<PAGE>

                                                                     EXHIBIT 4.1

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


                                NUCOR CORPORATION

                                       TO

                              THE BANK OF NEW YORK
                                   as Trustee



                             _______________________




                                    INDENTURE

                          Dated as of January 12, 1999

                             _______________________

                    Providing for issuance of Debt Securities



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

<PAGE>

                                NUCOR CORPORATION

               Reconciliation and tie between Trust Indenture Act of 1939 and
               Indenture dated as of January 12, 1999

Trust Indenture                                                   Indenture
  Act Section                                                      Section
---------------                                                  -----------

(S)310(a)(1) ..................................................   5.03, 8.09
      (a)(2) ..................................................   8.09
      (a)(3) ..................................................   Not Applicable
      (a)(4) ..................................................   Not Applicable
      (b) .....................................................   8.08
(S)311(a) .....................................................   8.13
      (b) .....................................................   8.13
      (b)(2) ..................................................   6.04(a)(2)
          .....................................................   6.04(b)
(S)312(a) .....................................................   6.01
          .....................................................   6.02(a)
      (b) .....................................................   6.02(b)
      (c) .....................................................   6.02(c)
(S)313(a) .....................................................   6.03(a)
      (b) .....................................................   6.03(a)
      (c) .....................................................   6.03(a)
      (d) .....................................................   6.03(b)
(S)314(a) .....................................................   6.04
      (b) .....................................................   Not Applicable
      (c)(1) ..................................................   15.05
      (c)(2) ..................................................   15.05
      (c)(3) ..................................................   Not Applicable
      (d) .....................................................   Not Applicable
      (e) .....................................................   15.05
(S)315(a) .....................................................   8.01
      (b) .....................................................   7.08
          .....................................................   6.04(a)(6)
      (c) .....................................................   8.01
      (d) .....................................................   8.01
      (d)(1) ..................................................   8.01(a)
      (d)(2) ..................................................   8.01(b)
      (d)(3) ..................................................   8.01(c)




<PAGE>

      (e) .....................................................   7.09
(S)316(a) .....................................................   1.01
      (a)(1)(A) ...............................................   7.07
      (a)(1)(B) ...............................................   7.01
          .....................................................   7.07
      (a)(2) ..................................................   Not Applicable
      (b) .....................................................   7.04
      (c) .....................................................   10.04
(S)317(a)(1) ..................................................   7.02
      (a)(2) ..................................................   7.02
      (b) .....................................................   5.04
(S)318(a) .....................................................   15.07

__________

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                             Page
<S>                                                                                          <C>
ARTICLE ONE DEFINITIONS. ...................................................................    1
     Section 1.01.  Definitions. ...........................................................    1

ARTICLE TWO ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND EXCHANGE OF DEBT SECURITIES. ...    7
     Section 2.01.  Issuable in Series: Unlimited Aggregate Principal Amount. ..............    7
     Section 2.02.  Documents Required for Issuance of Each Series of Debt Securities. .....    7
     Section 2.03.  Denominations: Certificate of Authentication. ..........................   11
     Section 2.04.  Execution of Debt Securities. ..........................................   11
     Section 2.05.  Exchange and Registration of Transfer of Debt Securities. ..............   12
     Section 2.06.  Mutilated, Destroyed, Lost or Stolen Debt Securities. ..................   13
     Section 2.07.  Temporary Debt Securities. .............................................   13
     Section 2.08.  Cancellation of Debt Securities Paid, Etc. .............................   14
     Section 2.09.  Debt Securities to be Treated Equally. .................................   14
     Section 2.10.  Computation of Interest. ...............................................   14
     Section 2.11.  Global Debt Securities; Depositary. ....................................   14
     Section 2.12.  CUSIP Numbers. .........................................................   17

ARTICLE THREE SINKING FUNDS. ...............................................................   18
     Section 3.01.  Applicability of Article. ..............................................   18
     Section 3.02.  Satisfaction of Sinking Fund Payments with Debt Securities. ............   18
     Section 3.03.  Redemption of Debt Securities for Sinking Fund. ........................   18

ARTICLE FOUR REDEMPTION OF DEBT SECURITIES. ................................................   20
     Section 4.01.  Applicability of Article. ..............................................   20
     Section 4.02.  Notice of Redemption; Selection of Debt Securities. ....................   20
     Section 4.03.  Payment of Debt Securities Called for Redemption. ......................   21

ARTICLE FIVE PARTICULAR COVENANTS OF THE COMPANY. ..........................................   22
     Section 5.01.  Payment of Principal, Premium and Interest. ............................   22
     Section 5.02.  Office for Notices and Payments, Etc. ..................................   22
     Section 5.03.  Appointments to Fill Vacancies in Trustee's Office. ....................   22
     Section 5.04.  Provision as to Paying Agent. ..........................................   22
     Section 5.05.  Secured Indebtedness of the Company and Restricted Subsidiaries. .......   23
     Section 5.06.  Sale and Leaseback Transactions. .......................................   25
     Section 5.07.  Waiver of Covenants. ...................................................   26
     Section 5.08.  Certificate to Trustee. ................................................   26

ARTICLE SIX HOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE. .....................   28
     Section 6.01.  Company to Furnish Holders' Lists to Trustee. ..........................   28
     Section 6.02.  Preservation of Information: Communications to Holders. ................   28
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                                                <C>
     Section 6.03.  Reports by the Trustee. .....................................................  29
     Section 6.04.  Reports by the Company. .....................................................  29

ARTICLE SEVEN  REMEDIES OF THE TRUSTEE AND DEBT SECURITY HOLDERS UPON EVENTS OF DEFAULT. ........  30
     Section 7.01.  Events of Default. ..........................................................  30
     Section 7.02.  Payment of Applicable Debt Securities on Default; Suit Therefor. ............  32
     Section 7.03.  Application of Money Collected by Trustee. ..................................  34
     Section 7.04.  Proceedings by Debt Security Holders. .......................................  35
     Section 7.05.  Proceedings by Trustee. .....................................................  35
     Section 7.06.  Remedies Cumulative and Continuing. .........................................  36
     Section 7.07.  Direction of Proceedings and Waiver of Defaults by Majority of Holders. .....  36
     Section 7.08.  Notice of Defaults. .........................................................  37
     Section 7.09.  No Undertaking to Pay Costs. ................................................  37

ARTICLE EIGHT  CONCERNING THE TRUSTEE. ..........................................................  38
     Section 8.01.  Duties and Responsibilities of Trustee. .....................................  38
     Section 8.02.  Reliance on Documents, Opinions, Etc. .......................................  39
     Section 8.03.  Responsibility for Recitals, Etc. ...........................................  40
     Section 8.04.  Trustee, Paying Agent or Debt Security Registrar May Own Debt
                       Securities. ..............................................................  40
     Section 8.05.  Money to Be Held in Trust. ..................................................  40
     Section 8.06.  Compensation and Expenses of Trustee. .......................................  40
     Section 8.07.  Officer's Certificate as Evidence. ..........................................  41
     Section 8.08.  Disqualification: Conflicting Interests. ....................................  41
     Section 8.09.  Eligibility of Trustee. .....................................................  41
     Section 8.10.  Resignation or Removal of Trustee. ..........................................  42
     Section 8.11.  Acceptance by Successor Trustee. ............................................  43
     Section 8.12.  Succession by Merger Etc. ...................................................  44
     Section 8.13.  Preferential Collection of Claims Against the Company. ......................  45

ARTICLE NINE  CONCERNING THE HOLDERS. ...........................................................  46
     Section 9.01.  Action by Holders. ..........................................................  46
     Section 9.02.  Proof of Execution by Holders. ..............................................  46
     Section 9.03.  Who Deemed Absolute Owners. .................................................  46
     Section 9.04.  Company-Owned Debt Securities Disregarded. ..................................  47
     Section 9.05.  Revocation of Consents; Future Holders Bound. ...............................  47

ARTICLE TEN  HOLDERS' MEETINGS. .................................................................  48
     Section 10.01.  Purposes of Meetings. ......................................................  48
     Section 10.02.  Call of Meetings by Trustee. ...............................................  48
     Section 10.03.  Call of Meetings by Company or Holders. ....................................  48
     Section 10.04.  Record Dates for Certain Actions. ..........................................  48
     Section 10.05.  Qualifications for Voting. .................................................  49
     Section 10.06.  Regulations. ...............................................................  49
     Section 10.07.  Voting. ....................................................................  50
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                                                 <C>
ARTICLE ELEVEN  SUPPLEMENTAL INDENTURES. .........................................................  51
     Section 11.01.  Supplemental Indentures without Consent of Holders. .........................  51
     Section 11.02.  Supplemental Indentures with Consent of Holders. ............................  52
     Section 11.03.  Effect of Supplemental Indentures. ..........................................  53
     Section 11.04.  Notation on Debt Securities. ................................................  53
     Section 11.05.  Evidence of Compliance of Supplemental Indenture to Be Furnished
                       Trustee. ..................................................................  53

ARTICLE TWELVE  CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER. ...................................  54
     Section 12.01.  Company May Consolidate, Etc., Only on Certain Terms. .......................  54
     Section 12.02.  Successor Corporation Substituted. ..........................................  54

ARTICLE THIRTEEN  SATISFACTION AND DISCHARGE OF INDENTURE OR CERTAIN COVENANTS. ..................  55
     Section 13.01.  Satisfaction and Discharge of Indenture. ....................................  55
     Section 13.02.  Defeasance Upon Deposit of Money, U.S. Government Obligations or
                       Eligible Obligations. .....................................................  55
     Section 13.03.  Deposited Money, U.S. Government Obligations and Eligible Obligations
                       to Be Held in Trust by Trustee. ...........................................  57
     Section 13.04.  Paying Agent to Repay Money Held. ...........................................  57
     Section 13.05.  Return of Unclaimed Amounts. ................................................  57

ARTICLE FOURTEEN  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS, DIRECTORS, AND
                EMPLOYEES. .......................................................................  58
     Section 14.01.  Indenture and Debt Securities Solely Corporate Obligations. .................  58

ARTICLE FIFTEEN  MISCELLANEOUS PROVISIONS. .......................................................  59
     Section 15.01.  Provisions Binding on Company's Successors. .................................  59
     Section 15.02.  Official Acts by Successor Corporation. .....................................  59
     Section 15.03.  Addresses for Notices, Etc. .................................................  59
     Section 15.04.  Governing Law. ..............................................................  59
     Section 15.05.  Officer's Certificates and Opinions of Counsel. .............................  59
     Section 15.06.  Legal Holidays. .............................................................  60
     Section 15.07.  Trust Indenture Act to Control. .............................................  60
     Section 15.08.  Debt Securities Controlling in the Event of Inconsistencies Between
                       Indenture and Debt Securities. ............................................  60
     Section 15.09.  Table of Contents, Headings, Etc. ...........................................  60
     Section 15.10.  Execution in Counterparts. ..................................................  60
</TABLE>

                                     -iii-

<PAGE>

         THIS INDENTURE, dated as of January 12, 1999, from NUCOR CORPORATION, a
corporation duly organized and existing under the laws of the State of Delaware
(hereinafter called the "Company"), to THE BANK OF NEW YORK, a New York banking
corporation authorized to accept and execute trusts, as trustee (hereinafter
called the "Trustee"),

                                   WITNESSETH:

         WHEREAS, the Company is empowered to borrow money for its corporate
purposes and to issue its Debt Securities (as hereinafter defined);

         WHEREAS, the Company deems it necessary to issue from time to time for
its lawful purposes Debt Securities, unlimited as to principal amount, and has
duly authorized the execution and delivery of this Indenture to provide for the
issuance of the Debt Securities in one or more series, bearing such rates of
interest, if any, maturing at such time or times and having such other
provisions as shall be fixed as hereinafter provided; and

         WHEREAS, the Company by due corporate action has determined to execute
and deliver an indenture in the form of this Indenture, and all things necessary
to make this Indenture a legal, valid, binding and enforceable agreement have
been done and performed;

         NOW, THEREFORE, THIS INDENTURE WITNESSETH that in consideration of the
premises and of the acceptance and purchase of the Debt Securities by the
Holders thereof (as hereinafter defined), the Company covenants and agrees with
the Trustee, for the benefit of all Holders of the Debt Securities or series
thereof, as follows:

                                   ARTICLE ONE

                                  DEFINITIONS.

         Section 1.01. Definitions. The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section 1.01. All
other terms used in this Indenture which are defined in the Trust Indenture Act
of 1939 or which are by reference therein defined in the Securities Act of 1933
(except ac herein otherwise expressly provided or unless the context otherwise
requires) shall have the meanings assigned to such terms in said Trust Indenture
Act and in said Securities Act as in force as of the date of this Indenture. All
accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting
principles at the time of determination of such terms.

         Agent Member.  The term "Agent Member" shall have the meaning specified
in Section 2.11.

<PAGE>

         Applicable Debt Securities.  The term "Applicable Debt Securities"
shall have the meaning specified in Section 7.01.

         Attributable Debt. The term "Attributable Debt" shall mean the present
value (discounted in accordance with a method of discounting which for financial
reporting purposes is consistent with generally accepted accounting principles
but at a discount rate of not less than 10% per annum, compounded annually) of
the rental payments during the remaining term of any Sale and Leaseback
Transaction for which the lessee is obligated (including any period for which
such lease has been extended). Such rental payments shall not include amounts
payable by the lessee for maintenance and repairs, insurance, taxes,
assessments, water rates and similar charges and for contingent rents (such as
those based on sales). In case of any Sale and Leaseback Transaction which is
terminable by the lessee upon the payment of a penalty, such rental payments
shall also include such penalty, but no rent shall be considered as required to
be paid under such lease subsequent to the first date upon which it may be so
terminated.

         Board of Directors. The term "Board of Directors" shall mean the Board
of Directors of the Company or any committee of such Board or any committee of
officers of the Company duly authorized to take any action hereunder.

         Certified Resolutions or Board Resolutions. The terms "Certified
Resolutions" or "Board Resolutions" shall mean a copy delivered to the Trustee
of a resolution of the Board of Directors certified by the Secretary or any
Assistant Secretary of the Company to have been duly adopted and to be in full
force and effect on the date of such certification. Where any provision of this
Indenture refers to action to be taken pursuant to a Certified Resolution or a
Board Resolution, such action may be taken by any committee, officer or employee
of the Company authorized to take such action by a Board Resolution. Each
reference herein to a Certified Resolution which establishes or sets the terms
or form of any series of or particular Debt Securities, and each reference
herein to a Certified Resolution given or delivered pursuant to Section 2.02
hereof, shall also be deemed to be a reference to a Financial Order if such
Financial Order is delivered pursuant to Section 2.02 in lieu of delivery
thereunder of a Certified Resolution.

         Company. The term "Company" shall mean NUCOR CORPORATION, a Delaware
corporation, and, subject to the provisions of Article Twelve, shall mean its
successors and assigns.

         Consolidated Net Tangible Assets. The term "Consolidated Net Tangible
Assets" shall mean the aggregate amount of assets alter deducting therefrom (a)
all current liabilities and (b) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles, all as set
forth in the most recent consolidated balance sheet of the Company and its
Subsidiaries.

                                      -2-

<PAGE>

         Debt Securities; Outstanding. The term "Debt Securities" shall mean any
notes, bonds, debentures, or any other evidences of indebtedness, as the case
may be, of any series authenticated and delivered from time to time under this
Indenture.

         The term "outstanding" or "Outstanding", when used with reference to
Debt Securities, shall, subject to the provisions of Section 9.04, mean all Debt
Securities theretofore authenticated and delivered by the Trustee under this
Indenture, except:

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

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

         (c)  Debt Securities in lieu of or in exchange and substitution for
which other Debt Securities shall have been authenticated and delivered, or
which have been paid, pursuant to the terms of Section 2.06.

         Depositary.  The term "Depositary" shall have the meaning specified in
Section 2.11.

