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                                                                    EXHIBIT 4-15

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                    NEW YORK STATE ELECTRIC & GAS CORPORATION


                                       and


                              JPMORGAN CHASE BANK,
                                   AS TRUSTEE


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


                                    INDENTURE

                           Dated as of ________, 2002


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




                        Senior Unsecured Debt Securities

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                                TABLE OF CONTENTS

                                   ----------


                                                                           Page

RECITALS OF THE COMPANY.....................................................1

ARTICLE ONE  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION........1

SECTION 101. DEFINITIONS....................................................1
      Act...................................................................2
      Affiliate.............................................................2
      Authenticating Agent..................................................2
      Board of Directors....................................................2
      Board Resolution......................................................2
      Business Day..........................................................2
      Commission............................................................2
      Company...............................................................2
      Company Order or Company Request......................................2
      Corporate Trust Office................................................2
      corporation...........................................................2
      Defaulted Interest....................................................2
      Depositary............................................................3
      Discharged............................................................3
      Event of Default......................................................3
      Exchange Act..........................................................3
      Global Security.......................................................3
      Holder................................................................3
      Indebtedness..........................................................3
      Indenture.............................................................3
      Indexed Security......................................................4
      interest..............................................................4
      Interest Payment Date.................................................4
      Maturity..............................................................4
      Officers' Certificate.................................................4
      Opinion of Counsel....................................................4
      Original Issue Discount Security......................................4
      Outstanding...........................................................5
      Paying Agent..........................................................5
      Periodic Offering.....................................................6
      Person................................................................6
      Place of Payment......................................................6
      Predecessor Security..................................................6
      Redemption Date.......................................................6
      Redemption Price......................................................6
      Regular Record Date...................................................6
      Repayment Price.......................................................6
      Responsible Officer...................................................6
      Security..............................................................6
      Security Register and Security Registrar..............................6
      Special Record Date...................................................7
      Stated Maturity.......................................................7


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      Tranche...............................................................7
      Trustee...............................................................7
      Trust Indenture Act...................................................7
      U.S. Government Obligations...........................................7
      Vice President........................................................7

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS...........................8

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.........................8

SECTION 104. ACTS OF HOLDERS................................................9

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.........................10

SECTION 106. NOTICE TO HOLDERS; WAIVER.....................................11

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.............................11

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS......................11

SECTION 109. SUCCESSORS AND ASSIGNS........................................12

SECTION 110. SEPARABILITY CLAUSE...........................................12

SECTION 111. BENEFITS OF INDENTURE.........................................12

SECTION 112. GOVERNING LAW.................................................12

SECTION 113. LEGAL HOLIDAYS................................................12

ARTICLE TWO  SECURITY FORMS................................................12

SECTION 201. FORMS GENERALLY...............................................12

SECTION 202. FORM OF FACE OF SECURITY......................................13

SECTION 203. FORM OF REVERSE OF SECURITY...................................15

SECTION 204. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION...............18

ARTICLE THREE  THE SECURITIES..............................................18

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES..........................18

SECTION 302. DENOMINATIONS.................................................22

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING................22

SECTION 304. TEMPORARY SECURITIES..........................................24

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE...........25


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                                                                          PAGE

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES..............26

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED................27

SECTION 308. PERSONS DEEMED OWNERS.........................................27

SECTION 309. CANCELLATION..................................................28

SECTION 310. COMPUTATION OF INTEREST.......................................28

SECTION 311. GLOBAL SECURITIES.............................................28

SECTION 312. PERIODIC OFFERING OF SECURITIES...............................29

SECTION 313. CUSIP NUMBERS.................................................30

ARTICLE FOUR  SATISFACTION AND DISCHARGE...................................30

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.......................30

SECTION 402. APPLICATION OF TRUST MONEY....................................31

SECTION 403. SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES OF ANY
             SERIES........................................................32

ARTICLE FIVE  REMEDIES.....................................................34

SECTION 501. EVENTS OF DEFAULT.............................................34

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT............35

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
             TRUSTEE.......................................................36

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM..............................37

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES...37

SECTION 506. APPLICATION OF MONEY COLLECTED................................38

SECTION 507. LIMITATION ON SUITS...........................................38

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
             AND INTEREST..................................................39

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES............................39

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE................................39

SECTION 511. DELAY OR OMISSION NOT WAIVER..................................40

SECTION 512. CONTROL BY HOLDERS............................................40

SECTION 513. WAIVER OF PAST DEFAULTS.......................................40


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SECTION 514. UNDERTAKING FOR COSTS.........................................41

SECTION 515. WAIVER OF STAY OR EXTENSION LAWS..............................41

ARTICLE SIX  THE TRUSTEE...................................................41

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES...........................41

SECTION 602. NOTICE OF DEFAULTS............................................42

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.....................................43

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES........44

SECTION 605. MAY HOLD SECURITIES...........................................44

SECTION 606. MONEY HELD IN TRUST...........................................44

SECTION 607. COMPENSATION AND REIMBURSEMENT................................44

SECTION 608. CONFLICTING INTERESTS.........................................45

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.......................45

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.....45

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR........................47

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS...48

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.............48

SECTION 614. AUTHENTICATING AGENTS.........................................48

ARTICLE SEVEN  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY...........49

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.....49

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS........50

SECTION 703. REPORTS BY TRUSTEE............................................51

SECTION 704. REPORTS BY COMPANY............................................52

ARTICLE EIGHT  CONSOLIDATION, MERGER, CONVEYANCE, SALE OR TRANSFER.........53

SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS..........53

SECTION 802. SUCCESSOR PERSON TO BE SUBSTITUTED............................53

ARTICLE NINE  SUPPLEMENTAL INDENTURES......................................54


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SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS............54

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS...............55

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES..........................56

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.............................56

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT...........................56

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES............56

ARTICLE TEN  COVENANTS.....................................................57

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST...................57

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY..............................57

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST............57

SECTION 1004. CORPORATE EXISTENCE..........................................59

SECTION 1005. MAINTENANCE OF PROPERTIES....................................59

SECTION 1006. MAINTENANCE OF INSURANCE.....................................59

SECTION 1007. STATEMENT BY OFFICERS AS TO DEFAULT..........................59

SECTION 1008. DEFEASANCE OF CERTAIN OBLIGATIONS............................59

SECTION 1009. WAIVER OF CERTAIN COVENANTS..................................61

SECTION 1010. FURTHER ASSURANCES...........................................61

ARTICLE ELEVEN  REDEMPTION OF SECURITIES...................................61

SECTION 1101. APPLICABILITY OF ARTICLE.....................................61

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE........................62

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED............62

SECTION 1104. NOTICE OF REDEMPTION.........................................63

SECTION 1105. DEPOSIT OF REDEMPTION PRICE..................................64

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE........................64

SECTION 1107. SECURITIES REDEEMED IN PART..................................64

ARTICLE TWELVE  SINKING FUNDS..............................................65


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SECTION 1201. APPLICABILITY OF ARTICLE.....................................65

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES........65

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND....................65

ARTICLE THIRTEEN  MISCELLANEOUS............................................66

SECTION 1301. COUNTERPARTS.................................................66

TESTIMONIUM................................................................67

SIGNATURES.................................................................67



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            INDENTURE, dated as of ________, 2002, between NEW YORK STATE
ELECTRIC & GAS CORPORATION, a corporation duly organized and existing under the
laws of the State of New York (the "Company"), having its principal office at
P.O. Box 3287, Ithaca, NY 14852-3287 and JPMORGAN CHASE BANK, a New York banking
corporation, as Trustee (the "Trustee").

                             RECITALS OF THE COMPANY

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

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

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

            (i) the terms defined in this Section have the meanings assigned to
      them in this Section and include the plural as well as the singular;

            (ii) all other terms used herein which are defined in the Trust
      Indenture Act, either directly or by reference therein, have the meanings
      assigned to them therein;

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

            (iv) 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.

            The following terms have the following meanings:

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            "Act", when used with respect to any Holder, has the meaning
specified in Section 104 hereof.

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

            "Authenticating Agent" means any Person authorized by the Trustee to
authenticate and deliver Securities of one or more series on behalf of the
Trustee pursuant to Section 614 hereof.

            "Board of Directors" means either the board of directors of the
Company or any duly authorized committee of that board.

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

            "Business Day", when used with respect to any Place of Payment,
means a day other than (i) a Saturday or a Sunday, (ii) a day on which banking
institutions in that Place of Payment are authorized or obligated by law or
executive order to remain closed or (iii) a day on which the Corporate Trust
Office of the Trustee is closed for business.

            "Commission" means 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 instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

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

            "Company Order" or "Company Request" means, respectively, a written
order or request signed in the name of the Company by its Chairman, any
Vice-Chairman, its President, any Executive or Senior Vice President or any Vice
President, and by its Treasurer or any Assistant Treasurer, its Controller, its
Assistant Controller, its Secretary or an Assistant Secretary, and delivered to
the Trustee.

            "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business is principally administered,
which at the date hereof is 450 West 33rd Street, New York, New York 10001,
Attention: Institutional Trust Services.

            "corporation" means a corporation, association, company,
joint-stock company or business trust.

            "Defaulted Interest" has the meaning specified in Section 307
hereof.


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            "Depositary" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 301 hereof, which must be a clearing agency registered under the
Exchange Act, and, if so provided pursuant to Section 301 hereof with respect to
the Securities of a series, any successor to such Person. If at any time there
is more than one such Person, "Depositary" shall mean, with respect to any
series of Securities, the qualifying entity which has been appointed with
respect to the Securities of that series.

            "Discharged" means, with respect to the Securities of any series,
the discharge of the entire Indebtedness represented by, and obligations of the
Company under, the Securities of such series and the satisfaction of all the
obligations of the Company under this Indenture relating to the Securities of
such series, except (A) the rights of Holders of the Securities of such series
to receive, from the trust fund described in Section 403 hereof, payment of the
principal of and interest and premium, if any, on the Securities of such series
when such payments are due, (B) the Company's obligations with respect to the
Securities of such series with respect to registration, transfer, exchange and
maintenance of a Place of Payment, (C) the rights, powers, trusts, duties,
protections and immunities of the Trustee under this Indenture, and (D) the
other rights and obligations set forth in Section 403(a) through (d) hereof.

            "Event of Default" has the meaning specified in Section 501 hereof.

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
and any statute successor thereto, in each case as amended from time to time.

            "Global Security" means a Security evidencing all or part of a
series of Securities, issued to the Depositary or a nominee thereof for such
series in accordance with Section 301(16).

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

            "Indebtedness" means, with respect to any Person (without
duplication), (a) any liability of such Person (1) for borrowed money or under
any reimbursement obligation relating to a letter of credit, financial bond or
similar instrument or agreement, (2) evidenced by a bond, note, debenture or
similar instrument or agreement (including a purchase money obligation) given in
connection with the acquisition of any business, properties or assets of any
kind (other than a trade payable or a current liability arising in the ordinary
course of business or a performance bond or similar obligation), or (3) for the
payment of money relating to any obligations under any capital lease of real or
personal property; (b) any liability of others described in the preceding clause
(a) that the Person has guaranteed or that is otherwise its legal liability to
the extent of 20% of the principal amount of Indebtedness so guaranteed or that
is otherwise its legal liability until such time as the guarantor shall be
obligated to make any payment in respect of such guaranty or legal liability;
and (c) any amendment, supplement, modification, deferral, renewal, extension or
refunding of any liability of the types referred to in clauses (a) and (b)
above. For the purpose of determining any particular amount of Indebtedness
under this definition, guarantees of (or obligations with respect to letters of
credit or financial bonds supporting) Indebtedness otherwise included in the
determination of such amount shall not be included.

            "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


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pursuant to the applicable provisions hereof, including for all purposes of this
instrument 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. The term "Indenture" shall also
include the terms of particular series of Securities established as contemplated
by Section 301. If at any time more than one Person is acting as Trustee under
this instrument due to the appointment of one or more separate Trustees for any
one or more separate series of Securities pursuant to Section 610, "Indenture"
shall mean, with respect to such series of Securities for which any such Person
is Trustee, 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 and shall include the
terms of particular series of Securities for which such Person is Trustee
established as contemplated by Section 301, exclusive, however, of any
provisions or terms which relate solely to other series of Securities for which
such Person is not Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.

            "Indexed Security " means any Security as to which the amount of
payments of principal, premium, if any, and/or interest, if any, due thereon is
determined with reference to the rate of exchange between the currency or
currency unit in which the Security is denominated and any other specified
currency or currency unit, to the relationship between two or more currencies or
currency units, to the price of one or more specified securities or commodities,
to one or more securities or commodities exchange indices or other indices or by
other similar methods or formulas, all as specified in accordance with Section
301.

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

            "Interest Payment Date", when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.

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

            "Officers' Certificate" means a certificate signed by the Company's
Chairman, any Vice-Chairman, its President, any Executive or Senior Vice
President, or any Vice President, and by its Treasurer, any Assistant Treasurer,
its Controller, its Assistant Controller, its Secretary or an Assistant
Secretary, and delivered to the Trustee. One of the officers signing the
Officers' Certificate given pursuant to Section 1007 shall be the principal
executive, financial or accounting officer of the Company.

            "Opinion of Counsel" means a written opinion of counsel, who may be
an employee of or counsel to the Company, or may be other counsel reasonably
acceptable to the Trustee.

            "Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 502
hereof.


