety or substantially as an
     entirety to the Company;

     (4) mortgages to secure indebtedness of the Company to any Subsidiary;

     (5) mortgages in favor of the United States of America or any State
     thereof, or any department, agency or instrumentality or political
     subdivision of the United States of America or any State thereof, or in
     favor of any other country or political subdivision, to secure partial,
     progress, advance or other payments pursuant to any contract or statute or
     to secure any indebtedness incurred or guaranteed for the purpose of
     financing or refinancing all or any part of the purchase price of the
     property, shares of capital stock or indebtedness subject to such
     mortgages, or the cost of constructing or improving the property subject to
     such mortgages (including, with-out limitation, mortgages incurred in
     connection with pollution control, industrial revenue or similar
     financings);

     (6) mortgages on properties financed through tax-exempt municipal
     obligations; provided that such mortgages are limited to the property so
     financed;

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     (7) mortgages existing on the date of execution of the Indenture; and

     (8) any extension, renewal, refunding or replacement (or successive
     extensions, renewals or replacements) in whole or in part of any mortgage
     existing at the date of the Indenture or any mortgage referred to in the
     foregoing Clauses (1) through (7), inclusive, provided, however, that the
     principal amount of indebtedness secured thereby shall not exceed the
     principal amount of indebtedness so secured at the time of such extension,
     renewal, refunding or replacement, and that such extension, renewal,
     refunding or replacement shall be limited to all or a part of the property
     (plus improvements and construction on such property), shares of capital
     stock or indebtedness which was subject to the mortgage so extended,
     renewed, refunded or replaced.

           (b) Notwithstanding the provisions of subsection (a) of this Section,
         the Company may, without equally and ratably securing the Notes, issue,
         assume or guarantee indebtedness secured by a mortgage not excepted by
         Clauses (1) through (8) of such subsection (a), if the aggregate amount
         of such indebtedness, together with all other indebtedness of, or
         indebtedness guaranteed by, the Company existing at such time and
         secured by mortgages not so excepted, does not at the time exceed 10%
         of the Company's Consolidated Net Worth. "Consolidated Net Worth" shall
         be the difference between the Company's consolidated assets and
         consolidated liabilities as shown on the Company's most recent audited
         consolidated financial statement prepared in accordance with generally
         accepted accounting principles.

           (c) An arrangement with any Person providing for the leasing by the
         Company of any property, which property has been or is to be sold or
         transferred by the Company to such Person with the intention that such
         property be leased back to the Company, shall not be deemed to create
         any indebtedness secured by a mortgage if the obligations in respect of
         such lease would not be included as liabilities on a consolidated
         balance sheet of the Company.

         The Company may fail or omit in any particular instance to comply with
         the covenant set forth in this SECTION 3.08 if the Company shall have
         obtained and filed with the Trustee prior to the time for such
         compliance the consent in writing of the Holders of at least a majority
         in aggregate principal amount of all of the Notes at the time
         Outstanding either waiving such compliance in such instance or
         generally waiving compliance with such covenant, but no such waiver
         shall extend to or affect any obligation not expressly waived or impair
         any right consequent thereon.

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                                   ARTICLE IV

                         REPAYMENT AT OPTION OF HOLDERS

     SECTION 4.01. If the Board Resolution or supplemental indenture, as the
case may be, with respect to the Notes of any particular series so provides,
such Notes shall be subject to repayment at the option of the Holder prior to
their Stated Maturity, on such terms as set forth in the Board Resolution or
supplemental indenture pertaining to such Notes, upon the receipt by the
Company of the notice entitled, "Option to Elect Repayment" as specified in
SECTION 4.02.

     SECTION 4.02. To be repaid at the option of the Holder, Notes must be
received, with the notice entitled "Option to Elect Repayment" on the reverse of
the Notes duly completed, which notice may be generally in the form set forth in
Schedule A hereto (with any such insertions, omissions and variations as
determined by the Board of Directors), by the Trustee at its Corporate Trust
Office (or at such other place of which the Company shall from time to time
notify the Holders of the Notes) within the periods specified by the terms of
the Notes. Effective exercise of the repayment option by the Holder shall be
irrevocable. Upon such completion and receipt of such form, Notes for which the
option has been exercised become due and payable on the repayment date at the
repayment price plus accrued interest (if any), except that interest, the Stated
Maturity of which is on or prior to such repayment date, shall be payable to the
Holders of such Notes of record on the relevant Record Dates according to their
terms and the provisions of SECTION 2.07. From and after such repayment date
(unless the Company shall default in the payment of the repayment price) such
Notes shall cease to bear interest.

                                       28
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                                    ARTICLE V

                       REDEMPTION OF NOTES; SINKING FUNDS

     SECTION 5.01. Notes of any series, which are redeemable before their Stated
Maturity at the option of the Company or otherwise shall be redeemable in
accordance with their terms and in accordance with the following provisions of
this ARTICLE V.

     SECTION 5.02. The election of the Company to redeem Notes of any series
shall be evidenced by a Board Resolution or, if an Officer of the Company has
been duly authorized with respect to the redemption of Notes, a certificate from
such Officer to the Trustee authorizing such actions as are necessary or
appropriate to effect the redemption and a Board Resolution evidencing such
Officer's authority. In case of any redemption at the option of the Company of
less than all of the Notes of any series the Company shall, at least 45 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee by Company Order of such
Redemption Date and of the principal amount of Notes to be redeemed.

     SECTION 5.03. If less than all the Notes of any series are to be redeemed,
and unless otherwise provided with respect to the Notes of any particular
series, the particular Notes to be redeemed shall be selected by the Trustee
from the Outstanding Notes of such series not previously called for redemption,
by lot or by such other method as the Trustee shall deem fair and appropriate
and which may provide for the selection for redemption of portions of the
principal of Notes, provided, however, that except with respect to Notes being
redeemed pursuant to the operation of a sinking fund, no such partial redemption
shall reduce the portion of the principal amount of a Note of such series not
redeemed to less than the minimum denomination for a Note of that series. The
portions of the principal of Notes so selected for partial redemption shall be
equal to the smallest authorized denomination of the Notes of such series or an
integral multiple thereof.

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

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

     SECTION 5.04. Notice of redemption shall be given not less than 30 or more
than 60 days prior to the Redemption Date, to each Holder of Notes to be
redeemed, at his address appearing in the Note Register.

