<Page>


                                                                     Exhibit 4.9















            _________________________________________________________


                             ILLINOIS POWER COMPANY


                                       AND


                           BNY MIDWEST TRUST COMPANY

                                   AS TRUSTEE


                                FORM OF INDENTURE


                                   DEBENTURES


            _________________________________________________________


                     Dated as of _______________ ___,

<Page>

                            CROSS-REFERENCE TABLE*


<Table>
<Caption>

Trust Indenture
  Act Section                                                    Indenture Section
---------------                                                  -----------------
<S>                                                              <C>
310(a)(1) ...........................................................6.09
   (a)(2) ...........................................................6.09
   (a)(3) ...........................................................N.A.
   (a)(4) ...........................................................N.A.
   (b) ..............................................................6.08; 6.09; 6.10
   (c) ..............................................................N.A.
311(a) ..............................................................6.13
   (b) ..............................................................6.13
   (c) ..............................................................N.A.
312(a) ..............................................................4.02
   (b) ..............................................................4.02
   (c) ..............................................................4.02
313(a) ..............................................................4.04
   (b)(1) ...........................................................N.A.
   (b)(2) ...........................................................4.04
   (c) ..............................................................4.04; 13.04
   (d) ..............................................................4.04
314(a) ..............................................................3.05; 4.03; 13.04
   (b) ..............................................................N.A.
   (c)(1) ...........................................................13.06
   (c)(2) ...........................................................6.02; 13.06
   (c)(3) ...........................................................N.A.
   (d) ..............................................................N.A.
   (e) ..............................................................13.06
   (f) ..............................................................N.A.
315(a) ..............................................................6.01
   (b) ..............................................................3.05; 5.08; 13.06
   (c) ..............................................................6.01
   (d) ..............................................................6.01
   (e) ..............................................................5.09
316(a)(last sentence) ...............................................7.04
   (a)(1)(A) ........................................................5.07
   (a)(1)(B) ........................................................5.07
   (a)(2) ...........................................................N.A.
   (b) ..............................................................5.04
317(a)(1) ...........................................................5.02
   (a)(2) ...........................................................5.02
   (b) ..............................................................3.04
318(b) ..............................................................13.08

</Table>

----------------------
N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.


<Page>


                                TABLE OF CONTENTS


<Table>
<S>                                                                                                              <C>
ARTICLE I DEFINITIONS.............................................................................................1
         SECTION 1.01          Definitions........................................................................1
         SECTION 1.02          Business Day Certificate...........................................................9
         SECTION 1.03          Form of Documents Delivered to Trustee.............................................9

ARTICLE II SECURITIES............................................................................................10
         SECTION 2.01          Forms Generally...................................................................10
         SECTION 2.02          Execution and Authentication......................................................10
         SECTION 2.03          Form and Payment..................................................................11
         SECTION 2.04          Global Security...................................................................11
         SECTION 2.05          Interest..........................................................................12
         SECTION 2.06          Transfer and Exchange.............................................................13
         SECTION 2.07          Replacement Securities............................................................14
         SECTION 2.08          Temporary Securities..............................................................14
         SECTION 2.09          Cancellation......................................................................15
         SECTION 2.10          Defaulted Interest................................................................15
         SECTION 2.11          CUSIP Numbers.....................................................................16

ARTICLE III PARTICULAR COVENANTS OF THE COMPANY..................................................................16
         SECTION 3.01          Payment of Principal, Premium and Interest........................................16
         SECTION 3.02          Offices for Notices and Payments, etc.............................................17
         SECTION 3.03          Appointments to Fill Vacancies in Trustee's Office................................17
         SECTION 3.04          Provision as to Paying Agent......................................................17
         SECTION 3.05          Certificate to Trustee............................................................18
         SECTION 3.06          Compliance with Consolidation Provisions..........................................18
         SECTION 3.07          Limitation on Dividends...........................................................18
         SECTION 3.08          Covenants as to the Trust.........................................................19
         SECTION 3.09          Payment of Trust's Costs and Expenses.............................................19
         SECTION 3.10          Payment Upon Resignation or Removal...............................................20

ARTICLE IV SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.....................................20
         SECTION 4.01          Securityholders' Lists............................................................20
         SECTION 4.02          Preservation and Disclosure of Lists..............................................21
         SECTION 4.03          Reports by Company................................................................22
         SECTION 4.04          Reports by the Trustee............................................................23

ARTICLE V REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT........................................23
         SECTION 5.01          Events of Default.................................................................23
         SECTION 5.02          Payment of Securities on Default; Suit Therefor...................................25
         SECTION 5.03          Application of Moneys Collected by Trustee........................................27
         SECTION 5.04          Proceedings by Securityholders....................................................27
         SECTION 5.05          Proceedings by Trustee............................................................28


                                       i
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         SECTION 5.06          Remedies Cumulative and Continuing................................................29
         SECTION 5.07          Direction of Proceedings and Waiver of Defaults by Majority of
                               Securityholders...................................................................29
         SECTION 5.08          Notice of Defaults................................................................30
         SECTION 5.09          Undertaking to Pay Costs..........................................................30
         SECTION 5.10          Waiver of Stay or Extension Laws..................................................31

ARTICLE VI CONCERNING THE TRUSTEE................................................................................31
         SECTION 6.01          Duties and Responsibilities of Trustee............................................31
         SECTION 6.02          Reliance on Documents, Opinions, etc..............................................32
         SECTION 6.03          No Responsibility for Recitals, etc...............................................33
         SECTION 6.04          Trustee, Authenticating Agent, Paying Agents, Transfer Agents or
                               Registrar May Own Securities......................................................33
         SECTION 6.05          Moneys to be Held in Trust........................................................33
         SECTION 6.06          Compensation and Expenses of Trustee..............................................34
         SECTION 6.07          Officers' Certificate as Evidence.................................................34
         SECTION 6.08          Conflicting Interest of Trustee...................................................35
         SECTION 6.09          Eligibility of Trustee............................................................35
         SECTION 6.10          Resignation or Removal of Trustee.................................................35
         SECTION 6.11          Acceptance by Successor Trustee...................................................36
         SECTION 6.12          Succession by Merger, etc.........................................................37
         SECTION 6.13          Limitation on Rights of Trustee as a Creditor.....................................37
         SECTION 6.14          Authenticating Agents.............................................................37

ARTICLE VII CONCERNING THE SECURITYHOLDERS.......................................................................38
         SECTION 7.01          Action by Securityholders.........................................................38
         SECTION 7.02          Proof of Execution by Securityholders.............................................39
         SECTION 7.03          Who Are Deemed Absolute Owners....................................................39
         SECTION 7.04          Securities Owned by Company Deemed Not Outstanding................................40
         SECTION 7.05          Revocation of Consents; Future Holders Bound......................................40

ARTICLE VIII SECURITYHOLDERS' MEETINGS...........................................................................40
         SECTION 8.01          Purposes of Meetings..............................................................40
         SECTION 8.02          Call of Meetings by Trustee.......................................................41
         SECTION 8.03          Call of Meetings by Company or Securityholders....................................41
         SECTION 8.04          Qualifications for Voting.........................................................41
         SECTION 8.05          Regulations.......................................................................41
         SECTION 8.06          Voting............................................................................42

ARTICLE IX SUPPLEMENTAL INDENTURES...............................................................................42
         SECTION 9.01          Without Consent of Securityholders................................................42
         SECTION 9.02          With Consent of Securityholders...................................................44
         SECTION 9.03          Compliance with Trust Indenture Act; Effect of Supplemental Indentures............45
         SECTION 9.04          Notation on Securities............................................................45
         SECTION 9.05          Evidence of Compliance of Supplemental Indenture to be Furnished Trustee..........45


                                       ii
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ARTICLE X CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE......................................................45
         SECTION 10.01         Company May Consolidate, etc., on Certain Terms...................................45
         SECTION 10.02         Successor Corporation to be Substituted for Company...............................46
         SECTION 10.03         Opinion of Counsel to be Given Trustee............................................46

ARTICLE XI SATISFACTION AND DISCHARGE OF INDENTURE...............................................................47
         SECTION 11.01         Discharge of Indenture............................................................47
         SECTION 11.02         Deposited Moneys and U.S. Government Obligations to be Held in Trust by
                               Trustee...........................................................................47
         SECTION 11.03         Paying Agent to Repay Moneys Held.................................................48
         SECTION 11.04         Return of Unclaimed Moneys........................................................48
         SECTION 11.05         Defeasance Upon Deposit of Moneys or U.S. Government Obligations..................48

ARTICLE XII IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS......................................49
         SECTION 12.01         Indenture and Securities Solely Corporate Obligations.............................49

ARTICLE XIII MISCELLANEOUS PROVISIONS............................................................................50
         SECTION 13.01         Successors........................................................................50
         SECTION 13.02         Official Acts by Successor Corporation............................................50
         SECTION 13.03         Surrender of Company Powers.......................................................50
         SECTION 13.04         Addresses for Notices, etc........................................................50
         SECTION 13.05         GOVERNING LAW.....................................................................50
         SECTION 13.06         Evidence of Compliance with Conditions Precedent..................................50
         SECTION 13.07         Business Days.....................................................................51
         SECTION 13.08         Trust Indenture Act to Control....................................................51
         SECTION 13.09         Table of Contents, Headings, etc..................................................51
         SECTION 13.10         Execution in Counterparts.........................................................51
         SECTION 13.11         Separability......................................................................51
         SECTION 13.12         Assignment........................................................................52
         SECTION 13.13         Acknowledgment of Rights..........................................................52

ARTICLE XIV REDEMPTION OF SECURITIES.............................................................................52
         SECTION 14.01         Special Event Redemption..........................................................52
         SECTION 14.02         Optional Redemption by Company....................................................53
         SECTION 14.03         No Sinking Fund...................................................................53
         SECTION 14.04         Notice of Redemption; Selection of Securities.....................................53
         SECTION 14.05         Payment of Securities Called for Redemption.......................................54

ARTICLE XV SUBORDINATION OF SECURITIES...........................................................................55
         SECTION 15.01         Agreement to Subordinate..........................................................55
         SECTION 15.02         Default on Senior Indebtedness....................................................55
         SECTION 15.03         Liquidation; Dissolution; Bankruptcy..............................................55
         SECTION 15.04         Subrogation.......................................................................57
         SECTION 15.05         Trustee to Effectuate Subordination...............................................57
         SECTION 15.06         Notice by the Company.............................................................57
         SECTION 15.07         Rights of the Trustee; Holders of Senior Indebtedness.............................58


                                       iii
<Page>

         SECTION 15.08         Subordination May Not Be Impaired.................................................59
         SECTION 15.09         Article Applicable to Paying Agents...............................................59
         SECTION 15.10         Trust Moneys Not Subordinated.....................................................60

ARTICLE XVI EXTENSION OF INTEREST PAYMENT PERIOD.................................................................60
         SECTION 16.01         Extension of Interest Payment Period..............................................60
         SECTION 16.02         Notice of Extension...............................................................60
</Table>

Testimonium
Signatures
Acknowledgments


                                       iv
<Page>


         THIS FORM OF INDENTURE, dated as of ______________, ____ between
Illinois Power Company, an Illinois corporation (the "COMPANY"), and BNY
Midwest Trust Company, an Illinois trust company, as trustee (the "TRUSTEE").

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its ____% subordinated debentures due
______________, ____ (herein called the "SECURITIES") of substantially the tenor
hereinafter provided which evidence loans made to the Company of the proceeds
from the issuance by Illinois Power Financing II, a Delaware statutory business
trust (the "TRUST"), of preferred undivided beneficial interests in the Trust
and common undivided beneficial interests in the Trust, and to provide the terms
and conditions upon which the Securities are to be authenticated, issued and
delivered.

         All things necessary to make the Securities, when executed by the
Company and authenticated and delivered by the Trustee hereunder and duly issued
by the Company, the valid obligations of the Company, and to make this Indenture
a valid agreement of the Company, in accordance with their and its respective
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 covenanted and agreed, for the
equal and proportionate benefit of all holders of the Securities, as follows:

                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01  DEFINITIONS.

         The terms defined in this SECTION 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes
of this Indenture shall have the respective meanings specified in this SECTION
1.01. All other terms used in this Indenture which are defined in the Trust
Indenture Act of 1939, as amended (the "TRUST INDENTURE ACT"), or which are by
reference therein defined in the Securities Act, shall (except as herein
otherwise expressly provided or unless the context otherwise requires) have
the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally
executed. The following terms have the meanings given to them in the
Declaration: (i) Clearing Agency; (ii) Delaware Trustee; (iii) Property
Trustee; (iv) Administrative Trustees; (v) Direct Action; and (vi)
Distributions. All accounting terms used herein and not expressly defined
shall have the meanings assigned to such terms in accordance with generally
accepted accounting principles and the term "generally accepted accounting
principles" means such accounting principles as are generally accepted at the
time of any computation. The words "herein", "hereof" and "hereunder" and
other words of similar import refer to this Indenture as a whole and not to
any particular Article, Section or other subdivision. Headings are used for
convenience of reference only and do not affect interpretation. The singular
includes the plural and vice versa.

                                       1
<Page>

         "ADDITIONAL SUMS" shall have the meaning set forth in SECTION
2.05(c).

         "AFFILIATE" shall have the meaning given to that term in Rule 405
under the Securities Act or any successor rule thereunder.

         "AUTHENTICATING AGENT" shall mean any agent or agents of the Trustee
which at the time shall be appointed and acting pursuant to SECTION 6.14.

         "BOARD OF DIRECTORS" shall mean either the Board of Directors of the
Company or any duly authorized committee of that board.

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

         "BUSINESS DAY" shall mean, with respect to any series of Securities,
any day other than a Saturday or a Sunday or a day on which banking
institutions in Houston, Texas, New York, New York or Chicago, Illinois are
authorized or required by law or executive order to close.

         "COMMISSION" shall mean the Securities and Exchange Commission, as
from time to time constituted, created under the Exchange Act, or if at any
time after the execution of this Indenture 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 SECURITIES" shall mean the common securities of the Trust
representing undivided beneficial interests in the assets of the Trust which
rank PARI PASSU with Preferred Securities issued by the Trust; provided,
however, that if an Event of Default has occurred and is continuing, no
payments in respect of Distributions on, or payments upon liquidation,
redemption or otherwise with respect to, the Common Securities shall be made
until the holders of the Preferred Securities shall be paid in full the
Distributions and the liquidation, redemption and other payments to which
they are entitled.

         "COMMON SECURITIES GUARANTEE" shall mean any guarantee that the
Company may enter into with any Person or Persons that operates directly or
indirectly for the benefit of holders of Common Securities of the Trust.

         "COMMON STOCK" shall mean the Common Stock, no par value per share,
of the Company or any other class of stock resulting from changes or
reclassifications of such Common Stock consisting solely of changes in par
value, or from par value to no par value, or from no par value to par value.

         "COMPANY" shall mean the Person named as the "Company" in the first
paragraph of this Indenture, and, subject to the provisions of ARTICLE X,
shall include its successors and assigns.

         "COMPANY REQUEST" or "COMPANY ORDER" shall mean a written request or
order signed in the name of the Company by the Chairman of the Board, the
Chief Executive Officer, the


                                       2
<Page>

President, a Vice Chairman of the Board or a Vice President, and by its
Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary,
and delivered to the Trustee.

         "COMPARABLE TREASURY ISSUE" means the United States Treasury
security selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the Securities to be redeemed that would
be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Securities.

         "COMPARABLE TREASURY PRICE" means, with respect to any redemption
date, (i) the average of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) on the
third business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal
Reserve Bank of New York and designated "Composite 3:30 p.m. Quotations for
U.S. Government Securities" or (ii) if such release (or any successor
release) is not published or does not contain such prices on such business
day, the average of the Reference Treasury Dealer Quotations for such
redemption date.

         "COMPOUNDED INTEREST" shall have the meaning set forth in SECTION
16.01.

         "CUSTODIAN" shall mean any receiver, trustee, assignee, liquidator,
or similar official under any applicable bankruptcy, insolvency,
reorganization or other similar law.

         "DECLARATION" means the Declaration of Trust, dated as of
______________, ____, as amended from time to time.

         "DEFAULT" means any event, act or condition that with notice or
lapse of time, or both, would constitute an Event of Default.

         "DEFAULTED INTEREST" shall have the same meaning set forth in
SECTION 2.10.

         "DEFERRED INTEREST" shall have the meaning set forth in SECTION 16.01.

         "DEFINITIVE SECURITIES" shall mean those Securities issued in fully
registered certificated form not otherwise in global form.

         "DEPOSITARY" shall mean, with respect to Securities issuable in
whole or in part in the form of one or more Global Securities, The Depository
Trust Company, New York, New York, another clearing agency, or any successor
registered as a clearing agency under the Exchange Act or other applicable
statute or regulation, which, in each case, shall be designated by the
Company pursuant to SECTION 2.04(d).

         "DISSOLUTION EVENT" means the liquidation of the Trust pursuant to
the Declaration, and the distribution of the Securities held by the Property
Trustee to the holders of the Trust Securities issued by the Trust pro rata
in accordance with the Declaration.

         "EVENT OF DEFAULT" shall mean any event specified in SECTION 5.01,
continued for the period of time, if any, and after the giving of the notice,
if any, therein designated.


                                       3
<Page>

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         "EXTENDED INTEREST PAYMENT PERIOD" shall have the meaning set forth
in SECTION 16.01.

         "GLOBAL SECURITY" means, with respect to the Securities, a Security
executed by the Company and delivered by the Trustee to the Depositary or
pursuant to the Depositary's instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depositary or its
nominee.

         "INDEBTEDNESS" shall mean (i) every obligation of the Company for
money borrowed; (ii) every obligation of the Company evidenced by bonds,
debentures, notes or other similar instruments, including obligations
incurred in connection with the acquisition of property, assets or
businesses; (iii) every reimbursement obligation of the Company with respect
to letters of credit, bankers' acceptances or similar facilities issued for
the account of the Company; (iv) every obligation of the Company issued or
assumed as the deferred purchase price of property or services (but excluding
trade accounts payable or accrued liabilities arising in the ordinary course
of business); (v) every capital lease obligation of the Company; (vi) all
indebtedness of the Company whether incurred on or prior to the date of the
Indenture or thereafter incurred, for claims in respect of derivative
products, including interest rate, foreign exchange rate and commodity
forward contracts, options and swaps and similar arrangements; and (vii)
every obligation of the type referred to in clauses (i) through (vi) of
another Person and all dividends of another Person the payment of which, in
either case, the Company has guaranteed or is responsible or liable, directly
or indirectly, as obligor or otherwise.