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

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

               (ii) Securities, or portions thereof, for whose payment or
      redemption money or U.S. Governmental Obligations (to the extent provided
      in Article Four) in the necessary amount has been theretofore deposited
      with the Trustee or any Paying Agent (other than the Company) in trust or
      set aside and segregated in trust by the Company (if the Company acts as
      its own Paying Agent) for the Holders of such Securities; PROVIDED that,
      if such Securities are to be redeemed, notice of such redemption has been
      duly given pursuant to this Indenture or provision therefor satisfactory
      to the Trustee has been made; and

               (iii) Securities as to which Defeasance has been effected
      pursuant to Section 403; and

               (iv) Securities which have been paid pursuant to Section 306
      hereof or in exchange for or in lieu of which other Securities have been
      authenticated and delivered pursuant to this Indenture, other than any
      such Securities in respect of which there shall have been presented to the
      Trustee proof satisfactory to it that such Securities are held by a bona
      fide purchaser in whose hands such Securities are valid obligations of the
      Company;

PROVIDED, however, that in determining whether or not the Holders of the
requisite principal amount of the Outstanding Securities have given, made or
taken any request, demand, authorization, direction, notice, consent, waiver or
other action hereunder, (a) the principal amount of an Original Issue Discount
Security that shall be deemed to be Outstanding for such purposes shall be the
amount of the principal thereof that would be due and payable as of the date of
such determination upon a declaration of acceleration of the Maturity thereof
pursuant to Section 502 hereof, (b) if, as of such date, the principal amount
payable at the Stated Maturity of a Security is not determinable, the principal
amount of such Security which shall be deemed to be Outstanding shall be the
amount as specified or determined as contemplated by Section 301(24), (c) the
principal amount of a Security denominated in one or more foreign currencies or
currency units which shall be deemed to be Outstanding as of any date shall be
the U.S. dollar equivalent, determined as of such date in the manner provided as
contemplated by Section 301(9), of the principal amount of such Security (or, in
the case of a Security described in clause (a) or (b) above, of the amount
determined as provided in such clause), and (d) Securities owned by the Company
or any other obligor upon the Securities or any Affiliate of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding, except
that in determining whether the Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent, waiver or other
action, only Securities which the Trustee knows to be so owned shall be so
disregarded. Securities so owned as described in (d) above which have been
pledged in good faith may be regarded as Outstanding if the pledgee certifies to
the Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the Securities or
any Affiliate of the Company or of such other obligor.

            "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest, if any, on any Securities on
behalf of the Company.


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            "Periodic Offering" means an offering of Securities of a series from
time to time the specific terms of which Securities, including without
limitation the rate or rates of interest (or formula for determining the rate or
rates of interest), if any, thereon, the Stated Maturity or Maturities thereof
and the redemption provisions, if any, with respect thereto, are to be
determined by the Company upon the issuance of such Securities.

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

            "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest, if any, on the Securities of that series are payable as specified
in or as contemplated by Section 301 hereof.

            "Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that evidenced
by such particular Security; and, for the purposes of this definition, any
Security authenticated and delivered under Section 306 hereof in exchange for or
in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to
evidence the same debt as the mutilated, destroyed, lost or stolen Security.

            "Redemption Date", when used with respect to any Security to be
redeemed in whole or in part, means the date fixed for such redemption by or
pursuant to this Indenture.

            "Redemption Price", when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture, exclusive of accrued and unpaid interest.

            "Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 301 hereof.

            "Repayment Price", when used with respect to any Security to be
repaid at the option of the Holder, means the price specified in such Security
or pursuant to this Indenture at which it is to be repaid pursuant to such
Security.

            "Responsible Officer", when used with respect to the Trustee, means
the Chairman of the Board, the President or any other officer or assistant
officer of the Trustee assigned by the Trustee to administer corporate trust
matters.

            "Security" has the meaning stated in the first recital of this
Indenture and more particularly means any Security authenticated and delivered
under this Indenture; PROVIDED, however, that if at any time there is more than
one Person acting as Trustee under this Indenture, "Security" with respect to
the Indenture as to which such Person is Trustee shall have the meaning stated
in the first recital of this Indenture and shall more particularly mean any
Security authenticated and delivered under this Indenture, exclusive, however,
of Securities of any series as to which such Person is not Trustee.

            "Security Register" and "Security Registrar" have the respective
meanings specified in Section 305 hereof.


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            "Special Record Date" for the payment of any Defaulted Interest
means a date fixed by the Trustee pursuant to Section 307 hereof.

            "Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the date on which the principal or installment of principal
of such Security or interest is due and payable.

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

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

            "Trust Indenture Act" means the Trust Indenture Act of 1939 as in
force at the date as of which this instrument was executed; provided, however,
that in the event the Trust Indenture Act of 1939 is amended, "Trust Indenture
Act" shall mean, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

            "U.S. Government Obligations" means (i) direct obligations of the
United States for the payment of which its full faith and credit is pledged, or
obligations of a person controlled or supervised by and acting as an agency or
instrumentality of the United States and the payment of which is unconditionally
guaranteed by the United States, and (ii) bonds, debentures, notes or other
evidences of indebtedness issued by any of the following federal agencies:
Federal Bank for Cooperatives, Federal National Mortgage Association;
Export-Import Banks of the United States; Federal Land Banks; Federal
Intermediate Credit Banks; Federal Home Loan Banks, the Government National
Mortgage Association and the Federal Home Loan Mortgage Association; and shall
also include in each case 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 a 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.

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

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

            Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish
to the Trustee (a) an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and (b) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of


                                       7
<Page>

such documents is specifically required by any provision of this Indenture
relating to such particular application or request, no additional certificate or
opinion need be furnished.

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

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

            (ii) 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;

            (iii) a statement that, in the opinion of each such individual, he
      or she 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

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

SECTION 103. 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 such officer's certificate or opinion is
based are erroneous. Any such certificate or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

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

SECTION 104. ACTS OF HOLDERS.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given, made
or taken by Holders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Holders in person or by an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the


                                       8
<Page>

Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601 hereof) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section 104.

            Without limiting the generality of the foregoing, unless otherwise
established in or pursuant to a Board Resolution or set forth or determined in
an Officers' Certificate, or established in one or more indentures supplemental
hereto, pursuant to Section 301 hereof, a Holder, including a Depositary that is
a Holder of a Global Security, may make, give or take, by a proxy, or proxies,
duly appointed in writing, any request, demand, authorization, direction,
notice, consent, waiver or other action provided in this Indenture to be made,
given or taken by Holders, and a Depositary that is a Holder of a Global
Security may provide its proxy or proxies to the beneficial owners of interests
in any such Global Security through such Depositary's standing instructions and
customary practices.

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

            (c) The ownership of Securities shall be proved by the Security
Register.

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

            (e) The Company may set any day as the record date for the purpose
of determining the Holders of Outstanding Securities of any series entitled to
make any request or demand, or give any authorization, direction, notice,
consent or waiver, or take any other action, provided or permitted by this
Indenture to be made, given or taken by Holders of Securities of such series.

            With regard to any record date set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date (or
their duly appointed agents), and only such Persons, shall be entitled to take
relevant action, whether or not such Holders remain Holders after such record
date. With regard to any action that may be taken hereunder only by Holders of a
requisite principal amount of Outstanding Securities of any series (or their
duly appointed agents) and for which a record date is set pursuant to this
paragraph, the Company may, at its option, set an expiration date after which no
such action purported to be taken by any Holder shall be effective hereunder
unless taken on or prior to such expiration date by Holders of the requisite
principal amount of Outstanding Securities of such series on such record date
(or their duly appointed agents). On or prior to any expiration


                                       9
<Page>

date set pursuant to this paragraph, the Company may, on one or more occasions
at its option, extend such expiration date to any later date. Nothing in this
paragraph shall prevent any Holder (or any duly appointed agent thereof) from
taking, at any time, any action contrary to or different from, any action
previously taken, or purported to have been taken, hereunder by such Holder, in
which event the Company may set a record date in respect thereof pursuant to
this paragraph. Notwithstanding the foregoing or the Trust Indenture Act, the
Company shall not set a record date for, and the provisions of this paragraph
shall not apply with respect to, any action to be taken by Holders pursuant to
Section 501, 502 or 512 hereof.

            Upon receipt by a Responsible Officer of the Trustee of actual
notice of any default described in Section 501 hereof, any declaration of
acceleration, or any rescission and annulment of any such declaration, pursuant
to Section 502 hereof or of any direction in accordance with Section 512 hereof,
a record date shall automatically and without any other action by any Person be
set for the purpose of determining the Holders of Outstanding Securities of the
series entitled to join in such notice, declaration, or rescission and
annulment, or direction, as the case may be, which record date shall be the
close of business on the day the Trustee actually receives such notice,
declaration, rescission and annulment or direction, as the case may be. The
Holders of Outstanding Securities of such series on such record date (or their
duly appointed agent), and only such Persons, shall be entitled to join in such
notice, declaration, rescission and annulment, or direction, as the case may be,
whether or not such Holders remain Holders after such record date; PROVIDED
that, unless such notice, declaration, rescission and annulment, or direction,
as the case may be, shall have become effective by virtue of Holders of the
requisite principal amount of Outstanding Securities of such series on such
record date (or their duly appointed agents) having joined therein on or prior
to the 90th day after such record date, such notice of default, declaration, or
rescission and annulment or direction given or made by the Holders, as the case
may be, shall automatically and without any action by any Person be canceled and
of no further effect. Nothing in this paragraph shall prevent a Holder (or a
duly appointed agent thereof) from giving, before or after the expiration of
such 90-day period, a notice of default, a declaration of acceleration, a
rescission and annulment of a declaration of acceleration or a direction in
accordance with Section 512 hereof, contrary to or different from, or, after the
expiration of such period, identical to, a previously given notice, declaration,
rescission and annulment, or direction, as the case may be, that has been
canceled pursuant to the proviso to the preceding sentence, in which event a new
record date in respect thereof shall be set pursuant to this paragraph.

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.

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

            (1) the Trustee by any Holder or by the Company shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing
      to or with the Trustee at its Corporate Trust Office, or

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


                                       10
<Page>

SECTION 106. NOTICE TO HOLDERS; WAIVER.

            Where this Indenture provides for notice to Holders of any event,
such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder
affected by such event, at his address as it appears in the Security Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

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

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT.

            If any provision hereof limits, qualifies or conflicts with any
provision of the Trust Indenture Act or another provision which is required or
deemed to be included in this Indenture by any of the provisions of the Trust
Indenture Act, the provision or requirement of the Trust Indenture Act shall
control. If any provision of this Indenture modifies or excludes any provision
of the Trust Indenture Act that may be so modified or excluded, such provision
of the Trust Indenture Act shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109. SUCCESSORS AND ASSIGNS.

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

SECTION 110. SEPARABILITY CLAUSE.

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

SECTION 111. BENEFITS OF INDENTURE.

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


                                       11
<Page>

SECTION 112. GOVERNING LAW.

            This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York, without regard to
principles of conflicts of law except Section 5-1401 of the New York General
Obligations Law.

SECTION 113. LEGAL HOLIDAYS.

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

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

            The Securities of each series shall be in substantially the form set
forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Securities, as evidenced by their
execution of the Securities. If the form of Securities of any series is
established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company, and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 303 hereof for the
authentication and delivery of such Securities.

            The Trustee's certificate of authentication shall be in
substantially the form set forth in this Article.

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

SECTION 202. FORM OF FACE OF SECURITY.

            [If the Security is to be a Global Security, insert - This Security
is a Global Security within the meaning of the Indenture hereinafter referred to
and is registered in the name of a Depositary or a nominee of a Depositary. This
Security is exchangeable for Securities registered in the name of a Person other
than the Depositary or its nominee only in


                                       12
<Page>

the limited circumstances described in the Indenture, and no transfer of this
Security (other than a transfer of this Security as a whole by the Depositary to
a nominee of the Depositary or by a nominee of the Depositary to the Depositary
or another nominee of the Depositary) may be registered except in limited
circumstances.

            Unless this Global Security is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to the issuer or its agent for registration of transfer, exchange or payment,
and any definitive Security is issued in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.]

                    NEW YORK STATE ELECTRIC & GAS CORPORATION
                             [TITLE OF THE SECURITY]

CUSIP No. __________                                  $__________
No. ________________

            NEW YORK STATE ELECTRIC & GAS CORPORATION, a corporation duly
organized and existing under the laws of the State of New York (the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to
___________________________________, or registered assigns, the principal sum of
________________________ Dollars on _________________________________ [If the
Security is to bear interest prior to Maturity, insert - , and to pay interest
thereon from ________, or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on ____________ and
___________ in each year, commencing ________, at the rate per annum provided in
the title hereof, until the principal hereof is paid or made available for
payment [If applicable, insert - , and, subject to the terms of the Indenture,
at the rate per annum provided in the title hereof on any overdue principal and
premium and (to the extent that the payment of such interest shall be legally
enforceable) on any overdue installment of interest]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the _______ or
________ (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either 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 for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture.]

            [If the Security is not to bear interest prior to Maturity, insert -
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of [yield to maturity]% per annum (to the


                                       13
<Page>

extent that the payment of such interest shall be legally enforceable), which
shall accrue from the date of such default in payment to the date payment of
such principal has been made or duly provided for. Interest on any overdue
principal or premium shall be payable on demand. Any such interest on any
overdue principal or premium that is not so paid on demand shall bear interest
at the rate of [yield to maturity]% per annum (to the extent that the payment of
such interest shall be legally enforceable), which shall accrue from the date of
such demand for payment to the date payment of such interest has been made or
duly provided for, and such interest shall also be payable on demand.]

            Payment of the principal of (and premium, if any) and interest, if
any, on this Security will be made at the office or agency of the Company
maintained for that purpose in ________, in [such coin or currency of the United
States of America as at the time of payment is legal tender for the payment of
public and private debts - or state other currency] [If this Security is not a
Global Security, insert - ; PROVIDED, however, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register] [If this
Security is a Global Security, insert applicable manner of payment].

            Reference is hereby made to the further provisions of this Security
set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

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

            IN WITNESS WHEREOF, New York State Electric & Gas Corporation has
caused this instrument to be duly executed under its corporate seal.

Dated:


                              NEW YORK STATE ELECTRIC & GAS CORPORATION


                              By______________________________________
                                [Name]
                                [Title]

[If more than one
officer is to sign -          By______________________________________
                                [Name]
                                [Title]]

Attest:

By:_________________________
   [Name]
   [Title]



                                       14
<Page>

SECTION 203. FORM OF REVERSE OF SECURITY.

                    NEW YORK STATE ELECTRIC & GAS CORPORATION
                             [Title of the Security]

            This Security is one of a duly authorized issue of securities of the
Company (the "Securities"), issued and to be issued in one or more series under
an Indenture, dated as of __________, 2002, as amended and supplemented from
time to time (the "Indenture"), between the Company and JPMorgan Chase Bank, a
New York banking corporation, as Trustee (the "Trustee", which term includes any
successor trustee under the Indenture), as to which the Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Trustee and the Holders and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is one
of the series designated on the face hereof [, limited in aggregate principal
amount to $________].