     All notices of redemption shall state:

          (1) the series designation of the Notes to be redeemed,
          (2) the Redemption Date,
          (3) the Redemption Price
          (4) if less than all Outstanding Notes of such series are to be
          redeemed, the identification (and, in the case of partial redemption,
          the respective principal amounts) of the Notes of such Holder to be
          redeemed,

          (5) that on the Redemption Date the Redemption Price will become due
          and payable upon each such Note, and that, if applicable, interest
          thereon shall cease to accrue from and after said date,

                                       29
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          (6) the place where such Notes are to be surrendered for payment of
          the Redemption Price, which shall be the office or agency of the
          Company at any place at which the principal of such Notes is payable,
          and

          (7) if Notes are to be redeemed pursuant to any sinking or purchase
          fund established for any series of Notes, that the redemption is being
          made for the purposes of such sinking or purchase fund.

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

     SECTION 5.05. On or prior to any Redemption Date, the Company shall deposit
with the Trustee or with a Paying Agent (or, if the Company is acting as its own
Paying Agent, segregate and hold in trust as provided in SECTION 3.03) an amount
of money sufficient to pay the Redemption Price plus accrued interest of all the
Notes which are to be redeemed on that date.

     SECTION 5.06. Notice of redemption having been given as aforesaid, the
Notes so to be redeemed shall, on the Redemption Date, become due and payable at
the Redemption Price therein specified and from and after such date (unless the
Company shall default in the payment of the Redemption Price) such Notes shall
cease to bear interest. Upon surrender of such Notes for redemption in
accordance with such notice, such Notes shall be paid by the Company at the
Redemption Price. Interest, the Stated Maturity of which is on or prior to the
Redemption Date, shall be payable to the Holders of such Notes of record on the
relevant Record Dates according to their terms and the provisions of SECTION
2.07.

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

     SECTION 5.07. Any Note which is to be redeemed only in part shall be
surrendered to the Trustee or Paying Agent (with, if the Company or the Trustee
so requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Company and the Trustee duly executed by, the Holder thereof
or his attorney duly authorized in writing) and the Company shall execute and
the Trustee shall authenticate and deliver to such Holder, without service
charge, a new Note or Notes of the same series, of any authorized denominations
as requested by such Holder in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Note so surrendered.

     SECTION 5.08. The provisions of this ARTICLE V shall be applicable to any
sinking fund for the retirement of Notes of any series except as otherwise
specified as contemplated in such Notes.

The minimum amount of any sinking fund payment provided for by the terms of
Notes of any series is herein referred to as a "mandatory sinking fund payment",
and any payment in excess of such minimum amount provided for by the terms of
Notes of any series is herein referred to as an "optional sinking fund payment".
If provided for by the terms of Notes of any series, the cash amount of any
sinking fund payment may be subject to reduction as provided in SECTION 5.09.
Each sinking fund payment shall be applied to the redemption of Notes of any
series as provided for by the terms of Notes of such series.

     SECTION 5.09. The Company (1) may deliver to the Trustee for cancellation
Outstanding Notes of a series (other than any previously called for redemption)
and (2) may apply as a credit Notes of a series containing identical terms and
provisions which have been redeemed either at the election of the Company
pursuant to

                                       30

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30 the terms of such Notes or through the application of permitted optional
sinking fund payment pursuant to the terms of such Notes, in each case in
satisfaction of all or any part of any mandatory sinking fund payment with
respect to the Notes of such series required to be made pursuant to the terms of
such Notes as provided for by the terms of such Notes; provided that such Notes
shall not have been previously so credited. Such Notes shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Notes for redemption through operation of the mandatory sinking fund and
the amount of such mandatory sinking fund payment shall be reduced accordingly

     SECTION 5.10. Not less than 45 days prior to each sinking fund payment date
for Notes of any series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking fund
payment and optional sinking fund payment, if any, for that series of Notes
pursuant to the terms thereof, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Notes of that series pursuant to Section
5.09 and will also deliver to the Trustee any Notes to be so delivered if not
theretofore delivered. Not less than 30 days before each such sinking fund
payment date the Company shall cause to be selected the Notes to be redeemed
upon such sinking fund payment in the manner specified in SECTION 5.03 and shall
cause notice of the redemption thereof to be given in the name of and at the
expense of the Company in the manner provided in SECTION 5.04. The Company shall
deposit the amount of cash, if any, required for such sinking fund payment with
the Trustee in the manner provided in SECTION 5.05. Such notice having been duly
given, the redemption of such Notes shall be made upon the terms and in the
manner stated in SECTIONS 5.06 and 5.07.

                                       31
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                                   ARTICLE VI

                           SATISFACTION AND DISCHARGE

     SECTION 6.01. This Indenture shall cease to be of further effect (except as
to any surviving rights of registration of transfer or exchange of Notes if
herein or in any supplemental indenture expressly provided for), and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of the Indenture, when

          (1) either

               (A) all Notes theretofore authenticated and delivered (other than
               (i) Notes which have been destroyed, lost or stolen and which
               have been replaced or paid as provided in SECTION 2.06, and
               (ii) Notes for whose payment money has theretofore been deposited
               in trust or segregated and held in trust by the Company and
               thereafter repaid to the Company or discharged from such trust,
               as provided in SECTION 3.03) have been delivered to the Trustee
               for cancellation; or

               (B) all such Notes not theretofore delivered to the Trustee for
               cancellation

                    (i) have become due and payable, or

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

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

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

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

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

Notwithstanding the satisfaction and discharge of the Indenture, the obligations
of the Company to the Trustee under SECTION 8.07, the obligations of the Trustee
to any authenticating agent under SECTION 2.10 AND, if money shall have been
deposited with the Trustee pursuant to subclause (B) of clause (i) of this
Section, the obligations of the Trustee under SECTION 6.02 and the last
paragraph of SECTION 3.03 shall survive.

     SECTION 6.02. Subject to the provisions of the last paragraph of SECTION
3.03, all money deposited with the Trustee pursuant to SECTION 6.01 shall be
held in trust and applied by it, in accordance with the provisions of the Notes
and the Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee; but such money need not be segregated from other funds except to the
extent required by law.

