<PAGE>

                                                                     EXHIBIT 4.1

                     UNITED STATES STEEL CORPORATION, ISSUER
                                       AND
                          THE BANK OF NEW YORK, TRUSTEE

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

                                    INDENTURE

                           Dated as of [     ], 2004

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

                             Senior Debt Securities

<PAGE>

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

<TABLE>
<CAPTION>
             TRUST
           INDENTURE                  INDENTURE
          ACT SECTION                  SECTION
--------------------------------   --------------
<S>                                <C>
Section 310(a)(1)...............        609

           (a)(2)                       609

           (a)(3)                  Not Applicable

           (a)(4)                  Not Applicable

           (a)(5)                       609

           (b)                          608

                                        610

Section 311(a)..................        613

           (b)                          613

Section 312(a)..................        701

                                        702

           (b)                          702

           (c)                          702

Section 313(a)..................        703

           (b)                          703

           (c)                          703

           (d)                          703

Section 314(a)..................        704

           (a)(4)                       101

                                       1004

           (b)                     Not Applicable

           (c) (1)                      102

           (c) (2)                      102

           (c) (3)                 Not Applicable

           (d)                     Not Applicable

           (e)                          102

Section 315(a)..................        601

                                        603

           (b)                          602

           (c)                          601
</TABLE>

<PAGE>

<TABLE>
<S>                                <C>
           (d)(1)                       601

           (d)(2)                       601

                                        603

           (d)(3)                       601

                                        603

           (e)                          514

Section 316(a)..................        101

           (a)(1)(A)                    502

                                        512

           (a) (1)(B)                   513

           (a) (2)                 Not Applicable

           (b)                          508

           (c)                          104

Section 317(a)(1)...............        503

           (a)(2)                       504

           (b)                         1003

Section 318(a)..................        107

           (b)                          107

           (c)                          101

                                        107
</TABLE>

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

<PAGE>

         INDENTURE, dated as of May 20, 2003, between United States Steel
Corporation, a Delaware corporation (the "Corporation" or the "Issuer"), having
its principal office at 600 Grant Street, Pittsburgh, Pennsylvania 15219-2800,
and The Bank of New York, a New York banking corporation, as Trustee (the
"Trustee").

         For and in consideration of the premises and the purchase of
debentures, notes, bonds or other debt instruments (the "Securities" by the
holders thereof (the "Holders"), it is mutually agreed, for the equal and
proportionate benefit of all Holders of the Securities or of series thereof, as
follows:

                                   ARTICLE ONE
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

SECTION 101. DEFINITIONS.

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

         (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 principles, and, except as otherwise
                  expressly provided herein, 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;

         (4)      Unless the context otherwise requires, any reference to an
                  "Article" or a "Section" refers to an Article or a Section, as
                  the case may be, of this Indenture; and

         (5)      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.

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

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

<PAGE>

         "Board of Directors" means the board of directors of the Corporation 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 Corporation to have been duly adopted
by the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Business Day", when used with respect to any Place of Payment, means a
day that is not a day on which banking institutions in that Place of Payment are
authorized or obligated by law or executive order to close.

         "Change in Control" shall have the meaning assigned to it in Section
1007(a).

         "Change in Control Purchase Date" shall have the meaning assigned to it
in Section 1007(a).

         "Change in Control Purchase Price" shall have the meaning assigned to
it in Section 1007(a).

         "Commission" means the United States Securities and Exchange
Commission.

         "Corporation" means United States Steel Corporation or its successor.

         "Corporation Request" or "Corporation Order" means a written request or
order signed in the name of the Corporation by its Chairman of the Board, any
Vice Chairman of the Board, Chief Executive Officer, President, Chief Operating
Officer, Chief Financial Officer or any Vice President, and by its Treasurer,
any Assistant Treasurer, the Comptroller, any Assistant Comptroller, its
Secretary or any Assistant Secretary, and delivered to the Trustee.

         "Consolidated Net Tangible Assets" means the aggregate value of all
assets of the Corporation and its Subsidiaries after deducting therefrom (a) all
current liabilities (excluding all long-term debt due within one year), (b) all
investments in unconsolidated subsidiaries and all investments accounted for on
the equity basis, and (c) all goodwill, patents and trademarks, unamortized debt
discounts and other similar intangibles (all determined in conformity with
generally accepted accounting principles and calculated on a basis consistent
with the Corporation's most recent audited consolidated financial statements).

         "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which at the date of original execution of this Indenture is located at The Bank
of New York, 101 Barclay Street, Floor 8 West, New York, New York 10286,
Attention: Corporate Trust Administration.

         "corporation" includes associations, corporations, companies, limited
liability companies, and business trusts.

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

         "Defeasance" has the meaning specified in Section 1302.

         "Defeased Municipal Obligations" means obligations issued by any state,
county, city or other unit of local government, or any authority or similar
governmental body located in the United States of America, the interest on which
is not included in gross income for federal income tax purposes provided that:

                                       2
<PAGE>

      (i)   such obligations are (a) not subject to redemption prior to their
            respective stated maturity dates or (b) irrevocable instructions
            concerning their call and redemption have been given to a trustee or
            paying agent or escrow agent, and the issuer of such obligations has
            irrevocably waived the right to redeem them other than as set forth
            in such instructions;

      (ii)  the obligations are secured by cash and/or by U.S. Government
            Obligations that may be applied only to interest, principal, and
            premium payments of such obligations;

      (iii) the principal of and interest on the U.S. Government Obligations
            (plus any cash in the escrow fund) are sufficient to meet the
            liabilities of the obligations;

      (iv)  the U.S. Government Obligations securing such obligations are held
            by an escrow agent or trustee organized under the laws of the United
            States of America or any state thereof;

      (v)   the U.S. Government Obligations are not available to satisfy any
            other claims, including those against the trustee or escrow agent
            that holds the U.S. Government Obligations; and

      (vi)  the obligations are rated Aaa by Moody's or AAA by S&P.

         "Depositary" means, with respect to Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, a
clearing agency registered under the Exchange Act that is designated to act as
Depositary for such Securities as contemplated by Section 301.

         "Dollar" means the coin or currency of the United States as at the time
of payment is legal tender for the payment of public and private debts.

         "Establishment Action" shall mean:

         (i)      a resolution duly adopted by the Corporation's Board of
                  Directors establishing one or more series of Securities and
                  authorizing the issuance of any Security or,

         (ii)     a resolution or action by a committee, officer or employee of
                  the Corporation, establishing one or more series of Securities
                  and/or authorizing the issuance of any Security, in each case,
                  pursuant to a resolution duly adopted by the Corporation's
                  Board of Directors.

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

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

         "Foreign Currency" means a currency of the government, or governments,
of any country, or countries, other than the United States of America.

         "Foreign Government Obligations" means, with respect to the Securities
of any series that are denominated in a Foreign Currency, securities that are

         (i)      direct obligations of the government, or governments, that
                  issued or caused to be issued such currency for the payment of
                  which obligations its, or their, full faith and credit is
                  pledged or,

         (ii)     obligations of a Person controlled or supervised by and acting
                  as an

                                       3
<PAGE>

                  agency or instrumentality of such government, or governments,
                  the timely payment of which is unconditionally guaranteed as a
                  full faith and credit obligation by such government, or
                  governments,

that in either case under clauses (i) or (ii), are not callable or redeemable at
the option of the issuer thereof.