         "INDEBTEDNESS RANKING ON A PARITY WITH THE SECURITIES" shall mean
(i) Indebtedness, whether outstanding on the date of execution of this
Indenture or hereafter created, assumed or incurred, to the extent such
Indebtedness specifically by its terms ranks equally with and not prior to
the Securities in the right of payment upon the happening of any dissolution
or winding up or liquidation or reorganization of the Company, and (ii) all
other debt securities, and guarantees in respect of those debt securities
(including Other Debentures and Other Guarantees), issued to any trust other
than the Trust, or a trustee of such trust, partnership or other entity
affiliated with the Company that is a financing vehicle of the Company (a
"financing entity") in connection with the issuance by such financing entity
of equity securities that are similar to the Preferred Securities or other
securities guaranteed by the Company. The securing of any Indebtedness,
otherwise constituting Indebtedness Ranking on a Parity with the Securities,
shall not be deemed to prevent such Indebtedness from constituting
Indebtedness Ranking on a Parity with the Securities.

         "INDEBTEDNESS RANKING JUNIOR TO THE SECURITIES" shall mean any
Indebtedness, whether outstanding on the date of execution of this Indenture
or hereafter created, assumed or incurred, to the extent such indebtedness
specifically by its terms ranks junior to and not equally with or prior to
the Securities (and any other Indebtedness Ranking on a Parity with the
Securities) in right of payment upon the happening of any dissolution or
winding up or liquidation or reorganization of the Company. The securing of
any Indebtedness, otherwise constituting Indebtedness Ranking Junior to the
Securities, shall not be deemed to prevent such Indebtedness from
constituting Indebtedness Ranking Junior to the Securities.


                                       4
<Page>

         "INDENTURE" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions
hereof, including, for all purposes of this Indenture and any such
supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental
indenture, respectively.

         "INTEREST PAYMENT DATE" shall have the meaning set forth in SECTION
2.05(a).

         "INVESTMENT COMPANY EVENT" means the receipt by the Trust and the
Company of an opinion of counsel experienced in such matters to the effect
that, as a result of the occurrence of a change in law or regulation or a
written change (including any announced prospective change) in interpretation
or application of law or regulation by any legislative body, court,
governmental agency or regulatory authority, which amendment or change is
effective or which pronouncement or decision is announced on or after
[ISSUE DATE OF PREFERRED SECURITIES], there is more than an insubstantial
risk that the Trust is or will be considered an "investment company" that is
required to be registered under the Investment Company Act of 1940, as
amended (the "INVESTMENT COMPANY ACT"), which change or prospective change
becomes effective or would become effective, as the case may be, on or after
the date of the original issuance of the Preferred Securities.

         "MATURITY DATE" shall mean __________, ____.

         "MORTGAGE" shall mean and include any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

         "NON BOOK-ENTRY PREFERRED SECURITIES" shall have the meaning set forth
in SECTION 2.04(a)(ii).

         "OFFICERS" shall mean any of the Chairman, a Vice Chairman, the Chief
Executive Officer, the President, a Vice President, the Comptroller, the
Secretary or an Assistant Secretary of the Company.

         "OFFICERS' CERTIFICATE" shall mean a certificate signed on behalf of
the Company, by the Chairman of the Board, Chief Executive Officer, a Vice
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. Any Officers' Certificate delivered with respect
to compliance with a condition or a covenant provided for in this Indenture
shall include the statements specified to be so included by SECTION 13.06 of
this Indenture.

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

         "OPTIONAL REDEMPTION PRICE" means the greater of (i) 100% of the
principal amount of the Securities to be redeemed plus accrued and unpaid
interest thereon (including Additional Sums, if any) to the date of redemption
and (ii) the sum of the present values of the remaining scheduled payments of
principal of the Securities to be redeemed and interest thereon (including
Additional Sums if any) discounted to the date of redemption, on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months), at
the Treasury Rate plus ___ basis points plus accrued and unpaid interest
thereon to the date of redemption.

                                       5
<Page>

         "OTHER DEBENTURES" means all junior subordinated debentures issued
by the Company from time to time and sold to trusts to be established by the
Company (if any), in each case similar to the Trust.

         "OTHER GUARANTEES" means all guarantees to be issued by the Company
with respect to preferred securities (if any) and issued to other trusts to
be established by the Company (if any), in each case similar to the Trust.

         The term "OUTSTANDING" when used with reference to Securities,
shall, subject to the provisions of SECTION 7.04, mean, as of any particular
time, all Securities authenticated and delivered by the Trustee or the
Authenticating Agent under this Indenture, except the following:

         (a) Securities theretofore canceled by the Trustee or the
Authenticating Agent or delivered to the Trustee for cancellation;

         (b) Securities, or portions thereof, for the payment or redemption
of which moneys in the necessary amount shall have been deposited in trust
with the Trustee or with any paying agent (other than the Company) or shall
have been set aside and segregated in trust by the Company (if the Company
shall act as its own paying agent); provided that, if such Securities, or
portions thereof, are to be redeemed prior to maturity thereof, notice of
such redemption shall have been given as in ARTICLE XIV provided or provision
satisfactory to the Trustee shall have been made for giving such notice; and

         (c) Securities which have been paid or in lieu of or in substitution
for which other Securities shall have been authenticated and delivered
pursuant to the terms of SECTION 2.07 unless proof satisfactory to the
Company and the Trustee is presented that any such Securities are held by
bona fide holders in due course.

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

         "PREDECESSOR SECURITY" of any particular Security means every
previous Security evidencing all or a portion of the same debt and as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under SECTION 2.07 in
lieu of a lost, destroyed or stolen Security shall be deemed to evidence the
same debt as the lost, destroyed or stolen Security.

         "PREFERRED SECURITIES" shall mean the subordinated capital income
securities representing undivided beneficial interests in the assets of the
Trust which rank PARI PASSU with the Common Securities issued by the Trust;
provided, however, that if an Event of Default has occurred and is
continuing, no payments in respect of Distributions on, or payments upon
liquidation, redemption or otherwise with respect to, the Common Securities
shall be made until the holders of the Preferred Securities shall be paid in
full the Distributions and the liquidation, redemption and other payments to
which they are entitled.


                                       6
<Page>


         "PREFERRED SECURITIES GUARANTEE" shall mean any guarantee that the
Company may enter into with BNY Midwest Trust Company, or other Persons that
operates directly or indirectly for the benefit of holders of Preferred
Securities of the Trust.

         "PRINCIPAL OFFICE OF THE TRUSTEE," or other similar term, shall mean
the office of the Trustee, 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.

         "PROPERTY TRUSTEE" shall have the same meaning as set forth in the
Declaration.

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

         "REFERENCE TREASURY DEALER" means ________________ and its successors;
provided however, that if ___________________ shall cease to be a primary U.S.
Government securities dealer in New York City (a "PRIMARY TREASURY DEALER"), the
Company shall substitute therefor another Primary Treasury Dealer.

         "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealer at 5:00 p.m., New
York City time, on the third business day preceding such redemption date.

         "RESPONSIBLE OFFICER" shall mean any officer of the Trustee with
direct responsibility for the administration of the Indenture and also means,
with respect to a particular corporate trust matter, any other officer to
whom such matter is referred because of his knowledge of and familiarity with
the particular subject.

         "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

         "SECURITYHOLDER", "HOLDER OF SECURITIES", or other similar terms,
shall mean any Person in whose name at the time a particular Security is
registered on the register kept by the Company or the Trustee for that
purpose in accordance with the terms hereof.

         "SECURITY REGISTER" shall mean (i) prior to a Dissolution Event, the
list of Securityholders provided to the Trustee pursuant to SECTION 4.01, and
(ii) following a Dissolution Event, any security register maintained by a
security registrar for the Securities appointed by the Company following the
execution of a supplemental indenture providing for transfer procedures as
provided for in SECTION 2.06(a).

         "SENIOR INDEBTEDNESS" shall mean all Indebtedness, whether
outstanding on the date of execution of this Indenture or hereafter created,
assumed or incurred, except Indebtedness Ranking on a Parity with the
Securities or Indebtedness Ranking Junior to the Securities, and any
deferrals, renewals or extensions of such Senior Indebtedness.

         "SPECIAL EVENT" means either an Investment Company Event or a Tax
Event.

                                       7
<Page>


         "SPECIAL EVENT REDEMPTION PRICE" shall mean, with respect to any
redemption of the Securities following a Special Event, an amount in cash
equal to 100% of the principal amount of the Securities to be redeemed plus
accrued and unpaid interest thereon (including Additional Sums, if any) to
the date of redemption.

         "SUBSIDIARY" shall mean with respect to any Person, (i) any
corporation at least a majority of the outstanding voting stock 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, (ii) any
general partnership, joint venture or similar entity, at least a majority of
whose outstanding partnership or similar interests shall at the time be owned
by such Person, or by one or more of its Subsidiaries, or by such Person and
one or more of its Subsidiaries and (iii) any limited partnership of which
such Person or any of its Subsidiaries is a general partner. For the purposes
of this definition, "VOTING STOCK" means shares, interests, participations or
other equivalents in the equity interest (however designated) in such Person
having ordinary voting power for the election of a majority of the directors
(or the equivalent) of such Person, other than shares, interests,
participations or other equivalents having such power only by reason of the
occurrence of a contingency.

         "TAX EVENT" shall mean the receipt by the Trust and the Company of
an opinion of counsel experienced in such matters to the effect that, as a
result of any amendment to, or change (including any announced prospective
change) in, the laws or any regulations thereunder of the United States or
any political subdivision or taxing authority thereof or therein or as a
result of any official administrative pronouncement or judicial decision
interpreting or applying such laws or regulations, which amendment or change
is effective or which pronouncement or decision is announced on or after
[INSERT ISSUE DATE], there is more than an insubstantial risk that (i) the
Trust is, or will be within 90 days of the date of such opinion, subject to
United States Federal income tax with respect to income received or accrued
on the Securities, (ii) interest payable by the Company on the Securities is
not, or within 90 days of the date of such opinion, will not be, deductible
by the Company, in whole or in part, for United States Federal income tax
purposes, or (iii) the Trust is, or will be within 90 days of the date of
such opinion, subject to more than a de minimis amount of other taxes, duties
or other governmental charges.

         "TREASURY RATE" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.

         "TRUST" shall mean Illinois Power Financing II, a Delaware business
trust created for the purpose of issuing its undivided beneficial interests
in connection with the issuance of Securities under this Indenture.

         "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939 as
in force at the date of execution of this Indenture; provided, however, that,
in the event the Trust Indenture Act of 1939 is amended after such date,
"Trust Indenture Act" shall mean, to the extent required by any such
amendment, the Trust Indenture Act of 1939 as so amended.


                                       8
<Page>

         "TRUSTEE" shall mean the Person identified as "Trustee" in the first
paragraph hereof, and, subject to the provisions of ARTICLE VI hereof, shall
also include its successors and assigns as Trustee hereunder. The term
"Trustee" as used with respect to a particular series of the Securities shall
mean the trustee with respect to that series.

         "TRUST SECURITIES" shall mean the Preferred Securities and the
Common Securities, collectively.

         "U.S. GOVERNMENT OBLIGATIONS" shall mean securities that are (i)
direct obligations of the United States of America for the payment of which
its full faith and credit is pledged or (ii) obligations of a Person
controlled or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United States of America, which,
in either case under clauses (i) or (ii) are not callable or redeemable at
the option of the issuer thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with respect to any such U.S.
Government Obligation or a specific payment of interest on or principal of
any such U.S. Government Obligation held by such custodian for the account of
the holder of a 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 interest on or principal of the U.S. Government Obligation
evidenced by such depository receipt.

SECTION 1.02  BUSINESS DAY CERTIFICATE.

         On the date of execution and delivery of this Indenture (with
respect to the remainder of calendar year 200__) and thereafter, within 15
days prior to the end of each calendar year while this Indenture remains in
effect (with respect to the succeeding calendar years), the Company shall
deliver to the Trustee an Officers' Certificate specifying the days on which
banking institutions or trust companies in Wilmington, Delaware or
Chicago, Illinois are authorized or obligated by law or executive order to
be closed.

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


                                       9
<Page>

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.

                                   ARTICLE II
                                   SECURITIES

SECTION 2.01  FORMS GENERALLY.

         The Securities and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A, the terms of which are incorporated in
and made a part of this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule, agreements to which the
Company is subject or usage. Each Security shall be dated the date of its
authentication. The Securities shall be issued in denominations of $1,000 and
integral multiples thereof.

         The Securities shall be redeemable as provided in ARTICLE XIV.

         The Securities shall be subordinated in right of payment to Senior
Indebtedness as provided in ARTICLE XV.

SECTION 2.02  EXECUTION AND AUTHENTICATION.

         The Securities shall be executed on behalf of the Company by its
Chairman of the Board, a Vice Chairman of the Board, its Chief Executive
Officer, its President or one of its Vice Presidents and attested by a
Treasurer, Assistant Treasurer, Secretary or an Assistant Secretary. The
signature of any such person on the Securities may be manual or facsimile. If
an Officer whose signature is on a Security no longer holds that office at
the time the Security is authenticated, the Security shall nevertheless be
valid.

         A Security shall not be valid until authenticated by the manual or
facsimile signature of the Trustee. The signature of the Trustee shall be
conclusive evidence that the Security has been authenticated under this
Indenture. The form of Trustee's certificate of authentication to be borne by
the Securities shall be substantially as set forth in Exhibit A hereto.

         The Trustee shall, upon a Company Order, authenticate for original
issue up to, and the aggregate principal amount of Securities outstanding at
any time may not exceed $__________ aggregate principal amount of the
Securities, except as provided in SECTIONS 2.07, 2.08 and 14.05.

         Each Security shall be dated the date of its authentication.



                                       10
<Page>


SECTION 2.03  FORM AND PAYMENT.

         Except as provided in SECTION 2.04, the Securities shall be issued
in fully registered certificated form without interest coupons. Principal of,
premium, if any, and interest on the Securities issued in certificated form
will be payable, the transfer of such Securities will be registrable and such
Securities will be exchangeable for Securities bearing identical terms and
provisions at the office or agency of the Company maintained for such purpose
under SECTION 3.02; provided, however, that payment of interest with respect
to Securities (other than a Global Security) may be made at the option of the
Company (i) by check mailed to the holder at such address as shall appear in
the Security Register or (ii) by transfer to an account maintained by the
Person entitled thereto; provided that proper transfer instructions have been
received in writing by the relevant record date. Notwithstanding the
foregoing, so long as the holder of any Securities is the Property Trustee,
the payment of the principal of, premium, if any, and interest (including
Compounded Interest and Additional Sums, if any), on such Securities held by
the Property Trustee will be made at such place and to such account as may be
designated by the Property Trustee.

SECTION 2.04  GLOBAL SECURITY.

         (a)  In connection with a Dissolution Event,

                  (i) if any Preferred Securities are held in book-entry
form, the related Definitive Securities shall be presented to the Trustee (if
an arrangement with the Depositary has been maintained) by the Property
Trustee in exchange for one or more Global Securities (as may be required
pursuant to SECTION 2.06) in an aggregate principal amount equal to the
aggregate principal amount of all outstanding Securities, to be registered in
the name of the Depositary, or its nominee, and delivered by the Trustee to
the Depositary for crediting to the accounts of its participants pursuant to
the instructions of the Administrative Trustees; the Company upon any such
presentation shall execute one or more Global Securities in such aggregate
principal amount and deliver the same to the Trustee for authentication and
delivery in accordance with this Indenture; and payments on the Securities
issued as a Global Security will be made to the Depositary; and

                  (ii) if any Preferred Securities are held in certificated
form, the related Definitive Securities may be presented to the Trustee by
the Property Trustee and any Preferred Security certificate which represents
Preferred Securities other than Preferred Securities in book-entry form ("NON
BOOK-ENTRY PREFERRED SECURITIES") will be deemed to represent beneficial
interests in Securities presented to the Trustee by the Property Trustee
having an aggregate principal amount equal to the aggregate liquidation
amount of the Non Book-Entry Preferred Securities until such Preferred
Security certificates are presented to the Security Registrar for transfer or
reissuance, at which time such Preferred Security certificates will be
canceled and a Security, registered in the name of the holder of the
Preferred Security certificate or the transferee of the holder of such
Preferred Security certificate, as the case may be, with an aggregate
principal amount equal to the aggregate liquidation amount of the Preferred
Security certificate canceled, will be executed by the Company and delivered
to the Trustee for authentication and delivery in accordance with this
Indenture. Upon the issuance of such


                                       11
<Page>

Securities, Securities with an equivalent aggregate principal amount that
were presented by the Property Trustee to the Trustee will be canceled.

         (b) The Global Securities shall represent the aggregate amount of
outstanding Securities from time to time endorsed thereon; provided, that the
aggregate amount of outstanding Securities represented thereby may from
time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Security to reflect the amount
of any increase or decrease in the amount of outstanding Securities
represented thereby shall be made by the Trustee, in accordance with
instructions given by the Company as required by this SECTION 2.04.

         (c) The Global Securities may be transferred, in whole but not in
part, only to the Depositary, another nominee of the Depositary, or to a
successor Depositary selected or approved by the Company or to a nominee of
such successor Depositary.

         (d) If at any time the Depositary notifies the Company that it is
unwilling or unable to continue as Depositary or the Depositary has ceased to
be a clearing agency registered under the Exchange Act or any applicable
statute or regulation, and a successor Depositary is not appointed by the
Company within 90 days after the Company receives such notice or becomes
aware of such condition, as the case may be, the Company will execute, and
the Trustee, upon receipt of a Company Order, will authenticate and make
available for delivery the Definitive Securities, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security in exchange for such Global Security. If there
is an Event of Default, the Depositary shall have the right to exchange the
Global Securities for Definitive Securities. In addition, the Company may at
any time determine that the Securities shall no longer be represented by a
Global Security. In the event of such an Event of Default or such a
determination, the Company shall execute, and subject to SECTION 2.06, the
Trustee, upon receipt of an Officers' Certificate evidencing such
determination by the Company and a Company Order, will authenticate and make
available for delivery the Definitive Securities, in authorized
denominations, and in an aggregate principal amount equal to the principal
amount of the Global Security in exchange for such Global Security. Upon the
exchange of the Global Security for such Definitive Securities, in authorized
denominations, the Global Security shall be canceled by the Trustee. Such
Definitive Securities issued in exchange for the Global Security shall be
registered in such names and in such authorized denominations as the
Depositary, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such
Definitive Securities to the Depositary for delivery to the Persons in whose
names such Definitive Securities are so registered.

SECTION 2.05  INTEREST.