     SECTION 6.03. Unless this SECTION 6.03 shall be deemed inapplicable to a
series of Notes pursuant to the Board Resolution or supplemental indenture
creating such series, the Company shall be deemed to have paid and discharged
the entire indebtedness on all the

                                       32
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Outstanding Notes of any such series and the Trustee, at the demand of and at
the expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of such indebtedness, when

     (1) either

          (A) with respect to all Outstanding Notes of such series,

               (i) the Company has deposited or caused to be deposited with the
               Trustee as trust funds in trust for the purpose of discharging
               such indebtedness an amount sufficient to pay and discharge the
               entire indebtedness on all Outstanding Notes of such series for
               principal (and premium, if any) and interest to the Stated
               Maturity or any Redemption Date as contemplated by the
               penultimate paragraph of this SECTION 6.03, as the case may be;
               or

               (ii) the Company has deposited or caused to be deposited with the
               Trustee as obligations in trust for the purpose of discharging
               such indebtedness such amount of direct obligations of, or
               obligations the principal of and interest on which are fully
               guaranteed by, the United States of America and which are not
               callable at the option of the issuer thereof as will, together
               with the income to accrue thereon without consideration of any
               reinvestment thereof, be sufficient to pay and discharge the
               entire indebtedness on all Outstanding Notes of such series for
               principal (and perm-um, if any) and interest to the Stated
               Maturity or any Redemption Date as contemplated by the
               penultimate paragraph of this SECTION 6.03, as the case may be;
               or

          (B) the Company has properly fulfilled such other means of
          satisfaction and discharge as is specified in the Board Resolution or
          supplemental indenture applicable to the Notes of such series; and

     (2) the Company has paid or caused to be paid all other sums payable with
     respect to the Outstanding Notes of such series; and

     (3) the Company has delivered to the Trustee a certificate of a firm of
     independent public accountants certifying as to the sufficiency of the
     amounts deposited pursuant to subsections (A)(i) or (ii) of this Section
     for payment of the principal (and premium, if any) and interest on the
     dates such payments are due, an Officers' Certificate and an Opinion of
     Counsel, each such Certificate and Opinion stating that all conditions
     precedent herein provided for relating to the satisfaction and discharge of
     the entire indebtedness on all Outstanding Notes of any such series have
     been complied with.

Any deposits with the Trustee referred to in SECTION 6.03(1)(A) above shall be
irrevocable and shall be made under the terms of an escrow trust agreement in
form and substance satisfactory to the Trustee. If any Outstanding Notes of such
series are to be redeemed prior to their Stated Maturity, whether pursuant to
any optional redemption provisions or in accordance with any mandatory sinking
fund requirement, the Company shall make such arrangements as are satisfactory
to the Trustee for the giving of notice of redemption by the Trustee in the
name, and at the expense, of the Company.

Upon the satisfaction of the conditions set forth in this SECTION 6.03 with
respect to all the Outstanding Notes of any series, the terms and conditions of
such series, including the terms and conditions with respect thereto set forth
in the Indenture, shall no longer be binding upon, or applicable to, the
Company, other than the provisions of SECTIONS 2.05, 2.06 and 3.02 and other
than the right of Holders of Notes of such series to receive, from the trust
fund described in this Section, payment of the principal of and the interest on
such Notes when such payments are due and other than the rights, powers, duties
and immunities of the Trustee hereunder (including the obligations of the
Company to the Trustee under SECTION 8.07).

                                       33
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                                   ARTICLE VII
                                    REMEDIES

           SECTION 7.01. "EVENT OF DEFAULT", wherever used herein with respect
         to Notes of any series, means any one of the following events (whatever
         the reason for such Event of Default and whether it shall be voluntary
         or involuntary or be effected by operation of law pursuant to any
         judgement, decree or order of any court or any order, rule or
         regulation of any administrative or governmental body):

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

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

              (3) default in the deposit under SECTION 5.10 of any
              installment of any sinking fund or similar payment with respect
              to Notes of that series when and as payable by the terms of the
              Board Resolution or supplemental indenture establishing such
              series, and continuance of such default for a period of 30 days;
              or

              (4) default in the performance, or breach, of any covenant or
              warranty of the Company in the Indenture (other than a covenant or
              warranty a default in whose performance or whose breach is
              elsewhere in this SECTION 7.01 specifically dealt with or which
              has expressly been included in the Indenture solely for the
              benefit of Notes of a series other than that series), and
              continuance of such default or breach for the period of time and
              after the notice specified below;

              (5)  the entry of a decree or order by a court having
              jurisdiction in the premises adjudging the Company a bankrupt or
              insolvent, or approving as properly filed a petition seeking
              reorganization, arrangement, adjustment or composition of or in
              respect of the Company under the Federal Bankruptcy Code or any
              other applicable Federal or State law, or appointing a receiver,
              liquidator, assignee, trustee, sequestrator (or other similar
              official) of the Company or of any substantial part of its
              property, or ordering the winding up or liquidation of its
              affairs, and the continuance of any such decree or order
              unstayed and in effect for a period of 60 consecutive days; or

              (6)  the institution by the Company of proceedings to be
              adjudicated a bankrupt or insolvent, or the consent by it to the
              institution of bankruptcy or insolvency proceedings against it,
              or the filing by it of a petition or answer or consent seeking
              reorganization or relief under the Federal Bankruptcy Code or
              any other applicable Federal or State law, or the consent by it
              to the filing of any such petition or to the appointment of a
              receiver, liquidator, assignee, trustee, sequestrator (or other
              similar official) of the Company or of any substantial part of
              its property, or the making by it of an assignment for the
              benefit of creditors, or the admission by it in writing of its
              inability to pay its debts generally as they become due, or the
              taking of corporate action by the Company in furtherance of any
              such action; or

              (7)  default by the Company beyond any period of grace provided
              for with respect thereto in any payment of principal or interest
              on any obligation for borrowed money, other than any of the
              Notes, under an indenture in which the Trustee is acting as the
              trustee for security holders, or in the performance of any other
              term, condition or covenant contained in any such indenture,
              which results in the principal amount of such indebtedness
              becoming or being declared due and payable prior to the date on
              which it would otherwise be due and payable, without such
              acceleration being rescinded or annulled within the period and
              after the notice specified below, and such principal amount
              exceeds $150,000,000.