         "Global Security" means a Security that evidences all or part of the
Securities of any series and bears the legend set forth in Section 204 (or such
legend as may be specified as contemplated by Section 301 for such Securities).

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

         "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto.

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

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

         "Lien" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including any conditional sale or other title retention
agreement or lease in the nature thereof).

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

         "Mortgage" means, as the context may require, (i) to mortgage, pledge,
encumber or subject to a lien or (ii) a mortgage, pledge, encumbrance or lien.

         "Notice of Default" means a written notice of the kind specified in
Section 501(5).

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board, any Vice Chairman of the Board, Chief Executive Officer, President,
Chief Operating Officer, Chief Financial Officer or any Vice President, and by
the Treasurer, any Assistant Treasurer, the Comptroller, any Assistant
Comptroller, the Secretary or any Assistant Secretary, of the Corporation, 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 Corporation.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of, or counsel to, the Corporation, and who shall be acceptable to the
Trustee.

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

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

         (1)      Securities theretofore cancelled by the Trustee or delivered
                  to the Trustee

                                       4
<PAGE>

                  for cancellation;

         (2)      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 Corporation) in
                  trust or set aside and segregated in trust by the Corporation
                  (if the Corporation 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;

         (3)      Securities as to which Defeasance has been effected pursuant
                  to Section 1302; and

         (4)      Securities which have been paid pursuant to Section 306 or
                  issued 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 Corporation;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given, made or taken any
request, demand, authorization, direction, notice, consent, waiver or other
action hereunder as of any date,

                  (A)      the principal amount of an Original Issue Discount
                           Security that shall be deemed to be Outstanding shall
                           be the amount of the principal thereof that would be
                           due and payable as of such date of such determination
                           upon acceleration of the Maturity thereof to such
                           date pursuant to Section 502,

                  (B)      if, as of such date, the principal amount payable at
                           the Stated Maturity of a Security is not
                           determinable, the principal amount of such Security
                           that shall be deemed to be Outstanding shall be the
                           amount as specified or determined as contemplated by
                           Section 301,

                  (C)      the principal amount of a Security denominated in one
                           or more foreign currencies or currency units that
                           shall be deemed to be Outstanding shall be the U.S.
                           dollar equivalent, determined as of such date in the
                           manner provided as contemplated by Section 301, of
                           the principal amount of such Security (or, in the
                           case of a Security described in Clause (A) or (B)
                           above, of the amount determined as provided in such
                           Clause), and

                  (D)      Securities owned by the Corporation or any other
                           obligor upon the Securities or any Affiliate of the
                           Corporation or of such other obligor shall be
                           disregarded and deemed not to be Outstanding, except
                           that, in determining whether the Trustee shall be
                           protected in relying upon any such request, demand,
                           authorization, direction, notice, consent, waiver or
                           other action, only Securities which the Trustee knows
                           to be so owned shall be so disregarded.

Securities so owned that have been pledged in good faith may be regarded as

                                       5
<PAGE>

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 Corporation or any other obligor upon the Securities or any Affiliate
of the Corporation or of such other obligor.

         "Paying Agent" means the Corporation or any Person authorized by the
Corporation to pay the principal of and/or any premium or interest on any
Securities on behalf of the Corporation.

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

         "Place of Payment", when used with respect to the Securities of any
series, means the place or places where the principal of and/or any premium or
interest on the Securities of that series are payable as specified as
contemplated by Section 301(6).

         "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.

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

         "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.

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

         "Sale/Leaseback Transaction" means an arrangement relating to property
owned by the Corporation or one of its subsidiaries whereby the Corporation or
one of its subsidiaries transfers such property to a third party Person and the
Corporation or one of its subsidiaries leases it from such Person; provided,
however, that this term shall not include leases solely among the Corporation
and its wholly-owned subsidiaries.

         "Securities" has the meaning stated in the first recital of this
Indenture and more particularly means any Securities authenticated and delivered
under this Indenture.

         "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

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

         "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

                                       6
<PAGE>

principal thereof or interest thereon, means the date specified in such Security
as the fixed date on which the principal of such Security or such installment of
principal or interest is due and payable.

         "Subsidiary" means a corporation or other business entity where more
than 50% of the outstanding Voting Stock of which is owned, directly or
indirectly, by the Corporation or by one or more other Subsidiaries, or by the
Corporation and one or more other Subsidiaries.

         "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 if
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.

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

         "United States" means the United States of America (including the
states and the District of Columbia) and its possessions at the relevant date.

    "U.S. Government Obligation" means:

                  (x)      any security that is:

                  (i)      a direct obligation of the United States of America
                           for the payment of which the full faith and credit of
                           the United States of America is pledged or

                  (ii)     an obligation of a Person controlled or supervised by
                           and acting as an agency or instrumentality of the
                           United States of America the payment of which is
                           unconditionally guaranteed as a full faith and credit
                           obligation by the United States of America,

    that, in either case (i) or (ii), is not callable or redeemable at the
    option of the issuer thereof, and

                  (y)      any depositary receipt issued by a bank (as defined
                           in Section 3(a)(2) of the Securities Act) as
                           custodian with respect to any U.S. Government
                           Obligation which is specified in Clause (x) above and
                           held by such bank for the account of the holder of
                           such depositary receipt, or with respect to any
                           specific payment of principal of or interest on any
                           U.S. Government Obligation which is so specified and
                           held, provided that (except as required by law) such
                           custodian is not authorized to make any deduction
                           from the amount payable to the holder of such
                           depositary receipt from any amount received by the
                           custodian in respect of the U.S. Government
                           Obligation or the specific payment of principal or
                           interest evidenced by such depositary receipt.

         "Vice President", when used with respect to the Corporation or the
Trustee,

                                       7
<PAGE>

means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

         "Voting Power" means the total voting power represented by all
outstanding shares of all classes of Voting Stock.

         "Voting Stock" means a corporation's or other business entity's stock
or other equity interests of any class or classes (however designated),
including membership interests, membership shares or other similar equity
interests, having ordinary Voting Power for the election of the directors of
such entity, other than stock having such power only by reason of the happening
of a contingency.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS.

         Upon any application or request by the Corporation to the Trustee to
take any action under any provision of this Indenture, the Corporation 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
Corporation, 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
requirements set forth in this Indenture.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (except for certificates
provided for in Section 1004) 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;

         (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 Corporation 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

                                       8
<PAGE>

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 Corporation stating that the information with respect to such factual
matters is in the possession of the Corporation, 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.

         Any request, demand, authorization, direction, notice, consent, waiver
or other action provided or permitted by this Indenture to be given, made or
taken by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by, an agent
duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is herein expressly required, to the
Corporation. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Section 601) conclusive in favor of
the Trustee and the Corporation, if made in the manner provided in this Section.

         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 the Trustee deems sufficient.

         The Security Register shall prove the ownership of Securities.

         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 Corporation
in reliance thereon, whether or not notation of such action is made upon such
Security.