         (a) Each Security will bear interest at the rate of ____% per annum
(the "COUPON RATE") from the most recent date to which interest has been paid
or duly provided for or, if no interest has been paid or duly provided for,
from _______________,____, until the principal thereof becomes due and
payable, and at the Coupon Rate on any overdue principal (and premium, if
any) and (to the extent that payment of such interest is enforceable under
applicable law) on any overdue installment of interest, compounded semi-
annually, payable (subject to the provisions of ARTICLE XVI) semi-annually in
arrears on _________ and _______ of each year (each, an


                                       12
<Page>

"INTEREST PAYMENT DATE") commencing on ___________, ___, to the Person in
whose name such Security or any predecessor Security is registered, at the
close of business on the regular record date for such interest installment,
which shall be the fifteenth day of the month immediately preceding the month
in which the relevant Interest Payment Date falls.

         (b) Interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months and, for any period of less than a full
calendar month, the number of days lapsed in such month. In the event that
any Interest Payment Date falls on a day that is not a Business Day, then
payment of interest payable on such date will be made on the next succeeding
day which is a Business Day (and without any interest or other payment in
respect of any such delay), except that if such next succeeding Business Day
falls in the next succeeding calendar year, then such payment shall be made
on the immediately preceding Business Day, in each case with the same force
and effect as if made on the date such payment is otherwise required.

         (c) During such time as the Property Trustee is the holder of any
Securities, the Company shall pay any additional amounts on the Securities as
may be necessary in order that the amount of Distributions then due and
payable by the Trust on the outstanding Trust Securities shall not be reduced
as a result of any additional taxes, duties and other governmental charges to
which the Trust has become subject as a result of a Tax Event ("ADDITIONAL
SUMS").

         (d) Interest on any Security which is payable, and which is
punctually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person is whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the record date for
such interest installment.

SECTION 2.06  TRANSFER AND EXCHANGE.

         To permit registrations of transfers and exchanges, the Company shall
execute and the Trustee shall authenticate Definitive Securities and Global
Securities in any authorized denomination and of a like aggregate principal
amount at the Security Registrar's request. All Definitive Securities and
Global Securities issued upon any registration of transfer or exchange of
Definitive Securities or Global Securities shall be the valid obligations of
the Company, evidencing the same debt, and entitled to the same benefits under
this Indenture, as the Definitive Securities or Global Securities surrendered
upon such registration of transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Company or the Trustee) be duly
endorsed or be accompanied by a written


                                       13
<Page>


instrument of transfer in a form that is satisfactory to the Company and the
Security Registrar duly executed by the holder thereof or his attorney duly
authorized in writing.

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

         The Company shall not be required to (i) issue, register the transfer
of or exchange Securities during a period beginning at the opening of business
15 days before the day of mailing of a notice of redemption of Securities for
redemption under ARTICLE XIV hereof and ending at the close of business on the
day of such mailing; or (ii) register the transfer of or exchange any Security
so selected for redemption in whole or in part, except the unredeemed portion
of any Security being redeemed in part.

         The transfer and exchange of beneficial interests in a Global
Security, which does not involve the issuance of a Definitive Security or the
transfer of an interest to another Global Security, shall be effected through
the Depositary (but not the Trustee) in accordance with the Indenture
(including the restrictions on transfers set forth herein) and the procedures
of the Depositary therefore. The Trustee will not have any responsibility for
the transfer and exchange of beneficial interests in such Global Security
that does not involve the issuance of a Definitive Security or the transfer
of interests to another Global Security.

         Prior to due presentment for the registration of a transfer of any
Security, the Trustee, the Company and any agent of the Trustee or the
Company may deem and treat the Person in whose name any Security is
registered as the absolute owner of such Security for the purpose of
receiving payment of principal of and premium, if any, and interest on such
Securities, neither the Trustee, nor the Company nor any agent of the Trustee
or the Company shall be affected by notice to the contrary.

SECTION 2.07  REPLACEMENT SECURITIES.

         If any mutilated Security is surrendered to the Trustee, or the
Company and the Trustee receive evidence to their satisfaction of the
destruction, loss or theft of any Security, the Company shall issue and the
Trustee shall authenticate a replacement Security if the Trustee's
requirements for replacements of Securities are met. An indemnity bond must
be supplied by the holder that is sufficient in the judgment of the Trustee
and the Company to protect the Company, the Trustee, any agent thereof or any
authenticating agent from any loss that any of them may suffer if a Security
is replaced. The Company or the Trustee may charge for its expenses in
replacing a Security.

         Every replacement Security is an obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and
proportionately with all other Securities duly issued hereunder.

SECTION 2.08  TEMPORARY SECURITIES.

         Pending the preparation of Definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and make
available for delivery, temporary


                                       14
<Page>

Securities that are printed, lithographed, typewritten, mimeographed or
otherwise reproduced, in any authorized denomination, substantially of the
tenor of the Definitive Securities in lieu of which they are issued and with
such appropriate insertions, omissions, substitutions and other variations as
the officers executing such Securities may determine, as conclusively
evidenced by their execution of such Securities.

         If temporary Securities are issued, the Company shall cause
Definitive Securities to be prepared without unreasonable delay. The
Definitive Securities shall be printed, lithographed or engraved, or provided
by any combination thereof, or in any other manner permitted by the rules and
regulations of any applicable securities exchange, all as determined by the
officers executing such Definitive Securities. After the preparation of
Definitive Securities, the temporary Securities shall be exchangeable for
Definitive Securities upon surrender of the temporary Securities at the
office or agency maintained by the Company for such purpose pursuant to
SECTION 3.02 hereof, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Securities, the Company shall
execute, and the Trustee shall authenticate and make available for delivery,
in exchange therefor the same aggregate principal amount of Definitive
Securities of authorized denominations. Until so exchanged, the temporary
Securities shall in all respects be entitled to the same benefits under this
Indenture as Definitive Securities.

SECTION 2.09   CANCELLATION.

         The Company at any time may deliver Securities to the Trustee for
cancellation. The Trustee and no one else shall cancel all Securities
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and shall retain or destroy canceled Securities in accordance
with its normal practices (subject to the record retention requirement of the
Exchange Act) unless the Company directs them to be returned to it. The
Company may not issue new Securities to replace Securities that have been
redeemed or paid or that have been delivered to the Trustee for cancellation.

         All Securities surrendered for payment, redemption, transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee, and any such Securities and Securities surrendered
directly to the Trustee for any such purpose shall be promptly canceled by
it. Notwithstanding any other provision of this Indenture, 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 all Securities so delivered shall be promptly
canceled by the Trustee. No Securities shall be authenticated in lieu of or
in exchange for any Securities canceled as provided in this SECTION 2.9,
except as expressly permitted by this Indenture.

SECTION 2.10   DEFAULTED INTEREST.

         Any interest on any Security that 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 shall be paid by the Company, at its election, as
provided in clause (a) or clause (b) below:


                                       15
<Page>

         (a) The Company may make payment of any Defaulted Interest on
Securities to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed
in the following manner: the Company shall notify the Trustee in writing of
the amount of Defaulted Interest proposed to be paid on each such Security
and the date of the proposed payment, and at the same time the Company shall
deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date
of the proposed payment, such money when deposited to be held in trust for
the benefit of the Persons entitled to such Defaulted Interest as in this
clause provided. Thereupon the Trustee shall fix a special record date for
the payment of such Defaulted Interest which shall not be more than 15 nor
less than 10 days prior to the date of the proposed payment and not less than
10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such special record
date and, in the name and at the expense of the Company, shall cause notice
of the proposed payment of such Defaulted Interest and the special record
date therefor to be mailed, first class postage prepaid, to each
Securityholder at his or her address as it appears in the Security Register,
not less than 10 days prior to such special record date. Notice of the
proposed payment of such Defaulted Interest and the special record date
therefor having been mailed as aforesaid, such Defaulted Interest shall be
paid to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered on such special record date and shall
be no longer payable pursuant to the following clause (b).

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

SECTION 2.11   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 III
                       PARTICULAR COVENANTS OF THE COMPANY

SECTION 3.01   PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

         The Company covenants and agrees for the benefit of the holders of the
Securities that it will duly and punctually pay or cause to be paid the
principal of, premium, if any, and interest on


                                       16
<Page>


the Securities at the place, at the respective times and in the manner
provided herein. The Company further covenants to pay any and all amounts,
including, without limitation, Additional Sums, as may be required pursuant
to SECTION 2.05(c) and Compounded Interest, as may be required pursuant to
SECTION 16.01.

SECTION 3.02   OFFICES FOR NOTICES AND PAYMENTS, ETC.

         So long as any of the Securities remain outstanding, the Company
will maintain in the Borough of Manhattan, The City of New York, an office or
agency where the Securities may be presented for payment, an office or agency
where the Securities may be presented for registration of transfer and for
exchange as in this Indenture provided and an office or agency where notices
and demands to or upon the Company in respect of the Securities or of this
Indenture may be served. The Company will give to the Trustee written notice
of the location of any such office or agency and of any change of location
thereof. Until otherwise designated from time to time by the Company in a
notice to the Trustee, any such office or agency for all of the above
purposes shall be the Principal Office of the Trustee. In case the Company
shall fail to maintain any such office or agency in the Borough of Manhattan,
The City of New York, or shall fail to give such notice of the location or of
any change in the location thereof, presentations and demands may be made and
notices may be served at the Principal Office of the Trustee.

         In addition to any such office or agency, the Company may from time
to time designate one or more offices or agencies outside the Borough of
Manhattan, The City of New York, where the Securities may be presented for
payment, registration of transfer and for exchange in the manner provided in
this Indenture, and the Company may from time to time rescind such
designation, as the Company may deem desirable or expedient; provided,
however, that no such designation or rescission shall in any manner relieve
the Company of its obligation to maintain any such office or agency in the
Borough of Manhattan, The City of New York, for the purposes above mentioned.
The Company will give to the Trustee prompt written notice of any such
designation or rescission thereof.

SECTION 3.03   APPOINTMENTS TO FILL VACANCIES IN TRUSTEE'S OFFICE.

         The Company, whenever necessary to avoid or fill a vacancy in the
office of 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 3.04   PROVISION AS TO PAYING AGENT.

         (a) If the Company shall appoint a paying agent other than the
Trustee with respect to the Securities, it will cause such paying agent to
execute and deliver to the Trustee an instrument in which such agent shall
agree with the Trustee, subject to the provision of this SECTION 3.04,

                  (i) that it will hold all sums held by it as such agent for
the payment of the principal of and premium, if any, or interest on the
Securities (whether such sums have been paid to it by the Company or by any
other obligor on the Securities) in trust for the benefit of the holders of
the Securities and comply with all provisions of the Trust Indenture Act
applicable to it as paying agent; and


                                       17
<Page>

                  (ii) that it will give the Trustee notice of any failure by
the Company (or by any other obligor on the Securities) to make any payment
of the principal of and premium or interest (including Additional Sums and
Compounded Interest, if any) on the Securities when the same shall be due and
payable.

         (b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of and premium, if any, or interest on
the Securities, set aside, segregate and hold in trust for the benefit of the
holders of the Securities a sum sufficient to pay such principal, premium or
interest so becoming due and will notify the Trustee of any failure to take
such action and of any failure by the Company (or by any other obligor under
the Securities) to make any payment of the principal of and premium, if any,
or interest on the Securities when the same shall become due and payable.

         (c) Anything in this SECTION 3.04 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to the Securities hereunder, or for any other reason,
pay or cause to be paid to the Trustee all sums held in trust for such
Securities by the Trustee or any paying agent hereunder, as required by this
SECTION 3.04, such sums to be held by the Trustee upon the trusts herein
contained.

         (d) Anything in this SECTION 3.04 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this SECTION 3.04 is
subject to SECTIONS 11.03 and 11.04.

SECTION 3.05   CERTIFICATE TO TRUSTEE.

         The Company will deliver to the Trustee on or before 120 days after
the end of each fiscal year in each year, commencing with the first fiscal year
ending after the date hereof, so long as Securities are outstanding hereunder,
an Officers' Certificate, one of the signers of which shall be the principal
executive, principal financial or principal accounting officer of the Company,
stating that in the course of the performance by the signers of their duties as
officers of the Company they would normally have knowledge of any default by
the Company in the performance of any covenants contained herein (without
regard to grace periods or notice requirements), stating whether or not they
have knowledge of any such default and, if so, specifying each such default of
which the signers have knowledge and the nature thereof.

SECTION 3.06   COMPLIANCE WITH CONSOLIDATION PROVISIONS.

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

SECTION 3.07   LIMITATION ON DIVIDENDS.

         The Company will not, and will not permit any subsidiary of the
Company to, (i) declare or pay any dividends or distributions on, or redeem,
purchase, acquire, or make a liquidation payment with respect to, any of the
Company's capital stock (which includes common and preferred stock) (other
than (a) dividends or distributions in shares of, or options, warrants or
rights to subscribe for or purchase shares of, Common Stock, (b) any
declaration of a dividend in connection with the implementation of a
shareholder's rights plan, or the issuance of stock under


                                       18
<Page>

any such plan in the future, or the redemption or repurchase of any such
rights pursuant thereto, (c) as a result of a reclassification of the
Company's capital stock or the exchange or the conversion of one class or
series of the Company's capital stock for another class or series of the
Company's capital stock, (d) the purchase of fractional interests in shares
of the Company's capital stock pursuant to the conversion or exchange
provisions of such capital stock or the security being converted or
exchanged, and (e) purchases of Common Stock related to the issuance of
Common Stock or rights under any of the Company's benefit plans for its
directors, officers, employees or consultants or any of the Company's
dividend reinvestment plans), (ii) make any payment of principal, premium, if
any, or interest on or repay or repurchase or redeem any debt securities of
the Company (including Other Debentures) that rank PARI PASSU with or junior
in right of payment to the Securities or (iii) make any guarantee payments
with respect to any guarantee by the Company (other than payments under the
Preferred Securities Guarantee) of the debt securities of any Subsidiary of
the Company (including Other Guarantees) if such guarantee ranks PARI PASSU
or junior in right of payment to the Securities if at such time (1) there
shall have occurred any event of which the Company has actual knowledge that
(a) with the giving of notice or the lapse of time, or both, would constitute
an Event of Default and (b) in respect of which the Company shall not have
taken reasonable steps to cure, (2) an Event of Default hereunder shall have
occurred and be continuing, (3) if such Securities are held by the Property
Trustee, the Company shall be in default with respect to its payment
obligations under the Preferred Securities Guarantee or (4) the Company shall
have given notice of its election of the exercise of its right to extend the
interest payment period pursuant to SECTION 16.01 and any such extension
shall be continuing.

SECTION 3.08   COVENANTS AS TO THE TRUST

         In the event Securities are issued to the Trust or a trustee of such
trust in connection with the issuance of Preferred Securities by the Trust, for
so long as such Preferred Securities remain outstanding, the Company (i) will
maintain 100% direct or indirect ownership of the Common Securities of the
Trust; provided, however, that any successor of the Company, permitted
pursuant to ARTICLE X, may succeed to the Company's ownership of such Common
Securities, (ii) will use its reasonable efforts to cause the Trust (a) to
remain a statutory business trust, except in connection with a distribution
of Securities to the holders of Trust Securities in liquidation of the Trust,
the redemption of all of the Trust Securities or certain mergers,
consolidations or amalgamations, each as permitted by the Declaration, and
(b) to otherwise continue to be treated as a grantor trust and not an
association taxable as a corporation for United States federal income tax
purposes and (iii) use its reasonable efforts to cause each holder of Trust
Securities to be treated as owning an undivided beneficial interest in the
Securities.

SECTION 3.09   PAYMENT OF TRUST'S COSTS AND EXPENSES.

         In connection with the offering, sale and issuance of the Securities
to the Trust and in connection with the sale of the Trust Securities by the
Trust, the Company, in its capacity as borrower with respect to the
Securities, shall:

         (a) pay all costs and expenses relating to the offering, sale and
issuance of the Securities and compensation of the Trustee in accordance with
the provisions of SECTION 6.06;


                                       19
<Page>

         (b) pay all costs and expenses of the Trust (including, but not
limited to, costs and expenses relating to the organization of the Trust, the
offering, sale and issuance of the Trust Securities (including commissions to
the initial purchaser in connection therewith), the fees and expenses of the
Property Trustee and the Delaware Trustee, the costs and expenses relating to
the operation of the Trust, including without limitation, costs and expenses
of accountants, attorneys, statistical or bookkeeping services, expenses for
printing and engraving and computing or accounting equipment, paying
agent(s), registrar(s), transfer agent(s), duplicating, travel and telephone
and other telecommunications expenses and costs and expenses incurred in
connection with the acquisition, financing, and disposition of assets of the
Trust;

         (c) be primarily and fully liable for any indemnification obligations
arising with respect to the Declaration;

         (d) pay any and all taxes, duties, assessments or governmental
charges of whatever nature (other than United States withholding taxes
attributable to the Trust or its assets) imposed on the Trust by the United
States, or any other taxing authority, and all liabilities, costs and
expenses with respect to such taxes of the Trust; and

         (e) pay all other fees, expenses, debts and obligations (other than
in respect of principal, interest and premium, if any, on the Trust
Securities) related to the Trust.

         The foregoing obligations of the Company are for the benefit of, and
shall be enforceable by, any person to whom any such debt, obligations,
costs, expenses and taxes are owed (each, a "CREDITOR") whether or not such
Creditor has received notice thereof. Any such Creditor may enforce such
obligations of the Company directly against the Company, and the Company
irrevocably waives any right or remedy to require that any such Creditor take
any action against the Trust or any person before proceeding against the
Company. The Company shall execute such additional agreements as may be
necessary or desirable to give full effect to the foregoing.

SECTION 3.10   PAYMENT UPON RESIGNATION OR REMOVAL.

         Upon termination of this Indenture or the removal or resignation of
the Trustee, unless otherwise stated, the Company shall pay to the Trustee
all amounts accrued and owing to the date of such termination, removal or
resignation. Upon termination of the Declaration or the removal or
resignation of the Delaware Trustee or the Property Trustee, as the case may
be, pursuant to SECTION 5.7 of the Declaration, the Company shall pay to the
Delaware Trustee or the Property Trustee, as the case may be, all amounts
accrued and owing to the date of such termination, removal or resignation.

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

SECTION 4.01   SECURITYHOLDERS' LISTS.

         The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:


                                       20
<Page>

         (a) on a semi-annual basis on each regular record date for the
Securities, a list, in such form as the Trustee may reasonably require, of
the names and addresses of the Securityholders as of such 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, except that, no such lists need be furnished so
long as the Trustee is in possession thereof by reason of its acting as
Security registrar.

SECTION 4.02 Preservation and disclosure of lists.

