Exhibit 4.2
                                                                     -----------

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                      ALLEGHENY ENERGY SUPPLY COMPANY, LLC

                                       TO

                          BANK ONE TRUST COMPANY, N.A.

                                                       TRUSTEE


                          ----------------------------
                                    Indenture

                           Dated as of March 15, 2001
                          ----------------------------

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                              7.80% Notes due 2011

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<PAGE>


                       CERTAIN SECTIONS OF THIS INDENTURE
                   RELATING TO SECTIONS 310 THROUGH 318 OF THE
                          TRUST INDENTURE ACT OF 1939:

TRUST INDENTURE                                                     INDENTURE
  ACT SECTION                                                        SECTION
---------------                                                   --------------
SS. 310(a)(1)       .........................................     609
       (a)(2)       .........................................     609
       (a)(3)       .........................................     Not Applicable
       (a)(4)       .........................................     Not Applicable
       (b)          .........................................     608
                                                                  610

SS. 311(a)          .........................................     613
       (b)          .........................................     613
SS. 312(a)          .........................................     701
                                                                  702(a)

       (b)          .........................................     702(b)
       (c)          .........................................     702(c)
SS. 313(a)          .........................................     703(a)
       (a)(4)       .........................................     101
                                                                  1004

       (b)          .........................................     703(a)
       (c)          .........................................     703(a)
       (d)          .........................................     703(b)
SS. 314(a)          .........................................     704
       (b)          .........................................     Not Applicable
       (c)(1)       .........................................     102
       (c)(2)       .........................................     102
       (c)(3)       .........................................     Not Applicable
       (d)          .........................................     Not Applicable
       (e)          .........................................     102
SS. 315(a)          .........................................     601
       (b)          .........................................     602
       (c)          .........................................     601
       (d)          .........................................     601
       (e)          .........................................     514
SS. 316(a)          .........................................     101
       (a)(1)(A)    .........................................     502
                                                                  512
       (a)(1)(B)    .........................................     513
       (a)(2)       .........................................     Not Applicable
       (b)          .........................................     508
       (c)          .........................................     104(c)
SS. 317(a)(1)       .........................................     503
       (a)(2)       .........................................     504
       (b)          .........................................     1003
SS. 318(a)          .........................................     107

----------

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


<PAGE>


                                TABLE OF CONTENTS

                                   ARTICLE ONE

                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101. Definitions......................................................1

SECTION 102. Compliance Certificates and Opinions.............................9

SECTION 103. Form of Documents Delivered to Trustee..........................10

SECTION 104. Acts of Holders; Record Dates...................................10

SECTION 105. Notices, Etc., to Trustee and Company...........................11

SECTION 106. Notice to Holders; Waiver.......................................12

SECTION 107. Conflict with Trust Indenture Act...............................12

SECTION 108. Effect of Headings and Table of Contents........................12

SECTION 109. Successors and Assigns..........................................12

SECTION 110. Separability Clause.............................................13

SECTION 111. Benefits of Indenture...........................................13

SECTION 112. Governing Law...................................................13

SECTION 113. Legal Holidays..................................................13

                                   ARTICLE TWO

                                 SECURITY FORMS

SECTION 201. Forms Generally.................................................13

SECTION 202. Form of Face of Security........................................14

SECTION 203. Form of Reverse of Security.....................................18

SECTION 204. Additional Provisions Required in Global Security...............22

SECTION 205. Form of Trustee's Certificate of Authentication.................22

<PAGE>


                                  ARTICLE THREE

                                 THE SECURITIES

SECTION 301. Title and Terms.................................................23

SECTION 302. Denominations...................................................24

SECTION 303. Execution, Authentication, Delivery and Dating..................24

SECTION 304. Temporary Securities............................................25

SECTION 305. Registration, Registration of Transfer and Exchange.............26

SECTION 306. Mutilated, Destroyed, Lost and Stolen Securities................30

SECTION 307. Payment of Interest; Interest Rights Preserved..................30

SECTION 308. Persons Deemed Owners...........................................32

SECTION 309. Cancellation....................................................32

SECTION 310. Computation of Interest.........................................32

SECTION 311. CUSIP Numbers...................................................32

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.........................32

SECTION 402. Application of Trust Money......................................34

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 501. Events of Default...............................................34

SECTION 502. Acceleration of Maturity; Rescission and Annulment..............35

SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee.36

SECTION 504. Trustee May File Proofs of Claim................................37

SECTION 505. Trustee May Enforce Claims Without Possession of Securities.....37

SECTION 506. Application of Money Collected..................................37

                                       ii

<PAGE>


SECTION 507. Limitation on Suits.............................................38

SECTION 508. Unconditional Right of Holders to Receive Principal,
               Premium and Interest..........................................39

SECTION 509. Restoration of Rights and Remedies..............................39

SECTION 510. Rights and Remedies Cumulative..................................39

SECTION 511. Delay or Omission Not Waiver....................................39

SECTION 512. Control by Holders..............................................39

SECTION 513. Waiver of Past Defaults.........................................40

SECTION 514. Undertaking for Costs...........................................40

SECTION 515. Waiver of Stay or Extension Laws................................40

                                   ARTICLE SIX

                                   THE TRUSTEE

SECTION 601. Certain Duties and Responsibilities.............................41

SECTION 602. Notice of Defaults..............................................41

SECTION 603. Certain Rights of Trustee.......................................41

SECTION 604. Not Responsible for Recitals or Issuance of Securities..........42

SECTION 605. May Hold Securities.............................................42

SECTION 606. Money Held in Trust.............................................42

SECTION 607. Compensation and Reimbursement..................................43

SECTION 608. Disqualification; Conflicting Interests.........................43

SECTION 609. Corporate Trustee Required; Eligibility.........................43

SECTION 610. Resignation and Removal; Appointment of Successor...............43

SECTION 611. Acceptance of Appointment by Successor..........................45

SECTION 612. Merger, Conversion, Consolidation or Succession to Business.....45

SECTION 613. Preferential Collection of Claims Against Company...............45

                                      iii

<PAGE>


                                  ARTICLE SEVEN

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Company to Furnish Trustee Names and Addresses of Holders.......46

SECTION 702. Preservation of Information; Communications to Holders..........46

SECTION 703. Reports by Trustee..............................................46

SECTION 704. Reports by Company..............................................47

                                  ARTICLE EIGHT

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 801. Company May Consolidate, Etc., Only on Certain Terms............47

SECTION 802. Successor Substituted...........................................48

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent of Holders..............48

SECTION 902. Supplemental Indentures with Consent of Holders.................48

SECTION 903. Execution of Supplemental Indentures............................49

SECTION 904. Effect of Supplemental Indentures...............................49

SECTION 905. Conformity with Trust Indenture Act.............................50

SECTION 906. Reference in Securities to Supplemental Indentures..............50

                                   ARTICLE TEN

                                    COVENANTS

SECTION 1001. Payment of Principal, Premium and Interest.....................50

SECTION 1002. Maintenance of Office or Agency................................50

SECTION 1003. Money for Security Payments to Be Held in Trust................51

SECTION 1004. Statement by Officers as to Default............................52

SECTION 1005. Existence......................................................52

                                       iv

<PAGE>


SECTION 1006. Maintenance of Properties......................................52

SECTION 1007. Payment of Taxes and Other Claims..............................52

SECTION 1008. Restrictions on Certain Liens..................................53

SECTION 1009. Limitation on Sale/Leaseback Transactions......................54

                                 ARTICLE ELEVEN

                            REDEMPTION OF SECURITIES

SECTION 1101. Right of Redemption............................................54

SECTION 1102. Applicability of Article.......................................55

SECTION 1103. Election to Redeem; Notice to Trustee..........................55

SECTION 1104. Selection by Trustee of Securities to Be Redeemed..............55

SECTION 1105. Notice of Redemption...........................................55

SECTION 1106. Deposit of Redemption Price....................................56

SECTION 1107. Securities Payable on Redemption Date..........................56

SECTION 1108. Securities Redeemed in Part....................................57

                                 ARTICLE TWELVE

                       DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1201. Company's Option to Effect Defeasance or Covenant Defeasance...57

SECTION 1202. Defeasance and Discharge.......................................57

SECTION 1203. Covenant Defeasance............................................58

SECTION 1204. Conditions to Defeasance or Covenant Defeasance................58

SECTION 1205. Deposited Money and Government Securities
                to Be Held in Trust; Miscellaneous Provisions................60

SECTION 1206. Reinstatement..................................................60

Annex A  Form of Restricted Securities Certificate

Annex B  Form of Regulation S Certificate

                                       v
<PAGE>


          INDENTURE, dated as of March 15, 2001, between ALLEGHENY ENERGY SUPPLY
COMPANY, LLC, a limited liability company duly organized and existing under the
laws of the State of Delaware (herein called the "Company"), having its
principal office at 10435 Downsville Pike, Hagerstown, Maryland, 21740-1766, and
BANK ONE TRUST COMPANY, N.A., a national banking association, as Trustee (herein
called the "Trustee") having its corporate trust office at 153 West 51st Street,
5th Floor, New York, New York 10019.

                             RECITALS OF THE COMPANY

            The Company has duly authorized the creation of an issue of its
7.80% Notes due 2011 (herein called the "Securities") of substantially the tenor
and amount hereinafter set forth, and to provide therefor the Company has duly
authorized the execution and delivery of this Indenture. The Securities may
consist of Original Securities and/or Exchange Securities, each as defined
herein. The Original Securities and the Exchange Securities shall rank equally
in right of payment with all existing and future unsecured and unsubordinated
obligations of the Company.

            All things necessary to make the Securities, when executed by the
Company and authenticated and delivered hereunder and duly issued by the
Company, the valid obligations of the Company, and to make this Indenture a
valid agreement of the Company, in accordance with their and its terms, have
been done.

            NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                  ARTICLE ONE

                        Definitions and Other Provisions
                             of General Application

SECTION 101.  DEFINITIONS.

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

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

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

            (3)   all accounting terms not otherwise defined herein have the
      meanings assigned to them in accordance with generally accepted accounting

<PAGE>


      principles, and, except as otherwise herein expressly provided, the term
      "generally accepted accounting principles" with respect to any computation
      required or permitted hereunder shall mean such accounting principles as
      are generally accepted at the date of such computation; and

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

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

            "Additional Securities" has the meaning set forth in the form of the
Securities contained in Section 203.

            "Adjusted Treasury Rate" has the meaning set forth in the form of
the Securities contained in Section 203.

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

            "Agent Member" means any member of, or participant in, the
Depositary.

            "Applicable Procedures" means, with respect to any transfer or
transaction involving a Global Security or beneficial interest therein, the
rules and procedures of the Depositary for such Security, in each case to the
extent applicable to such transaction and as in effect from time to time.

            "Beneficial Owner" means, for Securities in book-entry from, the
person who acquires an interest in the Securities which is reflected on the
records of the Depositary through its participants.

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

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

            "Business Day" means any day that is not a day on which banking
institutions in The City of New York are authorized or required by law or
regulation to close.

