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                                                                     EXHIBIT 4.7

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                             ILLINOIS POWER COMPANY

                                       AND

                            BNY MIDWEST TRUST COMPANY


                                   AS TRUSTEE



                                     FORM OF

                                    INDENTURE




















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

                        Dated as of ______________, _____

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Certain Sections of this Indenture relating to Sections 3.10 through 3.18,
inclusive of the Trust Indenture Act of 1939:

<Table>
<Caption>
Trust Indenture
Act Section                           Indenture Section
-----------                           -----------------

<S>                                   <C>
310(a)(1)...........................  6.09
310(a)(2)...........................  6.09
310(a)(3)...........................  Not Applicable
310(a)(4)...........................  Not Applicable
310(a)(5)...........................  6.09
310(b)..............................  6.08
310(c)..............................  Not Applicable
311(a)..............................  6.10, 6.13
311(b)..............................  6.13
311(c)..............................  Not Applicable
312(a)..............................  7.01
.....................................  7.02
312(b)..............................  7.02
312(c)..............................  7.02
313(a)..............................  7.03
313(b)..............................  7.03
313(c)..............................  7.03
313(d)..............................  7.03
314(a)(1)-(3).......................  7.04, 10.07
314(a)(4)...........................  1.01
                                      10.04
314(b)..............................  Not Applicable
314(c)(1)...........................  1.02
314(c)(2)...........................  1.02
314(c)(3)...........................  Not Applicable
314(d)..............................  Not Applicable
314(e)..............................  1.02
315(a)..............................  6.01
315(b)..............................  6.02
315(c)..............................  6.01
315(d)..............................  6.01
315(e)..............................  5.14
315(f)..............................  Not Applicable
316(a)..............................  1.01
316(a)(1)(A)........................  5.02
                                      5.12
316(a)(1)(B)........................  5.13
316(a)(2)...........................  Not Applicable
316(b)..............................  5.08
316(c)..............................  1.04
317(a)(1)...........................  5.03
317(a)(2)...........................  5.04
317(b)..............................  10.03
318(a)..............................  1.08
</Table>

Note: This reconciliation and tie shall not, for any purpose, be deemed to be
a part of this Indenture.

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                                Table of Contents


<Table>
<S>                                                                                                              <C>
ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................................1
         SECTION 1.01   Definitions...............................................................................1
         SECTION 1.02   Compliance Certificates and Opinions......................................................8
         SECTION 1.03   Form of Documents Delivered to Trustee....................................................9
         SECTION 1.04   Acts of Holders...........................................................................9
         SECTION 1.05   Notices, etc., to Trustee and Company....................................................11
         SECTION 1.06   Notice to Holders of Securities; Waiver..................................................11
         SECTION 1.07   Language of Notices, etc.................................................................12
         SECTION 1.08   Conflict With Trust Indenture Act........................................................12
         SECTION 1.09   Effect of Headings and Table of Contents.................................................12
         SECTION 1.10   Successors and Assigns...................................................................12
         SECTION 1.11   Separability Clause......................................................................13
         SECTION 1.12   Benefits of Indenture....................................................................13
         SECTION 1.13   Governing Law............................................................................13
         SECTION 1.14   Legal Holidays...........................................................................13

ARTICLE II. SECURITY FORMS.......................................................................................13
         SECTION 2.01   Forms Generally..........................................................................13
         SECTION 2.02   Form of Trustee's Certificate of Authentication..........................................14
         SECTION 2.03   Securities in Global Form................................................................14
         SECTION 2.04   Form of Legend for Book-Entry Securities.................................................15

ARTICLE III. THE SECURITIES......................................................................................15
         SECTION 3.01   Amount Unlimited; Issuable in Series.....................................................15
         SECTION 3.02   Denominations............................................................................18
         SECTION 3.03   Execution, Authentication, Delivery and Dating...........................................18
         SECTION 3.04   Temporary Securities.....................................................................20
         SECTION 3.05   Registration, Registration of Transfer and Exchange......................................22
         SECTION 3.06   Mutilated, Destroyed, Lost and Stolen Securities and Coupons.............................25
         SECTION 3.07   Payment of Interest; Interest Rights Preserved...........................................26
         SECTION 3.08   Persons Deemed Owners....................................................................27
         SECTION 3.09   Cancellation.............................................................................28
         SECTION 3.10   Computation of Interest..................................................................28
         SECTION 3.11   CUSIP Numbers............................................................................28

ARTICLE IV. SATISFACTION AND DISCHARGE...........................................................................28
         SECTION 4.01   Satisfaction and Discharge of Indenture..................................................28
         SECTION 4.02   Application of Trust Money...............................................................30

ARTICLE V. REMEDIES..............................................................................................30
         SECTION 5.01   Events of Default........................................................................30
         SECTION 5.02   Acceleration of Maturity, Rescission and Annulment.......................................31
         SECTION 5.03   Collection of Indebtedness and suits for Enforcement by Trustee..........................32
         SECTION 5.04   Trustee May File Proofs of Claim.........................................................33


                                       i
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         SECTION 5.05   Trustee May Enforce Claims Without Possession of Securities or Coupons...................33
         SECTION 5.06   Application of Money Collected...........................................................33
         SECTION 5.07   Limitation on Suits......................................................................34
         SECTION 5.08   Unconditional Right of Holders to Receive Principal,
                        Premium and Interest.....................................................................35
         SECTION 5.09   Restoration of Rights and Remedies.......................................................35
         SECTION 5.10   Rights and Remedies Cumulative...........................................................35
         SECTION 5.11   Delay or Omission Not Waiver.............................................................36
         SECTION 5.12   Control by Holders of Securities.........................................................36
         SECTION 5.13   Waiver of Past Defaults..................................................................36
         SECTION 5.14   Undertaking For Costs....................................................................37
         SECTION 5.15   Waiver of Stay or Extension Laws.........................................................37

ARTICLE VI. THE TRUSTEE..........................................................................................37
         SECTION 6.01   Certain Duties and Responsibilities......................................................37
         SECTION 6.02   Notice of Defaults.......................................................................37
         SECTION 6.03   Certain Rights of Trustee................................................................37
         SECTION 6.04   Not Responsible for Recitals or Issuance of Securities...................................38
         SECTION 6.05   May Hold Securities......................................................................39
         SECTION 6.06   Money Held in Trust......................................................................39
         SECTION 6.07   Compensation and Reimbursement...........................................................39
         SECTION 6.08   Disqualification; Conflicting Interests..................................................40
         SECTION 6.09   Corporate Trustee Required; Eligibility..................................................40
         SECTION 6.10   Resignation and Removal; Appointment of Successor........................................40
         SECTION 6.11   Acceptance of Appointment by Successor...................................................41
         SECTION 6.12   Merger, Conversion, Consolidation or Succession to Business..............................42
         SECTION 6.13   Preferential Collection of Claims Against Company........................................43
         SECTION 6.14   Appointment of Authenticating Agent......................................................43

ARTICLE VII. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...................................................45
         SECTION 7.01   Company to Furnish Trustee Names and Addresses of Holders................................45
         SECTION 7.02   Preservation of Information, Communications to Holders...................................45
         SECTION 7.03   Reports by Trustee.......................................................................45
         SECTION 7.04   Reports by Company.......................................................................46

ARTICLE VIII. CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...............................................46
         SECTION 8.01   Company May Consolidate, etc., Only on Certain Terms.....................................46
         SECTION 8.02   Successor Substituted....................................................................46

ARTICLE IX. SUPPLEMENTAL INDENTURES..............................................................................47
         SECTION 9.01   Supplemental Indentures Without Consent of Holders.......................................47
         SECTION 9.02   Supplemental Indentures With Consent of Holders..........................................48


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         SECTION 9.03   Execution of Supplemental Indentures.....................................................49
         SECTION 9.04   Effect of Supplemental Indentures........................................................49
         SECTION 9.05   Conformity With Trust Indenture Act......................................................49
         SECTION 9.06   Reference in Securities to Supplemental Indentures.......................................50

ARTICLE X. COVENANTS.............................................................................................50
         SECTION 10.01  Payment of Principal, Premium and Interest...............................................50
         SECTION 10.02  Corporate Existence and Maintenance of Office or Agency..................................50
         SECTION 10.03  Money for Securities Payments to be Held in Trust........................................51
         SECTION 10.04  Additional Amounts.......................................................................53
         SECTION 10.05  Purchase of Securities by Company or Subsidiary..........................................53
         SECTION 10.06  Appointment to Fill Vacancies in Trustee's Office........................................54
         SECTION 10.07  Statement by Officer as to Default.......................................................54
         SECTION 10.08  Waiver of Certain Covenants..............................................................54
         SECTION 10.09  Calculation of Original Issue Discount...................................................54

ARTICLE XI. REDEMPTION OF SECURITIES.............................................................................54
         SECTION 11.01  Applicability of Article.................................................................54
         SECTION 11.02  Election to Redeem; Notice to Trustee....................................................54
         SECTION 11.03  Selection of Securities to be Redeemed...................................................55
         SECTION 11.04  Notice of Redemption.....................................................................55
         SECTION 11.05  Deposit of Redemption Price..............................................................56
         SECTION 11.06  Securities Payable on Redemption Date....................................................56
         SECTION 11.07  Securities Redeemed in Part..............................................................57

ARTICLE XII. SINKING FUNDS.......................................................................................58
         SECTION 12.01  Applicability of Article.................................................................58
         SECTION 12.02  Satisfaction of Sinking Fund Payments With Securities....................................58
         SECTION 12.03  Redemption of Securities for Sinking Fund................................................58

ARTICLE XIII. DEFEASANCE AND COVENANT DEFEASANCE.................................................................59
         SECTION 13.01  Company's Option to Effect Defeasance or Covenant Defeasance.............................59
         SECTION 13.02  Defeasance and Discharge.................................................................59
         SECTION 13.03  Covenant Defeasance......................................................................59
         SECTION 13.04  Conditions to Defeasance or Covenant Defeasance..........................................59
         SECTION 13.05  Deposited Money and U.S. Government Obligations to
                        be Held in Trust; Other Miscellaneous Provisions.........................................61
         SECTION 13.06  Reinstatement............................................................................62

ARTICLE XIV. MEETINGS OF HOLDERS OF BEARER SECURITIES............................................................62
         SECTION 14.01  Purposes for Which Meetings May be Called................................................62
         SECTION 14.02  Call, Notice and Place of Meetings.......................................................62
         SECTION 14.03  Persons Entitled to Vote at Meetings.....................................................63
         SECTION 14.04  Quorum; Action...........................................................................63
         SECTION 14.05  Determination of Voting Rights; Conduct and Adjournment of Meetings......................63
         SECTION 14.06  Counting Votes and Recording Action of Meetings..........................................64


                                       iii
</Table>

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      FORM OF INDENTURE, dated as of ________, ____, between Illinois Power
Company, a corporation duly organized and existing under the laws of the State
of Illinois (herein called the "COMPANY"), having its principal office at 500
South 27th Street, Decatur, Illinois 62521, and BNY Midwest Trust Company, an
Illinois trust company as trustee (herein called the "TRUSTEE").

                             RECITALS OF THE COMPANY

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

      This Indenture is subject to the provisions of the Trust Indenture Act of
1939, as amended, that are required to be part of this Indenture and shall, to
the extent applicable, be governed by such provisions.

      All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

      NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE I.
           DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.01   DEFINITIONS.

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

            (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 Trust
Indenture Act, either directly or by reference therein, have the meanings
assigned to them therein;

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

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


                                       1
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subdivision, and the words "date of this Indenture" and "date hereof" and
other words of similar import refer to the effective date of the original
execution and delivery of this Indenture, viz. ________________.

      "ACT," when used with respect to any Holder of a Security, 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.

      "AUTHENTICATING AGENT" means any Person authorized by the Trustee
pursuant to SECTION 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

      "AUTHORIZED NEWSPAPER" means a newspaper, in the English language or in
an official language of the country of publication, customarily published on
each Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in the place in connection with which
the term is used or in the financial community of such place. Where
successive publications are required to be made in Authorized Newspapers, the
successive publications may be made in the same or in different newspapers in
the same city meeting the foregoing requirements and in each case on any
Business Day.

      "BEARER SECURITY" means any Security in the form established pursuant
to SECTION 2.01 which is payable to bearer, including, without limitation, a
Security in temporary or permanent global form.

      "BOARD OF DIRECTORS" means, with respect to the Company, either the
board of directors of the Company or any duly authorized committee of that
board, and, with respect to any Subsidiary of the Company, either the board
of directors of such Subsidiary or any duly authorized committee of that
board or, if the Subsidiary is not a corporation, the group of Persons having
authority to manage the Subsidiary or any duly authorized committee of that
group.

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

      "BOOK-ENTRY SECURITY" means a Security bearing the legend specified in
SECTION 2.04, evidencing all or part of a series of Securities, issued to the
Depository for such series or its nominee, and registered in the name of such
Depository or nominee. Book-Entry Securities shall not be deemed to be
Securities in global form for purposes of SECTIONS 2.01 and 2.03 and ARTICLE
THREE of this Indenture.

      "BUSINESS DAY," when used with respect to any Place of Payment or any
other particular location referred to in this Indenture or in the Securities,
means each Monday, Tuesday,


                                       2
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Wednesday, Thursday and Friday which is not a day on which banking
institutions in that Place of Payment or other location are authorized or
obligated by law or executive order to close.

      "CERTIFICATION DATE" means with respect to Securities of any series
(i), if Bearer Securities of such series are not to be initially represented
by a temporary global Security, the date of delivery of the definitive Bearer
Security and (ii), if Bearer Securities of such series are initially
represented by a temporary global Security, the earlier of (A) the Exchange
Date with respect to Securities of such series and (B), if the first Interest
Payment Date with respect to Securities of such series is prior to such
Exchange Date, such Interest Payment Date.

      "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the 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 at such time.

      "COMMON DEPOSITARY" has the meaning specified in SECTION 3.04.

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

      "COMPANY REQUEST" or "COMPANY ORDER" means a written request or order
signed in the name of the Company by its Chairman of the Board, its President
or a Vice President, and by its Treasurer, an Assistant Treasurer, its
Secretary or an Assistant Secretary, and delivered to the Trustee.

      "CORPORATE TRUST OFFICE" means the principal office of the Trustee in
Chicago, Illinois, at which at any particular time its corporate trust
business shall be administered, which at the date hereof is located at 2 North
LaSalle Street, Suite 1020, Chicago, Illinois 60602.

                                       3
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      The term "CORPORATION" means a corporation, association, limited
liability company, joint-stock company, business trust or similar
organization.

      The term "COUPON" means any interest coupon appertaining to a Bearer
Security.