         Eligible Obligations. The term "Eligible Obligations" shall mean
obligations as a result of the deposit of which (along with the simultaneous
deposit, if any, of money and/or U.S. Government Obligations) the relevant
series of Debt Securities are rated in the highest generic long-term debt rating
category assigned to legally defeased debt by one or more nationally recognized
rating agencies.

         Event of Default.  The term "Event of Default" shall have the meaning
specified in Section 7.01.

         Financial Order. The term "Financial Order" shall mean a written order
signed by the Chairman of the Board, the Vice Chairman of the Board, the
President, any Vice President, the Chief Financial Officer or the Treasurer of
the Company and delivered to the Trustee. Each reference herein to a Certified
Resolution which establishes or sets the terms or form of any series of or
particular Debt Securities, and each reference herein to a Certified Resolution
given or delivered pursuant to Section 2.02 hereof, shall also be deemed to be a
reference to a Financial Order as defined in the preceding sentence if such
Financial Order is delivered pursuant to Section 2.02 in lieu of delivery
thereunder of a Certified Resolution.

                                      -3-

<PAGE>

         Funded Debt. The term "Funded Debt" shall mean (a) all indebtedness for
money borrowed having a maturity of more than 12 months from the date as of
which the amount thereof is to be determined or having a maturity of less than
12 months from such date but by its terms being renewable or extendible beyond
12 months from such date at the option of the borrower and (b) any indebtedness
for borrowed money which may be payable from the proceeds under or pursuant to
an agreement to provide borrowings with a maturity of more than 12 months from
the date as of which the amount thereof is to be determined.

         Global Debt Securities.  The term "Global Debt Securities" shall have
the meaning specified in Section 2.11.

         Holder. The terms "Holder", "Holder of Debt Securities", or other
similar terms, shall mean any Person' in whose name at the time a particular
Debt Security is registered on the register kept for that purpose in accordance
with the terms hereof.

         Indebtedness. The term "Indebtedness" of any corporation or other
Person shall mean all indebtedness for money borrowed which is created, assumed,
incurred or guaranteed in any manner by such corporation or other Person or for
which such corporation or other Person is otherwise responsible or liable.

         Indenture.  The term "Indenture" shall mean this instrument as
originally executed or, if amended or supplemented as herein provided, as so
amended or supplemented.

         Lien.  The term "Lien" shall mean any mortgage, pledge, security
 interest, lien or other similar encumbrance.

         Officer's Certificate. The term "Officer's Certificate" shall mean a
certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
the President, any Vice President, the Chief Financial Officer or the Treasurer
of the Company and delivered to the Trustee.

         Opinion of Counsel.  The term "Opinion of Counsel" shall mean a written
opinion of counsel, who may be an employee of or counsel to the Company.

         Person. The term "Person" shall mean any individual, corporation,
partnership, joint venture, association, joint-stock or other company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

         Principal Office of the Trustee. The term "Principal Office of the
Trustee", or other similar term, shall mean the principal office of the Trustee
at which at any particular time its corporate trust business shall be
administered.

         Principal Property. The term "Principal Property" shall mean (A) any
manufacturing plant located in the United States, or manufacturing equipment
located in any such manufacturing plant (together with the land on which such
plant is erected and

                                      -4-

<PAGE>

fixtures comprising a part thereof), owned or leased on the first date on which
a Debt Security is authenticated by the Trustee or thereafter acquired or leased
by the Company or any Restricted Subsidiary, and (B) any Shares issued by, or
any interest of the Company or any Subsidiary in, any Restricted Subsidiary,
other than (i) any property or Shares or interests the book value of which is
less than 1% of Consolidated Net Tangible Assets, or (ii) any property or Shares
or interests which the board of directors of the Company determines is not of
material importance to the total business conducted, or assets owned, by the
Company and its Subsidiaries, as an entirety, or (iii) any portion of any
property which the board of directors of the Company determines not to be of
material importance to the use or operation of such property. "Manufacturing
plant" does not include any plant owned or leased jointly or in common with one
or more Persons other than the Company and its Restricted Subsidiaries in which
the aggregate direct or indirect interest of the Company and its Restricted
Subsidiaries does not exceed fifty percent (50%). "Manufacturing equipment"
means manufacturing equipment in such manufacturing plants used directly in the
production of the Company's or any Restricted Subsidiary's products and does not
include office equipment, computer equipment, rolling stock and other equipment
not directly used in the production of the Company's or any Restricted
Subsidiary's products.

         Responsible Officer. The term "Responsible Officer", when used with
respect to the Trustee, shall mean any officer within the corporate trust
department of the Trustee, including any vice president, any assistant vice
president, the secretary, any assistant secretary, assistant treasurer, trust
officer, or any other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by the persons who at the time
shall be such officers, respectively, or to whom corporate trust matters are
referred because of his or her knowledge of and familiarity with the particular
subject.

         Restricted Subsidiary. The term "Restricted Subsidiary" shall mean any
Subsidiary substantially all the property of which is located within the United
States, other than a Subsidiary primarily engaged in investing in and/or
financing the Company's or any Subsidiary's or affiliate's operations outside
the United States.

         Sale and Leaseback Transaction. The term "Sale and Leaseback
Transaction" shall mean any arrangement with any Person providing for the
leasing by the Company or any Restricted Subsidiary of any Principal Property of
the Company or any Restricted Subsidiary, whether such Principal Property is now
owned or hereafter acquired (except for leases for a term of not more than three
years and except for leases between the Company and a Restricted Subsidiary or
between Restricted Subsidiaries and except for leases of property executed prior
to, at the time of, or within one year after the later of, the acquisition, the
completion of construction, including any improvements or alterations on real
property, or the commencement of commercial operation of such property), which
Principal Property has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such Person.

         Secured Indebtedness.  The term "Secured Indebtedness" of any
corporation or other Person shall mean Indebtedness secured by any Lien upon
property (including

                                      -5-

<PAGE>

Shares or Indebtedness issued by or other ownership interests in any Restricted
Subsidiary) owned by the Company or any Restricted Subsidiary.

         Shares.  The term "Shares" shall mean as to any corporation all the
issued and outstanding equity shares (except for directors' qualifying shares)
of such corporation.

         Subsidiary. The term "Subsidiary" shall mean an entity more than 50% of
the outstanding voting interest of which is owned, directly or indirectly, by
the Company or by one or more other Subsidiaries, or by the Company and one or
more other Subsidiaries. For the purposes of this definition, "voting interest"
in an entity means any equity interest which ordinarily has voting power for the
election of directors or their equivalent.

         Trustee. The term "Trustee" shall mean The Bank of New York, a New York
banking corporation authorized to accept and execute trusts, and, subject to the
provisions of Article Eight hereof, shall mean its successors and assigns as
Trustee hereunder.

         Trust Indenture Act of 1939. The term "Trust Indenture Act of 1939"
shall mean the Trust Indenture Act of 1939 as it was in force as of the date of
this Indenture, except as provided in Article Eleven, and except in the event
the Trust Indenture Act of 1939 is amended after such date, the term "Trust
Indenture Act of 1939" means, to the extent required by any such amendment, the
Trust Indenture Act of 1939 as so amended.

         U.S. Government Obligations. The term "U.S. Government Obligations"
shall mean securities that are (i) direct obligations of the United States of
America for the payment of which its full faith and credit is pledged or (ii)
obligations of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case under clause (i) or (ii) are not
callable or redeemable at the option of the issuer thereof, and shall also
include a depository receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific payment of interest
on or principal of any such U.S. Government Obligation he'd by such custodian
for the account of the holder of a depository receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of interest on or principal of the U.S. Government Obligation evidenced
by such depository receipt.

                                      -6-

<PAGE>

                                   ARTICLE TWO

                 ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND
                          EXCHANGE OF DEBT SECURITIES.

         Section 2.01. Issuable in Series: Unlimited Aggregate Principal Amount.
The aggregate principal amount of Debt Securities that may be issued by the
Company and authenticated and delivered under this Indenture is unlimited. The
Debt Securities may, at the election of and as authorized by the Board of
Directors to be evidenced by a Board Resolution, be issued in one or more
series, and shall be designated generally as debentures, notes, bonds and other
evidence of indebtedness, as the case may be, with such further particular
designations added or incorporated in such title for the Debt Securities of any
particular series as the Board of Directors may determine as provided in Section
2.02. Each Debt Security shall bear upon the face thereof the designation so
selected for the series to which it belongs and shall be dated the date of its
authentication. All Debt Securities of any one series shall be substantially
identical in form except as may otherwise be provided in the Certified
Resolution or in an indenture supplemental hereto provided to the Trustee
pursuant to Section 2.02.

         Section 2.02. Documents Required for Issuance of Each Series of Debt
Securities. At any time, and from time to time, after the execution of this
Indenture, Debt Securities of each of the series created pursuant to the
provisions hereof may be executed by the Company and delivered to the Trustee
and shall be authenticated by the Trustee and delivered to, or upon the order
of, the Company upon receipt by the Trustee of:

                (A)   a Certified Resolution, a Financial Order, or an
         indenture supplemental hereto, setting forth

                      (i)   the following terms with respect to the particular
                series of Debt Securities to be authenticated and delivered by
                the Trustee:

                            (a) designation to the extent applicable;

                            (b) date;

                            (c) date or dates of maturity, or the method by
                       which such date or dates are to be determined,

                            (d) interest rate or rates or the method of
                       determining such rate or rates, if any, and modifications
                       to Section 2.10 hereof, if any;

                            (e) interest payment dates, if any;

                            (f) the place or places for the payment of principal
                       and for the payment of interest, if any;

                                      -7-

<PAGE>

                            (g) denominations;

                            (h) limitation upon the aggregate principal amount
                       of Debt Securities of the particular series which may be
                       issued, if any (except for Debt Securities issued
                       pursuant to Sections 2.05, 2.06, 2.07 and 4.03);

                            (i) provisions, if any, for the payment of
                       principal, premium or interest, without deduction for
                       taxes, assessments or governmental charges, or for
                       reimbursement of taxes, assessments or governmental
                       charges in case of payment by the holders;

                            (j) provisions, if any, reserving to the Company the
                       right, or obligating the Company at the option of the
                       holder thereof, to redeem all or any part of the Debt
                       Securities of the particular series before maturity at
                       such time or times, upon such notice, at such redemption
                       price or prices (together with accrued interest to the
                       date of redemption) and upon such other terms (which
                       terms may be in addition to, in substitution for, in
                       subtraction from or in modification of (or any
                       combination of the foregoing) the provisions of this
                       Indenture with respect to redemption of Debt Securities)
                       as may be specified in the respective forms of Debt
                       Securities;

                            (k) provisions, if any, for any sinking, purchase or
                       analogous fund with respect to the Debt Securities of the
                       particular series, which provisions may be in addition
                       to, in substitution for, in subtraction from or in
                       modification of (or any combination of the foregoing) the
                       provisions of this Indenture with respect to sinking,
                       purchase or analogous funds;

                            (l) provisions, if any, for the issuance of Debt
                       Securities bearing no interest or to be sold at a premium
                       or with an original issue discount and provisions, if
                       any, for the determination of the portion or portions of
                       any Debt Securities of a series sold at a discount that
                       shall be required for any request, demand, authorization,
                       notice, direction, consent or waiver

                            (m) Events of Default with respect to the Debt
                       Securities of a particular series, which Events of
                       Default may be in addition to, in substitution for, in
                       subtraction from or in modification of (or any
                       combination of the foregoing) the Events of Default
                       provided in Section 7.01, and the remedies with respect
                       thereto;

                                      -8-

<PAGE>

                            (n) provisions, if any, for the Debt Securities of a
                       particular series to be denominated, and payments thereon
                       to be made, in currencies other than the U.S. dollar or
                       in units based on or relating to such other currencies
                       (including European currency units);

                            (o) provisions, if any, for the defeasance of Debt
                       Securities of a particular series (including provisions
                       permitting defeasance of less than all Debt Securities of
                       a particular series), which provisions may be in addition
                       to, in substitution for, in subtraction from, or in
                       modification of (or any combination of the foregoing) the
                       provisions of Article Thirteen;

                            (p) covenants, if any, with respect to the Debt
                       Securities of a particular series, which covenants may be
                       in addition to, in substitution for, in subtraction from
                       or modification of (or any combination of the foregoing)
                       the covenants set forth in Sections 5.05 and 5.06;

                            (q) whether the Debt Securities of a particular
                       series shall be issued in whole or in part in the form of
                       one or more Global Debt Securities and, in any such case,
                       (i) the Depositary for such Global Debt Security or
                       Global Debt Securities and (ii) the circumstances under
                       which any such Global Debt Security may be registered in
                       the name of, and under which any transfer of such Global
                       Debt Security may be registered in the name of, any
                       Person other than such Depositary or its nominee, if
                       other than as set forth in Section 2.11; and

                            (r) any other provisions expressing or referring to
                       the terms and conditions upon which the Debt Securities
                       of that series are to be issued under this Indenture
                       which are permitted to be set forth in a Certified
                       Resolution pursuant to this Section 2.02(A) or an
                       indenture supplemental hereto or which are not in
                       conflict with the provisions of this Indenture; and

                       (ii) the form of such series of Debt Securities;

                (B)    an Officer's Certificate dated the date of authentication
         and delivery of such series of Debt Securities stating that the
         resolutions of the Board of Directors authorizing the execution,
         authentication and delivery of (i) this Indenture, (ii) the Debt
         Securities, and (iii) the Financial Order (if any), are in full force
         and effect as of the date thereof;

                (C)    either (i) a certificate or other official document
                evidencing the due authorization, approval or consent of any
                governmental body or bodies, at the

                                      -9-

<PAGE>

         time having jurisdiction in the premises, together with an Opinion of
         Counsel that the Trustee is entitled to rely thereon and that the
         authorization, approval or consent of no other governmental body is
         required, or (ii) an Opinion of Counsel that no authorization, approval
         or consent of any governmental body is required;

                  (D) an Opinion of Counsel that all instruments furnished the
         Trustee conform to the requirements of this Indenture and constitute
         sufficient authority hereunder for the Trustee to authenticate and
         deliver the Debt Securities then applied for; that all conditions
         precedent provided for in this Indenture relating to the authentication
         and delivery of the Debt Securities applied for have been complied with
         and the Company is duly entitled to the authentication and delivery of
         such Debt Securities in accordance with the provisions of this
         Indenture; that all laws and requirements with respect to the form and
         execution by the Company of the supplemental indenture, if any, and the
         execution and delivery by the Company of the Debt Securities then
         applied for have been complied with; that the Company has corporate
         power to issue such Debt Securities and has duly taken all necessary
         corporate action for those purposes; that the Debt Securities then
         applied for, when issued, will be the legal, valid and binding
         obligations of the Company enforceable in accordance with their terms,
         subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
         moratorium and similar laws of general applicability relating to or
         affecting creditors' rights and to general equity principles; and that
         the Debt Securities of the series then applied for, when issued, will
         be entitled to the benefits of this Indenture, equally and ratably with
         all other Debt Securities of such series theretofore issued and then
         Outstanding;

                  (E) an Officer's Certificate stating that the Company is not
         in default under this Indenture and that the issuance of the additional
         Debt Securities applied for will not result in any breach of any of the
         terms, conditions or provisions of, or constitute a default under, the
         Company's certificate of incorporation or by-laws or any indenture,
         mortgage, deed of trust or other agreement or instrument to which the
         Company is a party or by which it is bound, or any order of any court
         or administrative agency entered in any proceeding to which the Company
         is a party or by which it may be bound or to which it may be subject;
         and that all conditions precedent provided in this Indenture relating
         to the authentication and delivery of the additional Debt Securities
         applied for have been compiled with; and

                  (F) a written order of the Company, signed by the Chairman of
         the Board, the Vice Chairman of the Board, the President, any Vice
         President, the Chief Financial Officer or the Treasurer of the Company,
         directing the Trustee to authenticate and deliver Debt Securities as
         provided therein.