            [If applicable, insert - This Security is not subject to redemption
prior to maturity.] [If applicable, insert - The Securities of this series are
subject to redemption upon not less than 30 or more than 60 days' notice by mail
to the Holders of such Securities at their addresses in the Security Register
for such series, [if applicable, insert - (1) on __________ in any year
commencing with the year ____ and ending with the year ____ through operation of
the sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, and (2)] at any time [on or after ___________, 20__], as a
whole or in part, at the election of the Company, at the following Redemption
Prices (expressed as percentages of the principal amount):

            If redeemed [on or before _____________, ___%, and if redeemed]
during the 12-month period beginning ___________, of the years indicated:

             Year    Redemption Price   Year      Redemption Price
           -------  ------------------ ------  -----------------------



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

            [If applicable, insert - Notwithstanding the foregoing, the Company
may not, prior to _________, redeem any Securities of this series as
contemplated by [Clause (2) of] the preceding paragraph as a part of, or in
anticipation of, any refunding operation by the application, directly or
indirectly, of moneys borrowed having an interest cost to the Company
(calculated in accordance with generally accepted financial practice) of less
than ___% per annum.]

            [If applicable insert - The sinking fund for this series provides
for the redemption on _________ in each year beginning with the year ____ and
ending with the year ____ of [not


                                       15
<Page>

less than] __________ [("MANDATORY SINKING FUND") and, at the option of the
Company, not more than __________] aggregate principal amount of Securities of
this series. [Securities of this series acquired or redeemed by the Company
otherwise than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made in
the order in which they become due.]]

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

            The Indenture contains provisions for defeasance of (a) the entire
Indebtedness of this Security and (b) certain restrictive covenants upon
compliance by the Company with certain conditions set forth therein.

            [If the Security is not an Original Issue Discount Security, insert
- If an Event of Default with respect to Securities of this series shall occur
and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.]

            [If the Security is an Original Issue Discount Security, insert - If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series (the
"ACCELERATION AMOUNT") may be declared due and payable in the manner and with
the effect provided in the Indenture. In case of a declaration of acceleration
on or before ________, __ and on _____________ in any year, the Acceleration
Amount per ______ principal amount at Stated Maturity of the Securities shall be
equal to the amount set forth in respect of such date below:

                                     Acceleration Amount per
                                      ____________ principal
            Date of declaration      amount at Stated Maturity
          ----------------------    --------------------------






and in case of a declaration of acceleration on any other date, the Acceleration
Amount shall be equal to the Acceleration Amount as of the next preceding date
set forth in the table above, plus accrued original issue discount (computed in
accordance with the method used for calculating the amount of original issue
discount that accrues for Federal income tax purposes) from such next preceding
date to the date of declaration at the yield to maturity. For the purpose of
this computation the yield to maturity is ___%. Upon payment (i) of the
Acceleration Amount so declared due and payable and (ii) of interest on any
overdue principal and overdue interest (in each case to the extent that the
payment of such interest shall be legally enforceable), all of the Company's
obligations in respect of the payment of the principal of and interest, if any,
on the Securities of this series shall terminate.]

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in principal amount of the Securities at
the time Outstanding of all series to be affected (voting as a class).


                                       16
<Page>

The Indenture contains provisions permitting the Holders of not less than a
majority in aggregate principal amount of the Securities of all series with
respect to which a default under the Indenture shall have occurred and be
continuing (voting as one class), on behalf of the Holders of all Securities of
all such series, to waive certain past defaults under the Indenture and their
consequences. The Indenture also permits the Holders of not less than a majority
in aggregate principal amount of the Outstanding Securities of any series, on
behalf of the Holders of all Securities of such series, to waive compliance with
certain provisions of the Indenture. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
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, if any, on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.

            [If this Security is a Global Security, insert - This Security shall
be exchangeable for Securities registered in the names of Persons other than the
Depositary with respect to such series or its nominee only as provided in this
paragraph. This Security shall be so exchangeable if (x) the Depositary notifies
the Company that it is unwilling or unable to continue as Depositary for such
series or at any time ceases to be a clearing agency registered as such under
the Exchange Act, (y) the Company executes and delivers to the Trustee an
Officers' Certificate providing that this Security shall be so exchangeable or
(z) there shall have occurred and be continuing an Event of Default with respect
to the Securities of such series. Securities so issued in exchange for this
Security shall be of the same series, having the same interest rate, if any, and
maturity and having the same terms as this Security, in authorized denominations
and in the aggregate having the same principal amount as this Security and
registered in such names as the Depositary for such Global Security shall
direct.]

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of [If this Security is a Global Security,
insert - a Security of the series of which this Security is a part] [If this
Security is not a Global Security, insert - this Security] is registrable in the
Security Register, upon surrender of this Security for registration of transfer
at the office or agency of the Company in any place where the principal of (and
premium, if any) and interest, if any, on this Security are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

            The Securities of this series are issuable only in registered form
without coupons in denominations of $__________ and any integral multiple
thereof. As provided in the Indenture and subject to certain limitations therein
set forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.

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


                                       17
<Page>

            Prior to due presentment of this Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to the
contrary.

            This Security shall be governed by and construed in accordance with
the laws of the State of New York without regard to principals of conflict of
law except Section 5-1401 of the New York General Obligations Law.

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

SECTION 204. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

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

                                    JPMorgan Chase Bank,
                                    as Trustee


                                     By_________________________________
                                       Authorized Officer


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

            The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. All Securities of
each series under this Indenture shall in all respects be equally and ratably
entitled to the benefits hereof with respect to such series without preference,
priority or distinction on account of the actual time of the authentication and
delivery or Stated Maturity of the Securities of such series.

            The Securities may be issued in one or more series. Each series of
Securities shall be created either by or pursuant to a Board Resolution or by or
pursuant to an indenture supplemental hereto. There may also be established in
or pursuant to a Board Resolution and, subject to Section 303, set forth, or
determined in the manner provided, in an Officers' Certificate, or pursuant to a
supplemental indenture prior to the issuance of Securities of each such series,
provision for all or any of the following:

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

            (2) any limit upon the aggregate principal amount of the Securities
      of the series which may be authenticated and delivered under this
      Indenture (except for Securities


                                       18
<Page>

      authenticated and delivered upon registration of transfer of, or in
      exchange for, or in lieu of, other Securities of the series pursuant to
      Sections 304, 305, 306, 906, or 1107 hereof and except for any Securities
      which, pursuant to Section 303 hereof, are deemed never to have been
      authenticated and delivered hereunder);

            (3) the Person or Persons (without specific identification) to whom
      any interest on the Securities of the series, or any Tranche thereof,
      shall be payable, if other than the Person in whose name the Security (or
      one or more Predecessor Securities) is registered at the close of business
      on the regular Record Date for such interest;

            (4) the date or dates on which the principal of the Securities of
      the series, or any Tranche thereof, is payable or the method by which such
      date or dates shall be determined, by reference to an index or other fact
      or event ascertainable outside of this Indenture or otherwise (without
      regard to any provisions for redemption, prepayment, acceleration,
      purchase or extension);

            (5) the rate or rates at which the Securities of the series, or any
      Tranche thereof, shall bear interest, if any (including the rate or rates
      at which overdue principal shall bear interest, if different from the rate
      or rates at which such Securities shall bear interest prior to maturity,
      and, if applicable, the rate or rates at which overdue premium or interest
      shall bear interest, if any), or any formulary or other method or other
      means by which such rate or rates shall be determined, by reference to an
      index or other fact or event ascertainable outside of this Indenture or
      otherwise, the date or dates from which such interest shall accrue, the
      Interest Payment Dates on which such interest shall be payable and the
      Regular Record Date for the interest payable on any Interest Payment Date
      and the basis for computation of interest, if other than as provided in
      Section 310;

            (6) the place or places, if any, in addition to or in place of the
      office or agency of the Company in The City of New York, State of New York
      or the principal corporate trust office of the Trustee or its successors
      in trust under the Indenture, which, at the date hereof, is located at 450
      West 33rd Street, New York, New York 10001, Attention: Institutional Trust
      Services, at which or methods by which (i) the principal of and premium,
      if any, and interest, if any, on Securities of such series, or any Tranche
      thereof, shall be payable, (ii) registration of transfer of Securities of
      such series, or any Tranche thereof, may be effected, (iii) exchanges of
      Securities of such series, or any Tranche thereof, may be effected and
      (iv) notices and demands to or upon the Company in respect of the
      Securities of such series, or any Tranche thereof, and this Indenture may
      be served;

            (7) the period or periods within which, or the date or dates on
      which, the price or prices at which and the terms and conditions upon
      which Securities of the series, or any Tranche thereof, may be redeemed,
      in whole or in part, at the option of the Company and any restrictions on
      such redemptions, including but not limited to a restriction on a partial
      redemption by the Company of the Securities of any series, or any Tranche
      thereof, resulting in delisting of such Securities from any national
      exchange;

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


                                       19
<Page>

      applicable exceptions to the requirements of Section 1104 in the case of
      mandatory redemption or redemption at the option of the Holder;

            (9) if other than such coin or currency of the United States of
      America as at the time of payment is legal tender for payment of public or
      private debts, the coin or currency, including composite currencies, in
      which payment of the principal of (and premium, if any) and interest, if
      any, on the Securities, or any Tranche thereof, of the series shall be
      payable, and the manner of determining the equivalent thereof in the
      currency of the United States for any purpose, including for purposes of
      the definition of "Outstanding" in Section 101;

            (10) if other than the principal amount thereof, the portion of the
      principal amount of Securities of the series, or any Tranche thereof,
      which shall be payable upon declaration of acceleration of the Maturity
      thereof pursuant to Section 502 hereof;

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

            (12) if the principal of (and premium, if any) or interest, if any,
      on the Securities of the series, or any Tranche thereof, are to be
      payable, at the election of the Company or a Holder thereof, in a coin or
      currency other than that in which the Securities are stated to be payable,
      the period or periods within which, and the terms and conditions upon
      which, such election may be made;

            (13) if the amount of payments of principal of (and premium, if any)
      or interest, if any, on the Securities of the series, or any Tranche
      thereof, may be determined with reference to an index or other fact or
      event ascertainable outside this Indenture, the manner in which such
      amounts shall be determined, to the extent not established pursuant to
      subsection (5) of this paragraph;

            (14) if the principal of (and premium, if any) or interest on the
      Securities of the series, or any Tranche thereof, are to be payable, or
      are to be payable at the election of the Company or a Holder thereof, in
      securities or other property, the type and amount of such securities or
      other property, or the formulary or other method or other means by which
      such amount shall be determined, and the period or periods within which,
      and the terms and conditions upon which, any such election may be made;

            (15) any Events of Default, in addition to those specified in
      Section 501, with respect to the Securities of such series, and any
      covenants of the Company for the benefit of the Holders of the Securities
      of such series, or any Tranche thereof, in addition to those set forth in
      Article Ten;

            (16) if the Securities of the series, or any Tranche thereof, shall
      be issued in whole or in part in the form of one or more Global
      Securities, (i) whether beneficial owners of interests in any such Global
      Security may exchange such interests for Securities of such series of like
      tenor and of authorized form and denomination and the circumstances under
      which any such changes may occur, if other than in the manner provided in
      Section 311 hereof, (ii) the Depositary for such Global Security or
      Securities and (iii) any and all other matters incidental to such
      Securities;


                                       20
<Page>

            (17) the terms, if any, pursuant to which the Securities of such
      series, or any Tranche thereof, may be converted into or exchanged for
      shares of capital stock or other securities of the Company or any other
      Person;

            (18) if other than as set forth in Articles Four or Ten, provisions
      for the satisfaction and discharge of this Indenture or Discharge of the
      indebtedness or the defeasance of certain covenants, with respect to the
      Securities of the series, or any Tranche thereof;

            (19) if the Securities of the series, or any Tranche thereof, do not
      bear interest or do not pay semi-annual interest, the applicable dates for
      purposes of Section 701;

            (20) if the Securities of the series, or any Tranche thereof, are
      issuable as Indexed Securities, the manner in which the amount of payments
      of principal, premium, if any, and interest, if any, on that series will
      be determined;

            (21) to the extent not established pursuant to subsection (16) of
      this paragraph, any limitations on the rights of the Holders of the
      Securities of such series, or any Tranche thereof, to transfer or exchange
      such Securities or to obtain the registration of transfer thereof; and if
      a service charge will be made for the registration of transfer or exchange
      of Securities of such series, or any Tranche thereof, the amount or terms
      thereof;

            (22) any exceptions to Section 113, or variation in the definition
      of Business Day, with respect to the Securities of such series, or any
      Tranche thereof;

            (23) any collateral security, assurance or guarantee for the
      Securities of such series;

            (24) if the principal amount payable at the Stated Maturity of any
      Securities of the series will not be determinable as of any one or more
      dates prior to the Stated Maturity, the amount which shall be deemed to be
      the principal amount of such Securities as of any such date for any
      purpose thereunder or hereunder, including the principal amount thereof
      which shall be due and payable upon any Maturity other than the Stated
      Maturity or which shall be deemed to be Outstanding as of any date prior
      to the Stated Maturity (or, in any such case, the manner in which such
      amount deemed to be the principal amount shall be determined);

            (25) any other terms of the series, or any Tranche thereof (which
      terms shall not be inconsistent with the provisions of this Indenture),
      including, without limitation, any terms required for or appropriate to
      (i) establishing one or more series of medium-term notes to be issued in a
      Periodic Offering or (ii) providing for the remarketing of the Securities
      of such series.

            All Securities of any one series (other than Securities offered in a
Periodic Offering) shall be substantially identical except as to denomination
and except as may otherwise be provided in or pursuant to the Board Resolution
referred to above and set forth in the Officers' Certificate referred to above
or in any such indenture supplemental hereto.

            If any of the terms of the series, including the form of Security of
such series, are established by action taken pursuant to a Board Resolution, a
copy of an appropriate record of such action shall be certified by the Secretary
or an Assistant Secretary or other authorized


                                       21
<Page>

officer of the Company, and delivered to the Trustee at or prior to the delivery
of the Company Order contemplated by Section 303 hereof for the authentication
and delivery of such series of Securities.