                                       2
<PAGE>


            "Clearstream" means Clearstream Banking, societe anonyme,
Luxembourg.

            "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, or,
if at any time after the execution of this instrument such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

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

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

            "Comparable Treasury Issue" has the meaning set forth in the form of
the Securities contained in Section 203.

            "Comparable Treasury Price" has the meaning set forth in the form of
the Securities contained in Section 203.

            "Corporate Trust Office" means the principal office of the Trustee
in The City of New York at which at any particular time its corporate trust
business shall be administered.

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

            "Covenant Defeasance" has the meaning specified in Section 1203.

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

            "Defeasance" has the meaning specified in Section 1202.

            "Depositary" means, with respect to the Securities issuable or
issued in whole or in part in the form of one or more Global Securities, DTC for
so long as it shall be a clearing agency registered under the Exchange Act, or
such successor (which shall be a clearing agency registered under the Exchange
Act) as the Company shall designate from time to time in an Officers'
Certificate delivered to the Trustee.

            "DTC" means The Depository Trust Company.

            "Euroclear" means Morgan Guaranty Trust Company of New York
(Brussels office) as operator of the Euroclear system.

                                       3
<PAGE>


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

            "Exchange Act" means the Securities Exchange Act of 1934, as amended
(or any successor act) and the rules and regulations thereunder.

            "Exchange Offer" has the meaning set forth in the form of the
Securities contained in Section 202.

            "Exchange Registration Statement" has the meaning set forth in the
form of the Securities contained in Section 202.

            "Exchange Security" means any Security issued in exchange for an
Original Security or Original Securities pursuant to the Exchange Offer and any
Security with respect to which the next preceding Predecessor Security of such
Security was an Exchange Security.

            "Global Security" means a Security in the form prescribed in Section
204 evidencing all or part of the Securities, issued to the Depositary or its
nominee, and registered in the name of such Depositary or its nominee.

            "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America for the payment of which obligations
or guarantee the full faith and credit of the United States is pledged and which
have a remaining weighted average life to maturity of not more than 18 months
from the date of Investment therein.

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

            "Indebtedness" of any person means (i) all indebtedness of such
person for borrowed money, (ii) all obligations of such person evidenced by
bonds, debentures, notes or other similar instruments, (iii) all obligations of
such person to pay the deferred purchase price of property or services, (iv) all
indebtedness created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or sale of such property), (v)
all capital lease obligations of such person (excluding leases of property in
the ordinary course of business), (vi) all obligations, contingent or otherwise,
of such person under acceptance, letter of credit or similar facilities other
than commercial leases, (vii) all unconditional obligations of such person to
purchase, redeem, retire, defease or otherwise acquire for value any capital
stock or other equity interests of such person or any warrants, rights, or
options to acquire such capital stock or other equity interests, (viii) all
Indebtedness of any other person of the type referred to in clauses (i) through
(vii) guaranteed by such person or for which such person shall otherwise
(including pursuant to any keepwell, makewell or similar arrangement) become
directly or indirectly liable, and (ix) all Indebtedness of the type referred to
in clauses (i) through (vii) above secured by (or for which the holder of such
Indebtedness has an existing right, contingent or otherwise, to be secured by)
any lien or security interest on property.

                                       4
<PAGE>


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

            "Initial Purchasers" means Salomon Smith Barney Inc., Banc of
America Securities, LLC, Chase Securities Inc., Mellon Financial Markets, LLC
and SunTrust Equitable Securities Corporation.

            "Interest Payment Date" means the Stated Maturity of an installment
of interest on the Securities.

            "Investment Company Act" means the U.S. Investment Company Act of
1940, as amended.

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

            "Officers' Certificate" means a certificate signed by the Chairman
of the Board, a Vice Chairman of the Board, the President or a Vice President,
and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company, and delivered to the Trustee. One of the officers
signing an Officers' Certificate given pursuant to Section 1004 shall be the
principal executive, financial or accounting officer of the Company.

            "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be acceptable to the Trustee.

            "Original Securities" means all Securities other than Exchange
Securities.

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

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

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

                                       5
<PAGE>


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

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or of such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded. Securities so owned which have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and that
the pledgee is not the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor.

            "Paying Agent" means any Person authorized by the Company to pay the
principal of (and premium, if any) or interest on any Securities on behalf of
the Company. The Trustee is hereby authorized by the Company to act as a "Paying
Agent" for the purposes of this Indenture, until such time as the Company
notifies the Trustee in writing that such authorization is revoked.

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

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

            "Purchase Agreement" means the Purchase Agreement, dated March 9,
2001, among the Company and the Initial Purchasers.

            "Quotation Agent" has the meaning set forth in the form of the
Securities contained in Section 203.

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

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

                                       6
<PAGE>


            "Reference Treasury Dealer Quotations" has the meaning set forth in
the form of the Securities contained in Section 203.

            "Registered Securities" means the Exchange Securities and all other
Securities sold or otherwise disposed of pursuant to an effective registration
statement under the Securities Act, together with their respective Successor
Securities.

            "Registration Default" has the meaning set forth in the form of
Security contained in Section 202.

            "Registration Rights Agreement" means the Registration Rights
Agreement among the Company and the Initial Purchasers dated March 15, 2001, as
the same may be amended, supplemented or otherwise modified from time to time in
accordance with its terms.

            "Regular Record Date" for the interest payable on any Interest
Payment Date means the March 1 or September 1 (whether or not a Business Day),
as the case may be, next preceding such Interest Payment Date.

            "Regulation S" means Regulation S under the Securities Act (or any
successor provision), as it may be amended from time to time.

            "Regulation S Certificate" means a certificate substantially in the
form set forth in Annex B.

            "Regulation S Global Security" has the meaning specified in Section
201.

            "Regulation S Legend" means a legend substantially in the form of
the legend required in the form of Security set forth in Section 202 to be
placed upon each Regulation S Security.

            "Regulation S Securities" means all Securities required pursuant to
Section 305(b) to bear a Regulation S Legend. Such term includes the Regulation
S Global Security.

            "Resale Registration Statement" has the meaning set forth in the
form of the Securities contained in Section 202.

            "Restricted Global Security" has the meaning specified in Section
201.

            "Restricted Period" means the period of 41 consecutive days
beginning on and including the later of (i) the day on which Securities are
first offered to persons other than distributors (as defined in Regulation S) in
reliance on Regulation S and (ii) the day on which the closing of the offering
of Securities pursuant to the Purchase Agreement occurs.

            "Restricted Securities" means all Securities required pursuant to
Section 305(c) to bear the Restricted Securities Legend. Such term includes the
Restricted Global Security.

                                       7
<PAGE>


            "Restricted Securities Certificate" means a certificate
substantially in the form set forth in Annex A.

            "Restricted Securities Legend" means a legend substantially in the
form of the legend required in the form of Security set forth in Section 202 to
be placed upon each Restricted Security.

            "Rule 144A" means Rule 144A under the Securities Act (or any
successor provision), as it may be amended from time to time.

            "Rule 144A Securities" means all Securities initially distributed in
connection with the offering of the Securities by the Initial Purchasers in
reliance upon Rule 144A.

            "Sale/Leaseback Transaction" means, with respect to any Person, any
direct or indirect arrangement pursuant to which any real or personal property
is sold by such Person or a Subsidiary of such Person and is thereafter leased
back from the purchaser or transferee thereof by such Person or one of its
Subsidiaries.

            "Securities" means the Exchange Securities and the Original
Securities.

            "Securities Act" means the Securities Act of 1933, as amended (or
any successor act) and the rules and regulations thereunder.

            "Securities Act Legend" means the Restricted Securities Legend
and/or the Regulation S Legend.

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

            "Special Interest" has the meaning set forth in the form of Security
contained in Section 202. Unless the context otherwise requires, references
herein to "interest" on the Securities shall include Special Interest.

            "Special Interest Notice" has the meaning specified in Section 301.

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

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

            "Step-Down Date" has the meaning set forth in the form of the
Security contained in Section 202.

                                       8
<PAGE>


            "Step-Up" has the meaning set forth in the form of the Security
contained in Section 202.

            "Subsidiary" means a corporation more than 50% of the outstanding
voting stock of which is owned, directly or indirectly, by the Company or by one
or more other Subsidiaries, or by the Company and one or more other
Subsidiaries. For the purposes of this definition, "voting stock" means stock
which ordinarily has voting power for the election of directors, whether at all
times or only so long as no senior class of stock has such voting power by
reason of any contingency.

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

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

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

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

SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS.

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

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

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

                                       9
<PAGE>


            (2)   a brief statement as to the nature and scope of the
      examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based;

            (3)   a statement that, in the opinion of each such individual, he
      has made such examination or investigation as is necessary to enable him
      to express an informed opinion as to whether or not such covenant or
      condition has been complied with; and

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

SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.


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

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

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

SECTION 104.  ACTS OF HOLDERS; RECORD DATES.

            (a)   Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such


                                       10
<PAGE>


instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Company, if made in the manner provided in this Section.

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

            (c)   The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders entitled to give or take any request, demand, authorization, direction,
notice, consent, waiver or other action, or to vote on any action, authorized or
permitted to be given or taken by Holders. If not set by the Company prior to
the first solicitation of a Holder made by any Person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 701)
prior to such first solicitation or vote, as the case may be. With regard to any
record date, only the Holders on such date (or their duly designated proxies)
shall be entitled to give or take, or vote on, the relevant action.

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

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

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

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

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

                                       11
<PAGE>


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

SECTION 106.  NOTICE TO HOLDERS; WAIVER.

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

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

SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT.

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

SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

SECTION 109.  SUCCESSORS AND ASSIGNS.

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

                                       12
<PAGE>


SECTION 110.  SEPARABILITY CLAUSE.

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

SECTION 111.  BENEFITS OF INDENTURE.

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

SECTION 112.  GOVERNING LAW.

            This Indenture and the Securities shall be governed by and construed
in accordance with the laws of the State of New York.

SECTION 113.  LEGAL HOLIDAYS.

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

                                   ARTICLE TWO

                                 Security Forms

SECTION 201.  FORMS GENERALLY.

            The Securities and the Trustee's certificates of authentication
shall be in substantially the forms set forth in this Article, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may be required to comply with the rules of any securities exchange or as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities.

            Upon their original issuance, the Rule 144A Securities and the
Regulation S Securities shall be issued in the form of separate Global
Securities registered in the name of the Depositary or its nominee and deposited
with the Trustee, as custodian for the Depositary, for credit by the Depositary
to the respective accounts of beneficial owners of the Securities represented
thereby (or such other accounts as they may direct).


                                       13
<PAGE>


The Global Security representing Rule 144A Securities, together with its
Successor Securities which are Global Securities other than Regulation S Global
Securities, are collectively herein called the "Restricted Global Security". The
Global Security representing Regulation S Securities, together with its
Successor Securities which are Global Securities other than Restricted Global
Securities, are collectively herein called the "Regulation S Global Security".

            The definitive Securities shall be printed, lithographed or engraved
or produced by any combination of these methods on steel engraved borders or may
be produced in any other manner permitted by the rules of any securities
exchange on which the Securities may be listed, all as determined by the
officers executing such Securities, as evidenced by their execution of such
Securities.