         If all of the Debt Securities of a series are not to be issued at one
time, a Financial Order or Orders may establish such series and may set forth
procedures for the issuance of such Debt Securities and determining the terms
and form of particular Debt Securities of such series.

                                      -10-

<PAGE>

         If all Debt Securities of a series are not to be issued at any one
time, it shall not be necessary to deliver the Certified Resolution, Officer's
Certificates and Opinions of Counsel provided for in this Section 2.02 at the
time of issuance of each Debt Security of such series if instead such documents
are delivered at or prior to the time of issuance of the first Debt Security of
such series.

         Section 2.03. Denominations: Certificate of Authentication. The Debt
Securities shall be issuable only as registered securities without coupons
(subject to Section 11.01(d)) in such denominations as shall be specified as
contemplated by Section 2.02, provided that in the absence of such
specifications with regard to any series of the Debt Securities, the Debt
Securities of such series shall be issuable in denominations of $1,000 or any
integral multiple thereof. The Debt Securities shall be dated the date of
authentication.

         The Trustee's certificate of authentication on all Debt Securities
shall be in substantially the following form:

                     Trustee's Certificate of Authentication

         This [note, bond, debenture or other evidence of indebtedness] is one
of the series of Debt Securities referred to in the within-mentioned Indenture.

                                                     The Bank of New York,
                                                      as Trustee



                                                     By_________________________
                                                         Authorized Signatory

         Section 2.04. Execution of Debt Securities. The Debt Securities shall
be signed manually or in facsimile in the name and on behalf of the Company by
the Chairman of the Board, the Vice Chairman of the Board, the President, any
Vice President, the Chief Financial Officer or the Treasurer. Only such Debt
Securities as shall bear a certificate of authentication substantially in the
form provided in Section 2.03, executed manually by the Trustee, shall be
entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate by the Trustee upon any Debt Security executed by the
Company shall be conclusive evidence that the Debt Security so authenticated has
been duly authenticated and delivered hereunder.

         In case any officer of the Company who shall have signed any of the
Debt Securities shall cease to be such officer before the Debt Securities so
signed shall have been authenticated and delivered by the Trustee, or disposed
of by the Company, such Debt Securities nevertheless may be authenticated and
delivered or disposed of as though

                                      -11-

<PAGE>

the Person who signed such Debt Securities had not ceased to be an officer of
the Company; and any Debt Security may be signed on behalf of the Company by
such Persons as, at the actual date of the execution of such Debt Security,
shall be the proper officers of the Company, although at the date of the
execution of this Indenture any such Person was not such an officer.

         Section 2.05. Exchange and Registration of Transfer of Debt Securities.
Debt Securities may be exchanged for an equal aggregate principal amount of Debt
Securities of other authorized denominations of the same series, tenor and date
of maturity. Debt Securities to be exchanged shall be surrendered at the office
or agency to be maintained by the Company for such purpose, as provided in
Section 5.02, and the Company shall execute, and the Trustee shall authenticate
and deliver in exchange therefor, the Debt Security or Debt Securities that the
Holder making the exchange shall be entitled to receive.

         The Company or any Debt Security registrar appointed by the Company
shall keep, at said office or agency, a register in which, subject to such
reasonable regulations as it may prescribe, the Company, or any Debt Security
registrar appointed by the Company, shall register Debt Securities and shall
register the transfer of Debt Securities as in this Article Two provided. Such
Debt Security register shall be in written form or in any other form capable of
being converted into written form within a reasonable time. If the Debt Security
register is not kept by the Trustee it shall at all reasonable times be open for
inspection by the Trustee. Upon due presentment for registration of transfer of
any Debt Security at such office or agency, the Company shall execute, and the
Trustee shall authenticate and deliver in the name of the transferee or
transferees, a new Debt Security or Debt Securities of the same series, tenor
and date of maturity for an equal aggregate principal amount. The Company hereby
appoints the Trustee to be Debt Security registrar, but reserves the right to
change the Debt Security registrar or to itself act as Debt Security registrar.

         All Debt Securities presented for registration of transfer, exchange,
redemption or payment shall (if so required by the Company or any Debt Security
registrar appointed by the Company) be duly endorsed, or be accompanied by a
written instrument or instruments of transfer (in form satisfactory to the
Company or any Debt Security registrar appointed by the Company) duly executed,
by the Holder or his attorney duly authorized in writing.

         No service charge shall be made for any exchange or registration or
transfer of Debt Securities, but the Company or any Debt Security registrar
appointed by the Company may require payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.

         The Company or any Debt Security registrar appointed by the Company
shall not be required to exchange or register the transfer of (a) any Debt
Securities for a period of fifteen days next preceding any selection of Debt
Securities to be redeemed, or (b) any Debt Securities selected, called or being
called for redemption.

                                      -12-

<PAGE>

         Section 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities. In
case any temporary or definitive Debt Security shall become mutilated or be
destroyed, lost or stolen, the Company in its discretion may execute, and upon
its request the Trustee shall authenticate and deliver, a new Debt Security of
the same series, tenor and date of maturity in the same principal amount,
bearing a number not contemporaneously outstanding, in exchange and substitution
for the mutilated Debt Security, or in lieu of and in substitution for the Debt
Security so destroyed, lost or stolen. In every case the applicant for a
substituted Debt Security shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless,
and, in every case of destruction, loss or theft, the applicant shall also
furnish to the Company and to the Trustee evidence to their satisfaction of the
destruction, loss or theft of such Debt Security and of the ownership thereof.

         The Trustee shall authenticate any such substituted Debt Security and
deliver the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Debt Security, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith. In case any Debt Security
which has matured or is about to mature shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substituted Debt Security,
pay or authorize the payment of the same (upon surrender thereof in the case of
a mutilated Debt Security) if the applicant for such payment shall furnish to
the Company and to the Trustee such security or indemnity as may be required by
them to save each of them harmless, and, in case of destruction, loss or theft,
evidence satisfactory to the Company and the Trustee of the destruction, loss or
theft of such Debt Security and of the ownership thereof.

         Every substituted Debt Security of any series issued pursuant to the
provisions of this Section 2.06 by virtue of the fact that any Debt Security of
such series is destroyed, lost or stolen shall constitute an additional
contractual obligation of the Company, whether or not the destroyed, lost or
stolen Debt Security of such series shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Debt Securities of such series duly issued hereunder. All Debt
Securities of any series shall be held and owned upon the express condition
that, to the extent permitted by law, the foregoing provisions are exclusive
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Debt Securities of such series and shall preclude any and all other
rights or remedies, notwithstanding (to the extent permitted by applicable law)
any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without
their surrender.

         Section 2.07. Temporary Debt Securities. Pending the preparation of
definitive Debt Securities of any series, the Company may execute and the
Trustee shall authenticate and deliver temporary Debt Securities of such series
(printed, lithographed or otherwise produced). Temporary Debt Securities shall
be issuable in any authorized denomination and substantially in the form of the
definitive Debt Securities, but with

                                      -13-

<PAGE>

such omissions, insertions and variations as may be appropriate for temporary
Debt Securities, all as may be determined by the Company and the Trustee. Every
such temporary Debt Security shall be authenticated by the Trustee upon the same
conditions, in substantially the same manner and with the same effect as the
definitive Debt Securities. Without unreasonable delay the Company will cause to
be prepared, and will execute and deliver to the Trustee, definitive Debt
Securities of such series, whereupon any or all temporary Debt Securities of
such series and tenor may be surrendered in exchange therefor at the office or
agency of the Company, and the Trustee shall authenticate and deliver in
exchange for such temporary Debt Securities an equal aggregate principal amount
of definitive Debt Securities of the same series, tenor and date of maturity.
Such exchange shall be made by the Company at its own expense and without any
charge therefor except that the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith. Until so exchanged, the temporary Debt Securities of any series and
tenor shall in all respects be entitled to the same benefits under this
Indenture as definitive Debt Securities of such series and tenor authenticated
and delivered hereunder.

         Section 2.08. Cancellation of Debt Securities Paid, Etc. All Debt
Securities surrendered for the purpose of payment, redemption, exchange or
registration of transfer, shall, if surrendered to the Company or any paying
agent or any Debt Security registrar, be surrendered to the Trustee for
cancellation and promptly cancelled by it, or, if surrendered to the Trustee,
shall be promptly cancelled by it, and no Debt Securities shall be issued in
lieu thereof except as expressly permitted by any of the provisions of the
Indenture. The Trustee shall dispose of cancelled Debt Securities and deliver a
certificate of such disposition to the Company or the Trustee may deliver such
cancelled Debt Securities to the Company. If the Company shall acquire any of
the Debt Securities, however, such acquisition shall not operate as a redemption
or satisfaction of the indebtedness represented by such Debt Securities unless
and until the same are surrendered to the Trustee for cancellation.

         Section 2.09. Debt Securities to be Treated Equally. All Debt
Securities of each series issued 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 or
times of the authentication and delivery or maturity of the Debt Securities of
such series.

         Section 2.10. Computation of Interest. Unless otherwise provided in the
Certified Resolution or one or more indentures supplemental hereto setting forth
the terms on any series of Debt Securities, interest on the Debt Securities of
such series shall be computed on the basis of a 360-day year of twelve 30-day
months.

         Section 2.11. Global Debt Securities; Depositary. For the purposes of
this Indenture, the term "Agent Member" shall mean a member of, or participant
in, a Depositary; the term "Depositary" shall mean, with respect to Debt
Securities issuable or issued in whole or in part in the form of one or more
Global Debt Securities, the clearing agency registered under the Securities
Exchange Act of 1934 designated as Depositary in

                                      -14-

<PAGE>

a Certified Resolution, or in an indenture supplemental hereto, pursuant to
Section 2.02, and if at any time there is more than one such agency,
"Depositary" as used with respect to the Debt Securities shall mean the
respective Depositary with respect to a particular series of Debt Securities;
and the term "Global Debt Security" shall mean a global certificate evidencing
all or part of the series of Debt Securities, executed by the Company,
authenticated by the Trustee and issued to the Depositary for the series or such
portion of the series, and registered in the name of such Depositary or its
nominee.

         If a particular series of Debt Securities is to be issued in whole or
in part in the form of one or more Global Debt Securities, as specified in a
Certified Resolution, or in an indenture supplemental hereto, pursuant to
Section 2.02, then the Company shall execute and the Trustee shall, in
accordance with Section 2.03 with respect to such series, authenticate and
deliver each such Global Debt Security, which (i) shall represent and shall be
denominated in a principal amount equal to the aggregate principal amount of the
Debt Securities of such series to be represented by such Global Debt Security,
(ii) shall be registered in the name of the Depositary for such Global Debt
Security or its nominee, (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary's instruction and (iv) unless
otherwise specified in such Certified Resolution or indenture supplemental
hereto, shall bear a legend substantially to the following effect: "This [note,
bond, debenture or other evidence of indebtedness] is a Global Debt 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. Unless and until it is
exchanged in whole or in part for individual certificates evidencing the Debt
Securities represented hereby, this Global Debt Security may not be transferred
except as a whole (i) by the Depositary to a nominee of the Depositary or (ii)
by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or (iii) by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary."

         Notwithstanding Section 2.05, except as otherwise specified in a
Certified Resolution, or in an indenture supplemental hereto, as contemplated by
Section 2.02, any Global Debt Security shall be exchangeable only as provided in
this paragraph. A Global Debt Security shall be exchangeable pursuant to this
Section if (x)(i) the Depositary notifies the Company that it is unwilling or
unable to continue as Depositary for such Global Debt Security or if at any time
the Depositary ceases to be a clearing agency registered under the Securities
Exchange Act of 1934 and (ii) the Company is unable to arrange for a qualified
successor, (y) the Company in its sole discretion determines that all Global
Debt Securities of any series then outstanding shall be exchangeable for
definitive Debt Securities of such series in registered form or (z) an Event of
Default, or an event which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default, with respect to the Debt Securities of the
series represented by such Global Debt Security has occurred and is continuing.
Any Global Debt Security of such series that is exchangeable pursuant to the
preceding sentence shall be exchangeable for definitive Debt Securities of such
series in registered form, bearing interest (if any) at the same rate or
pursuant to the same formula, having the same date of issuance, redemption
provisions, if any, currency of payment, date maturity and other terms and of
differing denominations aggregating a like amount. Such definitive Debt
Securities of such series

                                      -15-

<PAGE>

shall be registered in the names of the owners of the beneficial interests in
such Global Debt Securities of such series as such names are from time to time
provided by the relevant participants in the Depositary holding such Global Debt
Securities (as such participants are identified from time to time by such
Depositary).

         No Global Debt Security may be transferred except as a whole (i) by the
Depositary to a nominee of the Depositary or (ii) by a nominee of the Depositary
to the Depositary or another nominee of the Depositary or (iii) by the
Depositary or any such nominee to a successor Depositary or a nominee of such
successor Depositary. Except as provided above, owners solely of beneficial
interests in a Global Debt Security shall not be entitled to receive physical
delivery of Debt Securities of such series in definitive form and will not be
considered the Holders thereof for any purpose under this Indenture.

         In the event that a Global Debt Security is surrendered for redemption
in part pursuant to Article Three or Four, the Company shall execute, and the
Trustee shall authenticate and deliver to the Depositary for such Global Debt
Security, without service charge, a new Global Debt Security in a denomination
and tenor equal to and in exchange for the unredeemed portion of the principal
for the Global Debt Security so surrendered.

         Neither the Company nor the Trustee nor any agent of the Company or the
Trustee shall have any responsibility or liability for any aspect of the records
relating to or payments made on account of any beneficial ownership interest in
any Global Debt Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interest. The Agent Members shall
have no rights under this Indenture with respect to any Global Debt Security
held on their behalf by a Depositary, 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 Debt Security for all purposes whatsoever. Notwithstanding the
foregoing, nothing herein shall prevent the Company, the Trustee, or any agent
of the Company or the Trustee, from giving effect to any written certification,
proxy or other authorization furnished by a Depositary or impair, as between a
Depositary and its Agent Members, the operation of customary practices governing
the exercise of the rights of a Holder of any series, including without
limitation the granting of proxies or other authorization of participants to
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or take under this
Indenture.

         If specified by the Company pursuant to Section 2.02 with respect to a
series of Debt Securities, a Person owning a beneficial interest in a Global
Debt Security for Debt Securities of such series may instruct the Depositary for
such series of Debt Securities to surrender such Global Debt Security in
exchange, in whole or in part, for Debt Securities of such series of like tenor
in definitive registered form, on such terms as are acceptable to the Company
and such Depositary. Thereupon, the Company shall execute, and the Trustee shall
authenticate and deliver, without service charge:

              (i) to the Person specified by such Depositary a new Debt Security
         or Debt Securities of the same series of like tenor, of any authorized
         denomination as

                                      -16-

<PAGE>

         requested by such Person, in an aggregate principal amount equal to
         and in exchange for such Person's beneficial interest in the Global
         Debt Security; and

              (ii) to such Depositary a new Global Debt Security of the same
         series of like tenor in a denomination equal to the difference, if any,
         between the principal amount of the surrendered Global Debt Security
         and the aggregate principal amount of Debt Securities authenticated and
         delivered pursuant to Clause (i) above.

         Upon the exchange of a Global Debt Security for Debt Securities in
definitive registered form, such Global Debt Security shall be cancelled by the
Trustee. Debt Securities in definitive registered form issued in exchange for a
Global Debt Security pursuant to this Section 2.11 shall be registered in such
names and in such authorized denominations as the Depositary for such Global
Debt Security, pursuant to instructions from its direct or indirect participants
or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt
Securities to or as directed by the Persons in whose names such Debt Securities
are so registered.