         The Corporation may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders of Securities entitled to give or take any request, demand,
authorization, direction, notice, consent, waiver or other action, or to vote on
any action, authorized or permitted to be given or taken by Holders of
Securities. If not set by the Corporation prior to the first solicitation of a
Holder of Securities 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

                                       9
<PAGE>

provided) prior to such first solicitation or vote, as the case may be. With
regard to any record date, only the Holders of Securities on such date (or their
duly designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

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

         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 Corporation shall be
                  sufficient for every purpose hereunder if made, given,
                  furnished or filed in writing to or with the Trustee at its
                  Corporate Trust Office, or

         (2)      the Corporation 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 Corporation addressed to:
                  the address last furnished in writing to the Trustee by the
                  Corporation, or, if no such address has been furnished,
                  Treasurer, United States Steel Corporation, 600 Grant Street,
                  Pittsburgh, Pennsylvania 15219-2800.

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 the 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, the Person entitled to receive such notice, either before or
after the event, may waive such notice in writing 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.

                                       10
<PAGE>

SECTION 109. SUCCESSORS AND ASSIGNS.

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

SECTION 110. SEVERABILITY CLAUSE.

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

SECTION 111. BENEFITS OF INDENTURE.

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

SECTION 112. GOVERNING LAW.

         This Indenture and the Securities shall be governed by and construed in
accordance with the law 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 at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the Securities
(other than a provision of any Security that specifically states that such
provision shall apply in lieu of this Section)) payment of interest or principal
(and premium, if any) need not be made at such Place of Payment on such date,
but may be made on the next succeeding Business Day at such Place of Payment
with the same force and effect as if made on the Interest Payment Date or
Redemption Date, or at the Stated Maturity.

                                   ARTICLE TWO
                                 SECURITY FORMS

SECTION 201. FORMS GENERALLY.

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

SECTION 202. FORM OF FACE OF SECURITY.

[Insert any legend required by the Internal Revenue Code and the regulations
thereunder.]

                                       11
<PAGE>

UNITED STATES STEEL CORPORATION

[Insert title of the Series]

No.____________$____________

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

         [If the Security is not to bear interest prior to Maturity, insert --
The principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal and any overdue premium shall
bear interest at the rate of ____% per annum (to the extent that the payment of
such interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment. Interest on any overdue
principal or premium shall be payable on demand.

         Payment of the principal of (and premium, if any) and [if applicable,
insert -- any such] interest on this Security will be made at the office or
agency of the Corporation maintained for that purpose in ________________, in
such [coin or currency of the United States of America] [Foreign Currency,
consistent with the provisions below,] as at the time of payment is legal tender
for payment of public and private debts [if applicable, insert -- ; provided,
however, that at the option of the Corporation 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 or by electronic funds transfer to an

                                       12
<PAGE>

account maintained by the Person entitled thereto as specified in the Security
Register, provided that such Person shall have given the Trustee written
instructions].

         [If the security is payable in a foreign currency, insert the
appropriate provision.]

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

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

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

Dated:

UNITED STATES STEEL CORPORATION

By ___________________________________
Attest: ______________________________

SECTION 203. FORM OF REVERSE OF SECURITY.

         This Security is one of a duly authorized issue of securities of the
Corporation (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of ________________________,(herein
called the "Indenture", which term shall have the meaning assigned to it in such
instrument), between the Corporation and The Bank of New York, as Trustee
(herein called the "Trustee", which term includes any successor trustee under
the Indenture), and reference is hereby made to the Indenture for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Corporation, the Trustee and the Holders of the Securities and of the
terms upon which the Securities are, and are to be, authenticated and delivered.
This Security is one of the series designated on the face hereof [if applicable,
insert -- , limited in aggregate principal amount to $_________].

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
(1) on ________________ in any year commencing with the year ________ and ending
with the year ________ through operation of the sinking fund for this series at
a Redemption Price equal to 100% of the principal amount, and (2)] at any time
[if applicable, insert -- on or after ________________, 20____], as a whole or
in part, at the election of the Corporation, at the following Redemption Prices
(expressed as percentages of the principal amount): If redeemed [if applicable,
insert -- on or before ________________, ____%, and if redeemed] during the
12-month period beginning ________________ of the years indicated,

                  Year               Redemption Price

and thereafter at a Redemption Price equal to ____% of the principal amount,
together in the case of any such redemption [if applicable, insert -- (whether
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest

                                       13
<PAGE>

installments whose Stated Maturity is on or prior to such Redemption Date will
be payable to the Holders of such Securities, or one or more Predecessor
Securities, of record at the close of business on the relevant Record Dates
referred to on the face hereof, all as provided in the Indenture.]

         [If applicable, insert -- The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, (1) on ________________
in any year commencing with the year ______ and ending with the year ______
through operation of the sinking fund for this series at the Redemption Prices
for redemption through operation of the sinking fund (expressed as percentages
of the principal amount) set forth in the table below, and (2) at any time [if
applicable, insert -- on or after ______], as a whole or in part, at the
election of the Corporation, at the Redemption Prices for redemption otherwise
than through operation of the sinking fund (expressed as percentages of the
principal amount) set forth in the table below: If redeemed during the 12-month
period beginning ________________ of the years indicated,

<TABLE>
<CAPTION>
                                     REDEMPTION PRICE FOR
           REDEMPTION PRICE FOR      REDEMPTION OTHERWISE
            REDEMPTION THROUGH           THAN THROUGH
         OPERATION OF THE SINKING      OPERATION OF THE
YEAR               FUND                  SINKING FUND
<S>      <C>                         <C>
</TABLE>

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

         [If applicable, insert -- The sinking fund for this series provides for
the redemption on __________ in each year beginning with the year ______ and
ending with the year ______ of [if applicable, insert -- not less than $________
("mandatory sinking fund") and not more than] $________ aggregate principal
amount of Securities of this series. Securities of this series acquired or
redeemed by the Corporation otherwise than through [if applicable, insert --
mandatory] sinking fund payments may be credited against subsequent [if
applicable, insert -- mandatory] sinking fund payments otherwise required to be
made [if applicable, insert -- , in the inverse order in which they become
due].]

         [If the Security is subject to redemption of any kind, insert -- 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.]

         [If applicable, insert -- The Indenture contains provisions for
defeasance at any time of [the entire indebtedness of this Security] [or]
[certain restrictive covenants and Events of Default with respect to this
Security] [, in each case] upon compliance with certain conditions set forth in
the Indenture.]

         In the event of a Change in Control and subject to and upon compliance
with the

                                       14
<PAGE>

terms and conditions of the Indenture, each Holder of Securities of this Series
will have the right, at that Holder's election made on or prior to the Change in
Control Purchase Date with respect to such Change in Control, to require the
Corporation to become obligated to purchase all of that Holder's Securities on
the later of the Change in Control Purchase Date and the time of delivery of
this Security at a Change in Control Purchase Price equal to [100% of the
principal amount thereof, together with accrued interest to the Change in
Control Purchase Date, except that interest installments due prior to the Change
in Control Purchase Date will be payable to the Holders of record at the close
of business on the relevant Record Dates referred to on the face hereof] [if
different price applies, insert description], all as provided in the
Indenture.[If the Security is not an Original Issue Discount Security, insert --
If an Event of Default with respect to Securities of this series shall occur and
be continuing, the principal of the Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

         [If the Security is an Original Issue Discount Security, insert -- If
an Event of Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
amount. Upon payment (i) of the amount of principal so declared due and payable
and (ii) of interest on any overdue principal, premium and interest (in each
case to the extent that the payment of such interest shall be legally
enforceable), all of the Corporation's obligations in respect of the payment of
the principal of and premium and interest, if any, on the Securities of this
series shall terminate.]