SECTION 202.  FORM OF FACE OF SECURITY.

            [If the Security is a Global Security, insert the legends required
by Section 204 of the Indenture.]

            [If Restricted Securities, then insert - THIS SECURITY (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM AND IN ANY
EVENT MAY BE SOLD OR OTHERWISE TRANSFERRED ONLY IN ACCORDANCE WITH THE
INDENTURE, COPIES OF WHICH ARE AVAILABLE FOR INSPECTION AT THE CORPORATE TRUST
OFFICE OF THE TRUSTEE IN NEW YORK.

            EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. EACH HOLDER OF THIS SECURITY
REPRESENTS TO ALLEGHENY ENGERY SUPPLY COMPANY, LLC THAT (A) SUCH HOLDER WILL NOT
SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY (WITHOUT THE CONSENT OF
ALLEGHENY ENERGY SUPPLY COMPANY, LLC) OTHER THAN (I) TO A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION COMPLYING WITH RULE 144A UNDER THE
SECURITIES ACT, (II) IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, (III)
OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF
REGULATION S UNDER THE SECURITIES ACT, (IV) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, SUBJECT, IN THE CASE OF
CLAUSES (II), (III) OR (IV), TO THE RECEIPT BY ALLEGHENY ENERGY SUPPLY COMPANY,
LLC OF AN OPINION OF COUNSEL OR SUCH OTHER EVIDENCE ACCEPTABLE TO ALLEGHENY
ENERGY SUPPLY COMPANY, LLC THAT SUCH RESALE,

                                       14
<PAGE>


PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND THAT
(B)THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS SECURITY OF THE RESALE RESTRICTIONS REFERRED TO HEREIN AND
DELIVER TO THE TRANSFEREE (OTHER THAN A QUALIFIED INSTITUTIONAL BUYER) PRIOR TO
THE SALE OF A COPY OF THE TRANSFER RESTRICTIONS APPLICABLE HERETO (COPIES OF
WHICH MAY BE OBTAINED FROM THE TRUSTEE).]

            [If Regulation S Securities, then insert--THIS SECURITY HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, ANY U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER
SUCH LAWS.]

                                       15
<PAGE>


                      ALLEGHENY ENERGY SUPPLY COMPANY, LLC

                              7.80% NOTES DUE 2011

CUSIP NO.

No. __________                                                         $________

            Allegheny Energy Supply Company, LLC, a limited liability company
duly organized and existing under the laws of Delaware (herein called the
"Company", which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
__________________, or registered assigns, the principal sum of
_____________________ Dollars (which principal amount may from time to time be
increased or decreased to such other principal amounts by adjustments made on
the records of the Trustee hereinafter referred to in accordance with the
Indenture) on March 15, 2011, and to pay interest thereon from March 15, 2001 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually on March 15 and September 15 in each year
commencing September 15, 2001 at the rate of 7.80% per annum, until the
principal hereof is paid or made available for payment. [If Original Securities,
then insert: ; PROVIDED, HOWEVER, that if (i) on or prior to the 270th day
following the original issue date of the Securities, the Company's registration
statement (the "Exchange Registration Statement") under the Securities Act,
registering a security substantially identical to this Security (except that
such Security will not contain terms with respect to the Special Interest
payments described below or transfer restrictions) pursuant to an exchange offer
(the "Exchange Offer") (or, in lieu thereof, a registration statement
registering this Security for resale (a "Resale Registration Statement")) has
not become or been declared effective; or (ii) on or prior to the 315th day
following the date of original issue of the Securities, neither the Exchange
Registration Statement has been consummated nor, if applicable, the Resale
Registration Statement has been declared effective; or (iii) either the Exchange
Registration Statement or, if applicable, the Resale Registration Statement is
filed and declared effective (except as specifically permitted therein) but
shall thereafter cease to be effective without being succeeded promptly by an
additional registration statement filed and declared effective, in each case (i)
through (iii) upon the terms and conditions set forth in the Registration Rights
Agreement (each such event referred to in clauses (i) through (iii), a
"Registration Default"), then interest will accrue (in addition to any stated
interest on the Securities) (the "Step-Up") at a rate of 0.25% per annum,
determined daily, on the principal amount of the Securities, for the 90-day
period immediately following the occurrence of the Registration Default, which
rate shall be increased by 0.25% per annum at the beginning of each subsequent
90-day period (PROVIDED that the rate at which such additional interest accrues
shall not exceed 0.50% per annum in the aggregate) and interest shall be payable
at such increased rate until such time (the "Step-Down Date") as no Registration
Default is in effect (after which such interest rate will be restored to its
initial rate) or the first date the Securities become freely tradeable under
Rule 144(k) of the Securities Act. Interest accruing as a result of the Step-Up
(which shall be computed on the basis of a 365-day year and the actual number of
days elapsed) is referred to herein as "Special Interest." Accrued Special
Interest, if any, shall be paid


                                       16
<PAGE>


semi-annually on March 15 and September 15 in each year. Any accrued and unpaid
interest (including Special Interest) on this Security upon the issuance of an
Exchange Security (as defined in the Indenture) in exchange for this Security
shall cease to be payable to the Holder hereof but such accrued and unpaid
interest (including Special Interest) shall be payable on the next Interest
Payment Date for such Exchange Security to the Holder thereof on the related
Regular Record Date.]

            The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to the
Person in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest, which shall be the September 1 or March 1 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. If any
Interest Payment Date falls on a day that is not a Business Day, it shall be
postponed to the following Business Day. Any such interest not so punctually
paid or duly provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest to
be fixed by the Trustee, notice whereof shall be given to Holders of Securities
not less than 10 days prior to such Special Record Date, or be paid at any time
in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Securities may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture. Payment of the principal of (and premium, if any) and interest on
this Security will be made at the office or agency of the Company maintained for
that purpose in The City of New York, New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for payment
of public and private debts; PROVIDED, HOWEVER, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.

            If this Security is issued in the form of a Global Security,
payments of the principal of (and premium, if any) and interest on this Security
shall be made in immediately available funds to the Depositary. If this Security
is issued in certificated form, payment of the principal of (and premium, if
any) and interest on this Security will be made at the corporate trust office of
the Trustee in The City of New York, New York, maintained for such purpose, and
at any other office or agency maintained by the Company for such purpose, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts; PROVIDED, HOWEVER, that
at the option of the Company payment of interest may be made by check mailed to
the address of the Person entitled thereto as such address shall appear in the
Security Register.

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

                                       17
<PAGE>


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

            IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.

Dated:

                                            ALLEGHENY ENERGY SUPPLY COMPANY, LLC



                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:



Attest:




---------------------------------
Name:
Title:

SECTION 203.  FORM OF REVERSE OF SECURITY.

            This Security is one of a duly authorized issue of Securities of the
Company designated as its 7.80% Notes due 2011 (herein called the "Securities"),
issued under an Indenture, dated as of March 15, 2001 (herein called the
"Indenture"), between the Company and Bank One Trust Company, N.A., as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture). The Securities will be unlimited in aggregate principal amount.
The Securities will initially be issued in an aggregate principal amount of
$400,000,000. The Company may, without the consent of the Holders, create and
issue additional Securities (the "Additional Securities") ranking equally with
the Securities and otherwise similar in all respects so that the Additional
Securities shall be consolidated and form a single series with the Securities.
The Company may not issue Additional Securities if an Event of Default shall
occur and be continuing with respect to the Securities. [If Original Securities,
then insert: The Company may register a security substantially identical to this
Security (except that such Security will not contain terms with respect to the
payment of Special Interest (as described on the face of this Security) or
transfer restrictions) pursuant to an Exchange Offer or, in lieu thereof, a
Resale Registration Statement.] Reference is hereby made to the Indenture and
all indentures supplemental thereto for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company,

                                       18
<PAGE>


the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered.

            The Securities are subject to redemption upon not less than 30 nor
more than 60 days' notice by mail, at any time, as a whole or in part, at the
election of the Company, at a Redemption Price equal to the greater of (a) 100%
of the principal amount of the Securities to be redeemed, plus accrued interest
to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of
the present values of the remaining scheduled payments of principal and interest
on the Securities to be redeemed (not including any portion of payments of
interest accrued as of the Redemption Date), discounted to the Redemption Date
on a semi-annual basis at the Adjusted Treasury Rate plus 35 basis points, plus
accrued interest to the Redemption Date.

            The Redemption Price will be calculated assuming a 360-day year
consisting of twelve 30-day months.

            "Adjusted Treasury Rate" means, with respect to any Redemption Date,
the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that Redemption Date.

            "Comparable Treasury Issue" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Securities that would be used, at the time of the
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of the Securities.

            "Comparable Treasury Price" means, with respect to any Redemption
Date: (a) the average of the Reference Treasury Dealer Quotations for the
Redemption Date, after excluding the highest and lowest of the Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than three
Reference Treasury Dealer Quotations, the average of all Reference Treasury
Dealer Quotations so received.

            "Quotation Agent" means the Reference Treasury Dealer appointed by
the Company.

            "Reference Treasury Dealer" means (a) each of Salomon Smith Barney
Inc., Banc of America Securities LLC, Chase Securities Inc., Mellon Financial
Markets, LLC and SunTrust Equitable Securities Corporation and their respective
successors, unless any of them ceases to be a primary U.S. Government securities
dealer in New York City (a "Primary Treasury Dealer"), in which case the Company
shall substitute another Primary Treasury Dealer; and (b) any other Primary
Treasury Dealer selected by the Company.

            "Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined by
the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each

                                       19
<PAGE>


case as a percentage of its principal amount) quoted in writing to the Trustee
by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
business day preceding that Redemption Date.

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

            The Securities do not have the benefit of any sinking fund
obligations.

            In the event of a deposit or withdrawal of an interest in this
Security (including upon an exchange, transfer, redemption or repurchase of this
Security in part only) effected in accordance with the Applicable Procedures,
the Security Registrar, upon receipt of notice of such event from the
Depositary's custodian for this Security, shall make an adjustment on its
records to reflect an increase or decrease of the Outstanding principal amount
of this Security resulting from such deposit or withdrawal, as the case may be.

            If an Event of Default shall occur and be continuing, the principal
of all the Securities may be declared due and payable in the manner and with the
effect provided in the Indenture.

            The Indenture contains provisions for defeasance at any time of (i)
the entire indebtedness of this Security, or (ii) certain restrictive covenants
and Events of Default with respect to this Security, in each case upon
compliance with certain conditions set forth therein.

            Unless the context otherwise requires, the Original Securities (as
defined in the Indenture) and the Exchange Securities (as defined in the
Indenture) shall constitute one series for all purposes under the Indenture,
including without limitation, amendments, waivers and redemptions.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of 50%
in aggregate principal amount of the Securities at the time Outstanding. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities at the time
Outstanding, on behalf of the Holders of all the Securities, to waive compliance
by the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver
by the Holder of this Security shall be conclusive and binding upon such Holder
and upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange herefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Security.

