Exhibit 4.1





                        UNITED STATES STEEL CORPORATION,
                                     Issuer



                                       and



                          THE BANK OF NEW YORK MELLON,
                                     Trustee



                          THIRD SUPPLEMENTAL INDENTURE

                             DATED AS OF MAY 4, 2009

                                  TO INDENTURE

                            DATED AS OF MAY 21, 2007



                                   Relating To



                          $862,500,000 Principal Amount
                 4.00% Senior Convertible Notes due May 15, 2014

                          THIRD SUPPLEMENTAL INDENTURE

     THIRD  SUPPLEMENTAL INDENTURE, dated as of May 4, 2009 (this  "Supplemental
Indenture"),  to  the  Indenture  (defined  below)  among  United  States  Steel
Corporation  (the "Company"), a Delaware corporation, and The Bank of  New  York
Mellon, a New York banking corporation, as Trustee (the "Trustee").

                                    RECITALS

     WHEREAS,  the Company has heretofore executed and delivered to the  Trustee
an Indenture, dated as of May 21, 2007 (the "Base Indenture"), providing for the
issuance  from  time  to time of its notes and other evidences  of  senior  debt
securities,   to   be  issued  in  one  or  more  series  as  therein   provided
("Securities");

     WHEREAS,  pursuant to the terms of the Base Indenture, the Company  desires
to  provide for the establishment of a new series of its Securities to be  known
as  its  4.00%  Senior Convertible Notes due 2014 (the "Notes"),  the  form  and
substance of such Notes and the terms, provisions and conditions thereof  to  be
set  forth  as  provided  in the Base Indenture and this Supplemental  Indenture
(together, the "Indenture"); and

     WHEREAS,  the  Company has requested that the Trustee execute  and  deliver
this  Supplemental  Indenture,  and  all requirements  necessary  to  make  this
Supplemental Indenture a valid instrument in accordance with its terms,  and  to
make the Notes, when executed by the Company and authenticated and delivered  by
the  Trustee, the valid and legally binding obligations of the Company, and  all
acts   and  things  necessary,  have  been  done  and  performed  to  make  this
Supplemental  Indenture  enforceable  in accordance  with  its  terms,  and  the
execution  and delivery of this Supplemental Indenture has been duly  authorized
in all respects.

                                   WITNESSETH:

     NOW,  THEREFORE, for and in consideration of the premises contained herein,
each  party  agrees for the benefit of each other party and for  the  equal  and
ratable benefit of the Holders of the Notes, as follows:

                                   ARTICLE ONE

                                   DEFINITIONS

     SECTION 1.01.  Capitalized terms used but not defined in this
Supplemental Indenture shall have the meanings ascribed to them in the Base
Indenture.

     Section 1.02.  References in this Supplemental Indenture to article
and section numbers shall be deemed to be references to article and section
numbers of this Supplemental Indenture unless otherwise specified.

     Section 1.03.  For purposes of this Supplemental Indenture, the following
terms have the meanings ascribed to them as follows:

     "Additional Interest" means all amounts, if any, payable pursuant to
Section 6.02.

     "Additional Shares" has the meaning provided in Section 5.04(a).

     "Adjustment Event" has the meaning provided in Section 5.02(l).

     "Attributable  Debt"  means,  with  respect  to  any  sale  and   leaseback
transaction, at the time of determination, the lesser of (1) the sale  price  of
the  property so leased multiplied by a fraction the numerator of which  is  the
remaining portion of the base term of the lease included in such transaction and
the  denominator  of which is the base term of such lease,  and  (2)  the  total
obligation  (discounted  to the present value at the implicit  interest  factor,
determined  in  accordance with GAAP, included in the rental  payments)  of  the
lessee for rental payments (other than amounts required to be paid on account of
property taxes as well as maintenance, repairs, insurance, water rates and other
items which do not constitute payments for property rights) during the remaining
portion of the base term of the lease included in such transaction.

     "Base Indenture" has the meaning provided in the recitals.

     "Beneficial Owner" means any person who is considered a Beneficial Owner of
a  security  in  accordance with Rule 13d-3 promulgated by  the  SEC  under  the
Exchange Act.

     "Business Day" means any day other than a Saturday, a Sunday or  a  day  on
which  the Federal Reserve Bank of New York is authorized or required by law  or
executive order to close or be closed.

     "Clearstream" means Clearstream Banking S.A.

     "Common  Stock" means the Common Stock, par value $1.00 per share,  of  the
Company  existing  on the Issue Date or any other shares of capital  stock  into
which such Common Stock shall be reclassified or changed.

     "Company Notice" has the meaning provided in Section 4.01(b).

     "Company Notice Date" has the meaning provided in Section 4.01(b).

     "Consolidated  Net Tangible Assets" means, as of the time of determination,
the  aggregate  amount  of  the assets of the Company  and  the  assets  of  its
consolidated  subsidiaries  after  deducting  (1)  all  goodwill,  trade  names,
trademarks,  service marks, patents, unamortized debt discount and  expense  and
other  intangible  assets and (2) all current liabilities, as reflected  on  the
most  recent  consolidated balance sheet prepared by the Company  in  accordance
with  GAAP  contained in an annual report on Form 10-K or a quarterly report  on
Form 10-Q timely filed or any amendment thereto (and not subsequently disclaimed
as  not  being  reliable by the Company) pursuant to the  Exchange  Act  by  the
Company  prior  to  the time as of which "Consolidated Net Tangible  Assets"  is
being determined.

     "Conversion  Agent"  means the office or agency appointed  by  the  Company
where  Notes may be presented for conversion. The Conversion Agent appointed  by
the Company shall initially be the Trustee.

     "Conversion Date" has the meaning provided in Section 5.01(a).

     "Conversion  Price"  means, in respect of each $1,000 principal  amount  of
Notes,  $1,000 divided by the Conversion Rate, as may be adjusted from  time  to
time as set forth herein, and initially shall be $31.875.

     "Conversion  Rate"  means, in respect of each $1,000  principal  amount  of
Notes,  initially 31.3725 shares of Common Stock, subject to adjustment  as  set
forth herein.

     "Depositary" has the meaning provided in Section 2.05.

     "Determination Date" has the meaning provided in Section 5.02(l).

     "Effective Date" has the meaning provided in Section 5.04(c).

     "Euroclear"  means Euroclear Bank S.A./N.V., as operator of  the  Euroclear
System.

     "Ex-Dividend  Date" means the first date upon which a sale  of  the  Common
Stock  does  not  automatically  transfer the  right  to  receive  the  relevant
dividend,  issuance or distribution from the seller of the Common Stock  to  its
buyer.

     "Expiration Time" has the meaning provided in Section 5.02(e).

     "Fair  Market  Value" means the amount that a willing  buyer  would  pay  a
willing seller in an arm's length transaction.

     "Fundamental Change" shall be deemed to have occurred at the time after the
Notes are originally issued that any of the following occurs:

     (1)  a  "Person"  or  "Group" within the meaning of Section  13(d)  of  the
          Exchange  Act other than the Company, a Subsidiary of the  Company  or
          any  employee  benefit plans of the Company or  a  Subsidiary  of  the
          Company  files  a  Schedule  13D  or Schedule  TO  (or  any  successor
          schedule, form or report) pursuant to the Exchange Act disclosing that
          such  person has become the direct or indirect "Beneficial Owner,"  as
          defined in Rule 13d-3 under the Exchange Act, of the Company's  common
          equity representing more than 50% of the voting power of all shares of
          the Company's common equity entitled to vote generally in the election
          of directors, unless such Beneficial Ownership arises as a result of a
          revocable  proxy  delivered in response to a public proxy  or  consent
          solicitation  made  pursuant to the applicable rules  and  regulations
          under the Exchange Act; and provided that no person or group shall  be
          deemed  to be the Beneficial Owner of any securities tendered pursuant
          to  a tender or exchange offer made by or on behalf of such person  or
          group  until  such tendered securities are accepted  for  purchase  or
          exchange under such offer;

     (2)  consummation of (A) any recapitalization, reclassification  or  change
          of  Common  Stock (other than changes resulting from a subdivision  or
          combination)  as  a  result of which Common Stock would  be  converted
          into,  or  exchanged for, stock, other securities, other  property  or
          assets  or  (B) any statutory share exchange, consolidation or  merger
          involving  the  Company  pursuant  to  which  Common  Stock  shall  be
          converted  into cash, securities or other property or any sale,  lease
          or  other  transfer in one transaction or a series of transactions  of
          all or substantially all of the consolidated assets of the Company and
          the Company's Subsidiaries, taken as a whole, to any person other than
          one or more of the Company's Subsidiaries, other than any transaction:

               (a)  involving a consolidation or merger that does not result  in
                    a  reclassification, conversion, exchange or cancellation of
                    outstanding Common Stock;

               (b)  where  the  Holders of more than 50% of all classes  of  the
                    Company's   common   equity  immediately   prior   to   such
                    transaction   that   is   a   statutory   share    exchange,
                    consolidation  or  merger own, directly or indirectly,  more
                    than  50%  of all classes of common equity of the continuing
                    or  surviving  entity  or transferee or  the  parent  entity
                    thereof immediately after such transaction; or

               (c)  that is effected solely to change the Company's jurisdiction
                    of   incorporation   and  results  in  a   reclassification,
                    conversion or exchange of outstanding shares of Common Stock
                    solely  into shares of Common Stock of the surviving entity;
                    or

     (3)  the  Company's  Common  Stock  (or other  capital  stock  or  American
          Depositary Receipts into which the Notes are then convertible pursuant
          to the terms of this Supplemental Indenture) ceases to be listed on  a
          United States national or regional securities exchange;

provided,  however, that a Fundamental Change as a result of  clause  (2)  above
shall  not  be  deemed  to  have occurred if 90% or more  of  the  consideration
received  or  to  be  received by the Holders of Common  Stock  (excluding  cash
payments  for  fractional shares and cash payments made pursuant to  dissenters'
appraisal   rights)   in  connection  with  the  transaction   or   transactions
constituting  the  Fundamental Change consists of shares  of  capital  stock  or
American  Depositary  Receipts traded on a United States  national  or  regional
securities  exchange  or which shall be so traded when issued  or  exchanged  in
connection  with  the transaction that would otherwise be a  Fundamental  Change
(these  securities being referred to as "Publicly Traded Securities") and  as  a
result  of  this  transaction or transactions the Notes become convertible  into
such Publicly Traded Securities, excluding cash payments for fractional shares.

     "Fundamental  Change  Purchase Date" has the meaning  provided  in  Section
4.01(a).

     "Fundamental  Change Purchase Notice" has the meaning provided  in  Section
4.01(c).

     "Fundamental  Change  Purchase Price" has the meaning provided  in  Section
4.01(a).

     "GAAP"  means  generally accepted accounting principles set  forth  in  the
opinions  and pronouncements of the Accounting Principles Board of the  American
Standards  Board or in such other statements by such other entity as  have  been
approved by a significant segment of the accounting profession as in effect from
time to time.