         (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, all information as to the names and addresses of the
holders of the securities (1) contained in the most recent list furnished to
it as provided in Section 4.01 or (2) received by it in the capacity of
securities registrar (if so acting) hereunder. The Trustee may destroy any
list furnished to it as provided in Section 4.01 upon receipt of a new list
so furnished.

         (b) The rights of holders of securities to communicate with other
holders of securities under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be so provided for
in the Trust Indenture Act.


                                      21
<Page>


         (c) Each and every holder of securities, by receiving and holding
the same, agrees with the company and the trustee that neither the company
nor the trustee nor any paying agent shall be held accountable by reason of
the disclosure of any such information as to the names and addresses of the
holders of securities in accordance with the provisions of subsection (b) of
this Section 4.02, regardless of the source from which such information was
derived, and that the trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under said subsection (b).

SECTION 4.03  REPORTS BY COMPANY.

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

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

         (c) The Company covenants and agrees to transmit by mail to all
holders of Securities, as the names and addresses of such holders appear upon
the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to
be filed by the Company pursuant to subsections (a) and (b) of this SECTION
4.03 as may be required by rules and regulations prescribed from time to time
by the Commission.


                                      22
<Page>

         (d) 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).

SECTION 4.04  REPORTS BY THE TRUSTEE.

         (a) The Trustee shall transmit to Securityholders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act,
the Trustee shall, within sixty days after each December 31 in each year
following the date hereof, deliver to Securityholders a brief report, dated as
of such December 31, which complies with the provisions of such Section 313(a).

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

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

SECTION 5.01  EVENTS OF DEFAULT.

         "EVENT OF DEFAULT", wherever used herein with respect to Securities,
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 of any court or
any order, rule or regulation of any administrative or governmental body):

         (a) default in the payment of any interest (including Compounded
Interest or Additional Sums, if any), upon any Security or any Other
Debentures when it becomes due and payable, and continuance of such default
for a period of 30 days; provided, however, that a valid extension of an
interest payment period by the Company in accordance with the terms hereof
shall not constitute a default in the payment of interest for this purpose; or

         (b) default in the payment of all or any part of the principal of
(or premium, if any, on) any Security or any Other Debentures as and when the
same shall become due and payable whether at maturity, upon redemption, by
declaration of acceleration of maturity or otherwise; or

         (c) 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), 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 aggregate principal amount of the outstanding
Securities a written notice specifying such default


                                     23
<Page>


or breach and requiring it to be remedied and stating that such notice is a
"NOTICE OF DEFAULT" hereunder; or

         (d) a court having jurisdiction in the premises shall enter a decree
or order for relief in respect of the Company in an involuntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or for any
substantial part of its property, or ordering the winding-up or liquidation
of its affairs and such decree or order shall remain unstayed and in effect
for a period of 90 consecutive days; or

         (e) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency, reorganization or other similar law now or hereafter
in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Company or of any substantial
part of its property, or shall make any general assignment for the benefit of
creditors, or shall fail generally to pay its debts as they become due.

         If an Event of Default with respect to Securities at the time
outstanding occurs and is continuing, then in every such case the Trustee or
the holders of not less than 33% in aggregate principal amount of the
Securities then outstanding may declare the principal amount of all
Securities to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by the holders of the outstanding
Securities), PROVIDED that, if upon an Event of Default, the Trustee or the
holders of not less than 33% in aggregate principal amount of the Outstanding
Securities fail to declare the principal of all the Securities to be
immediately due and payable, the holders of at least 33% in aggregate
liquidation amount of the Preferred Securities then outstanding shall have
such right by a notice in writing to the Company and the Trustee, and upon
any such declaration the same shall become immediately due and payable.
Payment of principal and interest (including any Compounded Interest and
Additional Sums to the extent permitted by applicable law) on such Securities
shall remain subordinated to the extent provided in ARTICLE XV
notwithstanding that such amount shall become immediately due and payable as
herein provided. If an Event of Default specified in SECTION 5.01(d) or (e)
with respect to the Securities occurs, the principal amount of all the
Securities shall automatically, and without any declaration or other action
on the part of Trustee or any holder, become immediately due and payable.

         The foregoing provisions, however, are subject to the condition that
if, at any time after the principal of the Securities shall have been so
declared due and payable, and before any judgment or decree for the payment
of the moneys due shall have been obtained or entered as hereinafter
provided, (i) the Company shall pay or shall deposit with the Trustee a sum
sufficient to pay (A) all matured installments of interest (including
Compounded Interest and Additional Sums, if any) upon all the Securities and
the principal of and premium, if any, on any and all Securities which shall
have become due otherwise than by acceleration (with interest upon such
principal and premium, if any, and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest, at the same rate as the rate of interest specified in the
Securities to the date of such payment or deposit) and (B) such amount as
shall be sufficient to cover compensation due to the Trustee and each
predecessor Trustee, their


                                      24
<Page>

respective agents, attorneys and counsel, pursuant to SECTION 6.06, and (ii)
any and all Events of Default under the Indenture, other than the non-payment
of the principal of the Securities which shall have become due solely by such
declaration of acceleration, shall have been cured, waived or otherwise
remedied as provided herein, then, in every such case, the holders of a
majority in aggregate principal amount of the Securities then outstanding, by
written notice to the Company and to the Trustee, may rescind and annul such
declaration and its consequences, but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall
impair any right consequent thereon. If the holders of a majority in
aggregate principal amount of the outstanding Securities fail to rescind and
annul such declaration and its consequences, the holders of a majority in
aggregate liquidation amount of the Preferred Securities then outstanding
shall have such right.

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

SECTION 5.02  PAYMENT OF SECURITIES ON DEFAULT; SUIT THEREFOR.

         The Company covenants that (a) in case default shall be made in the
payment of any installment of interest (including Compounded Interest and
Additional Sums, if any) upon any of the Securities as and when the same
shall become due and payable, and such default shall have continued for a
period of 30 days, or (b) in case default shall be made in the payment of the
principal of or premium, if any, on any of the Securities as and when the
same shall have become due and payable, whether at maturity of the Securities
or upon redemption or by declaration or otherwise, then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the holders
of the Securities, the whole amount that then shall have become due and
payable on all such Securities for principal and premium, if any, or interest
(including Compounded Interest and Additional Sums, if any) or both, as the
case may be, with interest upon the overdue principal and premium, if any,
and (to the extent that payment of such interest is enforceable under
applicable law and, if the Securities are held by the Trust or a trustee of
such trust, without duplication of any other amounts paid by the Trust or a
trustee in respect thereof) upon the overdue installments of interest
(including Compounded Interest and Additional Sums, if any) at the rate borne
by the Securities; and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including a
reasonable compensation to the Trustee, its agents, attorneys and counsel,
and any other amount due to the Trustee pursuant to SECTION 6.06.

         In case the Company shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
shall be entitled and empowered to institute any actions or proceedings at
law or in equity for the collection of the sums so due and unpaid, and may
prosecute any such action or proceeding to judgment or final decree, and may
enforce any such judgment or final decree against the Company or any other
obligor on the


                                      25
<Page>

Securities and collect in the manner provided by law out of the property of
the Company or any other obligor on the Securities wherever situated the
moneys adjudged or decreed to be payable.

         If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of
the holders of the Securities 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.

         If an Event of Default occurs and shall be continuing as to the
Securities, the Property Trustee will have the right to declare the principal
of (premium, if any, on) and interest (including any Compounded Interest of
Additional Interest) and any other amounts payable under the Indenture to be
forthwith due and payable and to enforce the right as a creditor with respect
to the Securities.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Securities under
Title 11, United States Code, or any other applicable law, or in case a
receiver or trustee shall have been appointed for the property of the Company
or such other obligor, or in the case of any other similar judicial
proceedings relative to the Company or other obligor upon the Securities, or
to the creditors or property of the Company or such other obligor, the
Trustee, irrespective of whether the principal of the Securities shall then be
due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant to the
provisions of this SECTION 5.02, shall be entitled and empowered, by
intervention in such proceedings or otherwise, to file and prove a claim or
claims for the whole amount of principal premium, if any, and interest
(including Compounded Interest and Additional Sums, if any) owing and unpaid
in respect of the Securities and, in case of any judicial proceedings, to file
such proofs of claim and other papers or documents as may be necessary or
advisable in order to have the claims of the Trustee (including any claim for
amounts due to the Trustee pursuant to SECTION 6.06) and of the
Securityholders allowed in such judicial proceedings relative to the Company
or any other obligor on the Securities, or to the creditors or property of the
Company or such other obligor, unless prohibited by applicable law and
regulations, to vote on behalf of the holders of the Securities in any
election of a trustee or a standby trustee in arrangement, reorganization,
liquidation or other bankruptcy or insolvency proceedings or person performing
similar functions in comparable proceedings, and to collect and receive any
moneys or other property payable or deliverable on any such claims, and to
distribute the same after the deduction of its charges and expenses; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee such
amounts as shall be sufficient to cover reasonable compensation to the
Trustee, each predecessor Trustee and their respective agents, attorneys and
counsel, and all other amounts due to the Trustee pursuant to SECTION 6.06.

         Nothing herein contained shall be construed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Securityholder
any plan of reorganization, arrangement, adjustment or composition affecting
the Securities or the rights of any holder


                                      26
<Page>

thereof or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding.

         All rights of action and of asserting claims under this Indenture,
or under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof on any trial
or other proceeding relative thereto, and any such suit or proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit
of the holders of the Securities.

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the
holders of the Securities, and it shall not be necessary to make any holders
of the Securities parties to any such proceedings.

SECTION 5.03  APPLICATION OF MONEYS COLLECTED BY TRUSTEE.

         Any moneys collected by the Trustee shall be applied in the order
following, at the date or dates fixed by the Trustee for the distribution of
such moneys, upon presentation of the Securities in respect of which moneys
have been collected, and stamping thereon the payment, if only partially
paid, and upon surrender thereof if fully paid:

         FIRST:  To the payment of costs and expenses of collection
applicable to the Securities and all other amounts due to the Trustee under
SECTION 6.06;

         SECOND:  To the payment of all Senior Indebtedness of the Company if
and to the extent required by ARTICLE XV;

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

         FOURTH:  To the Company.

SECTION 5.04  PROCEEDINGS BY SECURITYHOLDERS.

         No holder of any Security shall have any right by virtue of or by
availing of any provision of this Indenture to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such holder previously shall have given to the
Trustee written notice of an Event of Default and of the continuance thereof
with respect to the Securities specifying such Event of Default, as
hereinbefore provided, and unless also the holders of not less than 33% in
aggregate principal amount of the Securities then outstanding shall have made
written request upon the Trustee to institute such action, suit or proceeding
in its own name as Trustee hereunder and shall have offered to the Trustee
such reasonable indemnity as it may require against the costs, expenses and
liabilities to be incurred therein or thereby, and the


                                      27
<Page>

Trustee for 60 days after its receipt of such notice, request and offer of
indemnity shall have failed to institute any such action, suit or proceeding,
it being understood and intended, and being expressly covenanted by the taker
and holder of every Security with every other taker and holder and the
Trustee, that no one or more holders of Securities 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 holder of
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in
the manner herein provided and for the equal, ratable and common benefit of
all holders of Securities.

         Notwithstanding any other provisions in this Indenture, however, the
right of any holder of any Security, which right is absolute and
unconditional, to receive payment of the principal of (premium, if any) and
interest (including Compounded Interest and Additional Sums, if any) on such
Security, on or after the same shall have become due and payable, or to
institute suit for the enforcement of any such payment, shall not be impaired
or affected without the consent of such holder and by accepting a Security
hereunder it is expressly understood, intended and covenanted by the taker
and holder of every Security with every other such taker and holder and the
Trustee, that no one or more holders of Securities shall have any right in
any manner whatsoever by virtue or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of the holders of any
other Securities, or to obtain or seek to obtain priority over or preference
to any other such holder, or to enforce any right under this Indenture,
except in the manner herein provided and for the equal, ratable and common
benefit of all holders of Securities. For the protection and enforcement of
the provisions of this Section, each and every Securityholder and the Trustee
shall be entitled to such relief as can be given either at law or in equity.

         The Company and the Trustee acknowledge that pursuant to the
Declaration, the holders of Preferred Securities are entitled, in the
circumstances and subject to the limitations set forth therein, to commence a
Direct Action with respect to any Event of Default under this Indenture and
the Securities. Notwithstanding any payment made to such holder of Preferred
Securities by the Company in connection with a Direct Action, the Company
shall remain obligated to pay the principal of or interest on the Securities
held by the Trust or the Property Trustee. In connection with any such Direct
Action, the Company will be subrogated to the rights of any holder of the
Preferred Securities to the extent of any payment made by the Company to such
holder of Preferred Securities as a result of such Direct Action. Except as
set forth in this Article, the other holders of Preferred Securities shall
have no right to exercise directly any other rights or remedy available to the
Holders of or in respect of, the Securities unless an event of default under
the Declaration shall have occurred.

SECTION 5.05  PROCEEDINGS BY TRUSTEE.

         In case an Event of Default occurs with respect to Securities and is
continuing, the Trustee may in its discretion proceed to protect and enforce
the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce
any of such rights, either by suit in equity or by action at law or by
proceeding in bankruptcy or otherwise, whether for the specific enforcement
of any covenant or agreement contained in this Indenture or in aid of the
exercise of any power granted in this


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Indenture, or to enforce any other legal or equitable right vested in the
Trustee by this Indenture or by law.

SECTION 5.06  REMEDIES CUMULATIVE AND CONTINUING.

         All powers and remedies given by this ARTICLE V to the Trustee or to
the Securityholders shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any other powers and remedies available to
the Trustee or the holders of the Securities, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture or otherwise established with respect
to the Securities, and no delay or omission of the Trustee or of any holder
of any of the Securities to exercise any right or power accruing upon any
Event of Default occurring and continuing as aforesaid shall impair any such
right or power, or shall be construed to be a waiver of any such default or
an acquiescence therein; and, subject to the provisions of SECTION 5.04,
every power and remedy given by this ARTICLE V or by law to the Trustee or to
the Securityholders may be exercised from time to time, and as often as shall
be deemed expedient, by the Trustee or by the Securityholders.

SECTION 5.07  DIRECTION OF PROCEEDINGS AND WAIVER OF DEFAULTS BY MAJORITY OF
SECURITYHOLDERS.

         The holders of a majority in aggregate principal amount of the
Securities at the time outstanding 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;
provided, however, that such direction shall not be in conflict with any rule
or law or with this Indenture and, (subject to the provisions of SECTION
6.01) the Trustee shall have the right to decline to follow any such
direction if the Trustee shall determine that the action so directed would be
unjustly prejudicial to the holders not taking part in such direction or if
the Trustee being advised by counsel determines that the action or proceeding
so directed may not lawfully be taken or if the Trustee in good faith by its
board of directors or trustees, executive committee, or a trust committee of
directors or trustees and/or Responsible Officers shall determine that the
action or proceedings so directed would involve the Trustee in personal
liability. Prior to any declaration accelerating the maturity of the
Securities, the holders of a majority in aggregate principal amount of the
Securities at the time outstanding may on behalf of the holders of all of the
Securities waive any past default or Event of Default and its consequences
except a default (a) in the payment of principal of or premium, if any, or
interest (including Compounded Interest and Additional Sums, if any) on any
of the Securities or (b) in respect of covenants or provisions hereof which
cannot be modified or amended without the consent of the holder of each
Security affected; provided, however, that if the Securities are held by the
Property Trustee, such waiver or modification to such waiver shall not be
effective until the holders of a majority in aggregate liquidation amount of
Trust Securities shall have consented to such waiver or modification to such
waiver; provided further, that if the consent of the holder of each
outstanding Security is required, such waiver shall not be effective until
each holder of the Preferred Securities shall have consented to such waiver.
Upon any such waiver, the default covered thereby shall be deemed to be cured
for all purposes of this Indenture and the Company, the Trustee and the
holders of the Securities shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon. Whenever
any default or Event of Default hereunder shall


                                      29
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have been waived as permitted by this SECTION 5.07, said default or Event of
Default shall for all purposes of the Securities and this Indenture be deemed
to have been cured and to be not continuing.

SECTION 5.08  NOTICE OF DEFAULTS.

         The Trustee shall, within 90 days after the occurrence of a
default with respect to the Securities known to a Responsible Officer of the
Trustee, mail to all Securityholders, as the names and addresses of such
holders appear upon the Security Register, notice of all defaults known to
the Trustee, unless such defaults shall have been cured before the giving of
such notice (the term "DEFAULTS" for the purpose of this SECTION 5.08 being
hereby defined to be the events specified in clauses (a), (b), (c), (d) and
(e) of SECTION 5.01, not including periods of grace, if any, provided for
therein, and irrespective of the giving of written notice specified in clause
(c) of SECTION 5.01); and provided that, except in the case of default in the
payment of the principal of or premium, if any, or interest (including
Compounded Interest or Additional Sums, if any) on any of the Securities, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee, or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the
Securityholders; and provided further, that in the case of any default of the
character specified in SECTION 5.01(c) no such notice to Securityholders
shall be given until at least 60 days after the occurrence thereof but shall
be given within 90 days after such occurrence.

SECTION 5.09  UNDERTAKING TO PAY COSTS.

         All parties to this Indenture agree, and each holder of any Security
by his acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Trustee for any
action taken or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such
court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses, against any party litigant in such suit, having
due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this SECTION 5.09 shall not apply
to any suit instituted by the Company or the Trustee; to any suit instituted
by any Securityholder, or group of Securityholders, holding in the aggregate
more than 10% in aggregate principal amount of the Securities outstanding; or
to any suit instituted by any Securityholder for the enforcement of the
payment of the principal of (or premium, if any) or interest (including
Compounded Interest and Additional Sums, if any) on any Security against the
Company on or after the same shall have become due and payable.


                                      30
<Page>

SECTION 5.10  WAIVER OF STAY OR EXTENSION LAWS.

         The Company covenants (to the extent that it may lawfully do so)
that it will not any time insist upon, or plead, or in any manner whatsoever
claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force which may affect the covenants
or the performance of 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
                             CONCERNING THE TRUSTEE

SECTION 6.01  DUTIES AND RESPONSIBILITIES OF TRUSTEE.

         With respect to the holders of the Securities issued hereunder, the
Trustee, prior to the occurrence of an Event of Default and after the curing
or waiving of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in
this Indenture. In case an Event of Default has occurred (which has not been
cured or waived) the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs.

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

         (a)  prior to the occurrence of an Event of Default and after the
curing or waiving of all Events of Default which may have occurred,

                  (i) the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Indenture and the Trust
Indenture Act, and the Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this
Indenture or in the Trust Indenture Act, and no implied covenants or
obligations shall be read into this Indenture against the Trustee; and

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

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


                                      31
<Page>

         (c) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith, in accordance with the direction
of the Securityholders pursuant to SECTION 5.07, relating to the time, method
and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under
this Indenture.