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A default with respect to any series of Notes under clause (4) or clause (7) is
not an Event of Default until the Trustee notifies the Company, or the Holders
of at least 25% in principal amount of the outstanding Notes of that series
notify the Company and the Trustee, of the default and the Company does not cure
the default within 60 days in the case of clause (4) and 30 days in the case of
clause (7) after receipt of the notice. The notice must specify the default,
demand that it be remedied and state that the notice is a "Notice of Default".

     SECTION 7.02. If an Event of Default occurs with respect to Notes of any
series at the time Outstanding and is continuing, then and in every such case
the Trustee or the Holders of not less than 25% in principal amount of the
Outstanding Notes of that series may declare the principal of all the Notes of
that series (or, if the Notes of that series are Original Issue Discount Notes,
such portion of the principal amount thereof as may be specified in the terms of
such Notes) to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal shall become immediately due and payable.

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 VII provided, the Holders of a majority in
principal amount of the Notes then Outstanding of that series, by written notice
to the Company and the Trustee, may rescind and annul such declaration and its
consequences if

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

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

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

          (C) to the extent that payment of such interest is lawful, interest
          upon overdue installments of interest, if any, at the rate or the
          respective rates borne by the Notes of that series or at a rate
          otherwise specified therein, and

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

     (2) all Events of Default, other than the non-payment of the principal of
     Notes of that series which have become due solely by such acceleration,
     have been cured or waived as provided in SECTION 7.13.

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

     SECTION 7.03. The Company covenants that if

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

          (2) default is made in the payment of the principal of (or premium, if
          any, on) any Notes at the Maturity thereof, the Company will, upon
          demand of the Trustee, pay to it, for the benefit of the Holders of
          such Notes, the whole amount then due and payable on such Notes for
          principal (and premium, if any) and interest, with interest upon the
          overdue principal (and premium, if any) and, to the extent that
          payment of such interest shall be legally enforceable, upon overdue
          installments of interest, at the rate or respective rates borne by
          such Notes or at the rate or respective rates specified therein; and,
          in addition thereto, such further amount as shall be sufficient to
          cover

                                       35
<Page>

          the costs and expenses of collection, including the reasonable
          compensation, expenses, disbursements and advances of the Trustee, its
          agents and counsel.

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

If an Event of 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 the Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

     SECTION 7.04. In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Notes or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Notes shall
then be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand on the Company
for the payment of overdue principal or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise,

     (i) to file and prove a claim for the whole amount of principal (and
     premium, if any) and interest owing and unpaid in respect of the Notes 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

     (ii) 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, liquidator, sequestrator (or other similar
     official) in any such judicial proceeding is hereby authorized by each
     Holder to make such payments to the Trustee, and in the event that the
     Trustee shall consent to the making of such payments directly to the
     Holders, to pay to the Trustee any amount due to 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
     8.07.

Nothing herein contained shall be deemed to authorize the Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes 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 7.05. All rights of action and claims under this Indenture or the
Notes may be prosecuted and enforced by the Trustee without the possession of
any of the Notes or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Notes in respect of which such judgment
has been recovered.

     SECTION 7.06. Any money collected by the Trustee pursuant to this Article
VII shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the

                                       36
<Page>

distribution of such money on account of principal (or premium, if any) or
interest, upon presentation of the Notes, 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 8.07;

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

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

     SECTION 7.07. No Holder of any Note of any series shall have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless

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

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

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

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

     (5) no direction inconsistent with such written request has been given to
     the Trustee during such 60 day period by the Holders of a majority in
     principal amount of the Outstanding Notes of such series; 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 the
     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 the Indenture, except in the manner
     herein provided and for the equal and ratable benefit of all the Holders.

     SECTION 7.08. Notwithstanding any other provision in the Indenture, the
Holder of any Note shall have the right which is absolute and unconditional to
receive payment of the principal of (and premium, if any) and (subject to
SECTION 2.07) interest on such Note on the respective Stated Maturities
expressed in such Note (or, in the case of redemption, on the Redemption Date)
and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.

     SECTION 7.09. If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under the Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, 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 7.10. 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

                                       37
<Page>

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 7.11. 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
acquiescence therein. Every right and remedy given by this ARTICLE VII 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 7.12. The Holders of a majority in principal amount of the
Outstanding Notes of a series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee with respect to such
series, PROVIDED that

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

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

     SECTION 7.13. The Holders of a majority in principal amount of the
Outstanding Notes of any series affected by an Event of Default may on behalf of
the Holders of such series of Notes waive any past default hereunder and its
consequences, except a default

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

     (2) in respect of a covenant or provision hereof which under SECTION 11.02
     cannot be modified or amended without the consent of the Holder of each
     Outstanding Note affected.

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

     SECTION 7.14. All parties to the Indenture agree, and each Holder of any
Note 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 7.14 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 any series of the
Outstanding Notes, or to any suit instituted by any Holder for the enforcement
of the payment of the principal of (or premium, if any) or interest on any Note
on or after the respective Stated Maturities expressed in such Note for such
interest (or, in the case of redemption, on or after the Redemption Date).

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<Page>

     SECTION 7.15. The Company covenants (to the extent that it may lawfully do
so) that it will not at any time insist upon, or plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay or extension law
wherever enacted, now or at any time hereafter in force, which may affect the
covenants or the performance of the Indenture; and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law had been enacted.

                                       39
<Page>

                                  ARTICLE VIII

                                   THE TRUSTEE

         SECTION 8.01. (a) Except during the continuance of an Event of Default:

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

               (2) in the absence of bad faith on its part, the Trustee may
               conclusively rely, as to the truth of the statements and the
               correctness of the opinions expressed therein, upon certificates
               or opinions furnished to the Trustee and conforming to the
               requirements of the Indenture; but in the case of any such
               certificates or opinions which by any provision hereof are
               specifically required to be furnished to the Trustee, the Trustee
               shall be under a duty to examine the same to determine whether or
               not they conform to the requirements of the Indenture.

          (b) In case an Event of Default has occurred and is continuing, the
          Trustee shall exercise such of the rights and powers vested in it by
          the 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 the Indenture shall be construed to relieve the
       Trustee from liability for its own negligent action, its own negligent
       failure to act, or its own willful misconduct, except that

               (1) this SUBSECTION (c) shall not be construed to limit the
               effect of SUBSECTION (a) of this SECTION 8.01;

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

               (3) the Trustee shall not be liable with respect to any action
               taken or omitted to be taken by it in good faith in accordance
               with the direction of the Holders of a majority in principal
               amount of the Outstanding Notes of a series 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 the Indenture with respect to
               such series; and

               (4) no provision of the Indenture shall require the Trustee to
               expend or risk its own funds or otherwise incur any financial
               liability in the performance of any of its duties hereunder, or
               in the exercise of any of its rights or powers.