     "Guarantee"  means any obligation, contingent or otherwise, of  any  Person
directly or indirectly guaranteeing any Indebtedness of any other Person and any
obligation, direct or indirect, contingent or otherwise, of such Person  (1)  to
purchase or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness  of  such  other Person (whether arising by virtue  of  partnership
arrangements,  or  by  agreement  to  keep  well,  to  purchase  assets,  goods,
securities  or  services,  to  take or pay or to  maintain  financial  statement
conditions  or  otherwise) or (2) entered into for purposes of assuring  in  any
other  manner  the  obligee of such Indebtedness of the payment  thereof  or  to
protect  such  obligee against loss in respect thereof (in whole  or  in  part);
provided, however, that the term "guarantee" shall not include endorsements  for
collection  or deposit in the ordinary course of business. The term "guarantee,"
when used as a verb, has a correlative meaning.

     "Holder"  means the Person in whose name a Note of any series is registered
on the security register books.

     "Incur"  means  issue,  assume, Guarantee or otherwise  become  liable  for
Indebtedness.

     "Indebtedness"  means,  with  respect to any Person,  obligations  of  such
Person  for  borrowed  money  (including without  limitation,  indebtedness  for
borrowed money evidenced by notes, bonds, debentures or similar instruments).

     "Indenture" has the meaning provided in the recitals.

     "Initial Dividend Threshold" has the meaning provided in Section 5.02(d).

     "Interest Payment Date" has the meaning provided in Section 2.06(a).

     "Issue Date" means May 4, 2009.

     "Last Reported Sale Price" of the Common Stock on any Trading Day means the
closing  sale  price  per share (or if no closing sale price  is  reported,  the
average  of  the  bid and ask prices or, if more than one in  either  case,  the
average  of the average bid and average ask prices) of the Common Stock on  that
Trading  Day  as  reported in composite transactions for  the  principal  United
States  national  or regional securities exchange on which the Common  Stock  is
traded  or,  if  the Common Stock is not listed for trading on a  United  States
national  or regional securities exchange on the relevant Trading Day, the  Last
Reported  Sale Price shall be the last quoted bid price for the Common Stock  in
the  over-the-counter  market on the relevant Trading Day  as  reported  by  the
National  Quotation Bureau or similar organization selected by the  Company.  If
the  Common Stock is not so listed or quoted, the Last Reported Sale Price shall
be  the  average of the mid-point of the last bid and ask prices for the  Common
Stock  on  the  relevant date from each of at least three nationally  recognized
independent investment banking firms selected by the Company for such purpose.

     "Liens" has the meaning provided in Section 3.01.

     "Notes" has the meaning provided in the recitals.

     "Officer" means the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Financial Officer, any Vice President, the Treasurer or the
Secretary of the Company.

     "Paying Agent" has the meaning provided in Section 2.05.

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

     "Principal Property" means any blast furnace, steel producing facility,  or
casters  that  are part of a plant that includes such a facility, in  each  case
located  in  the  United States, having a net book value  in  excess  of  1%  of
Consolidated Net Tangible Assets at the time of determination.

     "Publicly Traded Securities" has the meaning provided in the definition  of
Fundamental Change in this Section 1.03.

     "Record Date" means, in respect of a dividend or distribution to holders of
Common  Stock,  the  date  fixed for determination of holders  of  Common  Stock
entitled to receive such dividend or distribution.

     "Reference Property" has the meaning provided in Section 5.03(a).

     "Regular  Record Date" for the payment of interest on the Notes  (including
Additional  Interest, if any), means the May 1 (whether or not a  Business  Day)
immediately  preceding the Interest Payment Date on May 15 and  the  November  1
(whether or not a Business Day) immediately preceding the Interest Payment  Date
on November 15.

     "Reorganization Event" has the meaning provided in Section 5.03(a).

     "Scheduled  Trading Day" means a day that is scheduled to be a Trading  Day
on the primary securities exchange or market on which the Common Stock is listed
or  admitted  to  trading. If the Common Stock is not so listed or  admitted  to
trading, "Scheduled Trading Day" means a Business Day.

     "Securities" has the meaning provided in the recitals.

     "Security  Register"  means the books and records,  whether  electronic  or
physical,  maintained  by the Security Registrar detailing  the  identities  and
other information concerning the Holders.

     "Security Registrar" means the Trustee.

     "Settlement Date" has the meaning provided in Section 5.01(a).

     "Spin-Off" has the meaning provided in Section 5.02(c).

     "Stated Maturity" means May 15, 2014.

     "Stock  Price" means, with respect to a Fundamental Change, the  price  per
share  of  Common Stock paid in connection with such Fundamental  Change,  which
shall  be equal to (i) if such Fundamental Change is a transaction described  in
clause  (1) or (2) of the definition thereof and holders of Common Stock receive
only  cash as a result of such Fundamental Change, and (ii) in all other  cases,
the  average  of the Last Reported Sale Prices of the Common Stock  for  the  10
consecutive  Trading-Day period ending on the Trading Day immediately  preceding
the Effective Date.

     "Subsidiary" means, with respect to any Person (the "parent") at any  date,
any  corporation, limited liability company, partnership, association  or  other
entity  owning a majority of the shares of securities or other interests  having
ordinary  voting power for the election of directors or another  governing  body
(other  than  securities or interests having such power only by  reason  of  the
happening  of  a  contingency) are at the time beneficially  owned  directly  or
indirectly through one or more intermediaries, or both by the parent.

     "Supplemental Indenture" has the meaning provided in the preamble.

     "Trading  Day"  means  a day during which trading in  securities  generally
occurs  on the principal United States national or regional securities  exchange
on  which  the  Common Stock is then listed or admitted to trading  or,  if  the
Common  Stock  is  not then listed or admitted to trading  on  a  United  States
national or regional securities exchange, in the principal other market on which
the  Common Stock is then traded; provided that if the Common Stock  is  not  so
listed or traded, "Trading Day" means a Business Day.

     "Trust  Officer" means, when used with respect to the Trustee, any  officer
within  the  corporate  trust  department of the  Trustee,  including  any  vice
president,  assistant vice president, assistant secretary, assistant  treasurer,
trust  officer  or  any  other officer of the Trustee who  customarily  performs
functions  similar to those performed by the Persons who at the  time  shall  be
such  officers, respectively, or to whom any corporate trust matter is  referred
because  of  such  person's  knowledge of and familiarity  with  the  particular
subject  and  having  direct  responsibility  for  the  administration  of  this
Supplemental Indenture.

     "Withholding Agent" means the office or agency appointed by the Company  to
withhold  the appropriate amount from any payment, to which withholding applies,
made  by the Company to a Holder in respect of the Notes.  The Withholding Agent
appointed by the Company shall initially be the Trustee.

     "$" means United States dollars.

                                   ARTICLE TWO

                    GENERAL TERMS AND CONDITIONS OF THE NOTES

     SECTION 2.01.  Designation and Principal Amount.

     The  Notes  are  hereby  authorized and are  designated  the  4.00%  Senior
Convertible Notes due 2014, unlimited in aggregate principal amount.  The  Notes
issued on the date hereof pursuant to the terms of this Indenture shall be in an
aggregate principal amount of $862,500,000, which amount shall be set  forth  in
the  written  order of the Company for the authentication and  delivery  of  the
Notes  pursuant to Section 3.03 of the Base Indenture.  In addition, the Company
may  issue,  from  time  to  time in accordance  with  the  provisions  of  this
Indenture,  additional Notes having the same terms and conditions as  the  Notes
issued  on  the date hereof in all respects (except for the payment of  interest
accruing  prior  to  the  issue date of such additional  Notes),  so  that  such
additional Notes shall be consolidated and form a single series with  the  Notes
issued on the date hereof and shall be governed by the terms of the Indenture.

     Section 2.02.  Maturity.

     The principal amount of the Notes shall be payable on May 15, 2014.

     Section 2.03.  No Optional Redemption.

     The  Notes issued under this Supplemental Indenture shall not be redeemable
at the election of the Company prior to their Stated Maturity.

     Section 2.04.  Defeasance.

     The Notes issued under this Supplemental Indenture shall not be subject  to
Article XIII of the Base Indenture.

     Section 2.05.  Form and Payment.

     The  Notes  shall be issued as global notes, in fully registered book-entry
form without coupons in denominations of $2,000 and integral multiples of $1,000
in excess thereof.

     Principal,  premium, if any, and/or interest, if any, on the  global  notes
representing  the Notes shall be made to The Depository Trust  Company,  or  DTC
(the "Depositary").

     The  global  notes representing the Notes shall be deposited  with,  or  on
behalf  of,  the  Depositary and shall be registered,  at  the  request  of  the
Depositary, in the name of Cede & Co.  No global note may be transferred  except
as  a  whole by a nominee of the Depositary to another nominee of the Depositary
or to a successor of the Depositary or a nominee of such successor.

     The  Trustee shall act as Paying Agent for the Notes (the "Paying  Agent").
The Company may choose to pay interest by mailing checks or making wire or other
electronic  funds transfers. All money paid by the Company to any  Paying  Agent
that  remains  unclaimed at the end of two years after  the  amount  is  due  to
Holders shall be repaid to the Company. After such two-year period, Holders  may
look  only  to the Company for payment and not to the Trustee, any other  Paying
Agent  or  anyone  else.   The Company may also arrange for  additional  payment
offices,  and  may  cancel or change these offices, including  any  use  of  the
Trustee's corporate trust office. The Company may appoint and change the  Paying
Agent without prior notice to the Holders.

     Section 2.06.  Interest.

     (a)  Interest on the Notes shall accrue at the rate of 4.00% per annum from
and  including the date specified on the face of such Notes until the  principal
thereof  is paid, deemed paid, or made available for payment.  Interest  on  the
Notes  shall  be  payable semiannually in arrears on May  15  and  November  15,
commencing on November 15, 2009 (each an "Interest Payment Date").  Interest  on
the  Notes shall be computed on the basis of a 360-day year comprised of  twelve
30-day months. If any Interest Payment Date (other than an Interest Payment Date
coinciding with the Stated Maturity or earlier required repurchase date  upon  a
Fundamental  Change) of a Note falls on a day that is not a Business  Day,  such
Interest Payment Date shall be postponed to the next succeeding Business Day and
no  interest  on  such  payment shall accrue for the period  from  the  Interest
Payment Date to the next succeeding Business Day.  If the Stated Maturity  falls
on  a  day  that  is not a Business Day, any required payments of  interest  and
principal  shall be made on the next succeeding Business Day and no interest  on
such  payment shall accrue for the period from and after the Stated Maturity  to
such  next succeeding Business Day.  If a Fundamental Change Purchase Date falls
on  a  day  that  is  not a Business Day, the Company shall purchase  the  Notes
tendered  for  purchase on the next succeeding Business Day and no  interest  or
Additional Interest on such Notes shall accrue for the period from and after the
earlier Fundamental Change Purchase Date to such next succeeding Business Day.