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

SECTION 6.02  RELIANCE ON DOCUMENTS, OPINIONS, ETC.

         Except as otherwise provided in SECTION 6.01:

         (a) 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, consent, order, bond, note,
debenture or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;

         (b) any request, direction, order or demand of the Company mentioned
herein may be sufficiently evidenced by an Officers' Certificate (unless
other evidence in respect thereof be herein specifically prescribed); and any
Board Resolution may be evidenced to the Trustee by a copy thereof certified
by the Secretary or an Assistant Secretary of the Company;

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

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

         (e) the Trustee shall not be liable for any action taken or omitted
by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture; nothing
contained herein shall, however, relieve the Trustee of the obligation, upon
the occurrence of an Event of Default (that has not been cured or waived), to
exercise such of the rights and powers vested in it by this Indenture, and to
use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own
affairs;

         (f) the Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond,
debenture, coupon or other paper or document, unless requested


                                      32
<Page>

in writing to do so by the holders of a majority in aggregate principal
amount of the outstanding Securities; provided, however, that if the payment
within a reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security
afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so
proceeding;

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

         (h) the Trustee shall not be charged with knowledge of any Default
or Event of Default with respect to the Securities unless (1) such default is
a default under SECTIONS 5.01(a) (other than a default with respect to the
payment of Compounded Interest or Additional Sums) and 5.01(b) of the
Indenture, (2) a Responsible Officer shall have actual knowledge of such
Default or Event of Default or (3) written notice of such Default or Event of
Default shall have been given to the Trustee by the Company or any other
obligor on the Securities or by any holder of the Securities;

         (i) the Trustee shall not be liable for any action taken, suffered
or omitted by it in good faith, without negligence or willful misconduct and
believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture;

         (j) 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;

         (k) 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

         (l) 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 6.03  NO RESPONSIBILITY FOR RECITALS, ETC.

         The recitals contained herein and in the Securities (except in the
certificate of authentication of the Trustee or the Authenticating Agent)
shall be taken as the statements of the Company and the Trustee and the
Authenticating Agent assume no responsibility for the correctness of the
same. The Trustee and the Authenticating Agent make no representations as to
the validity or sufficiency of this Indenture or of the Securities. The
Trustee and the Authenticating Agent shall not be accountable for the use or
application by the Company of any Securities or the proceeds of any
Securities authenticated and delivered by the Trustee or the Authenticating
Agent in conformity with the provisions of this Indenture.

SECTION 6.04  TRUSTEE, AUTHENTICATING AGENT, PAYING AGENTS, TRANSFER AGENTS OR
REGISTRAR MAY OWN SECURITIES.

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

SECTION 6.05  MONEYS TO BE HELD IN TRUST.

         Subject to the provisions of SECTION 11.04, all moneys received by
the Trustee or any paying agent shall, until used or applied as herein
provided, be held in trust for the purpose for which they were received, but
need not be segregated from other funds except to the extent


                                      33
<Page>

required by law. The Trustee and any paying agent shall be under no liability
for interest on any money received by it hereunder except as otherwise agreed
in writing with the Company. So long as no Event of Default shall have
occurred and be continuing, all interest allowed on any such moneys shall be
paid from time to time upon the written order of the Company, signed by the
Chairman of the Board of Directors, the President, a Vice President, the
Treasurer or an Assistant Treasurer of the Company.

SECTION 6.06  COMPENSATION AND EXPENSES OF TRUSTEE.

         The Company, as issuer of Securities under this Indenture, covenants
and agrees to pay to the Trustee from time to time, and the Trustee shall be
entitled to, such compensation as shall be agreed to in writing between the
Company and the Trustee (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), and the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the expenses and disbursements of its counsel and of all persons not
regularly in its employ) except any such expense, disbursement or advance as
may arise from its negligence or bad faith. The Company also covenants to
indemnify each of the Trustee or any predecessor Trustee (and its officers,
agents, directors and employees) for, and to hold it harmless against, any and
all loss, damage, claim, liability or expense including taxes (other than taxes
based on the income of the Trustee) incurred without negligence or bad faith on
the part of the Trustee and arising out of or in connection with the acceptance
or administration of this trust, including the costs and expenses of defending
itself against any claim (whether asserted by the Company, a Holder or any
other Person) of liability in the premises. The obligations of the Company
under this SECTION 6.06 to compensate and indemnify the Trustee and to pay or
reimburse the Trustee for expenses, disbursements and advances shall constitute
additional indebtedness hereunder. Such additional indebtedness shall be
secured by a lien prior to that of the Securities upon all property and funds
held or collected by the Trustee as such, except funds held in trust for the
benefit of the holders of particular Securities.

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

         The provisions of this Section shall survive the resignation or
removal of the Trustee and the defeasance or other termination of this
Indenture.

SECTION 6.07  OFFICERS' CERTIFICATE AS EVIDENCE.

         Except as otherwise provided in SECTIONS 6.01 and 6.02, whenever in
the administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to
taking or omitting any action hereunder, such matter (unless other evidence
in respect thereof is herein specifically prescribed) may, in the absence of
negligence or bad faith on the part of the Trustee, be deemed to be
conclusively proved and established by an Officers' Certificate delivered to
the Trustee, and such certificate, in the


                                     34
<Page>

absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken or omitted by it under the
provisions of this Indenture upon the faith thereof.

SECTION 6.08  CONFLICTING INTEREST OF TRUSTEE.

         If the Trustee has or shall acquire any "conflicting interest"
within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee
and the Company shall in all respects comply with the provisions of Section
310(b) of the Trust Indenture Act.

SECTION 6.09  ELIGIBILITY OF TRUSTEE.

         The Trustee hereunder shall at all times be a corporation organized
and doing business under the laws of the United States of America or any
state or territory thereof or of the District of Columbia or a corporation or
other Person permitted to act as trustee by the Commission authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least 50 million U.S. dollars ($50,000,000) and subject to
supervision or examination by federal, state, territorial, or District of
Columbia authority. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this SECTION
6.09 the combined capital and surplus of such corporation shall be deemed to
be its combined capital and surplus as set forth in its most recent report of
condition so published.

         The Company may not, nor may any Person directly or indirectly
controlling, controlled by, or under common control with the Company, serve
as Trustee.

         In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this SECTION 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in SECTION 6.10.

SECTION 6.10  RESIGNATION OR REMOVAL OF TRUSTEE.

         (a) The Trustee, or any trustee or trustees hereafter appointed, may
at any time resign by giving written notice of such resignation to the Company
and by mailing notice thereof to the holders of the Securities at their
addresses as they shall appear on the Security register. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor trustee
or trustees by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Trustee and one copy to the successor
trustee. If no successor trustee shall have been so appointed and have accepted
appointment within 60 days after the mailing of such notice of resignation to
the affected Securityholders, the resigning Trustee may petition, at the
expense of the Company, any court of competent jurisdiction for the appointment
of a successor trustee, or any Securityholder who has been a bona fide holder
of a Security for at least six months may, subject to the provisions of SECTION
5.09, on behalf of himself and all others similarly situated, petition any such
court for the appointment of a successor trustee. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, appoint a
successor trustee.

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


                                      35
<Page>

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

                  (ii) the Trustee shall cease to be eligible in accordance
with the provisions of SECTION 6.09 and shall fail to resign after written
request therefor by the Company or by any such Securityholder, or

                  (iii) the Trustee shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of
its property shall be appointed, or any public officer shall take charge or
control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any such case, the
Company may remove the Trustee and appoint a successor trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of SECTION 5.09, any Securityholder 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 and the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper,
remove the Trustee and appoint a successor trustee.

         (c) The holders of a majority in aggregate principal amount of the
Securities at the time outstanding may at any time remove the Trustee and
nominate a successor trustee, which shall be deemed appointed as successor
trustee unless within 10 days after such nomination the Company objects
thereto or if no successor trustee shall have been so appointed and shall
have accepted appointment within 30 days after such removal, in which case
the Trustee so removed or any Securityholder, upon the terms and conditions
and otherwise as in subsection (a) of this SECTION 6.10 provided, may
petition any court of competent jurisdiction for an appointment of a
successor trustee. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee or trustees by written instrument,
in duplicate, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee.

         (d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this SECTION 6.10
shall become effective only upon acceptance of appointment by the successor
trustee as provided in SECTION 6.11.

SECTION 6.11  ACCEPTANCE BY SUCCESSOR TRUSTEE.

         Any successor trustee appointed as provided in SECTION 6.10 shall
execute, acknowledge and deliver to the Company and to its predecessor
trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the retiring trustee shall become effective and
such successor trustee, without any further act, deed or conveyance, shall
become vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Company or of the
successor trustee, the trustee ceasing to act shall, upon payment of any
amounts then due it pursuant to the provisions of SECTION 6.06, execute and
deliver an instrument transferring to such successor trustee all the rights
and powers of the trustee so ceasing to act and shall duly assign, transfer
and deliver to such successor trustee all property and money held by such
retiring trustee thereunder. Upon request of any such successor trustee, the
Company shall execute any and all instruments in writing for more fully and
certainly vesting in and confirming


                                      36
<Page>

to such successor trustee all such rights and powers. Any trustee ceasing to
act shall, nevertheless, retain a 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 6.06.

         No successor trustee shall accept appointment as provided in this
SECTION 6.11 unless at the time of such acceptance such successor trustee
shall be qualified under the provisions of Section 6.08 and eligible under
the provisions of SECTION 6.09.

         Upon acceptance of appointment by a successor trustee as provided in
this SECTION 6.11, the Company shall mail notice of the succession of such
trustee hereunder to the holders of Securities at their addresses as they
shall appear on the Security register. If the Company fails to mail such
notice within 10 days after the acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Company.

SECTION 6.12  SUCCESSION BY MERGER, ETC.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder
without the execution or filing of any paper or any further act on the part
of any of the parties hereto provided such corporations shall be otherwise
qualified and eligible under this Article.

         In case at the time such successor to the Trustee shall succeed to
the trusts created by this Indenture any Securities shall have been
authenticated but not delivered, any such successor to the Trustee may adopt
the certificate of authentication of any predecessor trustee, and deliver
such Securities so authenticated; and in case at that time any of the
Securities shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor
hereunder or in the name of the successor trustee; and in all such cases such
certificates shall have the full force which the Securities or this Indenture
elsewhere provides that the certificate of the Trustee shall have; provided,
however, that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Securities in the name of any predecessor
Trustee shall apply only to its successor or successors by merger, conversion
or consolidation.

SECTION 6.13  LIMITATION ON RIGHTS OF TRUSTEE AS A CREDITOR.

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be
subject to Section 311(a) of the Trust Indenture Act to the extent included
therein.

SECTION 6.14  AUTHENTICATING AGENTS.

         There may be one or more Authenticating Agents appointed by the
Trustee upon the request of the Company with power to act on its behalf and
subject to its direction in the authentication and delivery of Securities
issued upon exchange or transfer thereof as fully to all intents and purposes
as though any such Authenticating Agent had been expressly authorized to


                                      37
<Page>

authenticate and deliver Securities; provided, that the Trustee shall have no
liability to the Company for any acts or omissions of the Authenticating
Agent with respect to the authentication and delivery of Securities. Any such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States or of any state or territory
thereof or of the District of Columbia authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of at least
$50,000,000 and being subject to supervision or examination by federal,
state, territorial or District of Columbia authority. If such corporation
publishes reports of condition at least annually pursuant to law or the
requirements of such authority, then for the purposes of this SECTION 6.14
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 an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect herein specified in this
Section.

         Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall be the
successor of such Authenticating Agent hereunder, if such successor
corporation is otherwise eligible under this SECTION 6.14 without the
execution or filing of any paper or any further act on the part of the parties
hereto or such Authenticating Agent.

         Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and to the Company. The Trustee may at
any time terminate the agency of any Authenticating Agent by giving written
notice of termination to such Authenticating Agent and to the Company. Upon
receiving such a notice of resignation or upon such a termination, or in case
at any time any Authenticating Agent shall cease to be eligible under this
SECTION 6.14, the Trustee may, and upon the request of the Company shall,
promptly appoint a successor Authenticating Agent eligible under this SECTION
6.14, shall give written notice of such appointment to the Company and shall
mail notice of such appointment to all Securityholders as the names and
addresses of such holders appear on the Security Register. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall
become vested with all rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as
Authenticating Agent herein.

         The Company, as borrower, agrees to pay to any Authenticating Agent
from time to time reasonable compensation for its services. Any
Authenticating Agent shall have no responsibility or liability for any action
taken by it as such in accordance with the directions of the Trustee.

                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

SECTION 7.01  ACTION BY SECURITYHOLDERS.

         Whenever in this Indenture it is provided that the holders of a
specified percentage in aggregate principal amount of the Securities may take
any action (including the making of any demand or request, the giving of any
notice, consent or waiver or the taking of any other action)


                                      38
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the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any
instrument or any number of instruments of similar tenor executed by such
Securityholders in person or by agent or proxy appointed in writing, or (b)
by the record of such holders of Securities voting in favor thereof at any
meeting of such Securityholders duly called and held in accordance with the
provisions of ARTICLE VIII, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of such Securityholders.

         If the Company shall solicit from the Securityholders any request,
demand, authorization, direction, notice, consent, waiver or other action,
the Company may, at its option, as evidenced by an Officers' Certificate, fix
in advance a record date for the determination of Securityholders entitled to
give such request, demand, authorization, direction, notice, consent, waiver
or other action, but the Company shall have no obligation to do so. If such a
record date is fixed, such request, demand, authorization, direction, notice,
consent, waiver or other action may be given before or after the record date,
but only the Securityholders of record at the close of business on the record
date shall be deemed to be Securityholders for the purposes of determining
whether Securityholders of the requisite proportion of outstanding Securities
have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for
that purpose the outstanding Securities shall be computed as of the record
date; provided, however, that no such authorization, agreement or consent by
such Securityholders on the record date shall be deemed effective unless it
shall become effective pursuant to the provisions of this Indenture not later
than six months after the record date.

SECTION 7.02  PROOF OF EXECUTION BY SECURITYHOLDERS.

         Subject to the provisions of SECTION 6.01, 6.02 and 8.05, proof of
the execution of any instrument by a Securityholder or his agent or proxy
shall be sufficient if made in accordance with such reasonable rules and
regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Securities shall be proved by
the Security Register or by a certificate of the Security registrar. The
Trustee may require such additional proof of any matter referred to in this
Section as it shall deem necessary.

         The record of any Securityholders' meeting shall be proved in the
manner provided in SECTION 8.06.

SECTION 7.03  WHO ARE DEEMED ABSOLUTE OWNERS.

         Prior to due presentment for registration of transfer of any
Security, the Company, the Trustee, any Authenticating Agent, any paying
agent, any transfer agent and any Security registrar may deem the person in
whose name such Security shall be registered upon the Security Register to
be, and may treat him as, the absolute owner of such Security (whether or not
such Security shall be overdue) for the purpose of receiving payment of or on
account of the principal of and premium, if any, and (subject to SECTION
2.05) interest on such Security and for all other purposes; and neither the
Company nor the Trustee nor any Authenticating Agent nor any paying agent nor
any transfer agent nor any Security registrar shall be affected by any notice
to the contrary. All such payments so made to any holder for the time being
or upon his order shall be


                                      39
<Page>

valid, and, to the extent of the sum or sums so paid, effectual to satisfy
and discharge the liability for moneys payable upon any such Security.

SECTION 7.04  SECURITIES OWNED BY COMPANY DEEMED NOT OUTSTANDING.

         In determining whether the holders of the requisite aggregate
principal amount of Securities have concurred in any direction, consent,
notice or waiver under this Indenture, Securities which are owned by the
Company or any other obligor on the Securities or any Affiliate of the
Company (other than the Trust) or any other obligor on the Securities shall
be disregarded and deemed not to be outstanding for the purpose of any such
determination; provided that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, consent or
waiver, only Securities which a Responsible Officer of the Trustee actually
knows are so owned shall be so disregarded. Securities so owned which have
been pledged in good faith may be regarded as outstanding for the purposes of
this SECTION 7.04 if the pledgee shall establish to the satisfaction of the
Trustee the pledgee's right to vote such Securities and that the pledgee is
not the Company or any such other obligor or Affiliate of the Company or any
such other obligor. In the case of a dispute as to such right, any decision
by the Trustee taken upon the advice of counsel shall be full protection to
the Trustee.

SECTION 7.05  REVOCATION OF CONSENTS; FUTURE HOLDERS BOUND.

         At any time prior to (but not after) the evidencing to the Trustee,
as provided in SECTION 7.01, of the taking of any action by the holders of
the percentage in aggregate principal amount of the Securities specified in
this Indenture in connection with such action, any holder of a Security (or
any Security issued in whole or in part in exchange or substitution
therefor), subject to SECTION 7.01, the serial number of which is shown by
the evidence to be included in the Securities the holders of which have
consented to such action may, by filing written notice with the Trustee at
its principal office and upon proof of holding as provided in SECTION 7.02,
revoke such action so far as concerns such Security (or so far as concerns
the principal amount represented by any exchanged or substituted Security).
Except as aforesaid any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Security, and of any Security issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon such Security or any Security issued in exchange or
substitution therefor.

                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

SECTION 8.01  PURPOSES OF MEETINGS.

         A meeting of Securityholders may be called at any time and from time
to time pursuant to the provisions of this ARTICLE VIII for any of the
following purposes:

         (a) to give any notice to the Company or to the Trustee, or to give
any directions to the Trustee, or to consent to the waiving of any default
hereunder and its consequences, or to take any other action authorized to be
taken by Securityholders pursuant to any of the provisions of ARTICLE V;



                                      40
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         (b)  to remove the Trustee and nominate a successor trustee pursuant
to the provisions of ARTICLE VI;

         (c)  to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of SECTION 9.02; or

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

SECTION 8.02  CALL OF MEETINGS BY TRUSTEE.

         The Trustee may at any time call a meeting of Securityholders to
take any action specified in SECTION 8.01, to be held at such time and at
such place in the Borough of Manhattan, The City of New York, as the Trustee
shall determine. Notice of every meeting of the Securityholders, 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 mailed to holders of
Securities at their addresses as they shall appear on the Securities
Register. Such notice shall be mailed not less than 20 nor more than 180 days
prior to the date fixed for the meeting.

SECTION 8.03  CALL OF MEETINGS BY COMPANY OR SECURITYHOLDERS.