         Section 2.12. CUSIP Numbers. The Company in issuing the Debt Securities
may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee
shall use "CUSIP" numbers in notices of redemption as a convenience to Holders,
provided that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Debt Securities or as
contained in any notice of a redemption and that reliance may be placed only on
the other identification numbers printed on the Debt Securities, and any such
redemption shall not be affected by any defect in or omission of such numbers.

                                      -17-

<PAGE>

                                  ARTICLE THREE

                                 SINKING FUNDS.

         Section 3.01. Applicability of Article. The provisions of this Article
Three shall be applicable to any sinking fund established in or pursuant to a
Certified Resolution under Section 2.02 or one or more indentures supplemental
hereto for the retirement of Debt Securities of any series, except as otherwise
specified in such Certified Resolution or supplemental indenture.

         The minimum amount of sinking fund payment required to be made under
the terms of the Debt Securities of any series is herein referred to as a
"mandatory sinking fund payment", and any sinking fund payment that is not
required to be made but is permitted by the terms of the Debt Securities of any
series is herein referred to as an "optional sinking fund payment". Unless
otherwise provided for by the terms of the Debt Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 3.02. Each sinking fund payment shall be applied to the redemption of
the Debt Securities of any series as provided for by the terms of the Debt
Securities of such series.

         Section 3.02. Satisfaction of Sinking Fund Payments with Debt
Securities. The Company may, at its option, as specified by it in an Officer's
Certificate delivered to the Trustee pursuant to Section 3.03 reduce and satisfy
the obligation to make a mandatory sinking fund payment in the amount of the
redemption price, together with accrued interest to the redemption date on Debt
Securities otherwise to be redeemed, of any Debt Securities (a) acquired by the
Company and delivered by it to the Trustee for cancellation or (b) redeemed
otherwise than through the operation of the mandatory sinking fund, and in each
case under clauses (a) and (b) delivered or redeemed on or prior to the date of
delivery of such Officer's Certificate and not theretofore made the basis for a
reduction of a mandatory sinking fund payment.

         Section 3.03. Redemption of Debt Securities for Sinking Fund. Not less
than sixty days prior to each sinking fund payment date for any series of Debt
Securities (or such later date as shall be satisfactory to the Trustee), the
Company will deliver to the Trustee an Officer's Certificate specifying the
amount of the next succeeding sinking fund payment for that series pursuant to
the terms of that series, the portion thereof, if any, which is to be satisfied
by payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Debt Securities of that series pursuant to Section 3.02
and will also deliver to the Trustee any Debt Securities to be so credited which
have not theretofore been delivered. Not less than thirty days before each such
sinking fund payment date, the Trustee shall select the Debt Securities of such
series to be redeemed upon such sinking fund payment date in the manner
specified in Article Four 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
Article Four. Such notice having been duly given, the redemption of such Debt
Securities shall be made upon the terms and in the manner stated in Article
Four. In the case of the failure of the Company to

                                      -18-

<PAGE>

deliver such Officer's Certificate when due (or to deliver the Debt Securities
specified in this Section 3.03) the sinking fund payment due on the next
succeeding sinking fund payment date for that series shall be paid entirely in
cash and shall be sufficient to redeem the principal amount of such Debt
Securities subject to a mandatory sinking fund payment without the option to
deliver or credit Debt Securities as provided in Section 3.02 and without the
right to make any optional sinking fund payment with respect to such series.

         Any sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in cash
which shall equal or exceed $100,000 (or a lesser sum if the Company shall so
request) with respect to the Debt Securities of any particular series shall be
applied by the Trustee on the sinking fund payment date on which such payment is
made (or, if such payment is made before a sinking fund payment date, on the
sinking fund payment date next succeeding the date of such payment) to the
redemption of such Debt Securities at the redemption price specified in such
Debt Securities for operation of the sinking fund, together with accrued
interest, if any, to the date fixed for redemption. Subject to the provisions of
Section 13.05, any sinking fund payment not so applied or allocated by the
Trustee to the redemption of Debt Securities shall be added to the next cash
sinking fund payment received by the Trustee for such series and, together with
such payment, shall be applied in accordance with the provisions of this Section
3.03. Subject to the provisions of Section 13.05, any and all sinking fund
payments with respect to the Debt Securities of any particular series held by
the Trustee on the last sinking fund payment date with respect to Debt
Securities of such series shall be applied by the Trustee, together with other
moneys, if necessary, to be deposited sufficient for the purpose, to the payment
of the principal of the Debt Securities of such series at maturity.

                                      -19-

<PAGE>

                                  ARTICLE FOUR

                         REDEMPTION OF DEBT SECURITIES.

         Section 4.01. Applicability of Article. The provisions of this Article
Four shall be applicable to any redemption provisions established in or pursuant
to a Certified Resolution under Section 2.02 or one or more indentures
supplemental hereto with respect to any series of Debt Securities, except as
otherwise provided in such Certified Resolution under Section 2.02 or
supplemental indenture.

         Section 4.02. Notice of Redemption; Selection of Debt Securities. In
case the Company shall desire to exercise the right to redeem all, or, as the
case may be, any part of the Debt Securities of any series, as evidenced by a
Board Resolution, it shall fix a date for redemption and give notice of such
redemption by first class mail postage prepaid at least thirty and not more than
ninety days prior to the date fixed for redemption to the Trustee and to the
holders of Debt Securities so to be redeemed as a whole or in part at their last
addresses as the same appear on the Debt Security register, provided that if
fewer than all the Debt Securities of a series and tenor are to be redeemed the
Company will give the Trustee notice not less than sixty days prior to the
redemption date as to the aggregate principal amount of Debt Securities of such
series and tenor to be redeemed and the Trustee shall select pro rata, by lot,
or in such other manner as in its sole discretion it shall deem appropriate and
fair, the Debt Securities of such series and tenor or portions thereof to be
redeemed. The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the Holder
receives such notice. In any case, failure to give such notice by mail or any
defect in the notice to the Holder of any Debt Security designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debt Security.

         Each such notice of redemption shall specify the date fixed for
redemption, the CUSIP number of the Debt Securities to be redeemed, the
redemption price at which such Debt Securities are to be redeemed, whether the
redemption is through operation of a sinking, purchase or analogous fund, the
place of payment, that payment will be made upon presentation and surrender of
such Debt Securities, that interest accrued (if any) to the date fixed for
redemption will be paid as specified in said notice, and that on and after said
date interest thereon or on the portions thereof to be redeemed will cease to
accrue. If fewer than all the Debt Securities of a series are to be redeemed,
the notice of redemption shall specify the Debt Securities to be redeemed. In
case any Debt Security is to be redeemed in part only, the notice of redemption
shall state the portion of the principal amount thereof to be redeemed and shall
state that on and after the date fixed for redemption, upon surrender of such
Debt Security, a new Debt Security or Debt Securities of the same series and
tenor, of authorized denominations, in principal amount equal to the unredeemed
portion thereof will be issued.

         On or prior to 10:00 a.m. New York City time on the redemption date
specified in the notice of redemption given as provided in this Section 4.02,
the Company will deposit

                                      -20-

<PAGE>

with the Trustee or with one or more paying agents (or, if the Company is acting
as its own paying agent, segregate and hold in trust as provided in Section
5.04) an amount of money sufficient to redeem on the redemption date all the
Debt Securities so called for redemption at the applicable redemption price,
together with accrued interest (if any) to the date fixed for redemption.

         Section 4.03. Payment of Debt Securities Called for Redemption. If
notice of redemption has been given as provided in Section 4.02, the Debt
Securities or portions of Debt Securities so to be redeemed shall become due and
payable on the date and at the place stated in such notice at the applicable
redemption price, together with interest accrued (if any) to the date fixed for
redemption, and on and after said date (unless the Company shall default in the
payment of such Debt Securities at the redemption price, together with interest
accrued (if any) to said date) interest on such Debt Securities or such portions
of Debt Securities shall cease to accrue. Upon presentation and surrender of
such Debt Securities at the place of payment in said notice specified, the said
Debt Securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable redemption price, together with interest accrued
thereon (if any) to the date fixed for redemption.

         If any Debt Security or portion thereof called for redemption shall not
be so paid due to the Company's failure to deposit the funds sufficient for
redemption, the principal and premium, if any, shall, until paid, bear interest
from the date fixed for redemption at the rate borne by such Debt Security or
such portion thereof, or at such other rate provided in the Certified Resolution
relating to such Debt Security or the supplemental indenture under which such
Debt Security is issued. Upon presentation and surrender of any Debt Security
redeemed in part only, the Company shall execute and the Trustee shall
authenticate and deliver to the holder thereof, at the expense of the Company, a
new Debt Security or Debt Securities of the same series, of authorized
denominations, in principal amount equal to the unredeemed portion of the Debt
Security so presented and surrendered.

                                      -21-

<PAGE>

                                  ARTICLE FIVE

                      PARTICULAR COVENANTS OF THE COMPANY.

         Section 5.01. Payment of Principal, Premium and Interest. With respect
to each series of Debt Securities, the Company covenants and agrees that it will
duly and punctually pay or cause to be paid the principal of, premium, if any,
and interest, if any, on the Debt Securities of such series at the place, at the
respective times and in the manner provided in this Indenture and in the Debt
Securities of such series.

         Section 5.02. Office for Notices and Payments, Etc. So long as any of
the Debt Securities remains outstanding, the Company will maintain an office or
agency (which office or agency may differ for different series of Debt
Securities), initially to be located at the Principal Office of the Trustee,
where the Debt Securities may be presented and surrendered for registration of
transfer and for exchange as in this Indenture provided, where notices and
demands to or upon the Company in respect of Debt Securities or of this
Indenture may be served and where Debt Securities may be presented and
surrendered for payment, provided that the Company may maintain a separate
office or agency for one or more of the foregoing purposes. The Company will
give to the Trustee written notice of the change in the location of such office
or agency. In case the Company shall fail to maintain any such office or agency
or shall fail to give such notice of the location or of any change in the
location thereof, presentations and surrenders may be made and notices and
demands may be served at the Principal Office of the Trustee.

         Section 5.03. Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 8.10, a Trustee, so that there
shall at all times be a Trustee hereunder.

         Section 5.04. Provision as to Paying Agent. (a) If the Company shall
appoint a paying agent other than the Trustee with respect to any series of Debt
Securities, it will cause such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 5.04, that

                (1)   it will hold all sums held by it as such agent for the
         payment of the principal of, premium, if any, or interest, if any, on
         the Debt Securities of such series (whether such sums have been paid to
         it by the Company or by any other obligor on the Debt Securities of
         such series) in trust for the benefit o~ the holders of the Debt
         Securities of such series;

                (2)   it will give the Trustee and the Company notice of any
         failure by the Company (or by any other obligor on the Debt Securities
         of such series) to make any payment of the principal of, premium, if
         any, or interest, if any, on any of the Debt Securities of such series
         when the same shall be due and payable; and

                                      -22-

<PAGE>

                (3)   it will pay sums held in trust to the Trustee upon the
         Trustee's request in the event of a default pursuant to paragraph (2)
         above.

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

         (c)    Anything in this Section 5.04 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge of this Indenture in accordance with Sections 13.01 and 13.02, or for
any other reason, pay or cause to be paid to the Trustee all sums held in trust
by it, or any paying agent hereunder, as required by this Section 5.04, such
sums to be held by the Trustee upon the trusts herein contained.

         (d)    Anything in this Section 5.04 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 5.04 is subject
to Sections 13.03 through 13.05.

         (e)    The Company hereby appoints the Trustee to act as paying agent
for all series of Debt Securities, but reserves the right to change the paying
agent or to itself act as paying agent.

         Section 5.05. Secured Indebtedness of the Company and Restricted
Subsidiaries. So long as any of the Debt Securities remains outstanding, the
Company will not, and the Company will not permit any Restricted Subsidiary to,
create, assume, issue, guarantee or incur any Secured Indebtedness of the
Company or any Restricted Subsidiary unless immediately thereafter the aggregate
amount of all Secured Indebtedness (exclusive of certain types of permitted
Secured Indebtedness described below), together with the discounted present
value of all rentals (not otherwise excluded from the limitations contained in
Section 5.06) due in respect of Sale and Leaseback Transactions, would not
exceed 10% of Consolidated Net Tangible Assets; provided, however, that the
foregoing restrictions shall not apply to Secured Indebtedness secured by:

                (a)   Liens on property as to which such series of Debt
         Securities are equally and ratably secured with (or, at the option of
         the Company, prior to) such Secured Indebtedness.

                (b)   Liens on property (including any Shares or Indebtedness)
         of any entity existing at the time such entity becomes a Restricted
         Subsidiary or arising

                                      -23-

<PAGE>

         thereafter pursuant to contractual commitments entered into prior to
         and not in contemplation of such entity's becoming a Restricted
         Subsidiary;

                  (c) Liens on property (including any Shares or Indebtedness)
         existing at the time of acquisition of such property by the Company or
         a Restricted Subsidiary, or Liens to secure the payment of all or any
         part of the purchase price of such property created upon the
         acquisition of such property by the Company or a Restricted Subsidiary,
         or Liens to secure any Secured Indebtedness incurred by the Company or
         a Restricted Subsidiary prior to, at the time of, or within one year
         after the later of the acquisition, the completion of construction
         (including any improvements, alterations or repairs to existing
         property) or the commencement of commercial operation of the project of
         which such property is a part, which Secured indebtedness is incurred
         for the purpose of, and the principal amount secured by such Lien does
         not exceed the cost of, financing all or any part of the purchase price
         thereof or construction or improvements, alterations or repairs
         thereon;

                  (d) Liens securing Secured Indebtedness of any Restricted
         Subsidiary owing to the Company or to another Restricted Subsidiary;

                  (e) Liens on property of an entity existing at the time such
         entity is merged or consolidated with the Company or a Restricted
         Subsidiary or at the time of a sale, lease or other disposition of the
         properties of an entity as an entirety or substantially as an entirety
         to the Company or a Restricted Subsidiary or arising thereafter
         pursuant to contractual commitments entered into by such entity prior
         to and not in contemplation of such merger, consolidation, sale, lease
         or other disposition;

                  (f) Liens on property of the Company or a Restricted
         Subsidiary in favor of the United States of America or any State
         thereof, or any department, agency or instrumentality or political
         subdivision of the United States of America or any State thereof, or in
         favor of any other country, or any political subdivision thereof (each
         a "governmental authority"), or in favor of any trustee or mortgagee
         acting on behalf, or for the benefit of, any of the foregoing, to
         secure partial, progress, advance or other payments pursuant to any
         contract or statute or to secure any Indebtedness incurred for the
         purpose of financing all or any part of the purchase price or the cost
         of construction of the property subject to such Liens (including
         without limitation Liens in connection with pollution control,
         industrial revenue, private activity or similar financing) and any
         other Liens incurred or assumed in connection with pollution control,
         industrial revenue, private activity or similar bonds issued by a
         governmental authority on behalf of the Company or a Restricted
         Subsidiary;

                  (g) Liens existing on the first date on which a Debt Security
         is authenticated by the Trustee;

                                      -24-

<PAGE>

                  (h) Liens on any property not constituting a Principal
         Property;

                  (i) any extension, renewal or replacement (or successive
         extensions, renewals or replacements) in whole or in part of any Lien
         referred to in the foregoing clauses (a) to (h), inclusive, provided
         that the principal amount of the Secured Indebtedness being extended,
         renewed or replaced shall not be increased.

         Notwithstanding the foregoing provisions, the Company and any one or
more Restricted Subsidiaries may create, assume, issue, guarantee or incur
Secured Indebtedness which would otherwise be subject to the foregoing
restrictions in an aggregate amount which, together with (i) all other Secured
Indebtedness of the Company and its Restricted Subsidiaries which would
otherwise be subject to the foregoing restrictions (not including Secured
Indebtedness secured by Liens permitted under clauses (a) through (i) above) and
(ii) all Attributable Debt outstanding pursuant to, and not excluded from this
calculation by, Section 5.06, does not at the time exceed 10% of Consolidated
Net Tangible Assets.