     SECTION 8.02. Within 90 days after the occurrence of any default hereunder,
the Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Note Register, notice of such default hereunder known to the
Trustee, unless such default shall have been cured or waived; PROVIDE, HOWEVER,
that, except in the case of a default in the payment of the principal of (or
premium, if any) or interest on any Note or in the payment of any sinking or
purchase fund installment, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive committee or a
trust committee of directors and/or Responsible Officers of the Trustee in good
faith determine that the withholding of such notice is in the interests of the
Holders; and PROVIDED, FURTHER, that in the case of any default of the character
specified in SECTION 7.01(4) no such notice to Holders shall be given until at
least 60 days after the occurrence thereof. For the purpose of this SECTION 8.02
the term "DEFAULT" means any event which is, or after notice or lapse of time or
both would become, an Event of Default.

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<Page>

     SECTION 8.03. Except as otherwise provided in SECTION 8.01:

          (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 or other paper or document believed by it to be
          genuine and to have been signed or presented by the proper party or
          parties;

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

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

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

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

          (f) the Trustee shall not be bound to make any investigation into the
          facts or matters stated in any resolution, certificate, statement,
          instrument, opinion, report, notice, request, direction, consent,
          order, bond, debenture 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 Company,
          personally or by agent or attorney;

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

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

     SECTION 8.04. The recitals contained herein and in the Notes, except the
certificate of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness. The Trustee
makes no representations as to the validity or sufficiency of the Indenture or
of the Notes. The Trustee shall not be accountable for the use or application by
the Company of Notes or the proceeds thereof.

     SECTION 8.05. The Trustee, any Paying Agent, Note Registrar or any other
agent of the Company, in its individual or any other capacity, may become the
owner or pledgee of Notes and, subject to SECTIONS 8.08 and 8.09 may otherwise
deal with the Company with the same rights it would have if it were not Trustee,
Paying Agent, Note Registrar or such other agent.

                                       41
<Page>

     SECTION 8.06. Money held by the Trustee in trust hereunder need not be
segregated from other funds except to the extent required by law. The Trustee
shall be under no liability for interest on any money received by it hereunder
except as otherwise agreed with the Company.

     SECTION 8.07. The Company agrees

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

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

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

As security for the performance of the obligations of the Company under this
Section 8.07 the Trustee shall have a lien prior to the Notes upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the payment of principal of (and premium, if any) or interest on particular
Notes.

     SECTION 8.08. (a) The Indenture shall always have a Trustee with respect
to the Notes of each series which satisfies the requirements of TIA Sections.
310(a)(1). The Trustee shall always have a combined capital and surplus of at
least $5,000,000 as set forth in its most recent annual report of condition.

     (b) The Trustee is subject to TIA Sections. 310(b), including the optional
     provision permitted by the second sentence of TIA Sections. 310(b)(9); it
     being understood that for the purposes of the Indenture, with respect to
     Notes of any series, the provisions of TIA Sections. 310(b) with respect
     to conflicting interests relating to "other securities" shall be
     interpreted to include Notes of each other series and with respect to
     "other indentures" shall include the provisions of the Indenture relating
     to the Notes of such other series. In determining whether the Trustee has
     a conflicting interest as defined in TIA Sections. 310(b)(1), the
     indentures set forth in the Indenture, if any, are excluded.

     SECTION 8.09. The Trustee is subject to TIA Sections. 311(a), excluding
any creditor relationship listed in TIA Sections. 311(b). A Trustee who has
resigned or been removed shall be subject to TIA Sections. 311(a) to the
extent indicated.

     SECTION 8.10. (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 8.11.

     (b) The Trustee may resign at any time by giving written notice thereof to
     the Company. 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 by Act of the Holders of a
     majority in principal amount of the Outstanding Notes, delivered to the
     Trustee and to the Company.

                                       42
<Page>

         (d) If at any time:

               (1) the Trustee shall fail to comply with SECTION 8.08(b) after
               written request therefor by the Company or by any Holder who has
               been a bona fide Holder for at least six months, or

               (2) the Trustee shall cease to be eligible under SECTION 8.08(a)
               and shall fail to resign after written request therefor by the
               Company or by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee, or (ii) subject to SECTION 7.14, any Holder who has been a bona fide
Holder for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for the removal
of the Trustee and the appointment of a successor Trustee.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
     or if a vacancy shall occur in the office of Trustee for any cause, the
     Company, by a Board Resolution, shall promptly appoint a successor Trustee.
     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 Notes
     delivered to the Company and the retiring Trustee, the successor Trustee so
     appointed shall, forthwith upon its acceptance of such appointment, become
     the successor Trustee and supersede the successor Trustee appointed by the
     Company. If no successor Trustee shall have been so appointed by the
     Company or the Holders and accepted appointment in the manner hereinafter
     provided, any Holder who has been a bona fide Holder for at least six
     months may, on behalf of himself and all others similarly situated,
     petition any court of competent jurisdiction for the appointment of a
     successor Trustee.

     (f) The Company shall give notice of each resignation and each removal of
     the Trustee and each appointment of a successor Trustee to the Holders as
     their names and addresses appear in the Note Register. Each notice shall
     include the name of the successor Trustee and the address of its principal
     corporate trust office.

     SECTION 8.11. Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee, and shall
duly assign, transfer and deliver to such successor Trustee all property and
money held by such retiring Trustee hereunder, subject nevertheless to its lien,
if any, provided for in SECTION 8.07. Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts.

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 VIII.

                                       43
<Page>

     SECTION 8.12. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to all or substantially all of the
corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this ARTICLE VIII, without the execution or filing of any paper or any
further act on the part of any of the parties hereto. In case any Notes 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 Notes so authenticated with the
same effect as if such successor Trustee had itself authenticated such Notes.