     (b)  A  Holder  of  any Notes after 5:00 p.m., New York City  time,  on  a
Regular  Record  Date  shall  be  entitled to receive  interest  (including  any
Additional Interest), on such Notes on the corresponding Interest Payment  Date.
Holders  of  Notes  at 5:00 p.m., New York City time, on a Regular  Record  Date
shall receive payment of interest (including any Additional Interest) payable on
the  corresponding Interest Payment Date notwithstanding the conversion of  such
Notes  at  any  time after 5:00 p.m., New York City time on such Regular  Record
Date.  Notes surrendered for conversion during the period after 5:00  p.m.,  New
York City time, on any Regular Record Date to 9:00 a.m., New York City time,  on
the  corresponding Interest Payment Date must be accompanied by  payment  of  an
amount equal to the interest (including any Additional Interest) that the Holder
is  to receive on the Notes on such Interest Payment Date; provided that no such
payment  need  be  made (i) for conversions following the  Regular  Record  Date
immediately  preceding  Stated Maturity; (ii) if the  Company  has  specified  a
Fundamental Change Purchase Date that is after a Regular Record Date and  on  or
prior  to the corresponding Interest Payment Date or (iii) to the extent of  any
overdue  interest (including any overdue Additional Interest),  if  any  overdue
interest  exists  at  the time of conversion with respect  to  such  Note.   The
Company's  delivery to the Holder of the shares of Common Stock,  together  with
any  cash  payment for any fractional shares into which a Note  is  convertible,
shall  be  deemed to satisfy in full the Company's obligation  to  pay  (i)  the
principal amount of the Note and (ii) accrued and unpaid interest and Additional
Interest, if any, to, but not including, the Conversion Date.

                                  ARTICLE THREE

                              ADDITIONAL COVENANTS

     SECTION 3.01.  Limitation on Liens.

     The  Company  shall not Incur, and shall not permit any of its Subsidiaries
to  Incur,  any Indebtedness for borrowed money secured by a mortgage,  security
interest,  pledge,  lien,  charge  or other similar  encumbrance  (collectively,
"Liens")  upon  (a)  any  Principal Property of the  Company  or  any  Principal
Property of a Subsidiary or (b) any shares of stock or other equity interests or
Indebtedness  of  any  Subsidiary that owns a Principal Property  (whether  such
Principal Property, shares of stock or other equity interests or Indebtedness is
now  existing  or owned or hereafter created or acquired), in each case,  unless
prior  to  or at the same time, the Notes (together with, at the option  of  the
Company, any other Indebtedness of the Company or any Subsidiary ranking equally
in  right of payment with the Notes) are equally and ratably secured with or, at
the option of the Company, prior to, such Indebtedness.

     Any  Lien  created  for the benefit of Holders pursuant  to  the  preceding
sentence  shall  provide by its terms that such Lien shall be automatically  and
unconditionally released and discharged upon the release and discharge  of  such
Lien.

     The  foregoing restriction does not apply, with respect to any  Person,  to
any of the following:

      (i) leases to which such Person is a party, or deposits to secure  public
          or  statutory obligations of such Person or deposits of cash or United
          States government bonds to secure surety or appeal bonds to which such
          Person  is  a  party, or deposits as security for contested  taxes  or
          import duties or for the payment of rent, in each case Incurred in the
          ordinary course of business;

     (ii) Liens imposed by law, such as carriers', warehousemen's and mechanics'
          liens,  in each case for sums not yet overdue by more than 30 days  or
          being  contested  in  good faith by appropriate proceedings  or  other
          Liens  arising  out of judgments or awards against  such  Person  with
          respect  to which such Person shall then be proceeding with an  appeal
          or  other proceedings for review and Liens arising solely by virtue of
          any  statutory  or  common law provision relating to  banker's  Liens,
          rights  of  set-off  or  similar rights and  remedies  as  to  deposit
          accounts   or  other  funds  maintained  with  a  creditor  depository
          institution; provided, however, that (A) such deposit account is not a
          dedicated  cash collateral account and is not subject to  restrictions
          against  access  by  the  Company in excess  of  those  set  forth  by
          regulations  promulgated by the Federal Reserve  Board  and  (B)  such
          deposit  account is not intended by the Company to provide  collateral
          to the Depositary;

    (iii) Liens  for property taxes not yet subject to penalties for  non-
          payment  or  which  are being contested in good faith  by  appropriate
          proceedings;

     (iv) minor survey exceptions, minor encumbrances, easements or reservations
          of, or rights of others for, licenses, rights-of-way, sewers, electric
          lines,  telegraph and telephone lines and other similar  purposes,  or
          zoning  or other restrictions as to the use of real property or  Liens
          incidental  to the conduct of the business of such Person  or  to  the
          ownership of its properties which were not Incurred in connection with
          Indebtedness  and  which do not in the aggregate materially  adversely
          affect the value of said properties or materially impair their use  in
          the operation of the business of such Person;

      (v) Liens  securing  Indebtedness Incurred to  finance  the  construction,
          purchase  or  lease  of,  or repairs, improvements  or  additions  to,
          property,  plant or equipment of such Person; provided, however,  that
          the Lien may not extend to any other property owned by such Person  at
          the  time the Lien is Incurred (other than assets and property affixed
          or appurtenant thereto), and the Indebtedness (other than any interest
          thereon)  secured by the Lien may not be Incurred more than  180  days
          after  the  later  of  the  acquisition, completion  of  construction,
          repair, improvement, addition or commencement of full operation of the
          property subject to the Lien;

     (vi) Liens existing on the issue date of the Notes;

    (vii) Liens on property or shares of capital stock of another Person at
          the  time  such  other  Person becomes a Subsidiary  of  such  Person;
          provided, however, that the Liens may not extend to any other property
          owned  by  such  Person  (other than assets and  property  affixed  or
          appurtenant thereto);

   (viii) Liens  securing  industrial revenue or pollution  control  bonds
          issued for the benefit of the Company;

     (ix) Liens  on  property at the time such Person or any of its Subsidiaries
          acquires the property, including any acquisition by means of a  merger
          or  consolidation  with or into such Person or a  Subsidiary  of  such
          Person; provided, however, that the Liens may not extend to any  other
          property owned by such Person (other than assets and property  affixed
          or appurtenant thereto);

      (x) Liens  securing Indebtedness or other obligations of a  Subsidiary  of
          such  Person owing to such Person or a wholly-owned Subsidiary of such
          Person;

     (xi) Liens  to  secure  any Refinancing (or successive Refinancings)  as  a
          whole, or in part, of any Indebtedness secured by any Lien referred to
          in  the  foregoing clauses (v), (vi), (vii), (viii) or (ix); provided,
          however,  that: (a) such new Lien shall be limited to all or  part  of
          the  same  property  and  assets that secured or,  under  the  written
          agreements pursuant to which the original Lien arose, could secure the
          original  Lien (plus improvements and accessions to, such property  or
          proceeds  or distributions thereof); and (b) the Indebtedness  secured
          by  such Lien at such time is not increased to any amount greater than
          the  sum  of  (x)  the outstanding principal amount  or,  if  greater,
          committed  amount of the Indebtedness under clauses (v), (vi),  (vii),
          (viii)  or  (ix) at the time the original Lien became a Lien permitted
          under  the Indenture and (y) an amount necessary to pay any  fees  and
          expenses,  including premiums, related to such Refinancing, refunding,
          extension, renewal or replacement; and

    (xii) Liens  on  assets  subject to a sale and  leaseback  transaction
          securing  Attributable  Debt  permitted to  be  Incurred  pursuant  to
          Section 3.02.

     Notwithstanding   the   foregoing  restrictions,  the   Company   and   its
Subsidiaries  shall be permitted to Incur Indebtedness secured by a  Lien  which
would  otherwise  be subject to the foregoing restrictions without  equally  and
ratably  securing the Notes, if any, provided that after giving effect  to  such
Indebtedness,  the aggregate amount of all Indebtedness secured  by  Liens  (not
including Liens permitted under clauses (i) through (xii) above), together  with
all  Attributable Debt outstanding pursuant to the second paragraph  of  Section
3.02, does not exceed 15% of the Consolidated Net Tangible Assets of the Company
calculated as of the date of the creation or incurrence of the Lien. The Company
and  its Subsidiaries also may, without equally and ratably securing the  Notes,
create  or  Incur  Liens  that extend, renew, substitute or  replace  (including
successive extensions, renewals, substitutions or replacements), in whole or  in
part, any Lien permitted pursuant to the preceding sentence.

     Section 3.02.  Limitation on Sale and Leaseback Transactions.

     The  Company shall not directly or indirectly, and shall not permit any  of
its  Subsidiaries that own a Principal Property directly or indirectly to, enter
into  any  sale and leaseback transaction for the sale and leasing back  of  any
Principal Property, whether now owned or hereafter acquired, unless:

      (i) such transaction was entered into prior to the date of issuance of the
          Notes (other than any additional Notes);

     (ii) such transaction was for the sale and leasing back to the Company
          or  one  of its Subsidiaries of any property by the Company or one  of
          its Subsidiaries;

    (iii) such  transaction involves a lease for not more than three years
          (or  which may be terminated by the Company or its Subsidiaries within
          a period of not more than three years),

     (iv) the  Company would be entitled to Incur Indebtedness secured by a Lien
          with  respect  to such sale and leaseback transaction without  equally
          and  ratably  securing  the Notes pursuant to the  last  paragraph  of
          Section 3.01; or

      (v) the  Company applies an amount equal to the net proceeds from the sale
          of  such property to the purchase of other property or assets used  or
          useful  in its business or to the retirement of long-term Indebtedness
          within  365 days before or after the effective date of any  such  sale
          and  leaseback  transaction; provided that in lieu  of  applying  such
          amount  to  the retirement of long-term Indebtedness, the Company  may
          deliver  Notes  of  both series to the Trustee for cancellation,  such
          Notes to be credited at the cost thereof to it.

     Notwithstanding the restrictions set forth in the preceding paragraph,  the
Company  and  its Subsidiaries may enter into any sale and leaseback transaction
which  would otherwise be subject to the foregoing restrictions, if after giving
effect  thereto  the aggregate amount of all Attributable Debt with  respect  to
such  transactions, together with all Indebtedness outstanding pursuant  to  the
last  paragraph  of  Section 3.01, does not exceed 15% of the  Consolidated  Net
Tangible Assets of the Company calculated as of the closing date of the sale and
leaseback transaction.

                                  ARTICLE FOUR

                   PURCHASE OF NOTES AT THE OPTION OF HOLDERS
                            UPON A FUNDAMENTAL CHANGE

     SECTION  4.01.  Purchase of Notes at the Option of  Holders  Upon  a
          Fundamental Change.

     (a)  Purchase  of  Notes  at the Option of the Holder.   If  a  Fundamental
Change  occurs  at any time, each Holder shall have the right, at such  Holder's
option, to require the Company to purchase any or all of the Holder's Notes,  or
any  portion  of  the principal amount thereof, that is equal to  $1,000  or  an
integral  multiple thereof at a purchase price equal to 100%  of  the  principal
amount  of the Notes to be purchased plus accrued and unpaid interest, including
Additional  Interest, if any, to but excluding the Fundamental  Change  Purchase
Date (the "Fundamental Change Purchase Price"); provided that if the Fundamental
Change  Purchase Date occurs after a Regular Record Date and on or prior to  the
corresponding  Interest Payment Date, the Company shall pay accrued  and  unpaid
interest  plus  Additional  Interest, if any, to but excluding  the  Fundamental
Change  Purchase  Date  to  the  record  Holder  on  the  Regular  Record   Date
corresponding to such Interest Payment Date and the Fundamental Change  Purchase
Price  payable to the Holder who presents the Note for repurchase shall be  100%
of the principal amount of such Note. The Fundamental Change Purchase Date shall
be  a  Business  Day  specified by the Company that is no later  than  the  35th
calendar  day  following the date of the Company Notice delivered in  connection
with  such  Fundamental Change pursuant to Section 4.01(b) (subject to extension
to comply with applicable law, as provided in Section 4.02(d)) (the "Fundamental
Change Purchase Date"). Any Notes purchased by the Company shall be paid for  in
cash.