            With respect to Securities of a series offered in a Periodic
Offering, such Board Resolution and Officers' Certificate or supplemental
indenture may provide general terms or parameters for Securities of such series
and provide either that the specific terms of particular Securities of such
series shall be specified in a Company Order or that such terms shall be
determined by the Company or its agents in accordance with other procedures
specified in a Company Order as contemplated by the third paragraph of Section
303.

            Unless otherwise provided, a series may be reopened, without the
consent of the Holders, for increases in the aggregate principal amount of such
series of Securities and issuances of additional Securities of such series or
for the establishment of additional terms with respect to the Securities of such
series.

SECTION 302. DENOMINATIONS.

            The Securities of each series shall be issuable in registered form
without coupons, except as otherwise expressly provided in a supplemental
indenture hereto, in such denominations as shall be specified as contemplated by
Section 301 hereof. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

            The Securities shall be executed on behalf of the Company by its
Chairman, any Vice Chairman, its President, any Executive or Senior Vice
President, or one of its Vice Presidents under its corporate seal (if any),
reproduced thereon (which may be facsimile) attested by its Secretary or one of
its Assistant Secretaries. The Securities of any series shall be executed by
such additional officer, if any, as shall be specified pursuant to Section 301
hereof. The signature of any of these officers on the Securities may be manual
or facsimile.

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

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities of any series executed by
the Company to the Trustee for authentication, or, in the case of Securities
offered in a Periodic Offering, from time to time in accordance with such other
procedures (including, without limitation, the receipt by the Trustee of
electronic instructions from the Company or its duly authorized agents, promptly
confirmed in writing by the Company) acceptable to the Trustee as may be
specified from time to time by a Company Order for the specific terms of the
Securities being so offered, together with (i) a Company Order for the
authentication and delivery of such Securities, (ii) an Officers' Certificate
stating that (x) the Company is not, and upon the authentication by the Trustee
of the series of Securities, will not be in default under any of the terms or
covenants contained in the Indenture, and (y) all conditions that must be met by
the Company to issue Securities under the Indenture have been met, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have


                                       22
<Page>

been established in or pursuant to one or more Board Resolutions as permitted by
Sections 201 and 301 hereof, in authenticating such Securities, and accepting
the additional responsibilities under this Indenture in relation to such
Securities, the Trustee shall be entitled to receive, and (subject to Section
601 hereof) shall be fully protected in relying upon, an Opinion of Counsel
stating,

            (a) if the form of such Securities has been established by or
      pursuant to Board Resolution as permitted by Section 201 hereof, that such
      form has been established in conformity with the provisions of this
      Indenture;

            (b) if the terms of such Securities have been established by or
      pursuant to Board Resolution as permitted by Section 301 hereof, that such
      terms have been established in conformity with the provisions of this
      Indenture;

            (c) that such Securities, when authenticated and delivered by the
      Trustee and issued by the Company in the manner and subject to any
      conditions specified in such Opinion of Counsel, will constitute valid and
      legally binding obligations of the Company, enforceable in accordance with
      their terms, except as may be limited by bankruptcy, insolvency,
      reorganization, moratorium, fraudulent conveyance or transfer or other
      similar laws relating to or affecting the rights of creditors generally
      and except as the enforceability thereof is subject to the application of
      general principles of equity (regardless of whether considered in a
      proceeding in equity or at law), including, without limitation, (i) the
      possible unavailability of specific performance, injunctive relief or any
      other equitable remedy and (ii) concepts of materiality, reasonableness,
      good faith and fair dealing;

PROVIDED, however, that, with respect to Securities of a series offered in a
Periodic Offering, the Trustee shall be entitled to receive such Opinion of
Counsel in connection only with the first authentication of Securities of such
series, and in such case the opinions described in Clauses (b) and (c) above may
state, respectively, that:

            (i) if the terms of such Securities are to be established pursuant
      to a Company Order or pursuant to such procedures as may be specified from
      time to time by a Company Order, all as contemplated by a Board Resolution
      or action taken pursuant thereto, such terms will have been duly
      authorized by the Company and established in conformity with the
      provisions of this Indenture; and

            (ii) that such Securities, when completed by appropriate insertions
      and executed and delivered by the Company to the Trustee in accordance
      with this Indenture, authenticated and delivered by the Trustee in
      accordance with this Indenture, and issued and delivered by the Company
      and paid for, all in accordance with any agreement of the Company relating
      to the offering, issuance and sale of such Securities, will be duly issued
      under this Indenture and will constitute the legal, valid and binding
      obligations of the Company, enforceable in accordance with their terms,
      subject to bankruptcy, insolvency, reorganization and other similar laws
      of general applicability relating to or affecting generally the
      enforcement of creditors' rights, to general equitable principles and to
      such other qualifications as such counsel shall conclude do not materially
      affect the rights of Holders of such Securities and any coupons.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect


                                       23
<Page>

the Trustee's own rights, duties, protections or immunities under the Securities
and this Indenture or otherwise in a manner which is not reasonably acceptable
to the Trustee.

            Notwithstanding the provisions of Section 301 hereof and of the
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Board Resolution,
the Officers' Certificate, or an indenture supplemental hereto otherwise
required pursuant to Sections 201 and 301 hereof or the Company Order, the
Officers' Certificate and the Opinion of Counsel otherwise required pursuant to
such preceding paragraph at or prior to the time of authentication of each
Security of such series if such documents are delivered at or prior to the time
of authentication upon original issuance of the first Security of such series to
be issued.

            Each Security shall be dated the date of its authentication.

            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered hereunder
and is entitled to the benefits of this Indenture. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 309 hereof
together with a written statement (which need not comply with Section 102 hereof
and need not be accompanied by an Opinion of Counsel) stating that such Security
has never been issued and sold by the Company, for all purposes of this
Indenture such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

SECTION 304. TEMPORARY SECURITIES.

            Pending the preparation of definitive Securities of any series, the
Company may execute, and upon Company Order the Trustee shall authenticate and
deliver, temporary Securities which are printed, lithographed, typewritten,
mimeographed or otherwise produced, 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 officer or officers executing such Securities may
determine, as evidenced by their execution of such Securities.

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


                                       24
<Page>

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

            The Company shall cause to be kept at the Corporate Trust Office of
the Trustee a register (the register maintained in such office or in any other
office or agency of the Company in a Place of Payment being herein sometimes
referred to as the "Security Register") in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
of Securities and of transfers of Securities. The Trustee is hereby appointed
"Security Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided.

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

            At the option of the Holder, any Security or Securities of any
series, other than a Global Security, may be exchanged for other Securities of
the same series, of any authorized denominations and of a like aggregate
principal amount and tenor, upon surrender of the Securities to be exchanged at
such office or agency. Whenever any Securities are so surrendered for exchange,
the Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

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

            Every 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 instrument of transfer in form
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 the Holder for any registration
of transfer or exchange of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Sections 304, 906 or 1107 hereof not involving any
transfer.

            The Company shall not be required (i) to issue, register the
transfer of or exchange Securities of any series during a period beginning at
the opening of business 15 days before the day of the mailing of a notice of
redemption of Securities of that series selected for redemption under Section
1103 hereof and ending at the close of business on the day of such mailing, or
(ii) to 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 provisions of this Section 305 are, with respect to any Global
Security, subject to Section 311 hereof.


                                       25
<Page>

SECTION 306. MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

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

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

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

            Upon the issuance of any new Security under this Section 306, the
Company may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Trustee) connected therewith.

            Every new Security of any series issued pursuant to this Section 306
in lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of that series duly issued hereunder.

            The provisions of this Section 306 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

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

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


                                       26
<Page>

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

            (2) The Company may make payment of any Defaulted Interest on the
      Securities of any series 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.

            Subject to the foregoing provisions of this Section 307, each
Security delivered under this Indenture upon registration of transfer of or in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

SECTION 308. PERSONS DEEMED OWNERS.

            Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Holder of a Security as the owner of such Security for the purpose of
receiving payment of principal of (and premium, if any) and (subject to Section
307 hereof) interest, if any, on such Security and for all other purposes
whatsoever, whether or not such Security be overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary. All such payments so made to any such Holder, or upon
such Holder's order, shall be valid, and, to the extent of the sums so paid,
effectual to satisfy and discharge the liability for moneys payable upon any
such Security.

            No holder of any beneficial interest in any Global Security held on
its behalf by a Depositary shall have any rights under this Indenture with
respect to such Global Security, and such Depositary may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such Global Security for all purposes whatsoever. None of the Company, the
Trustee nor any agent of the Company or the Trustee will have any responsibility
or liability for any aspect of the records relating to or payments made by a
Depositary on


                                       27
<Page>

account of beneficial ownership interests of a Global Security or maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. Notwithstanding the foregoing, nothing herein shall impair, as
between a Depositary and such holders of beneficial interests, the operation of
customary practices governing the exercise of the rights of the Depositary as
holder of any Security.

SECTION 309. CANCELLATION.

            All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. 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 309, except as expressly permitted by this Indenture.
All canceled Securities held by the Trustee shall be disposed of as directed by
a Company Order, provided that the Trustee shall not be required to destroy
canceled Securities.

SECTION 310. COMPUTATION OF INTEREST.

            Except as otherwise specified as contemplated by Section 301 hereof
for Securities of any series, interest, if any, on the Securities of each series
shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 311. GLOBAL SECURITIES.

            If the Company establishes pursuant to Section 301 hereof that the
Securities of a particular series are to be issued in the form of a Global
Security, then the Company shall execute and the Trustee shall, in accordance
with Section 303 hereof, authenticate and deliver, a Global Security or
Securities which (i) shall represent, and shall be denominated in an aggregate
amount equal to the aggregate principal amount of, all or a part of the
Outstanding Securities of such series, (ii) shall be registered in the name of
the Depositary or its nominee, (iii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction and (iv) shall bear a
legend substantially to the following effect:

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

            Unless this Global Security is presented by an authorized
      representative of the Depositary to the Company or its agent for
      registration of transfer, exchange or payment, and any definitive Security
      is issued in the name of [Cede & Co.] or in such other name as is
      requested by an authorized representative of the Depositary (and any
      payment is made to [Cede & Co.] or to such other entity as is requested by
      an authorized representative of the Depositary), ANY TRANSFER, PLEDGE OR
      OTHER USE


                                       28
<Page>

      HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
      the registered owner hereof, [Cede & Co.], has an interest herein."

            Notwithstanding the provisions of Section 305 hereof, the Global
Security of a series may be transferred, in whole but not in part and in the
manner provided in Section 305 hereof, only to the Depositary, another nominee
of the Depositary for such series, or to a successor Depositary for such series
selected or approved by the Company or to a nominee of such successor
Depositary.

            If (i) at any time the Depositary for a series of Securities
notifies the Company that it is unwilling or unable to continue as Depositary
for such series or if at any time the Depositary for such series shall no longer
be registered or in good standing under the Exchange Act, or other applicable
statute or regulation and a successor Depositary for such series is not
appointed by the Company within 90 days after the Company receives such notice
or becomes aware of such condition, as the case may be or (ii) there shall have
occurred and be continuing after any applicable grace periods an Event of
Default with respect to the Securities for a series, then in each such case,
this Section 311 shall no longer be applicable to the Securities of such series
and the Company will execute, and subject to Section 305 hereof, the Trustee
will authenticate and deliver Securities of such series in definitive registered
form without coupons, in authorized denominations, and in an aggregate principal
amount equal to the principal amount of the Global Securities of such series in
exchange for such Global Securities. In addition, the Company may at any time
determine that the Securities of any series shall no longer be represented by
Global Securities and that the provisions of this Section 311 shall no longer
apply to the Securities of such series. In such event the Company will execute
and subject to Section 305 hereof, the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company, will authenticate and
deliver Securities of such series in definitive registered form without coupons,
in authorized denominations, and in an aggregate principal amount equal to the
principal amount of the Global Securities of such series in exchange for such
Global Securities. Upon the exchange of the Global Securities for such
Securities in definitive registered form without coupons, in authorized
denominations, the Global Securities shall be canceled by the Trustee. Such
Securities in definitive registered form issued in exchange for the Global
Securities pursuant to this Section 311, shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to the instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver Securities to the Depositary for delivery to
the persons in whose names such Securities are so registered.

SECTION 312. PERIODIC OFFERING OF SECURITIES.

            Notwithstanding any contrary provision herein, if all Securities of
a series are not to be originally issued at one time, it shall not be necessary
for the Company to deliver to the Trustee an Officers' Certificate, Board
Resolution, supplemental indenture, Opinion of Counsel or Company Order
otherwise required pursuant to Sections 201, 301 and 303 at or prior to the time
of authentication of each Security of such series if such documents are
delivered to the Trustee or its agent at or prior to the authentication upon
original issuance of the first Security of such series to be issued; PROVIDED
that any subsequent request by the Company to the Trustee to authenticate
Securities of such series upon original issuance shall constitute a
representation and warranty by the Company and its counsel that as of the date
of such request, the statements made in the Officers' Certificate and opinions
made in the Opinion of Counsel delivered pursuant to Section 102 and 303,
respectively, shall be true and correct as if made on such date.


                                       29
<Page>

            An Officers' Certificate, supplemental indenture or Board Resolution
delivered by the Company to the Trustee in the circumstances set forth in the
preceding paragraph may provide that Securities which are the subject thereof
will be authenticated and delivered by the Trustee or its agent on original
issue from time to time upon the written order of a person or persons designated
in such Officers' Certificate, supplemental indenture or Board Resolution (any
such telephonic instructions to be confirmed promptly in writing by such person
or persons) and that such person or persons are authorized to determine,
consistent with such Officers' Certificate, supplemental indenture or Board
Resolution, such terms and conditions of said Securities as are specified in
such Officers' Certificate, supplemental indenture or Board Resolution.