            As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the

                                       20
<PAGE>


Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder, unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default, the Holders of not less than
25% in principal amount of the Outstanding Securities shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee
shall not have received from the Holders of a majority in principal amount of
Outstanding Securities a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of such
notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Security for the enforcement of any
payment of principal hereof or any premium or interest hereon on or after the
respective due dates expressed herein.

            No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of (and
premium, if any) and interest on this Security at the times, place and rate, and
in the coin or currency, herein prescribed.

            As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in The City of New York, New York, duly endorsed
by, or accompanied by a written instrument of transfer in form satisfactory to
the Company and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

            The Securities are issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, Securities are
exchangeable for a like aggregate principal amount of Securities of a different
authorized denomination, as requested by the Holder surrendering the same.

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

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

            Interest [if an Original Security, then insert: (other than Special
Interest)] on this Security shall be computed on the basis of a 360-day year of
twelve 30-day months.

                                       21
<PAGE>


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

SECTION 204.  ADDITIONAL PROVISIONS REQUIRED IN GLOBAL SECURITY.

            Any Global Security issued hereunder shall, in addition to the
provisions contained in Sections 202 and 203, bear a legend in substantially the
following form:

            [If a Global Security, insert--THIS SECURITY IS A GLOBAL SECURITY
WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN
THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS
SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER
THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES
DESCRIBED IN THE INDENTURE.]

            [If a Global Security to be held by The Depository Trust Company,
insert--UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY SECURITY ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.

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

                                               BANK ONE TRUST COMPANY, N.A.,
                                                                     AS TRUSTEE

                                               By:
                                                  -----------------------------
                                                             AUTHORIZED OFFICER

                                       22
<PAGE>


                                  ARTICLE THREE

                                 The Securities

SECTION 301.  TITLE AND TERMS.

            The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
will initially be issued in an aggregate principal amount of $400,000,000,
except for Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities pursuant to Section 304,
305, 306, 906 or 1108. The Company may, without the consent of the Holders,
create and issue Additional Securities ranking equally with the Securities and
otherwise similar in all respects so that the Additional Securities shall be
consolidated and form a single series with the Securities. The Trustee shall
authenticate Additional Securities upon receipt of an Officers' Certificate,
subject to Section 303, specifying the amount of Additional Securities to be
authenticated.

            The Company may issue Exchange Securities from time to time pursuant
to an Exchange Offer, in each case pursuant to a Board Resolution, subject to
Section 303, included in an Officers' Certificate delivered to the Trustee, in
authorized denominations in exchange for a like principal amount of Original
Securities. Upon any such exchange the Original Securities shall be canceled in
accordance with Section 309 and shall no longer be deemed Outstanding for any
purpose.

            The Securities shall be known and designated as the "7.80% Notes due
2011" of the Company. Their Stated Maturity shall be March 15, 2011, and they
shall bear interest from March 15, 2001, or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, as the case
may be, at a per annum interest rate of 7.80%, until the principal thereof is
paid or made available for payment; PROVIDED, HOWEVER, with respect to Original
Securities, if there has been a Registration Default, a Step-Up will occur and
the Original Securities will from then bear Special Interest until the Step-Down
Date. Accrued Special Interest, if any, shall be paid in cash in arrears
semi-annually on March 15 and September 15 in each year, and the amount of
accrued Special Interest shall be determined on the basis of a 365-day year and
the number of days actually elapsed. In connection with the cash payment of any
Special Interest, the Company shall notify the Trustee (the "Special Interest
Notice") on or before the later to occur of (i) the Regular Record Date
preceding such payment of any Special Interest, and (ii) the date on which any
such Additional Interest begins to accrue, of the amount of Special Interest to
be paid by the Company on the next Interest Payment Date. In the event of the
occurrence of a Step-Down Date during the period between the date on which the
Special Interest Notice is given and the next Interest Payment Date, the Company
shall so notify the Trustee and shall provide the Trustee with the revised
amount of Special Interest to be paid by the Company on such Interest Payment
Date.

            The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Company in The City
of New York, New York maintained for such purpose and at any other office or
agency maintained by the

                                       23
<PAGE>


Company for such purpose; PROVIDED, HOWEVER, that at the option of the Company
payment of interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register.

            If the Securities are issued in the form of a Global Security,
payments of the principal of (and premium, if any) and interest on the
Securities shall be made in immediately available funds to the Depositary. If
the Securities are issued in certificated form, the principal of and premium, if
any, and interest on the Securities shall be payable at the corporate trust
office of the Trustee in The City of New York, New York, maintained for such
purpose and at any other office or agency maintained by the Company for such
purpose; PROVIDED, HOWEVER, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled
thereto as such address shall appear in the Security Register.

            The Securities shall be redeemable as provided in Article Eleven.

            The Securities shall not have the benefit of any sinking fund
obligations.

            The Securities shall be subject to defeasance at the option of the
Company as provided in Article Twelve.

            Unless the context otherwise requires, the Original Securities and
the Exchange Securities shall constitute one series for all purposes under this
Indenture, including without limitation, amendments, waivers, redemptions and
Offers to Purchase.

SECTION 302.  DENOMINATIONS.

            The Securities shall be issuable only in registered form without
coupons and only in denominations of $1,000 and any integral multiple thereof.

SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.


            The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Secretary or one of its Assistant Secretaries. The signature of any of these
officers on the Securities may be manual or facsimile.

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

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Securities executed by the Company to
the Trustee for authentication, together with a Company Order for the
authentication and delivery of

                                       24
<PAGE>


such Securities; and the Trustee in accordance with such Company Order shall
authenticate and deliver such Securities as in this Indenture provided and not
otherwise.

            At any time and from time to time after the execution and delivery
of this Indenture, the Company may deliver Additional Securities executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities; and the Trustee in accordance
with such Company Order shall authenticate and deliver such Additional
Securities. In authenticating such Additional Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating that such
Additional Securities have been duly and validly issued in accordance with the
terms of this Indenture, and are entitled to all the rights and benefits set
forth herein.

            At any time and from time to time after the execution and delivery
of this Indenture and after the effectiveness of a Registration Statement under
the Securities Act with respect thereto, the Company may deliver Exchange
Securities executed by the Company to the Trustee for authentication, together
with a Company Order for the authentication and delivery of such Exchange
Securities and a like principal amount of Original Securities for cancellation
in accordance with Section 309 of this Indenture, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities. In
authenticating such Exchange Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

            (a)   that such Exchange Securities have been duly and validly
      issued in accordance with the terms of this Indenture, and are entitled to
      all the rights and benefits set forth herein; and

            (b)   that the issuance of the Exchange Securities in exchange for
      the Original Securities has been effected in compliance with the
      Securities Act.

            Each Security shall be dated the date of its authentication.

            No Security shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder.

SECTION 304.  TEMPORARY SECURITIES.

            Pending the preparation of definitive Securities, the Company may
execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive

                                       25
<PAGE>


Securities in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Securities may determine, as evidenced by their execution of such
Securities.

            If temporary Securities are issued, the Company will cause
definitive Securities to be prepared without unreasonable delay. After the
preparation of definitive Securities, the temporary Securities shall be
exchangeable for definitive Securities upon surrender of the temporary
Securities at any office or agency of the Company designated pursuant to Section
1002, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of authorized denominations. Until so exchanged the
temporary Securities shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities.

SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

            (a)   The Company shall cause to be kept at the Corporate Trust
Office of the Trustee a register (the register maintained in such office and in
any other office or agency designated pursuant to Section 1002 being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

            Such Security Register shall distinguish between Original Securities
and Exchange Securities.

            Subject to other provisions of this Indenture regarding restrictions
on transfer, upon surrender for registration of transfer of any Security at an
office or agency of the Company designated pursuant to Section 1002 for such
purpose, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Securities of any authorized denominations and of a like aggregate principal
amount and bearing such restrictive legends as may be required by this
Indenture.

            At the option of the Holder and subject to the other provisions of
this Section 305, Securities may be exchanged for other Securities of any
authorized denominations and of a like aggregate principal amount and bearing
the applicable legends set forth in Section 202, upon surrender of the
Securities to be exchanged at such office or agency. Whenever any Securities are
so surrendered for exchange, the Company shall execute, and the Trustee shall
authenticate and deliver, the Securities which the Holder making the exchange is
entitled to receive.

            All Securities issued upon any registration of transfer or exchange
of Securities shall be the valid obligations of the Company, evidencing the same
debt, and


                                       26
<PAGE>


entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

            Every Security presented or surrendered for registration of transfer
or for exchange shall (if so required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly executed, by the
Holder thereof or his attorney duly authorized in writing.

            No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1108 not involving any transfer.

            The Company shall not be required (i) to issue, register the
transfer of or exchange any Security during a period beginning at the opening of
business 15 days before the day of the mailing of a notice of redemption of
Securities selected for redemption under Section 1104 and ending at the close of
business on the day of such mailing, or (ii) to register the transfer of or
exchange any Security so selected for redemption in whole or in part, except the
unredeemed portion of any Security being redeemed in part.

            (b)   CERTAIN TRANSFERS AND EXCHANGES. Notwithstanding any other
provision of this Indenture or the Securities, transfers and exchanges of
Securities and beneficial interests in a Global Security of the kinds specified
in this Section 305(b) shall be made only in accordance with this Section
305(b).

                  (i)   NON-GLOBAL SECURITY TO NON-GLOBAL SECURITY. A Security
      that is not a Global Security may be transferred, in whole or in part, to
      a Person who takes delivery in the form of another Security that is not a
      Global Security as provided in Section 305(a), PROVIDED that, if the
      Security to be transferred in whole or in part is a Restricted Security,
      or is a Regulation S Security and the transfer is to occur during the
      Restricted Period, then the Trustee shall have received (i) a Restricted
      Securities Certificate, satisfactory to the Trustee and duly executed by
      the transferor Holder or his attorney duly authorized in writing, in which
      case the transferee Holder shall take delivery in the form of a Restricted
      Security or (ii) a Regulation S Certificate, satisfactory to the Trustee
      and duly executed by the transferor Holder or his attorney duly authorized
      in writing, in which case the transferee Holder or his attorney duly
      authorized in writing, in which case the transferee Holder shall take
      delivery in the form of a Regulation S Security.

                  (ii)  EXCHANGES OF BOOK-ENTRY SECURITIES FOR CERTIFICATED
      SECURITIES. A beneficial interest in a Global Security may not be
      exchanged for a Security in certificated form unless (i) DTC (x) notifies
      the Company that it is unwilling or unable to continue as Depositary for
      the Global Security or (y) has

                                       27
<PAGE>


      ceased to be a clearing agency registered under the Exchange Act, and in
      either case the Company thereupon fails to appoint a successor Depositary
      within 90 days, (ii) the Company, at its option, notifies the Trustee in
      writing that it elects to cause the issuance of the Securities in
      certificated form or (iii) there shall have occurred and be continuing an
      Event of Default or any event which after notice or lapse of time or both
      would be an Event of Default with respect to the Securities. In all cases,
      certificated Securities delivered in exchange for any Global Security or
      beneficial interests therein will be registered in the names, and issued
      in any approved denominations, requested by or on behalf of the Depositary
      (in accordance with its customary procedures). Any certificated Security
      issued in exchange for an interest in a Global Security will bear the
      legend restricting transfers that is borne by such Global Security. Any
      such exchange will be effected through the DWAC System and an appropriate
      adjustment will be made in the records of the Security Registrar to
      reflect a decrease in the principal amount of the relevant Global
      Security.