     (b)  Notice of Fundamental Change.  The Company shall deliver, or cause  to
be  delivered  in  accordance with the last paragraph of this  Section  4.01(b),
notices  of  the  occurrence of a Fundamental Change and of the purchase  rights
arising  as a result thereof (each, a "Company Notice") to the Holders at  their
addresses  shown in the Security Register maintained by the Security  Registrar,
and  to  the  Trustee and the Paying Agent, on or before the 20th  calendar  day
after  the  occurrence of the Fundamental Change (each such date of delivery,  a
"Company  Notice Date"). Each Company Notice shall include a form of Fundamental
Change Purchase Notice to be completed by a Holder and shall state:

           (i) the events causing the Fundamental Change;

          (ii) the date of the Fundamental Change;

         (iii) the last date on which a Holder may exercise its repurchase
               rights under Section 4.01;

          (iv) the Fundamental Change Purchase Price;

           (v) the Fundamental Change Purchase Date;

          (vi) the  name  and  address of the Paying Agent  and  the  Conversion
               Agent, if applicable;

         (vii) if  applicable,  the  applicable Conversion  Rate  and,  if
               applicable, any adjustments to the applicable Conversion Rate  as
               a result of such Fundamental Change;

        (viii) if  applicable,  that the Notes with  respect  to  which  a
               Fundamental Change Purchase Notice has been delivered by a Holder
               may  be  converted only if the Holder withdraws  the  Fundamental
               Change  Purchase  Notice in accordance with  the  terms  of  this
               Supplemental Indenture; and

          (ix) the procedures that Holders must follow to require the Company to
               purchase its Notes pursuant to Section 4.01.

     Simultaneously  with  providing  such Company  Notice,  the  Company  shall
publish  a  notice  containing  the information in  such  Company  Notice  in  a
newspaper  of  general  circulation in The City of  New  York  or  publish  such
information on its then existing website or through such other public medium  as
it may use at that time.

     (c)  Exercise of Option.  For a Note to be so  purchased at the  option  of
the  Holder,  the Holder must deliver, on or before the Business Day immediately
preceding  the Fundamental Change Purchase Date, subject to extension to  comply
with  applicable  law,  the Notes to be purchased, duly endorsed  for  transfer,
together with a written purchase notice (a "Fundamental Change Purchase Notice")
in the form entitled "Form of Fundamental Change Purchase Notice" on the reverse
side  of  the Notes duly completed, to the Paying Agent. The Fundamental  Change
Purchase Notice shall state:

           (i) if  the  Notes are certificated, the certificate numbers  of  the
               Holder's Notes to be delivered for purchase;

          (ii) the  portion of the principal amount of the Holder's Notes to  be
               purchased,  which portion must be $1,000 or an integral  multiple
               thereof; and

         (iii) that  the  Holder's  Notes shall be  purchased  as  of  the
               Fundamental   Change   Purchase  Date  pursuant   to   applicable
               provisions of the Notes and this Supplemental Indenture.

     (d)  Procedures.    The  Company  shall  purchase  from  a  Holder  on  the
Fundamental Change Purchase Date, subject to extension to comply with applicable
law,  pursuant to this Section 4.01, Notes if the principal amount of such Notes
is $1,000 or an integral multiple thereof if so requested by such Holder.

     Any purchase by the Company contemplated pursuant to the provisions of this
Section  4.01  shall  be consummated by the delivery of the  Fundamental  Change
Purchase Price, to be received by the Holder, to the Paying Agent as provided in
Section  4.02(a),  promptly following the later of (i)  the  Fundamental  Change
Purchase  Date,  (ii) the time of book-entry transfer or (iii) delivery  of  the
Notes.

      The  Company shall require each Paying Agent (other than the  Trustee)  to
agree  in  writing that the Paying Agent shall hold in trust for the benefit  of
Holders or the Trustee all cash held by the Paying Agent for the payment of  the
Fundamental Change Purchase Price and shall notify the Trustee of any Default by
the  Company in making any such payment. If the Company or an Affiliate  of  the
Company  acts as Paying Agent, it shall segregate the cash held by it as  Paying
Agent  and hold it as a separate trust fund. The Company at any time may require
a  Paying Agent to deliver all cash held by it to the Trustee and to account for
any  funds disbursed by the Paying Agent. Upon doing so, the Paying Agent  shall
have no further liability for the cash delivered to the Trustee.

     Section 4.02.  Further Conditions and Procedures for Purchase at the Option
of the Holder Upon a Fundamental Change.

      (a)  Effect  of Fundamental Change Purchase Notice; Withdrawal; Effect  of
Event  of  Default.   Upon  receipt by the Company  of  the  Fundamental  Change
Purchase  Notice  specified in, and the Notes to be purchased  as  provided  in,
Section  4.01(c),  the Holder of the Notes in respect of which such  Fundamental
Change  Purchase Notice was given shall (unless such Fundamental Change Purchase
Notice is withdrawn as specified in this Section 4.02(a)) thereafter be entitled
to  receive  solely the Fundamental Change Purchase Price with respect  to  such
Notes. Such Fundamental Change Purchase Price shall be paid by the Paying Agent,
solely  from  funds received from the Company for such purpose, to  such  Holder
promptly  following the later of (x) the Fundamental Change Purchase  Date  with
respect  to such Notes (provided the conditions in this Article Four  have  been
satisfied) and (y) the time of delivery or book-entry transfer of such Notes  to
the  Paying Agent by the Holder thereof in the manner required by Section  4.01.
Notes in respect of which a Fundamental Change Purchase Notice has been given by
the Holder thereof may not be converted on or after the date of the delivery  of
such  Fundamental Change Purchase Notice unless such Fundamental Change Purchase
Notice  has  first been validly withdrawn as specified in this Section  4.02(a).
Notwithstanding  anything herein to the contrary, any Holder delivering  to  the
Paying  Agent  the  Fundamental Change Purchase Notice contemplated  by  Section
4.01(c), shall have the right at any time prior to the close of business on  the
Business  Day  prior to the Fundamental Change Purchase Date  to  withdraw  such
Fundamental  Change  Purchase Notice (in whole or in  part)  by  delivery  of  a
written notice of withdrawal to the Paying Agent in accordance with this Section
4.02(a).

      The Paying Agent shall promptly notify the Company of the receipt by it of
any Fundamental Change Purchase Notice or written notice of withdrawal thereof.

      On  or  before  11:00 a.m. (New York City time) on the Fundamental  Change
Purchase  Date,  the  Company shall deposit with the Paying  Agent  (or  if  the
Company  or  an  Affiliate of the Company is acting as the Paying  Agent,  shall
segregate  and  hold in trust) cash sufficient to pay the aggregate  Fundamental
Change Purchase Price of the Notes to be purchased pursuant to Section 4.01.  If
the  Paying  Agent  holds,  in accordance with the terms  of  this  Supplemental
Indenture, cash sufficient to pay the Fundamental Change Purchase Price of  such
Notes  on  the  second Business Day after the Fundamental Change Purchase  Date,
then  (i)  the Notes tendered for purchase and not withdrawn shall cease  to  be
outstanding, and interest, including Additional Interest, if any, shall cease to
accrue  (whether or not book-entry transfer of such Notes is made or whether  or
not  the  Note  is  delivered  to the Paying Agent) on  the  Fundamental  Change
Purchase  Date; and (ii) all other rights of the Holders with respect  to  Notes
tendered  for  purchase shall terminate (other than the  right  to  receive  the
Fundamental  Change  Purchase Price upon delivery or  transfer  of  the  Notes).
Nothing herein shall preclude any withholding of tax required by law.

     A Fundamental Change Purchase Notice may be withdrawn, in whole or in part,
by means of a written notice of withdrawal delivered to the office of the Paying
Agent  prior  to  the  close  of  business on the  Business  Day  prior  to  the
Fundamental Change Purchase Date. The notice of withdrawal shall state:

           (i) the principal amount of the withdrawn Notes;

          (ii) if  certificated Notes have been issued, the certificate  numbers
               of  the withdrawn Notes, or if not certificated, the notice  must
               comply   with  appropriate  DTC,  Clearstream  and/or   Euroclear
               procedures; and

         (iii) the principal amount, if any, which remains subject to  the
               Fundamental Change Purchase Notice.

      If  the Notes are certificated, the Paying Agent shall promptly return  to
the  respective  Holders thereof any Notes with respect to which  a  Fundamental
Change Purchase Notice has been withdrawn in compliance with this Indenture.

     (b)  Notes Purchased in Part.   Any Notes that are to be purchased only  in
part  shall  be  surrendered at the office of the Paying  Agent  (with,  if  the
Company  or the Trustee so requires, due endorsement by, or a written instrument
of  transfer  in form satisfactory to the Company and the Trustee duly  executed
by, the Holder thereof or such Holder's attorney duly authorized in writing) and
the  Company  shall  execute and the Trustee or the Authenticating  Agent  shall
authenticate and deliver to the Holder of such Notes, without service charge,  a
new Note or Notes, of any authorized denomination as requested by such Holder in
aggregate  principal amount equal to, and in exchange for, the  portion  of  the
principal amount of the Notes so surrendered which is not purchased.

     (c)  Compliance with Securities Laws Upon Purchase of Notes.  In connection
with  any  offer  to  purchase, or purchase of, Notes under  Section  4.01,  the
Company  shall, to the extent applicable, (a) comply with Rules 13e-4 and  14e-1
(and  any  successor provisions thereto) under the Exchange Act, if  applicable;
(b)  file  the related Schedule TO (or any successor schedule, form  or  report)
under  the  Exchange  Act,  if applicable; and (c)  otherwise  comply  with  all
applicable  federal and state securities laws. To the extent that the provisions
of  any  securities  laws or regulations conflict with the  provisions  of  this
Supplemental  Indenture  as described in this Article Four,  compliance  by  the
Company with such laws and regulations shall not in and of itself cause a breach
of the Company's obligations described in this Article Four.

     (d)  Repayment  to the Company.  The  Trustee and  the Paying  Agent  shall
return to the Company any cash or property that remains unclaimed at the end  of
two  years after the amount is due to Holders, together with interest  that  the
Trustee or Paying Agent, as the case may be, has expressly agreed in writing  to
pay,  if  any,  that  is  held by them for the payment of a  Fundamental  Change
Purchase Price; provided, however, that to the extent that the aggregate  amount
of  cash  or  property deposited by the Company pursuant to Section 4.02(b),  as
applicable, exceeds the aggregate Fundamental Change Purchase Price of the Notes
or  portions  thereof  which the Company is obligated  to  purchase  as  of  the
Fundamental Change Purchase Date, then promptly on and after the second Business
Day  following the Fundamental Change Purchase Date, the Trustee and the  Paying
Agent  shall  return any such excess to the Company together with interest  that
the Trustee or Paying Agent, as the case may be, has expressly agreed in writing
to pay, if any.

     (e)  Officers' Certificate.   At  least three Business Days (or such lesser
period  as agreed to by the Trustee) before the Company Notice Date, the Company
shall  deliver  an Officers' Certificate to the Trustee specifying  whether  the
Company  desires  the  Trustee to give the Company Notice  required  by  Section
4.02(a) hereof.

                                  ARTICLE FIVE

                                   CONVERSION

     Section 5.01.  Conversion of Notes.