                                       44
<Page>

                                   ARTICLE IX

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

     SECTION 9.01. The Company covenants and agrees that it will furnish or
cause to be furnished to the Trustee, between May 1 and May 15 and between
November 1 and November 15 in each 12 months' period beginning with June 1,
1992, and at such other times as the Trustee may request in writing, within 30
days after receipt by the Company of any such request, a list in such form as
the Trustee may reasonably require of the names and addresses of the Holders as
of a date not more than 15 days prior to the time such information is furnished.
So long as the Trustee is the Note Registrar no such list need be furnished.

     SECTION 9.02. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in SECTION 9.01 and the names
and addresses of Holders received by the Trustee in its capacity as Note
Registrar. The Trustee may destroy any list furnished to it as provided in
SECTION 9.01 upon receipt of a new list so furnished.

          (b) Holders of Notes may communicate pursuant to TIA Sections. 3l2(b)
          with other Holders with respect to their rights under the Indenture
          or the Notes. The Company, the Trustee, the Note Registrar, and
          anyone else shall have the protection of TIA Sections. 312(c).

     SECTION 9.03. (a) The term "REPORTING DATE", as used in this SECTION
9.03, means either May 15 or November 15 as selected by the Trustee. Within
60 days after the reporting date in each year, the Trustee shall transmit by
mail to all Holders, as their names and addresses appear in the Note
Register, a brief report dated as of such reporting date in accordance with
and to the extent required by TIA Sections. 313(a). The Trustee shall also
comply with TIA Sections. 313(b).

          (b) Reports pursuant to this SECTION 9.03 shall be transmitted by
          mail:

               (1) all Holders of Notes, as the names and addresses of such
               Holders appear in the Note Register;

               (2) to such Holders of Notes as have, within the 2 years
               preceding such transmission, filed their names and addresses with
               the Trustee for that purpose; and except in the case of reports
               pursuant to TIA Sections. 313(b), to all Holders of Notes whose
               names and addresses have been furnished to or received by the
               Trustee pursuant to SECTION 9.01.

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

                                       45
<Page>

                                    ARTICLE X

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     SECTION 10.01. The Company shall not consolidate with or merge into any
other corporation or convey, transfer, sell or lease its properties and assets
as, or substantially as, an entirety to any Person, unless:

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

          (2) immediately after giving effect to such transaction, no Event of
          Default, and no event which, after notice or lapse of time, or both,
          would become an Event of Default shall have happened and be
          continuing; and (3) the Company has delivered to the Trustee an
          Officers' Certificate and an Opinion of Counsel each stating that such
          consolidation, merger, conveyance or transfer and such supplemental
          indenture comply with this SECTION 10.01 and that all conditions
          precedent herein provided for relating to such transaction have been
          complied with.

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


                                       46

<Page>

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

     SECTION 11.01. Without the consent of any Holder, the Company and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

          (1) to create a new series of Notes;

          (2) to evidence the succession of another corporation to the Company,
          and the assumption by any such successor of the covenants of the
          Company herein and in the Notes contained;

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

          (4) to mortgage, pledge, convey, assign and transfer to the Trustee
          any property or assets as security for the Notes and to specify the
          terms and conditions upon which such property or assets are to be held
          and dealt with by the Trustee and to set forth such other provisions
          in respect thereof as may be required by the Indenture or as may,
          consistent with the provisions of the Indenture, be deemed appropriate
          by the Company and the Trustee, or to correct or amplify the
          description of any such property or assets at any time so mortgaged,
          pledged, conveyed and transferred to the Trustee;

          (5) to add any additional Events of Default with respect to all or any
          series of Notes;

          (6) to cure any ambiguity, defect, or inconsistency or to correct or
          supplement any provision contained herein or in any supplemental
          indenture or in any Notes issued hereunder;

          (7) to provide for uncertificated Notes in addition to certificated
          Notes;

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

          (9) to evidence and provide for the acceptance of appointment
          hereunder by a successor Trustee with respect to the Notes of one or
          more series and to add to or change any of the provisions of the
          Indenture as shall be necessary to provide for or facilitate the
          administration of the trusts hereunder by more than one Trustee,
          pursuant to the requirements of SECTION 8.11; or

          (10) to make any change that does not adversely affect the rights of
          any Holder of Notes which are outstanding.

     SECTION 11.02. Subject to the provisions of SECTION 7.12 and SECTION 7.13,
with the consent of the Holders of not less than a majority in principal amount
of the Outstanding Notes of each series which are affected, evidenced by Act of
said Holders delivered to the Company and the Trustee, the Company, when
authorized by a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Notes of such series thereof under the Indenture; PROVIDED,
HOWEVER, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Note affected thereby, (1) change the Stated Maturity
of the principal of, or

                                       47
<Page>

any installment of interest on, any Note, or reduce the principal amount thereof
or the interest thereon or any premium payable upon the redemption thereof, or
reduce the principal amount of an Original Issue Discount Note that would be due
and payable upon a declaration of acceleration of the Maturity thereof, or
change the coin or currency in which any Note or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment on or after the Stated Maturity thereof (or, in the case of redemption,
on or after the Redemption Date), or

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

     (3) modify any of the provisions of this SECTION 11.02 or SECTION 7.13,
     except to increase any such percentage or to provide that certain other
     provisions of the Indenture cannot be modified or waived without the
     consent of the Holder of each Note 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 and SECTION 3.08, or the deletion of this proviso,
     in accordance with the requirements of SECTIONS 8.11 and 11.01(9).

It shall not be necessary for any Act of Holders under this SECTION 11.02 to
approve the particular form of any proposed supplemental in-denture, but it
shall be sufficient if such Act shall approve the substance thereof.

     SECTION 11.03. In executing, or accepting the additional trusts created by,
any supplemental indenture permitted by this ARTICLE XI or the modification
thereby of the trusts created by the Indenture, the Trustee shall be entitled to
receive, and (subject to SECTION 8.01) 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 and that such supplemental
indenture is a valid and binding obligation of the Company in accordance with
its terms. The Trustee may, but shall not be obligated to, enter into any such
supplemental indenture which affect the Trustee's own rights, duties or
immunities under the Indenture or otherwise.

     SECTION 11.04. Upon the execution of any supplemental indenture under this
ARTICLE XI, the 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 Notes theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

     SECTION 11.05. Every supplemental indenture executed pursuant to this
ARTICLE XI shall conform to the requirements of TIA as then in effect.