                  (iii) RESTRICTED GLOBAL SECURITY TO REGULATION S GLOBAL
      SECURITY. If the owner of a beneficial interest in the Restricted Global
      Security wishes at any time to transfer such interest to a Person who
      wishes to acquire the same in the form of a beneficial interest in the
      Regulation S Global Security, such transfer may be effected only in
      accordance with the provisions of this Section 305(b)(iii) and Section
      305(b)(v) below and subject to the Applicable Procedures. Upon receipt by
      the Trustee, as Security Registrar, of (i) an order given by the
      Depositary or its authorized representative directing that a beneficial
      interest in the Regulation S Global Security in a specified principal
      amount be credited to a specified Agent Member's account and that a
      beneficial interest in the Restricted Global Security in an equal amount
      be debited from another specified Agent Member's account and (ii) a
      Regulation S Certificate, satisfactory to the Trustee and duly executed by
      the Holder of such Restricted Global Security or his attorney in fact duly
      authorized in writing, then the Trustee, as Security Registrar but subject
      to Section 305(b)(v) below, shall reduce the principal amount of such
      Restricted Global Security and increase the principal amount of such
      Regulation S Global Security by such specified principal amount.

                  (iv)  REGULATION S GLOBAL SECURITY TO RESTRICTED GLOBAL
      SECURITY. If the owner of a beneficial interest in the Regulation S Global
      Security wishes at any time to transfer such interest to a Person who
      wishes to acquire the same in the form of a beneficial interest in the
      Restricted Global Security, such transfer may be effected only in
      accordance with this Section 305 (b)(iv) and subject to the Applicable
      Procedures. Upon receipt by the Trustee, as Security Registrar, of (i) an
      order given by the Depositary or its authorized representative directing
      that a beneficial interest in the Restricted Global Security in a
      specified principal amount be credited to a specified Agent Member's
      account and that a beneficial interest in the Regulation S Global Security
      in an equal principal amount be debited from another specified Agent
      Member's account and (ii) if such transfer is to occur during the
      Restricted Period, a Restricted Securities Certificate, satisfactory to
      the Trustee and duly executed by the Holder of such Regulation S

                                       28
<PAGE>


      Global Security or his attorney in fact duly authorized in writing, then
      the Trustee, as Security Registrar, shall reduce the principal amount of
      such Regulation S Global Security and increase the principal amount of
      such Restricted Global Security by such specified principal amount.

                  (v)   REGULATION S GLOBAL SECURITY TO BE HELD THROUGH
      EUROCLEAR OR CLEARSTREAM DURING RESTRICTED PERIOD. The Company shall use
      its best efforts to cause the Depositary to ensure that, until the
      expiration of the Restricted Period, beneficial interests in the
      Regulation S Global Security may be held only in or through accounts
      maintained at the Depositary by Euroclear and Clearstream (or by Agent
      Members acting for the account thereof), and no person shall be entitled
      to effect any transfer or exchange that would result in any such interest
      being held otherwise than in or through such an account; PROVIDED that
      this Section 305(b)(v) shall not prohibit any transfer or exchange of such
      an interest in accordance with Section 305(b)(iv) above.

            (c)   SECURITIES ACT LEGENDS. Rule 144A Securities and their
Successor Securities shall bear the Restricted Securities Legend and Regulation
S Securities and their Successor Securities shall bear the Regulation S Legend,
subject to the following:

                  (i)   subject to the following Clauses of this Section 305(c),
      a Security or any portion thereof which is exchanged, upon transfer or
      otherwise, for a Global Security or any portion thereof shall bear the
      Securities Act Legend borne by such Global Security while represented
      thereby;

                  (ii)  subject to the following Clauses of this Section 305(c),
      a new Security which is not a Global Security and is issued in exchange
      for another Security (including a Global Security) or any portion thereof,
      upon transfer or otherwise, shall bear the Securities Act Legend borne by
      such other Security, PROVIDED that, if such new Security is required
      pursuant to Section 305(b)(ii) to be issued in the form of a Restricted
      Security, it shall bear the Restricted Securities Legend and, if such new
      Security is so required to be issued in the form of a Regulation S
      Security, it shall bear the Regulation S Legend;

                  (iii) a new Security which does not bear a Securities Act
      Legend may be issued in exchange for or in lieu of a Security (other than
      a Global Security) or any portion thereof which bears such a legend if, in
      the Company's judgment, placing such a legend upon such new Security is
      not necessary to ensure compliance with the registration requirements of
      the Securities Act, and the Trustee, at the direction of the Company,
      shall authenticate and deliver such a new Security as provided in this
      Article Three; and

                  (iv)  notwithstanding the foregoing provisions of this Section
      305(c), a Successor Security of a Security that does not bear a particular
      form of Securities Act Legend shall not bear such form of legend unless
      the Company has reasonable cause to believe that such Successor Security
      is a "restricted security" within the meaning of Rule 144, in which case
      the Trustee, at the direction of the

                                       29
<PAGE>


      Company, shall authenticate and deliver a new Security bearing the
      Restricted Securities Legend in exchange for such Successor Security as
      provided in this Article Three.

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

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

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

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

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

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

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

SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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

                                       30
<PAGE>


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

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

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

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

                                       31
<PAGE>


SECTION 308.  PERSONS DEEMED OWNERS.

            Prior to due presentment of a Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name such Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and premium, if
any) and (subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

SECTION 309.  CANCELLATION.

            All Securities surrendered for payment, redemption, registration of
transfer or exchange shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee and shall be promptly cancelled by it. The Company
may at any time deliver to the Trustee for cancellation any Securities
previously authenticated and delivered hereunder which the Company may have
acquired in any manner whatsoever, and all Securities so delivered shall be
promptly cancelled by the Trustee. No Securities shall be authenticated in lieu
of or in exchange for any Securities cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Securities held
by the Trustee shall be disposed of as directed by a Company Order.

SECTION 310.  COMPUTATION OF INTEREST.

            Interest on the Securities shall be computed on the basis of a
360-day year of twelve 30-day months, except that Special Interest shall be
computed on the basis of a 365-day year and the actual number of days elapsed.

SECTION 311. CUSIP NUMBERS.

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

                                  ARTICLE FOUR

                           Satisfaction and Discharge

SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE.

            This Indenture shall cease to be of further effect (except as to any
surviving rights of registration of transfer or exchange of Securities herein
expressly

                                       32
<PAGE>


provided for), and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture, when

            (1)   either

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

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

            (i)   have become due and payable, or

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

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

            and the Company, in the case of (i), (ii) or (iii) above, has
            deposited or caused to be deposited with the Trustee as trust funds
            in trust sufficient cash or Government Securities for the purpose an
            amount sufficient to pay and discharge the entire indebtedness on
            such Securities not theretofore delivered to the Trustee for
            cancellation, for principal (and premium, if any) and interest to
            the date of such deposit (in the case of Securities which have
            become due and payable) or to the Stated Maturity or Redemption
            Date, as the case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

                                       33
<PAGE>


SECTION 402.  APPLICATION OF TRUST MONEY.

            Subject to the provisions of the last paragraph of Section 1003, all
money deposited with the Trustee pursuant to Section 401 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the
Trustee.

                                  ARTICLE FIVE

                                    Remedies

SECTION 501.  EVENTS OF DEFAULT.

            "Event of Default", wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

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

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

            (3)   default in the performance, or breach, of any covenant or
      warranty of the Company in this Indenture (other than a covenant or
      warranty a default in whose performance or whose breach is elsewhere in
      this Section specifically dealt with), and continuance of such default or
      breach for a period of 60 days after there has been given, by registered
      or certified mail, to the Company by the Trustee or to the Company and the
      Trustee by the Holders of at least 25% in principal amount of the
      Outstanding Securities a written notice specifying such default or breach
      and requiring it to be remedied and stating that such notice is a "Notice
      of Default" hereunder; or

            (4)   an event of default, as defined in any of the Company's
      instruments under which there may be issued, or by which there may be
      secured or evidenced, any Indebtedness of the Company that has resulted in
      the acceleration of such Indebtedness, or any default occurring in payment
      of any such Indebtedness at final maturity (and after the expiration of
      any applicable grace periods), other than such Indebtedness the principal
      of, and interest on which, does not individually, or in the aggregate,
      exceed $25,000,000; or

                                       34
<PAGE>


            (5)   one or more final judgments, decrees or orders of any court,
      tribunal, arbitrator, administrative or other governmental body or similar
      entity for the payment of money is rendered against the Company or any of
      its properties in an aggregate amount in excess of $25,000,000 (excluding
      the amount covered by insurance) and such judgment, decree or order
      remains unvacated, undischarged and unstayed for more than 60 consecutive
      days, except while being contested in good faith by appropriate
      proceedings; or

            (6)   the entry by a court having jurisdiction in the premises of
      (A) a decree or order for relief in respect of the Company in an
      involuntary case or proceeding under any applicable federal or State
      bankruptcy, insolvency, reorganization or other similar law or (B) a
      decree or order adjudging the Company a bankrupt or insolvent, or
      approving as properly filed a petition seeking reorganization,
      arrangement, adjustment or composition of or in respect of the Company
      under any applicable federal or State law, or appointing a custodian,
      receiver, liquidator, assignee, trustee, sequestrator or other similar
      official of the Company or of any substantial part of its property, or
      ordering the winding up or liquidation of its affairs, and the continuance
      of any such decree or order for relief or any such other decree or order
      unstayed and in effect for a period of 60 consecutive days; or

            (7)   the commencement by the Company of a voluntary case or
      proceeding under any applicable federal or State bankruptcy, insolvency,
      reorganization or other similar law or of any other case or proceeding to
      be adjudicated a bankrupt or insolvent, or the consent by it to the entry
      of a decree or order for relief in respect of the Company in an
      involuntary case or proceeding under any applicable federal or State
      bankruptcy, insolvency, reorganization or other similar law or to the
      commencement of any bankruptcy or insolvency case or proceeding against
      it, or the filing by it of a petition or answer or consent seeking
      reorganization or relief under any applicable federal or State law, or the
      consent by it to the filing of such petition or to the appointment of or
      taking possession by a custodian, receiver, liquidator, assignee, trustee,
      sequestrator or other similar official of the Company or of any
      substantial part of its property, or the making by it of an assignment for
      the benefit of creditors, or the admission by it in writing of its
      inability to pay its debts generally as they become due, or the taking of
      corporate action by the Company in furtherance of any such action.

SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.


            If an Event of Default occurs and is continuing, then and in every
such case the Trustee or the Holders of not less than 25% in principal amount of
the Outstanding Securities may declare the principal of all the Securities to be
due and payable immediately, by a notice in writing to the Company (and to the
Trustee if given by Holders), and upon any such declaration such principal shall
become immediately due and payable.