     Right  to  Convert.  Subject to the procedures for conversion set forth  in
this  Article Five and at any time prior to the close of business on the  second
Scheduled  Trading Day preceding the Stated Maturity of the Notes, a Holder  may
convert  its  Notes  at  their full principal amount, or any  portion  of  their
principal  amount that is equal to $1,000 or an integral multiple  thereof.   No
payment  or  adjustment shall be made for dividends on, or  other  distributions
with  respect to, any Common Stock, except as expressly provided in this Article
Five.

     (a)  Conversion  Procedures.   The  following  procedures  shall apply  to
          convert Notes:

           (i) in  respect  of  a  beneficial  interest  in  a  global  note,  a
               Beneficial  Owner  must  comply with the procedures  of  DTC  for
               converting  a  beneficial  interest in  a  global  note  and,  if
               required pursuant to Section 2.06(b), pay funds equal to interest
               payable  on  the  next  Interest  Payment  Date  to  which   such
               Beneficial Owner is not entitled, and if required, pay all  taxes
               or duties, if any; and

          (ii) in  respect of a certificated Note, the Holder must (A)  complete
               and  manually sign the conversion notice on the back of the note,
               or  a  facsimile  of  the  conversion notice;  (B)  deliver  such
               conversion  notice, which is irrevocable, and  the  Note  to  the
               Conversion  Agent;  (C)  furnish  appropriate  endorsements   and
               transfer  documents as may be required by the  Conversion  Agent;
               (D) if required pursuant to Section 5.02(c), pay all transfer  or
               similar  taxes; and (E) if required pursuant to Section  2.06(b),
               pay  funds equal to interest payable on the next interest payment
               date to which such Holder is not entitled.

     The  date  a  Holder  complies  with  the  foregoing  requirements  is  the
"Conversion Date" hereunder. At the Conversion Date the rights of the Holders of
such  converted Notes as Holders shall cease, and the Person or Persons entitled
to  receive the shares of Common Stock issuable upon conversion shall be treated
for  all  purposes as the record holder or holders of such Common Stock  as  and
after  such  time. The Company shall issue and shall deliver at such  office  or
agency  a  certificate or certificates for the number of full shares  of  Common
Stock  issuable upon conversion, together with payment in cash in  lieu  of  any
fractional  shares,  as provided in Section 5.01(b), by the third  Business  Day
immediately following the Conversion Date (the "Settlement Date"). A Holder  may
convert  a portion of its Notes only if the principal amount of such portion  is
$1,000 or an integral multiple thereof.

     In  the  case  of  any  Note  that is converted in  part  only,  upon  such
conversion  the  Company  shall execute and the Trustee shall  authenticate  and
deliver  to  the Holder thereof, at the expense of the Company, a  new  Note  or
Notes  of  authorized denominations in aggregate principal amount equal  to  the
unconverted portion of the principal amount of such Note.

     If  a Holder has already delivered a Fundamental Change Purchase Notice  in
connection with a Fundamental Change, with respect to a Note, the Holder may not
surrender  that Note for conversion until the Holder has validly  withdrawn  the
Fundamental   Change  Purchase  Notice  in  accordance  with  this  Supplemental
Indenture.

     If  more  than one Note shall be surrendered for conversion at one time  by
the  same  Holder,  the  number of full shares of  Common  Stock  issuable  upon
conversion  thereof  shall be computed on the basis of the  aggregate  principal
amount of the Notes (or specified portions thereof) so surrendered.

     (b)  Cash  Payments in  Lieu of Fractional Shares.  The  Company shall  not
issue  fractional shares of Common Stock upon conversion of Notes.  Instead  the
Company  shall  deliver  cash,  rounded to the  nearest  whole  cent,  for  such
fractional shares based on the Last Reported Sale Price of the Common  Stock  on
the applicable Conversion Date.

     (c)  Taxes on Conversion.  If  a  Holder converts Notes, the Company  shall
pay  any documentary, stamp or similar issue or transfer tax due on the issuance
of  shares  of Common Stock upon such conversion; provided, however, the  Holder
shall  pay  any such tax which is due because the Holder requests the shares  of
Common Stock to be issued in a name other than the Holder's name. The Conversion
Agent  may refuse to deliver the certificates representing the shares of  Common
Stock  being issued in a name other than the Holder's name until the  Conversion
Agent  receives a sum sufficient to pay any tax which shall be due  because  the
shares  are  to  be  issued  in a name other than the  Holder's  name,  but  the
Conversion Agent shall have no duty to determine if any such tax is due. Nothing
herein shall preclude any withholding of tax required by law.

     (d)  Certain Covenants of the Company.

           (i) The  Company shall, prior to issuance of any Notes hereunder, and
               from  time  to  time  as may be necessary,  reserve  out  of  its
               authorized  but unissued Common Stock or shares of  Common  Stock
               held  in  treasury, sufficient number of shares of Common  Stock,
               free of preemptive rights, to permit the conversion of the Notes,
               calculated  assuming the maximum number of Additional Shares  are
               issuable upon conversion of the Notes pursuant to Section 5.04.

          (ii) All shares of Common Stock delivered upon conversion of the Notes
               shall  be newly issued shares or treasury shares, shall  be  duly
               and validly issued and fully paid and nonassessable and shall  be
               free  from  preemptive rights and free of  any  lien  or  adverse
               claim.

         (iii) The  Company  shall endeavor to comply  promptly  with  all
               applicable  federal  and  state securities  laws  regulating  the
               issuance  and  delivery  of  shares  of  Common  Stock  upon  the
               conversion of Notes.

          (iv) Before   taking  any  action  that  would  cause  an   adjustment
               increasing the Conversion Rate to an amount that would cause  the
               Conversion Price to be reduced below the then par value per share
               of  the  Common  Stock,  if any, of the shares  of  Common  Stock
               issuable upon conversion of the Notes, the Company shall take all
               corporate  action which may, in the opinion of  its  counsel,  be
               necessary in order that the Company may validly and legally issue
               shares of such Common Stock at such adjusted Conversion Rate.

     Section 5.02.  Adjustments to Conversion Rate.  The Conversion Rate shall
be adjusted from time to time by the Company as described below, except that the
Company shall not make any adjustments to the Conversion Rate if Holders of  the
Notes  participate (as a result of holding the Notes, and at the  same  time  as
holders of the Common Stock participate) in any of the transactions described in
this Section 5.02 as if such Holders of the Notes held a number of shares of the
Common  Stock  equal  to  the  applicable Conversion  Rate,  multiplied  by  the
principal amount (expressed in thousands) of Notes held by such Holders, without
having to convert their Notes.

     (a)  If  the  Company  issues shares  of  Common Stock  as  a  dividend  or
distribution on shares of Common Stock, or if the Company effects a share  split
or  share  combination,  the Conversion Rate shall  be  adjusted  based  on  the
following formula:

                                     OS1
                        CR1 = CR0 x  ---
                                     OS0
where,

CR0 = the conversion rate in effect immediately prior to the ex-dividend date
      of such dividend or distribution or the Effective Date of such share
      split or combination, as applicable

CR1 = the conversion rate in effect immediately after such ex-dividend date or
      Effective Date, as applicable

OS0 = the number of shares of Common Stock outstanding immediately prior to
      such ex-dividend date or Effective Date, as applicable

OS1 = the number of shares of Common Stock outstanding immediately prior to
      such ex-dividend date or Effective Date, as applicable, after giving pro
      forma effect to such dividend, distribution, share split or share
      combination

      Such  adjustment shall become effective immediately after 9:00  a.m.,  New
York  City time, on the Business Day following the Record Date for such dividend
or  distribution, or the date fixed for determination for such  share  split  or
share  combination.  The  Company  shall  not  pay  any  dividend  or  make  any
distribution on shares of Common Stock held in treasury by the Company.  If  any
dividend  or  distribution  of the type described in  this  Section  5.02(a)  is
declared but not so paid or made, the Conversion Rate shall again be adjusted to
the  Conversion  Rate  that  would  then  be  in  effect  if  such  dividend  or
distribution had not been declared.

     (b)  If the Company distributes to holders of all or substantially all the
Common Stock any rights or warrants entitling them for a period of not more than
45  calendar days to subscribe for or purchase shares of Common Stock at a price
per  share less than the average of the Last Reported Sale Prices of the  Common
Stock  for  the  10  consecutive Trading-Day period ending on  the  Trading  Day
immediately  preceding  the  date  of announcement  of  such  distribution,  the
Conversion Rate shall be adjusted based on the following formula:

                                           OS0 + X
                               CR1 = CR0 x -------
                                           OS0 + Y
where,

CR0 = the Conversion Rate in effect immediately prior the ex-dividend date for
      such distribution

CR1 = the Conversion Rate in effect immediately after such ex-dividend date

OS0 = the number of shares of Common Stock outstanding immediately after such
      ex-dividend date

X =   the total number of shares of Common Stock issuable pursuant to such
      rights or warrants

Y =   the number of shares of Common Stock equal to the aggregate price payable
      to exercise such rights or warrants divided by the average of the Last
      Reported Sale Prices of Common Stock over the 10 consecutive Trading-Day
      period ending on the Trading Day immediately preceding the date of
      announcement of the distribution of such rights or warrants

     Such  adjustment  shall be successively made whenever any  such  rights  or
warrants are issued and shall become effective immediately after 9:00 a.m.,  New
York  City  time,  on  the  Business  Day following  the  date  fixed  for  such
determination. The Company shall not issue any such rights, options or  warrants
in  respect  of shares of Common Stock held in treasury by the Company.  To  the
extent  that  shares of Common Stock are not delivered after the  expiration  of
such  rights or warrants, or such rights or warrants are not exercised prior  to
their expiration, the Conversion Rate shall be readjusted to the Conversion Rate
that  would then be in effect had the adjustments made upon the issuance of such
rights  or  warrants been made on the basis of delivery of only  the  number  of
shares of Common Stock actually delivered. If such rights or warrants are not so
issued,  the  Conversion Rate shall again be adjusted to be the Conversion  Rate
that  would  then  be  in  effect if such date fixed for  the  determination  of
stockholders entitled to receive such rights or warrants had not been fixed.

     In  determining  whether  any rights or warrants  entitle  the  Holders  to
subscribe for or purchase shares of Common Stock at less than such Last Reported
Sale  Price, and in determining the aggregate offering price of such  shares  of
Common  Stock, there shall be taken into account any consideration  received  by
the  Company  for such rights or warrants and any amount payable on exercise  or
conversion thereof, the value of such consideration, if other than cash,  to  be
determined by the Company's Board of Directors.