SECTION 313. 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 Holders; PROVIDED that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the 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 FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

            This Indenture shall upon Company Request cease to be of further
effect (except as to any surviving rights of registration of transfer or
exchange of Securities herein expressly provided for), and the Trustee, at the
expense of the Company, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture, when

            (1) either (A) all Securities of that series theretofore
      authenticated and delivered (other than (x) Securities which have been
      destroyed, lost or stolen and which have been replaced or paid as provided
      in Section 306 hereof and (y) Securities for whose payment money has
      theretofore been deposited in trust or segregated and held in trust by the
      Company and thereafter repaid to the Company or discharged from such
      trust, as provided in Section 1003 hereof) have been delivered to the
      Trustee for cancellation; or

            (B) all such Securities of that series not theretofore delivered
      to the Trustee for cancellation

                  (i) have become due and payable, or

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

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


                                       30
<Page>

                  (iv) are deemed paid and discharged pursuant to Section 403
            hereof, as applicable,

      and the Company, in the case of (i), (ii), (iii) or (iv) of clause (B)
      above, has deposited or caused to be deposited with the Trustee as trust
      funds in trust for the purpose an amount of (a) money in the currency or
      units of currency in which such Securities are payable, or (b) in the case
      of (ii) or (iii) of clause (B) above and (except as provided in an
      indenture supplemental hereto) if no Securities of the affected series
      Outstanding are subject to repurchase at the option of Holders and if such
      Securities are payable in U.S. Dollars (I) 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
      Stated Maturity or Redemption Date, as the case may be, money in an amount
      which is, upon the basis of a report of a nationally recognized firm of
      independent certified public accountants expressed in a written
      certification thereof delivered to the Trustee, or (II) a combination of
      money or U.S. Government Obligations as provided in (I) above, in each
      case, sufficient to pay and discharge the entire Indebtedness on such
      Securities not theretofore delivered to the Trustee for cancellation, for
      principal (and premium, if any) and interest, if any, to the date of such
      deposit (in the case of Securities which have become due and payable) or
      to the Stated Maturity or Redemption Date, as the case may be;

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

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

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 607 hereof, the
obligations of the Trustee to any Authenticating Agent under Section 614 hereof
and, if money or U.S. Government Obligations shall have been deposited with the
Trustee pursuant to subclause (B) of clause (1) of this Section 401 or if money
or U.S. Government Obligations shall have been deposited with or received by the
Trustee pursuant to Section 403 hereof, the obligations of the Trustee under
Section 402 hereof and the last paragraph of Section 1003 hereof shall survive.

SECTION 402. APPLICATION OF TRUST MONEY.

            (a) Subject to the provisions of the last paragraph of Section 1003
hereof, all money or U.S. Government Obligations deposited with the Trustee
pursuant to Sections 401, 403 or 1008 hereof and all money received by the
Trustee in respect of U.S. Government Obligations deposited with the Trustee
pursuant to Sections 401, 403 or 1008 hereof, shall be held in trust and applied
by it, in accordance with the provisions of the Securities and this Indenture,
to the payment, to the persons entitled thereto, of the principal (and premium,
if any) and interest, if any, for whose payment such money has been deposited
with or received by the Trustee or to make mandatory sinking fund payments or
analogous payments as contemplated by Sections 401, 403 or 1008 hereof.

            (b) The Company shall pay and shall indemnify the Trustee against
any tax, fee or other charge imposed on or assessed against U.S. Government
Obligations deposited pursuant to Sections 401, 403 or 1008 hereof or the
interest and principal received in respect of such obligations other than any
payable by or on behalf of Holders.


                                       31
<Page>

            (c) The Trustee shall deliver or pay to the Company from time to
time upon Company Request any U.S. Government Obligations or money held by it as
provided in Sections 401, 403 or 1008 hereof which, in the opinion of a
nationally recognized firm of independent certified public accountants expressed
in a written certification thereof delivered to the Trustee, are then in excess
of the amount thereof which then would have been required to be deposited for
the purpose for which such U.S. Government Obligations or money was deposited or
received. This provision shall not authorize the sale by the Trustee of any U.S.
Government Obligations held under this Indenture.

SECTION 403. SATISFACTION, DISCHARGE AND DEFEASANCE OF SECURITIES OF ANY SERIES.

            The Company shall be deemed to have paid and Discharged the entire
Indebtedness on all the Outstanding Securities of any series on the 91st day
after the date of the deposit referred to in subparagraph (1) hereof, and the
provisions of this Indenture, as it relates to such Outstanding Securities of
such series, shall no longer be in effect (and the Trustee, at the expense of
the Company, shall at Company Request execute proper instruments acknowledging
the same), except as to:

            (a) the rights of Holders of Securities of such series to receive,
      from the trust funds described in subparagraph (1) hereof, (i) payment of
      the principal of (and premium, if any) and each installment of principal
      of (and premium, if any) or interest, if any, on the Outstanding
      Securities of such series on the Stated Maturity of such principal or
      installment of principal or interest or to and including the Redemption
      Date irrevocably designated by the Company pursuant to subparagraph (5)
      hereof and (ii) the benefit of any mandatory sinking fund payments
      applicable to the Securities of such series on the day of which such
      payments are due and payable in accordance with the terms of this
      Indenture and the Securities of such series;

            (b) the Company's obligations with respect to such Securities of
      such series under Sections 305, 306, 1002 and 1003 hereof and if the
      Company shall have irrevocably designated a Redemption Date pursuant to
      subparagraph (5) hereof, Sections 1101, 1104 and 1106 hereof as they apply
      to such Redemption Date;

            (c) the Company's obligations with respect to the Trustee under
      Section 607 hereof; and

            (d) the rights, powers, trust and immunities of the Trustee
      hereunder and the duties of the Trustee under Section 402 hereof and, if
      the Company shall have irrevocably designated a Redemption Date pursuant
      to subparagraph (5) hereof, Article Eleven and the duty of the Trustee to
      authenticate Securities of such series on registration of transfer or
      exchange;

PROVIDED that, the following conditions shall have been satisfied:

            (1) the Company has deposited or caused to be irrevocably deposited
      (except as provided in Section 402(c) hereof and the last paragraph of
      Section 1003 hereof) with the Trustee as trust funds in trust,
      specifically pledged as security for, and dedicated solely to, the benefit
      of the Holders of the Securities of such series, (i) money, in the
      currency or units of currency in which such Securities are payable, in an
      amount, or (ii) (except as provided in a supplemental indenture or Board
      Resolution with respect to such series) if Securities of such series are
      not subject to repurchase at the option of


                                       32
<Page>

      Holders and if such Securities are payable in U.S. Dollars, (A) 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 referred to in clause (x)
      or (y) of this subparagraph (1) money in an amount or (B) a combination
      thereof, in each case sufficient, in the report of a nationally recognized
      firm of independent certified public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay and discharge, and
      which the Trustee shall be instructed to apply to pay and discharge, (x)
      the principal of (and premium, if any) and each installment of principal
      (and premium, if any) and interest, if any, on the Outstanding Securities
      of such series on the Stated Maturity of such principal or installment of
      principal or interest or to and including the Redemption Date irrevocably
      designated by the Company pursuant to subparagraph (5) hereof and (y) any
      mandatory sinking fund payments applicable to the Securities of such
      series on the day on which such payments are due and payable in accordance
      with the terms of this Indenture and of the Securities of such series;

            (2) the Company has delivered to the Trustee an Opinion of Counsel
      to the effect that such provision would not cause any Outstanding
      Securities of such series then listed on any national securities exchange
      to be delisted as a result thereof;

            (3) no Event of Default or event which with notice or lapse of time
      would become an Event of Default (including by reason of such deposit)
      with respect to the Securities of such series shall have occurred and be
      continuing on the date of such deposit;

            (4) the Company has delivered to the Trustee an unqualified opinion,
      in form and substance reasonably acceptable to the Trustee, of independent
      counsel of national standing selected by the Company and satisfactory to
      the Trustee to the effect that (i) Holders of the Securities will not
      recognize income, gain or loss for Federal income tax purposes as a result
      of the deposit, defeasance and discharge, which opinion shall be based on
      a change in law or a ruling by the U.S. Internal Revenue Service and (ii)
      the defeasance trust is not, or is registered as, an investment company
      under the Investment Company Act of 1940;

            (5) if the Company has deposited or caused to be deposited money or
      U.S. Government Obligations to pay or discharge the principal of (and
      premium, if any) and interest, if any, on the Outstanding Securities of a
      series to and including a Redemption Date on which all of the Outstanding
      Securities of such series are to be redeemed, such Redemption Date shall
      be irrevocably designated by a Board Resolution delivered to the Trustee
      on or prior to the date of deposit of such money or U.S. Government
      Obligations, and such Board Resolution shall be accompanied by an
      irrevocable Company Request that the Trustee give notice of such
      redemption in the name and at the expense of the Company not less than 30
      nor more than 60 days prior to such Redemption Date in accordance with
      Section 1104 hereof; and

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


                                       33
<Page>

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. EVENTS OF DEFAULT.

            "EVENT OF DEFAULT", wherever used herein with respect to Securities
of any series, means any one of the following events (whatever the reason for
such Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any order, rule or regulation of any administrative or governmental
body) unless it is either inapplicable to a particular series (to the extent
expressly provided in the form of Security for such series) or it is
specifically deleted or modified in the Board Resolution (or action pursuant
thereto), Officers' Certificate or supplemental indenture under which such
series of Securities is issued or has been deleted or modified in an indenture
supplemental hereto:

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

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

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

            (d) default in the performance, or breach, of any covenant or
      warranty or obligation 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 501 specifically dealt with or which has
      expressly been included in this Indenture solely for the benefit of any
      series of Securities other than that series), and continuance of such
      default or breach for a period of 60 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 25% in aggregate
      principal amount of the Outstanding Securities of that series a written
      notice specifying such default or breach and requiring it to be remedied
      and stating that such notice is a "NOTICE OF DEFAULT" hereunder; or

            (e) default occurs under any bond, note, debenture or other
      instrument evidencing any indebtedness for money borrowed by the Company
      (including a default with respect to any other series of debt securities
      issued under the indenture), or under any mortgage, indenture or other
      instrument under which there may be issued or by which there may be
      secured or evidenced any indebtedness for money borrowed by the Company
      (or the payment of which is guaranteed by the Company), whether such
      indebtedness or guarantee exists on the date of this Indenture or is
      issued or entered into following the date of this Indenture, if:

            (i)   either

                  (A) such default results from the failure to pay any such
            indebtedness when due; or

                  (B) as a result of such default the maturity of such
            indebtedness has been accelerated prior to its expressed maturity;
            and


                                       34
<Page>

            (ii) the principal amount of such indebtedness, together with the
            principal amount of any other such indebtedness in default for
            failure to pay any such indebtedness when due or the maturity of
            which has been so accelerated, aggregates at least $40 million; or

            (f) the entry by a court having jurisdiction in the premises of (A)
      a decree or order for relief in respect of the Company in an involuntary
      case or proceeding under any applicable Federal or State bankruptcy,
      insolvency or other similar law or (B) a decree or order appointing a
      custodian, receiver, liquidator, assignee, trustee, sequestrator or other
      similar official of the Company or of any substantial part of its
      property, or ordering the winding up or liquidation of its affairs, and
      the continuance of any such decree or order for relief or any such other
      decree or order unstayed and in effect for a period of 60 consecutive
      days; or

            (g) the commencement by the Company of a voluntary case or
      proceeding under any applicable Federal or State bankruptcy, insolvency or
      other similar law or of any other case or proceeding to be adjudicated a
      bankrupt or insolvent, or the consent by it to the entry of a decree or
      order for relief in respect of the Company in an involuntary case or
      proceeding under any applicable Federal or State bankruptcy, insolvency or
      other similar law or to the commencement of any bankruptcy or insolvency
      case or proceeding against it, or the filing by it of a petition or answer
      or consent seeking relief under any applicable Federal or State law, or
      the consent by it to the filing of such petition or to the appointment of
      or taking possession by a custodian, receiver, liquidator, assignee,
      trustee, sequestrator or similar official of the Company or of any
      substantial part of its property, or the making by it of an assignment for
      the benefit of creditors, or the taking of corporate action by the Company
      in furtherance of any such action; or

            (h) any other Event of Default provided in the supplemental
      indenture or provided in or pursuant to the Board Resolution under which
      such series of Securities is issued or in the form of Security for such
      series.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

            If an Event of Default with respect to Securities of any series at
the time Outstanding described in paragraph (a), (b), (c), (d), (e) or (h) of
Section 501 hereof occurs and is continuing, then in every such case the Trustee
or the Holders of not less than 25% in aggregate principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

            If an Event of Default described in paragraph (f) or (g) of Section
501 hereof occurs and is continuing, then and in every such case, the principal
amount (or, if any Securities are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms thereof) of all
the Securities shall, without any notice to the Company or any other act on the
part of the Trustee or any Holder of the Securities, become and be immediately
due and payable.


                                       35
<Page>

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

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

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

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

                  (C) to the extent that payment of such interest is lawful,
            interest upon any overdue interest at the rate or rates prescribed
            therefor in such Securities, and

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

            (2) all Events of Default with respect to Securities of that series,
      other than the non-payment of the principal of and accrued interest on
      Securities of that series which have become due solely by such declaration
      of acceleration, have been cured or waived as provided in Section 513
      hereof.

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

            For all purposes under this Indenture, if a portion of the principal
of any Original Issue Discount Securities shall have been accelerated and
declared due and payable pursuant to the provisions hereof, then, from and after
such declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon and all other amounts
owing thereunder, shall constitute payment in full of such Original Issue
Discount Securities.

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

            The Company covenants that if (a) default is made in the payment of
any interest on any Security when such interest becomes due and payable and such
default continues for a period of 30 days, or (b) default is made in the payment
of the principal of (or premium, if any, on) any Security at the Maturity
thereof, then the Company will, upon written demand of the Trustee, pay to it,
for the benefit of the Holders of such Securities, the whole amount then due and
payable on such Securities for principal (and premium, if any) and interest, if
any, and, to the extent that payment of such interest shall be legally
enforceable, interest on any overdue principal (and premium, if any) and on any
overdue interest, at the rate or rates prescribed therefor in such Securities,
and, in addition thereto, such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.


                                       36
<Page>

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

            If any Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights.

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.