         In case at any time the Company pursuant to a resolution of the
Board of Directors, or the holders of at least 10% in aggregate principal
amount of the Securities then outstanding, shall have requested the Trustee
to call a meeting of Securityholders, by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed the notice of such meeting within 20 days after
receipt of such request, then the Company or such Securityholders may
determine the time and the place in said Borough of Manhattan for such
meeting and may call such meeting to take any action authorized in SECTION
8.01, by mailing notice thereof as provided in SECTION 8.02.

SECTION 8.04  QUALIFICATIONS FOR VOTING.

         To be entitled to vote at any meeting of Securityholders a Person
shall (a) be a holder of one or more Securities or (b) a Person appointed by
an instrument in writing as proxy by a holder of one or more Securities. The
only Persons who shall be entitled to be present or to speak at any meeting
of Securityholders 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 8.05  REGULATIONS.

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


                                      41
<Page>

         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 Securityholders as provided in SECTION 8.03, in which case the
Company or the Securityholders 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 majority vote of the
meeting.

         Subject to the provisions of SECTION 8.04, at any meeting each
holder of Securities or proxy therefor shall be entitled to one vote for each
$1,000 principal amount of Securities held or represented by him; provided,
however, that no vote shall be cast or counted at any meeting in respect of
any Security challenged as not outstanding and ruled by the chairman of the
meeting to be not outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Securities held by him or instruments
in writing as aforesaid duly designating him as the person to vote on behalf
of other Securityholders. Any meeting of Securityholders duly called pursuant
to the provisions of SECTION 8.02 or 8.03 may be adjourned from time to time
by a majority of those present, and the meeting may be held as so adjourned
without further notice.

SECTION 8.06  VOTING.

         The vote upon any resolution submitted to any meeting of holders of
Securities shall be by written ballots on which shall be subscribed the
signatures of such holders or of their representatives by proxy and the
serial number or numbers of the Securities held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and
who shall make and file with the secretary of the meeting their verified
written reports in triplicate of all votes cast at the meeting. A record in
duplicate of the proceedings of each meeting of Securityholders 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 mailed as provided in SECTION 8.02. The record shall show the
serial numbers of the Securities voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates
shall be delivered to the Company and the other 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.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

SECTION 9.01  WITHOUT CONSENT OF SECURITYHOLDERS.

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


                                      42
<Page>

         (a) to evidence the succession of another Person to the Company, or
successive successions, and the assumption by the successor Person of the
covenants, agreements and obligations of the Company herein and in the
Securities pursuant to ARTICLE X hereof;

         (b) to add to the covenants of the Company such further covenants,
restrictions or conditions for the protection of the Securityholders as the
Board of Directors and the Trustee shall consider to be for the protection of
the Securityholders, and to make the occurrence, or the occurrence and
continuance, of a default in any of such additional covenants, restrictions
or conditions a default or an Event of Default permitting the enforcement of
all or any of the remedies provided in this Indenture as herein set forth;
provided, however, that in respect of any such additional covenant,
restriction or condition such amendment may provide for a particular period
of grace after default (which period may be shorter or longer than that
allowed in the case of other defaults) or may provide for an immediate
enforcement upon such default or may limit the remedies available to the
Trustee upon such default;

         (c) to provide for the issuance under this Indenture of Securities
in coupon form (including Securities registrable as to principal only) and to
provide for exchangeability of such Securities with the Securities issued
hereunder in fully registered form and to make all appropriate changes for
such purpose;

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

         (e) to evidence and provide for the acceptance of appointment
hereunder by a successor trustee with respect to the Securities;

         (f) to make provision for transfer procedures, certification,
book-entry provisions, the form of restricted securities legends, if any, to
be placed on Securities, and all other matters required pursuant to SECTION
2.06 or otherwise necessary, desirable or appropriate in connection with the
issuance of Securities to holders of Preferred Securities in the event of a
distribution of Securities by the Trust following a Dissolution Event;

         (g) to qualify or maintain qualification of this Indenture under the
Trust Indenture Act; or

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

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


                                      43
<Page>

         Any amendment to the Indenture authorized by the provisions of this
SECTION 9.01 may be executed by the Company and the Trustee without the
consent of the holders of any of the Securities at the time outstanding,
notwithstanding any of the provisions of SECTION 9.02.

SECTION 9.02  WITH CONSENT OF SECURITYHOLDERS.

         With the consent (evidenced as provided in SECTION 7.01) of the
holders of a majority in aggregate principal amount of the Securities at the
time outstanding, the Company, when authorized by a Board Resolution, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture
or of modifying in any manner the rights of the holders of the Securities;
provided, however, that no such amendment shall without the consent of the
holders of each Security then outstanding and affected thereby (i) change the
Maturity Date of any Security, or reduce the rate of interest (including
Compounded Interest) or extend the time of payment of interest thereon (except
as contemplated by ARTICLE XVI), or reduce the principal amount thereof or the
amount of premium thereon, if any, or reduce any amount payable on redemption
thereof, or make the principal thereof or any interest or premium thereon
payable in any coin or currency other than that provided in the Securities, or
impair or affect the right of any Securityholder to institute suit for payment
thereof, (ii) modify the provisions of this Indenture with respect to the
subordination of the Securities in a manner adverse to the Securityholders,
(iii) reduce the aforesaid percentage of Securities the holders of which are
required to consent to any such amendment to the Indenture, or to any waiver
(of compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture or (iv)
modify any of the provisions of the first paragraph of this SECTION 9.02, or
the second sentence of SECTION 5.07, 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 if the Securities are held by the
Property Trustee, such amendment shall not be effective until the holders of a
majority in aggregate liquidation amount of Trust Securities shall have
consented to such amendment; provided, further, that if the consent of the
holder of each outstanding Security is required, such amendment shall not be
effective until each holder of the Trust Securities shall have consented to
such amendment.

         Upon the request of the Company accompanied by a copy of a
resolution of the Board of Directors certified by its Secretary or Assistant
Secretary authorizing the execution of any supplemental indenture affecting
such amendment, and upon the filing with the Trustee of evidence of the
consent of Securityholders as aforesaid, the Trustee shall join with the
Company in the execution of such supplemental indenture unless such
supplemental indenture affects the Trustee's own rights, duties or immunities
under this Indenture or otherwise, in which case the Trustee may in its
discretion, but shall not be obligated to, enter into such supplemental
indenture.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the
Trustee shall transmit by mail, first class postage prepaid, a notice,
prepared by the Company, setting forth in general terms the substance of such
supplemental indenture, to the Securityholders as their names and addresses
appear upon


                                      44
<Page>

the Security Register. Any failure of the Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture.

         It shall not be necessary for the consent of the Securityholders
under this SECTION 9.02 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such consent shall
approve the substance thereof.

SECTION 9.03  COMPLIANCE WITH TRUST INDENTURE ACT; EFFECT OF SUPPLEMENTAL
INDENTURES.

         Any supplemental indenture executed pursuant to the provisions of
this ARTICLE IX shall comply with the Trust Indenture Act. Upon the execution
of any supplemental indenture pursuant to the provisions of this ARTICLE IX,
this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company and the holders of Securities shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such
modifications and amendments and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

SECTION 9.04  NOTATION ON SECURITIES.

         Securities authenticated and delivered after the execution of any
supplemental indenture affecting such series pursuant to the provisions of
this ARTICLE IX may bear a notation in form approved by the Trustee as to any
matter provided for in such supplemental indenture. If the Company or the
Trustee shall so determine, new Securities so modified as to conform, in the
opinion of the Trustee and the Board of Directors, to any modification of
this Indenture contained in any such supplemental indenture may be prepared
and executed by the Company, authenticated by the Trustee or the
Authenticating Agent and delivered in exchange for the Securities then
outstanding.

SECTION 9.05  EVIDENCE OF COMPLIANCE OF SUPPLEMENTAL INDENTURE TO BE FURNISHED
TRUSTEE.

         The Trustee, subject to the provisions of SECTIONS 6.01 and 6.02,
shall receive, in addition to the document required by SECTION 13.06, an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that
any supplemental indenture executed pursuant hereto complies with the
requirements of this ARTICLE IX.

                                    ARTICLE X
                CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

SECTION 10.01 COMPANY MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

         Nothing contained in this Indenture or in any of the Securities
shall prevent any consolidation or merger of the Company with or into any
other Person (whether or not affiliated with the Company, as the case may
be), or successive consolidations or mergers in which the Company or its
successor or successors, as the case may be, shall be a party or parties, or
shall prevent any sale, conveyance, transfer or lease of the property of the
Company, or its successor


                                      45
<Page>

or successors as the case may be, as an entirety, or substantially as an
entirety, to any other Person (whether or not affiliated with the Company, or
its successor or successors, as the case may be) authorized to acquire and
operate the same; provided, that (a) the Company is the surviving Person, or
the Person formed by or surviving any such consolidation or merger (if other
than the Company) or to which such sale, conveyance, transfer or lease of
property is made is a Person organized and existing under the laws of the
United States or any State thereof or the District of Columbia, and (b) upon
any such consolidation, merger, sale, conveyance, transfer or lease, the due
and punctual payment of the principal of (and premium, if any) and interest
on the Securities according to their tenor and the due and punctual
performance and observance of all the covenants and conditions of this
Indenture to be kept or performed by the Company shall be expressly assumed,
by supplemental indenture (which shall conform to the provisions of the Trust
Indenture Act, as then in effect) satisfactory in form to the Trustee
executed and delivered to the Trustee by the Person formed by such
consolidation, or into which the Company shall have been merged, or by the
Person which shall have acquired such property, as the case may be and (c)
after giving effect to such consolidation, merger, sale, conveyance, transfer
or lease, no Default or Event of Default shall have occurred and be
continuing.

SECTION 10.02 SUCCESSOR CORPORATION TO BE SUBSTITUTED FOR COMPANY.

         In case of any such consolidation, merger, conveyance or transfer
and upon the assumption by the successor corporation, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to
the Trustee, of the due and punctual payment of the principal of and premium,
if any, and interest (including any Additional Sums or Compounded Interest)
on all of the Securities and the due and punctual performance and observance
of all of the covenants and conditions of this Indenture to be performed or
observed by the Company, such successor Person shall succeed to and be
substituted for the Company, with the same effect as if it had been named
herein as the party of the first part, and the Company thereupon shall be
relieved of any further liability or obligation hereunder or upon the
Securities. Such successor Person thereupon may cause to be signed, and may
issue either in its own name or in the name of Illinois Power Company, any or
all of the Securities issuable hereunder which theretofore shall not have
been signed by the Company and delivered to the Trustee or the Authenticating
Agent; and, upon the order of such successor Person instead of the Company
and subject to all the terms, conditions and limitations in this Indenture
prescribed, the Trustee or the Authenticating Agent shall authenticate and
deliver any Securities which previously shall have been signed and delivered
by the officers of the Company to the Trustee or the Authenticating Agent for
authentication, and any Securities which such successor Person thereafter
shall cause to be signed and delivered to the Trustee or the Authenticating
Agent for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this
Indenture as though all of such Indentures had been issued at the date of the
execution hereof.

SECTION 10.03 OPINION OF COUNSEL TO BE GIVEN TRUSTEE.

         The Trustee, subject to the provisions of SECTIONS 6.01 and 6.02,
may receive an Opinion of Counsel as conclusive evidence that any
consolidation, merger, sale, conveyance, transfer or lease, and any
assumption, permitted or required by the terms of this ARTICLE X complies
with the provisions of this ARTICLE X.


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<Page>


                                   ARTICLE XI
                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 11.01 DISCHARGE OF INDENTURE.

         When (a) the Company shall deliver to the Trustee for cancellation
all Securities theretofore authenticated (other than any Securities which
shall have been destroyed, lost or stolen and which shall have been replaced
as provided in SECTION 2.07) and not theretofore canceled, or (b) all the
Securities not theretofore canceled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to
become due and payable within one year or are to be called for redemption
within one year under arrangements satisfactory to the Trustee for the giving
of notice of redemption, and the Company shall deposit with the Trustee, in
trust, funds sufficient to pay on the Maturity Date or upon redemption all of
the Securities (other than any Securities which shall have been destroyed,
lost or stolen and which shall have been replaced as provided in SECTION
2.07) not theretofore canceled or delivered to the Trustee for cancellation,
including principal and premium, if any, and interest (including Compounded
Interest and Additional Sums, if any) due or to become due to the Maturity
Date or redemption date, as the case may be, but excluding, however, the
amount of any moneys for the payment of principal of or premium, if any, or
interest (including Compounded Interest and Additional Sums, if any) on the
Securities (1) theretofore repaid to the Company in accordance with the
provisions of SECTION 11.04, or (2) paid to any State or to the District of
Columbia pursuant to its unclaimed property or similar laws, and if in either
case the Company shall also pay or cause to be paid all other sums payable
hereunder by the Company, then this Indenture shall cease to be of further
effect except for the provisions of SECTIONS 2.02, 2.06, 2.07, 3.01, 3.02,
3.04, 6.06, 6.10 and 11.04 hereof, which shall survive until such Securities
shall mature and be paid. Thereafter, Sections 6.06, 6.10 and 11.04 shall
survive, and the Trustee, on demand of the Company accompanied by any
Officers' Certificate and an Opinion of Counsel and at the cost and expense
of the Company, shall execute proper instruments acknowledging satisfaction
of and discharging this Indenture, the Company, however, hereby agreeing to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred by the Trustee in connection with this Indenture or the
Securities.

SECTION 11.02 DEPOSITED MONEYS AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN
TRUST BY TRUSTEE.

         Subject to the provisions of SECTION 11.04, all moneys and U.S.
Government Obligations deposited with the Trustee pursuant to SECTIONS 11.01
or 11.05 shall be held in trust and applied by it to the payment, either
directly or through any paying agent (including the Company if acting as its
own paying agent), to the holders of the particular Securities for the
payment of which such moneys or U.S. Government Obligations have been
deposited with the Trustee, of all sums due and to become due thereon for
principal, premium, if any, and interest.

         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 11.05 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 outstanding Securities.


                                      47
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SECTION 11.03 PAYING AGENT TO REPAY MONEYS HELD.

         Upon the satisfaction and discharge of this Indenture all moneys
then held by any paying agent of the Securities (other than the Trustee)
shall, upon written demand of the Company, be repaid to it or paid to the
Trustee, and thereupon such paying agent shall be released from all further
liability with respect to such moneys.

SECTION 11.04 RETURN OF UNCLAIMED MONEYS.

         Any moneys deposited with or paid to the Trustee or any paying agent
for payment of the principal of or premium, if any, or interest on Securities
and not applied but remaining unclaimed by the holders of Securities for two
years after the date upon which the principal of or premium, if any, or
interest (including Compounded Interest and Additional Sums, if any) on such
Securities, as the case may be, shall have become due and payable, shall be
repaid to the Company by the Trustee or such paying agent on written demand;
and the holder of any of the Securities shall thereafter look only to the
Company for any payment which such holder may be entitled to collect and all
liability of the Trustee or such paying agent with respect to such moneys
shall thereupon cease.

SECTION 11.05 DEFEASANCE UPON DEPOSIT OF MONEYS OR U.S. GOVERNMENT
OBLIGATIONS.

         The Company shall be deemed to have been Discharged (as defined
below) from its obligations with respect to the Securities on the 91st day
after the applicable conditions set forth below have been satisfied:

         (a) the Company shall have deposited or caused to be deposited
irrevocably with the Trustee or the Defeasance Agent (as defined below) as
trust funds in trust, specifically pledged as security for, and dedicated
solely to, the benefit of the holders of the Securities (i) money in an
amount, or (ii) U.S. Government Obligations which through the payment of
interest and principal 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 (iii) a combination of (i) and (ii), sufficient, in the opinion
(with respect to (ii) and (iii)) of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee and the Defeasance Agent, if any, to pay and
discharge each installment of principal of and interest and premium, if any,
on the outstanding Securities on the dates such installments of principal,
interest or premium are due;

         (b) if the Securities are then listed on any national securities
exchange, the Company shall have delivered to the Trustee and the Defeasance
Agent, if any, an Opinion of Counsel to the effect that the exercise of the
option under this SECTION 11.05 would not cause such Securities to be
delisted from such exchange;

         (c) no Default or Event of Default with respect to the Securities
shall result from such deposit or shall have occurred and be continuing on
the date of such deposit; and

         (d) the Company shall have delivered to the Trustee and the
Defeasance Agent, if any, an Opinion of Counsel to the effect that holders of
the Securities will not recognize income, gain or loss for United States
federal income tax purposes as a result of the exercise of the option under


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<Page>

this SECTION 11.05 and will be subject to United States federal income tax on
the same amount and in the same manner and at the same times as would have
been the case if such option had not been exercised, and such opinion shall
be based on a statute so providing or be accompanied by a private letter
ruling to that effect received from the United States Internal Revenue
Service or a revenue ruling pertaining to a comparable form of transaction to
that effect published by the United States Internal Revenue Service.

         "DISCHARGED" means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by, and obligations under, the
Securities and to have satisfied all the obligations under this Indenture
relating to the Securities (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except (A) the
rights of holders of Securities to receive, from the trust fund described in
clause (1) above, payment of the principal of and the interest and premium,
if any, on the Securities when such payments are due; (B) the Company's
obligations with respect to the Securities under SECTIONS 2.06, 2.07, 5.02
and 11.04; and (C) the rights, powers, trusts, duties and immunities of the
Trustee hereunder.

         "DEFEASANCE AGENT" means another financial institution which is
eligible to act as Trustee hereunder and which assumes all of the obligations
of the Trustee necessary to enable the Trustee to act hereunder. In the event
such a Defeasance Agent is appointed pursuant to this Section, the following
conditions shall apply:

         (a) The Trustee shall have approval rights over the document
appointing such Defeasance Agent and the document setting forth such
Defeasance Agent's rights and responsibilities;

         (b) The Defeasance Agent shall provide verification to the Trustee
acknowledging receipt of sufficient money and/or U. S. Government Obligations
to meet the applicable conditions set forth in this SECTION 11.05.

                                   ARTICLE XII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

SECTION 12.01 INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS.

         No recourse for the payment of the principal of or premium, if any,
or interest on any Security, or for any claim based thereon or otherwise in
respect thereof, and no recourse under or upon any obligation, covenant or
agreement of the Company in this Indenture, or in any Security, or because of
the creation of any indebtedness represented thereby, shall be had against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or of any successor Person to the Company, either
directly or through the Company or any successor Person to the Company,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly
understood that all such liability is hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture
and the issue of the Securities.


                                      49
<Page>

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

SECTION 13.01 SUCCESSORS.

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

SECTION 13.02 OFFICIAL ACTS BY SUCCESSOR CORPORATION.