         Section 5.06. Sale and Leaseback Transactions. The Company will not,
and will not permit any Restricted Subsidiary to, enter into any Sale and
Leaseback Transaction unless (A) the sum of (i) the Attributable Debt
outstanding pursuant to such Sale and Leaseback Transaction, (ii) all
Attributable Debt outstanding pursuant to all other Sale and Leaseback
Transactions entered into by the Company and any Restricted Subsidiary after the
first date on which a Debt Security is authenticated by the Trustee, and (iii)
the aggregate of all Secured Indebtedness outstanding (computed without regard
to the Secured Indebtedness excluded from the operation of Section 5.05 pursuant
to clauses (a) through (i) thereof and further without regard to Secured
Indebtedness of the Company or any Restricted Subsidiary if the Debt Securities
are secured equally and ratably with (or prior to) such Secured Indebtedness)
does not exceed 10% of Consolidated Net Tangible Assets or (B) an amount equal
to the greater of (i) the amount of the net proceeds to the Company or the
Restricted Subsidiary entering into such Sale and Leaseback Transaction or (ii)
the fair market value of such property, as determined by the Board of Directors
(in the case of(i) or (ii), after repayment of, or otherwise taking into
account, as the case may be, the amount of any Secured Indebtedness secured by a
Lien encumbering such property which Secured Indebtedness existed immediately
prior to such Sale and Leaseback Transaction) is applied to retirement of Funded
Debt within one year after the consummation of such Sale and Leaseback
Transaction; provided, however, the covenant contained in this Section 5."6
shall not apply to, and there shall be excluded from Attributable Debt in any
computation under Section 5.05 or this Section 5.06, Attributable Debt with
respect to any Sale and Leaseback Transaction if:

                  (1) the Sale and Leaseback Transaction is entered into in
         connection with pollution control, industrial revenue, private activity
         or similar financing;

                  (2) the Company or a Restricted Subsidiary applies an amount
         equal to the net proceeds (after repayment of any Secured Indebtedness
         secured by a Lien encumbering such Principal Property which Secured
         Indebtedness existed

                                      -25-

<PAGE>

         immediately before such Sale and Leaseback Transaction) of the sale or
         transfer of the Principal Property leased pursuant to such Sale and
         Leaseback Transaction to investment (whether for acquisition,
         improvement, repair, alteration or construction costs) in another
         Principal Property within one year prior or subsequent to such sale or
         transfer;

                  (3) such Sale and Leaseback Transaction was entered into by an
         entity prior to the date on which such entity became a Restricted
         Subsidiary or arises thereafter pursuant to contractual commitments
         entered into by such entity prior to and not in contemplation of such
         entity becoming a Restricted Subsidiary; or

                  (4) such Sale and Leaseback Transaction was entered into by an
         entity prior to the time such entity was merged or consolidated with
         the Company or a Restricted Subsidiary or prior to the time of a sale,
         lease or other disposition of the properties of such entity as an
         entirety or substantially as an entirety to the Company or a Restricted
         Subsidiary or arises thereafter pursuant to contractual commitments
         entered into by such entity prior to and not in contemplation of such
         merger, consolidation, sale, lease or other disposition.

         Section 5.07. Waiver of Covenants. The Company may omit in any
particular instance to comply with any covenant or condition set forth in
Section 5.05 or 5.06 hereof or provided in a Certified Resolution delivered to
the Trustee pursuant to Section 2.02(A) hereof or in any indenture supplemental
hereto with respect to the Debt Securities of any series, if before or after the
time for such compliance the Holders of a majority in aggregate principal amount
of the Debt Securities of such series at the time Outstanding shall, by action
of such Holders as provided in Section 9.01, either waive such compliance in
such instance or generally waive compliance with such covenant or condition, but
no such waiver shall extend to or affect such covenant 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 covenant or condition shall remain in full force and effect.

         Section 5.08. Certificate to Trustee. The Company will deliver to the
Trustee within 120 days after the end of each fiscal year of the Company (which
on the date hereof ends on December 31) ending after the date any series of Debt
Securities is first issued hereunder, a brief certificate from the principal
executive officer or principal financial officer or principal accounting officer
as to his or her knowledge of the Company's performance and observance of and
compliance with the terms, provisions, covenants and conditions of this
Indenture, and if the Company shall be in default, specifying all such defaults
and the nature and status thereof of which they may have knowledge; provided,
however, the Company shall not be obligated to make any such statement with
respect to any term, provision, covenant or condition specified in this Section
5.08 if such term, provision, covenant or condition, as the case may be, is
applicable only to a series of Debt Securities none of the Debt Securities of
which are outstanding or with respect to which series the Company has been
discharged pursuant to Article Thirteen.

                                      -26-

<PAGE>

                                      -27-


<PAGE>

                                   ARTICLE SIX

                    HOLDERS' LISTS AND REPORTS BY THE COMPANY
                                AND THE TRUSTEE.

         Section 6.01. Company to Furnish Holders' Lists to Trustee. The Company
will furnish or cause to be furnished to the Trustee

                  (a) semi-annually, not later than February 1 and August 1 in
         each year, a list, in such form as the Trustee may reasonably require,
         of the names and addresses of the Holders as of the preceding January 1
         or July 1, 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 so long as the Trustee shall be the registrar with
respect to Debt Securities of a particular series no such list need be furnished
with respect to the Debt Securities of such series.

         Section 6.02.  Preservation of Information: Communications to Holders.

                  (a) The Trustee shall preserve, in as current a form as is
         reasonably practicable, the names and addresses of Holders contained in
         the most recent list furnished to the Trustee as provided in Section
         6.01 and the names and addresses of Holders received by the Trustee in
         its capacity as registrar. The Trustee may destroy any list furnished
         to it as provided in Section 6.01 upon receipt of a new list so
         furnished.

                  (b) The rights of Holders to communicate with other Holders
         with respect to their rights under this Indenture or under the Debt
         Securities, and the corresponding rights and privileges of the Trustee,
         shall be as provided by the Trust Indenture Act of 1939.

                  (c) Every Holder of Debt 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 any disclosure of information as to names and
         addresses of Holders made pursuant to the Trust Indenture Act of 1939.

                                      -28-

<PAGE>

         Section 6.03.  Reports by the Trustee.

         (a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act of 1939 at the times and in the manner provided pursuant
thereto.

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

         Section 6.04. Reports by the Company. The Company shall file with the
Trustee and the Securities and Exchange Commission, and transmit to Holders,
such information, documents and other reports, and such summaries thereof, as
may be required pursuant to the Trust Indenture Act of 1939 at the times and in
the manner provided pursuant to such Act; provided that any other information,
documents or reports required to be filed with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 shall be filed with the Trustee within 30 days after the same is so
required to be filed with the Securities and Exchange 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 Officer's Certificate.)

                                      -29-

<PAGE>

                                  ARTICLE SEVEN

                REMEDIES OF THE TRUSTEE AND DEBT SECURITY HOLDERS
                             UPON EVENTS OF DEFAULT.

         Section 7.01. Events of Default. "Event of Default" with respect to any
series of Debt Securities means each one of the events specified below in this
Section 7.01, unless it is either inapplicable to a particular series or is
specifically deleted or modified in the Certified Resolution under Section 2.02
relating to such series or any supplemental indenture under which such series of
Debt Securities is issued, and any other events as may be specified in the
Certified Resolution under Section 2.02 relating to such series or any
supplemental indenture under which such series of Debt Securities is issued In
case one or more of the following Events of Default shall have occurred and be
continuing:

                  (a) default in the payment of any installment of interest upon
         any of the Debt Securities of such series, as and when the same shall
         become due and payable, and continuance of such default for a period of
         ten days after receipt by the Company of written notice of such default
         from any person; or

                  (b) default in the payment of the principal of or premium, if
         any, on any of the Debt Securities of such series, as and when the same
         shall become due and payable (subject to subsection (c) below) either
         at maturity, upon redemption, by declaration or otherwise, and
         continuance of such default for a period of ten days after receipt by
         the Company of written notice of such default from any person; or

                  (c) default in the making of any payment for a sinking,
         purchase or analogous fund provided for in respect of any of the Debt
         Securities of such series as and when the same shall become due and
         payable, and continuance of such default for a period often days alter
         receipt by the Company of written notice of such default from any
         person; or

                  (d) failure on the part of the Company duly to observe or
         perform any other of the covenants or agreements on the part of the
         Company in respect of the Debt Securities of such series, or in this
         Indenture contained with respect to such series, for a period of ninety
         days after the date on which written notice of such failure, requiring
         the Company to remedy the same, shall have been given to the Company by
         the Trustee, by registered mail return receipt requested, postage
         prepaid; or to the Company and the Trustee by the Holders of at least
         twenty-five percent in aggregate principal amount of the Debt
         Securities of such series at the time Outstanding; or

                  (e) entry of a decree or order for relief in respect of the
         Company by a court having jurisdiction in an involuntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or appointing a receiver, liquidator, assignee, custodian,
         trustee, sequestrator or other similar

                                      -30-

<PAGE>

         official of the Company or for any substantial part of its property, or
         ordering the winding-up or liquidation of its affairs, and the
         continuance of such decree or order unstayed and in effect for a period
         of ninety consecutive days; or

                  (f) commencement by the Company of a voluntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect, or consent by the Company to the entry of an order for
         relief in an involuntary case under any such law, or consent by the
         Company to the appointment of or taking possession by a receiver,
         liquidator, assignee, trustee, custodian, sequestrator or other similar
         official of the Company or for any substantial part of its property, or
         any general assignment by the Company for the benefit of creditors;

then and in each and every such case in which an Event of Default shall have
occurred and shall be continuing, unless the principal of all of the Applicable
Debt Securities (as hereinafter defined) shall have already become due and
payable, either the Trustee or the holders of not less than twenty-five percent
in aggregate principal amount of the Applicable Debt Securities then Outstanding
hereunder, by notice in writing to the Company (and to the Trustee if given by
Holders of the Applicable Debt Securities), may declare the principal of all the
Applicable Debt Securities (or such portion thereof as may be provided in the
Certified Resolution under Section 2.02 relating to such series or any
supplemental indenture under which such Applicable Debt Securities are issued or
in the terms of such series) to be due and payable immediately and upon any such
declaration the same shall become and shall be immediately due and payable,
anything contained in this Indenture or in the Applicable Debt Securities to the
contrary notwithstanding. The term "Applicable Debt Securities" shall mean the
Debt Securities of a series with respect to which an Event of Default shall have
occurred and be continuing and unless otherwise specifically provided with
respect to a particular series of Debt Securities in the Certified Resolutions
under Section 2.02 relating to such series or any indentures supplemental to
this Indenture under which such series of Debt Securities are issued or in the
terms of such series shall refer to Debt Securities on a series by series basis
such that the provisions hereof shall be applied separately to each series of
Debt Securities affected by such Event of Default.

         Any declaration pursuant to this Section 7.01 is, however, subject to
the condition that if, at any time after the principal of the Applicable Debt
Securities shall have been so declared due and payable, and before any judgment
r decree for the payment of the money due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the
Applicable Debt Securities and the principal of and premium, if any, on any and
all Applicable Debt Securities which shall have become due otherwise than by
acceleration, with interest on overdue installments of interest (to the extent
that payment of such interest is enforceable under applicable law) and on such
principal and premium, if any, at the rate borne by the Applicable Debt
Securities, or at such other rate as may be provided in the Certified Resolution
under Section 2.02 relating to such series or any supplemental indenture under
which such Applicable Debt Securities are issued, to

                                      -31-

<PAGE>

the date of such payment or deposit or in the terms of such series, and all sums
paid or advances made by the Trustee hereunder and all amounts owing the Trustee
under Section 8.06, and any and all Events of Default under this Indenture with
respect to the Applicable Debt Securities, other than the nonpayment of
principal of and accrued interest on Applicable Debt Securities which shall have
become due by acceleration, shall have been remedied, cured or waived, then and
in every such case the Holders of a majority in aggregate principal amount of
the Applicable Debt Securities then Outstanding, by written notice to the
Company and to the Trustee, may waive all defaults related to such Applicable
Debt Securities and rescind and annul such declaration and its consequences; but
no such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

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

         Section 7.02. Payment of Applicable Debt Securities on Default; Suit
Therefor. The Company covenants that (a) in case default shall be made in the
payment of any installment of interest upon any of the Applicable Debt
Securities as and when the same shall become due and payable, and such default
shall have continued for a period often days after receipt by the Company of
written notice of such default, or (b) in case default shall be made in the
payment of the principal of and premium, if any, on any of the Applicable Debt
Securities as and when the same shall have become due and payable (subject to
subsection (c) below), whether at maturity of the Applicable Debt Securities or
upon redemption or by declaration or otherwise, and such default shall have
continued for a period of ten days after receipt by the Company of written
notice of such default, or (c) in case default shall be made in the payment for
any sinking, purchase or analogous fund provided for in respect of any of the
Applicable Debt Securities as and when the same shall become due and payable,
and such default shall have continued for a period often days after receipt by
the Company of written notice of such default, then, upon demand of the Trustee,
the Company will pay to the Trustee, for the benefit of the Holders of the
Applicable Debt Securities, the whole amount that then shall have become due and
payable on all such Applicable Debt Securities for principal and premium, if
any, or interest, or both, as the case may be, with interest upon the overdue
principal and premium, if any, and (to the extent that payment of such interest
is enforceable under applicable law) upon the overdue installments of interest
at the rate borne by the Applicable Debt Securities or at such other rate as may
be provided in the Certified Resolution under Section 2.02 relating to such
series or any supplemental indenture under which such Applicable Debt Securities
are issued or in the terms of such series; and, in addition thereto, such
further amount as shall be sufficient to cover all amounts owing the Trustee
under Section 8.06.

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<PAGE>

         In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the
Applicable Debt Securities and collect in the manner provided by law out of the
property of the Company or any other obligor on the Applicable Debt Securities
wherever situated the money adjudged or decreed to be payable.

         In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Debt Securities
under the Federal Bankruptcy Code or any other applicable law, or in case a
receiver or trustee shall have been appointed for the property of the Company or
such other obligor, or in the case of any similar judicial proceedings relative
to the Company or other obligor upon the Debt Securities, or to the creditors or
property of the Company or such other obligor, the Trustee, irrespective of
whether the principal of the Debt Securities shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether the
Trustee shall have made any demand pursuant to the provisions of this Section
7.02, shall be entitled and empowered, by intervention in such proceedings or
otherwise, to file and prove a claim or claims for the whole amount of
principal, premium and interest owing and unpaid in respect of the Debt
Securities, and to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee
(including any amounts owing the Trustee under Section 8.06) and of the holders
of Debt Securities allowed in such judicial proceedings relative to the Company
or any other obligor on the Debt Securities, its or their creditors, or its or
their property, and to collect and receive any money or other property payable
or deliverable on any such claims, and to distribute the same after the
deduction of its fees and expenses; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the Holders to make
such payments to the Trustee, and, in the event that the Trustee shall consent
to the making of such payments directly to the Holders, to pay the Trustee any
amounts owing the Trustee under Section 8.06 up to the date of such
distribution.