     SECTION 11.06. Notes authenticated and delivered after the execution of any
applicable supplemental indenture pursuant to this ARTICLE XI may, and shall if
required by the Trustee, bear a notation in form approved by the Trustee as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Notes so modified as to conform, in the opinion of the Trustee
and the Board of Directors, to any such supplemental indenture may be prepared
and executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Notes.

                                       48
<Page>

                                   SCHEDULE A


                              GENERAL FORM OF NOTE
                             [FORM OF FACE OF NOTE]

[IF THE NOTE IS AN ORIGINAL ISSUE DISCOUNT NOTE, INSERT-For purposes of Sections
1271-1273 of the United States Internal Revenue Code of 1986, as amended, the
issue price of this Note is ______% of its principal amount and the issue date
is, _________________200_.]

No.


                            HSBC FINANCE CORPORATION

                                    .... Note

HSBC FINANCE CORPORATION, a Delaware corporation (hereinafter called the
"Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to, or
registered assigns, the principal sum of ________on. [IF THE NOTE IS TO BEAR
INTEREST PRIOR TO MATURITY, INSERT--, and to pay interest thereon at the rate
per annum [of_______%] [set forth on the reverse of this Note]. The Company will
pay interest from, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, [INSERT FREQUENCY OF INTEREST
PERIODS.] (beginning) on,_______ until the principal hereof is paid or duly
provided for. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in the Indenture, be paid to the
Holder of this Note (or one or more Predecessor Notes) of record at the close of
business on the Regular Record Date for such interest, which shall be

[IF APPLICABLE, INSERT--except that interest payable at Maturity shall be paid
to the same Person to whom the principal of this Note is payable.] Interest will
be computed on the basis of [INSERT METHOD OF COMPUTING INTEREST]. Any such
interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date, and may be paid to the Holder
of this Note (or one or more Predecessor Notes) of record at the close of
business on a Special Record Date fixed by the Trustee for the payment of such
defaulted interest, notice whereof shall be given to Holders not less than 10
days prior to such Special Record Date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture.] [IF THE SECURITY IS
NOT TO BEAR INTEREST PRIOR TO MATURITY, INSERT-- The principal of this Note
shall not bear interest except in the case of a default in payment of principal
upon acceleration, upon redemption or at Stated Maturity and in such case the
overdue principal of this Note shall bear interest at the rate of ____% per
annum (to the extent that the payment of such interest shall be legally
enforceable), which shall accrue from the date of such default in payment to the
date payment of such principal has been made or duly provided for. Interest on
any overdue principal shall be payable on demand. Any such interest on any
overdue principal that is not so paid on demand shall bear interest at the rate
of _____% per annum (to the extent that the payment of such interest shall be
legally enforceable), which shall accrue from the date of such demand for
payment to the date payment of such interest has been made or duly provided for,
and such interest shall also be payable on demand.]


Payment of the principal of (and premium, if any) on this Note and, unless
otherwise paid as hereinafter provided, the interest (if any) thereon will be
made at the office or agency of

                                       A-1
<Page>

the Company in the, in such coin or currency of the [United States of America as
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 or draft mailed to the Person entitled thereto at his address
appearing in the Note Register. Additional provisions of this Note are set forth
on the reverse hereof.


Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its facsimile corporate seal.

Dated:                                 HSBC FINANCE CORPORATION





ATTEST:                                By:______________________________________



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





                            [FORM OF REVERSE OF NOTE]

                            HSBC FINANCE CORPORATION

                                    ....NotE

This Note is one of a duly authorized issue of Notes of the Company (herein
called the "Notes"), issuable in series, unlimited in aggregate principal amount
except as may be otherwise provided in respect of the Notes of a particular
series, issued and to be issued under and pursuant to an Indenture dated as of,
200_ (herein called the "Indenture"), duly executed and delivered by the Company
to [insert name of Trustee], as Trustee, and is one of a series designated as
Notes due (herein called the _______"Notes"), [INSERT, AS APPLICABLE-unlimited
in aggregate principal amount, - OR- limited in aggregate principal amount to $
________.] Reference is hereby made to the Indenture and all indentures
supplemental thereto for a description of the rights, limitations of rights,
obligations, duties and immunities thereunder of the Trustee, the Company and
the Holders.

                                       A-2
<Page>

          [AT THE COMPANY'S OPTION, ADDITIONAL PROVISIONS APPLICABLE TO

                       INTEREST RATE MAY BE INSERTED HERE]

[IF APPLICABLE, INSERT--The Notes of this series are subject to redemption upon
not less than 30 days' notice by mail, [IF APPLICABLE, INSERT--(1) ON______in
any year commencing with the year _____and ending with the year ______through
operation of the sinking fund for this series at a Redemption Price equal to
100% of the principal amount and (2)] at any time [on or after
___________,200_], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percent-ages of the principal amount):
If redeemed [on or before________________,___%, and if redeemed] during the
12-month period beginning_____________of the_____________-years indicated,

<Table>
<Caption>

                                  Redemption                 Redemption
Year                                Price     Year              Price
----                           -------------- ----         -----------------
<S>                            <C>            <C>          <C>









</Table>

and thereafter at a Redemption Price equal to_____% of the principal amount,
together in the case of any such redemption [IF APPLICABLE, INSERT--[whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Notes, or
one or more Predecessor Notes, of record at the close of business on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture.]

[IF APPLICABLE, INSERT--The Notes of this series are subject to redemption upon
not less than 30 days' notice by mail, (1) on in any year commencing with the
year and ending with the year through operation of the sinking fund for this
series at the Redemption Prices for redemption through operation of the sinking
fund (expressed as percentages of the principal amount) set forth in the table
below, and (2) at any time [on or after], as a whole or in part, at the election
of the Company, at the Redemption Prices for redemption otherwise than through
operation of the sinking fund (expressed as percentages of the principal amount)
set forth in the table below: If redeemed during a 12- month period beginning of
the years indicated,

                                       A-3
<Page>

<Table>
<Caption>

                               Redemption Price        Redemption Price
                                for Redemption         for Redemption
                                   Through             Otherwise Than
                               Operation of the     Through Operation of
                                 Sinking Fund         the Sinking Fund
Year
----                     ------------------------ ---------------------------
<S>                      <C>                      <C>












</Table>

and thereafter at a Redemption Price equal to_____-% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Notes, or one or more Predecessor
Notes, of record at the close of business on the relevant Regular Record Dates
referred to on the face hereof, all as provided in the Indenture].