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

SECTION 13.03 SURRENDER OF COMPANY POWERS.

         The Company by instrument in writing executed by authority of
two-thirds of its Board of Directors and delivered to the Trustee may surrender
any of the powers reserved to the Company, and thereupon such power so
surrendered shall terminate both as to the Company, as the case may be, and as
to any successor Person.

SECTION 13.04 ADDRESSES FOR NOTICES, ETC.

         Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Securities on the Company may be given or served by being deposited postage
prepaid by first class mail, registered or certified mail, overnight courier
service or conformed telecopy addressed (until another address is filed by the
Company with the Trustee for the purpose) to the Company at 500 South 27th
Street, Decatur, Illinois 62521, Attention: Chief Financial Officer. Any notice,
direction, request or demand by any Securityholder to or upon the Trustee shall
be deemed to have been sufficiently given or made, for all purposes, if given or
made in writing at the office of the Trustee, BNY Midwest Trust Company,
Attention: Corporate Trust Department (unless another address is provided by
the Trustee to the Company for such purpose). Any notice or communication to a
Securityholder shall be mailed by first class mail to his or her address shown
on the register kept by the Security Registrar.

SECTION 13.05 GOVERNING LAW.

         THIS INDENTURE AND EACH SECURITY SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES THEREOF.

SECTION 13.06 EVIDENCE OF COMPLIANCE WITH CONDITIONS PRECEDENT.

         Upon any application or request by the Company to the Trustee to take
any action under any of the provisions of this Indenture, the Company shall
furnish to the Trustee an Officers'


                                      50
<Page>

Certificate stating that in the opinion of the signers all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied
with.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or
covenant provided for in this Indenture (except certificates delivered
pursuant to SECTION 3.05) shall include (1) a statement that the Person
making such certificate or opinion has read such covenant or condition; (2) a
brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based; (3) a statement that, in the opinion of
such Person, he has made such examination or investigation as is necessary to
enable him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and (4) a statement as to whether or
not, in the opinion of such person, such condition or covenant has been
complied with.

SECTION 13.07 BUSINESS DAYS.

         In any case where the date of payment of principal of or premium, if
any, or interest on the Securities will not be a Business Day, the payment of
such principal of or premium, if any, or interest on the Securities need not be
made on such date but may be made on the next succeeding Business Day, with the
same force and effect as if made on the date of payment and no interest shall
accrue for the period from and after such date.

SECTION 13.08 TRUST INDENTURE ACT TO CONTROL.

         If and to the extent that any provision of this Indenture limits,
qualifies or conflicts with the duties imposed by Sections 310 to 317,
inclusive, of the Trust Indenture Act, such imposed duties shall control.

SECTION 13.09 TABLE OF CONTENTS, HEADINGS, ETC.

         The table of contents and the titles and headings of the articles and
sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.

SECTION 13.10 EXECUTION IN COUNTERPARTS.

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

SECTION 13.11 SEPARABILITY.

         In case any one or more of the provisions contained in this Indenture
or in the Securities shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity,


                                      51
<Page>

illegality or unenforceability shall not affect any other provisions of this
Indenture or of the Securities, but this Indenture and the Securities shall
be construed as if such invalid or illegal or unenforceable provision had
never been contained herein or therein.

SECTION 13.12 ASSIGNMENT.

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

SECTION 13.13 ACKNOWLEDGMENT OF RIGHTS.

         The Company acknowledges that, with respect to any Securities held by
the Trust or a trustee of such trust, if the Property Trustee of such Trust
fails to enforce its rights under this Indenture as the holder of the Securities
held as the assets of the Trust any holder of Preferred Securities may, to the
full extent permitted by law, institute legal proceedings directly against the
Company to enforce such Property Trustee's rights under this Indenture without
first instituting any legal proceedings against such Property Trustee or any
other person or entity. Notwithstanding the foregoing, if an Event of Default
has occurred and is continuing and such event is attributable to the failure of
the Company to pay principal of or premium, if any, or interest on the
Securities when due, the Company acknowledges that a holder of Preferred
Securities may directly institute a proceeding for enforcement of payment to
such holder of the principal of or premium, if any, or interest on the
Securities having a principal amount equal to the aggregate liquidation amount
of the Preferred Securities of such holder on or after the respective due date
specified in the Securities.

                                   ARTICLE XIV
                            REDEMPTION OF SECURITIES

SECTION 14.01 SPECIAL EVENT REDEMPTION.

         If, at any time, a Special Event has occurred and is continuing then,
notwithstanding SECTION 14.02(a), the Company shall have the right but not the
obligation, at any time within 90 days following the occurrence of such Special
Event, upon (i) not less than 45 days' written notice to the Trustee and (ii)
not less than 30 days' nor more than 60 days' written notice to the
Securityholders, to redeem the Securities, in whole (but not in part), at the
Special Event Redemption Price. Following a Special Event, if the Company wishes
to exercise its right of redemption pursuant to this SECTION 14.01, the Company
shall take such action as is necessary to promptly determine the Special Event
Redemption Price, including without limitation the appointment by the Company of
a Reference Treasury Dealer. The Company shall provide the Trustee with written
notice of the Special Event Redemption Price promptly after the calculation
thereof, which notice shall include any calculation made by the Reference
Treasury Dealer in connection with the determination of the Special Event
Redemption Price.


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The Company shall deposit with the Trustee an amount sufficient to pay the
Special Event Redemption Price by 10:00 a.m., New York City time, on the date
such Special Event Redemption Price is to be paid.

SECTION 14.02 OPTIONAL REDEMPTION BY COMPANY.

         Subject to the provisions of this ARTICLE XIV, the Company shall have
the right to redeem the Securities, in whole or in part, from time to time, at a
redemption price equal to the Optional Redemption Price.

         If the Securities are only partially redeemed pursuant to this SECTION
14.02, the Securities to be redeemed shall be selected on a pro rata basis not
more than 60 days prior to the date fixed for redemption from the outstanding
Securities not previously called for redemption; provided, however, that with
respect to Securityholders that would be required to hold Securities with an
aggregate principal amount of less than $100,000 but more than an aggregate
principal amount of zero as a result of such pro rata redemption, the Company
shall redeem Securities of each such Securityholder so that after such
redemption such Securityholder shall hold Securities either with an aggregate
principal amount of at least $100,000 or such Securityholder no longer holds
any Securities and shall use such method (including, without limitation, by
lot) as the Company shall deem fair and appropriate; provided, further, that
any such proration may be made on the basis of the aggregate principal amount
of Securities held by each Securityholder and may be made by making such
adjustments as the Company deems fair and appropriate in order that only
Securities in denominations of $1,000 or integral multiples thereof shall be
redeemed. The Company shall deposit with the Trustee an amount sufficient to
pay the Optional Redemption Price by 10:00 a.m., New York City time, on the
date such Optional Redemption Price is to be paid.

SECTION 14.03 NO SINKING FUND.

         The Securities are not entitled to the benefit of any sinking fund.

SECTION 14.04 NOTICE OF REDEMPTION; SELECTION OF SECURITIES.

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

         Each such notice of redemption shall specify the CUSIP number of the
Securities to be redeemed, the date fixed for redemption, the redemption
price at which the Securities are to be redeemed (or the method by which such
redemption price is to be calculated), the place or places


                                       53
<Page>

of payment that payment will be made upon presentation and surrender of the
Securities, that interest accrued to the date fixed for redemption will be
paid as specified in said notice, and that on and after said date interest
thereon or on the portions thereof to be redeemed will cease to accrue. If
less than all the Securities are to be redeemed the notice of redemption
shall specify the numbers of the Securities to be redeemed. In case any
Security is to be redeemed in part only, the notice of redemption shall state
the portion of the principal amount thereof to be redeemed and shall state
that on and after the date fixed for redemption, upon surrender of such
Security, a new Security or Securities in principal amount equal to the
unredeemed portion thereof will be issued.

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

         The Company will give the Trustee notice not less than 45 days prior
to the redemption date as to the aggregate principal amount of Securities to
be redeemed and the Trustee shall select, in such manner as in its sole
discretion it shall deem appropriate and fair, the Securities or portions
thereof (in integral multiples of $1,000, except as otherwise set forth in
the applicable form of Security) to be redeemed.

SECTION 14.05 PAYMENT OF SECURITIES CALLED FOR REDEMPTION.

         If notice of redemption has been given as provided in SECTION 14.04,
the Securities or portions of Securities with respect to which such notice
has been given shall become due and payable on the date and at the place or
places stated in such notice at the applicable Redemption Price, together
with interest accrued to the date fixed for redemption (subject to the rights
of holders of Securities on the close of business on a regular record date in
respect of an Interest Payment Date occurring on or prior to the redemption
date), and on and after said date (unless the Company shall default in the
payment of such Securities at the Redemption Price, together with interest
accrued to said date) interest (including Compounded Interest and Additional
Sums, if any) on the Securities or portions of Securities so called for
redemption shall cease to accrue. On presentation and surrender of such
Securities at a place of payment specified in said notice, the said
Securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable Redemption Price, together with interest
(including Compounded Interest and Additional Sums, if any) accrued thereon
to the date fixed for redemption (subject to the rights of holders of
Securities on the close of business on a regular record date in respect of an
Interest Payment Date occurring on or prior to the redemption date).

         Upon presentation of any Security redeemed in part only, the Company
shall execute and the Trustee shall authenticate and make available for
delivery to the holder thereof, at the expense of the Company, a new Security
or Securities of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.


                                       54
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                                   ARTICLE XV
                           SUBORDINATION OF SECURITIES

SECTION 15.01 AGREEMENT TO SUBORDINATE.

         The Company covenants and agrees, and each holder of Securities
issued hereunder likewise covenants and agrees, that the Securities shall be
issued subject to the provisions of this ARTICLE XV; and each holder of a
Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

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

         No provision of this ARTICLE XV shall prevent the occurrence of any
Default or Event of Default hereunder.

SECTION 15.02 DEFAULT ON SENIOR INDEBTEDNESS.

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

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

         In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee or any Securityholder when such payment is
prohibited by the preceding paragraphs of this SECTION 15.02, such payment
shall be held in trust for the benefit of, and shall be paid over or
delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant
to which any of such Senior Indebtedness may have been issued, as their
respective interests may appear.

SECTION 15.03 LIQUIDATION; DISSOLUTION; BANKRUPTCY.

         Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy,
insolvency, receivership or other proceedings, all Senior Indebtedness of the


                                      55
<Page>

Company shall first be paid in full, or payment thereof provided for in money
in accordance with its terms, before any payment is made by the Company on
account of the principal (and premium, if any) or interest (including
Compounded Interest and Additional Sums, if any) on the Securities; and upon
any such dissolution or winding-up or liquidation or reorganization, any
payment by the Company, or distribution of assets of the Company of any kind
or character, whether in cash, property or securities, to which the
Securityholders or the Trustee would be entitled to receive from the Company,
except for the provisions of this ARTICLE XV, shall be paid by the Company or
by any receiver, trustee in bankruptcy, liquidating trustee, agent or other
Person making such payment or distribution, or by the Securityholders or by
the Trustee under the Indenture if received by them or it, directly to the
holders of Senior Indebtedness of the Company (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such
holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant
to which any instruments evidencing such Senior Indebtedness may have been
issued, as their respective interests may appear, to the extent necessary to
pay all such Senior Indebtedness in full, in money in accordance with its
terms, after giving effect to any concurrent payment or distribution to or
for the holders of such Senior Indebtedness, before any payment or
distribution is made to the Securityholders or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received
by the Trustee or any Securityholder before all Senior Indebtedness is paid
in full, or provision is made for such payment in money in accordance with
its terms, such payment or distribution shall be held in trust for the
benefit of and shall be paid over or delivered to the holders of such Senior
Indebtedness or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing
such Senior Indebtedness may have been issued, as their respective interests
may appear, as calculated by the Company, for application to the payment of
all Senior Indebtedness remaining unpaid to the extent necessary to pay all
such Senior Indebtedness in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit
of the holders of such Senior Indebtedness.

         For purposes of this ARTICLE XV only, the words "assets of the
Company of any kind or character, whether cash, property or securities" shall
not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided
for by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this ARTICLE XV with respect
to the Securities to the payment of Senior Indebtedness that may at the time
be outstanding; provided that (i) such Senior Indebtedness is assumed by the
new corporation, if any, resulting from any such reorganization or
readjustment, and (ii) the rights of the holders of such Senior Indebtedness
are not, without the consent of such holders, altered by such reorganization
or readjustment. The consolidation of the Company with, or the merger of the
Company into, another Person or the liquidation or dissolution of the Company
following the sale, conveyance, transfer or lease of its property as an
entirety, or substantially as an entirety, to another Person upon the terms
and conditions provided for in ARTICLE X of this Indenture shall not be
deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this SECTION 15.03 if such other Person shall, as a part of such
consolidation, merger, sale, conveyance, transfer or lease, comply with the
conditions stated in


                                      56
<Page>


ARTICLE X of this Indenture. Nothing in SECTION 15.02 or in this SECTION
15.03 shall apply to claims of, or payments to, the Trustee under or pursuant
to SECTION 6.06 of this Indenture.

         Nothing contained in this ARTICLE XV or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as between the Company,
its creditors other than the holders of Senior Indebtedness of the Company,
and the holders of the Securities, the obligation of the Company, which is
absolute and unconditional, to pay to the holders of the Securities the
principal of (and premium, if any) and interest (including Compounded
Interest and Additional Sums, if any) on the Securities as and when the same
shall become due and payable in accordance with their terms, or is intended
to or shall affect the relative rights of the holders of the Securities and
creditors of the Company, as the case may be, other than the holders of
Senior Indebtedness of the Company, as the case may be, nor shall anything
herein or therein prevent the occurrence of an Event of Default under ARTICLE
V or prevent the Trustee or the holder of any Security from exercising all
remedies otherwise permitted by applicable law upon the occurrence of a
Default or an Event of Default under the Indenture, subject to the rights, if
any, under this ARTICLE XV of the holders of such Senior Indebtedness in
respect of cash, property or securities of the Company, as the case may be,
received upon the exercise of any such remedy.

SECTION 15.04 SUBROGATION.

         Subject to the payment in full of all Senior Indebtedness, the rights
of the Securityholders shall be subrogated to the rights of the holders of such
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company, as the case may be, applicable to such Senior
Indebtedness until the principal of (and premium, if any) and interest on the
Securities shall be paid in full; and, for the purposes of such subrogation, no
payments or distributions to the holders of such Senior Indebtedness of any
cash, property or securities to which the Securityholders or the Trustee would
be entitled except for the provisions of this ARTICLE XV, and no payment over
pursuant to the provisions of this ARTICLE XV to or for the benefit of the
holders of such Senior Indebtedness by Securityholders or the Trustee, shall, as
between the Company, its creditors other than holders of Senior Indebtedness of
the Company, and the holders of the Securities, be deemed to be a payment by the
Company to or on account of such Senior Indebtedness. It is understood that the
provisions of this ARTICLE XV are and are intended solely for the purposes of
defining the relative rights of the holders of the Securities, on the one hand,
and the holders of such Senior Indebtedness on the other hand.

SECTION 15.05 TRUSTEE TO EFFECTUATE SUBORDINATION.

         Each Securityholder by such Securityholder's acceptance thereof
authorizes and directs the Trustee on such Securityholder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this ARTICLE XV and appoints the Trustee such Securityholder's
attorney-in-fact for any and all such purposes.

SECTION 15.06 NOTICE BY THE COMPANY.

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Securities
pursuant to the provisions of this ARTICLE XV.


                                      57
<Page>

Notwithstanding the provisions of this ARTICLE XV or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment of
monies to or by the Trustee in respect of the Securities pursuant to the
provisions of this ARTICLE XV, unless and until a Responsible Officer of the
Trustee shall have received written notice thereof from the Company or a
holder or holders of Senior Indebtedness or from any trustee therefor; and
before the receipt of any such written notice, the Trustee, subject to the
provisions of ARTICLE VI of this Indenture, shall be entitled in all respects
to assume that no such facts exist; provided, however, that if the Trustee
shall not have received the notice provided for in this SECTION 15.06 at
least two Business Days prior to the date upon which by the terms hereof any
money may become payable for any purpose (including, without limitation, the
payment of the principal of (or premium, if any) or interest (including
Compounded Interest and Additional Sums, if any) on any Security, then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to
the purposes for which they were received, and shall not be affected by any
notice to the contrary that may be received by it within two Business Days
prior to such date.

         The Trustee, subject to the provisions of ARTICLE VI of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Company (or a trustee on behalf of such holder), as the
case may be, to establish that such notice has been given by a holder of such
Senior Indebtedness or a trustee on behalf of any such holder or holders. In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of such Senior
Indebtedness to participate in any payment or distribution pursuant to this
ARTICLE XV, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent
to the rights of such Person under this ARTICLE XV, and, if such evidence is
not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

         Upon any payment or distribution of assets of the Company referred
to in this ARTICLE XV, the Trustee and the Securityholders shall be entitled
to rely upon any order or decree entered by any court of competent
jurisdiction in which such insolvency, bankruptcy, receivership, liquidation,
reorganization, dissolution, winding up or similar case or proceeding is
pending, or a certificate of the trustee in bankruptcy, liquidating trustee,
custodian, receiver, assignee for the benefit of creditors, agent or other
person making such payment or distribution, delivered to the Trustee or to
the Securityholders, for the purpose of ascertaining the persons entitled to
participate in such payment or distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all
other facts pertinent thereto or to this ARTICLE XV.

SECTION 15.07 RIGHTS OF THE TRUSTEE; HOLDERS OF SENIOR INDEBTEDNESS.

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


                                      58
<Page>

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

         Nothing in this ARTICLE XV shall apply to claims of, or payments to,
the Trustee under or pursuant to SECTION 6.06.

SECTION 15.08 SUBORDINATION MAY NOT BE IMPAIRED.

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

         Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Indebtedness of the Company may, at any time
and from time to time, without the consent of or notice to the Trustee or the
Securityholders, without incurring responsibility to the Securityholders and
without impairing or releasing the subordination provided in this ARTICLE XV
or the obligations hereunder of the holders of the Securities to the holders
of such Senior Indebtedness, do any one or more of the following: (i) change
the manner, place or terms of payment or extend the time of payment of, or
renew or alter, such Senior Indebtedness, or otherwise amend or supplement in
any manner such Senior Indebtedness or any instrument evidencing the same or
any agreement under which such Senior Indebtedness is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing such Senior Indebtedness; (iii) release any Person liable
in any manner for the collection of such Senior Indebtedness; and (iv)
exercise or refrain from exercising any rights against the Company, as the
case may be, and any other Person.