      "DEFAULTED INTEREST" has the meaning specified in SECTION 3.07.

      "DEPOSITORY" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Book-Entry
Securities, the clearing agency registered under the Securities Exchange Act
of 1934, as amended, specified for that purpose as contemplated by SECTION
3.01.

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

      "EURO-CLEAR" means the operator of the Euro-clear System.

      "EVENT OF DEFAULT" has the meaning specified in SECTION 5.01.

      "EXCHANGE DATE" has the meaning specified in SECTION 3.04.

      "HOLDER," when used with respect to any Security, means in the case of a
Registered Security the Person in whose name the Security is registered in the
Security Register and in the case of a Bearer Security the bearer thereof and,
when used with respect to any coupon, means the bearer thereof.

      "INDENTURE" means this instrument as originally executed or as it may
from time to time be (i) supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
or (ii) restated to cumulate the terms of such supplemental indentures, and
shall include the terms of a particular series of Securities established as
contemplated by SECTION 3.01 and the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this instrument.

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

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

      "ISSUE DATE" means the Date on which Securities are originally issued
under this Indenture.


                                       4
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      "MATURITY," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes
due and payable as therein or herein provided, whether at the Stated Maturity
or by declaration of acceleration, call for redemption or otherwise.

      "OFFICERS' CERTIFICATE" means a certificate complying with the
provisions of SECTION 1.02 signed by the Chairman of the Board, the President
or a Vice President, and by the Treasurer, an Assistant Treasurer, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.

      "OPINION OF COUNSEL" means a written opinion of counsel, who may be an
employee of or counsel for the Company, and who shall be reasonably
acceptable to the Trustee.

      "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security which is issued
at a price lower than the principal amount payable upon the Stated Maturity
thereof and which provides for an amount less than the principal amount
thereof to be due and payable upon redemption thereof or upon a declaration
of acceleration of the Maturity thereof pursuant to SECTION 5.02.

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

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

                  (ii) Securities for whose payment or redemption money in
the necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the 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 Securities and any coupons appertaining thereto, PROVIDED
that, if such Securities are to be redeemed, notice of such redemption has
been duly given pursuant to this Indenture or provision therefor satisfactory
to the Trustee has been made; and

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

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request,
demand, authorization,

                                       5
<Page>

direction, notice, consent or waiver hereunder or whether a quorum is present
at a meeting of Holders of Securities (a) the principal amount of an Original
Issue Discount Security that shall be deemed to be Outstanding shall be the
amount of the principal thereof that would be due and payable as of the date
of such determination upon acceleration of the Maturity thereof pursuant to
SECTION 5.02, (b) the principal amount of a Security denominated in a foreign
currency or currencies, including composite currencies, shall be the Dollar
equivalent, determined on the date of original issuance of such Security in
the manner provided as contemplated by SECTION 3.01, of the principal amount
(or, in the case of an Original Issue Discount Security, the Dollar equivalent
on the date of original issuance of such Security of the amount determined as
provided in (i) above) of such Security, and (c) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the
Company, or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, or upon any such determination as to the presence
of a quorum, only Securities which a Responsible Officer of the Trustee
actually knows to be so owned shall be so disregarded. Securities so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so
to act with respect to such Securities and that the pledgee is not the
Company, or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor.

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

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

      "PLACE OF PAYMENT," when used with respect to the Securities of any
series, means the place or places as specified in accordance with SECTION
3.01 where, subject to the provisions of SECTION 10.02, the principal of and
any premium and interest on the Securities of that series are payable.

      "PREDECESSOR SECURITY" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by
such particular Security; and for the purposes of this definition, any
Security authenticated and delivered under SECTION 3.06 in exchange for or in
lieu of a mutilated, destroyed, lost or stolen Security or a Security to
which a mutilated, destroyed, lost or stolen coupon appertains shall be
deemed to evidence the same debt as the mutilated, destroyed, lost or stolen
Security or the Security to which the mutilated, destroyed, lost or stolen
coupon appertains, as the case may be.

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

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


                                       6
<Page>

      "REGISTERED SECURITY" means any Security in the form established
pursuant to SECTION 2.01 which is registered in the Security Register.

      "REGULAR RECORD DATE" for the interest payable on any Interest Payment
Date on the Registered Securities of any series means the date specified for
that purpose as contemplated by SECTION 3.01.

      "RESPONSIBLE OFFICER," when used with respect to the Trustee, shall
mean any officer in the corporate trust department (or any successor group)
of the Trustee, including any Vice President, any Trust Officer, or any other
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred at the
Corporate Trust Office because of his or her knowledge of and familiarity
with the particular subject.

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

      "SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in SECTION 3.05.

      "SPECIAL RECORD DATE" for the payment of any Defaulted Interest on the
Registered Securities of any series means a date fixed by the Trustee
pursuant to SECTION 3.07.

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

      "SUBSIDIARY" of a Person means (i) any corporation more than 50% of the
outstanding securities having ordinary voting power of which is owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries,
or by such Person and one or more of its Subsidiaries, or (ii) any
partnership or similar business organization more than 50% of the ownership
interests having ordinary voting power of which shall at the time be so
owned. For the purposes of this definition, "SECURITIES HAVING ORDINARY
VOTING POWER" means securities or other equity interests which ordinarily
have voting power for the election of directors, or persons having management
power with respect to the Person, whether at all times or only so long as no
senior class of securities has such voting power by reason of any contingency.

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


                                       7
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      "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939 as in force
at the date as of which this Indenture was executed, except as provided in
SECTION 9.05; PROVIDED, HOWEVER, that in the event the Trust Indenture Act of
1939 is amended after such date, "TRUST INDENTURE ACT" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

      "UNITED STATES" means the United States of America (including the
States and the District of Columbia), its territories, its possessions and
other areas subject to its jurisdiction.

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

      "U.S. GOVERNMENT OBLIGATIONS" has the meaning specified in SECTION 13.04.

      "VICE PRESIDENT," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

SECTION 1.02 COMPLIANCE CERTIFICATES AND OPINIONS.

      Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish
to the Trustee such certificates and opinions as may be required under the
Trust Indenture Act. Each such certificate or opinion shall be given in the
form of an Officers' Certificate, if to be given by an officer of the
Company, or an Opinion of Counsel, if to be given by counsel, and shall
comply with the requirements of the Trust Indenture Act and any other
requirements set forth in this Indenture.

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

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

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

                                       8
<Page>

SECTION 1.03 FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

SECTION 1.04 ACTS OF HOLDERS.

      (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing. If Securities of a series are issuable as Bearer
Securities, any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders of such series may, alternatively, be embodied in and evidenced by
the record of Holders of Securities of such series voting in favor thereof,
either in person or by proxies duly appointed in writing, at any meeting of
Holders of Securities of such series duly called and held in accordance with
the provisions of ARTICLE FOURTEEN, or a combination of such instruments and
any such record. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both
are delivered to the Trustee and, where it is hereby expressly required, to
the Company. Such instrument or instruments and any such record (and the
action embodied therein and evidenced thereby) are herein sometimes referred
to as the "ACT" of the Holders signing such instrument or instruments and so
voting at any such meeting. Proof of execution of any such instrument or of a
writing appointing any such agent or proxy or of the holding by any Person of
a Security, shall be sufficient for any purpose of this Indenture and
(subject to SECTION 6.01) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section. The record of any meeting of
Holders of Securities shall be proved in the manner provided in SECTION 14.06.


                                       9
<Page>


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

      (c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining
the Holders of Registered Securities of any series entitled to give or take
any request, demand, authorization, direction, notice, consent, waiver or
other action, or to vote on any action, authorized or permitted to be given
or taken by Holders of Securities of such series. If not set by the Company
prior to the first solicitation of a Holder of Securities of such series made
by any Person in respect of any such action, or, in the case of any such
vote, prior to such vote, the record date for any such action or vote shall
be the 30th day (or, if later, the date of the most recent list of Holders
required to be provided pursuant to SECTION 7.01) prior to such first
solicitation or vote, as the case may be. With regard to any record date for
action to be taken by the Holders of one or more series of Securities, only
the Holders of Securities of such series on such date (or their duly
designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

      (d) The principal amount and serial numbers of Registered Securities
held by any Person, and the date of holding the same, shall be proved by the
Security Register.

      (e) The principal amount and serial numbers of Bearer Securities held
by any Person, and the date of holding the same, may be proved by the
production of such Bearer Securities or by a certificate executed, as
depositary, by any trust company, bank, banker or other depositary, wherever
situated, if such certificate shall be deemed by the Trustee to be
satisfactory, showing that at the date therein mentioned such Person had on
deposit with such depositary, or exhibited to it, the Bearer Securities
therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate
or affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(1) another certificate or affidavit bearing a later date issued in respect
of the same Bearer Security is produced, or (2) such Bearer Security is
produced to the Trustee by some other Person, or (3) such Bearer Security is
surrendered in exchange for a Registered Security, or (4) such Bearer
Security is no longer Outstanding. The principal amount and serial numbers of
Bearer Securities held by any Person, and the date of holding the same, may
also be proved in any other manner which the Trustee deems sufficient.

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


                                       10
<Page>

however, that such revocation shall be effective only if the Trustee receives
notice of such revocation before the date the Act becomes effective.

      (g) Without limiting the foregoing, a Holder entitled hereunder to give
or take any action hereunder with regard to any particular Security may do so
with regard to all or any part of the principal amount of such Security or by
one or more duly appointed agents each of which may do so pursuant to such
appointment with regard to all or any different part of such principal amount.

SECTION 1.05   NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

            (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, Attention:
Corporate Trust Department, 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 first paragraph of this Indenture, to the attention of its Treasurer, or
at any other address previously furnished in writing to the Trustee by the
Company; and in the case of Bearer Securities, at the address of an office or
agency located outside the United States maintained by the Company in
accordance with SECTION 10.02.

SECTION 1.06  NOTICE TO HOLDERS OF SECURITIES; WAIVER.

      Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of Securities of any event,

            (1) such notice shall be sufficiently given to Holders of
Registered Securities if in writing and mailed, first-class postage prepaid,
to each Holder of a Registered Security affected by such event, at the
address of such Holder as it appears in the Security Register, not later than
the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice; and

            (2) such notice shall be sufficiently given to Holders of Bearer
Securities if published in an Authorized Newspaper in The City of New York
and in such other city or cities as may be specified in such Securities on a
Business Day at least twice, the first such publication to be not earlier
than the earliest date, and not later than the latest date, prescribed for
the giving of such notice.

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

                                      11
<Page>

Registered Securities is given by mail, neither the failure to mail such
notice, nor any defect in any notice so mailed, to any particular Holder of a
Registered Security shall affect the sufficiency of such notice with respect
to other Holders of Registered Securities or the sufficiency of any notice to
Holders of Bearer Securities given as provided herein.

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

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

SECTION 1.07 LANGUAGE OF NOTICES, ETC.

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

SECTION 1.08  CONFLICT WITH TRUST INDENTURE ACT.

      If any provision hereof limits, qualifies or conflicts with a provision
of the Trust Indenture Act that is required under the Trust Indenture Act to
be a part of and govern this Indenture or any other provision of this
Indenture that is required to be in this Indenture by the Trust Indenture
Act, such required provision shall control. If any provision of this
Indenture modifies or excludes any provision of the Trust Indenture Act that
may be so modified or excluded, the latter provision shall be deemed to apply
to this Indenture as so modified or to be excluded, as the case may be.

SECTION 1.09  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 1.10  SUCCESSORS AND ASSIGNS.

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


                                      12
<Page>

SECTION 1.11  SEPARABILITY CLAUSE.

      In case any provision in this Indenture or the Securities or coupons
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 1.12  BENEFITS OF INDENTURE.

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

SECTION 1.13  GOVERNING LAW.

      This Indenture and the Securities and coupons shall be governed by and
construed in accordance with the laws of the State of New York, without
regard to principles of conflicts of laws.

SECTION 1.14  LEGAL HOLIDAYS.

      In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities or coupons other than a provision in the Securities of any series
which specifically states that such provision shall apply in lieu of this
Section) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and
effect as if made on the Interest Payment Date or Redemption Date, or at the
Stated Maturity, as the case may be, PROVIDED, that no interest shall accrue
on the amount so payable for the period from and after such date.

                                   ARTICLE II.
                                 SECURITY FORMS

SECTION 2.01  FORMS GENERALLY.

      The Registered Securities, if any, of each series and the Bearer
Securities, if any, of each series and related coupons shall be in
substantially the form (including temporary or permanent global form) as
shall be established by or pursuant to a Board Resolution of the Company or
in one or more indentures supplemental hereto, in each case with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed
thereon as may be required to comply with law, or with the rules of any
securities exchange or to conform to general usage, all as may, consistently
herewith, be determined by the officers executing such Securities or coupons,
as evidenced by their execution of the Securities or coupons. If temporary
Securities of any series are issued in global form as permitted by SECTION
3.04, the form thereof shall be established as provided in the preceding


                                      13
<Page>

sentence. A copy of the Board Resolution of the Company establishing the
forms of Securities or coupons of any series (or any such temporary global
Security) 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
Company Order contemplated by SECTION 3.03 for the authentication and
delivery of such Securities (or any such temporary global Security) or
coupons.

      Unless otherwise specified as contemplated by SECTION 3.01, Securities
in bearer form shall have interest coupons attached.

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

SECTION 2.02  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

      The Trustee's certificate of authentication shall be in substantially
the following form:

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

                                    BNY MIDWEST TRUST COMPANY,
                                    AS TRUSTEE


                                    By:_________________________
                                    AUTHORIZED SIGNATORY

SECTION 2.03  SECURITIES IN GLOBAL FORM.

      If Securities of a series are issuable in global form, as contemplated
by SECTION 3.01, then, notwithstanding clause (10) of SECTION 3.01 and the
provisions of SECTION 3.02, any such Security shall represent such of the
Outstanding Securities of such series as shall be specified therein and may
provide that it shall represent the aggregate amount of Outstanding
Securities from time to time endorsed thereon and that the aggregate amount
of Outstanding Securities represented thereby may be reduced to reflect
exchanges. Any endorsement of a Security in global form to reflect the
amount, or any increase or decrease in the amount, of Outstanding Securities
represented thereby shall be made by the Trustee in such manner and upon
instructions given by such Person or Persons as shall be specified therein or
in the Company Order to be delivered to the Trustee pursuant to SECTION 3.03
or SECTION 3.04. Subject to the provisions of SECTION 3.03 and, if
applicable, SECTION 3.04, the Trustee shall deliver and redeliver any
Security in permanent global form in the manner and upon instructions given
by the Person or Persons specified therein or in the applicable Company
Order. If a Company Order pursuant to SECTION 3.03 or 3.04 has been, or
simultaneously is, delivered, any instructions by the Company with respect to
endorsement or delivery or redelivery of a Security in global form shall be
in writing but need not comply with SECTION 1.02 and need not be accompanied
by an Opinion of Counsel.