            In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, 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 on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder to make such payments to the Trustee and any other amounts due the
Trustee under Section 607 hereof.

            No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

            All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,


                                       37
<Page>

disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 506. APPLICATION OF MONEY COLLECTED.

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

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

            SECOND: In case the principal and premium, if any, of the Securities
      of such series in respect of which moneys have been collected shall not
      have become and be then due and payable, to the payment of interest, if
      any, on the Securities of such series in default in the order of the
      maturity of the installments of such interest, with interest (to the
      extent that such interest has been collected by the Trustee and to the
      extent permitted by law) upon the overdue installments of interest at the
      rate prescribed therefor in such Securities, such payments to be made
      ratably to the Persons entitled thereto, without discrimination or
      preference;

            THIRD: In case the principal or premium, if any, of the Securities
      of such series in respect of which moneys have been collected shall have
      become and shall be then due and payable, to the payment of the whole
      amount then owing and unpaid upon all the Securities of such series for
      principal and premium, if any, and interest, if any, with interest upon
      the overdue principal and premium, if any, and (to the extent that such
      interest has been collected by the Trustee and to the extent permitted by
      law) upon overdue installments of interest at the rate prescribed therefor
      in the Securities of such series; and in case such moneys shall be
      insufficient to pay in full the whole amount so due and unpaid upon the
      Securities of such series, then to the payment of such principal and any
      premium and interest, without preference or priority of principal over
      interest, or of interest over principal or premium, or of any installment
      of interest over any other installment of interest, or of any Security of
      such series over any other Security of such series, ratably to the
      aggregate of such principal and any premium and accrued and unpaid
      interest; and

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

SECTION 507. LIMITATION ON SUITS.

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

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


                                       38
<Page>

            (2) the Holders of not less than 33% in principal amount of the
      Outstanding Securities of that series shall have made written request to
      the Trustee to institute proceedings in respect of such Event of Default
      in its own name as Trustee hereunder;

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

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

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

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

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND
INTEREST.

            Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of (and premium, if any) and (subject to
Section 307 hereof) interest, if any, on such Security on the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption or
repayment at the option of the Holder, on the Redemption Date or the repayment
date, respectively) and to institute suit for the enforcement of any such
payment, and such rights shall not be impaired without the consent of such
Holder.

SECTION 509. RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE.

            Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last paragraph
of Section 306 hereof, no right or remedy herein conferred upon or reserved to
the Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.


                                       39
<Page>

SECTION 511. DELAY OR OMISSION NOT WAIVER.

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

SECTION 512. CONTROL BY HOLDERS.

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

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

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

            (3) the Trustee shall not determine that the action so directed
      would be unjustly prejudicial to Holders not taking part in such action,
      and

            (4) subject to the provisions of Section 601, the Trustee shall have
      the right to decline to follow any such direction if the Trustee in good
      faith shall, by a Responsible Officer or Officers of the Trustee,
      determine that the proceeding so directed would involve the Trustee in
      personal liability.

SECTION 513. WAIVER OF PAST DEFAULTS.

            The Holders of not less than a majority in aggregate principal
amount of the Outstanding Securities of all series with respect to which any
default under the Indenture shall have occurred and be continuing (voting as one
class) may, on behalf of the Holders of all Securities of all such series waive
any past default under the Indenture and its consequences, except a default

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

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

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


                                       40
<Page>

SECTION 514. UNDERTAKING FOR 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,
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 514 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of the Outstanding Securities of
any series, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of (or premium, if any) or interest, if any, on any
Security on or after the Stated Maturity or Maturities expressed in such
Security (or, in the case of redemption or repayment at the option of the
Holder, on or after the Redemption Date or the Repayment Date, respectively).

SECTION 515. WAIVER OF STAY OR EXTENSION LAWS.

            The Company covenants (to the extent that it may lawfully do so)
that it will not at any time insist upon, or plead, or in any manner whatsoever
claim 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 SIX

                                   THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

            (a) Except during the continuance of an Event of Default with
respect to the Securities of any series,

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

                  (2) in the absence of bad faith on its part, the Trustee may
            conclusively rely, as to the truth of the statements and the
            correctness of the opinions expressed therein, upon certificates or
            opinions furnished to the Trustee and conforming to the requirements
            of 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 examine the same to
            determine whether or not they conform to the requirements of this
            Indenture.

            (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree


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<Page>

of care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs.

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

                  (1) this Subsection shall not be construed to limit the
            effect of Subsection (a) of this Section 601;

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

                  (3) the Trustee shall not be liable with respect to any action
            taken or omitted to be taken by it in good faith in accordance with
            the direction of the Holders of a majority in principal amount of
            the Outstanding Securities of any series, determined as provided in
            Section 512 hereof, relating to the time, method and place of
            conducting any proceeding for any remedy available to the Trustee,
            or exercising any trust or power conferred upon the Trustee, under
            this Indenture with respect to the Securities of such series; and

                  (4) no provision of this Indenture shall require the Trustee
            to expend or risk its own funds or otherwise incur any financial
            liability in the performance of any of its duties hereunder, or in
            the exercise of any of its rights or powers, if it shall have
            reasonable grounds for believing that repayment of such funds or
            adequate indemnity against such risk or liability is not reasonably
            assured to it.

            (d) Whether or not therein expressly so provided, every provision of
this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section 601. The permissive right of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty and it shall not be answerable for
other than its own negligent action, its own negligent failure to act or its own
willful misconduct.

SECTION 602. NOTICE OF DEFAULTS.

            Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series, as their names and addresses appear in
the Security Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; PROVIDED, however, that,
except in the case of a default in the payment of the principal of (or premium,
if any) or interest, if any, on any Security of such series or in the payment of
any sinking fund installment with respect to Securities of such series, the
Trustee shall be protected in withholding such notice if and so long as the
board of directors, the executive committee or a trust committee of directors or
Responsible Officers of the Trustee in good faith determine that the withholding
of such notice is in the interest of the Holders of Securities of such series;
and PROVIDED, further, that in the case of any default of the character
specified in Section 501(d) hereof with respect to Securities of such series, no
such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section 602, the term "default"
means any event which is, or after notice or lapse of time or both would become,
an Event of Default with respect to Securities of such series.


                                       42
<Page>

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

            Subject to the provisions of Section 601 hereof:

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

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

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

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

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

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

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

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

            (i) 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


                                       43
<Page>

Corporate Trust Office of the Trustee from the Company or any Holder, and such
notice references the Securities and this Indenture; and

            (j) 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 to each agent, custodian and other Person
employed to act hereunder.

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.

            The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no representations as to
the validity or sufficiency of this Indenture or of the Securities. Neither the
Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Company of Securities or the proceeds thereof. The Trustee
shall not be responsible for doing or performing any thing or act which the
Company shall have covenanted to do or perform, or for any compliance with any
covenant by the Company, nor shall the Trustee be bound to ascertain or inquire
as to the performance of any covenant, condition or agreement by the Company,
but it may require full information and advice in regard to any of the
foregoing.

SECTION 605. MAY HOLD SECURITIES.

            The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 608 and 613 hereof, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other agent.

SECTION 606. MONEY HELD IN TRUST.

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

SECTION 607. COMPENSATION AND REIMBURSEMENT.

            The Company agrees

            (1) to pay to the Trustee from time to time such compensation as is
      agreed upon in writing, or, if no such agreement exists, reasonable
      compensation for all services rendered by it hereunder (which compensation
      shall not be limited by any provision of law in regard to the compensation
      of a trustee of an express trust);

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


                                       44
<Page>

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

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

SECTION 608. CONFLICTING INTERESTS.

            The Trustee for the Securities of any series issued hereunder shall
be subject to the provisions of Section 310(b) of the Trust Indenture Act during
the period of time provided for therein. In determining whether the Trustee has
a conflicting interest as defined in Section 310(b) of the Trust Indenture Act
with respect to the Securities of any series, there shall be excluded for
purposes of the conflicting interest provisions of such Section 310(b) the
Securities of every other series issued under this Indenture. Nothing herein
shall prevent the Trustee from filing with the Commission the application
referred to in the second to last paragraph of Section 310(b) of the Trust
Indenture Act.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

            There shall at all times be a Trustee hereunder which shall be
eligible to act as trustee under the Trust Indenture Act and which shall have a
combined capital and surplus of at least $50,000,000. If the Trustee does not
have an office in The City of New York, the Trustee may appoint an agent in The
City of New York reasonably acceptable to the Company to conduct any activities
which the Trustee may be required under this Indenture to conduct in The City of
New York. If the Trustee does not have an office in The City of New York or has
not appointed an agent in The City of New York, the Trustee shall be a
participant in The Depository Trust Company and FAST distribution systems. If
such corporation publishes reports of condition at least annually, pursuant to
law or to the requirements of a Federal, State, or District of Columbia
supervising or examining authority, then for the purposes of this Section 609,
the combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. If at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 609, the Trustee shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR TRUSTEE.

            (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611 hereof.

            (b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company, specifying the day upon which the resignation is to take effect. If the
instrument of acceptance by a successor Trustee required by Section 611 hereof
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent


                                       45
<Page>

jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

            (c) The Trustee may be removed at any time with respect to the
Securities of any series by Act of the Holders of a majority in principal amount
of the Outstanding Securities of such series, delivered to the Trustee and to
the Company.

            (d) If at any time:

                  (1) the Trustee shall fail to comply with Section 310(b) of
            the Trust Indenture Act pursuant to Section 608 hereof with respect
            to any series of Securities after written request therefor by the
            Company or by any Holder who has been a bona fide Holder of a
            Security for at least six months, or

                  (2) the Trustee shall cease to be eligible under Section 609
            hereof and shall fail to resign after written request therefor by
            the Company or by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (ii) subject to Section 514 hereof,
any Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

            (e) If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, with
respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 611 hereof. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
611 hereof, become the successor Trustee with respect to the Securities of such
series and to that extent supersede the successor Trustee appointed by the
Company. If no successor Trustee with respect to the Securities of any series
shall have been so appointed by the Company or the Holders and accepted
appointment in the manner required by Section 611 hereof, any Holder who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

            (f) The Company shall give notice of each resignation and each
removal of the Trustee with respect to the Securities of any series and each
appointment of a successor


                                       46
<Page>

Trustee with respect to the Securities of any series by mailing written notice
of such event by first-class mail, postage prepaid, to all Holders of Securities
of such series as their names and addresses appear in the Security Register.
Each notice shall include the name of the successor Trustee with respect to the
Securities of such series and the address of its Corporate Trust Office.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

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

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

            (c) Upon request of any such successor Trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in paragraph (a) or (b) of this Section 611, as the case may be.

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


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<Page>

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

            Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, PROVIDED such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

SECTION 614. AUTHENTICATING AGENTS.

            From time to time the Trustee, in its sole discretion, may appoint
one or more Authenticating Agents with respect to one or more series of
Securities with power to act on the Trustee's behalf and subject to its
direction in the authentication and delivery of Securities of such series or in
connection with transfers and exchanges under Sections 304, 305, 306, 906, and
1107 hereof as fully to all intents and purposes as though the Authenticating
Agent had been expressly authorized by those Sections of this Indenture to
authenticate and deliver Securities of such series. For all purposes of this
Indenture, the authentication and delivery of Securities by an Authenticating
Agent pursuant to this Section 614 shall be deemed to be authentication and
delivery of such Securities "by the Trustee". Each such Authenticating Agent
must at all times be a corporation organized and doing business under the laws
of the United States, any State thereof or the District of Columbia, authorized
under such laws to exercise corporate trust powers, having a combined capital
and surplus of at least $50,000,000 and subject to supervision or examination by
Federal, State 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 614 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 614, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section 614.

            Any corporation into which any Authenticating Agent may be merged or
with which it may be consolidated, or any corporation resulting from any merger
or consolidation or to which any Authenticating Agent shall be a party, or any
corporation succeeding to the corporate trust business of any Authenticating
Agent, shall be the successor of the Authenticating Agent hereunder, if such
successor corporation is otherwise eligible under this Section 614, without the
execution or filing of any paper or any further act on the part of the parties
hereto or the Authenticating Agent or such successor corporation.


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            An Authenticating Agent may resign at any time 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 Trustee. 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 614, the
Trustee may appoint a successor Authenticating Agent and shall mail notice of
such appointment to all Holders of Securities of the series with respect to
which such Authenticating Agent will serve, 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 the
rights, powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 614.

            The Trustee agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section 614, and the
Trustee shall be entitled to be reimbursed for such payments pursuant to Section
607 hereof.

            If an appointment with respect to one or more series of Securities
is made pursuant to this Section 614, the Securities of such series may have
endorsed thereon, in addition to the Trustee's certificate of authentication, an
alternate certificate of authentication in the following form:

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

                                    JPMorgan Chase Bank,
                                    as Trustee


                                    By:__________________________________
                                    as Authenticating Agent


                                    By:__________________________________
                                    Authorized Signatory


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

            The Company will furnish or cause to be furnished to the Trustee
with respect to the Securities of each series

            (a) semi-annually, not later than 15 days after each Regular Record
      Date, or, in the case of any series of Securities on which semi-annual
      interest is not payable, not more than 15 days after such semi-annual
      dates as may be specified pursuant to Section 301(19) or by the Trustee, a
      list, in such form as the Trustee may reasonably


                                       49
<Page>

      require, of the names and addresses of the Holders as of such Regular
      Record Date or semi-annual date, as the case may be, and

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

PROVIDED, however, that if and so long as the Trustee is Security Registrar for
any series of Securities, no such list shall be required to be furnished with
respect to any such series.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

            (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 701 hereof and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar. The Trustee may destroy any list furnished to it as provided
in Section 701 hereof upon receipt of a new list so furnished.

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

            (i) afford such applicants access to the information preserved at
      the time by the Trustee in accordance with Section 702(a) hereof, or

            (ii) inform such applicants as to the approximate number of Holders
      whose names and addresses appear in the information preserved at the time
      by the Trustee in accordance with Section 702(a) hereof, and as to the
      approximate cost of mailing to such Holders the form of proxy or other
      communication, if any, specified in such application.