         [If applicable, insert a paragraph regarding the indexing of the
Security.]

         The Indenture contains provisions permitting the Corporation and the
Trustee to modify the Indenture or any supplemental indenture without the
consent of the Holders for one or more of the following purposes: (1) to
evidence the succession of another corporation to the Corporation; (2) to add to
the covenants of the Corporation further covenants, restrictions, conditions or
provisions; (3) to add additional events of default for the benefit of Holders
of all or any series of Securities; (4) to add to or change provisions of the
Indenture to allow the issuance of Securities in other forms; (5) to add to,
change or eliminate any of the provisions of the Indenture in respect of one or
more series of Securities thereunder, under certain conditions specified
therein; (6) to secure the Securities pursuant to the requirements of Section
1005 of the Indenture or otherwise; (7) to establish the form or terms of
Securities of any series as permitted by Sections 201 and 301 of the Indenture;
(8) to evidence the appointment of a successor Trustee; and (9) to cure any
ambiguity, to correct or supplement any provision of the Indenture which may be
defective or inconsistent with any other provision of the Indenture, or to make
any other provisions with respect to matters or questions arising under the
Indenture that do not materially adversely affect the interests of the Holders
in any material respect.

         The Indenture also permits, with certain exceptions set forth therein,
the amendment thereof and the modification of the rights and obligations of the
Corporation and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Corporation and the Trustee with
the consent of the Holders of a majority in principal amount of the Securities
at the time Outstanding of each series

                                       15
<PAGE>

to be affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Corporation 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 therefor
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 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 with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding 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
Securities of this series at the time Outstanding 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 or, subject to compliance
with the Indenture, the Change in Control Purchase Price on or after the date as
and when the same shall become due and payable pursuant to Sections 1007 and
1008 of the Indenture.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Corporation,
which is absolute and unconditional, to pay the principal of and any premium 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 Corporation in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Corporation and the Security Registrar duly executed by, the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new
Securities of this series and of like tenor, of authorized denominations and for
the same aggregate principal amount, will be issued to the designated transferee
or transferees.

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

         No service charge shall be made for any such registration of transfer
or exchange, but the Corporation or the Trustee may require payment of a sum
sufficient to

                                       16
<PAGE>

cover any tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Security for registration of transfer,
the Corporation, the Trustee and any agent of the Corporation 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
Corporation, the Trustee nor any such agent shall be affected by notice to the
contrary.

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

SECTION 204. FORM OF LEGEND FOR GLOBAL SECURITIES.

         Unless otherwise specified as contemplated by Section 301 for the
Securities evidenced thereby, every Global Security authenticated and delivered
hereunder shall bear a legend in substantially the following form:

         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.

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

         The Trustee's certificates of authentication shall be in substantially
the following form:

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

The Bank of New York,
As Trustee

By ________________________________
         Authorized Signatory

                                  ARTICLE THREE
                                 THE SECURITIES

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES.

         The aggregate principal amount of Securities that may be authenticated
and delivered under this Indenture is unlimited.

         The Securities may be issued from time to time in one or more series.
The terms of each series of Securities shall be either

     (i)   established in an Establishment Action or

     (ii)  established in one or more indentures supplemental hereto, prior to
           the issuance of Securities of any series.

Such Establishment Action or supplemental indenture shall provide:

         (1)      the title of the Securities of the series (which shall
                  distinguish the Securities of the series from Securities of
                  any other series) and a statement that the Securities will be
                  offered pursuant to this Indenture;

                                       17
<PAGE>

         (2)      any limit upon the aggregate principal amount of the
                  Securities of the series which may be authenticated and
                  delivered under this Indenture (except for Securities
                  authenticated and delivered upon registration of transfer of,
                  or in exchange for, or in lieu of, other Securities of the
                  series pursuant to Section 304, 305, 306, 906 or 1107 and
                  except for any Securities that, pursuant to Section 303, are
                  deemed never to have been authenticated and delivered
                  hereunder) and the price (expressed as a percentage of the
                  aggregate principal amount thereof) at which the Securities of
                  the series will be issued;

         (3)      the Person to whom any interest on a Security of the series
                  shall be payable, if other than 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;

         (4)      the date or dates on which the principal of any Securities of
                  the series is payable;

         (5)      the rate or rates at which any Securities of the series shall
                  bear interest, if any, the date or dates from which any such
                  interest shall accrue, the Interest Payment Dates on which any
                  such interest shall be payable and the Regular Record Date for
                  any such interest payable on any Interest Payment Date;

         (6)      the place or places where the principal of and/or any premium
                  or interest on any Securities of the series shall be payable;

         (7)      the period or periods within which, the price or prices at
                  which, the currency or currencies (including currency units)
                  in which and the other terms and conditions upon which any
                  Securities of the series may be redeemed, in whole or in part,
                  at the option of the Corporation and, if other than by a Board
                  Resolution, the manner in which any election by the
                  Corporation to redeem the Securities shall be evidenced;

         (8)      the obligation, if any, of the Corporation to redeem or
                  purchase any Securities of the series pursuant to any sinking
                  fund or analogous provisions or at the option of the Holder
                  thereof and the period or periods within which, the price or
                  prices at which and the terms and conditions upon which any
                  Securities of the series shall be redeemed or purchased, in
                  whole or in part, pursuant to such obligation;

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

         (10)     if the amount of principal of or any premium or interest on
                  any Securities of the series may be determined with reference
                  to an index, pursuant to a formula or other method, the manner
                  in which such amounts shall be determined;

         (11)     if other than the currency of the United States of America,
                  the currency, currencies or currency units in which the
                  principal of or any premium or interest on any Securities of
                  the series shall be payable and the manner of determining the
                  equivalent thereof in the currency of the United States of
                  America for any purpose, including for purposes of the
                  definition of

                                       18
<PAGE>

                  "Outstanding" in Section 101;

         (12)     if the principal of or any premium or interest on any
                  Securities of the series is to be payable, at the election of
                  the Corporation or the Holder thereof, in one or more
                  currencies or currency units other than that or those in which
                  such Securities are stated to be payable, the currency,
                  currencies or currency units in which the principal of or any
                  premium or interest on such Securities as to which such
                  election is made shall be payable, the periods within which
                  and the terms and conditions upon which such election is to be
                  made and the amount so payable (or the manner in which such
                  amount shall be determined);

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

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

         (15)     if applicable, that the Securities of the series, in whole or
                  any specified part, shall be defeasible pursuant to Section
                  1302 or Section 1303 or both such Sections (or, if defeasible
                  by another method, such other method) and, if other than by an
                  action pursuant to a Board Resolution, the manner in which any
                  election by the Corporation to defease such Securities shall
                  be evidenced;

         (16)     if applicable, that any Securities of the series shall be
                  issuable in whole or in part in the form of one or more Global
                  Securities and, in such case, the respective Depositaries for
                  such Global Securities, the form of any legend or legends
                  which shall be borne by any such Global Security in addition
                  to or in lieu of that set forth in Section 204 and any
                  circumstances in addition to or in lieu of those set forth in
                  Clause (2) of the last paragraph of Section 305 in which any
                  such Global Security may be exchanged in whole or in part for
                  Securities registered, and any transfer of such Global
                  Security in whole or in part may be registered, in the name or
                  names of Persons other than the Depositary for such Global
                  Security or a nominee thereof;

         (17)     any addition to or change in the Events of Default which
                  applies to any Securities of the series and any change in the
                  right of the Trustee or the requisite Holders of such
                  Securities to declare the principal amount thereof due and
                  payable pursuant to Section 502;

         (18)     any addition to or change in the covenants set forth in
                  Article Ten which applies to Securities of the series;

                                       19
<PAGE>

         (19)     if other than 100% of the principal amount thereof plus
                  accrued interest, the Change of Control Purchase Price or
                  Prices applicable to purchases of Securities of the series
                  pursuant to Section 1007; and

         (20)     any other terms of the series (which terms shall not be
                  inconsistent with the provisions of this Indenture, except as
                  permitted by Section 901(5)).