                                       35
<PAGE>


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

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

                  (A)   all overdue interest on all Securities,

                  (B)   the principal of (and premium, if any, on) any
      Securities which have become due otherwise than by such declaration of
      acceleration and interest thereon at the rate borne by the Securities,

                  (C)   to the extent that payment of such interest is lawful,
      interest upon overdue interest at the rate borne by the Securities, and

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

and

            (2)   all Events of Default, other than the non-payment of the
      principal of Securities which have become due solely by such declaration
      of acceleration, have been cured or waived as provided in Section 513.

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

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

            The Company covenants that if

            (1)   default is made in the payment of any interest on any Security
      when such interest becomes due and payable and such default continues for
      a period of 30 days, or

            (2)   default is made in the payment of the principal of (or
      premium, if any, on) any Security at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal (and premium, if any) and interest, and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) and on any overdue interest, at the rate
borne by the Securities, and, in addition thereto, such further amount as shall
be sufficient to cover the costs and expenses of collection,

                                       36
<PAGE>


including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

            If an Event of Default occurs and is continuing, the Trustee may in
its discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM.

            In case of any judicial proceeding relative to the Company (or any
other obligor upon the Securities), its property or its creditors, the Trustee
shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 607.

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

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

            All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

SECTION 506.  APPLICATION OF MONEY COLLECTED.

            Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon

                                       37
<PAGE>


presentation of the Securities and the notation thereon of the payment if only
partially paid and upon surrender thereof if fully paid:

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

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

SECTION 507.  LIMITATION ON SUITS.

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

            (1)   such Holder has previously given written notice to the Trustee
      of a continuing Event of Default;

            (2)   the Holders of not less than 25% in principal amount of the
      Outstanding Securities shall have made written request to the Trustee to
      institute proceedings in respect of such Event of Default in its own name
      as Trustee hereunder;

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

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

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

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

                                       38
<PAGE>


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

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

SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.

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

SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.

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

SECTION 511.  DELAY OR OMISSION NOT WAIVER.

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

SECTION 512.  CONTROL BY HOLDERS.

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

                                       39
<PAGE>


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

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

SECTION 513.  WAIVER OF PAST DEFAULTS.

            The Holders of not less than a majority in principal amount of the
Outstanding Securities may on behalf of the Holders of all the Securities waive
any past default hereunder and its consequences, except a default

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

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

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

SECTION 514.  UNDERTAKING FOR COSTS.

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

SECTION 515.  WAIVER OF STAY OR EXTENSION LAWS.

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

                                       40
<PAGE>


                                   ARTICLE SIX

                                   The Trustee

SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES.

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

SECTION 602.  NOTICE OF DEFAULTS.

            The Trustee shall give the Holders notice of any default of which
the Trustee has actual knowledge within 90 days after a default occurs hereunder
as and to the extent provided by the Trust Indenture Act; PROVIDED, HOWEVER,
that in the case of any default of the character specified in Section 501(3), no
such notice to Holders shall be given until at least 30 days after the
occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default.

SECTION 603.  CERTAIN RIGHTS OF TRUSTEE.

            Subject to the provisions of Section 601:

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

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

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

            (d)   the Trustee may consult with counsel and the written advice of
such counsel or any Opinion of Counsel shall be full and complete authorization
and

                                       41
<PAGE>


protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

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

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

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

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

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

SECTION 605.  MAY HOLD SECURITIES.

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

SECTION 606.  MONEY HELD IN TRUST.

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

                                       42
<PAGE>


SECTION 607.  COMPENSATION AND REIMBURSEMENT.

            The Company agrees

            (1)   to pay to the Trustee from time to time reasonable
      compensation for all services rendered by it hereunder (which compensation
      shall not be limited by any provision of law in regard to the compensation
      of a trustee of an express trust);

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

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

SECTION 608.  DISQUALIFICATION; CONFLICTING INTERESTS.

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

SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

            There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000 and its Corporate
Trust Office in The City of New York. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

            (a)   No resignation or removal of the Trustee and no appointment of
a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 611.

                                       43
<PAGE>


            (b)   The Trustee may resign at any time by giving written notice
thereof to the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within 30 days after the giving of
such notice of resignation, the resigning Trustee may petition any court of
competent jurisdiction for the appointment of a successor Trustee.

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

            (d)   If at any time:

                  (i)   the Trustee shall fail to comply with Section 608 after
      written request therefor by the Company or by any Holder who has been a
      bona fide Holder of a Security for at least six months, or

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

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

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

            (e)   If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become the
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

            (f)   The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee to all
Holders in the

                                       44
<PAGE>


manner provided in Section 106. Each notice shall include the name of the
successor Trustee and the address of its Corporate Trust Office.

SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

            Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder. Upon request of any such successor
Trustee, the Company shall execute any and all instruments for more fully and
certainly vesting in and confirming to such successor Trustee all such rights,
powers and trusts.

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

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

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

SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

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

                                       45
<PAGE>


                                  ARTICLE SEVEN

                Holders' Lists and Reports by Trustee and Company

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

            The Company will furnish or cause to be furnished to the Trustee

            (a)   semi-annually, not more than 15 days after each Regular Record
Date, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of such Regular Record Date, and

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

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

SECTION 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

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

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

            (c)   Every Holder of Securities, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the Trustee
nor any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

SECTION 703.  REPORTS BY TRUSTEE.

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

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

                                       46
<PAGE>


SECTION 704.  REPORTS BY COMPANY.

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

            (b)   For so long as any Securities are deemed to be "restricted
securities", as defined in Rule 144 under the Securities Act, and the Company is
neither subject to Section 13 or Section 15(d) of the Exchange Act nor exempt
from reporting pursuant to Rule 12g3-2(b) thereunder, the Company shall furnish
to Holders of the Securities and to prospective purchasers of those Securities
designated by such Holders, upon request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

                                  ARTICLE EIGHT

              Consolidation, Merger, Conveyance, Transfer or Lease

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

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

                  (i)   in case the Company shall consolidate with or merge into
      another Person or convey, transfer or lease its properties and assets
      substantially as an entirety to any Person, the Person formed by such
      consolidation or into which the Company is merged or the Person which
      acquires by conveyance or transfer, or which leases, the properties and
      assets of the Company substantially as an entirety shall be a corporation,
      partnership or trust, shall be organized and validly existing under the
      laws of the United States of America, any State thereof or the District of
      Columbia and shall expressly assume, by an indenture supplemental hereto,
      executed and delivered to the Trustee, in form satisfactory to the
      Trustee, the due and punctual payment of the principal of (and premium, if
      any) and interest on all the Securities and the performance or observance
      of every covenant of this Indenture on the part of the Company to be
      performed or observed;

                  (ii)  immediately prior to and after giving effect to such
      transaction and treating any indebtedness which becomes an obligation of
      the Company or a Subsidiary as a result of such transaction as having been
      incurred by the Company or such Subsidiary at the time of such
      transaction, no Event of

                                       47
<PAGE>


      Default, and no event which, after notice or lapse of time or both, would
      become an Event of Default, shall have happened and be continuing.

SECTION 802.  SUCCESSOR SUBSTITUTED.

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

                                  ARTICLE NINE

                             Supplemental Indentures

SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

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

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

            (2)   to add to the covenants of the Company for the benefit of the
      Holders, or to surrender any right or power herein conferred upon the
      Company; or

            (3)   to secure the Securities; or

            (4)   to cure any ambiguity, to correct or supplement any provision
      herein which may be inconsistent with any other provision herein, or to
      make any other provisions with respect to matters or questions arising
      under this Indenture which shall not be inconsistent with the provisions
      of this Indenture, PROVIDED that such action pursuant to this Clause (4)
      shall not adversely affect the interests of the Holders in any material
      respect.

SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

            With the consent of the Holders of not less than 50% in principal
amount of the Outstanding Securities, by Act of said Holders delivered to the
Company and the Trustee, the Company, when authorized by a Board Resolution, and
the Trustee may

                                       48
<PAGE>


enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders under this Indenture; PROVIDED, HOWEVER, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
affected thereby,

            (1)   change the Stated Maturity of the principal of, or any
      installment of interest on, any Security, or reduce the principal amount
      thereof or the rate of interest thereon or any premium payable upon the
      redemption thereof, or change the place of payment where, or the coin or
      currency in which, any Security or any premium or interest thereon is
      payable, or impair the right to institute suit for the enforcement of any
      such payment on or after the Stated Maturity thereof (or, in the case of
      redemption, on or after the Redemption Date), or

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

            (3)   modify any of the provisions of this Section or Section 513
      except to increase any such percentage or to provide that certain other
      provisions of this Indenture cannot be modified or waived without the
      consent of the Holder of each Outstanding Security affected thereby.

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

SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES.

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

SECTION 904.  EFFECT OF SUPPLEMENTAL INDENTURES.

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

                                       49
<PAGE>


SECTION 905.  CONFORMITY WITH TRUST INDENTURE ACT.

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

SECTION 906.  REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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

                                   ARTICLE TEN

                                    Covenants

SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

            The Company will duly and punctually pay the principal of (and
premium, if any) and interest on the Securities in accordance with the terms of
the Securities and this Indenture.

SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY.

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

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

                                       50
<PAGE>


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

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

            Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of (and premium, if any) or interest on
any Securities, deposit with a Paying Agent a sum sufficient to pay such amount,
such sum to be held as provided by the Trust Indenture Act, and (unless such
Paying Agent is the Trustee) the Company will promptly notify the Trustee of its
action or failure so to act.

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

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

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

                                       51
<PAGE>


SECTION 1004.  STATEMENT BY OFFICERS AS TO DEFAULT.

            The Company will deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

SECTION 1005.  EXISTENCE.

            Subject to Article Eight, the Company will do or cause to be done
all things necessary to preserve and keep in full force and effect its
existence, rights (charter and statutory) and franchises; PROVIDED, HOWEVER,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

SECTION 1006.  MAINTENANCE OF PROPERTIES.

            The Company will cause all properties used or useful in the conduct
of its business or the business of any Subsidiary to be maintained and kept in
good condition, repair and working order and supplied with all necessary
equipment and will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof, all as in the judgment of
the Company may be necessary so that the business carried on in connection
therewith may be properly and advantageously conducted at all times; PROVIDED,
HOWEVER, that nothing in this Section shall prevent the Company from
discontinuing the operation or maintenance of any of such properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business or the business of any Subsidiary and not disadvantageous in any
material respect to the Holders.

SECTION 1007.  PAYMENT OF TAXES AND OTHER CLAIMS.

            The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, might by
law become a lien upon the property of the Company or any Subsidiary; PROVIDED,
HOWEVER, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim whose amount,
applicability or validity is being contested in good faith by appropriate
proceedings.

                                       52
<PAGE>


SECTION 1008.  RESTRICTIONS ON CERTAIN LIENS.