            If the Trustee shall elect not to afford such applicants access to
such information, the Trustee shall, upon the written request of such
applicants, mail to each Holder whose name and address appear in the information
preserved at the time by the Trustee in accordance with Section 702(a) hereof a
copy of the form of proxy or other communication which is specified in such
request, with reasonable promptness after a tender to the Trustee of the
material to be mailed and of payment, or provision for the payment, of the
reasonable expenses of mailing, unless within five days after such tender the
Trustee shall mail to such applicants and file with the Commission, together
with a copy of the material to be mailed, a written statement to the effect
that, in the opinion of the Trustee, such mailing would be contrary to the best
interest of the Holders or would be in violation of applicable law. Such written
statement shall specify the basis of such opinion. If the Commission, after
opportunity for a hearing upon the objections specified in the written statement
so filed, shall enter an order refusing to sustain any of such objections or if,
after the entry of an order sustaining one or more of such objections, the
Commission shall find, after notice and opportunity for hearing, that all the
objections so sustained have been met and shall enter an order so declaring, the
Trustee shall mail copies of such material to all such Holders with reasonable
promptness after the entry of such order and


                                       50
<Page>

the renewal of such tender; otherwise the Trustee shall be relieved of any
obligation or duty to such applicants respecting their application.

            (c) 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 agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 702(b) hereof, regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable
by reason of mailing any material pursuant to a request made under Section
702(b) hereof.

SECTION 703. REPORTS BY TRUSTEE.

            (a) Within 60 days after the first May 15 which occurs not less than
60 days following the first date of issuance of Securities of any series under
this Indenture and within 60 days after May 15 in every year thereafter, the
Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Security Register, a brief report dated as of such May 15 with
respect to any of the following events which may have occurred within the
previous 12 months (but if no such event has occurred within such period no
report need be transmitted):

            (1) any change to its eligibility under Section 609 hereof and
      its qualifications under Section 608 hereof;

            (2) the creation of or any material change to a relationship
      specified in paragraphs (1) through (10) of Section 310(b) of the Trust
      Indenture Act;

            (3) the character and amount of any advances (and if the Trustee
      elects so to state, the circumstances surrounding the making thereof) made
      by the Trustee (as such) which remain unpaid on the date of such report,
      and for the reimbursement of which it claims or may claim a lien or
      charge, prior to that of the Securities, on any property or funds held or
      collected by it as Trustee, except that the Trustee shall not be required
      (but may elect) to report such advances if such advances so remaining
      unpaid aggregate not more than 1/2 of 1% of the principal amount of the
      Securities Outstanding on the date of such report;

            (4) any change to the amount, interest rate and maturity date of all
      other Indebtedness owing by the Company (or by any other obligor on the
      Securities) to the Trustee in its individual capacity, on the date of such
      report, with a brief description of any property held as collateral
      security therefor, except an Indebtedness based upon a creditor
      relationship arising in any manner described in Sections 613(b)(2), (3),
      (4) or (6) hereof;

            (5) any change to the property and funds, if any, physically in the
      possession of the Trustee as such on the date of such report;

            (6) any release, or release and substitution, of property subject to
      the lien of this Indenture, if any (and the consideration therefor, if
      any) which it has not previously reported;

            (7) any additional issue of Securities which the Trustee has not
      previously reported; and


                                       51
<Page>

            (8) any action taken by the Trustee in the performance of its duties
      hereunder which it has not previously reported and which in its opinion
      materially affects the Securities, except action in respect of a default,
      notice of which has been or is to be withheld by the Trustee in accordance
      with Section 602 hereof.

            (b) The Trustee shall transmit by mail to all Holders, as their
names and addresses appear in the Security Register, a brief report with respect
to (1) the release, or release and substitution, of property subject to the lien
of this Indenture (and the consideration therefor, if any) unless the fair value
of such property, is less than 10% of the principal amount of Securities
outstanding at the time of such release, or release and substitution, and (2)
the character and amount of any advances (and if the Trustee elects so to state,
the circumstances surrounding the making thereof) made by the Trustee (as such)
since the date of the last report transmitted pursuant to Subsection (a) of this
Section 703 (or if no such report has yet been so transmitted, since the date of
execution of this instrument) for the reimbursement of which it claims or may
claim a lien or charge, prior to that of the Securities, on property or funds
held or collected by it as Trustee and which it has not previously reported
pursuant to this Subsection, except that the Trustee shall not be required (but
may elect) to report such advances if such advances remaining unpaid at any time
aggregate 10% or less of the principal amount of the Securities Outstanding at
such time, such report to be transmitted within 90 days after such time.

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

SECTION 704. REPORTS BY COMPANY.

            The Company shall:

            (1) file with the Trustee, within 15 days after 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 the Commission may from time to
      time by rules and regulations prescribe) which the Company may be required
      to file with the Commission pursuant to Section 13 or Section 15(d) of the
      Exchange Act; or, if the Company is not required to file information,
      documents or reports pursuant to either of said Sections, then it shall
      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;

            (2) file with the Trustee and the Commission, in accordance with
      rules and regulations prescribed from time to time by the Commission, such
      additional information, documents and reports with respect to compliance
      by the Company with the conditions and covenants of this Indenture as may
      be required from time to time by such rules and regulations; and

            (3) transmit by mail to all Holders, as their names and addresses
      appear in the Security Register, within 30 days after the filing thereof
      with the Trustee, such


                                       52
<Page>

      summaries of any information, documents and reports required to be filed
      by the Company pursuant to paragraphs (1) and (2) of this Section 704 as
      may be required by rules and regulations prescribed from time to time by
      the Commission.

            Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates and the statements
delivered to it pursuant to Section 1007).


                                  ARTICLE EIGHT

               CONSOLIDATION, MERGER, CONVEYANCE, SALE OR TRANSFER

SECTION 801. COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

            Unless otherwise provided in an indenture supplemental hereto, the
Company shall not consolidate with or merge into any other Person or convey,
sell or otherwise transfer its properties and assets substantially as an
entirety to any Person, unless:

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

            (2) immediately after giving effect to such transaction, no Event of
      Default with respect to any series of Securities, and no event which,
      after notice or lapse of time or both would become an Event of Default
      with respect to any series of Securities, shall have happened and be
      continuing; and

            (3) the Company has delivered to the Trustee for each series of
      Securities an Officers' Certificate and an Opinion of Counsel, each
      stating that such consolidation, merger, conveyance or transfer and such
      supplemental indenture comply with this Article and that all conditions
      precedent herein provided for relating to such transaction have been
      complied with.

SECTION 802. SUCCESSOR PERSON TO BE SUBSTITUTED.

            Upon any consolidation by the Company with or merger by the Company
into any other Person or any conveyance, sale or transfer of the properties and
assets of the Company substantially as an entirety in accordance with Section
801 hereof, the successor Person formed by such consolidation or into which the
Company is merged or to which such conveyance, sale or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture with the same effect as if such successor
Person had been named as the Company herein, and thereafter the predecessor


                                       53
<Page>

corporation shall be relieved of all obligations and covenants under this
Indenture and the Securities.


                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

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

            (3) to add any additional Events of Default;

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

            (5) to change or eliminate any of the provisions of this Indenture,
      PROVIDED that any such change or elimination shall become effective only
      as to the Securities of any series created by such supplemental indenture
      and Securities of any series subsequently created to which such change or
      elimination is made applicable by the subsequent supplemental indenture
      creating such series;

            (6) to secure the Securities;

            (7) to establish the form or terms of Securities of any series as
      permitted by Sections 201 and 301 hereof;

            (8) to evidence and provide for the acceptance of appointment
      hereunder by a successor Trustee with respect to the Securities of one or
      more series and to add to or change any of the provisions of this
      Indenture as shall be necessary to provide for or facilitate the
      administration of the trusts hereunder by more than one Trustee, pursuant
      to the requirements of Section 611(b) hereof;

            (9) to provide for any rights of the Holders of Securities of any
      series to require the repurchase of Securities of such series by the
      Company;


                                       54
<Page>

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

            (11) to add to this Indenture such provisions as may be expressly
      permitted by the Trust Indenture Act, excluding, however, the provisions
      referred to in Section 316(a)(2) of the Trust Indenture Act as in effect
      at the date as of which this instrument was executed or any corresponding
      provision in any similar Federal statute hereafter enacted; or

            (12) to modify, alter, amend or supplement this Indenture in any
      other respect which is not materially adverse to Holders, which does not
      involve a change described in clauses (1), (2) or (3) of Section 902
      hereof.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

            With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Securities of all series affected
by such supplemental indenture (voting as one class), by Act of said Holders
delivered to the Company and the Trustee, the Company, when authorized by or
pursuant to a Board Resolution, and the Trustee may enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Holders of Securities of such
series under this Indenture; PROVIDED, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

            (1) change the Stated Maturity of the principal of, or any
      installment of principal of or interest, if any, on, any Security, or
      reduce the principal amount thereof or the rate of interest thereon or any
      premium payable upon the redemption thereof, or reduce the amount of the
      principal of an Original Issue Discount Security that would be due and
      payable upon a declaration of acceleration of the Maturity thereof
      pursuant to Section 502 hereof, or change any Place of Payment where, or
      the coin or currency in which, any Security or any premium or the interest
      thereon is payable, or impair the right to institute suit for the
      enforcement of any such payment on or after the Stated Maturity thereof
      (or, in the case of redemption or repayment at the option of the Holder,
      on or after the Redemption Date or repayment date, respectively),

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

            (3) modify any of the provisions of this Section 902 or Section 513
      hereof, except to increase any such percentage or to provide that certain
      other provisions of this Indenture cannot be modified or waived without
      the consent of the Holder of each Outstanding Security affected thereby,
      PROVIDED, however, that this clause shall not be


                                       55
<Page>

      deemed to require the consent of any Holder with respect to changes in the
      references to "the Trustee" and concomitant changes in this Section 902,
      or the deletion of this proviso, in accordance with the requirements of
      Sections 611(b) and 901(8) hereof.

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

            It shall not be necessary under this Section 902 that the particular
form of any proposed supplemental indenture be approved by an Act, PROVIDED that
the substance of such proposed supplemental indenture shall have been approved.

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES.

            In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601 hereof) shall be fully protected in relying upon, an
Opinion of Counsel and an Officers' Certificate, each stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture. The
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES.

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

SECTION 905. CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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


                                       56
<Page>

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

            The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the principal of (and premium,
if any) and interest, if any, on the Securities of that series in accordance
with the terms of the Securities of such series and this Indenture.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

            The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee, and, in such event, the Trustee shall act as the
Company's agent to receive all such presentations, surrenders, notices and
demands.

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

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

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

            Whenever the Company has one or more Paying Agents for any series of
Securities, it will, no later than 11:00 a.m., New York time, on or prior to
each due date of the principal of (and premium, if any) or interest, if any, on
any Securities of that series, deposit with a Paying Agent a sum in immediately
available funds sufficient to pay the principal (and premium, if any) or
interest so becoming due, such sum to be held in trust for the benefit of the
Persons entitled to such principal, premium or interest, and (unless such Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its
failure so to act.


                                       57
<Page>

            The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section 1003, that such Paying Agent will:

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

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

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

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

            The Company initially authorizes the Trustee to act as Paying Agent
for the Securities on its behalf and as agent of the Company where notices and
demands to or upon the Company in respect of the Securities and this Indenture
may be served. The Company may at any time and from time to time authorize one
or more Persons to act as Paying Agent or as such agent in addition to or in
place of the Trustee with respect to any series of Securities issued under this
Indenture.

            Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of (and premium,
if any) or interest, if any, on any Security of any series and remaining
unclaimed for two years after such principal (and premium, if any) or interest
has become due and payable shall be paid to the Company on Company Request, or
(if then held by the Company) shall be discharged from such trust; and the
Holder of such Security shall thereafter, as an unsecured general creditor, look
only to the Company for payment thereof, and all liability of the Trustee or
such Paying Agent with respect to such trust money, and all liability of the
Company as trustee thereof, shall thereupon cease; PROVIDED, however, that the
Trustee or such Paying Agent, before being required to make any such repayment,
shall at the written request and expense of the Company cause to be published
once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in the Borough of Manhattan, The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Company.


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<Page>

SECTION 1004. CORPORATE EXISTENCE.

            Except as otherwise permitted under Article Eight, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence and will use its best efforts to do or cause
to be done all things necessary to preserve and keep in full force and effect
its rights (charter and statutory) and franchises; PROVIDED, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company.

SECTION 1005. MAINTENANCE OF PROPERTIES.

            The Company will cause all tangible properties used or useful in the
conduct of its business to be maintained and kept in good condition, repair and
working order and supplied with all necessary equipment and will cause to be
made all necessary repairs, renewals, replacements, betterments and improvements
thereof, all as in the judgment of the Company may be necessary so that the
business carried on in connection therewith may be properly and advantageously
conducted at all times; PROVIDED, however, that nothing in this Section 1005
shall prevent the Company from discontinuing the operation or maintenance of any
of such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business.

SECTION 1006. MAINTENANCE OF INSURANCE.

            The Company will maintain with insurers the Company reasonably
believes to be financially sound and reputable, insurance deemed adequate by the
Company with respect to its properties and business against loss or damage of
the kinds customarily insured against by corporations in the same or similar
business. Such insurance may be subject to co-insurance, deductibility or
similar clauses which, in effect, result in self-insurance of certain losses,
PROVIDED that such self-insurance is in accord with the practices of
corporations in the same or similar business and adequate insurance reserves are
maintained in connection with such self-insurance.

SECTION 1007. STATEMENT BY OFFICERS AS TO DEFAULT.

            The Company will deliver to the Trustee on or before May 15 in each
year, a certificate of the Company's principal executive officer, principal
financial officer or principal accounting officer stating that in the course of
the performance by such signer of his duties as an officer of the Company he
would normally have knowledge of any default by the Company in the performance
and observance of any of the covenants or conditions contained in the Indenture,
stating whether or not he has knowledge of any such default and, if so,
specifying each such default of which such signer has knowledge and the nature
thereof.

SECTION 1008. DEFEASANCE OF CERTAIN OBLIGATIONS.