                                       14
<Page>

      The provisions of the last sentence of SECTION 3.03 shall apply to any
Security represented by a Security in global form if such Security was never
issued and sold by the Company and the Company delivers to the Trustee the
Security in global form together with written instructions (which need not
comply with SECTION 1.02 and need not be accompanied by an Opinion of
Counsel) with regard to the reduction in the principal amount of Securities
represented thereby, together with the written statement contemplated by the
last sentence of SECTION 3.03.

      Notwithstanding the provisions of SECTIONS 2.01 and 3.07, unless
otherwise specified as contemplated by SECTION 3.01, payment of principal of
and any premium and interest on any Security in permanent global form shall
be made to the Person or Persons specified therein.

SECTION 2.04  FORM OF LEGEND FOR BOOK-ENTRY SECURITIES.

      Any Book-Entry Security authenticated and delivered hereunder shall
bear a legend in substantially the following form:

      "This Security is a Book-Entry Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a
Depository or a nominee of a Depository. This Security is exchangeable for
Securities registered in the name of a Person other than the Depository or
its nominee only in the limited circumstances described in the Indenture, and
no transfer of this Security (other than a transfer of this Security as a
whole by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository) may be
registered except in such limited circumstances."

                                  ARTICLE III.
                                 THE SECURITIES

SECTION 3.01  AMOUNT UNLIMITED; ISSUABLE IN SERIES.

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

      The Securities may be issued in one or more series, and each such
series shall rank equally and PARI PASSU with each other series. There shall
be established in or pursuant to a Board Resolution of the Company and,
subject to SECTION 3.03, set forth, or determined in the manner provided, in
an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:

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

            (2) any limit upon the aggregate principal amount of the
Securities of the series which may be authenticated and delivered under this
Indenture (except for Securities authenticated and delivered upon
registration of transfer of, or in exchange for, or in lieu of, other
Securities of the series pursuant to SECTION 3.04, 3.05, 3.06, 9.06 or 11.07
and except for any Securities which, pursuant to SECTION 3.03, are deemed
never to have been authenticated and delivered hereunder);


                                       15
<Page>

            (3) whether Securities of the series are to be issuable as
Registered Securities, Bearer Securities or both, whether any Securities of
the series are to be issuable initially in temporary global form and whether
any Securities of the series are to be issuable in permanent global form, as
Book Entry Securities, or otherwise, with or without coupons and, if so,
whether beneficial owners of interests in any such permanent global Security
may exchange such interests for Securities of such series and of like tenor
of any authorized form and denomination and the circumstances under which any
such exchanges may occur, if other than in the manner provided in SECTION
3.05;

            (4) the Person to whom any interest on any Registered Security of
the series shall be payable, if other than the Person in whose name that
Security (or one or more Predecessor Securities) is registered at the close
of business on the Regular Record Date for such interest, the manner in
which, or the Person to whom, any interest on any Bearer Security of the
series shall be payable, if otherwise than upon presentation and surrender of
the coupons appertaining thereto as they severally mature and the extent to
which, or the manner in which, any interest payable on a temporary global
Security on an Interest Payment Date will be paid if other than in the manner
provided in SECTION 3.04;

            (5) the date or dates on which the principal of (and premium, if
any, on) the Securities of the series is payable or the method of
determination thereof;

            (6) the rate or rates at which the Securities of the series shall
bear interest, if any, or the method by which such rate shall be determined,
the date or dates from which any such interest shall accrue, the Interest
Payment Dates on which any such interest shall be payable, the Regular Record
Date for any interest payable on any Registered Securities on any Interest
Payment Date and whether, and under what circumstances, additional amounts
with respect to such Securities shall be payable as set forth in SECTION
10.04;

            (7) the place or places where, subject to the provisions of
SECTION 10.02, the principal of and any premium and interest on Securities of
the series shall be payable, any Registered Securities of the series may be
surrendered for registration of transfer and notices and demands to or upon the
Company in respect of the Securities of the series and this Indenture may be
served;

            (8) the right, if any, of the Company to redeem Securities of the
series, in whole or in part, at its option and the period or periods within
which, the price or prices at which and the terms and conditions upon which
Securities of the series may be so redeemed;

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

            (10) the denominations in which any Registered Securities of the
series shall be issuable, if other than denominations of $1,000 and any
integral multiple thereof, and the


                                       16
<Page>

denomination or denominations in which any Bearer Securities of the series
shall be issuable, if other than the denomination of $5,000;

            (11) the currency or currencies, including composite currencies,
in which payment of the principal of and any premium and interest on any
Securities of the series shall be payable if other than the currency of the
United States and the manner of determining the equivalent thereof in the
currency of the United States for purposes of the definition of "OUTSTANDING"
in SECTION 1.01;

            (12) if the amount of payments of principal of and any premium or
interest on any Securities of the series may be determined with reference to
an index, the manner in which such amounts shall be determined;

            (13) if other than the principal amount thereof, the portion of
the principal amount of any Securities of the series which shall be payable
upon declaration of acceleration of the Maturity thereof pursuant to SECTION
5.02;

            (14) if the principal of and any premium or interest on the
Securities of the series are to be payable, at the election of the Company or
a Holder thereof, in a currency or currencies, including composite
currencies, other than that or those in which the Securities are stated to be
payable, the currency or currencies in which payment of the principal of and
any premium and interest on Securities of such series as to which such
election is made shall be payable, and the periods within which and the terms
and conditions upon which such election is to be made;

            (15) whether the Securities of the series shall be issued upon
original issuance in whole or in part in the form of one or more Book-Entry
Securities and, in such case, (a) the Depository with respect to such
Book-Entry Security or Securities and (b) the circumstances under which any
such Book-Entry Security may be exchanged for Securities registered in the
name of, and any transfer of such Book-Entry Security may be registered to, a
Person other than such Depository or its nominee, if other than as set forth
in SECTION 3.05;

            (16) if either or both of the provisions of SECTION 13.02 or
13.03 are applicable to the Securities of such series and any additional
means of discharge pursuant to SECTION 13.02 or 13.03 and any additional
conditions to the provisions of SECTION 13.02 or 13.03;

            (17)  any other Events of Default or covenants with respect to
the Securities of such series; and

            (18) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture except as permitted by
SECTION 9.01(5)).


                                       17
<Page>

      All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in
the case of Registered Securities, as to denomination and except as may
otherwise be provided in or pursuant to the Board Resolution referred to
above and (subject to SECTION 3.03) set forth, or determined in the manner
provided, in the Officers' Certificate referred to above 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 3.02  DENOMINATIONS.

      Unless otherwise provided as contemplated by SECTION 3.01 with respect
to any series of Securities, any Registered Securities of a series shall be
issuable in denominations of $1,000 and any integral multiple thereof and any
Bearer Securities of a series shall be issuable in the denomination of $5,000.

SECTION 3.03  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

      The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its President, its Treasurer or its Chief Financial
Officer attested by its Secretary or one of its Assistant Secretaries. The
signature of any of these officers on the Securities may be manual or
facsimile. Coupons shall bear the facsimile signature of the Treasurer or any
Assistant Treasurer of the Company.

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

      At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities of any series, together
with any coupons appertaining thereto, executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER,
that, unless otherwise provided with respect to such series, in connection
with its original issuance, during the "RESTRICTED PERIOD" (as defined in
Section 1.163-5(c)(2)(i)(D)(7) of the United States Treasury Regulations)
(the "RESTRICTED PERIOD") no Bearer Security shall be mailed or otherwise
delivered to any location in the United States; and PROVIDED, FURTHER, that,
unless otherwise provided with respect to such series, a Bearer Security may
be delivered in connection with its original issuance only if the Person
entitled to receive such Bearer Security shall have furnished a certificate
in the form set forth in Exhibit A to this Indenture, dated no earlier than
the Certification Date. If any Security shall be represented by a permanent
global Bearer Security, then, for purposes of this Section and SECTION 3.04,
the notation of a beneficial owner's interest therein upon original issuance
of such Security or upon exchange of a portion of a


                                       18
<Page>

temporary global Security shall be deemed to be delivery in connection with
its original issuance during the restricted period of such beneficial owner's
interest in such permanent global Security. Except as permitted by SECTION
3.06, the Trustee shall not authenticate and deliver any Bearer Security
unless all appurtenant coupons for interest then matured have been detached
and cancelled.

      In authenticating Securities, the Trustee shall be entitled to receive,
and (subject to SECTION 6.01) shall be fully protected in relying upon, an
Opinion of Counsel stating:

      (a) that the forms of such Securities and coupons established by or
pursuant to a Board Resolution of the Company as contemplated by SECTION 2.01
have been established in conformity with the provisions of this Indenture;

      (b) if the terms of such Securities and any coupons have been
established by or pursuant to a Board Resolution of the Company as permitted
by SECTION 3.01, that such terms have been established in conformity with the
provisions of this Indenture; and

      (c) that such Securities, together with any coupons appertaining
thereto, when authenticated and delivered by the Trustee and issued by the
Company in the manner and subject to any conditions specified in such Opinion
of Counsel, will constitute valid and legally binding obligations of the
Company enforceable in accordance with their terms, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
equity principles.

      Such Opinion of Counsel shall also cover such other matters as the
Trustee may reasonably request.

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

      Notwithstanding the provisions of SECTION 3.01 and of the two preceding
paragraphs, if all Securities of a series are not to be originally issued at
one time, it shall not be necessary to deliver the Officers' Certificate
otherwise required pursuant to SECTION 3.01 or the Company Order and Opinion
of Counsel otherwise required pursuant to such preceding paragraphs at or
prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon issuance of
the first Security of such series to be issued.

      After the original issuance of the first Security of such series to be
issued, any separate request by the Company that the Trustee authenticate
Securities of such series for original issuance will be deemed to be a
certification by the Company (which, subject to SECTION 6.01, the Trustee
shall be fully protected in conclusively relying on) that it is in compliance
with all conditions precedent provided for in this Indenture relating to the
authentication and delivery of such Securities.

                                       19
<Page>


      Each Registered Security shall be dated the date of its authentication;
and each Bearer Security shall be dated as of the date of original issuance
of the first Security of such series to be issued.

      No Security or coupon shall be entitled to any benefit under this
Indenture or be valid or obligatory for any purpose unless there appears on
such Security, or the Security to which such coupon appertains, a certificate
of authentication substantially in the form provided for herein executed by
the Trustee by manual signature, and such certificate upon any Security shall
be conclusive evidence, and the only evidence, that such Security has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Security shall have been authenticated and delivered hereunder but never
issued and sold by the Company, and the Company shall deliver such Security
to the Trustee for cancellation as provided in SECTION 3.09 together with a
written statement (which need not comply with SECTION 1.02 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never
been issued and sold by the Company, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

SECTION 3.04 TEMPORARY SECURITIES.

      Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate
and deliver, temporary Securities which are printed, lithographed,
typewritten or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized, in bearer form with one or
more coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Securities may determine, as evidenced by their execution of such Securities.
In the case of any series issuable as Bearer Securities, such temporary
Securities may be in global form. A temporary Bearer Security shall be
delivered only in compliance with the conditions set forth in SECTION 3.03.

      Except in the case of temporary Securities in global form (which shall
be exchanged in accordance with the provisions of the following paragraphs),
if temporary Securities of any series are issued, the Company will cause
definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Company maintained pursuant to SECTION
10.02 in a Place of Payment for such series for the purpose of exchanges of
Securities of such series without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities of any series
(accompanied by any unmatured coupons appertaining thereto) the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like aggregate principal amount of definitive Securities of the same series
and of like tenor of authorized denominations; PROVIDED, HOWEVER, that no
definitive Bearer Security shall be issued in exchange for a temporary
Registered Security.


                                       20
<Page>


      If temporary Securities of any series are issued in global form, any
such temporary global Security shall, unless otherwise provided therein, be
delivered to the London office of a depositary or common depositary (the
"COMMON DEPOSITARY"), for the benefit of Euro-clear and CLEARSTREAM, for
credit to the respective accounts of the beneficial owners of such Securities
(or to such other accounts as they may direct).

      Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary
global Security of a series (the "EXCHANGE DATE"), the Company shall deliver
to the Trustee definitive Securities of that series in aggregate principal
amount equal to the principal amount of such temporary global Security,
executed by the Company. On or after the Exchange Date such temporary global
Security shall be surrendered by the Common Depositary to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to
time in part, for definitive Securities of that series without charge and the
Trustee shall authenticate and deliver, in exchange for each portion of such
temporary global Security, a like aggregate principal amount of definitive
Securities of the same series of authorized denominations and of like tenor
as the portion of such temporary global Security to be exchanged; provided,
however, that, unless otherwise specified in such temporary global Security,
upon such presentation by the Common Depositary, such temporary global
Security is accompanied by a certificate dated the Exchange Date or a
subsequent date and signed by Euro-clear as to the portion of such temporary
global Security held for its account then to be exchanged and a certificate
dated the Exchange Date or a subsequent date and signed by CLEARSTREAM as to
the portion of such temporary global Security held for its account then to be
exchanged, each in the form set forth in Exhibit B to this Indenture. The
definitive Securities to be delivered in exchange for any such temporary
global Security shall be in bearer form, registered form, permanent global
bearer form or permanent global registered form, or any combination thereof,
as specified as contemplated by SECTION 3.01, and if any combination thereof
is so specified, as requested by the beneficial owner thereof; PROVIDED,
HOWEVER, that no definitive Bearer Security or permanent global Security
shall be delivered in exchange for a temporary Bearer Security except in
compliance with the conditions set forth in SECTION 3.03.

      Unless otherwise specified in the temporary global Security, the
interest of a beneficial owner of Securities of a series in a temporary
global Security shall be exchanged on the Exchange Date for definitive
Securities (and where the form of the definitive Securities is not specified
by the Holder, for an interest in a permanent global Security) of the same
series and of like tenor unless, on or prior to the Exchange Date, such
beneficial owner has not delivered to Euro- clear or CLEARSTREAM, as the case
may be, a certificate in the form set forth in Exhibit A to this Indenture
dated no earlier than the Certification Date, copies of which certificate
shall be available from the offices of Euro-clear and CLEARSTREAM, the
Trustee, any Authenticating Agent appointed for such series of Securities and
each Paying Agent and after the Exchange Date, the interest of a beneficial
owner of Securities of a series in a temporary global Security shall be
exchanged for definitive Securities (and where the form of the definitive
Securities is not specified by the Holder for an interest in a permanent
global Security) of the same series and of like tenor following such
beneficial owner's delivery to Euro-clear or CLEARSTREAM, as the case may be,
of a certificate in the form set forth in Exhibit A to this Indenture dated
no earlier than the Certification Date. Unless otherwise specified in such
temporary global Security, any exchange shall be made free of charge to the
beneficial owners of such temporary global Security, except that a Person
receiving definitive Securities must bear the cost of insurance,


                                     21


<Page>


postage, transportation and the like in the event that such Person does not
take delivery of such definitive Securities in person at the offices of
Euro-clear or CLEARSTREAM Definitive Securities in bearer form to be delivered
in exchange for any portion of a temporary global Security shall be delivered
only outside the United States.

      Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same
benefits under this Indenture as definitive Securities of the same series and
of like tenor authenticated and delivered hereunder, except that, unless
otherwise specified as contemplated by SECTION 3.01, interest payable on a
temporary global Security on an Interest Payment Date for Securities of such
series shall be payable to Euro-clear and CLEARSTREAM on such Interest Payment
Date upon delivery by Euro-clear and CLEARSTREAM to the Trustee of a
certificate or certificates in the form set forth in Exhibit B to this
Indenture, for credit without further interest on or after such Interest
Payment Date to the respective accounts of the Persons who are the beneficial
owners of such temporary global Security on such Interest Payment Date and
who have each delivered to Euro-clear or CLEARSTREAM, as the case may be, a
certificate in the form set forth in Exhibit A to this Indenture. Any
interest so received by Euro-clear and CLEARSTREAM and not paid as herein
provided shall be returned to the Trustee immediately prior to the expiration
of two years after such Interest Payment Date in order to be repaid to the
Company in accordance with SECTION 10.03.

SECTION 3.05 REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

      The Company shall cause to be kept at an office or agency to be
maintained by the Company in accordance with SECTION 10.02 a register (being
the combined register of the Security Registrar and all transfer agents
designated pursuant to SECTION 10.02 for the purpose of registration of
transfer of Securities and sometimes collectively referred to as the
"SECURITY REGISTER") in which, subject to such reasonable regulations as it
may prescribe, the Company shall provide for the registration of each series
of Registered Securities and the registration of transfers of such Registered
Securities. The Company shall serve initially as "SECURITY REGISTRAR" for the
purpose of registering Registered Securities and transfers of Registered
Securities as herein provided.

      Upon surrender for registration of transfer of any Registered Security
of any series at the office or agency of the Company maintained pursuant to
SECTION 10.02 for such purpose in a Place of Payment for such series, the
Company shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Registered
Securities of the same series of any authorized denominations and of a like
aggregate principal amount and tenor.

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


                                     22


<Page>


      At the option of the Holder, Bearer Securities of any series may be
exchanged for Registered Securities of the same series of any authorized
denominations and of a like aggregate principal amount and tenor, upon
surrender of the Bearer Securities to be exchanged at any such office or
agency, with all unmatured coupons and all matured coupons in default thereto
appertaining. If the Holder of a Bearer Security is unable to produce any
such unmatured coupon or coupons or matured coupon or coupons in default,
such exchange may be effected if the Bearer Securities are accompanied by
payment in funds acceptable to the Company in an amount equal to the face
amount of such missing coupon or coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there is
furnished to them such security or indemnity as they may require to save each
of them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to any Paying Agent any such missing coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided, however, that,
except as otherwise provided in SECTION 10.02, interest represented by
coupons shall be payable only upon presentation and surrender of those
coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in exchange for a Registered
Security of the same series and like tenor after the close of business at
such office or agency on (i) any Regular Record Date and before the opening
of business at such office or agency on the relevant Interest Payment Date,
or (ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted
Interest, such Bearer Security shall be surrendered without the coupon
relating to such Interest Payment Date or proposed date for payment, as the
case may be, and interest or Defaulted Interest, as the case may be, will not
be payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of the Registered Security issued in exchange for
such Bearer Security but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture. Whenever any
Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

      Notwithstanding the foregoing, except as otherwise specified as
contemplated by SECTION 3.01, any permanent global Security shall be
exchangeable only as provided in this paragraph. If the beneficial owners of
interests in a permanent global Security are entitled to exchange such
interests for Securities of such series and of like tenor and principal
amount of another authorized form and denomination, as specified as
contemplated by SECTION 3.01, then without unnecessary delay but in any event
not later than the earliest date on which such interests may be so exchanged,
the Company shall deliver to the Trustee definitive Securities of that series
in an aggregate principal amount equal to the principal amount of such
permanent global Security, executed by the Company. On or after the earliest
date on which such interests may be so exchanged, such permanent global
Security shall be surrendered from time to time in accordance with
instructions given to the Trustee and the Common Depositary (which
instructions shall be in writing but need not comply with SECTION 1.02 or be
accompanied by an Opinion of Counsel) by the Common Depositary or such other
depositary or Common Depositary as shall be specified in the Company Order
with respect thereto to the Trustee, as the Company's agent for such purpose,
to be exchanged, in whole or in part, for definitive Securities of the same
series without charge and the Trustee shall authenticate and deliver, in
exchange for each portion of such permanent global Security, a like aggregate
principal amount of definitive Securities of the same


                                     23


<Page>


series of authorized denominations and of like tenor as the portion of such
permanent global Security to be exchanged which, unless the Securities of the
series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by SECTION 3.01, shall be in the
form of Bearer Securities or Registered Securities, or any combination
thereof, as shall be specified by the beneficial owner thereof; PROVIDED,
HOWEVER, that no such exchanges may occur during a period beginning at the
opening of business 15 days before any selection of Securities of that series
is to be redeemed and ending on the relevant Redemption Date; and PROVIDED,
FURTHER, that no Bearer Security delivered in exchange for a portion of a
permanent global Security shall be mailed or otherwise delivered to any
location in the United States. Promptly following any such exchange in part,
such permanent global Security shall be returned by the Trustee to the Common
Depositary or such other depositary or Common Depositary referred to above in
accordance with the instructions of the Company referred to above. If a
Registered Security is issued in exchange for any portion of a permanent
global Security after the close of business at the office or agency where
such exchange occurs on (i) any Regular Record Date and before the opening of
business at such office or agency on the relevant Interest Payment Date, or
(ii) any Special Record Date and before the opening of business at such
office or agency on the related proposed date for payment of Defaulted
Interest, interest or Defaulted Interest, as the case may be, will not be
payable on such Interest Payment Date or proposed date for payment, as the
case may be, in respect of such Registered Security, but will be payable on
such Interest Payment Date or proposed date for payment, as the case may be,
only to the Person to whom interest in respect of such portion of such
permanent global Security is payable in accordance with provisions of this
Indenture.

      All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company evidencing the same
debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange. Every
Registered Security presented or surrendered for registration of transfer or
exchange shall (if so required by the Company or the Trustee or any transfer
agent) be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar or
any transfer agent 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 Securities, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities,
other than exchanges pursuant to SECTION 3.04, 9.06 or 11.07 not involving
any transfer.

      The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at the opening
of business 15 days before the mailing or publication of a notice of
redemption of Securities of that series to be redeemed and ending at the close
of business on (A) if Securities of the series are issuable only as Registered
Securities, the day of the mailing of the relevant notice of redemption and
(B) if Securities of the series are issuable as Bearer Securities, the day of
the first publication of the relevant notice of redemption, or if Securities
of the series are also issuable as Registered Securities and there is no
publication, the mailing of the relevant notice of redemption, or (ii) to
register the transfer of or exchange any Registered Security so selected for
redemption, in whole or in part, except the unredeemed portion of any
Registered

                                     24


<Page>


Security being redeemed in part, or (iii) to exchange any Bearer Security so
selected for redemption except that such a Bearer Security may be exchanged
for a Registered Security of that series and like tenor, PROVIDED that such
Registered Security shall be simultaneously surrendered for redemption.

      Notwithstanding the foregoing and except as otherwise specified or
contemplated by SECTION 3.01, any Book-Entry Security shall be exchangeable
pursuant to this Section 3.05 or SECTIONS 3.04, 9.06 and 11.07 for Securities
registered in the name of, and a transfer of a Book-Entry Security of any
series may be registered to, any Person other than the Depository for such
Security or its nominee only if (i) such Depository notifies the Company that
it is unwilling or unable to continue as Depository for such Book-Entry
Security or if at any time such Depository ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (ii) the
Company executes and delivers to the Trustee a Company Order that such
Book-Entry Security shall be so exchangeable and the transfer thereof so
registrable or (iii) there shall have occurred and be continuing an Event of
Default, with respect to the Securities of such series. Upon the occurrence
in respect of any Book-Entry Security of any series of any one or more of the
conditions specified in clause (i), (ii) or (iii) of the preceding sentence
or such other conditions as may be specified, such Book-Entry Security may be
exchanged for Securities registered in the names of, and the transfer of such
Book-Entry Security may be registered to, such Persons (including Persons
other than the Depository with respect to such series and its nominees) as
such Depository shall direct. Notwithstanding any other provision of this
Indenture, any Security authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, any Book-Entry Security shall
also be a Book-Entry Security and shall bear the legend specified in SECTION
2.04 except for any Security authenticated and delivered in exchange for, or
upon registration of transfer of, a Book-Entry Security pursuant to the
preceding sentence.

SECTION 3.06 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES AND COUPONS.

      If any mutilated Security or a Security with a mutilated coupon
appertaining thereto is surrendered to the Trustee, the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor a new
Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to the surrendered
Security.

      If there shall be delivered to the Company and the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
coupon and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence
of notice to the Company or the Trustee that such Security or coupon has been
acquired by a bona fide purchaser, the Company shall execute and the Trustee
shall authenticate and deliver, in lieu of any such destroyed, lost or stolen
Security or in exchange for the Security to which a destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not destroyed, lost or
stolen), a new Security of the same series and of like tenor and principal
amount and bearing a number not contemporaneously outstanding, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost or
stolen Security or to the Security to which such destroyed, lost or stolen
coupon appertains.


                                     25


<Page>


      In case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, pay such Security or coupon
(without surrender thereof except in the case of a mutilated Security or
coupon); PROVIDED, HOWEVER, that the principal of and any premium and interest
on Bearer Securities shall, except as otherwise provided in SECTION 10.02, be
payable only at an office or agency located outside the United States.

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

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


SECTION 3.07 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

      Unless otherwise provided as contemplated by SECTION 3.01 with respect
to any series of Securities, interest on any Registered Security which is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date shall be paid to the Person in whose name that Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest. Unless otherwise so provided, at the option of
the Company, payment of interest on any Registered Security may be made by
check mailed on or before the due date to the address of the Person entitled
thereto as such address shall appear in the Security Register.

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

            (1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities of such
series (or their respective Predecessor Securities) are registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner. The Company shall
notify


                                     26


<Page>


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

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

      Subject to the foregoing provisions of this Section and SECTION 3.05,
each Security delivered under this Indenture upon registration of transfer of
or in exchange for or in lieu of any other Security shall carry the rights to
interest accrued and unpaid, and to accrue, which were carried by such other
Security.

SECTION 3.08 PERSONS DEEMED OWNERS.

      Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name such Registered Security is
registered as the owner of such Registered Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to
SECTIONS 3.05 and 3.07) any interest on such Registered Security and for all
other purposes whatsoever, whether or not such Security be overdue, and none
of the Company, the Trustee nor any agent of the Company or the Trustee shall
be affected by notice to the contrary.

      Title to any Bearer Security and any coupons appertaining thereto shall
pass by delivery. The Company, the Trustee and any agent of the Company or the
Trustee may treat the bearer of


                                     27


<Page>


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

      Notwithstanding the foregoing, with respect to any Book-Entry Security,
nothing herein shall prevent the Company, the Trustee, or any agent of the
Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by a Depository or impair, as between
a Depository and holders of beneficial interests in any Book-Entry Security,
the operation of customary practices governing the exercise of the rights of
the Depository (or its nominee) as Holder of such Book-Entry Security.

SECTION 3.09 CANCELLATION.

      All Securities and coupons surrendered for payment, redemption,
registration of transfer or exchange or for credit against any sinking fund
payment shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee. All Registered Securities and matured coupons so
delivered shall be promptly cancelled by the Trustee. All Bearer Securities
and unmatured coupons so delivered shall be held by the Trustee and, upon
instruction by a Company Order, shall be cancelled or held for reissuance.
Bearer Securities and unmatured coupons held for reissuance may be reissued
only in replacement of mutilated, lost, stolen or destroyed Bearer Securities
of the same series and like tenor or the related coupons pursuant to SECTION
3.06. All Bearer Securities and unmatured coupons held by the Trustee pending
such cancellation or reissuance shall be deemed to be delivered for all
purposes of this Indenture and the Securities. The Company may at any time
deliver to the Trustee for cancellation any Securities previously
authenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and may deliver to the Trustee (or to any other Person
for delivery to the Trustee) for cancellation any Securities previously
authenticated hereunder which the Company has not issued and sold, and all
Securities so delivered shall be promptly cancelled by the Trustee. No
Securities shall be authenticated in lieu of or in exchange for any
Securities cancelled as provided in this Section, except as expressly
permitted by this Indenture. All cancelled Securities and coupons held by the
Trustee shall be disposed of in accordance with its customary practice.

SECTION 3.10 COMPUTATION OF INTEREST.

      Except as otherwise specified as contemplated by SECTION 3.01 for
Securities of any series, interest on the Securities of each series shall be
computed on the basis of a 360-day year of twelve 30-day months.

SECTION 3.11 CUSIP NUMBERS.

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

                                   ARTICLE IV.
                           SATISFACTION AND DISCHARGE

SECTION 4.01 SATISFACTION AND DISCHARGE OF INDENTURE.

      This Indenture shall upon Company request cease to be of further effect
with respect to Securities of a Series (except as to any surviving rights of
registration of transfer or exchange of


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Securities herein expressly provided for, and any right to receive additional
amounts, as provided in SECTION 10.04), and the Trustee, at the expense of
the Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to Securities of a Series, when

            (1)   either

                  (A) all Securities of such Series theretofore authenticated
and delivered and all coupons, if any, appertaining thereto (other than (i)
coupons appertaining to Bearer Securities surrendered for exchange for
Registered Securities and maturing after such exchange, whose surrender is not
required or has been waived as provided in SECTION 3.05, (ii) Securities and
coupons which have been destroyed, lost or stolen and which have been replaced
or paid as provided in SECTION 3.06, (iii) coupons appertaining to Securities
called for redemption and maturing after the relevant Redemption Date, whose
surrender has been waived as provided in SECTION 11.06, and (iv) Securities
and coupons 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 10.03) have been
delivered to the Trustee for cancellation; or

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

                        (i)   have become due and payable, or

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

                        (iii) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the name, and at the expense, of the Company;
and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the
purpose an amount sufficient to pay and discharge the entire indebtedness on
such Securities and coupons not theretofore delivered to the Trustee for
cancellation, for principal (and premium, if any) and any interest to the
date of such deposit (in the case of Securities which have become due and
payable) or to the Stated Maturity or Redemption Date, as the case may be;

            (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
this Indenture have been complied with.