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

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

                                      -33-

<PAGE>

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

         Section 7.03. Application of Money Collected by Trustee. Any money
collected by the Trustee pursuant to this Article with respect to a series of
Debt Securities shall be applied in the order following, at the date or dates
fixed by the Trustee for the distribution of such money, upon presentation of
the several Debt Securities of such series, and stamping thereon the payment, if
only partially paid, and upon surrender thereof if fully paid:

                  FIRST: To the payment of all amounts owing the Trustee under
         Section 8.06;

                  SECOND: In case the principal on none of the Outstanding Debt
         Securities of such series shall have become due and be unpaid, to the
         payment of interest, if any, which has become due and is unpaid on the
         Debt Securities of such series, in the order of the maturity of the
         installments of such interest, with interest (to the extent permitted
         by applicable law and to the extent that such interest has been
         collected by the Trustee) upon overdue installments of interest at the
         rate borne by the Debt Securities or at such other rate as may be
         provided in the Certified Resolution under Section 2.02 relating to
         such series or any supplemental indenture under which such series of
         Debt Securities is issued or in the terms of such series (such payments
         to be made ratably to the Persons entitled thereto);

                  THIRD: In case the principal of any of the Outstanding Debt
         Securities of such series shall have become due, by declaration or
         otherwise, to the payment of the whole amount then owing and unpaid
         upon the Debt Securities of such series for principal, premium, if any,
         and interest, if any, with interest on the overdue principal and
         premium, if any, and (to the extent permitted by applicable law and to
         the extent that such interest has been collected by the Trustee) upon
         overdue installments of interest at the rate borne by the Debt
         Securities of such series or at such other rate as may be provided in
         the Certified Resolution under Section 2.02 relating to such series or
         any supplemental indenture under which such series of Debt Securities
         is issued or in the terms of such series; and in case such money shall
         be insufficient to pay in full the whole amounts so due and unpaid upon
         the Debt Securities of such series, then to the payment of such
         principal, premium, if any, and interest, if any, without preference or
         priority of principal and premium, if any, over interest, if any, or of
         interest over principal and premium, if any, or of any installment of
         interest over any other installment of interest, or of any Debt
         Security of such series over any other Debt Security of such series,
         ratably to the aggregate of such principal, premium, if any, and
         accrued and unpaid interest, if any; and

                                      -34-

<PAGE>

                FOURTH: To the payment of the remainder, if any, to the Company,
         its successors or assigns, or to whomsoever may be lawfully entitled to
         receive the same, or as a court of competent jurisdiction may direct.

         Section 7.04. Proceedings by Debt Security Holders. No Holder of any
Applicable Debt Security of any series shall have any right by virtue of or by
availing himself or herself of any provision of this Indenture to institute any
suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, in each case with respect to an Event of Default related to
such Applicable Debt Securities, unless such Holder previously shall have given
to a Responsible Officer of the Trustee and the Company written notice of
default with respect to the Applicable Debt Securities of such series and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
not less than twenty-five percent in aggregate principal amount of such
Applicable Debt Securities then Outstanding shall have made written request upon
the Trustee, with a copy to the Company, to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee reasonable security or indemnity satisfactory to the Trustee against the
costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for sixty days after its receipt of such notice, request and offer of
indemnity, shall have failed to institute any such action, suit or proceeding
and no direction inconsistent with such written requests shall have been given
to the Trustee during such sixty-day period by the Holders of a majority in
principal amount of such Applicable Debt Securities then Outstanding, it being
understood and intended, and being expressly covenanted by the Holder of every
Debt Security of a series with every other Holder of a Debt Security of such
series and the Trustee, that no one or more Holders of Debt Securities of such
series shall have any right in any manner whatever by virtue of or by availing
himself or herself or themselves of any provision of this Indenture to affect,
disturb or prejudice the rights of any other Holder of such Debt Securities, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Indenture, except in the manner
herein provided and for the equal, ratable and common benefit of all Holders of
Debt Securities of such series.

         Notwithstanding any other provisions in this Indenture, the right of
any Holder of any Debt Security, which is absolute and unconditional, to receive
payment of the principal of, and premium, if any, and interest, if any, on such
Debt Security, on their respective due dates however set, and to institute suit
for the enforcement of any such payment on or after such respective dates shall
not be impaired or affected without the consent of such Holder.

         Section 7.05. Proceedings by Trustee. In case an Event of Default shall
occur and be continuing hereunder with respect to any Applicable Debt
Securities, the Trustee may in its discretion proceed to protect and enforce the
rights vested in it by this Indenture by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any of such
rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of

                                      -35-

<PAGE>

any covenant or agreement contained in this Indenture or otherwise made
applicable to such Debt Securities, or in aid of the exercise of any power
granted in this Indenture with respect to such Applicable Debt Securities, or to
enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

         Section 7.06. Remedies Cumulative and Continuing. All powers and
remedies given by this Article Seven to the Trustee or to the Holders of Debt
Securities of any series shall, to the extent permitted by law, be deemed
cumulative and not exclusive of any other powers and remedies available to the
Trustee or the Holders of the Debt Securities of such series, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture or otherwise made
applicable to such Debt Securities, and no delay or omission of the Trustee or
of any Holder of any of the Debt Securities of a series to exercise any right or
power accruing upon any default occurring and continuing as aforesaid shall
impair any such right or power, or shall be construed to be a waiver of any such
default or an acquiescence therein; and, subject to the provisions of Section
7.04, every power and remedy given by this Article Seven or by law to the
Trustee or to the Holders of a series may be exercised from time to time, and as
often as shall be deemed expedient, by the Trustee or by the Holders of such
series.

         Section 7.07. Direction of Proceedings and Waiver of Defaults by
Majority of Holders. The Holders of a majority in aggregate principal amount of
the Debt Securities of any series at the time outstanding shall have the right
to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Debt Securities of such series; provided,
however, that (subject to the provisions of Section 8.01) the Trustee shall have
the right to decline to follow any such direction if the Trustee being advised
by counsel in writing determines that the action or proceeding so directed may
not lawfully be taken or would be in conflict with the terms of this Indenture
or if the Trustee in good faith by a trust committee of directors or trustees
and/or Responsible Officers shall determine that the action or proceedings so
directed would involve the Trustee in personal liability or would be unduly
prejudicial to the Holders of Debt Securities of such series not joining in such
direction. Prior to any declaration accelerating the maturity of the Debt
Securities of any series, the Holders of a majority in aggregate principal
amount of the Debt Securities of such series at the time outstanding may, on
behalf of the Holders of all of the Debt Securities of such series, waive any
past default or Event of Default hereunder with respect to such series and its
consequences except a default in the payment of the principal of, premium, if
any, or interest, if any, on any of the Debt Securities of such series, or in
respect of a covenant or provision hereof which under Article Eleven cannot be
modified or amended without the consent of the Holder of each outstanding Debt
Security of such series affected. Upon any such waiver, the Company, the Trustee
and the holders of the Debt Securities of such series shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other default (as defined in Section 7.08) or Event
of Default or impair any right consequent thereon. Whenever any default or Event
of Default hereunder shall have been waived as permitted by this Section 7.07,
said default or Event of Default shall

                                      -36-

<PAGE>

for all purposes of the Debt Securities of such series and this Indenture be
deemed to have been cured and to be not continuing.

         Section 7.08. Notice of Defaults. The Trustee shall, within ninety days
after the occurrence of a default (as hereinafter defined) with respect to the
Debt Securities of any series, mail to all Holders of Debt Securities of such
series, as the names and addresses of such Holders appear upon the Debt Security
register, with a copy to the Company, notice of all such defaults actually known
to a Responsible Officer of the Trustee, unless such defaults shall have been
cured before the giving of such notice (the term "default" for the purpose of
this Section 7.08 being hereby defined to be any event which is, or after notice
or lapse of time or both would become, an Event of Default with respect to Debt
Securities of such series); and provided that, except in the case of default in
the payment of the principal of, premium, if any, or interest, if any, on any of
the Debt Securities of such series, the Trustee shall be protected in
withholding such notice if and so long as a trust committee of directors and/or
Responsible Officers of the Trustee in good faith determines that the
withholding of such notice is in the interests of the Holders of such series.

         Section 7.09. No Undertaking to Pay Costs. The provisions of Section
315(e) of the Trust Indenture Act of 1939 are hereby expressly excluded.

                                      -37-

<PAGE>

                                  ARTICLE EIGHT

                             CONCERNING THE TRUSTEE.

         Section 8.01. Duties and Responsibilities of Trustee. The Trustee,
prior to the occurrence of an Event of Default and after the curing of all
Events of Default which may have occurred and are continuing, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture. In case an Event of Default has occurred and is continuing (which has
not been cured or waived) the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same degree of care and skill
in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs. If any Holder
notifies the Trustee in writing of the occurrence of a default described in
Section 7.0 1(a), (b) or (c), the Trustee shall promptly transmit such notice to
the Company by registered mail, return receipt requested, postage prepaid.

         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 misconduct, except that

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

                           (1) the duties and obligations of the Trustee shall
                  be determined solely by the express provisions of this
                  Indenture, and the Trustee shall not be liable except for the
                  performance of such duties and obligations 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 the part of the
                  Trustee, the Trustee may conclusively rely, as to the truth of
                  the statements and the correctness of the opinions expressed
                  therein, upon any certificates or opinions furnished to the
                  Trustee and conforming to the requirements of this Indenture;
                  but, in the case of any such certificates or opinions which by
                  any provision hereof are specifically required to be furnished
                  to the Trustee, the Trustee shall be under a duty to examine
                  the same to determine whether or not they conform to the
                  requirements of this Indenture (but need not confirm or
                  investigate the accuracy of mathematical calculations or other
                  facts stated therein);

                  (b)      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 not less than a majority in
         principal amount of the Debt Securities of any series at the time
         Outstanding determined as provided in Section 9.04 relating to the
         time, method, and place of conducting any proceeding for any remedy

                                      -38-

<PAGE>

         available to the Trustee with respect to the Debt Securities of such
         series, or exercising any trust or power conferred upon the Trustee
         with respect to the Debt Securities of such series under this
         Indenture;

                  (c) 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; and

                  (d) The Trustee shall not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless the Trustee was
         negligent in ascertaining the pertinent facts. Whether or not therein
         expressly so provided, every provision of this Indenture relating to
         the conduct affecting the liability of or affording protection to the
         Trustee shall be subject to the provisions of this Section.

         Section 8.02. Reliance on Documents, Opinions, Etc. Except as otherwise
provided in Section 8.01:

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

                  (b) any request, direction, order or demand of the Company
         mentioned herein shall be sufficiently evidenced by an Officer's
         Certificate (unless other evidence in respect thereof be herein
         specifically prescribed); and any resolution of the Board of Directors
         may be evidenced to the Trustee by a Certified Resolution;

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

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

                  (e) prior to the occurrence of an Event of Default with
         respect to any series of Debt Securities hereunder and after the curing
         or waiving of all Events of Default with respect to such series of Debt
         Securities, the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution,

                                      -39-

<PAGE>

         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, bond, debenture or other paper or document with
         respect to such series of Debt Securities;

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

                  (g) the Trustee shall not be deemed to have knowledge or
         notice of any Event of Default or defaults hereunder unless a
         Responsible Officer of the Trustee shall have actual knowledge thereof
         or shall have received written notice of such, or unless the Holders of
         not less than twenty-five percent of the outstanding Debt Securities of
         any series as to which there exists an Event of Default or default
         gives written notice of such Event of Default or default; and

                  (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.

         Section 8.03. Responsibility for Recitals, Etc. The recitals contained
herein and in the Debt Securities (except in the Trustee's certificate of
authentication) shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of the
Debt Securities. The Trustee shall not be accountable for the use or application
by the Company of any Debt Securities or the proceeds thereof.

         Section 8.04. Trustee, Paying Agent or Debt Security Registrar May Own
Debt Securities. The Trustee, any paying agent, Debt Security registrar or any
other agent of the Company in its individual or any other capacity, may become
the owner or pledge of Debt Securities with the same rights it would have if it
were not Trustee, paying agent, Debt Security registrar or such other agent

         Section 8.05. Money to Be Held in Trust. Subject to the provisions of
Section 13.04, all money received by the Trustee shall, until used or applied as
herein provided, be held in trust for the purposes for which it was received.
Money held by the Trustee in trust hereunder need not be segregated from other
funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed in writing with the Company.

         Section 8.06. Compensation and Expenses of Trustee. The Company agrees
to pay to the Trustee from time to time, and the Trustee shall be entitled to,
such compensation as shall be agreed to in writing between the Company and the
Trustee (which to the extent permitted by law shall not be limited by any
provision of law in

                                      -40-

<PAGE>

regard to the compensation of a trustee of an express trust), and the Company
will pay or reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in accordance with
any of the provisions of this Indenture (including the reasonable compensation
and the reasonable fees and expenses and disbursements of its counsel and of all
Persons not regularly in its employ) except any such expense, disbursement or
advance as may arise from its negligence, misconduct or bad faith. The Company
also agrees to indemnify the Trustee or any predecessor Trustee for, and to hold
it harmless against, any and all loss, damage, claims, liability or expense
(other than taxes based upon, measured by or determined by the income of the
Trustee) incurred without negligence, misconduct or bad faith on the part of the
Trustee or such predecessor Trustee and arising out of or in connection with the
acceptance or administration of this trust or the performance of duties
hereunder, including the reasonable costs and expenses of defending itself
against any claim of liability in the premises.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 7.0 1(e) or Section 7.01(f), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable Federal or State bankruptcy, insolvency or
other similar law.

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

         Section 8.07. Officer's Certificate as Evidence. Except as otherwise
provided in Section 8.01, whenever in the administration of the provisions of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
provided or established prior to taking or omitting any such action hereunder,
such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence, misconduct or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officer's Certificate delivered to the Trustee, and such Certificate, in the
absence of negligence, misconduct or bad faith on the part of the Trustee, shall
be full warrant to the Trustee for any action taken or omitted by it under the
provisions of this Indenture upon the faith thereof.

         Section 8.08. Disqualification: Conflicting Interests. If the Trustee
has or shall acquire a conflicting interest within the meaning of the Trust
Indenture Act of 1939, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the Trust Indenture Act of 1939 and this Indenture.

         Section 8.09. Eligibility of Trustee. The Trustee hereunder shall at
all times be a corporation organized and doing business under the laws of the
United States or any State or Territory thereof or of the District of Columbia
authorized under such laws to exercise corporate trust powers, having a combined
capital and surplus of at least fifty million dollars, subject to supervision or
examination by Federal, State, Territorial, or District of Columbia authority.
If such corporation publishes reports of condition at least annually,

                                      -41-

<PAGE>

pursuant to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 8.09, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 8.09, the Trustee shall resign immediately in the
manner and with the effect specified in Section 8.10.

         Section 8.10. Resignation or Removal of Trustee. (a) The Trustee may at
any time resign with respect to the Debt Securities of one or more series by
giving written notice of such resignation to the Company. Upon receiving such
notice of resignation, the Company shall promptly appoint a successor Trustee by
written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one
copy to the successor Trustee. If no successor Trustee shall have been so
appointed and have accepted appointment within sixty days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee, or any Holder
of a Debt Security of such series who has been a bona fide holder of a Debt
Security or Debt Securities of such series for at least six months may, subject
to the provisions of Section 7.09, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor Trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor Trustee.

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

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

                           (2) the Trustee shall cease to be eligible in
                   accordance with the provisions of Section 8.09 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
                   its property or affairs for the purpose of rehabilitation,
                   conservation or liquidation,

then, in any such case, the Company may remove the Trustee and appoint a
successor Trustee by written instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall be delivered to the
Trustee so removed and one copy to the successor Trustee, or, subject to the
provisions of Section 7.09, any Holder who has been a bona fide Holder of a Debt
Security for at least six months may, on behalf of himself and all others
similarly situated, petition any court of competent jurisdiction for

                                      -42-

<PAGE>

the removal of the Trustee and the appointment of a successor trustee. Such
court may, thereupon, after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor Trustee.

         (c) The Holders of a majority in aggregate principal amount of the Debt
Securities of a series at the time Outstanding may at any time remove the
Trustee as to that series and appoint a successor Trustee as to that series.

         (d) The Company shall give notice of each resignation and each removal
of the Trustee and each appointment of a successor Trustee by mailing written
notice of such event by first-class mail, postage prepaid to the Holders of Debt
Securities as their names and addresses appear in the register. Each such notice
shall include the name of the successor Trustee and the address of its principal
corporate trust office. If the Company fails to give such notice within ten days
after acceptance of appointment by the successor Trustee, the successor Trustee
shall cause such notice to be given, at the expense of the Company.