     (c)  If  the Company distributes shares of its capital stock, evidences  of
its Indebtedness or other assets or property of the Company to holders of all or
substantially all the Common Stock, excluding:

           (i) dividends or distributions and rights or warrants referred to  in
               Section 5.02(a) or (b) above;

          (ii) dividends or distributions paid exclusively in cash; and

         (iii) as described below in this Section 5.02(c) with respect  to
               Spin-Offs,

     then the Conversion Rate shall be adjusted based on the following formula:

                                    SP0
                     CR1 = CR0 x ---------
                                 SP0 - FMV

where,

CR0 =  the  Conversion Rate in effect immediately prior to the ex-dividend date
       for such distribution

CR1 =  the Conversion Rate in effect immediately after such ex-dividend date


SP0 =  the  average of the Last Reported Sale Prices of Common Stock  over  the
       10  consecutive Trading-Day period ending on the Trading Day immediately
       preceding the ex-dividend date for such distribution

FMV =  the  Fair  Market  Value  (as  determined  by  the  Company's  Board  of
       Directors)  of  the shares of capital stock, evidences of  Indebtedness,
       assets  or  property distributed with respect to each outstanding  share
       of Common Stock on the record date for such distribution

     Such adjustment shall become effective immediately prior to 9:00 a.m.,  New
York  City  time,  on  the  Business  Day  following  the  date  fixed  for  the
determination  of  stockholders  entitled to  receive  such  distribution.  With
respect  to  an adjustment pursuant to this clause (c) where there  has  been  a
payment  of  a dividend or other distribution on the Common Stock in  shares  of
capital stock of any class or series, or similar equity interest, of or relating
to  a  Subsidiary or other business unit (a "Spin-Off"), the Conversion Rate  in
effect immediately prior to 5:00 p.m., New York City time, on the Effective Date
of such Spin-Off shall be increased based on the following formula:

                                FMV0 + MP0
                    CR1 = CR0 x ----------
                                    MP0


where,

CR0 =   the  Conversion Rate in effect immediately prior to 5:00 p.m., New York
        City time, on the Effective Date of the Spin-Off

CR1 =   the  Conversion Rate in effect immediately after the Effective Date  of
        the Spin-Off

FMV0 =  the  average of the Last Reported Sale Prices of the capital  stock  or
        similar  equity  interest  distributed  to  holders  of  Common   Stock
        applicable  to one share of Common Stock over the first 10  consecutive
        Trading-Day period from, and including, the Effective Date of the Spin-
        Off

MP0 =   the  average of the Last Reported Sale Prices of Common Stock over  the
        first  10  consecutive  Trading-Day period  from,  and  including,  the
        Effective Date of the Spin-Off

     Such  adjustment shall occur on the tenth Trading Day from, and  including,
the  Effective Date of the Spin-Off and shall be applied on a retroactive  basis
from, and including, the Effective Date of the Spin-Off.

     (d)(i)     If any regular, quarterly cash dividend or distribution made  to
the  holders  of all or substantially all of the Common Stock is  in  excess  of
$0.05 per share (the "Initial Dividend Threshold"), the Conversion Rate shall be
adjusted based on the following formula:

                                  SP0
                    CR1 = CR0 x -------
                                SP0 - C

where,

CR0 =  the  Conversion Rate in effect immediately prior to the ex-dividend date
       for such dividend or distribution

CR1 =  the  Conversion  Rate in effect immediately after the  ex-dividend  date
       for such dividend or distribution

SP0 =  the  Last  Reported  Sale  Price of Common  Stock  on  the  Trading  Day
       immediately  preceding  the  ex-dividend  date  for  such  dividend   or
       distribution

C =    the  amount  in cash per share distributed by the Company to holders  of
       Common Stock in excess of the Initial Dividend Threshold

     The  Initial  Dividend  Threshold is subject  to  adjustment  in  a  manner
inversely proportional to adjustments to the Conversion Rate; provided  that  no
adjustment  shall be made to the Initial Dividend Threshold for  any  adjustment
made to the Conversion Rate under this Section 5.02(d)(i).

     (ii)  If the Company pays any cash dividend or distribution that is  not  a
regular,  quarterly  cash  dividend  or  distribution  to  holders  of  all   or
substantially  all  of the Common Stock, the Conversion Rate shall  be  adjusted
based on the following formula:

                                  SP0
                    CR1 = CR0 x -------
                                SP0 - C

where,

CR0 =  the  Conversion Rate in effect immediately prior to the ex-dividend date
       for such dividend or distribution

CR1 =  the  Conversion  Rate in effect immediately after the  ex-dividend  date
       for such dividend or distribution

SP0 =  the  Last  Reported  Sale  Price of Common  Stock  on  the  Trading  Day
       immediately  preceding  the  ex-dividend  date  for  such  dividend   or
       distribution

C =    the  amount  in cash per share distributed by the Company to holders  of
       Common Stock

     (e)  If  the  Company or any of its Subsidiaries makes a payment in respect
of  a tender or exchange offer for Common Stock, to the extent that the cash and
value  of  any other consideration included in the payment per share  of  Common
Stock  exceeds the Last Reported Sale Price of the Common Stock on  the  Trading
Day  next  succeeding the last date on which tenders or exchanges  may  be  made
pursuant  to  such  tender or exchange offer (such last  date,  the  "Expiration
Time"), the Conversion Rate shall be increased based on the following formula:


                                AC + (SP1 x OS1)
                    CR1 = CR0 x ----------------
                                    OS0 x SP1


where,

CR0 =  the  Conversion  Rate in effect immediately prior to the Effective  Date
       of the adjustment

CR1 =  the  Conversion Rate in effect immediately after the Effective  Date  of
       the adjustment

AC =   the  aggregate  value  of  all  cash and  any  other  consideration  (as
       determined  by  the Company's Board of Directors) paid  or  payable  for
       shares  accepted  for purchase or exchange in such  tender  or  exchange
       offer

OS0 =  the  number of shares of Common Stock outstanding immediately  prior  to
       the date such tender or exchange offer expires

OS1 =  the  number of shares of Common Stock outstanding immediately after  the
       date  such tender or exchange offer expires (after giving effect to  the
       reduction of shares accepted for purchase or exchange in such tender  or
       exchange offer)

SP1 =  the  average of the Last Reported Sale Prices of Common Stock  over  the
       10  consecutive  Trading-Day period commencing on the Trading  Day  next
       succeeding the date such tender or exchange offer expires

      Such  adjustment shall occur on the tenth Trading Day from, and including,
the  Trading Day next succeeding the date such tender or exchange offer  expires
and shall be applied on a retroactive basis from, and including, the Trading Day
next succeeding the date such tender or exchange offer expires.

     If  the Company is obligated to purchase shares pursuant to any such tender
or  exchange  offer, but the Company is permanently prevented by applicable  law
from  effecting  any  such purchases or all such purchases  are  rescinded,  the
Conversion  Rate  shall again be adjusted to be the Conversion Rate  that  would
then be in effect if such tender or exchange offer had not been made.

     Except  as stated herein, the Company shall not adjust the Conversion  Rate
for the issuance of shares of Common Stock or any securities convertible into or
exchangeable  for  shares of Common Stock or the right  to  purchase  shares  of
Common Stock or such convertible or exchangeable securities.

     (f)  The  Company may (but is not required to) increase the Conversion Rate
to avoid or diminish income tax to holders of Common Stock or rights to purchase
Common  Stock in connection with a dividend or distribution of shares (or rights
to acquire shares) or any similar event treated as such for income tax purposes.

     (g)  To the extent permitted by  applicable law and the rules of any  stock
exchange  or  market  upon  which the Common Stock is  listed  or  admitted  for
trading, the Company may increase the Conversion Rate by any amount for a period
of  at  least 20 days if the Company's Board of Directors determines  that  such
increase would be in the best interest of the Company, which determination shall
be conclusive.

     (h)  Notwithstanding the  foregoing provisions of this  Section  5.02,  the
applicable Conversion Rate need not be adjusted:

           (i) upon  the issuance of any shares of Common Stock pursuant to  any
               present  or  future  plan  providing  for  the  reinvestment   of
               dividends  or interest payable on the securities of  the  Company
               and  the  investment of additional optional amounts in shares  of
               Common Stock under any plan;

          (ii) upon  the  issuance of any shares of Common Stock or  options  or
               rights to purchase shares of Common Stock pursuant to any present
               or  future  employee,  director or  consultant  benefit  plan  or
               program of or assumed by the Company or any of its Subsidiaries;

         (iii) upon the issuance of any shares of Common Stock pursuant to
               any  option,  warrant,  right,  or exercisable,  exchangeable  or
               convertible  security  not described in  clause  (ii)  above  and
               outstanding as of the Issue Date;

          (iv) for a change in the par value of the Common Stock; or

           (v) for  accrued and unpaid interest (including Additional  Interest,
               if any).

     (i)  All calculations under this  Section 5.02 shall be made by the Company
and  shall  be  made  to the nearest cent or to the nearest  one-ten  thousandth
(1/10,000) of a share, as the case may be. The Company shall not be required  to
make an adjustment in the Conversion Rate unless the adjustment would require  a
change  of  at  least  1% in the Conversion Rate; provided,  however,  that  the
Company  shall  carry  forward any adjustments that are  less  than  1%  of  the
Conversion  Rate that the Company elects not to make and take them into  account
upon  the  earlier  of  (i) any conversion of Notes or (ii)  such  time  as  all
adjustments  that  have not been made prior thereto would  have  the  effect  of
adjusting  the  conversion rate by at least 1%. Except as provided  in  Sections
5.03 and 5.04, the Company shall not adjust the Conversion Rate.

     (j)  Whenever  the  Conversion Rate is  adjusted as  herein  provided,  the
Company shall promptly file with the Trustee and any Conversion Agent other than
the  Trustee  an Officers' Certificate setting forth the Conversion  Rate  after
such  adjustment and setting forth a brief statement of the facts requiring such
adjustment. Unless and until a Trust Officer of the Trustee shall have  received
such Officers' Certificate, the Trustee shall not be deemed to have knowledge of
any  adjustment  of the Conversion Rate and may assume that the last  Conversion
Rate  of  which it has knowledge is still in effect. Promptly after delivery  of
such  certificate, the Company shall prepare a notice of such adjustment of  the
Conversion Rate setting forth the adjusted Conversion Rate and the date on which
such  adjustment becomes effective and shall mail such notice of such adjustment
of  the Conversion Rate to the Holder of each Note at such Holder's last address
appearing  on  the Security Register. Failure to deliver such notice  shall  not
affect the legality or validity of any such adjustment.

     (k)  Any case in  which this Section 5.02 provides that an adjustment shall
become effective immediately after (i) a Record Date for an event, (ii) the date
fixed  for the determination of a share split or combination pursuant to Section
5.02(a),  or (iii) the Expiration Time for any tender or exchange offer pursuant
to  Section  5.02(e), (each a "Determination Date"), the Company  may  elect  to
defer until the occurrence of the applicable Adjustment Event (x) issuing to the
Holder  of  any  Note  converted after such Determination Date  and  before  the
occurrence  of such Adjustment Event, the Additional Shares of Common  Stock  or
other  securities  issuable upon such conversion by  reason  of  the  adjustment
required by such Adjustment Event over and above the Common Stock issuable  upon
such  conversion before giving effect to such adjustment and (y) paying to  such
Holder  any amount in cash in lieu of such Additional Shares of Common Stock  or
other  securities  or in lieu of any fraction pursuant to Section  5.01(b).  For
purposes of this Section 5.02, the term "Adjustment Event" shall mean:

          (1)  in  any  case referred to in clause (i) above, the occurrence  of
               such event,

          (2)  in  any case referred to in clause (ii) above, the date any  such
               dividend or distribution is paid or made, and

          (3)  in any case referred to in clause (iii) above, the date a sale or
               exchange  of  Common  Stock pursuant to such tender  or  exchange
               offer is consummated and becomes irrevocable.