            The Company may omit to comply with any term, provision or condition
set forth in Section 801 or in Sections 1004 to 1006, inclusive, hereof with
respect to the Securities of any series, PROVIDED that the following conditions
shall have been satisfied:

            (1) the Company has deposited or caused to be irrevocably deposited
      (except as provided in Section 402(c) hereof and the last paragraph of
      Section 1003 hereof) with the Trustee (specifying that each deposit is
      pursuant to this Section 1008) as trust funds


                                       59
<Page>

      in trust, specifically pledged as security for, and dedicated solely to,
      the benefit of the Holders of the Securities of such series, (i) money in
      the currency or units of currency in which such Securities are payable in
      an amount, or (ii) (except as provided in a supplemental indenture with
      respect to such series) if Securities of such series are not subject to
      repurchase at the option of Holders and if such Securities are payable in
      U.S. Dollars, (A) 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
      referred to in clause (x) or (y) of this subparagraph (1) money in an
      amount, or (B) a combination thereof, in each case sufficient, in the
      report of a nationally recognized firm of independent certified public
      accountants expressed in a written certification thereof delivered to the
      Trustee, to pay and discharge, and which the Trustee shall be instructed
      to apply to pay and discharge, (x) the principal of (and premium, if any)
      and each installment of principal (and premium, if any) and interest, if
      any, on the Outstanding Securities of such series on the Stated Maturity
      of such principal or installment of principal or interest or to and
      including the Redemption Date irrevocably designated by the Company
      pursuant to subparagraph (4) of this Section 1008 and (y) any mandatory
      sinking fund payments applicable to the Securities of such series on the
      day on which payments are due and payable in accordance with the terms of
      the Indenture and of the Securities of such series;

            (2) no Event of Default or event which with notice or lapse of time
      would become an Event of Default (including by reason of such deposit)
      with respect to the Securities of such series shall have occurred and be
      continuing on the date of such deposit;

            (3) the Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect (i) that Holders of the Securities of such series
      will not recognize income, gain, loss or expense for Federal income tax
      purposes as a result of such deposit and defeasance of certain obligations
      and will take into account all items of income, gain, loss or expense with
      respect to the Securities at the same time and in the same manner as if
      such deposit and defeasance had not taken place; (ii) that such provision
      would not cause any outstanding Securities of such series then listed on
      any national securities exchange to be delisted as a result thereof; and
      (iii) that the defeasance trust is not, or is registered as, an investment
      company under the Investment Company Act of 1940;

            (4) if the Company has deposited or caused to be deposited money or
      U.S. Government Obligations to pay or discharge the principal of (and
      premium, if any) and interest, if any, on the Outstanding Securities of a
      series to and including a Redemption Date on which all of the Outstanding
      Securities of such series are to be redeemed, such Redemption Date shall
      be irrevocably designated by a Board Resolution delivered to the Trustee
      on or prior to the date of deposit of such money or U.S. Government
      Obligations, and such Board Resolution shall be accompanied by an
      irrevocable Company Request that the Trustee give notice of such
      redemption in the name and at the expense of the Company not less than 30
      nor more than 60 days prior to such Redemption Date in accordance with
      Section 1104 hereof; and

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

            Upon the Company's exercise of its option to have this Section
applied to the Securities of any series, (1) the Company shall be released from
its obligations under Sections 801 and Sections 1004 through 1006, inclusive,
and (2) the occurrence of any event specified in


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<Page>

Section 501(d) (with respect to any of Section 801 and Sections 1004 through
1006, inclusive) shall be deemed not to be or result in an Event of Default, in
each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth above are satisfied (hereinafter called
"Covenant Defeasance"). For this purpose, Covenant Defeasance means that, with
respect to such Securities, the Company may omit to comply with and shall have
no liability in respect of any term, condition or limitation set forth in any
such specified Section (to the extent so specified in the case of Section
501(d)), whether directly or indirectly by reason of any reference elsewhere
herein to any such Section or by reason of any reference in any such Section to
any other provision herein or in any other document, but the remainder of this
Indenture and such Securities shall be unaffected thereby.

            Notwithstanding anything herein to the contrary, no Covenant
Defeasance shall release any successor Person referred to in Article Eight from
its obligations to assume the obligations of the Company under Section 607 as a
condition to the consummation of any transaction contemplated by Section 801.

SECTION 1009. WAIVER OF CERTAIN COVENANTS.

            The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 801 or in Sections 1004 to
1006, inclusive, hereof, with respect to the Securities of any series if before
the time for such compliance the Holders of at least a majority in aggregate
principal amount of the Outstanding Securities of such series shall, by Act of
such Holders, either waive such compliance in such instance or generally waive
compliance with such term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition except to the extent so
expressly waived, and, until such waiver shall become effective, the obligations
of the Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect. Notwithstanding
anything herein to the contrary, no waiver pursuant to this Section shall
release any successor Person referred to in Article Eight from its obligations
to assume the obligations of the Company under Section 607 as a condition to the
consummation of any transaction contemplated by Section 801.

SECTION 1010. FURTHER ASSURANCES.

            The Company shall, at its own cost and expense, execute and deliver
to the Trustee all such other documents, instruments and agreements and do all
such other acts and things as may be reasonably required, in the opinion of the
Trustee, to enable the Trustee to exercise and enforce its rights under this
Indenture and under the documents, instruments and agreements required under
this Indenture and to carry out the intent of this Indenture.


                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

            Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 hereof for Securities of any
series) in accordance with this Article Eleven.


                                       61
<Page>

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

            The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities and evidenced by an Officers' Certificate. In
case of any redemption at the election of the Company of less than all the
Securities of any series, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date and of
the principal amount of Securities of such series to be redeemed. In the case of
any redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, or pursuant to an election by the Company which is subject to a
condition specified in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers' Certificate
evidencing compliance with such restriction or condition.

SECTION 1103. SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

            If any Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
of the principal amount of Securities of such series, provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the previous sentence.

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

            The provisions of the preceding two paragraphs shall not apply with
respect to any redemption affecting only a single Security, whether such
Security is to be redeemed in whole or in part. In the case of any such
redemption in part, the unredeemed portion of the principal amount of the
Security shall be in an authorized denomination (which shall not be less than
the minimum authorized denominations) for such Security.

            Securities shall be excluded from eligibility for selection for
redemption if they are identified by registration and certificate number in a
written statement signed by an authorized officer of the Company and delivered
to the Security Registrar at least 60 days prior to the Redemption Date as being
owned of record and beneficially by, and not pledged or hypothecated by either
(a) the Company or (b) an entity specifically identified in such written
statement which is an Affiliate of the Company.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to the redemption of Securities shall relate,
in the case of any Securities


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<Page>

redeemed or to be redeemed only in part, to the portion of the principal amount
of such Securities which has been or is to be redeemed.

SECTION 1104. NOTICE OF REDEMPTION.

            Notice of redemption shall be given by first-class mail, postage
prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption
Date, to each Holder of Securities to be redeemed, at his address appearing in
the Security Register.

            All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the Redemption Price,

            (3) if less than all the Outstanding Securities of any series
      consisting of more than a single Security are to be redeemed, the
      identification (and, in the case of partial redemption, the principal
      amounts) of the particular Securities to be redeemed and, if less than all
      the Outstanding Securities of any series consisting of a single Security
      are to be redeemed, the principal amount of the particular Security to be
      redeemed,

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

            (5) the place or places where such Securities are to be surrendered
      for payment of the Redemption Price,

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

            (7) CUSIP numbers, if any.

            Unless otherwise specified with respect to any Securities in
      accordance with Section 301, with respect to any redemption of Securities
      at the election of the Company, unless, upon the giving of notice of such
      redemption, defeasance shall have been effected with respect to such
      Securities pursuant to Sections 401 and 403, such notice may state that
      such redemption shall be conditional upon the receipt by the Trustee or
      the Paying Agent(s) for such Securities, on or prior to the date fixed for
      such redemption, of money sufficient to pay the principal of and any
      premium and interest on such Securities and that if such money shall not
      have been so received such notice shall be of no force and effect and the
      Company shall not be required to redeem such Securities. In the event that
      such notice of redemption contains such a condition and such money is not
      so received, the redemption shall not be made and within a reasonable time
      thereafter notice shall be given, in the manner in which the notice of
      redemption was given, that such money was not so received and such
      redemption was not required to be made, and the Trustee or Paying Agent(s)
      for the Securities otherwise to have been redeemed shall promptly return
      to the Holders thereof any such Securities which had been surrendered for
      payment of such redemption.

            Notice of redemption of Securities to be redeemed at the election of
the Company, and any notice of non-satisfaction of redemption as aforesaid,
shall be given by the Company or, at the Company's request, by the Trustee in
the name and at the expense of the


                                       63
<Page>

Company. Subject to the preceding paragraph, any such notice of redemption shall
be irrevocable.

SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

            On or prior to 11:00 A.M., New York time, on any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003 hereof) an amount of money sufficient to pay the
Redemption Price of, and (except if the Redemption Date shall be an Interest
Payment Date) accrued interest on, all the Securities which are to be redeemed
on that date (to the extent that such amounts are not already on deposit at such
time in accordance with the provisions of Sections 401, 403 or 1008 hereof).

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.

            Notice of redemption having been given as aforesaid (subject to the
second paragraph of Section 1104), the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued and unpaid interest) such Securities
shall cease to bear interest. Upon surrender of any such Security for redemption
in accordance with said notice, such Security shall be paid by the Company at
the Redemption Price, together with accrued and unpaid interest to the
Redemption Date; PROVIDED, however, that installments of interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders
of such Securities, or one or more Predecessor Securities, registered as such at
the close of business on the relevant Record Dates according to their terms and
the provisions of Section 307 hereof.

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

SECTION 1107. SECURITIES REDEEMED IN PART.

            Any Security (including any Global Security) which is to be redeemed
only in part shall be surrendered at a Place of Payment therefor (with, if the
Company or the Trustee so requires, due endorsement by, or a written instrument
of transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder thereof or his attorney duly authorized in writing), and
the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of such Security without service charge, a new Security or Securities of
the same series and tenor, of any authorized denomination as requested by such
Holder, in aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so surrendered; PROVIDED,
that if a Global Security is so surrendered, the new Global Security shall be in
a denomination equal to the unredeemed portion of the principal of the Global
Security so surrendered.


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<Page>

                                 ARTICLE TWELVE

                                  SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

            The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 301 hereof for Securities of such series.

            The minimum amount of any sinking fund payment provided for by the
terms of Securities of any series is herein referred to as a "mandatory sinking
fund payment", and any payment in excess of such minimum amount provided for by
the terms of Securities of any series is herein referred to as an "optional
sinking fund payment". If provided for by the terms of Securities of any series,
the cash amount of any sinking fund payment may be subject to reduction as
provided in Section 1202 hereof. Each sinking fund payment shall be applied to
the redemption of Securities of any series as provided for by the terms of
Securities of such series.

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

            In lieu of making all or any part of any mandatory sinking fund
payment with respect to any series of Securities in cash, the Company may at its
option (a) deliver to the Trustee Securities of such series theretofore
purchased or otherwise acquired (except upon redemption pursuant to the
mandatory sinking fund) by the Company or receive credit for Securities of such
series (not previously so credited) theretofore purchased or otherwise acquired
(except as aforesaid) by the Company and delivered to the Trustee for
cancellation pursuant to Section 309 hereof, (b) receive credit for optional
sinking fund payments (not previously so credited) made pursuant to this Section
1202, or (c) receive credit for Securities of such series (not previously so
credited) redeemed by the Company through any optional redemption provision
contained in the terms of such series. Securities so delivered or credited shall
be received or credited by the Trustee at the sinking fund Redemption Price
specified in such Securities.

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

            Not less than 60 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying (a) the amount of the next ensuing sinking fund payment
for that series pursuant to the terms of that series, (b) whether or not the
Company intends to exercise its right, if any, to make an optional sinking fund
payment with respect to such series on the next ensuing sinking fund payment
date and, if so, the amount of such optional sinking fund payment, and (c) the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 1202 hereof and the basis for such
credit, and will also deliver to the Trustee any Securities to be so delivered.
Such written statement shall be irrevocable and upon its receipt by the Trustee
the Company shall become unconditionally obligated to make all the cash payments
or payments therein referred to, if any, on or before the next succeeding
sinking fund payment date. Failure of the Company, on or before any such 60th
day, to deliver such written statement and Securities specified in this
paragraph, if any, shall not constitute a default but shall constitute, on and
as of such date, the irrevocable election of the Company (i) that the mandatory
sinking fund payment for such series due on the next succeeding sinking fund
payment date shall be paid


                                       65
<Page>

entirely in cash without the option to deliver or credit Securities of such
series in respect therefor and (ii) that the Company will make no optional
sinking fund payment with respect to such series as provided in this Section
1203.

            Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 1103 hereof and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104 hereof. Such notice having been
duly given, the redemption of such Securities shall be made upon the terms and
in the manner stated in Sections 1105, 1106 and 1107 hereof.

            The Trustee shall not redeem or cause to be redeemed any Security of
a series with sinking fund moneys or mail any notice of redemption of Securities
of such series by operation of the sinking fund during the continuance of a
default in payment of interest with respect to Securities of that series or an
Event of Default with respect to the Securities of that series except that,
where the mailing of notice of redemption of any Securities shall theretofore
have been made, the Trustee shall redeem or cause to be redeemed such
Securities, PROVIDED that it shall have received from the Company a sum
sufficient for such redemption. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default,
shall occur, and any moneys thereafter paid into the sinking fund, shall, during
the continuance of such default or Event of Default, be deemed to have been
collected under Article Five and held for the payment of all such Securities. In
case such Event of Default shall have been waived as provided in Section 513
hereof or the default or Event of Default cured on or before the 60th day
preceding the sinking fund payment date, such moneys shall thereafter be applied
on the next succeeding sinking fund payment date in accordance with this Section
1203 to the redemption of such Securities.


                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 1301. COUNTERPARTS.

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



                                       66
<Page>



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

                              NEW YORK STATE ELECTRIC & GAS CORPORATION


                              By  ________________________________
                                Name:  Sherwood J. Rafferty
                                Title: Senior Vice President and
                                       Chief Financial Officer


                              JPMORGAN CHASE BANK,
                              as Trustee


                              By  _________________________________
                               Name:
                               Title:








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