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in the
Establishment Action referred to above or in any indenture supplemental hereto.
The Corporation shall provide to the Trustee a copy of any such Establishment
Action.

SECTION 302. DENOMINATIONS.

         The Securities of each series shall be issuable only in registered form
without coupons and only in such denominations as shall be specified as
contemplated by Section 301. In the absence of any such specified denomination
with respect to the Securities of any series, the Securities of such series
shall be issuable in denominations of $1,000 and any integral multiple thereof.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

         The Securities shall be executed on behalf of the Corporation by its
Chairman of the Board, any Vice Chairman of the Board, its President or one of
its Vice Presidents, under its corporate seal reproduced thereon attested by its
Treasurer or an Assistant Treasurer or its Secretary or one of its Assistant
Secretaries. The signature of any of these officers on the Securities may be
manual or facsimile. The seal of the Corporation may be in the form of a
facsimile thereof and may be impressed, affixed, imprinted or otherwise
reproduced on the Security.

         Securities bearing the manual or facsimile signatures of individuals
who were at any time the proper officers of the Corporation shall bind the
Corporation, 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 Corporation may deliver Securities of any series executed by
the Corporation to the Trustee for authentication, together with a Corporation
Order for the authentication and delivery of such Securities, and the Trustee in
accordance with the Corporation Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established by one or more Establishment Actions as permitted by Sections 201
and 301, in authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to Section 601) shall be
fully protected in relying upon, an Opinion of Counsel stating,

         (1)      if the form of such Securities has been established by an
                  Establishment Action as permitted by Section 201, that such
                  form has been established in conformity with the provisions of
                  this Indenture;

         (2)      if the terms of such Securities have been established by an
                  Establishment Action as permitted by Section 301, that such
                  terms have been established in conformity with the provisions
                  of this Indenture; and

                                       20
<PAGE>

         (3)      that such Securities, when authenticated and delivered by the
                  Trustee and issued by the Corporation in the manner and
                  subject to any conditions specified in such Opinion of
                  Counsel, will constitute valid and legally binding obligations
                  of the Corporation enforceable in accordance with their terms,
                  subject to bankruptcy, insolvency, fraudulent transfer,
                  reorganization, moratorium and similar laws of general
                  applicability relating to or affecting creditors' rights and
                  to general equity principles.

         If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

         Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Establishment Action otherwise
required pursuant to Section 301 or the Corporation Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the
authentication of each Security of such series if such documents are delivered
at or prior to the authentication upon original issuance of the first Security
of such series to be issued.

         Each Security shall be dated the date of its authentication.

         No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Corporation, and the Corporation shall deliver
such Security to the Trustee for cancellation as provided in Section 309, for
all purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

SECTION 304. TEMPORARY SECURITIES.

         Pending the preparation of definitive Securities of any series, the
Corporation may execute, and upon Corporation Order the Trustee shall
authenticate and deliver, temporary Securities which are printed, lithographed,
typewritten, mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued and with such appropriate insertions, omissions, substitutions and
other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities.

         If temporary Securities of any series are issued, the Corporation will
cause definitive Securities of that series to be prepared without unreasonable
delay. After the preparation of definitive Securities of such series, the
temporary Securities of such series shall be exchangeable for definitive
Securities of such series upon surrender of the temporary Securities of such
series at the office or agency of the Corporation in a Place of Payment for that
series, without charge to the Holder. Upon surrender for cancellation of any one
or more temporary Securities of any series, the Corporation shall execute and
the Trustee shall authenticate and deliver in exchange therefor one or more

                                       21
<PAGE>

definitive Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount. Until so exchanged, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of such series and tenor.

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.

         The Corporation shall cause to be kept in an office or agency of the
Corporation in a Place of Payment a register (the register maintained in any
such office or agency of the Corporation in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Corporation shall
provide for the registration of Securities and of transfers of Securities. The
Trustee, or any other party serving in such capacity with the Trustee's consent,
is hereby appointed "Security Registrar" for the purpose of registering
Securities and transfers of Securities as herein provided.

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

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the Corporation shall execute, and the Trustee shall
authenticate and deliver, the Securities that 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 Corporation, evidencing the
same debt, and entitled to the same benefits under this Indenture, as the
Securities surrendered upon such registration of transfer or exchange.

         Every Security presented or surrendered for registration of transfer or
for exchange shall (if so required by the Corporation or the Trustee) be duly
endorsed, or be accompanied by a written instrument of transfer in form
satisfactory to the Corporation 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 Corporation 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 1107 not involving any transfer.

         If the Securities of any series (or of any series and specified tenor)
are to be redeemed in part, the Corporation shall not be required (A) to issue,
register the transfer of or exchange any Securities of that series (or of that
series and specified tenor, as the case may be) during a period beginning at the
opening of business 15 days before the day of the mailing of a notice of
redemption of any such Securities selected for redemption under Section 1103 and
ending at the close of business on the day of such mailing, or (B) 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

                                       22
<PAGE>

redeemed in part.

         The provisions of the following clauses shall apply only to Global
Securities:

         (1)      Each Global Security authenticated under this Indenture shall
                  be registered in the name of the Depositary designated for
                  such Global Security or a nominee thereof and delivered to
                  such Depositary or a nominee thereof or custodian therefor,
                  and each such Global Security shall constitute a single
                  Security for all purposes of this Indenture.

         (2)      Notwithstanding any other provision in this Indenture, no
                  Global Security may be exchanged in whole or in part for
                  Securities registered, and no transfer of a Global Security in
                  whole or in part may be registered, in the name of any Person
                  other than the Depositary for such Global Security or a
                  nominee thereof unless

                  (A)      such Depositary

                        (i)    has notified the Corporation that it is unwilling
                               or unable to continue as Depositary for such
                               Global Security or

                        (ii)   has ceased to be a clearing agency registered
                               under the Exchange Act,

                  (B)      there shall have occurred and be continuing an Event
                           of Default with respect to such Global Security or

                  (C)      there shall exist such circumstances, if any, in
                           addition to or in lieu of the foregoing as have been
                           specified for this purpose as contemplated by Section
                           301.

         (3)      Subject to Clause (2) above, any exchange of a Global Security
                  for other Securities may be made in whole or in part, and all
                  Securities issued in exchange for a Global Security or any
                  portion thereof shall be registered in such names as the
                  Depositary for such Global Security shall direct.

         (4)      Every Security authenticated and delivered upon registration
                  of transfer of, or in exchange for or in lieu of, a Global
                  Security or any portion thereof, whether pursuant to this
                  Section, Section 304, 306, 906 or 1107 or otherwise, shall be
                  authenticated and delivered in the form of, and shall be, a
                  Global Security, unless such Security is registered in the
                  name of a Person other than the Depositary for such Global
                  Security or a nominee thereof.