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under SECTION 6.07, the obligations
of the Company to any Authenticating Agent under SECTION 6.14 and, if money
shall have been deposited with the Trustee pursuant to CLAUSE (1)(B) of this
Section, the obligations of the Company under SECTIONS 3.06, 6.10(e) and


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<Page>


7.01 and the obligations of the Trustee under SECTION 4.02 and the last
paragraph of SECTION 10.03 shall survive.

SECTION 4.02 APPLICATION OF TRUST MONEY.

      Subject to the provisions of the last paragraph of SECTION10.03, all
money deposited with the Trustee pursuant to SECTION 4.01 shall be held in
trust and applied by it, in accordance with the provisions of the Securities,
the coupons and this 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 any premium and interest for whose payment such money has been deposited.

                                   ARTICLE V.
                                    REMEDIES

SECTION 5.01 EVENTS OF DEFAULT.

      "EVENT OF DEFAULT," wherever used herein with respect to Securities 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 or pursuant to any judgment, decree or order,
rule or regulation of any administrative or governmental body), unless it is
either inapplicable to a particular series of Securities or it is
specifically deleted or modified in or pursuant to the terms of such series
or in the form of Security of such series:

            (1) default in the payment of any interest upon any Security 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 Security of that series at its Maturity; or

            (3) default in the deposit of any sinking fund payment, when and
as due by the terms of a Security of that series; or

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

            (5) the entry by a court having jurisdiction in the premises of
(A) a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or state bankruptcy,
insolvency, reorganization or other similar law or (B) a decree or order
adjudging the Company as bankrupt or insolvent, or approving as properly
filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the


                                     30

<Page>


Company under any applicable Federal or state law, or appointing a custodian,
receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or of any substantial part of the property of the
Company, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree
or order unstayed and in effect for a period of 90 consecutive days; or

            (6) the commencement by the Company of a voluntary case or
proceeding under any applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of the Company in an involuntary case
or proceeding under any applicable Federal or state bankruptcy, insolvency,
reorganization or other similar law or the commencement of any bankruptcy or
insolvency case or proceeding against the Company, or the filing by the
Company of a petition or answer or consent seeking reorganization or relief
under any applicable Federal or state law, or the consent by the Company to
the filing of such petition or to the appointment of or taking possession by
a custodian, receiver, liquidator, assignee, trustee, sequestrator or similar
official of the Company or of any substantial part of the property of the
Company, or the making by the Company of an assignment for the benefit of
creditors, or the admission by the Company 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) any other Event of Default provided with respect to
Securities of that series.

SECTION 5.02 ACCELERATION OF MATURITY, RESCISSION AND ANNULMENT.

      If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holders of not less than 33% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or,
if any of the Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified in the terms thereof) of all of the Securities of that series 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 amount (or specified amount) shall become immediately due and
payable.

      At any time after such a declaration of acceleration with respect to
Securities of any series 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 provided, the Holders of a majority in principal amount of the
Outstanding Securities 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 interest on, and any additional amounts
payable as set forth in SECTION 10.04 on, all Securities of that series and
any coupons appertaining thereto,


                                     31


<Page>


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

                  (C) to the extent that payment of such interest is lawful,
interest upon overdue interest, and any additional amounts payable as set
forth in SECTION 10.04 on, at the rate or rates prescribed therefor in such
Securities, 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 with respect to Securities of that
series, other than the non-payment of the principal of Securities of that
series which have become due solely by such declaration of acceleration, have
been cured or waived as provided in SECTION 5.13.

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

SECTION 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

      The Company covenants that if

            (1) default is made in the payment of any interest on any
Security 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 Security at the Maturity thereof, the Company will,
upon demand of the Trustee, pay to it, for the benefit of the Holders of such
Securities and coupons, the whole amount then due and payable on such
Securities and coupons for principal and any premium and interest and, to the
extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium and on any overdue interest, at the rate
or rates prescribed therefor in such Securities (or, in the case of Original
Issue Discount Securities, the Securities' yield to maturity) and, in
addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

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

      If an Event of Default with respect to Securities of any series occurs and
is continuing, the Trustee may in its discretion proceed to protect and enforce
its rights and the rights of the


                                     32


<Page>


Holders of Securities of such series and any related coupons by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

SECTION 5.04 TRUSTEE MAY FILE PROOFS OF CLAIM.

      In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), or the property or the creditors of the
Company, the Trustee shall be entitled and empowered, by intervention in such
proceeding or otherwise, to take any and all actions authorized under the
Trust Indenture Act in order to have claims of the Holders and the Trustee
allowed in any such proceeding. In particular, the Trustee shall be
authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar
official in any such judicial proceeding is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any
other amounts due the Trustee under SECTION 6.07.

      No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; PROVIDED,
HOWEVER, that the Trustee may, on behalf of Holders, vote for the election of
a trustee of bankruptcy or similar official and be a member of a creditors'
or other similar committee.

SECTION 5.05 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES OR
             COUPONS.

      All rights of action and claims under this Indenture or the Securities
or coupons may be prosecuted and enforced by the Trustee without the
possession of any of the Securities or coupons 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 reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders of the Securities and
coupons in respect of which such judgment has been recovered.

SECTION 5.06 APPLICATION OF MONEY COLLECTED.

      Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or any
premium or interest, upon presentation of the Securities or coupons, or both
as the case may be, and the notation thereon of the payment if only partially
paid and upon surrender thereof if fully paid:

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


                                     33


<Page>


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

      THIRD: The balance, if any, to the Person or Persons entitled thereto.

      In any case in which Securities are Outstanding that are denominated in
more than one currency and the Trustee is directed to make ratable payments
under this Section to Holders of such Securities, unless otherwise provided
with respect to any series of Securities, the Trustee shall calculate the
amount of such payments as follows: (i) as of the day the Trustee collects an
amount under this Article, the Trustee shall, as to each Holder of a Security
to whom an amount is due and payable under this Section that is denominated
in a foreign currency, determine that amount in Dollars that would be
obtained for the amount owing such Holder, using the rate of exchange at
which in accordance with normal banking procedures the Trustee could purchase
in The City of New York Dollars with such amount owing; (ii) calculate the
sum of all Dollar amounts determined under (i) and add thereto any amounts
due and payable in Dollars; and (iii) using the individual amounts determined
in (i) or any individual amounts due and payable in Dollars, as the case may
be, as a numerator, and the sum calculated in (ii) as a denominator,
calculate as to each Holder of a Security to whom an amount is owed under
this Section the fraction of the amount collected under this Article payable
to such Holder. Any expenses incurred by the Trustee in actually converting
amounts owing Holders of Securities denominated in a currency other than that
in which any amount is collected under this Article shall be likewise (in
accordance with this paragraph) borne ratably by all Holders of Securities to
whom amounts are payable under this Section.

      To the fullest extent allowed under applicable law, if for the purpose
of obtaining judgment against the Company in any court it is necessary to
convert the sum due in respect of the principal of, or premium, if any, or
interest on, the Securities of any series (the "REQUIRED CURRENCY") into a
currency in which a judgment will be rendered (the "JUDGMENT CURRENCY"), the
rate of exchange used shall be the rate at which in accordance with normal
banking procedures the Trustee could purchase in The City of New York the
Required Currency with the Judgment Currency on the Business Day in the City
of New York next preceding that on which final judgment is given. Neither the
Company nor the Trustee shall be liable for any shortfall nor shall it
benefit from any windfall in payments to Holders of Securities under this
Section caused by a change in exchange rates between the time the amount of a
judgment against the Company is calculated as above and the time the Trustee
converts the Judgment Currency into the Required Currency to make payments
under this Section to Holders of Securities, but payment of such judgment
shall discharge all amounts owed by the Company on the claim or claims
underlying such judgment.

SECTION 5.07 LIMITATION ON SUITS.

      No Holder of any Security of any series or any related coupons shall
have any right to institute any proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless:


                                     34


<Page>


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

            (2) the Holders of not less than 33% in principal amount of the
Outstanding Securities 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 indemnity
satisfactory to the Trustee 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 Securities of that series;

it being understood and intended that no one or more of such Holders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other of such Holders, or to obtain or to seek to obtain priority or
preference over any other of such Holders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all such Holders.

SECTION 5.08 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
             AND INTEREST.

      Notwithstanding any other provision in this Indenture, the Holder of any
Security or coupon shall have the right, which is absolute and unconditional,
to receive payment of the principal of and any premium and (subject to
SECTIONS 3.05 and 3.07) any interest on such Security or payment of such
coupon on the Stated Maturity or Maturities expressed in such Security or
coupon (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

SECTION 5.09 RESTORATION OF RIGHTS AND REMEDIES.

      If the Trustee or any Holder of a Security or coupon has instituted any
proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the
Trustee and the Holders of Securities and coupons shall be restored severally
and respectively to their former positions hereunder and thereafter all
rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

SECTION 5.10 RIGHTS AND REMEDIES CUMULATIVE.

      Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last paragraph
of SECTION 3.06, no right or


                                     35


<Page>


remedy herein conferred upon or reserved to the Trustee or to the Holders of
Securities or coupons is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 5.11 DELAY OR OMISSION NOT WAIVER.

      No delay or omission of the Trustee or of any Holder of any Security or
coupon to exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of any such
Event of Default or an acquiescence therein. Every right and remedy given by
this Article or by law to the Trustee or to the Holders of Securities or
coupons may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders of Securities or coupons, as the
case may be.

SECTION 5.12 CONTROL BY HOLDERS OF SECURITIES.

      The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with respect to
the Securities of such series, provided that

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

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

            (3) 3) the Trustee shall not be obligated to take any action
unduly prejudicial to Holders not joining in such direction or involving the
Trustee in personal liability.

SECTION 5.13 WAIVER OF PAST DEFAULTS.

      The Holders of a majority in principal amount of the Outstanding
Securities of any series may on behalf of the Holders of all the Securities
of such series waive any past default hereunder with respect to the
Securities of such series and its consequences, except a default

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

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

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


                                     36


<Page>


SECTION 5.14 UNDERTAKING FOR COSTS.

      In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered
or omitted by it as Trustee, a court may require any party litigant in such
suit to file an undertaking to pay the costs of such suit, including legal
fees and expenses, and may assess costs against any such party litigant, in
the manner and to the extent provided in the Trust Indenture Act; PROVIDED
that neither this Section nor the Trust Indenture Act shall be deemed to
authorize any court to require such an undertaking or to make such an
assessment in any suit instituted by the Trustee or the Company.

SECTION 5.15 WAIVER OF STAY OR EXTENSION LAWS.

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

                                   ARTICLE VI.
                                   THE TRUSTEE

SECTION 6.01 CERTAIN DUTIES AND RESPONSIBILITIES.

      The duties and responsibilities of the Trustee shall be as provided by
the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its
duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured
to it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

SECTION 6.02 NOTICE OF DEFAULTS.

      If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of
such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified
in SECTION 5.01(4) with respect to Securities of such series, no such notice
to Holders shall be given until at least 30 days after the occurrence
thereof. For the purpose of this Section, the term "DEFAULT" means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to Securities of such series.

SECTION 6.03 CERTAIN RIGHTS OF TRUSTEE.

      Subject to the provisions of SECTION 6.01:


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<Page>


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

            (2) 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 of the Company shall be sufficiently
evidenced by a Board Resolution of the Company;

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

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

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

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

            (7) 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;

            (8) the Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such
a default is received by the Trustee at the Corporate Trust Office of the
Trustee, and such notice references the Securities and this Indenture;

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

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

SECTION 6.04 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

      The recitals contained herein and in the Securities (except the
Trustee's certificates of authentication) and in any coupons shall be taken
as the statements of the Company and the Trustee or any Authenticating Agent
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Securities or coupons. The Trustee or any Authenticating Agent shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.


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SECTION 6.05 MAY HOLD SECURITIES.

      The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and coupons and,
subject to SECTIONS 6.08 and 6.13, may otherwise deal with the Company with
the same rights it would have if it were not Trustee, Authenticating Agent,
Paying Agent, Security Registrar or such other agent.

SECTION 6.06 MONEY HELD IN TRUST.

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

SECTION 6.07 COMPENSATION AND REIMBURSEMENT.

      The Company agrees

            (1) to pay to the Trustee from time to time such compensation as
shall be agreed in writing between the Company and the Trustee 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 and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the reasonable
compensation and the expenses 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 and each predecessor Trustee for, and
to hold it harmless against, any and all loss, liability, damage, claim or
expense, including taxes (other than taxes based on the income of the Trustee)
incurred without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of the trust or trusts
hereunder (whether asserted by the Company, a Holder or any other Person)
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 the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds
held in trust for the benefit of the Holders of particular Securities.

      Any expenses and compensation for any services rendered by the Trustee
after the occurrence of an Event of Default specified in CLAUSE (5) or (6) of
SECTION 5.01 shall constitute expenses and compensation for services of
administration under all applicable Federal or state bankruptcy, insolvency,
reorganization or other similar laws.

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


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SECTION 6.08 DISQUALIFICATION; CONFLICTING INTERESTS.

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

SECTION 6.09 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

      There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States,
any state thereof or the District of Columbia, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000, subject to supervision or examination by Federal or state
authority. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of said supervising or
examining authority, then for the purposes of this Section, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, it shall resign immediately
in the manner and with the effect hereinafter specified in this Article. No
obligor upon any Security issued under this Indenture or a person directly or
indirectly controlling, controlled by or under common control with such
obligor shall serve as Trustee under this Indenture.

SECTION 6.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

      (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of SECTION 6.11.

      (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by SECTION 6.11 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition, at the expense of
the Company, any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.

      (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Trustee
and to the Company. If the instrument of acceptance by a successor Trustee
required by SECTION 6.11 shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation, the resigning Trustee
may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

      (d) If at any time:

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

            (2) the Trustee shall cease to be eligible under SECTION 6.09 and
shall fail to resign after written request therefor by the Company or by any
such Holder, or


                                     40

<Page>


            (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 a 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 case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to SECTION 5.14, any
Holder of a Security who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of a successor Trustee or
Trustees.