     (l)  For  purposes  of  this Section 5.02, the number of shares  of  Common
Stock  at any time Outstanding shall not include shares held in the treasury  of
the  Company  but shall include shares issuable in respect of scrip certificates
issued in lieu of fractions of shares of Common Stock. The Company shall not pay
any  dividend  or make any distribution on shares of Common Stock  held  in  the
treasury of the Company.

     (m)  Whenever any provision of this Article Five requires a calculation  of
an  average  of  Last  Reported Sale Prices over a span of  multiple  days,  the
Company  shall  make appropriate adjustments (determined in good  faith  by  the
Company's  Board of Directors) to account for any adjustment to  the  Conversion
Rate that becomes effective at any time during the period from which the average
is  to  be  calculated. Such adjustments shall be effective as of the  Effective
Date of the adjustment to the Conversion Rate.

     Section 5.03.  Effect of Reclassification, Consolidation, Merger or Sale.

     (a)  If  any  of  the  following events  occur: (i)  any  recapitalization,
reclassification  or  change  of  Common Stock  (other  than  a  subdivision  or
combination) as a result of which the Common Stock would be converted  into,  or
exchanged  for,  stock, other securities, or other property or  assets  (or  any
combination thereof), (ii) any statutory share exchange, consolidation or merger
involving the Company pursuant to which the Common Stock shall be converted into
cash,  securities or other property (or any combination thereof)  or  (iii)  any
sale, lease or other transfer in one transaction or a series of transactions  of
all  or  substantially all of the consolidated assets of  the  Company  and  its
Subsidiaries,  taken as a whole, to any Person (other than one or  more  of  the
Subsidiaries  of  the Company) as a result of which the Common  Stock  shall  be
converted  into cash, securities or other property (or any combination  thereof)
(any  such event or transaction, a "Reorganization Event"), then the Company  or
the  successor or purchasing Person, as the case may be, shall execute with  the
Trustee  a  Supplemental Indenture (which shall comply with the Trust  Indenture
Act  as  in  force  at  the  date of execution of such  Supplemental  Indenture)
providing that at the effective time of the Reorganization Event each Note shall
be  convertible  into, with respect to each $1,000 in principal amount  of  such
Note, the kind and amount of shares of stock, other securities or other property
or  assets (including cash or any combination thereof) that a holder of a number
of shares of Common Stock equal to the Conversion Rate immediately prior to such
Reorganization  Event  would have owned or been entitled to  receive  upon  such
Reorganization Event (the "Reference Property").  For purposes of the foregoing,
the  type  and amount of consideration that a holder of Common Stock would  have
been  entitled  to  receive  in the case of any such Reorganization  Event  that
causes  the Common Stock to be converted into the right to receive more  than  a
single  type  of  consideration (determined based  in  part  upon  any  form  of
stockholder  election) shall be deemed to be the weighted average of  the  types
and  amounts  of  consideration received by the holders  of  Common  Stock  that
affirmatively  make such an election. Such Supplemental Indenture shall  provide
for  provisions and adjustments which shall be as nearly equivalent  as  may  be
practicable to the provisions and adjustments provided for in this Article  Five
and  in  Article  Four of this Supplemental Indenture and in the  definition  of
Fundamental  Change, as appropriate, as determined in good faith by the  Company
(which determination shall be conclusive), to make such provisions apply to such
other Person if different from the original issuer of the Notes. If, in the case
of  any  Reorganization Event, the cash, securities or other property receivable
thereupon  by  a  holder  of  Common Stock includes cash,  securities  or  other
property of a Person other than the successor or purchasing Person, as the  case
may  be,  in  such Reorganization Event, then such Supplemental Indenture  shall
also be executed by such successor or purchasing Person, as the case may be, and
shall contain such additional provisions to protect the interests of the Holders
of  the  Notes  as  the  Company's Board of Directors shall reasonably  consider
necessary by reason of the foregoing.

     (b)  The  Company  shall cause notice of the execution of any  Supplemental
Indenture required by this Section 5.03 to be mailed to each Holder of Notes, at
its  address appearing on the Security Register, within 20 calendar  days  after
execution thereof. Failure to deliver such notice shall not affect the  legality
or validity of such Supplemental Indenture.

     (c)  The  above  provisions of this Section 5.03 shall similarly  apply  to
successive Reorganization Events.

     (d)  None of the foregoing provisions shall affect the right of a Holder of
Notes  to convert the Notes into shares of Common Stock as set forth in  Section
5.02 prior to the effective time of such Reorganization Event.

     Section 5.04.  Adjustment Upon Certain Fundamental Changes.

     (a)  If  a  Holder  elects to  convert Notes at a time when  a  Fundamental
Change  described  in clause (1) or (2) of the definition of Fundamental  Change
has occurred, the Conversion Rate for such Notes so converted shall be increased
by  an additional number of shares of Common Stock (the "Additional Shares")  as
described  below.  Any conversion of Notes shall be deemed to have  occurred  in
connection with such Fundamental Change if the notice of conversion of the Notes
is  received by the Conversion Agent from, and including, the Effective Date  of
the  Fundamental Change up to, and including, the Business Day immediately prior
to the related Fundamental Change Purchase Date.

     (b)  Upon  surrender  of  Notes  for  conversion  in   connection  with   a
Fundamental Change, the Company shall deliver to a converting Holder a number of
shares  of Common Stock equal to (i) the aggregate principal amount of Notes  to
be  converted  divided  by $1,000, multiplied by (ii) the applicable  Conversion
Rate  (including the Additional Shares).  The Company shall deliver such  shares
of  Common  Stock on the third Business Day immediately following  the  relevant
Conversion  Date. If the consideration for the Common Stock in  any  Fundamental
Change  described  in  clause (2) of the definition  of  Fundamental  Change  is
comprised entirely of cash, the conversion obligation shall be calculated  based
solely  on the "Stock Price" for the transaction and shall be deemed  to  be  an
amount  equal to the applicable Conversion Rate multiplied by such Stock  Price.
In such event, the conversion obligation shall be determined and paid to Holders
in  cash  on  the third Business Day following the conversion date. The  Company
shall notify Holders of the Effective Date of any Fundamental Change and issue a
press  release  announcing such Effective Date no later than five Business  Days
after such Effective Date.

     (c)  The number of Additional Shares by which the Conversion Rate shall  be
increased  shall be determined by reference to the table attached as Schedule  A
hereto,  based  on  the date on which the Fundamental Change occurs  or  becomes
effective  (the  "Effective Date") and the Stock Price paid or deemed  paid  per
share  of Common Stock in the Fundamental Change. If a Holder elects to  convert
its  Notes  prior  to  the  Effective Date of any Fundamental  Change,  and  the
Fundamental  Change  does not occur, such Holder shall not  be  entitled  to  an
increased Conversion Rate in connection with such conversion. If the Fundamental
Change  is  a  transaction  described in clause (1) or  (2)  of  the  definition
thereof,  and  Holders  of Common Stock receive only cash  in  that  Fundamental
Change, the Stock Price shall be the cash amount paid per share. Otherwise,  the
Stock  Price  shall be the average of the last reported sale  prices  of  Common
Stock  over  the  10 consecutive Trading-Day period ending on  the  Trading  Day
immediately preceding the Effective Date of the Fundamental Change.

     (d)  The  Stock Prices set forth in the column  headings of  the  table  in
Schedule A hereto shall be adjusted as of any date on which the Conversion  Rate
of  the  Notes  is adjusted pursuant to Section 5.02. The adjusted Stock  Prices
shall  equal  the Stock Prices applicable immediately prior to such  adjustment,
multiplied  by  a  fraction,  the numerator of  which  is  the  Conversion  Rate
immediately  prior  to  such  adjustment and the denominator  of  which  is  the
Conversion  Rate as so adjusted. The number of Additional Shares  set  forth  in
such  table shall be adjusted in the same manner as the Conversion Rate  as  set
forth in Section 5.02.

     The  exact  Stock Prices and Effective Dates may not be set  forth  in  the
table in Schedule A, in which case:

           (i) if  the  Stock  Price is between two Stock Price amounts  in  the
               table or the Effective Date is between two Effective Dates in the
               table,  the  number of Additional Shares by which the  Conversion
               Rate  shall  be  increased shall be determined by a straight-line
               interpolation between the number of Additional Shares  set  forth
               for  the higher and lower Stock Price amounts and the two  dates,
               as applicable, based on a 365-day year.

          (ii) if  the Stock Price is greater than $102.00 per share (subject to
               adjustment),  no  Additional  Shares  shall  be  added   to   the
               Conversion Rate.

         (iii) if the Stock Price is less than $25.50 per share (subject to
               adjustment),  no  Additional  Shares  shall  be  added   to   the
               Conversion Rate.

     Notwithstanding the foregoing, in no event shall the total number of shares
of  Common  Stock  issuable upon conversion exceed 39.2157 per $1,000  principal
amount  of  Notes, subject to adjustments in the same manner as  the  Conversion
Rate under Section 5.02.

     Section 5.05.  Stockholder Rights Plan.

     To  the extent that the Company has a rights plan in effect upon conversion
of  the Notes into Common Stock, Holders that convert their Notes shall receive,
in  addition to the Common Stock, the rights under the rights plan, unless prior
to  any  conversion, the rights have separated from the Common Stock,  in  which
case,  and only in such case, the Conversion Rate shall be adjusted at the  time
of  separation  as  if the Company distributed to all holders  of  Common  Stock
shares  of  the Company's capital stock, evidences of indebtedness or assets  as
described in Section 5.02(b) above, subject to readjustment in the event of  the
expiration,  termination  or redemption of such rights.  In  lieu  of  any  such
adjustment,  the Company may amend such applicable stockholder rights  agreement
to  provide  that  upon conversion of the Notes the Holders  shall  receive,  in
addition  to  the Common Stock issuable upon such conversion, the  rights  which
would  have attached to such Common Stock if the rights had not become separated
from the Common Stock under such applicable stockholder rights agreement.

     Section 5.06.  Trustee Adjustment Disclaimer.

     The  Trustee has no duty to determine when an adjustment under this Article
Five  should  be made, how it should be made or what it should be.  The  Trustee
has  no  duty  to determine whether a Supplemental Indenture under Section  5.03
need be entered into or whether any provisions of any Supplemental Indenture are
correct.   The  Trustee shall not be accountable for and makes no representation
as  to  the validity or value of any securities or assets issued upon conversion
of  Securities.  The Trustee shall not be responsible for the Company's  failure
to comply with this Article Five.  Each Conversion Agent (other than the Company
or  an  affiliate  of  the Company) shall have the same  protection  under  this
Section 5.06 as the Trustee.

                                   ARTICLE SIX

                         EVENTS OF DEFAULT AND REMEDIES

     SECTION 6.01.  Additional Events of Default.

     In  addition to the Events of Default set forth in Section 5.01 of the Base
Indenture, the Notes shall also be subject to the following Events of Default:

      (i) a  failure by the Company to convert the Notes in accordance with  the
          provisions of this Supplemental Indenture upon exercise of a  Holder's
          conversion  right which default shall continue for a period  of  three
          Business  Days after there has been given, by registered or  certified
          mail,  to  the  Company by the Trustee or by such  Holder,  a  written
          notice  specifying  such  default or breach and  requiring  it  to  be
          remedied  and stating that such notice is a "Notice of Default"  under
          this Supplemental Indenture;

     (ii) a failure by the Company to deliver a Company Notice;

    (iii) a  failure  by  the Company to repurchase Notes of  such  series
          tendered  for  repurchase following the occurrence  of  a  Fundamental
          Change in accordance with Section 4.01 of this Supplemental Indenture;
          and

     (iv) a  failure by the Company or any Subsidiary of the Company to pay  any
          Indebtedness  within  any  applicable grace  period  after  its  final
          maturity  or  the acceleration by the holders thereof,  if  the  total
          amount  of  such  Indebtedness  unpaid  or  accelerated  exceeds  $100
          million.