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

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

         If there shall be delivered to the Corporation 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

                                       23
<PAGE>

           to save each of them and any agent of either of them harmless,

then, in the absence of notice to the Corporation or the Trustee that such
Security has been acquired by a bona fide purchaser, the Corporation shall
execute and the Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Security, a new Security of the same series and of
like tenor and principal amount and bearing a number not contemporaneously
outstanding.

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

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

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

         The provisions of this Section 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.

         Except as otherwise provided as contemplated by Section 301 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

         (1)      The Corporation may elect to make payment of any Defaulted
                  Interest to the Persons in whose names the Securities of such
                  series (or their respective Predecessor Securities) are
                  registered at the close of business on a Special Record Date
                  for the payment of such Defaulted Interest, which shall be
                  fixed in the following manner. The Corporation shall notify
                  the Trustee in writing of the amount of Defaulted Interest
                  proposed to be paid on each Security of such series and the
                  date of the proposed payment, and at the same time the
                  Corporation 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

                                       24
<PAGE>

                  proposed payment, such money when deposited to be held in
                  trust for the benefit of the Persons entitled to such
                  Defaulted Interest as in this Clause provided. Thereupon the
                  Trustee shall fix a Special Record Date for the payment of
                  such Defaulted Interest that 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 Corporation of such Special Record
                  Date and, in the name and at the expense of the Corporation,
                  shall cause notice of the proposed payment of such Defaulted
                  Interest and the Special Record Date therefor to be given to
                  each Holder of Securities of such series in the manner set
                  forth in Section 106, not less than 10 days prior to such
                  Special Record Date. Notice of the proposed payment of such
                  Defaulted Interest and the Special Record Date therefor having
                  been so mailed, such Defaulted Interest shall be paid to the
                  Persons in whose names the Securities of such series (or their
                  respective Predecessor Securities) are registered at the close
                  of business on such Special Record Date and shall no longer be
                  payable pursuant to the following Clause (2).

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

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

SECTION 308. PERSONS DEEMED OWNERS.

         Prior to due presentment of a Security for registration of transfer,
the Corporation, the Trustee and any agent of the Corporation 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 any premium
and (subject to Section 307) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Corporation, the Trustee nor any agent of the Corporation 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 or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Corporation may at any time deliver
to the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Corporation may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Corporation has not issued and sold, and all

                                       25
<PAGE>

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. Until directed otherwise by a Corporation Order, all cancelled
Securities held by the Trustee shall be conspicuously marked as such and, if
destroyed, the Trustee shall deliver to the Corporation a certificate with
respect to such destruction.

SECTION 310. COMPUTATION OF INTEREST.

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

                                  ARTICLE FOUR
                           SATISFACTION AND DISCHARGE

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE.

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

         (1)      either

                  (A)      all such 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
                                    Corporation and thereafter repaid to the
                                    Corporation 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 Corporation,

     and the Corporation, in the case of (i), (ii) or (iii) above, has deposited
     or caused to be deposited with the Trustee as trust funds in trust for the
     purpose money in an amount sufficient to pay and discharge the entire
     indebtedness on such Securities not

                                       26
<PAGE>

     theretofore delivered to the Trustee for cancellation, for principal and
     any premium 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;

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

         (3)      the Corporation 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 with respect to
                  such Securities have been complied with.

         Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Corporation to the Trustee under Section 607, the obligations
of the Trustee to any Authenticating Agent under Section 614 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, Article Six and
the last paragraph of Section 1003 shall survive.

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 Corporation acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium 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 with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

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

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

         (3)      default in the payment of the Change in Control Purchase Price
                  of any of the Securities of such series as and when the same
                  shall become due and payable pursuant to Section 1007; or

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

         (5)      default in the performance, or breach, of any covenant or
                  warranty of the Corporation in this Indenture (other than a
                  covenant or warranty a default

                                       27
<PAGE>

                  in whose performance or whose breach is elsewhere in this
                  Section specifically dealt with or which has expressly been
                  included in this Indenture solely for the benefit of series of
                  Securities other than that series), and continuance of such
                  default or breach for a period of 90 days after there has been
                  given, by registered or certified mail, to the Corporation by
                  the Trustee or to the Corporation and the Trustee by the
                  Holders of at least 25% in principal amount of the Outstanding
                  Securities of that series a written notice specifying such
                  default or breach and requiring it to be remedied and stating
                  that such notice is a "Notice of Default" hereunder; or

         (6)      the entry by a court having jurisdiction in the premises of a
                  decree or order

                  (A)      for relief in respect of the Corporation in an
                           involuntary case or proceeding under any applicable
                           Federal or State bankruptcy, insolvency,
                           reorganization or other similar law;

                  (B)      adjudging the Corporation a bankrupt or insolvent or
                           approving as properly filed a petition seeking
                           reorganization, arrangement, adjustment or
                           composition of or in respect of the Corporation under
                           any applicable Federal or State bankruptcy,
                           insolvency, reorganization or other similar law;

                  (C)      appointing a custodian, receiver, liquidator,
                           assignee, trustee, sequestrator or other similar
                           official of the Corporation or of any substantial
                           part of its property; or

                  (D)      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 90 consecutive
                           days;

     or

         (7)      (A) the commencement by the Corporation of a voluntary case or
                  proceeding under any applicable Federal or State bankruptcy,
                  insolvency, reorganization or other similar law to be
                  adjudicated a bankrupt or insolvent;

         (B)      the consent by the Corporation to the entry of a decree or
                  order for relief in respect of it in an involuntary case or
                  proceeding under any applicable Federal or State bankruptcy,
                  insolvency, reorganization or other similar law or the consent
                  by it to the commencement of any bankruptcy or insolvency case
                  or proceeding against it;

         (C)      the filing by the Corporation of a petition or answer or
                  consent seeking reorganization or relief under any applicable
                  Federal or State bankruptcy, insolvency, reorganization or
                  other similar law, or the consent by the Corporation to the
                  filing of such petition;

         (D)      the consent by the Corporation to the appointment of or taking
                  possession by a custodian, receiver, liquidator, assignee,
                  trustee, sequestrator or other similar official of the
                  Corporation or of any substantial part of its property;

                                       28

<PAGE>

         (E)      the making by the Corporation of an assignment for the benefit
                  of creditors;

         (F)      the admission by the Corporation in writing of its inability
                  to pay its debts generally as they become due; or,

         (G)      the taking of corporate action by the Corporation in
                  furtherance of any such action;

     or

         (8)      any other Event of Default provided with respect to Securities
                  of that series.

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

         If an Event of Default (other than an Event of Default specified in
Section 501(6) or 501(7)) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding Securities
of that series may declare the principal amount of all the Securities of that
series (or, if any Securities of that series are Original Issue Discount
Securities, such portion of the principal amount of such Securities as may be
specified by the terms thereof) to be due and payable immediately, by a notice
in writing to the Corporation (and to the Trustee if given by Holders), and upon
any such declaration such principal amount (or specified amount) shall become
immediately due and payable. If an Event of Default specified in Section 501(6)
or 501(7) with respect to Securities of any series at the time Outstanding
occurs, the principal amount of all the Securities of that series (or, if any
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified by the terms
thereof) shall automatically, and without any declaration or other action on the
part of the Trustee or any Holder, become immediately due and payable.