[The sinking fund for this series provides for the redemption on in each year
beginning with the year and ending with the year of [not less than]
$______[("mandatory sinking fund") and not more than $_______] aggregate
principal amount of Notes of this series. [Notes of this series acquired or
redeemed by the Company otherwise than through [mandatory] sinking fund payments
may be credited against subsequent [mandatory] sinking fund payments otherwise
required to be made in the inverse order in which they become due.]

[In the event of redemption of this Note in part only, a new Note or Notes of
this series for the unredeemed portion hereof will be issued in the name of the
Holder hereof upon the cancellation hereof.]

[IF APPLICABLE, INSERT--The Notes of this series will be repayable on
______________,_______________, at the option of the holders of the Notes of
this series, at 100% of their principal amount together with interest (if any)
payable to the date of repayment, except that interest, the Stated Maturity of
which is on or prior to such repayment date, shall be payable to the Holders of
Notes of this series, or one or more predecessor Notes, of record on the
relevant Record Dates referred to on the face hereof, all as provided in the
Indenture. In order for a Note of this series to be repaid, the Trustee must
receive at its office or agency in (or at such other address of which the
Company may from time to time notify Holders), during the period from and
including,_________ to and including ___________(or, if such ,is not a Business
Day, the next succeeding Business Day) (i) this Note with the form entitled
"Option to Elect Repayment" on the reverse of this Note duly completed, or (ii)
a telegram, telex, facsimile transmission or letter from a member of a national
securities exchange or the National Association of Securities Dealers, Inc. or a
commercial bank or a trust company in the United States of America setting forth
the name of the Holder of this Note, the principal amount of this Note, the
amount of this Note to be repaid, a statement that the option to elect repayment
is being exercised thereby and a guarantee that this Note to be repaid with the
form entitled "Option to Elect Repayment" on the reverse of this Note duly
completed will be received by the Company not later than five Business Days
after the date of such telegram, telex, facsimile transmission or letter and
such Note and form duly completed are received by the Company by such fifth
Business Day. Any such notice received by the Company during the period from and
including, to and including, shall be irrevocable.

                                       A-4
<Page>

The repayment option may be exercised by the Holder of this Note for less than
the entire principal amount of this Note provided the principal amount which is
to be repaid is equal to $______or an integral multiple of $_______. All
questions as to the validity, eligibility (including time of receipt) and
acceptance of any Note of this series for repayment will be determined by the
Company, whose determination will be final and binding.]

[IF THE NOTE IS NOT AN ORIGINAL ISSUE DISCOUNT NOTE, -If any Event of Default
with respect to Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.]

[IF THE NOTE IS AN ORIGINAL ISSUE DISCOUNT NOTE, --If an Event of Default with
respect to Notes of this series shall occur and be continuing, an amount of
principal of the Notes of this series may be declared due and payable in the
manner and with the effect provided in the Indenture. Such amount shall be equal
to--INSERT FORMULA FOR DETERMINING THE AMOUNT. Upon payment (i) of the amount of
principal so declared due and payable and (ii) of interest on any overdue
principal and overdue interest (in each case to the extent that the payment of
such interest shall be legally enforceable), all of the Company's obligations in
respect of the payment of the principal of and interest, if any, on the Notes of
this series shall terminate.]

The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the Company on this Note upon compliance by the Company with
certain conditions set forth therein, which provisions apply to this Note.

The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders under the Indenture at any time by the
Company with the consent of the Holders of at least a majority in aggregate
principal amount of the Notes at the time Out-standing of each series which is
affected by such amendment or modification, except that certain amendments
specified in the Indenture may be made without approval of Holders of the Notes.
The Indenture also contains provisions permitting the Holders of a majority in
aggregate principal amount of the Outstanding Notes of any series to waive on
behalf of the Holders of such series of Notes compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be binding upon such Holder and upon all future Holders of this
Note and any Note issued upon the registration of transfer hereof or in exchange
here for or in lieu hereof whether or not notation of such consent or waiver is
made upon this Note.

No reference herein to the Indenture and no provision of this Note 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 Note at the times, place, and rate, and in the coin or currency, herein
prescribed.

As provided in the Indenture and subject to certain limitations therein set
forth, transfer of this Note is registrable on the Note Register, upon surrender
of this Note for registration of transfer at the office or agency of the Company
in the _______. duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Note Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Notes of the same series containing identical

                                       A-5
<Page>

terms and provisions, of authorized denominations and for a like aggregate
principal amount, will be issued to the designated transferee or transferees.

The Notes are issuable only as registered Notes without coupons in denominations
of _____________-. As provided in the Indenture and subject to certain
limitations therein set forth, Notes are exchangeable for a like aggregate
principal amount of Notes of the same series containing identical terms and
provisions and of different authorized denominations, as requested by the Holder
surrendering the same.

No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

The Company, the Trustee and any agent of the Company or the Trustee may treat
the person in whose name this Note is registered as the owner hereof for the
purpose of receiving payment as herein provided and for all other purposes
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.

All terms used in this Note which are defined in the Indenture have the meanings
assigned to them in the Indenture.

                                       A-6
<Page>

                        [FORM OF TRUSTEE'S CERTIFICATE OF
                            AUTHENTICATION FOR NOTES]

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


                                            [Insert Name of Trustee]
                                                as Trustee

                                                   By __________________________
                                                          AUTHORIZED OFFICER

                      [FORM OF "OPTION TO ELECT REPAYMENT",
                           IF APPLICABLE, FOR NOTES].
                            OPTION TO ELECT REPAYMENT

The undersigned hereby requests and irrevocably instructs the Company to repay
the within Note on the first occurring not less than nor more than days after
the date of receipt of the within Note by the Trustee at

Attention: __________________ (or at such other place of which the Company shall
from time to time notify the Holder of the within Note), at a price equal to the
principal amount thereof, [together with interest to the date of repayment], to
the undersigned at

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

         --------------------------------------------------------------
          Please Print or Typewrite Name and Address of the undersigned

Dated
                                   ---------------------------------------------

                                       NOTICE: The Signature to This Request and
                                       Instruction Must Correspond With the Name
                                       as Written Upon the Face of the Note in
                                       Every Particular Without Alteration or
                                       Enlargement of any Change Whatever.




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

                                       A-7