     Section 6.02.  Exception to Remedies.

           Notwithstanding anything in this Supplemental Indenture or  the  Base
Indenture to the contrary, to the extent elected by the Company, the sole remedy
for  an  Event of Default relating to the failure by the Company to comply  with
the  reporting  obligations set forth in Section 7.04 of the Base Indenture  and
for  any  failure  to comply with the requirements of Section 314(a)(1)  of  the
Trust  Indenture Act, shall for the first 120 days after the occurrence of  such
an  Event  of  Default, consist exclusively of the right of Holders  to  receive
additional  interest  on  the Notes at an annual rate  equal  to  0.50%  of  the
principal  amount of the Notes (the "Additional Interest").  If the  Company  so
elects, such Additional Interest shall be payable in the same manner and on  the
same dates as the stated interest payable on the Notes.  The Additional Interest
shall  accrue on all outstanding Notes from and including the date on which  the
Event  of  Default  relating  to  the  failure  to  comply  with  the  reporting
obligations in the Base Indenture or the failure to comply with the requirements
of  Section  314(a)(1)  of  the Trust Indenture Act  first  occurs  to  but  not
including the 120th day thereafter (or such earlier date on which such Event  of
Default  is cured or waived by the Holders of a majority in principal amount  of
the  outstanding Notes). On such 120th day (or earlier, if the Event of  Default
relating to the reporting obligations under the Base Indenture or the failure to
comply with the requirements of Section 314(a)(1) of the Trust Indenture Act  is
cured  or  waived  by  the  Holders of a majority in  principal  amount  of  the
outstanding Notes prior to such 120th day), such Additional Interest shall cease
to  accrue and, if the Event of Default relating to reporting obligations or the
failure to comply with Section 314(a)(1) of the Trust Indenture Act has not been
cured  or  waived  prior  to  such 120th day, the  notes  shall  be  subject  to
acceleration  as provided in the Base Indenture. The provisions of this  Section
6.02  shall  not  affect the rights of Holders of Notes  in  the  event  of  the
occurrence  of  any other Event of Default. In the event the  Company  does  not
elect to pay the Additional Interest upon an Event of Default in accordance with
this Section 6.02, the Notes shall be subject to acceleration as provided in the
Base Indenture. In order to elect to pay the Additional Interest on the Notes as
the  sole  remedy during the first 120 days after the occurrence of an Event  of
Default  relating  to  the failure to comply with the reporting  obligations  in
Section  7.04  of  the  Base Indenture or the failure  to  comply  with  Section
314(a)(1)  of the Trust Indenture Act in accordance with this Section 6.02,  the
Company  must notify all Holders of Notes, the Trustee and the Paying  Agent  of
such election on or before the close of business on the date on which such Event
of Default first occurs, stating (i) the amount of such Additional Interest that
is payable and (ii) the date on which such Additional Interest is payable.

                                  ARTICLE SEVEN

                           MODIFICATION AND AMENDMENT

     Section 7.01.  Modification and Amendment.

     (a)  In  addition to the  provisions set forth in Section 9.01 and  Section
9.02 of the Base Indenture, the Company and the Trustee may, without the consent
of  the  Holders, enter into one or more supplemental indentures to conform  the
provisions  of  the  Indenture  or the Notes to the  description  of  the  Notes
provided  in the final prospectus supplement of the Company for the Notes  dated
April 28, 2009 and filed with the Securities and Exchange Commission.

     (b)  In  addition to the  provisions set forth in Section 9.01 and  Section
9.02 of the Base Indenture, without the consent of each Holder of an outstanding
Note affected thereby, the Company and the Trustee may not:

            (i) make any change that adversely affects the conversion rights  of
any Note; or

           (ii) reduce the Fundamental Change Purchase Price of any Note or  the
amend  or  modify  in any manner adverse to the holders of Notes  the  Company's
obligation  to  make  such payment, whether through an amendment  or  waiver  of
provisions in the covenants, definitions or otherwise.

                                  ARTICLE EIGHT

                                  MISCELLANEOUS

     SECTION 8.01.  Form of Notes.

     The  Notes and the Trustee's Certificates of Authentication to be  endorsed
thereon are to be substantially in the form of Exhibit A, which forms are hereby
incorporated in and made a part of this Supplemental Indenture.

     The  terms and provisions contained in the Notes shall constitute, and  are
hereby  expressly made, a part of this Supplemental Indenture, and  the  Company
and the Trustee, by their execution and delivery of this Supplemental Indenture,
expressly agree to such terms and provisions and to be bound thereby.

     Section 8.02.  Ratification of Base Indenture.

     The  Base Indenture, as supplemented by this Supplemental Indenture, is  in
all respects ratified, confirmed and preserved.

     Section 8.03.  Application of Supplemental Indenture.

     The provisions of this Supplemental Indenture shall take effect immediately
upon  its  execution  in  accordance with Section 9.04 of  the  Base  Indenture;
provided  that  the  provisions set forth in this Supplemental  Indenture  shall
apply only in respect of the Notes issued under this Supplemental Indenture  and
not  to  any  past  or future series of Securities established  under  the  Base
Indenture or any other supplemental indenture.

     Section 8.04.  Trust Indenture Act Controls.

     If  any  provision hereof limits, qualifies or conflicts  with  the  duties
imposed  by  Section  310 through 317 of the Trust Indenture  Act,  the  imposed
duties shall control.

     Section 8.05.  Conflict with Base Indenture.

     To  the  extent  not  expressly amended or modified  by  this  Supplemental
Indenture,  the  Base Indenture shall remain in full force and effect.   If  any
provision  of  this Supplemental Indenture relating to the Notes is inconsistent
with  any  provision of the Base Indenture, the provision of  this  Supplemental
Indenture shall control.

     Section 8.06.  Withholding Offset.

     (a)  The  Company  (through the Withholding Agent or otherwise)  shall  be
entitled to reduce or otherwise set-off against any payments made or deemed made
by  the  Company to Holders in respect of the Notes or the Common Stock for  any
amounts  the  Company  believes it is required  to  withhold  by  law.  For  the
avoidance  of doubt, if the Company pays any withholding taxes on  behalf  of  a
Holder  as  a result of an adjustment to the Conversion Rate of the  Notes,  the
Company  may,  at  its option, set-off such payments against  payments  to  such
Holder  of  cash and Common Stock in respect of the Notes. Any amounts  withheld
pursuant  to  this Section 8.05 shall be paid over by the Company  (through  the
Withholding Agent or otherwise) to the appropriate taxing authority.

     (b)  Prior to or upon the occurrence of any event that results in an actual
or  deemed  payment by the Company to Holders in respect of  the  Notes  or  the
Common Stock, the Company (through the Trustee, Paying Agent, Withholding Agent,
or otherwise) may request a Holder to furnish any appropriate documentation that
may  be  required  in  order to determine the Company's withholding  obligations
under  applicable law (including, without limitation, a United  States  Internal
Revenue Service Form W-9, Form W-8BEN or Form W-8ECI, as appropriate.

     Section 8.07.  Calculations in Respect of Notes.

       Except  as  otherwise  provided  herein,  the  Company  shall  make   all
calculations called for in respect of the Notes. These calculations include, but
are  not  limited  to, determinations of the Last Reported Sale  Price,  accrued
interest  payable on the Notes and the Conversion Rate. The Company  shall  make
all  calculations  in good faith and, absent manifest error,  such  calculations
shall  be final and binding on the Holders. The Company shall provide a schedule
of its calculations to each of the Trustee and the Conversion Agent, and each of
the  Trustee  and  Conversion Agent is entitled to rely  conclusively  upon  the
accuracy  of  such  calculations without independent verification.  The  Trustee
shall  forward  the  Company's calculations to any  Holder  upon  such  Holder's
request.

     Section 8.08.  Governing Law.

     THIS  SUPPLEMENTAL  INDENTURE  SHALL  BE  GOVERNED  BY,  AND  CONSTRUED  IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     Section 8.09.  Successors.

     All  agreements  of  the Company in the Base Indenture,  this  Supplemental
Indenture  and  the  Notes shall bind its successors.   All  agreements  of  the
Trustee  in  the Base Indenture and this Supplemental Indenture shall  bind  its
successors.

     Section 8.10.  Counterparts.

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

     Section 8.11.  Appointment of Conversion Agent.

     The  Company  hereby  appoints the Trustee as  Conversion  Agent,  and  the
Trustee hereby accepts such appoint.

     Section 8.12.  Trustee Disclaimer.

     The  Trustee  makes no representation as to the validity or sufficiency  of
this  Supplemental Indenture other than as to the validity of its execution  and
delivery  by the Trustee.  The recitals and statements herein are deemed  to  be
those of the Company and not the Trustee.

                  [Remainder of page intentionally left blank]






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


                            UNITED STATES STEEL CORPORATION


                            By:  /s/ L. T. Brockway
                               ---------------------------------
                            Name:     L. T. Brockway
                            Title:    Vice President & Treasurer




                            THE BANK OF NEW YORK MELLON, as Trustee


                            By:  /s/ Mary Miselis
                               ---------------------------------
                            Name:     Mary Miselis
                            Title:    Vice President



                                   Schedule A
                                   ----------
The following table sets forth the hypothetical stock price and the number of
Additional Shares to be received per $1,000 principal amount of Notes:

                     Stock Price on Fundamental Change Date

Effective     $25.50  $30.00  $36.00  $42.00  $48.00  $54.00  $60.00  $66.00
Date
----------------------------------------------------------------------------
May 4, 2009   7.8432  6.1610  4.4041  3.3131  2.5908  2.0874  1.7217  1.4468

May 15, 2010  7.8432  6.1450  4.2527  3.1122  2.3792  1.8829  1.5318  1.2739

May 15, 2011  7.8432  6.0924  4.0083  2.8029  2.0621  1.5825  1.2574  1.0277

May 15, 2012  7.8432  5.6262  3.3877  2.1802  1.4946  1.0856  0.8294  0.6611

May 15, 2013  7.8432  4.6447  2.2401  1.1362  0.6269  0.3867  0.2685  0.2058

May 15, 2014  7.8432  1.9608  0.0000  0.0000  0.0000  0.0000  0.0000  0.0000


              $72.00  $78.00  $84.00  $90.00  $96.00  $102.00
              -----------------------------------------------
May 4, 2009   1.2341  1.0655  0.9290  0.8167  0.7227   0.6431

May 15, 2010  1.0783  0.9260  0.8043  0.7053  0.6232   0.5542

May 15, 2011  0.8593  0.7319  0.6325  0.5531  0.4882   0.4341

May 15, 2012  0.5450  0.4613  0.3984  0.3493  0.3097   0.2769

May 15, 2013  0.1691  0.1452  0.1279  0.1143  0.1030   0.0934

May 15, 2014  0.0000  0.0000  0.0000  0.0000  0.0000   0.0000