      (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of the Trustee for any
cause, with respect to the Securities of one or more series, the Company, by
a Board Resolution, shall promptly appoint a successor Trustee or Trustees
with respect to the Securities of that or those series (it being understood
that any such successor Trustee may be appointed with respect to the
Securities of one or more or all series and that at any time there shall be
only one Trustee with respect to the Securities of any particular series) and
shall comply with the applicable requirements of SECTION 6.11. If, within one
year after such resignation, removal or incapability, or the occurrence of
such vacancy, a successor Trustee with respect to the Securities of any
series shall be appointed by Act of the Holders of a majority in principal
amount of the Outstanding Securities of such series delivered to the Company
and the retiring Trustee, the successor Trustee so appointed shall, forthwith
upon its acceptance of such appointment in accordance with the applicable
requirements of SECTION 6.11, become the successor Trustee with respect to
the Securities of such series and to that extent supersede the successor
Trustee appointed by the Company. If no successor Trustee with respect to the
Securities of any series shall have been so appointed by the Company or the
Holders of Securities of such series and accepted appointment in the manner
required by SECTION 6.11, any Holder of a Security who has been a bona fide
Holder of a Security of such series 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 with respect to the
Securities of such series. Such court may thereupon, after such notice, if
any, as it may deem proper, appoint a successor Trustee.

      (f) The Company shall give notice of each resignation and each removal
of the Trustee with respect to the Securities of any series and each
appointment of a successor Trustee with respect to the Securities of any
series in the manner provided in SECTION 1.06. Each notice shall include the
name of the successor Trustee with respect to the Securities of such series
and the address of its Corporate Trust Office.

SECTION 6.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

      (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee, with like effect as
if originally named


                                     41


<Page>


Trustee hereunder; but on the request of the Company or the successor
Trustee, such retiring Trustee shall, upon payment of its charges, execute
and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder. Any Trustee ceasing to act shall,
nevertheless, retain a prior lien upon all property or funds held or
collected by such Trustee to secure any amounts then due it pursuant to the
provisions of SECTION 6.07.

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

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

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

SECTION 6.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

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


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<Page>


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, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.

SECTION 6.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 6.14 APPOINTMENT OF AUTHENTICATING AGENT.

      The Trustee may, by an instrument in writing, appoint an Authenticating
Agent or Agents with respect to one or more series of Securities which may be
authorized to act on behalf of the Trustee to authenticate Securities of such
series issued upon original issue or upon exchange, registration of transfer
or partial redemption thereof or pursuant to SECTION 3.06, and Securities so
authenticated shall be entitled to the benefits of this Indenture and shall
be valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all
times be a corporation organized and doing business under the laws of the
United States, any State thereof or the District of Columbia (or, if Bearer
Securities, organized and doing business under the laws of the country in
which the Bearer Securities are eligible), authorized under such laws to act
as Authenticating Agent, having a combined capital and surplus of not less
than $50,000,000 and subject to supervision or examination by Federal or
state authority (or, if Bearer Securities, an authority of the country in
which the Bearer Securities are eligible). If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. If at any
time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section.

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

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<Page>


Trustee may at any time terminate the agency of an Authenticating Agent by
giving written notice thereof to such Authenticating Agent and to the
Company. Upon receiving such notice of resignation or upon such termination,
or in case at any time such Authenticating Agent shall cease to be eligible
in accordance with the provisions of this Section, the Trustee may appoint a
successor Authenticating Agent which shall be acceptable to the Company and
shall mail written notice of such appointment by first-class mail, postage
prepaid, to all Holders of Registered Securities, if any, of the series with
respect to which such Authenticating Agent will serve, as their names and
addresses appear in the Security Register. Any successor Authenticating Agent
upon acceptance of its appointment hereunder shall become vested with all the
rights, powers, and duties of its predecessor hereunder, with like effect as
if originally named as an Authenticating Agent. No successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section.

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

      If an appointment with respect to one or more series is made pursuant
to this Section, the Securities of such series may have been endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

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



                                    BNY MIDWEST TRUST COMPANY
                                    AS TRUSTEE


                                    By:____________________________
                                       AS AUTHENTICATING AGENT


                                    By:____________________________
                                       AUTHORIZED OFFICER

      If all the Securities of a series may not be originally issued at one
time, and if the Company has an Affiliate eligible to be appointed as an
Authenticating Agent hereunder or the Trustee does not have an office capable of
authenticating Securities upon original issuance located in a Place of Payment
where the Company wishes to have Securities of such series authenticated upon
original issuance, the Trustee, if so requested by the Company in writing (which
writing need not comply with SECTION 1.02 and need not be accompanied by an
Opinion of Counsel), shall appoint in accordance with this Section an
Authenticating Agent (which, if so


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<Page>


requested by the Company, shall be such Affiliate of the Company) having an
office in a Place of Payment designated by the Company with respect to such
series of Securities.

                                 ARTICLE VII.
              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 7.01 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

      With respect to each series of Securities, the Company will furnish or
cause to be furnished to the Trustee:

      (a) semi-annually, not later than 15 days after a Regular Record Date,
a list, in such form as the Trustee may reasonably require, containing all
the information in the possession or control of the Company, or any of its
Paying Agents other than the Trustee, as to the names and addresses of the
Holders of Securities as of the immediately preceding Regular Record Date, and

      (b) at such other times as the Trustee may request in writing, within
30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished;

      EXCLUDING from any such list names and addresses received by the
Trustee in its capacity as Security Registrar.

SECTION 7.02 PRESERVATION OF INFORMATION, COMMUNICATIONS TO HOLDERS.

      (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 7.01, and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
SECTION 7.01 upon receipt of a new list so furnished.

      (b) The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by
the Trust Indenture Act.

      (c) Every Holder of Securities or coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor
the Trustee nor any agent of any of them shall be held accountable by reason
of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made
under SECTION 7.02(b).

SECTION 7.03 REPORTS BY TRUSTEE.

      (a) Within 60 days after December 31 in each year following the date
hereof, the Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to
the Trust Indenture Act at the times and in the manner provided pursuant
thereto.

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<Page>


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

SECTION 7.04 REPORTS BY COMPANY.

      In addition to the certificates delivered to the Trustee pursuant to
SECTION 10.07, the Company shall file with the Trustee and the Commission,
and transmit to Holders, such information, documents and other reports, and
such summaries thereof, as may be required pursuant to the Trust Indenture
Act at the times and in the manner provided pursuant to such Act; provided
that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, shall be filed with the Trustee within 15 days after the
same is so required to be filed with the Commission.

      Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

                                ARTICLE VIII.
             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.01 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

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

            (1) the Person formed by such consolidation or into which the
Company is merged or the Person which acquires by conveyance or transfer, or
which leases, the properties and assets of the Company substantially as an
entirety shall be a Person organized and validly existing under the laws of
the United States, any state thereof or the District of Columbia and shall
expressly assume, by an indenture supplemental hereto, executed and delivered
to the Trustee, in form satisfactory to the Trustee, the due and punctual
payment of the principal of and any premium and interest (including all
additional amounts, if any, payable pursuant to SECTION 10.04) on all the
Securities and the performance or observance of every other 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 occurred 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, transfer or lease and such supplemental indenture comply
with this Article and that all conditions precedent herein provided for
relating to such transaction have been complied with.

SECTION 8.02 SUCCESSOR SUBSTITUTED.

      Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company


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<Page>


substantially as an entirety in accordance with SECTION 8.01, the successor
Person formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been
named as the Company herein, and thereafter, except in the case of a lease,
the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities and coupons and may liquidate and
dissolve.

                                   ARTICLE IX.
                             SUPPLEMENTAL INDENTURES

SECTION 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

      Without the consent of any Holders of Securities or coupons, the
Company, when authorized by a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following
purposes:

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

            (2) to add to the covenants of the Company for the benefit of the
Holders of all or any series of Securities and any coupons appertaining
thereto (and if such covenants are to be for the benefit of less than all
series of Securities, stating that such covenants are expressly being
included solely for the benefit of such series), to convey, transfer, assign,
mortgage or pledge any property to or with the Trustee or otherwise secure
any series of the Securities or to surrender any right or power herein
conferred upon the Company; or

            (3) to add any additional Events of Default with respect to all
or any series of the Securities (and, if such Event of Default is applicable
to less than all series of Securities, specifying the series to which such
Event of Default is applicable); or

            (4) to add to or change any of the provisions of this Indenture
to provide that Bearer Securities may be registrable as to principal, to
change or eliminate any restrictions on the payment of principal of or any
premium or interest on Bearer Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit Bearer Securities to
be issued in exchange for Bearer Securities of other authorized denominations
or to permit or facilitate the issuance of Securities in uncertificated form,
PROVIDED that any such action shall not adversely affect the interests of the
Holders of Securities of any series or any related coupons in any material
respect; or

            (5) to add to, change or eliminate any of the provisions of this
Indenture in respect of one or more series of Securities, PROVIDED that any
such addition, change or elimination (A) shall neither (i) apply to any
Security of any series created prior to the execution of such supplemental
indenture and entitled to the benefit of such provision nor (ii) modify the
rights of the Holder of any such Security with respect to such provision or
(B) shall become effective only when there is no such Security Outstanding; or


                                     47


<Page>


            (6) to establish the form or terms of Securities of any series
and any related coupons as permitted by SECTIONS 2.01 and 3.01; or

            (7) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one or
more series and to add to or change any of the provisions of this Indenture
as shall be necessary to provide for or facilitate the administration of the
trusts hereunder by more than one Trustee, pursuant to the requirements of
SECTION 6.11(b); or

            (8) to cure any ambiguity, to correct or supplement any provision
herein or in any supplemental indenture which may be defective or
inconsistent with any other provision herein or in any supplemental
indenture, or to make any other provisions with respect to matters or
questions arising under this Indenture; PROVIDED, that such action shall not
adversely affect the interests of the Holders of Securities of any series or
any related coupons in any material respect.

SECTION 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

      With the consent of the Holders of a majority in principal amount of
the Outstanding Securities of each series affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the Trustee,
the Company, when authorized by Board Resolution, and the Trustee may enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series and any related coupons under this
Indenture; PROVIDED, HOWEVER, that no such supplemental indenture shall,
without the consent of the Holder of each Outstanding Security affected
thereby,

            (1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce the
principal amount thereof or the rate of interest thereon or any premium
payable upon the redemption thereof, or change the Redemption Date thereof, or
change any obligation of the Company to pay additional amounts pursuant to
SECTION 10.04 (except as contemplated by SECTION 8.01(1) and permitted by
SECTION 9.01(1)), or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to SECTION 5.02 or change the
coin or currency in which any Security or any premium or interest thereon is
payable, or change any right of redemption, purchase or repayment by the
Company at the option of the Holder 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
Securities of any series, the consent of whose Holders is required for any such
supplemental indenture, or the


                                     48


<Page>


consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or reduce the requirements of
SECTION 14.04 for quorum or voting, or

            (3) change any obligation of the Company to maintain an office or
agency in the places and for the purposes specified in SECTION 10.02, or

            (4) modify any of the provisions of this Section, SECTION 5.13 or
SECTION 10.08 except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each Outstanding Security affected
thereby; PROVIDED, HOWEVER, that this clause shall not be deemed to require
the consent of any Holder of a Security or coupon with respect to changes in
the references to "the Trustee" and concomitant changes in this Section and
SECTION 10.08 or the deletion of this provision, in accordance with the
requirements of SECTIONS 6.11(b) and 9.01(8).

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

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

SECTION 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES.

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

SECTION 9.04 EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 9.05 CONFORMITY WITH TRUST INDENTURE ACT.

      Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act as then in effect.


                                     49


<Page>


SECTION 9.06 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

      Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to this Article may, and
shall if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company shall so determine, new Securities of any series so modified as to
conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company, and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series and of like tenor.

                                   ARTICLE X.
                                   COVENANTS

SECTION 10.01 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

      The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities, any coupons appertaining thereto and this Indenture.
Unless otherwise specified as contemplated by SECTION 3.01 with respect to
any series of Securities, any interest due on Bearer Securities on or before
Maturity shall be payable only upon presentation and surrender of the several
coupons for such interest installments as are evidenced thereby as they
severally mature.

SECTION 10.02 CORPORATE EXISTENCE AND MAINTENANCE OF OFFICE OR AGENCY.

      Except as expressly permitted by this Indenture, the Company will do or
cause to be done all things necessary to preserve and keep in full force and
effect the corporate existence of the Company.

      If Securities of a series are issuable only as Registered Securities,
the Company will maintain in each Place of Payment for such series an office
or agency where Securities of that series may be presented or surrendered for
payment where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and this Indenture may be served. If
Securities of a series are issuable as Bearer Securities, the Company will
maintain (A) in the Borough of Manhattan, The City of New York, an office or
agency where any Registered Securities of that series may be presented or
surrendered for payment, where any Registered Securities of that series may be
surrendered for registration of transfer, where Securities of that series may
be surrendered for exchange, where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be served
and where Bearer Securities of that series and related coupons may be
presented or surrendered for payment in the circumstances described in the
following paragraph (and not otherwise), (B) subject to any laws or
regulations applicable thereto, in a Place of Payment for that series which is
located outside the United States, an office or agency where Securities of
that series and related coupons may be presented and surrendered for payment
(including payment of any additional amounts payable on Securities of that
series pursuant to SECTION 10.04); PROVIDED, HOWEVER, that if the Securities

                                     50

<Page>

of that series are listed on The International Stock Exchange of the United
Kingdom and the Republic of Ireland Limited, the Luxembourg Stock Exchange or
any other stock exchange located outside the United States and such stock
exchange shall so require, the Company will maintain a Paying Agent for the
Securities of that series in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the
Securities of that series are listed on such exchange, and (C) subject to any
laws or regulations applicable thereto, in a Place of Payment for that series
which is located outside the United States an office or agency where any
Registered Securities of that series may be surrendered for registration of
transfer, where Securities of that series may be surrendered for exchange and
where notices and demands to or upon the Company in respect of the Securities
of that series, and this Indenture may be served. The Company will give prompt
written notice to the Trustee and prompt notices to the Holders as provided in
SECTION 1.06 of the location, and any change in the location, of any such
office or agency. If at any time the Company shall fail to maintain any such
required office or agency in respect of any series of Securities or shall fail
to furnish the Trustee with the address thereof, such presentations and
surrenders of Securities of that series may be made and notices and demands
may be made or served at the Corporate Trust Office of the Trustee, except
that Bearer Securities of that series and the related coupons may be presented
and surrendered for payment (including payment of any additional amounts
payable on Bearer Securities of that series pursuant to SECTION 10.04) at any
Paying Agent for such series located outside the United States, and the
Company hereby appoints the same as its agents to receive such respective
presentations, surrenders, notices and demands.

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

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

SECTION 10.03 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

      If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities and any coupons appertaining thereto, it will, on or
before each due date of the


                                      51
<Page>

principal of and any premium or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium 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 to so act.