         Section 8.11. Acceptance by Successor Trustee. Any successor Trustee
appointed as provided in Section 8.10 shall execute, acknowledge and deliver to
the Company and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as
if originally named as Trustee herein; but nevertheless, on the written request
of the Company or of the successor Trustee, the predecessor Trustee shall, upon
payment of any amounts then due it pursuant to the provisions of Section 8.06,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers, trusts and duties of the Trustee ceasing to act Upon request of
the Company or any such successor Trustee, the predecessor Trustee shall execute
and deliver any and all instruments in writing in order more full)' and
certainly to vest in and confirm to such successor Trustee all such rights,
powers, trusts and duties.

         No successor Trustee shall accept appointment as provided in this
Section 8.11 unless at the time of such acceptance such successor Trustee shall
be qualified under the provisions of Section 8.08 and eligible under the
provisions of Section 8.09.

         In case of the appointment hereunder of a successor Trustee with
respect to the Debt Securities of one or more (but not all) series, the Company,
the predecessor Trustee and each successor Trustee with respect to the Debt
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 predecessor Trustee with respect to the
Debt Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the predecessor Trustee is not retiring with
respect to all Debt Securities,

                                      -43-

<PAGE>

shall contain such provisions as shall be deemed necessary or desirable to
confirm that all such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the predecessor
Trustee with respect to the Debt Securities of that or those series as to which
the predecessor Trustee is not retiring shall continue to be vested in the
predecessor 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 predecessor 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 predecessor Trustee with respect to the Debt 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 predecessor Trustee
(subject to the provisions of Section 8.06) shall duly assign, transfer and
deliver to such successor Trustee all property and money held by such
predecessor Trustee hereunder with respect to the Debt Securities of that or
those series to which the appointment of such successor Trustee relates, and
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 rights, powers, trusts and duties referred to in this
subsection.

         Section 8.12. Succession by Merger Etc. Any corporation into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Trustee, shall be the successor of
the Trustee hereunder without the execution or filing of any paper or any
further act on the part of any of the parties hereto.

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

                                      -44-

<PAGE>

         Section 8.13. Preferential Collection of Claims Against the Company. If
and when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Debt Securities), the Trustee shall be subject to the
provisions of Section 311 of the Trust Indenture Act of 1939 regarding the
collection of claims against the Company (or any such other obligor).

                                      -45-

<PAGE>

                                  ARTICLE NINE

                             CONCERNING THE HOLDERS.

         Section 9.01. Action by Holders. Whenever in this Indenture it is
provided that the Holders of a specified percentage in aggregate principal
amount of the Debt Securities of any series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action) the fact that at the time of taking any such
action the Holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Holders in person or by agent or proxy appointed in writing, or
(b) by the record of the Holders of such Debt Securities voting in favor thereof
at any meeting of such Holders duly called and held in accordance with the
provisions of Article Ten, or (c) by a combination of such instrument or
instruments and any such record of such a meeting of such Holders.

         Without limiting the generality of the foregoing, a Holder, including a
Depositary that is a Holder of a Global Debt 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 Debt Security may provide its proxy or proxies to the
beneficial owners of interests in any such Global Debt Security.

         Section 9.02. Proof of Execution by Holders. Subject to the provisions
of Sections 8.01, 8.02 and 10.05, proof of the execution of any instrument by a
Holder or his agent or proxy shall be sufficient if made in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such
manner as shall be reasonably satisfactory to the Trustee. The ownership of Debt
Securities shall be proved by the Debt Securities register or by a certificate
of the Debt Securities registrar.

         The record of any Holders' meeting shall be proved in the manner
provided in Section 10.06.

         Section 9.03. Who Deemed Absolute Owners. Prior to due presentment for
registration of transfer of any Debt Security, the Company, the Trustee, or the
paying agent and any Debt Security registrar may deem the Person in whose name
any Debt Securities shall be registered upon the Debt Security register to be,
and may treat him or her as, the absolute owner of such Debt Security (whether
or not such Debt Security shall be overdue and notwithstanding any notation of
ownership or other writing on such Debt Security) for the purpose of receiving
payment of or on account of the principal of, premium, if any, and interest, if
any, on such Debt Security and for all other purposes; and neither the Company
nor the Trustee nor any paying agent nor any Debt Security registrar shall be
affected by any notice to the contrary. All such payments so made to any
registered Holder for the time being, or upon his order shall be valid, and, to
the extent of the sum or sums so paid, effectual to satisfy and discharge the
liability for money payable upon any such Debt Security.

                                      -46-

<PAGE>

         Section 9.04. Company-Owned Debt Securities Disregarded. In determining
whether the Holders of the requisite aggregate principal amount of Debt
Securities have concurred in any request, demand, authorization, notice,
direction, consent or waiver under the Indenture, Debt Securities which are
owned by the Company or any other obligor on the Debt Securities or by any
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with the Company or any other obligor on the Debt
Securities shall be disregarded and deemed not to be outstanding for the purpose
of any such determination; provided that for the purposes of determining whether
the Trustee shall be protected in relying on any such request, demand,
authorization, notice, direction, consent or waiver, only Debt Securities which
a Responsible Officer of the Trustee actually knows are so owned shall be so
disregarded. Debt Securities so owned which have been pledged in good faith may
be regarded as outstanding for the purposes of this Section 9.04 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Debt Securities and that the pledgee is not a Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or any such other obligor. In the case of a dispute as to such right,
any reasonable decision by the Trustee taken upon the advice of counsel shall be
full protection to the Trustee.

         Section 9.05. Revocation of Consents; Future Holders Bound. At any time
prior to (but not after) the evidencing to the Trustee, as provided in Section
9.01, of the taking of any action by the Holders of the percentage in aggregate
principal amount of the Debt Securities of any series specified in this
Indenture in connection with such action, any holder of a Debt Security the
serial number of which is shown by the evidence to be included in such Debt
Securities the Holders of which have consented to such action may, by filing
written notice with the Trustee at the Principal Office of the Trustee and upon
proof of holding as provided in Section 9.02, revoke such action so far as
concerns such Debt Security. Except as aforesaid any such action taken by the
Holder of any Debt Security of any series shall be conclusive and binding upon
such Holder and upon all future Holders and owners of such Debt Security and of
any Debt Security issued in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon such Debt Security.

                                      -47-

<PAGE>

                                   ARTICLE TEN

                               HOLDERS' MEETINGS.

         Section 10.01.  Purposes of Meetings.  A meeting of Holders may be
called at any time and from time to time pursuant to the provisions of this
Article Ten for any of the following purposes:

                  (1) to give any notice to the Company or to the Trustee, or to
         give any directions to the Trustee, or to consent to the waiving of any
         default hereunder and its consequences, or to take any other action
         authorized to be taken by Holders pursuant to any of the provisions of
         Article Seven;

                  (2) to remove the Trustee and appoint a successor Trustee
         pursuant to the provisions of Article Eight;

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

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

         Section 10.02. Call of Meetings by Trustee. The Trustee may at any time
call a meeting of Debt Security Holders to take any action specified in Section
10.01, to be held at such time and at such place as the Trustee shall determine.
Notice of every meeting of the Holders, setting forth the time and place of such
meeting and in general terms the action proposed to be taken at such meeting,
shall be mailed to Holders of Debt Securities of all series that may be affected
by the action proposed to be taken at the meeting at their addresses as they
shall appear on the Debt Security register. Such notice shall be mailed not less
than twenty nor more than ninety days prior to the date fixed for the meeting.

         Section 10.03. Call of Meetings by Company or Holders. In case at any
time the Company, pursuant to a resolution of its Board of Directors, or the
holders of at least ten percent in aggregate principal amount of the Debt
Securities then outstanding of all series that may be affected by the action
proposed to be taken at the meeting, shall have requested the Trustee to call a
meeting of Debt Security Holders of all series that may be so affected by
written request setting forth in reasonable detail the action proposed to be
taken at the meeting, and the Trustee shall not have mailed the notice of such
meeting within twenty days after receipt of such request, then the Company or
such Debt Security Holders may determine the time and the place for such meeting
and may call such meeting to take any action authorized in Section 10.01, by
mailing notice thereof as provided in Section 10.02.

         Section 10.04. Record Dates for Certain Actions.  The Company may, in
the circumstances permitted by the Trust indenture Act, fix any day as the
record date for the

                                      -48-

<PAGE>

purpose of determining the Holders of Debt Securities of any series entitled to
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action, or to vote on any action, authorized or permitted to be
given or taken by Holders of Debt Securities of such series. If not set by the
Company prior to the first solicitation of a Holder of Debt Securities of such
series made by any Person in respect of any such action, or, in the case of any
such vote, prior to such vote, the record date for any such action or vote shall
be the 30th day (or, if later, the date of the most recent list of Holders
required to be provided pursuant to Section 6.01) prior to such first
solicitation or vote, as the case may be. With regard to any record date for
action to be taken by the Holders of one or more series of Debt Securities, only
the Holders of Debt Securities of such series on such date (or their duly
designated proxies) shall be entitled to give or take, or vote on, the relevant
action.

         Section 10.05. Qualifications for Voting. To be entitled to vote at any
meeting of Debt Security Holders a Person shall (a) be a holder of one or more
Debt Securities of a series affected by the action proposed to be taken at the
meeting or (b) be a Person appointed by an instrument in writing as proxy by a
Holder of one or more such Debt Securities. The only Persons who shall be
entitled to be present or to speak at any meeting of Debt Security Holders shall
be the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

         Section 10.06. Regulations. Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Debt Security Holders, in regard to proof of the
holding of Debt Securities and of the appointment of proxies, and in regard to
the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Debt Security Holders as provided in Section 10.03, in which case
the Company or the Debt Security Holders calling the meeting, as the case may
be, shall in like manner appoint a temporary chairman. A permanent chairman and
a permanent secretary of the meeting shall be elected by majority vote of the
meeting.

         Subject to the provisions of Section 9.04, at any meeting each Debt
Security Holder of a series or proxy shall be entitled to one vote for each
$1,000 principal amount (or corresponding denomination if the Debt Securities
are not in U.S. dollars) (or such other principal amount equal to the authorized
minimum denomination) of Debt Securities of such series held or represented by
him or her; provided, however, that no vote shall be cast or counted at any
meeting in respect of any Debt Security challenged as not outstanding and ruled
by the chairman of the meeting to be not outstanding. The chairman of the
meeting shall have no right to vote other than by virtue of Debt Securities of
such series held by him or her or instruments in writings as aforesaid duly
designating

                                      -49-

<PAGE>

him or her as the Person to vote on behalf of other Debt Security Holders of
such series. Any meeting of Debt Security Holders duly called pursuant to the
provisions of Section 10.02 or 10.03 may be adjourned from time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

         Section 10.07. Voting. The vote upon any resolution submitted to any
meeting of Holders of a series or all series to be affected thereby, as the case
may be, shall be by written ballots on which shall be subscribed the signatures
of the Holders of Debt Securities of such series or of their representatives by
proxy and the serial number or numbers of the Debt Securities of such series
held or represented by them. The permanent chairman of the meeting shall appoint
two inspectors of votes who shall count all votes cast at the meeting for or
against any resolution and who shall make and file with the secretary of the
meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Holders
shall be prepared by the secretary of the meeting and there shall be attached to
said record the original reports of the inspectors of votes of any vote by
ballot taken thereat and affidavits by one or more persons having knowledge of
the facts setting forth a copy of the notice of the meeting and showing that
said notice was mailed as provided in Section 10.02. The record shall show the
serial numbers of the Debt Securities voting in favor of or against any
resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall
be delivered to the Company and the other to the Trustee to be preserved by the
Trustee.

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

                                      -50-

<PAGE>

                                 ARTICLE ELEVEN

                            SUPPLEMENTAL INDENTURES.

         Section 11.01. Supplemental Indentures without Consent of Holders. The
Company, when authorized by the resolutions of the Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

                  (a) to evidence the succession of another corporation to the
         Company, or successive successions, and the assumption by the successor
         corporation of the covenants, agreements and obligations of the Company
         pursuant to Article Twelve hereof;

                  (b) to add to the covenants of the Company such further Events
         of Default, covenants, restrictions or conditions, for the benefit of
         the Holders of the Debt Securities of all or any series as the Board of
         Directors of the Company shall consider to be for the benefit of the
         Holders of Debt Securities of such series;

                  (c) to clarify or cure any ambiguity or to correct or
         supplement any provision contained herein or in any supplemental
         indenture or Debt Securities of a series which may be defective or
         inconsistent with any other provision contained herein or in any
         supplemental indenture or Debt Securities of a series, or to make such
         other provisions in regard to matters or questions arising under this
         Indenture or any supplemental indenture or Debt Securities of a series
         which shall not adversely affect the interests of the Holders of the
         Debt Securities in any material respect;

                  (d) to provide for the issuance of a particular series of Debt
         Securities in bearer form with or without interest coupons;

                  (e) to provide for beneficial ownership of all or a portion of
         a particular series of Debt Securities to be evidenced by electronic
         book-entry (i) at a Depositary, or (ii) on the records of the Company,
         its agent or a third party other than a Depositary, with the Company,
         its agent or a third party holding a certificate or certificates
         representing such Debt Securities or portion thereof, or (iii) any
         combination of (i) and (ii); provision may be made that beneficial
         owners shall not have the right to obtain certificates for such Debt
         Securities or portion thereof;

                  (f) to add to, change or eliminate any of the provisions of
         this Indenture in respect of one or more series of Debt Securities,
         provided that any such addition, change, or elimination (i) shall
         neither (A) apply to any Debt Security of any series created prior to
         the execution of such supplemental

                                      -51-

<PAGE>

                  indenture and entitled to the benefit of such provision nor
         (B) modify the rights of the Holder of any such Debt Security with
         respect to such provision or (ii) shall become effective only when
         there is no such Debt Security Outstanding;

                  (g) at the Company's option, to set forth some or all the
         terms of the Debt Securities of a particular series in lieu of setting
         forth such terms in a Certified Resolution pursuant to Section 2.02;

                  (h) to provide for the appointment of a successor Trustee with
         respect to one or more series of Debt Securities pursuant to Section
         8.11; or

                  (i) to provide for an authenticating agent for the Trustee.

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

         Any supplemental indenture authorized by the provisions of this Section
11.01 may be executed by the Company and the Trustee without the consent of the
Holders of any of the Debt Securities at the time outstanding, notwithstanding
any of the provisions of Section 11.02.

         Section 11.02. Supplemental Indentures with Consent of Holders. With
the consent (evidenced as provided in Section 9.01) of the Holders of not less
than a majority in aggregate principal amount of the Debt Securities at the time
outstanding of each series to be affected, the Company, when authorized by a
resolution of its Board of Directors, and the Trustee may from time to time and
at any time enter into an indenture or indentures supplemental hereto (which
shall conform to the provisions of the Trust Indenture Act of 1939 as in force
at the date of the execution thereof) for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Indenture or of any supplemental indenture or Debt Security of a series or of
modifying in any manner the rights of the Holders of the Debt Securities of such
series to be affected; provided, however, that no such supplemental indenture
shall (i) change the fixed maturity (which term shall not include payments due
pursuant to any sinking, purchase or analogous fund) of any Debt Securities, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, reduce any premium payable upon the redemption
thereof, or impair the right to institute suit for the enforcement of any such
payment on or after the maturity thereof (or, in the case of redemption on or
after the redemption date, without the consent of the Holder of each Debt
Security so affected, or (ii) reduce the aforesaid percentage of Debt Securities
of any series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of all Debt
Securities of such series then Outstanding.