            The Company will not, and will not permit any Subsidiary to, issue,
assume, guarantee or permit to exist any Indebtedness secured by any lien on any
property of the Company or a Subsidiary, whether owned on the date that the
Securities are issued or thereafter acquired, without in any such case
effectively securing the Outstanding Securities (together with, if the Company
shall so determine, any other Indebtedness of or guaranteed by the Company
ranking equally with the Securities) equally and ratably with such Indebtedness
(but only so long as such Indebtedness is so secured); PROVIDED, HOWEVER, that
the foregoing restriction shall not apply to the following permitted liens:

                  (i)    pledges or deposits in the ordinary course of business
      in connection with trading in electricity and other forms of energy, as
      well as those related to financial or other hedging obligations, and in
      connection with bids, tenders, contracts or statutory obligations or to
      secure surety or performance bonds,

                  (ii)   liens imposed by law, such as carriers', warehousemen's
      and mechanics' liens, arising in the ordinary course of business,

                  (iii)  liens for property taxes being contested in good faith,

                  (iv)   minor encumbrances, easements or reservations which do
      not in the aggregate materially adversely affect the value of the
      properties or impair their use,

                  (v)    liens on any property existing at the time of
      acquisition thereof (which liens may also extend to subsequent repairs,
      alterations and improvements to such property),

                  (vi)   liens on property existing at the time of acquisition
      thereof by the Company or a Subsidiary, or to secure any indebtedness
      incurred by the Company or a Subsidiary prior to, at the time of, or
      within 270 days after the later of the acquisition, the completion of
      construction (including any improvements on an existing property) or the
      commencement of commercial operation of the property, which indebtedness
      is incurred for the purpose of financing all or any part of the purchase
      price or construction or improvements; PROVIDED, HOWEVER, that in the case
      of any such acquisition, construction or improvement the lien shall not
      apply to any property previously owned by the Company or a Subsidiary,

                  (vii)  liens, if any, in existence on the date that the
      Securities are issued,

                  (viii) mortgages securing obligations issued by a state,
      territory or possession of the United States, or any political subdivision
      of any of the foregoing or the District of Columbia, to finance the
      acquisition or construction of property, and on which the interest is not,
      in the opinion of tax counsel of


                                       53
<PAGE>


      recognized standing or in accordance with a ruling issued by the Internal
      Revenue Service, includible in gross income of the holder by reason of
      Section 103(a)(1) of the Internal Revenue Code (or any successor to such
      provision) as in effect at the time of the issuance of such obligations,

                  (ix)  other liens to secure Indebtedness so long as the amount
      of outstanding Indebtedness secured by liens pursuant to this provision
      does not exceed 30% of the Company's consolidated assets, or

                  (x)   liens granted in connection with extending, renewing,
      replacing or refinancing any of the Indebtedness (so long as there is no
      increase in the principal amount of the Indebtedness) described in the
      foregoing clauses (v) through (ix) above.

            In the event that the Company shall propose to pledge, mortgage or
hypothecate any property, other than as permitted by clauses (i) through (x) of
the previous paragraph, the Company shall (prior thereto) give written notice
thereof to the Trustee, who shall give notice to the Holders, and the Company
shall, prior to or simultaneously with such pledge, mortgage or hypothecation,
effectively secure all the Securities equally and ratably with such
Indebtedness.

SECTION 1009.  LIMITATION ON SALE/LEASEBACK TRANSACTIONS.

                  The Company shall not, and shall not permit any Subsidiary to,
      directly or indirectly, enter into any Sale/Leaseback Transaction unless:

                  (i)   the Sale/Leaseback Transaction is entered into prior to,
      concurrently with or within 270 days after the acquisition, the completion
      of construction (including any improvements on an existing property) or
      the commencement of commercial operations of the property; or

                  (ii)  the Company or any Subsidiary could otherwise grant a
      lien on the property as a permitted lien described in Section 1008. In
      determining whether the Company or a Subsidiary could have granted a lien
      on a property the subject of a Sale/Leaseback Transaction pursuant to
      Section 1008(ix), the amount of Indebtedness being secured shall be deemed
      to be equal to the amount capitalized, under generally accepted accounting
      principles, in respect of the lease involved in such Sale/Leaseback
      transaction.

                                 ARTICLE ELEVEN

                            Redemption of Securities

SECTION 1101.  RIGHT OF REDEMPTION.

            The Securities may be redeemed at the election of the Company, as a
whole or from time to time in part, at the Redemption Price equal to the greater
of (a) 100% of the principal amount of the Securities to be redeemed, plus
accrued interest

                                       54
<PAGE>


to the Redemption Date, or (b) as determined by the Quotation Agent, the sum of
the present values of the remaining scheduled payments of principal and interest
on the Securities to be redeemed (not including any portion of payments of
interest accrued as of the Redemption Date), discounted to the Redemption Date
on a semi-annual basis at the Adjusted Treasury Rate plus 35 basis points, plus
accrued interest to the Redemption Date.

SECTION 1102.  APPLICABILITY OF ARTICLE.

            Redemption of Securities at the election of the Company, as
permitted by any provision of this Indenture, shall be made in accordance with
such provision and this Article.

SECTION 1103.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.

            The election of the Company to redeem any Securities pursuant to
Section 1101 shall be evidenced by a Board Resolution. In case of any redemption
at the election of the Company of less than all the Securities, the Company
shall, at least 60 days prior to the Redemption Date fixed by the Company
(unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities to be
redeemed.

SECTION 1104.  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

            If less than all the Securities are to be redeemed, the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of portions
(equal to $1,000 or any integral multiple thereof) of the principal amount of
Securities of a denomination larger than $1,000.

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

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

SECTION 1105.  NOTICE OF REDEMPTION.

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

                                       55
<PAGE>


            All notices of redemption shall state:

            (1)   the Redemption Date,

            (2)   the Redemption Price,

            (3)   if less than all the Outstanding Securities are to be
      redeemed, the identification (and, in the case of partial redemption of
      any Securities, the principal amounts) of the particular Securities to be
      redeemed,

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

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

            (6)   that in the case that a Security is only redeemed in part, the
      Company shall execute and the Trustee shall authenticate and deliver to
      the Holder of such Security without service charge, a new Security or
      Securities in an aggregate amount equal to the unredeemed portion of the
      Security,

            (7)   the aggregate principal amount of Securities being redeemed,
      and

            (8)   the CUSIP number or numbers of the Securities being redeemed.

            Notice of redemption of Securities to be redeemed at the election of
the Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

SECTION 1106.  DEPOSIT OF REDEMPTION PRICE.

            Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 1003) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

SECTION 1107.  SECURITIES PAYABLE ON REDEMPTION DATE.

            Notice of redemption having been given as aforesaid, the Securities
so to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security shall
be paid by the Company at the Redemption Price, together with accrued interest
to the Redemption Date; PROVIDED, HOWEVER, that installments of interest whose
Stated Maturity is on or prior to the Redemption Date shall


                                       56
<PAGE>


be payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

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

SECTION 1108.  SECURITIES REDEEMED IN PART.

            Any Security which is to be redeemed only in part shall be
surrendered at an office or agency of the Company designated for that purpose
pursuant to Section 1002 (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Security so surrendered. If a
Global Security is so surrendered, such new Security shall also be a Global
Security.

                                 ARTICLE TWELVE

                       Defeasance and Covenant Defeasance

SECTION 1201.  COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

            The Company may elect, at its option at any time, to have Section
1202 or Section 1203 applied to the Securities pursuant to such Section 1202 or
1203 and upon compliance with the conditions set forth below in this Article.

SECTION 1202.  DEFEASANCE AND DISCHARGE.

            Upon the Company's exercise of its option to have this Section
applied to the Securities, the Company shall be deemed to have been discharged
from its obligations, with respect to the Securities on and after the date the
conditions set forth in Section 1204 are satisfied (hereinafter called
"Defeasance"). For this purpose, such Defeasance means that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by the
Securities and to have satisfied all its other obligations under the Securities
and this Indenture (and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging the same), subject to the following
which shall survive until otherwise terminated or discharged hereunder: (1) the
rights of Holders of the Securities to receive, solely from the trust fund
described in Section 1204 and as more fully set forth in such Section, payments
in respect of the principal of and any premium and interest on such Securities
when payments are due, (2) the Company's obligations with respect to such
Securities under Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (4) this Article.
Subject to compliance with this Article, the Company may

                                       57
<PAGE>


exercise its option to have this Section applied to the Securities
notwithstanding the prior exercise of its option to have Section 1203 applied to
the Securities.

SECTION 1203.  COVENANT DEFEASANCE.

            Upon the Company's exercise of its option to have this Section
applied to the Securities, (1) the Company shall be released from any term,
provision or condition provided in pursuant to Article Eight and Sections 1006
and 1007, and any covenants provided pursuant to Section 901(2) for the benefit
of the Holders of such Securities and (2) the occurrence of any event specified
in Section 501(3) shall be deemed not to be or result in an Event of Default on
and after the date the conditions set forth in Section 1204 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to the Securities, the Company may omit to
comply with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 501(3)) whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or Article or by reason of any
reference in any such Section or Article to any other provision herein or in any
other document, but the remainder of this Indenture shall be unaffected thereby.

SECTION 1204.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

            The following shall be the conditions to the application of Section
1202 or Section 1203 to the Securities:

            (1)   The Company shall irrevocably have deposited or caused to be
      deposited with the Trustee as trust funds in trust for the purpose of
      making the following payments, specifically pledged as security for, and
      dedicated solely to, the benefits of the Holders of the Securities, (A)
      money in an amount, or (B) Government Securities which through the
      scheduled payment of principal and interest in respect thereof in
      accordance with their terms will provide, not later than one day before
      the due date of any payment, money in an amount, or (C) a combination
      thereof, in each case sufficient to pay and discharge, and which shall be
      applied by the Trustee (or any such other qualifying trustee) to pay and
      discharge, the principal of and any premium and interest on the Securities
      on the Stated Maturity, in accordance with the terms of this Indenture and
      the Securities.

            (2)   In the event of an election to have Section 1202 apply to the
      Securities, the Company shall have delivered to the Trustee an Opinion of
      Counsel stating that (A) the Company has received from, or there has been
      published by, the Internal Revenue Service a ruling or (B) since the date
      of this instrument, there has been a change in the applicable federal
      income tax law, in either case (A) or (B) to the effect that, and based
      thereon such opinion shall confirm that, the Holders of the Securities
      will not recognize gain or loss for federal income tax purposes as a
      result of the deposit, Defeasance and discharge to be effected with
      respect to the Securities and will be subject to federal income

                                       58
<PAGE>


      tax on the same amounts, in the same manner and at the same times as would
      be the case if such deposit, Defeasance and discharge were not to occur.

            (3)   In the event of an election to have Section 1203 apply to the
      Securities, the Company shall have delivered to the Trustee an Opinion of
      Counsel to the effect that the Holders of the Securities will not
      recognize gain or loss for federal income tax purposes as a result of the
      deposit and Covenant Defeasance to be effected with respect to the
      Securities and will be subject to federal income tax on the same amounts,
      in the same manner and at the same times as would be the case if such
      deposit and Covenant Defeasance were not to occur.