      Whenever the Company shall have one or more Paying Agents for any series
of Securities, it will, on or prior to each due date of the principal of and any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay the principal and any premium 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 to so act.

      The Company will cause each Paying Agent for any series of Securities
(other than the Company or the Trustee) to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

      The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or 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 any premium or
interest on any Security of any series and remaining unclaimed for two years
after such principal and any premium or interest has become due and payable
shall be paid to the Company on Company Request (unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law), or (if then held by the Company) shall be discharged from such trust; and
the Holder of such Security or any coupon appertaining thereto shall (unless
otherwise required by mandatory provisions of applicable escheat or abandoned or
unclaimed property law) thereafter, as an unsecured general 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, shall at
the expense of the Company cause to be published once, in an Authorized
Newspaper in each Place of Payment, 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, any unclaimed balance of such money then remaining
will be repaid to the Company.


                                      52
<Page>

SECTION 10.04 ADDITIONAL AMOUNTS.

      If the Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of such series or
any coupon appertaining thereto additional amounts as provided therein. Whenever
in this Indenture there is mentioned, in any context, the payment of the
principal of or any premium or interest on, or in respect of, any Security of
any series or payment of any related coupon or the net proceeds received on the
sale or exchange of any Security of any series, such mention shall be deemed to
include mention of the payment of additional amounts provided for in this
Section to the extent that, in such context, additional amounts are, were or
would be payable in respect thereof pursuant to the provisions of this Section
and express mention of the payment of additional amounts (if applicable) in any
provisions hereof shall not be construed as excluding additional amounts in
those provisions hereof where such express mention is not made.

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

SECTION 10.05 PURCHASE OF SECURITIES BY COMPANY OR SUBSIDIARY.

      If and so long as the Securities of a series are listed on The
International Stock Exchange of the United Kingdom and the Republic of Ireland
Limited and such stock exchange shall so require, the Company will not, and will
not permit any of its Subsidiaries to, purchase any Securities of that series by
private treaty at a price (exclusive of expenses and accrued interest) which
exceeds 120% of the mean of the nominal quotations of the Securities of that
series as shown in The Stock Exchange Daily Official List for the last trading
day preceding the date of purchase.


                                      53
<Page>

SECTION 10.06  APPOINTMENT TO FILL VACANCIES IN TRUSTEE'S OFFICE.

      The Company, whenever necessary to avoid or fill a vacancy in the office
of the Trustee, will appoint, in the manner provided in SECTION 6.10, a Trustee,
so that there shall at all times be a Trustee hereunder.

SECTION 10.07 STATEMENT BY OFFICER AS TO DEFAULT.

      (a) The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, a brief
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this SECTION 10.07, such compliance shall be determined without regard to any
period of grace or requirement of notice under this Indenture. Such certificate
shall comply with Section 314(a)(4) of the Trust Indenture Act.

      (b) The Company shall, so long as any of the Securities are outstanding,
deliver to the Trustee forthwith upon any Officer becoming aware of any Event of
Default or event which, after notice or lapse of time or both, would become an
Event of Default, an Officers' Certificate specifying such Event of Default or
event and what action the Company proposes to take with respect thereto.

SECTION 10.08 WAIVER OF CERTAIN COVENANTS.

      The Company may omit in any particular instance to comply with any term,
provision or condition set forth in SECTION 10.05 with respect to the Securities
of any series if before the time for such compliance the Holders of a majority
in principal amount of the Outstanding Securities of such series shall, by Act
of such Holders, either waive such compliance in such instance or generally
waive compliance with such term, provision or condition, but no such waiver
shall extend to or affect such term, provision or condition except to the extent
so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

SECTION 10.09 CALCULAITON OF ORIGINAL ISSUE DISCOUNT

      The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount of original issue
discount (including daily rates and accrual periods) accrued on Outstanding
Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.

                                   ARTICLE XI.
                            REDEMPTION OF SECURITIES

SECTION 11.01 APPLICABILITY OF ARTICLE.

      Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by SECTION 3.01 for Securities of any series) in
accordance with this Article.

SECTION 11.02 ELECTION TO REDEEM; NOTICE TO TRUSTEE.

      The election of the Company to redeem any Securities shall be evidenced
by a Board Resolution. In the case of any redemption at the election of the
Company of the Securities of any series, the Company shall, at least 45 days
prior to the Redemption Date fixed

                                      54
<Page>

by the Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities of such series to be redeemed. In the case of any redemption of
Securities (i) prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, or (ii)
pursuant to an election of the Company which is subject to a condition specified
in the terms of such Securities, the Company shall furnish the Trustee with an
Officers' Certificate evidencing compliance with such restriction or condition.

SECTION 11.03 SELECTION OF SECURITIES TO BE REDEEMED.

      If less than all the Securities of any series are to be redeemed (unless
all of the Securities of such series of a specified tenor are to be redeemed)
the particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series not previously called for redemption, by such method as the Trustee
shall deem fair and appropriate and which may provide for the selection for
redemption of portions (equal to the minimum authorized denomination for
Securities of that series or any integral multiple thereof) of the principal
amount of Registered Securities of such series of a denomination larger than the
minimum authorized denomination for Securities of that series or of the
principal amount of global Securities of such series. If less than all of the
Securities of such series and of a specified tenor are to be redeemed, the
particular Securities to be redeemed shall be selected not more than 45 days
prior to the Redemption Date by the Trustee, from the Outstanding Securities of
such series and specified tenor not previously called for redemption in
accordance with the preceding sentence.

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

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


SECTION 11.04 NOTICE OF REDEMPTION.

      Notice of redemption shall be given in the manner provided in SECTION 1.06
to the Holders of Securities to be redeemed not less than 30 nor more than 60
days prior to the Redemption Date.


                                      55
<Page>

      All notices of redemption shall identify the Securities to be redeemed
(including CUSIP numbers) and shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,

            (3) if less than all the Outstanding Securities of any series are to
be redeemed, the identification (and, in the case of partial redemption of any
Securities, the principal amounts) of the particular Securities to be redeemed,
and that on and after the Redemption Date, upon surrender of the Securities, new
Securities of such series in principal amount equal to the unredeemed part
thereof will be issued,

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

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

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

      A notice of redemption published as contemplated by SECTION 1.06 need not
identify particular Registered Securities to be redeemed.

      Notice of redemption of Securities to be redeemed at the election 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 11.05 DEPOSIT OF REDEMPTION PRICE.

      On or prior to 10:00 a.m., New York City time, on 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 10.03) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment
Date) accrued interest on, all the Securities which are to be redeemed on that
date.

SECTION 11.06  SECURITIES PAYABLE ON REDEMPTION DATE.

      Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein


                                      56
<Page>

specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest and the coupons for such interest appertaining to any
Bearer Securities so to be redeemed, except to the extent provided below, shall
be void. Upon surrender of any such Security for redemption in accordance with
said notice, together with all coupons, if any, appertaining thereto maturing
after the Redemption Date, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
PROVIDED, HOWEVER, that installments of interest on Bearer Securities whose
Stated Maturity is on or prior to the Redemption Date shall be payable only at
an office or agency located outside the United States (except as otherwise
provided in SECTION 10.02) and, unless otherwise specified as contemplated by
SECTION 3.01, only upon presentation and surrender of coupons for such interest,
and PROVIDED, FURTHER, that, unless otherwise specified as contemplated by
SECTION 3.01, installments of interest on Registered Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of SECTION 3.07.

      If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Security may
be paid after deducting from the Redemption Price an amount equal to the face
amount of all such missing coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there be furnished to
them such security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall surrender
to the Trustee or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder shall be
entitled to receive the amount so deducted; PROVIDED, HOWEVER, that interest
represented by coupons shall be payable only at an office or agency located
outside the United States (except as otherwise provided in SECTION 10.02) and,
unless otherwise specified as contemplated by SECTION 3.01, only upon
presentation and surrender of those coupons.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security or, in the case of Original Issue Discount Securities, the Securities'
yield to maturity.

SECTION 11.07 SECURITIES REDEEMED IN PART.

      Any Registered Security which is to be redeemed only in part shall be
surrendered at a Place of Payment thereof (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 the Holder of such Security
without service charge, a new Registered Security or Securities of the same
series and of like tenor, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered.


                                      57
<Page>

                                  ARTICLE XII.
                                  SINKING FUNDS

SECTION 12.01 APPLICABILITY OF ARTICLE.

      The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by SECTION 3.01 for Securities of such series.

      The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "MANDATORY SINKING FUND
PAYMENT," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "OPTIONAL SINKING
FUND PAYMENT." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in SECTION 12.02. Each sinking fund payment shall be applied to the redemption
of Securities of any series as provided for by the terms of Securities of such
series.

SECTION 12.02  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

      The Company (1) may deliver Outstanding Securities of a series (other
than any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Securities of a series which have been redeemed
either at the election of the Company pursuant to the terms of such Securities
or through the application of permitted optional sinking fund payments
pursuant to the terms of such Securities, in each case in satisfaction of all
or any part of any sinking fund payment with respect to the Securities of such
series required to be made pursuant to the terms of such Securities as
provided for by the terms of such series; PROVIDED that such Securities have
not been previously so credited. Such Securities shall be received and
credited for such purpose by the Trustee at the Redemption Price specified in
such Securities for redemption through operation of the sinking fund and the
amount of such sinking fund payment shall be reduced accordingly.

SECTION 12.03 REDEMPTION OF SECURITIES FOR SINKING FUND.

      Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee a Company Order
specifying the amount of the next ensuing sinking fund payment for that series
pursuant to the terms of that series, the portion thereof, if any, which is to
be satisfied by payment of cash and the portion thereof, if any, which is to be
satisfied by delivering and crediting Securities of that series pursuant to
SECTION 12.02 and will also deliver to the Trustee any Securities to be so
credited. Not less than 45 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in SECTION 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in SECTION 11.04. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in SECTIONS 11.06 and 11.07.


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<Page>

                                  ARTICLE XIII.
                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 13.01  COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

      The Company may at its option by Board Resolution, at any time, elect to
have either SECTION 13.02 or SECTION 13.03 applied to the Outstanding Securities
of any series upon compliance with the conditions set forth below in this
ARTICLE THIRTEEN.

SECTION 13.02 DEFEASANCE AND DISCHARGE.

      Upon the Company's exercise of the option provided in SECTION 13.01
applicable to this Section, the Company shall be deemed to have been
discharged from its obligations with respect to the Outstanding Securities of
any series on the date the conditions set forth below are satisfied
(hereinafter, "DEFEASANCE"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and to have satisfied
all its other obligations under the Securities of such series and this
Indenture insofar as the Securities of such series are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following which shall survive until
otherwise terminated or discharged hereunder: (A) the rights of Holders of the
Securities of such series to receive, solely from the trust fund described in
SECTION 13.04 and as more fully set forth in such Section, payments in respect
of the principal of and any premium and interest on the Securities of such
series when such payments are due, (B) the Company's obligations with respect
to such Securities under SECTIONS 3.04, 3.05, 3.06, 10.02, 10.03 and 10.04,
(C) the rights, powers, trusts, duties and immunities of the Trustee hereunder
and (D) this ARTICLE THIRTEEN. Subject to compliance with this ARTICLE
THIRTEEN, the Company may exercise its option under this Section 13.02
notwithstanding the prior exercise of its option under SECTION 13.03.

SECTION 13.03 COVENANT DEFEASANCE.

      Upon the Company's exercise of the option provided in SECTION 13.01
applicable to this Section, (i) the Company shall be released from its
obligations with respect to the Securities of such series under SECTIONS 8.01
and 10.05 and (ii) the occurrence of an event specified in SECTIONS 5.01(3) or
(4) shall not be deemed to be an Event of Default on and after the date the
conditions set forth below are satisfied (hereinafter, "COVENANT DEFEASANCE"),
but the remainder of this Indenture and such Securities shall be unaffected
thereby. For this purpose, such covenant defeasance means that the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such Section or clause whether directly
or indirectly by reason of any reference elsewhere herein to any such Section or
clause or by reason of any reference in any such Section or clause to any other
provision herein or in any such Section or clause to any other provision herein
or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.

SECTION 13.04 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

      The following shall be the conditions to application of either SECTION
13.02 or SECTION 13.03 to the then Outstanding Securities of any series:


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            (1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the requirements of
SECTION 6.09 who shall agree to comply with the provisions of this ARTICLE
THIRTEEN applicable to it) as trust funds in trust for the purpose of making the
following payments specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of the Securities of such series, (A) money in an
amount, or (B) U.S. Government Obligations which through the scheduled payment
of principal and interest in respect thereof in accordance with their terms will
provide, not later than one day before the due date of any payment, money in an
amount, or (C) a combination thereof, sufficient, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or other qualifying trustee) to pay and
discharge, the principal of (and premium, if any) and each installment of
interest on the Securities and any coupons pertaining thereto on the Stated
Maturity of such principal (and premium, if any) or installment of interest in
accordance with the terms of this Indenture and of the Securities of such
series. For this purpose, "U.S. GOVERNMENT OBLIGATIONS" means securities that
are (x) direct obligations of the United States for the payment of which its
full faith and credit is pledged or (y) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States, which, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depository receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act of 1933, as amended) as custodian with respect to any such U.S.
Government Obligation or a specific payment of principal of or interest on any
such U.S. Government Obligation held by such custodian for the account of the
holder of such depository receipt, PROVIDED that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depository receipt from any amount received by the
custodian in respect of the U.S. Government Obligation or the specific payment
of principal of or interest on the U.S. Government Obligation evidenced by such
depository receipt.

            (2) In the case of an election under SECTION 13.02, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that (x) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling, or (y) since the date of this Indenture there has been a
change in the applicable United States Federal income tax law, in either case to
the effect that, and based thereon such opinion shall confirm that, the Holders
of the Outstanding Securities of such series will not recognize income, gain or
loss for United States Federal income tax purposes as a result of such deposit,
defeasance and discharge and will be subject to United States Federal income tax
on the same amounts, in the same manner and at the same times as would have been
the case if such deposit, defeasance and discharge had not occurred.

            (3) In the case of an election under SECTION 13.03, the Company
shall have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of the Outstanding Securities of such series will not recognize gain or
loss for United States Federal income tax purposes as a result of such deposit
and covenant defeasance and will be subject to United States Federal income tax
on the same amount, in the same manner and at the same times as would have been
the case if such deposit and covenant defeasance had not occurred.


                                      60
<Page>


            (4) No Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to the Securities
of such series shall have occurred and be continuing on the date of such
deposit or, insofar as SECTIONS 5.01(5) and (6) are concerned, at any time
during the period ending on the 121st day after the date of such deposit (it
being understood that this condition shall not be deemed satisfied until the
expiration of such period).