                                      -52-

<PAGE>

         Upon request of the Company, accompanied by a copy of the resolutions
of the Board of Directors (certified by an Officer's Certificate which shall
accompany the resolutions) authorizing the execution of any such supplemental
indentures, and upon the filing with the Trustee of evidence of the consent of
Holders as aforesaid, the Trustee shall join with the Company in the execution
of such supplemental indenture unless such supplemental indenture affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but shall not be obligated to,
enter into such supplemental indenture.

         It shall not be necessary for the consent of the Holders under this
Section 11.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         Section 11.03. Effect of Supplemental Indentures. Any supplemental
indenture executed pursuant to the provision of this Article Eleven shall comply
with the Trust Indenture Act of 1939, as then in effect. Upon the execution of
any supplemental indenture pursuant to the provisions of this Article Eleven,
this Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitation of rights, obligations, duties
and immunities under this indenture of the Trustee, the Company and the Holders
of all of the Debt Securities or of the Debt Securities of any series affected,
as the case may be, shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

         Section 11.04. Notation on Debt Securities. Debt Securities of any
series authenticated and delivered after the execution of any supplemental
indenture pursuant to the provisions of this Article Eleven may, but need not,
bear a notation in form reasonably approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall
so determine, new Debt Securities so modified as to conform, in the reasonable
opinion of the Trustee and the Board of Directors, to any modification of this
Indenture contained in any such supplemental indenture may be prepared and
executed by the Company, authenticated by the Trustee and delivered in exchange
for the Debt Securities then outstanding.

         Section 11.05. Evidence of Compliance of Supplemental Indenture to Be
Furnished Trustee. The Trustee, subject to the provisions of Section 8.01 and
8.02, shall receive, and be entitled to rely upon an Officer's Certificate and
an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant hereto complies with the requirements of this Article Eleven.

                                      -53-

<PAGE>

                                 ARTICLE TWELVE

                 CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER.

         Section 12.01.  Company May Consolidate, Etc., Only on Certain Terms.
The Company shall not consolidate with or merge into any other corporation or
convey or transfer its properties and assets substantially as an entirety to any
Person, unless:

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

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

                  (3) the Company has delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel each stating that such
         consolidation, merger, conveyance or transfer and, if a supplemental
         indenture is required in connection with such transaction, such
         supplemental indenture comply with this Article Twelve and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with; provided, however, the Opinion of Counsel
         shall not be required to include any opinion with respect to the
         condition set forth in paragraph (2) of this Section 12.01.

         Section 12.02. Successor Corporation Substituted. Upon any
consolidation or merger, or any conveyance or transfer of the properties and
assets of the Company substantially as an entirety in accordance with Section
12.01, the successor corporation formed by such consolidation or into which the
Company is merged or to which such conveyance 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
corporation had been named as the Company herein; and in the event of any such
conveyance or transfer, the Company (which term shall for this purpose means the
Person named as the "Company" in the first paragraph of this instrument or any
successor corporation which shall have theretofore become such in the manner
prescribed in Section 12.01) shall be discharged from all liability under this
Indenture and in respect of the Debt Securities and may be dissolved and
liquidated.

                                      -54-

<PAGE>

                                ARTICLE THIRTEEN

          SATISFACTION AND DISCHARGE OF INDENTURE OR CERTAIN COVENANTS.

         Section 13.01. Satisfaction and Discharge of Indenture. When either (a)
the Company shall deliver to the Trustee for cancellation all Debt Securities of
a series theretofore authenticated (other than any Debt Securities of such
series which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.06) and not theretofore cancelled; or
(b) all the Debt Securities of such series not theretofore cancelled or
delivered to the Trustee for cancellation shall have become due and payable, or
are by their terms to become due and payable within one year or are to be called
for redemption within one year under arrangements satisfactory to the Trustee
for the giving of notice of redemption, and the Company shall deposit with the
Trustee, in trust, funds sufficient to pay at maturity or upon redemption all of
the Debt Securities of such series (other than any Debt Securities of such
series which shall have been mutilated, destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.06) not theretofore
cancelled or delivered to the Trustee for cancellation, including principal and
premium, if any, and interest, if any, due or to become due to such date of
maturity or redemption date, as the case may be, but excluding, however, the
amount of any money for the payment of the principal of and premium, if any, or
interest, if any, on the Debt Securities of such series (1) theretofore
deposited with the Trustee with respect to Debt Securities of such series and
repaid by the Trustee to the Company in accordance with the provisions of
Section 13.05 or (2) paid with respect to Debt Securities of such series to any
State or to the District of Columbia pursuant to its unclaimed property or
similar laws, and if in either case the Company shall also pay or cause to be
paid all other sums payable hereunder by the Company, then this Indenture shall
cease to be of further effect with respect to the Debt Securities of such series
except as to (A) the rights of Holders of Debt Securities of such series to
receive solely from funds deposited by the Company with the Trustee, in trust as
described above in this Section 13.01, payment of the principal of, premium, if
any, and the interest, if any, on such Debt Securities when such payments are
due; (B) the Company's obligations with respect to such Debt Securities under
Section 2.05, 2.06, 5.02 and 13.03; and (C) the rights, powers, duties and
immunities of the Trustee hereunder and the Trustee, on demand of the Company
accompanied by an Officer's 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 and at the cost and
expense of the Company, shall execute such instruments as may be requested by
the Company acknowledging satisfaction of and discharging this Indenture with
respect to such series of Debt Securities.

         Section 13.02. Defeasance Upon Deposit of Money, U.S. Government
Obligations or Eligible Obligations. At the Company's option, either (a) the
Company shall be deemed to have been Discharged (as defined below) from its
obligations with respect to any Debt Securities or any series of Debt Securities
on the ninety-first day after the applicable conditions set forth below have
been satisfied or (b) the Company shall

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<PAGE>

cease to be under any obligation to comply with any term, provision or condition
set forth in Sections 5.05, 5.06 and 12.01 with respect to any such Debt
Securities and any other covenants provided in a Certified Resolution delivered
to the Trustee pursuant to Section 2.02(A) hereof or an indenture supplemental
hereto with respect to such Debt Securities at any time after the applicable
conditions set forth below have been satisfied:

                  (1) the Company shall have deposited or caused to be deposited
         irrevocably with the Trustee as trust funds in trust, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Debt Securities (A) money in an amount, or (B) U.S.
         Government Obligations and/or Eligible Obligations which through the
         payment of interest and principal in respect thereof in accordance with
         their terms will provide, not later than one business day before the
         due date of any payment, money in an amount, or (C) a combination of
         (A) and (B), sufficient, in the opinion (with respect to (A) and (B))
         of a nationally recognized firm of independent public accountants
         selected by the Company expressed in a written certification thereof
         delivered to the Trustee, to pay and discharge each installment of
         principal (including mandatory sinking fund payments) of, premium, if
         any, and interest, if any, on, such Debt Securities Outstanding on the
         dates such installments of principal, premium, if any, and interest, if
         any, are due (taking into account any redemption pursuant to optional
         sinking fund payments notice of which redemption is provided to the
         Trustee at the time of the deposit referred to in this paragraph (1));

                  (2) if such Debt Securities are then listed on any stock
         exchange, the Company shall have delivered to the Trustee an Opinion of
         Counsel to the effect that the Company's exercise of its option under
         this paragraph would not cause such Debt Securities to be delisted;

                  (3) no Event of Default with respect to such Debt Securities
         under Section 7.01(a), 7.01(b), 7.01(c), 7.01(e) or 7.01(f) of this
         Indenture shall have occurred and be continuing on the date of such
         deposit and the Company shall have furnished an Officer's Certificate
         to such effect

                  (4) the Company shall have delivered to the Trustee (a) an
         Opinion of Counsel or (b) a ruling from, or published by, the Internal
         Revenue Service, whichever of (a) or (b) the Company shall determine,
         to the effect that Holders of such Debt Securities will not recognize
         income, gain or loss for Federal income tax purposes as a result of the
         Company's exercise of its option under this Section 13.02 and will be
         subject to Federal income tax on the same amount and in the same manner
         and at the same times as would have been the case if such option had
         not been exercised.

"Discharged" means, for purposes of this Section 13.02, that the Company shall
be deemed to have paid and discharged the entire indebtedness represented by,
and obligations under, such Debt Securities and to have satisfied all the
obligations under this

                                      -56-

<PAGE>

Indenture relating thereto (and the Trustee shall execute such instruments as
may be requested by the Company acknowledging the same), except (A) the rights
of Holders of such Debt Securities to receive, solely from the trust fund
described in clause (1) above, payment of the principal, premium, if any, and
the interest, if any, on such Debt Securities when such payments are due; (B)
the Company's obligations with respect to such Debt Securities under Sections
2.05, 2.06, 5.02 and 13.03; and (C) the rights, powers, duties and immunities of
the Trustee hereunder. Notwithstanding the satisfaction and discharge of this
Indenture with respect to any such Debt Securities, the obligations of the
Company to the Trustee under Section 8.06 shall survive.

         Section 13.03. Deposited Money, U.S. Government Obligations and
Eligible Obligations to Be Held in Trust by Trustee. All money, U.S. Government
Obligations and Eligible Obligations deposited with the Trustee pursuant to
Section 13.01 or 13.02 and with respect to U.S. Government Obligations and
Eligible Obligations, the principal and interest in respect thereof, shall be
held irrevocably in trust and applied by it to the payment in accordance with
the provisions of the Debt Securities and this Indenture, either directly or
through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Debt Securities for the payment or
redemption of which such money has been deposited with the Trustee, of all sums
due and to become due thereon for principal, premium, if any, and interest, if
any, but such money need not be segregated from other funds except to the extent
required by law. The Trustee shall promptly pay to the Company, upon written
request of the Company, any excess money, U.S. Government Obligations or
Eligible Obligations held by the Trustee at any time.

         Section 13.04. Paying Agent to Repay Money Held. Upon the satisfaction
and discharge of this Indenture, all money then held by any paying agent of the
Debt Securities (other than the Trustee) shall, upon demand of the Company, be
repaid to it or paid to the Trustee, and thereupon such paying agent shall be
released from all further liability with respect to such money.

         Section 13.05. Return of Unclaimed Amounts. Notwithstanding anything to
the contrary contained in this Indenture (including, but not limited to, the
provisions of Section 13.03), any amounts deposited with or paid to the Trustee
for payment of any portion of the principal of (which term shall for these
purposes include payments due pursuant to any sinking, purchase or analogous
fund), premium, if any, or interest, if any, on the Debt Securities and not
applied but remaining unclaimed by the Holders of such Debt Securities for one
year after the date upon which such portion of the principal of, premium, if
any, or interest, if any, on such Debt Securities, as the case may be, shall
have become due and payable, shall be repaid to the Company by the Trustee upon
written request; and the Holder of any of such Debt Securities shall thereafter
look only to the Company for any payment which such Holder may be entitled to
collect.

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<PAGE>

                                ARTICLE FOURTEEN

                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                       OFFICERS, DIRECTORS, AND EMPLOYEES.

         Section 14.01. Indenture and Debt Securities Solely Corporate
Obligations. No recourse for the payment of the principal of, premium, if any,
or interest, if any, on any Debt Security, or for any claim based thereon or
otherwise in respect thereof, and no recourse under or upon any obligation,
covenant or agreement of the Company in this Indenture or in any supplemental
indenture' or in any Debt Security, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer, director or employee as such, past, present or future, of
the Company or of any successor corporation, either directly or through the
Company or any successor corporation, whether by virtue of any constitution,
statute or rule of law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability is hereby
expressly waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issue of the Debt Securities.

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<PAGE>

                                 ARTICLE FIFTEEN

                            MISCELLANEOUS PROVISIONS.

         Section 15.01. Provisions Binding on Company's Successors. All the
covenants, stipulations, promises and agreements in this Indenture contained by
the Company shall bind its successors and assigns whether so expressed or not.

         Section 15.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Company.

         Section 15.03. Addresses for Notices, Etc. Any notice or demand which
by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Debt Securities on the Company shall
be deemed to have been sufficiently given, for all purposes, if given in writing
and mailed registered mail, return receipt requested, postage prepaid, to (until
another address is filed by the Company with the Trustee) Nucor Corporation,
2100 Rexford Road, Charlotte, North Carolina 28211, Attention: Chief Financial
Officer. Any notice, direction, request or demand by the Company or by any
Holder to or upon the Trustee shall be deemed to have been sufficiently given,
for all purposes, if given in writing and mailed registered mail, return receipt
requested, postage prepaid, to the principal corporate trust office of the
Trustee which at the date of this Indenture is The Bank of New York, 101 Barclay
Street, Floor 21 West, New York, New York, 10286, Attention: Corporate Trust
Trustee Administration.

         Section 15.04. Governing Law. This Indenture and each Debt Security
shall be construed in accordance with the laws of the State of New York.

         Section 15.05. Officer's Certificates and Opinions of Counsel. Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of the Indenture, the Company shall furnish to the Trustee an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.

         Each Officer's Certificate or Opinion of Counsel provided for in this
Indenture and delivered to the Trustee with respect to compliance with a
condition or covenant provided for in this Indenture shall include (A) a
statement that the Person making such certificate or opinion has read such
covenant or condition; (B) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinion contained in
such certificate or opinion are based; (C) a statement that in the opinion of
such Person, he or she has made such examination or investigation as is

                                      -59-

<PAGE>

necessary to enable him or her to express an informed opinion as to whether or
not such covenant or condition has been complied with; and (D) a statement as to
whether or not in the opinion of such Person, such condition or covenant has
been complied with; provided that the Officer's Certificate pursuant to Section
5.08 need not contain the statements provided for in this Section 15.05.

         Section 15.06. Legal Holidays. In any case where the date of maturity
of interest on or principal of the Debt Securities of any series or the date
fixed for redemption of any Debt Security of any series shall be in the city and
state of the principal office of the paying agent a Saturday, a Sunday, or a day
on which banking institutions are authorized by law to close, then, unless any
provision of the Debt Securities of such series expressly indicates that such
provision shall apply in lieu of this section, payment of such interest on or
principal and premium, if any, need not be made on such date but may be made on
the next succeeding day not in such city a Saturday, a Sunday, nor a day on
which banking institutions are authorized by law to close with the same force
and effect as if made on the date of maturity or the date fixed for redemption
and no interest on the amount so payable shall accrue for the period from and
after such date of maturity or date fixed for redemption.

         Section 15.07. Trust Indenture Act to Control. If and to the extent
that any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by any of
Sections 310 and 317, inclusive, of the Trust Indenture Act of 1939, such
required provision shall control.

         Section 15.08. Debt Securities Controlling in the Event of
Inconsistencies Between Indenture and Debt Securities. If the provisions of any
series of Debt Securities issued hereunder are inconsistent or conflict with the
provisions of this Indenture, the provisions of the Debt Securities of such
series shall be controlling with respect to such series.

         Section 15.09. Table of Contents, Headings, Etc. The table of contents
and the titles and headings of the articles and sections of this Indenture have
been inserted for convenience of reference only, are not to be considered a part
hereof, and shall in no way modify or restrict any of the terms or provisions
hereof.

         Section 15.10. Execution in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original but
such counterparts shall together constitute but one and the same instrument.

                             [Signatures on page 64]

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                                      -61-

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                                      -62-

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                           [Intentionally Left Blank.]

                                      -63-



<PAGE>

         THE BANK OF NEW YORK hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.

         IN WITNESS WHEREOF, NUCOR CORPORATION has caused this Indenture to be
signed by its Vice Chairman of the Board and Treasurer, and its corporate seal
to be affixed hereunto, and the same to be attested by its Assistant Secretary,
and THE BANK OF NEW YORK has caused this Indenture to be signed by one of its
authorized signatories, as of the day and year first written above.

                                             NUCOR CORPORATION



                                             By _______________________
                                             Vice Chairman, Chief Financial
                                             Officer, Secretary and Treasurer

Attest:



By _____________________
Assistant Secretary

(SEAL)




                                             THE BANK OF NEW YORK,
                                             as Trustee



                                             By ________________________________
                                             Name:
                                             Title:

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