SECTION 15.09 ARTICLE APPLICABLE TO PAYING AGENTS.

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


                                      59
<Page>

SECTION 15.10 TRUST MONEYS NOT SUBORDINATED.

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

                                   ARTICLE XVI
                      EXTENSION OF INTEREST PAYMENT PERIOD

SECTION 16.01 EXTENSION OF INTEREST PAYMENT PERIOD.

         So long as no Event of Default has occurred and is continuing, the
Company shall have the right, at any time and from time to time during the term
of the Securities, to defer payments of interest by extending the interest
payment period of such Securities for a period not exceeding 10 consecutive
semi-annual periods, including the first such semi-annual period during such
extension period (the "EXTENDED INTEREST PAYMENT PERIOD"), during which Extended
Interest Payment Period no interest shall be due and payable; provided that no
Extended Interest Payment Period shall end on a date other than an Interest
Payment Date or extend beyond the Maturity Date. To the extent permitted by
applicable law, interest, the payment of which has been deferred because of the
extension of the interest payment period pursuant to this SECTION 16.01, will
bear interest thereon at the Coupon Rate compounded semi-annually for each
semi-annual period of the Extended Interest Payment Period ("COMPOUNDED
INTEREST"). At the end of the Extended Interest Payment Period, the Company
shall pay all interest accrued and unpaid on the Securities, including any
Additional Sums and Compounded Interest (together, "DEFERRED INTEREST") that
shall be payable to the holders of the Securities in whose names the Securities
are registered in the Security Register on the first record date preceding the
end of the Extended Interest Payment Period. Before the termination of any
Extended Interest Payment Period, the Company may further defer payments of
interest by further extending such period; provided that such period, together
with all such previous and further extensions within such Extended Interest
Payment Period, shall not exceed 10 consecutive semi-annual periods, including
the first such semi-annual period during such Extended Interest Payment Period,
end on a date other than an Interest Payment Date or extend beyond the Maturity
Date of the Securities. Upon the termination of any Extended Interest Payment
Period and the payment of all Deferred Interest then due, the Company may
commence a new Extended Interest Payment Period, subject to the foregoing
requirements. No interest shall be due and payable during an Extended Interest
Payment Period, except at the end thereof, but the Company may prepay at any
time all or any portion of the interest accrued during an Extended Interest
Payment Period.

SECTION 16.02 NOTICE OF EXTENSION.

         (a) If the Property Trustee is the only registered holder of the
Securities at the time the Company selects an Extended Interest Payment Period,
the Company shall give written notice to the Administrative Trustees, the
Property Trustee and the Trustee of its selection of such


                                       60
<Page>

Extended Interest Payment Period five Business Days before the earlier of (i)
the next succeeding date on which Distributions on the Trust Securities
issued by the Trust are payable, or (ii) the date the Trust is required to
give notice of the record date, or the date such Distributions are payable,
to any national securities exchange or to holders of the Preferred Securities
issued by the Trust, but in any event at least five Business Days before such
record date.

         (b) If the Property Trustee is not the only holder of the Securities at
the time the Company selects an Extended Interest Payment Period, the Company
shall give the holders of the Securities and the Trustee written notice of its
selection of such Extended Interest Payment Period at least 10 Business Days
before the earlier of (i) the next succeeding Interest Payment Date, or (ii) the
date the Company is required to give notice of the record or payment date of
such interest payment to any national securities exchange.

         (c) The semi-annual period in which any notice is given pursuant to
paragraphs (a) or (b) of this SECTION 16.02 shall be counted as one of the 10
semi-annual periods permitted in the maximum Extended Interest Payment Period
permitted under SECTION 16.01.

         BNY Midwest Trust Company hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

<Page>


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed by their respective officers thereunto duly authorized, as of the
day and year first above written.

                                           ILLINOIS POWER COMPANY



                                           By: _________________________________



                                           BNY MIDWEST TRUST COMPANY,
                                           as Trustee



                                           By:__________________________________


                                       61
<Page>

                                    EXHIBIT A
                           (FORM OF FACE OF SECURITY)

         The holder of this security by its acceptance hereof also agrees,
represents and warrants that either (i) it is not an employee benefit or other
plan subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA") or Section 4975 of the Internal Revenue Code of 1986, as amended, or
an entity whose underlying assets include "Plan Assets" by reason of any such
plan's investment in the entity and is not purchasing or holding such securities
on behalf of or with "Plan Assets" or (ii) it is eligible for the exemptive
relief available under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 with respect to
such purchase and holding.






                                       62
<Page>

No.______________

                             ILLINOIS POWER COMPANY
                               ________% DEBENTURE
                            DUE ______________, ____

         Illinois Power Company, an Illinois corporation (the "Company", which
term includes any successor Person under the Indenture hereinafter referred to),
for value received, hereby promises to pay to BNY Midwest Trust Company, as
Property Trustee for Illinois Power Financing II or registered assigns, the
principal sum of __________________ DOLLARS ($__________) on _________, ___ (the
"Maturity Date"), unless previously redeemed, and to pay interest on the
outstanding principal amount hereof from ___________, ____, or from the most
recent interest payment date (each such date, an "Interest Payment Date") to
which interest has been paid or duly provided for, semi-annually (subject to
deferral as set forth herein) in arrears on __________ and __________ of each
year, commencing ______________, ____, at the rate of ____% per annum until the
principal hereof shall have become due and payable, and on any overdue principal
and premium, if any, and (without duplication and to the extent that payment of
such interest is enforceable under applicable law) on any overdue installment of
interest at the same rate per annum compounded semi-annually. The amount of
interest payable on any Interest Payment Date shall be computed on the basis of
a 360-day year of twelve 30-day months and, for any period less than a full
calendar month, the number of days elapsed in such month. In the event that any
date on which the principal of (or premium, if any) or interest on this Security
is payable is not a Business Day, then the payment payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest
or other payment in respect of any such delay), except that if such next
succeeding Business Day falls in the next calendar year, then such payment shall
be made on the immediately preceding Business Day, in each case with the same
force and effect as if made on the date such payment is otherwise required.
Pursuant to the Indenture, in certain circumstances the Company will be required
to pay Additional Sums and Compounded Interest (each as defined in the
Indenture) with respect to this Security.

         The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Security (or one or more Predecessor
Securities, as defined in said Indenture) is registered at the close of business
on the regular record date for such interest installment, which shall be at the
close of business on the _____ day of the month preceding the month in which the
relevant interest payment date falls. Any such interest installment not
punctually paid or duly provided for shall forthwith cease to be payable to the
holders on such regular record date and may be paid to the Person in whose name
this Security (or one or more Predecessor Securities) is registered at the close
of business on a special record date to be fixed by the Trustee for the payment
of such defaulted interest, notice whereof shall be given to the holders of
Securities not less than 10 days prior to such special record date, or may be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in the Indenture.


                                       63
<Page>

         The principal of (and premium, if any) and interest (including
Compounded Interest and Additional Sums, if any) on this Security shall be
payable at the office or agency of the Trustee maintained for that purpose in
any coin or currency of the United States of America that at the time of payment
is legal tender for payment of public and private debts; provided, however,
that, payment of interest may be made at the option of the Company by (i) check
mailed to the holder at such address as shall appear in the Security Register or
(ii) by transfer to an account maintained by the Person entitled thereto;
provided that proper written transfer instructions have been received by the
relevant record date. Notwithstanding the foregoing, so long as the Holder of
this Security is the Property Trustee, the payment of the principal of (and
premium, if any) and interest (including Compounded Interest and Additional
Sums, if any) on this Security will be made at such place and to such account as
may be designated by the Property Trustee.

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

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

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

         IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed and sealed.


Dated: Date of authentication        ILLINOIS POWER COMPANY

                                     By:________________________________________

                                     Attest:



                                     By:________________________________________


                                       64
<Page>

                     (FORM OF CERTIFICATE OF AUTHENTICATION)
                          CERTIFICATE OF AUTHENTICATION

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


BNY Midwest Trust Company,
as Trustee

By:_________________________________
Authorized Signatory

Dated:______________________________




                                       65
<Page>

                          (FORM OF REVERSE OF SECURITY)

         This Security is one of the Securities of the Company (herein
sometimes referred to as the "SECURITIES"), specified in the Indenture, all
issued or to be issued under and pursuant to an Indenture, dated as of
___________, ___ (the "INDENTURE"), duly executed and delivered between the
Company and BNY Midwest Trust Company, as Trustee (the "TRUSTEE"), to which
Indenture reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Trustee, the
Company and the holders of the Securities.

         Upon the occurrence and continuation of a Special Event at any time,
the Company shall have the right, at any time within 90 days following the
occurrence of such Special Event, to redeem this Security in whole (but not in
part) at the Special Event Redemption Price. "SPECIAL EVENT REDEMPTION PRICE"
shall mean, with respect to any redemption of the Securities following a Special
Event, an amount in cash equal to 100% of the principal amount of the Securities
to be redeemed plus accrued and unpaid interest thereon (including Additional
Sums and Compounded Interest, if any) to the date of redemption.

         In addition, the Company shall have the right to redeem this Security,
in whole or in part, at any time (an "OPTIONAL REDEMPTION"), at a redemption
price (the "OPTIONAL REDEMPTION PRICE") equal to the greater of (i) 100% of the
principal amount of the Securities to be so redeemed plus accrued and unpaid
interest thereon (including Additional Sums, if any) to the date of redemption
and (ii) the sum of the present values of the remaining scheduled payments of
principal of the Securities to be so redeemed and interest thereon (including
Additional Sums, if any) discounted to the date of redemption, on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months), at the
Treasury Rate (as defined herein) plus ___ basis points plus accrued interest
thereon to the date of redemption.

         "COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.

         "TREASURY RATE" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.

         "COMPARABLE TREASURY PRICE" means, with respect to any redemption date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, the average of
the Reference Treasury Dealer Quotations for such redemption date.


                                       66
<Page>

         "REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to the
Reference Treasury Dealer and any redemption date, the average, as determined by
the Debenture Trustee, of the bid and asked prices for the Comparable Treasury
Issue (expressed in each case as a percentage of its principal amount) quoted in
writing to the Debenture Trustee by the Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such redemption date.

         "REFERENCE TREASURY DEALER" means ________________ and its successors;
provided however, that if _______________ shall cease to be a primary U.S.
Government securities dealer in New York City (a "PRIMARY TREASURY DEALER"), the
Company shall substitute therefor another Primary Treasury Dealer.

         The Optional Redemption Price or the Special Event Redemption Price,
as the case requires, shall be deposited with the Trustee by 10:00 a.m., New
York City time, on the date such Redemption Price is to be paid. Any
redemption pursuant to this paragraph will be made upon not less than 30 days
nor more than 60 days notice. If the Securities are only partially redeemed by
the Company pursuant to an Optional Redemption, the particular Securities to
be redeemed shall be selected on a pro rata basis not more than 60 days prior
to the date fixed for redemption from the outstanding Securities not
previously called for redemption; provided, however, that with respect to
Securityholders that would be required to hold Securities with an aggregate
principal amount of less than $100,000 but more than an aggregate principal
amount of zero as a result of such pro rata redemption, the Company shall
redeem Securities of each such Securityholder so that after such redemption
such Securityholder shall hold Securities either with an aggregate principal
amount of at least $100,000 or such Securityholder no longer holds any
Securities and shall use such method (including, without limitation, by lot)
as the Company shall deem fair and appropriate; provided, further, that any
such proration may be made on the basis of the aggregate principal amount of
Securities held by each Securityholder thereof and may be made by making such
adjustments as the Company deems fair and appropriate in order that only
Securities in denominations of $1,000 or integral multiples thereof shall be
redeemed.

         In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof will be issued in the
name of the holder hereof upon the cancellation hereof.

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

         The Indenture contains provisions for satisfaction and discharge of the
entire indebtedness of this Security upon compliance by the Company with certain
conditions set forth in the Indenture.

         The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the holders of a majority in aggregate principal
amount of the Securities at the time


                                       67
<Page>

outstanding, as defined in the Indenture, to execute supplemental indentures
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of modifying in any
manner the rights of the holders of the Securities; provided, however, that no
such supplemental indenture shall become effective without the consent of the
holders of a majority in liquidation amount of Trust Securities (if the
Securities are held by the Property Trustee) or shall, without the consent of
each holder of Securities then outstanding and affected thereby, (i) change
the Maturity Date of any Securities, or reduce the principal amount thereof,
or reduce any amount payable on redemption thereof, or reduce the rate or
extend the time of payment of interest thereon (subject to ARTICLE XVI of the
Indenture), or make the principal of, or interest or premium on, the
Securities payable in any coin or currency other than U.S. dollars, or impair
or affect the right of any holder of Securities to institute suit for the
payment thereof, or (ii) reduce the aforesaid percentage of Securities, the
holders of which are required to consent to any such supplemental indenture.
The Indenture also contains provisions permitting the holders of a majority in
aggregate principal amount of the Securities at the time outstanding affected
thereby, on behalf of all of the holders of the Securities, to waive any past
default in the performance of any of the covenants contained in the Indenture,
or established pursuant to the Indenture, and its consequences, subject to the
consent of the holders of a majority in liquidation amount of Trust Securities
(if the Securities are held by the Property Trustee), except a default in the
payment of the principal of or premium, if any, or interest on any of the
Securities or a default in respect of any covenant or provision under which
the Indenture cannot be modified or amended without the consent of each holder
of Securities then outstanding. Any such consent or waiver by the holder of
this Security (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future holders and owners
of this Security and of any Security issued in exchange herefor or in place
hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this
Security.

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

         So long as no Event of Default shall have occurred and be continuing,
the Company shall have the right, at any time and from time to time during the
term of the Securities, to defer payments of interest by extending the interest
payment period of such Securities for a period not exceeding 10 consecutive
semi-annual periods, including the first such semi-annual period during such
extension period, and not extending beyond the Maturity Date of the Securities
(an "EXTENDED INTEREST PAYMENT PERIOD") or ending on a date other than an
Interest Payment Date, at the end of which period the Company shall pay all
interest then accrued and unpaid (together with interest thereon at the rate
specified for the Securities to the extent that payment of such interest is
enforceable under applicable law). Before the termination of any such Extended
Interest Payment Period, the Company may further defer payments of interest by
further extending such Extended Interest Payment Period; provided that such
Extended Interest Payment Period, together with all such previous and further
extensions within such Extended Interest Payment Period, (i) shall not exceed 10
consecutive semi-annual periods, including the first semi-annual period during
such Extended Interest Payment Period, (ii) shall not end on any date other than
an Interest Payment Date, and (iii) shall not extend beyond the Maturity Date of
the Securities. Upon the termination of any such Extended Interest Payment
Period and the payment


                                       68
<Page>

of all accrued and unpaid interest and any additional amounts then due, the
Company may commence a new Extended Interest Payment Period, subject to the
foregoing requirements.

         The Company has agreed that it will not (i) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company's capital stock
(which includes common and preferred stock) (other than (a) dividends or
distributions in shares of, or options, warrants or rights to subscribe for
or purchase shares of, Common Stock, (b) any declaration of a dividend in
connection with the implementation of a stockholder's rights plan, or the
issuance of stock under any such plan in the future, or the redemption or
repurchase of any such rights pursuant thereto, (c) as a result of a
reclassification of the Company's capital stock or the exchange or the
conversion of one class or series of the Company's capital stock, for another
class or series of the Company's capital stock, (d) the purchase of
fractional interests in shares of the Company's capital stock pursuant to the
exchange or conversion of such capital stock or the security being exchanged
or converted, and (e) purchases of Common Stock related to the issuance of
Common Stock or rights under any of the Company's benefit plans for its
directors, officers or employees or any of the Company's dividend
reinvestment plans) or (ii) make any payment of principal, interest or
premium, if any, on or repay or repurchase or redeem any debt securities of
the Company that rank PARI PASSU with or junior in right of payment to the
Securities or (iii) make any guarantee payments with respect to any guarantee
(other than payments under the Preferred Securities Guarantee) by the Company
of the debt securities of any Subsidiary of the Company if such guarantee
ranks PARI PASSU or junior in right of payment to the Securities if at such
time (1) there shall have occurred any event of which the Company has actual
knowledge that (a) with the giving of notice or the lapse of time, or both,
would be, an Event of Default and (b) in respect of which the Company shall
not have taken reasonable steps to cure, (2) an Event of Default hereunder
shall have occurred and be continuing, (3) if the Securities are held by the
Property Trustee, the Company shall be in default with respect to its payment
obligations under the Preferred Securities Guarantee or (4) the Company shall
have given notice of its election of the exercise of its right to extend the
interest payment period and any such extension shall be continuing.

         Subject to the receipt by the Company of an opinion of counsel to the
effect that such distribution will not be a taxable event to holders of
Preferred Securities, the Company will have the right at any time to liquidate
the Trust and cause the Securities to be distributed to the holders of the Trust
Securities in liquidation of the Trust.

         The Securities are issuable only in registered form without coupons in
denominations of $1,000.00 and any integral multiple thereof. As provided in the
Indenture and subject to the transfer restrictions limitations as may be
contained herein and therein from time to time, this Security is transferable by
the holder hereof on the Security Register of the Company, upon surrender of
this Security for registration of transfer at the office or agency of the
Company in The City and State of New York accompanied by a written instrument or
instruments of transfer in form satisfactory to the Company or the Trustee duly
executed by the holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of authorized denominations and for the
same aggregate principal amount and series will be issued to the designated
transferee or transferees. No service charge will be made for any such
registration of transfer, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in relation
thereto.


                                       69
<Page>

         Prior to due presentment for registration of transfer of this Security,
the Company, the Trustee, any authenticating agent, any paying agent, any
transfer agent and the registrar may deem and treat the holder hereof as the
absolute owner hereof (whether or not this Security shall be overdue and
notwithstanding any notice of ownership or writing hereon made by anyone other
than the Security Registrar) for the purpose of receiving payment of or on
account of the principal hereof and premium, if any, and (subject to the
Indenture) interest due hereon and for all other purposes, and neither the
Company nor the Trustee nor any authenticating agent nor any paying agent nor
any transfer agent nor any registrar shall be affected by any notice to the
contrary.

         No recourse shall be had for the payment of the principal of or
premium, if any, or interest on this Security, or for any claim based hereon, or
otherwise in respect hereof, or based on or in respect of the Indenture, against
any incorporator, stockholder, officer or director, past, present or future, as
such, of the Company or of any predecessor or successor Person, whether by
virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise, all such liability being, by the acceptance
hereof and as part of the consideration for the issuance hereof, expressly
waived and released.

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

         THE INDENTURE AND THE SECURITIES SHALL BE DEEMED TO BE A CONTRACT MADE
UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.


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