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

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

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

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

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

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

                                       29

<PAGE>

     and

         (2)      all Events of Default with respect to Securities of that
                  series, other than the non-payment of the principal of
                  Securities of that series that 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 Corporation 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 Corporation 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 any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates (or
yield to maturity in the case of Original Issue Discount Securities) prescribed
therefor in such Securities, and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, except as a result of the Trustee's negligence or bad
faith.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series by
such appropriate judicial proceedings as the Trustee shall deem most effectual
to protect and enforce any such rights, 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 Corporation (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 except as a result of its negligence or bad

                                       30

<PAGE>

faith.

         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; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

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 (except no
such provision shall be made respecting compensation, expenses, disbursements
and advances made as a result of Trustee's negligence), 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 any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

         FIRST: To the payment of costs and expenses of collection, reasonable
compensation to the Trustee, its agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Trustee except
as a result of its negligence or bad faith.

         SECOND: In case the principal of the outstanding Securities of any
series in respect of which such moneys have been collected shall not have become
due, to the payment of interest on the Securities of such series, in the order
of maturity of the installments of such interest, with interest (to the extent
that such interest has been collected by the Trustee) upon the overdue
installments of interest at the same rate or the yield to maturity (in the case
of Original Issue Discount Securities) specified on the Securities of such
series, such payments to be made ratably to the persons entitled thereto,
without discrimination or preference.

         THIRD: In case the principal of the outstanding Securities of any
series in respect of which such moneys have been collected shall have become
due, by declaration, or otherwise, to the payment of the whole amount then owing
and unpaid upon the Securities of such series for principal, premium (if any)
and interest, with interest upon the overdue principal, premium (if any) and (to
the extent that such interest has been collected by the Trustee) upon overdue
installments of interest at the same rate or the yield to maturity (in the case
of Original Issue Discount Securities) specified on the Securities of such
series; and in case such moneys shall be insufficient to pay in full the whole
amount so due and unpaid upon the Securities of such series, then to the

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payment of such principal, premium (if any) and interest, without preference or
priority of principal and premium (if any), or of any installment of interest
over any other installment of interest, or of any Security of such series over
any other Security of such series, ratably to the aggregate of such principal
and accrued and unpaid interest.

SECTION 507. LIMITATION ON SUITS.

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

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

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

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

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

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

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

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

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium 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 Corporation, 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.

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<PAGE>

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 Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by law
to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

SECTION 512. CONTROL BY HOLDERS.

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

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

         (2)      the Trustee may take any other action deemed proper by the
                  Trustee that 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 of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default:

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

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

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

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

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<PAGE>

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 Corporation.

SECTION 515. WAIVER OF USURY, STAY OR EXTENSION LAWS.

         The Corporation 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 usury, 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 Corporation (to the
extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

                                   ARTICLE SIX
                                   THE TRUSTEE

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES.

         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.

         If a default occurs hereunder with respect to Securities of any series,
the Trustee shall give the Holders of Securities of such series notice of such
default 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(5) with respect to Securities of such series, no such notice to Holders
shall be given until at least 60 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event or events, as the
case may be, specified in Section 501, not including periods of grace, if any,
provided for therein.

SECTION 603. CERTAIN RIGHTS OF TRUSTEE.

         Subject to the provisions of Section 601:

         (1)      the Trustee may rely and shall be protected in acting or
                  refraining from acting upon any resolution, action,
                  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;

         (2)      any request or direction of the Corporation mentioned herein
                  shall be

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<PAGE>

                  sufficiently evidenced by a Corporation Request or Corporation
                  Order, and any resolution of the Board of Directors or
                  Establishment Action may be sufficiently evidenced by a Board
                  Resolution or Establishment Action, as the case may be;

         (3)      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;

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

         (5)      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;

         (6)      the Trustee shall not be bound to make any investigation into
                  the facts or matters stated in any resolution, action,
                  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 Corporation, personally or
                  by agent or attorney;

         (7)      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;

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

         (9)      the Trustee shall not be deemed to have notice of any Default
                  or Event of Default unless a Responsible Officer of the
                  Trustee has actual knowledge thereof or unless written notice
                  of any event which is in fact such a default is received by
                  the Trustee at the Corporate Trust Office of the Trustee, and
                  such notice references the Securities and this Indenture;

         (10)     the rights, privileges, protections, immunities and benefits
                  given to the Trustee, including, without limitation, its right
                  to be indemnified, are extended to, and shall be enforceable
                  by, the Trustee in each of its capacities hereunder, and each
                  agent, custodian and other Person employed to act hereunder;
                  and

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<PAGE>

         (11)     the Trustee may request that the Company deliver an Officers'
                  Certificate setting forth the names of individuals and/or
                  titles of officers authorized at such time to take specified
                  actions pursuant to this Indenture, which Officers'
                  Certificate may be signed by any person authorized to sign an
                  Officers' Certificate, including any person specified as so
                  authorized in any such certificate previously delivered and
                  not superseded.

SECTION 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 Corporation, and neither the Trustee nor any Authenticating Agent assumes
any responsibility for their correctness. The Trustee makes no representations
as to the validity or sufficiency of this Indenture or the Securities. Neither
the Trustee nor any Authenticating Agent shall be accountable for the use or
application by the Corporation of Securities or the proceeds thereof.

SECTION 605. TRUSTEE MAY HOLD SECURITIES.

         The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Corporation, 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 Corporation with the same rights it
would have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

SECTION 606. MONEY HELD IN TRUST.

         Money held by the Trustee, or any Paying Agent, in trust hereunder need
not be segregated from other funds except to the extent required by law. Neither
the Trustee nor any Paying Agent shall be under any liability for interest on
any money received by it hereunder except as otherwise agreed in writing with
the Corporation.

SECTION 607. COMPENSATION, REIMBURSEMENT, INDEMNIFICATION.

         The Corporation agrees as follows:

         (1)      to pay to the Trustee from time to time such compensation as
                  shall be agreed in writing between the Corporation and the
                  Trustee 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 and all loss, liability, damage, claim or expense,
                  including taxes (other than taxes based upon, measured by, or
                  determined by the income of the Trustee) incurred without
                  negligence or bad faith on its part, arising out of or in
                  connection with the acceptance or administration of the trust
                  or trusts

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<PAGE>

                  hereunder, including the costs and expenses of defending
                  itself against any claim or liability (whether asserted by the
                  Company, any Holder or any other Person) in connection with
                  the exercise or performance of any of its powers or duties
                  hereunder and the costs and expenses of enforcing this right
                  to indemnification.

         If any action, suit or proceeding is brought against any Trustee in
connection with any claim for which it is entitled to indemnity hereunder, it
shall promptly (but no later than ten days following service) notify the
Corporation in writing enclosing a copy of all papers served. All counsel
employed to defend any such claim shall be retained directly by the Corporation
and may serve as counsel to the Corporation and/or one or more Trustees. Absent
a conflict of interest, the Corporation shall not be required to pay the fees
and expenses of more than one law firm in connection with its obligations
hereunder. A Trustee entitled to indemnification may, in addition to counsel
engaged by the Corporation, engage counsel to represent such party at that
party's sole expense. Notwithstanding any other provision of this Indenture, the
Corporation shall not be liable to pay any settlement agreed to without its
written consent.