            (4)   No event which is, or after notice or lapse of time or both
      would become, an Event of Default with respect to the Securities shall
      have occurred and be continuing at the time of such deposit or, with
      regard to any such event specified in Sections 501(4) and 501(5), at any
      time on or prior to the 91st day after the date of such deposit (it being
      understood that this condition shall not be deemed satisfied until after
      such 91st day).

            (5)   Such Defeasance or Covenant Defeasance shall not cause the
      Trustee to have a conflicting interest within the meaning of the Trust
      Indenture Act (assuming all Securities are in default within the meaning
      of such Act).

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

            (7)   Such Defeasance or Covenant Defeasance shall not result in the
      trust arising from such deposit constituting an investment company within
      the meaning of the Investment Company Act unless such trust shall be
      registered under such Act or exempt from registration thereunder.

            (8)   The Company shall deliver to the Trustee an Officers'
      Certificate stating that the deposit was not made by the Company with the
      intent of preferring the Holders of the Securities over the other
      creditors of the Company, or with the intent of defeating, hindering,
      delaying or defaulting creditors of the Company or others.

            (9)   The Company shall have delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel (which Opinion of Counsel may be
      subject to customary assumptions and exclusions), each stating that all
      conditions precedent with respect to such Defeasance or Covenant
      Defeasance have been complied with.

                                       59
<PAGE>


SECTION 1205.  DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST;
               MISCELLANEOUS PROVISIONS.

            Subject to the provisions of the last paragraph of Section 1003, all
money and Government Securities (including the proceeds thereof) deposited with
the Trustee pursuant to Section 1204 in respect of the Securities shall be held
in trust and applied by the Trustee, in accordance with the provisions of the
Securities and this Indenture, to the payment, either directly or through any
such Paying Agent as the Trustee may determine, to the Holders of the
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the Government Securities
deposited pursuant to Section 1204 or the principal and interest received in
respect thereof.

            Anything in this Article to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Securities held by it as provided in Section
1204 with respect to the Securities which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect the Defeasance or
Covenant Defeasance, as the case may be, with respect to the Securities.

SECTION 1206.  REINSTATEMENT.

            If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to the Securities by reason of any
order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, then the obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article with respect to the Securities,
until such time as the Trustee or Paying Agent is permitted to apply all money
held in trust pursuant to Section 1205 with respect to the Securities in
accordance with this Article; PROVIDED, HOWEVER, that if the Company makes any
payment of principal of or any premium or interest on any Security following
such reinstatement of its obligations, the Company shall be subrogated to the
rights (if any) of the Holders of such Securities to receive such payment from
the money so held in trust.

                                       60
<PAGE>


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

                                               ALLEGHENY ENERGY SUPPLY
                                               COMPANY, LLC



                                               By:    /s/ Thomas K. Henderson
                                                  -----------------------------
                                                  Name:   Thomas K. Henderson
                                                  Title:  Vice President



Attest:


 /s/       Marleen L. Brooks
-----------------------------
Name:      Marleen L. Brooks
Title:     Secretary



                                               BANK ONE TRUST COMPANY, N.A.



                                               By: /s/     Michael D. Pinzon
                                                  -----------------------------
                                                  Name:    Michael D. Pinzon
                                                  Title:   Authorized Signatory



Attest:



/s/      Sandra Whalen
-----------------------------
Name:    Sandra Whalen
Title:   Authorized Officer

                                       61
<PAGE>


                                                   ANNEX A -- Form of Restricted
                                                          Securities Certificate

                        RESTRICTED SECURITIES CERTIFICATE

                           (For transfers pursuant to
                  Section 305(b)(i) and (iv) of the Indenture)



Bank One Trust Company, N.A.,
  as Trustee
153 West 51st Street,
5th Floor,
New York, New York 10019

Attention:  Corporate Trust Administration

      Re:   7.80% Notes due 2011
            of Allegheny Energy Supply Company, LLC
            (the "Securities")
            ---------------------------------------

            Reference is made to the Indenture, dated as of March 15, 2001 (the
"Indenture"), between Allegheny Energy Supply Company, LLC (the "Company") and
Bank One Trust Company, N.A., as Trustee. Terms used herein and defined in the
Indenture or in Rule 144 under the U.S. Securities Act of 1933, as amended (the
"Securities Act") are used herein as so defined.

            This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

            CUSIP No(s).

            CERTIFICATE No(s). _____________________

The person in whose name this certificate is executed below (the "Undersigned")
hereby certifies that (i) it is the sole beneficial owner of the Specified
Securities, (ii) it is acting on behalf of all the beneficial owners of the
Specified Securities and is duly authorized by them to do so or (iii) it is the
Holder of a Global Security and has received a certification to the effect set
forth below. Such beneficial owner or owners are referred to herein collectively
as the "Owner". If the Specified Securities are represented by a Global
Security, they are held through the Depositary or an Agent Member in the name of
the Undersigned, as or on behalf of the Owner. If the Specified Securities are
not represented by a Global Security, they are registered in the name of the
Undersigned, as or on behalf of the Owner.

                                      A-1
<PAGE>


            The Owner has requested that the Specified Securities be transferred
to a person (the "Transferee") who will take delivery in the form of a
Restricted Security. In connection with such transfer, the Owner hereby
certifies that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 144A or Rule 144 under the Securities Act and all
applicable securities laws of the states of the United States and other
jurisdictions. Accordingly, the Owner hereby further certifies as follows:

            (1)   RULE 144A TRANSFERS. If the transfer is being effected in
      accordance with Rule 144A:

                  (A)   the Specified Securities are being transferred to a
      person that the Owner and any person acting on its behalf reasonably
      believe is a "qualified institutional buyer" within the meaning of Rule
      144A, acquiring for its own account or for the account of a qualified
      institutional buyer; and

                  (B)   the Owner and any person acting on its behalf have taken
      reasonable steps to ensure that the Transferee is aware that the Owner may
      be relying on Rule 144A in connection with the transfer; and

            (2)   RULE 144 TRANSFERS. If the transfer is being effected pursuant
      to Rule 144:

            the transfer is occurring after a holding period of at least one
            year (computed in accordance with paragraph (d) of Rule 144) has
            elapsed since the Specified Securities were last acquired from the
            Company or from an affiliate of the Company, whichever is later, and
            is being effected in accordance with the applicable amount, manner
            of sale and notice requirements of Rule 144.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Purchasers.

Dated:
                           -----------------------------------------------------
                           (Print the name of the Undersigned, as such term is
                           defined in the second paragraph of this certificate.)



                           By:
                              --------------------------------------------------
                              Name:
                              Title:

                           (If the Undersigned is a corporation, partnership or
                           fiduciary, the title of the person signing on behalf
                           of the Undersigned must be stated.)

                                      A-2
<PAGE>



                                                              ANNEX B -- Form of
                                                        Regulation S Certificate

                            REGULATION S CERTIFICATE

             (For transfers pursuant to Section 305(c)(i) and (iii)
                                of the Indenture)



Bank One Trust Company, N.A.,
  as Trustee
One North State Street,
9th Floor,
Chicago, Illinois

Attention:  Corporate Trust Administration

     Re:    7.80% Notes due 2011
            (the "Securities")
            ------------------------------

            Reference is made to the Indenture, dated as of March 15, 2001 (the
"Indenture"), between Allegheny Energy Supply Company, LLC (the "Company") and
Bank One Trust Company, N.A., as Trustee. Terms used herein and defined in the
Indenture or in Regulation S or Rule 144 under the U.S. Securities Act of 1933,
as amended (the "Securities Act") are used herein as so defined.

            This certificate relates to U.S. $_____________ principal amount of
Securities, which are evidenced by the following certificate(s) (the "Specified
Securities"):

            CUSIP No(s).

            CERTIFICATE No(s). _____________________

            The person in whose name this certificate is executed below (the
"Undersigned") hereby certifies that (i) it is the sole beneficial owner of the
Specified Securities, (ii) it is acting on behalf of all the beneficial owners
of the Specified Securities and is duly authorized by them to do so or (iii) it
is the Holder of a Global Security and has received a certification to the
effect set forth below. Such beneficial owner or owners are referred to herein
collectively as the "Owner". If the Specified Securities are represented by a
Global Security, they are held through the Depositary or an Agent Member in the
name of the Undersigned, as or on behalf of the Owner. If the Specified
Securities are not represented by a Global Security, they are registered in the
name of the Undersigned, as or on behalf of the Owner.

            The Owner has requested that the Specified Securities be transferred
to a person (the "Transferee") who will take delivery in the form of a
Regulation S Security.

                                      B-1
<PAGE>


In connection with such transfer, the Owner hereby certifies or has certified
that, unless such transfer is being effected pursuant to an effective
registration statement under the Securities Act, it is being effected in
accordance with Rule 904 of Regulation S or Rule 144 under the Securities Act
and with all applicable securities laws of the states of the United States and
other jurisdictions. Accordingly, the Owner hereby further certifies or has
certified as follows:

            (1)   RULE 904 TRANSFERS. If the transfer is being effected in
      accordance with Rule 904 of Regulation S:

                  (A)   the Owner is not a distributor of the Securities, an
      affiliate of the Company or any such distributor or a person acting on
      behalf of any of the foregoing;

                  (B)   the offer of the Specified Securities was not made to a
      person in the United States or for the account or benefit of a U.S.
      Person;

                  (C)   either:

                        (i)   at the time the buy order was originated, the
                  Transferee was outside the United States or the Owner and any
                  person acting on its behalf reasonably believed that the
                  Transferee was outside the United States, or

                        (ii)  the transaction is being executed in, on or
                  through the facilities of the Eurobond market, as regulated by
                  the International Securities Market Association or another
                  designated offshore securities market and neither the Owner
                  nor any person acting on its behalf knows that the transaction
                  has been prearranged with a buyer in the United States;

                  (D)   no directed selling efforts have been made in the United
      States by or on behalf of the Owner or any affiliate thereof;

                  (E)   if the Owner is a dealer in securities or has received a
      selling concession, fee or other remuneration in respect of the Specified
      Securities, and the transfer is to occur during the Restricted Period,
      then the requirements of Rule 904(c)(1) have been satisfied; and

                  (F)   the transaction is not part of a plan or scheme to evade
      the registration requirements of the Securities Act.

            (2)   RULE 144 TRANSFERS. If the transfer is being effected pursuant
      to Rule 144:

            the transfer is occurring after a holding period of at least one
            year (computed in accordance with paragraph (d) of Rule 144) has
            elapsed since the Specified Securities were last acquired from the
            Company or


                                      B-2
<PAGE>


            from an affiliate of the Company, whichever is later, and is being
            effected in accordance with the applicable amount, manner of sale
            and notice requirements of Rule 144.

            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company and the Purchasers.

Dated:
                           -----------------------------------------------------
                           (Print the name of the Undersigned, as such term is
                           defined in the second paragraph of this certificate.)



                           By:
                              --------------------------------------------------
                              Name:
                              Title:

                           (If the Undersigned is a corporation, partnership or
                           fiduciary, the title of the person signing on behalf
                           of the Undersigned must be stated.)

                                      B-3