            (5) Such defeasance or covenant defeasance shall not cause the
Trustee to have a conflicting interest within the meaning of the Trust
Indenture Act with respect to any securities of the Company.

            (6) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, any other agreement or
instrument to which the Company is a party or by which it is bound.

            (7) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for relating to either the defeasance under SECTION 13.02
or the covenant defeasance under SECTION 13.03 (as the case may be) have been
complied with.

            (8) Such defeasance or covenant defeasance shall not result in
the trust arising from such deposit constituting an investment company as
defined in the Investment Company Act of 1940, as amended, or such trust
shall be qualified under such Act or exempt from regulation thereunder.

SECTION 13.05  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST; OTHER MISCELLANEOUS PROVISIONS.

      Subject to the provisions of the last paragraph of SECTION 10.03, all
money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee -- collectively, for
purposes of this SECTION 13.05, the "TRUSTEE") pursuant to SECTION 13.04 in
respect of the Securities of such series shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities of such
series and this 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 Holders of the Securities of such series, of
all sums due and to become due thereon in respect of principal (and premium,
if any) and interest, but such money need not be segregated from other funds
except to the extent required by law. The Company shall pay and indemnify the
Trustee against any tax, fee or other charge imposed on or assessed against
the U.S. Government Obligations deposited pursuant to SECTION 13.04 or the
principal and interest received in respect thereof other than any such tax,
fee or other charge which by law is for the account of the Holders of the
Outstanding Securities.

      Anything in this ARTICLE THIRTEEN to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
SECTION 13.04 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification


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thereof delivered to the Trustee, are in excess of the amount thereof which
would then be required to be deposited to effect an equivalent defeasance or
covenant defeasance.

SECTION 13.06  REINSTATEMENT.

      If the Trustee or the Paying Agent is unable to apply any money in
accordance with SECTION 13.02 or 13.03 by reason of any order or judgment of
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under this
Indenture and the Securities of such series shall be revived and reinstated
as though no deposit had occurred pursuant to this ARTICLE THIRTEEN until
such time as the Trustee or Paying Agent is permitted to apply all such money
in accordance with SECTION 13.02 or 13.03; PROVIDED, HOWEVER, that if the
Company makes any payment of principal of or any premium or interest on any
Security following the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of the Securities of such series to
receive such payment from the money held by the Trustee or the Paying Agent.

                                  ARTICLE XIV.
                     MEETINGS OF HOLDERS OF BEARER SECURITIES

SECTION 14.01  PURPOSES FOR WHICH MEETINGS MAY BE CALLED.

      If Securities of a series are issuable as Bearer Securities, a meeting
of Holders of Securities of such series may be called at any time and from
time to time pursuant to this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders of
Securities of such series.

SECTION 14.02 CALL, NOTICE AND PLACE OF MEETINGS.

      (a) The Trustee may at any time call a meeting of Holders of Bearer
Securities of any series for any purpose specified in SECTION 14.01, to be
held at such time and at such place in the Borough of Manhattan, The City of
New York, or in London or such other location as the Trustee shall determine.
Notice of every meeting of Holders of Bearer Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in SECTION 1.06, not less than 21 nor more than 120 days prior to
the date fixed for the meeting.

      (b) In case at any time the Company, pursuant to a Board Resolution, or
the Holders of at least 10% in aggregate principal amount of the Outstanding
Bearer Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified
in SECTION 14.01, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
made the first publication of the notice of such meeting within 21 days after
receipt of such request or shall not thereafter proceed to cause the meeting
to be held as provided herein, then the Company or the Holders of Securities
of such series in the amount above specified, as the case may be, may
determine the time and the place in the Borough of Manhattan, The City of New
York, or in London or such other location as the Trustee shall determine for
such meeting and may call such meeting for such purposes by giving notice
thereof as provided in subsection (a) of this Section.


                                       62
<Page>

SECTION 14.03 PERSONS ENTITLED TO VOTE AT MEETINGS.

      To be entitled to vote at any meeting of Holders of Bearer Securities a
Person shall (a) be a Holder of one or more Bearer Securities or (b) be a
Person appointed by an instrument in writing as proxy by a Holder of one or
more Bearer Securities. The only Persons who shall be entitled to be present
or to speak at any meeting of Holders of Bearer Securities shall be the
Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

SECTION 14.04 QUORUM; ACTION.

      The Persons entitled to vote a majority in aggregate principal amount
of the Outstanding Bearer Securities of a series shall constitute a quorum
for a meeting of Holders of Securities of such series. In the absence of a
quorum within 30 minutes of the time appointed for any such meeting, the
meeting shall, if convened at the request of Holders of Securities of such
series, be dissolved. In any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any
such adjourned meeting, such adjourned meeting may be further adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such adjourned meeting. Notice of the reconvening
of any adjourned meeting shall be given as provided in SECTION 14.02(a),
except that such notice need be given only once not less than five days prior
to the date on which the meeting is scheduled to be reconvened. Notice of the
reconvening of an adjourned meeting shall state expressly the percentage, as
provided above, of the aggregate principal amount of the Outstanding
Securities of such series which shall constitute a quorum.

      Except as limited by SECTION 5.12 or the proviso to the first paragraph
of SECTION 9.02, any resolution presented to a meeting (or adjourned meeting
duly reconvened at which a quorum is present as aforesaid) may be adopted by
the affirmative vote of the Holders of a majority in principal amount of the
Outstanding Bearer Securities of that series; provided, however, that any
resolution with respect to any request, demand, authorization, direction,
notice, consent, waiver or other action which this Indenture expressly
provides may be made, given or taken by the Holders of a specified
percentage, which is less than a majority, in aggregate principal amount of
the Outstanding Bearer Securities of a series may be adopted at a meeting (or
an adjourned meeting duly reconvened and at which a quorum is present as
aforesaid) by the affirmative vote of the Holders of such specified
percentage in principal amount of the Outstanding Bearer Securities of that
series.

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

SECTION 14.05  DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT OF
MEETINGS.

      (a) Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting
of Holders of Bearer


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<Page>

Securities of a series in regard to proof of the holding of Securities of
such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination
of proxies, certificates and other evidence of the right to vote, and such
other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Bearer Securities shall be proved in the manner
specified in SECTION 1.04 and the appointment of any proxy shall be proved in
the manner specified in SECTION 1.04 or by having the signature of the Person
executing the proxy witnessed or guaranteed by any trust company, bank or
banker authorized by SECTION 1.04 to certify to the holding of Bearer
Securities. Such regulations may provide that written instruments appointing
proxies, regular on their face, may be presumed valid and genuine without the
proof specified in SECTION 1.04 or other proof.

      (b) The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Bearer Securities as provided in SECTION 14.02(b),
in which case the Company or the Holders of Bearer Securities of the series
calling the meeting, as the case may be, shall in like manner appoint a
temporary chairman. A permanent chairman and a permanent secretary of the
meeting shall be elected by vote of the Persons entitled to vote a majority
in aggregate principal amount of the Outstanding Securities of such series
represented at the meeting.

      (c) At any meeting each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of the
Outstanding Securities of such series held or represented by him; provided,
HOWEVER, that no vote shall be cast or counted at any meeting in respect of
any Bearer Security challenged as not Outstanding and ruled by the chairman
of the meeting to be not Outstanding. The chairman of the meeting shall have
no right to vote, except as a Holder of a Security of such series or proxy.

      (d) Any meeting of Holders of Bearer Securities of any series duly
called pursuant to SECTION 14.02 at which a quorum is present may be
adjourned from time to time by Persons entitled to vote a majority in
principal amount of the Outstanding Securities of such series represented at
the meeting; and the meeting may be held as so adjourned without further
notice.

SECTION 14.06  COUNTING VOTES AND RECORDING ACTION OF MEETINGS.

      The vote upon any resolution submitted to any meeting of Holders of
Bearer Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers
of the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their verified
written reports in duplicate of all votes cast at the meeting. A record, at
least in duplicate, of the proceedings of each meeting of Holders of Bearer
Securities of any series shall be prepared by the secretary of the meeting
and there shall be attached to said record the original reports of the
inspectors of votes on any vote by ballot taken thereat and affidavits by one
or more persons having knowledge of the facts setting forth a copy of the
notice of the meeting and showing that said notice was given as provided in
SECTION 14.02 and, if applicable, SECTION 14.04. Each copy shall be signed
and verified by the affidavits of the


                                       64
<Page>


permanent chairman and secretary of the meeting and one such copy shall
be delivered to the Company, and another to the Trustee to be preserved by
the Trustee, the latter to have attached thereto the ballots voted at the
meeting. Any record so signed and verified shall be conclusive evidence of
the matters therein stated.





























                                      65

<Page>

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

                                     COMPANY

                                     ILLINOIS POWER COMPANY

                                     By:________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________


                                     TRUSTEE

                                     BNY MIDWEST TRUST COMPANY

                                     By:________________________________________
                                     Name:______________________________________
                                     Title:_____________________________________

<Page>

                                    EXHIBIT A

                         FORM OF CERTIFICATE TO BE GIVEN
                         BY BENEFICIAL OWNER OF INTEREST
                         IN A TEMPORARY GLOBAL SECURITY

                             ILLINOIS POWER COMPANY

                              [Title of Securities]

                               (the "SECURITIES")

      This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are
owned by person(s) that are not citizens or residents of the United States,
domestic partnerships, domestic corporations or any estate or trust the
income of which is subject to United States Federal income taxation
regardless of its source ("UNITED STATES PERSONS"), (ii) are owned by United
States person(s) that are (A) foreign branches of United States financial
institutions (as defined in U.S. Treasury Regulations Section
1.165-12(c)(1)(v)) ("FINANCIAL INSTITUTIONS") purchasing for their own
account or for resale, or (B) United States person(s) who acquired Securities
through the foreign branches of the United States financial institutions and
who hold the Securities through such United States financial institutions on
the date hereof (and in either case (A) or (B), each such United States
financial institution hereby agrees, on its own behalf or through its agent,
to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the
Internal Revenue Code of 1986 as amended, and the regulations thereunder), or
(iii) are owned by United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in U.S. Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and in addition if the owner of
the Securities is a United States or foreign financial institution described
in clause (iii) above (whether or not also described in clause (i) or (ii)),
this is to further certify that such financial institution has not acquired
the Securities for purposes of resale directly or indirectly to a United
States person or to a person within the United States or its possessions.

      If the Securities are of the category contemplated in Section
230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended
(the "ACT"), then this is also to certify that, except as set forth below,
the Securities are beneficially owned by (a) non-U.S. person(s) or (b) U.S.
person(s) who purchased the Securities in transactions which did not require
registration under the Act.

      As used herein, "UNITED STATES" or "U.S." means the United States
(including the States and District of Columbia); and its "POSSESSIONS"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island and the Northern Mariana Islands.

      We undertake to advise you promptly by tested telex on or prior to the
date on which you intend to submit your certification relating to the
Securities held by you for our account in accordance with your Operating
Procedures if any applicable statement herein is not correct on such date,
and in the absence of any such notification it may be assumed that this
certification applies as of such date.


                                     A-1
<Page>

      This certification excepts and does not relate to $________ of such
interest in the above Securities in respect of which we are not able to
certify and as to which we understand exchange and delivery of definitive
Securities (or, if relevant, exercise of any rights or collection of any
interest) cannot be made until we do so certify.

      We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or
would be relevant, we irrevocably authorize you to produce this certification
to any interested party in such proceedings.

*Dated: ______________, _____.

                                    NAME OF PERSON MAKING
                                    CERTIFICATION
                                    By:___________________________

* To be dated no earlier than the Certification Date.


                                      A-2
<Page>


                                    EXHIBIT B

                      FORM OF CERTIFICATION TO BE GIVEN
                 BY THE EURO-CLEAR OPERATOR OR CLEARSTREAM

                             ILLINOIS POWER COMPANY

                              [Title of Securities]

                               (the "SECURITIES")

      This is to certify that, based solely on certifications we have received
in writing, by tested telex or by electronic transmission from member
organizations appearing in our records as persons being entitled to a portion
of the principal amount set forth below (our "MEMBER ORGANIZATIONS")
substantially to the effect set forth in the Indenture, dated as of
___________________, between Illinois Power Company and BNY Midwest Trust
Company, as of the date hereof, as supplemented, amended or restated, [ ]
principal amount of the above-captioned Securities (i) is owned by persons
that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States Federal income taxation regardless of its source
("UNITED STATES PERSONS"), (ii) is owned by United States persons that are (A)
foreign branches of United States financial institutions (as defined in U.S.
Treasury Regulations Section 1.165-12(c)(1)(v)) ("FINANCIAL INSTITUTIONS")
purchasing for their own account or for resale, or (B) United States persons
who acquired the Securities through foreign branches of United States
financial institutions and who hold the Securities through such United States
financial institutions on the date hereof (and in either case (A) or (B), each
such United States financial institution has agreed, on its own behalf or
through its agent, that it will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and
the regulations thereunder), or (iii) is owned by United States or foreign
financial institutions for purposes of resale during the restricted period (as
defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and to
the further effect that the United States or foreign financial institutions
described in clause (iii) above (whether or not also described in clause (i)
or (ii)) have certified that they have not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

      If the Securities are of the category contemplated in Section
230.903(c)(3) of Regulation S under the Securities Act of 1933, as amended,
then this is also to certify with respect to such principal amount of
Securities set forth above that, except as set forth below, we have received
in writing, by tested telex or by electronic transmission, from our Member
Organizations entitled to a portion of such principal amount, certifications
with respect to such portion, substantially to the effect set forth in the
Indenture.

      We further certify (i) that we are not making available herewith for
exchange (or, if relevant, exercise of any rights or collection of any
interest) any portion of the temporary global Security excepted in such
certifications and (ii) that as of the date hereof we have not received any
notification from any of our Member Organizations to the effect that the
statements made by such Member Organizations with respect to any portion of
the part submitted herewith for


                                     B-1
<Page>

exchange (or, if relevant, exercise of any rights or collection of any
interest) are no longer true and cannot be relied upon as of the date hereof.

      We understand that this certification is required in connection with
certain tax laws and, if applicable, certain securities laws of the United
States. In connection therewith, if administrative or legal proceedings are
commenced or threatened in connection with which this certification is or
would be relevant, we irrevocably authorize you to produce this certification
or a copy hereof to any interested party in such proceedings.

Dated:_______________, _____.

(dated the Exchange Date or the Interest Payment Date)

                                    [Morgan Guaranty Trust Company of New York,
                                    as operator of the Euro-clear System]
                                    or

                                    [CLEARSTREAM]

                                    By:_________________________________________




                                      B-2