SECTION 608. 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. To the extent
permitted by the Trust Indenture Act, the Trustee shall not be deemed to have a
conflicting interest by virtue of being a trustee under this Indenture with
respect to Securities of more than one series or a trustee under the indenture
dated July 27, 2001 between the Corporation and the Trustee.

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

         There shall at all times be one (and only one) Trustee hereunder with
respect to the Securities of each series, which may be Trustee hereunder for
Securities of one or more other series. Each Trustee 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. If any such Person publishes
reports of condition at least annually, pursuant to law or to the requirements
of its supervising or examining authority, then for the purposes of this Section
and to the extent permitted by the Trust Indenture Act, 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 with respect to the Securities of any series 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 in accordance with the applicable requirements of
                  Section 611.

         (b)      The Trustee may resign at any time with respect to the
                  Securities of one or more series by giving written notice
                  thereof to the Corporation. If the instrument of acceptance by
                  a successor Trustee required by Section 611 shall not have
                  been delivered to the Trustee within 30 days after the

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<PAGE>

                  giving of such notice of resignation, the resigning Trustee
                  may petition any court of competent jurisdiction for the
                  appointment of a successor Trustee with respect to the
                  Securities of such series.

         (c)      The Trustee may be removed at any time with respect to the
                  Securities of any series by Act of the Holders of a majority
                  in principal amount of the Outstanding Securities of such
                  series, delivered to the Trustee and to the Corporation. If
                  the instrument of acceptance by a successor Trustee required
                  by Section 611 shall not have been delivered to the Trustee
                  within 30 days after the giving of such notice of removal, the
                  Trustee being removed may petition any court of competent
                  jurisdiction, at the expense of the Company, for the
                  appointment of a successor Trustee with respect to the
                  Securities of such series.

         (d)      If at any time:

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

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

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

then, in any such case,

                           (A)      the Corporation by a Board Resolution may
                                    remove the Trustee with respect to all
                                    Securities, or

                           (B)      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 with respect to all
                                    Securities and the appointment of a
                                    successor Trustee or Trustees.

         (e)      If the Trustee shall resign, be removed or become incapable of
                  acting, or if a vacancy shall occur in the office of Trustee
                  for any cause, with respect to the Securities of one or more
                  series, the Corporation, by a Board Resolution, shall promptly
                  appoint a successor Trustee or Trustees with respect to the
                  Securities of that or those series (it being understood that
                  any such successor Trustee may be appointed with respect to
                  the Securities of one or more or all of such series and that
                  at any time there shall be only one Trustee with respect to
                  the Securities of any particular series) and shall comply with
                  the applicable requirements of Section 611. If, within one
                  year after such resignation, removal or incapability, or the
                  occurrence of such vacancy, a successor Trustee with respect
                  to the Securities of any series shall be appointed by Act of
                  the Holders of a

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<PAGE>

                  majority in principal amount of the Outstanding Securities of
                  such series delivered to the Corporation and the retiring
                  Trustee, the successor Trustee so appointed shall, forthwith
                  upon its acceptance of such appointment in accordance with the
                  applicable requirements of Section 611, become the successor
                  Trustee with respect to the Securities of such series and to
                  that extent supersede the successor Trustee appointed by the
                  Corporation. If no successor Trustee with respect to the
                  Securities of any series shall have been so appointed by the
                  Corporation or the Holders and accepted appointment in the
                  manner required by Section 611, any Holder who has been a bona
                  fide Holder of a Security of such series for at least six
                  months may, on behalf of himself and all others similarly
                  situated, petition any court of competent jurisdiction for the
                  appointment of a successor Trustee with respect to the
                  Securities of such series.

         (f)      The Corporation shall give notice of each resignation and each
                  removal of the Trustee with respect to the Securities of any
                  series and each appointment of a successor Trustee with
                  respect to the Securities of any series to all Holders of
                  Securities of such series in the manner provided in Section
                  106. Each notice shall include the name of the successor
                  Trustee with respect to the Securities of such series and the
                  address of its Corporate Trust Office.

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

         In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Corporation and to the retiring Trustee
an instrument accepting such appointment, and thereupon the resignation or
removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Trustee; but, on the
request of the Corporation 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.

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Corporation,
the retiring Trustee and each successor Trustee with respect to the Securities
of one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts

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<PAGE>

hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Corporation or any successor Trustee,
such retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

         Upon request of any such successor Trustee, the Corporation shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Trustee all such rights, powers and trusts referred
to in the first or second preceding paragraph, as the case may be.

         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 CORPORATION.

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

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.

         The Trustee may appoint an Authenticating Agent or Agents with respect
to one or more series of Securities which shall be authorized to act on behalf
of the Trustee to authenticate Securities of such series issued upon original
issue and upon exchange, registration of transfer or partial redemption thereof
or pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an

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<PAGE>

Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent must be
acceptable to the Corporation and shall at all times be a corporation organized
and doing business under the laws of the United States of America, any State
thereof or the District of Columbia, authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of not less than
$50,000,000 and subject to supervision or examination by Federal or State
authority. If such Authenticating Agent 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 Authenticating Agent shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time an Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall continue to be an Authenticating Agent, provided such corporation shall be
otherwise eligible under this Section, without the execution or filing of any
paper or any further act on the part of the Trustee or the Authenticating Agent.

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

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Corporation. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof
to such Authenticating Agent and to the Corporation. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which must be acceptable to the Corporation and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Securities
of the series with respect to which such Authenticating Agent will serve. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent

                                       41

<PAGE>

shall be appointed unless eligible under the provisions of this Section.

         Any Authenticating Agent by the acceptance of its appointment shall be
deemed to have agreed with the Trustee that: it will perform and carry out the
duties of an Authenticating Agent as herein set forth; it will keep and maintain
and furnish to the Trustee from time to time as requested by the Trustee
appropriate records of all transactions carried out by it as Authenticating
Agent and will furnish the Trustee such other information and reports as the
Trustee may reasonably require; it is eligible for appointment as Authenticating
Agent under this Section 614 and will notify the Trustee promptly if it shall
cease to be so qualified; and it will indemnify the Trustee against any loss,
liability or expense incurred by the Trustee and will defend any claim asserted
against the Trustee by reason of acts or failures to act of the Authenticating
Agent but it shall have no liability for any action taken by it at the specific
written direction of the Trustee.

         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section.

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

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

         The Bank of New York, As Trustee

         By________________________________________

         As Authenticating Agent

         By _______________________________________

         Authorized Officer

                                  ARTICLE SEVEN
              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION

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

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

         (1)      semi-annually, not later than June 30 and December 31 in each
                  year, a list, in such form as the Trustee may reasonably
                  require, of the names and addresses of the Holders of
                  Securities of each series as of a date no more than 15 days
                  prior to the date such list is furnished, and

         (2)      at such other times as the Trustee may request in writing,
                  within 30 days after the receipt by the Corporation 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

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<PAGE>

capacity as Security Registrar.

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

         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, or its designee, 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.

         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 privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

         Every Holder of Securities, by receiving and holding the same, agrees
with the Corporation and the Trustee that neither the Corporation 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.

         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.

         Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than sixty days after each May 1
following the date of first issuance.

         A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Corporation. (The
Corporation will notify the Trustee when any Securities are listed on any stock
exchange pursuant to Section 704.)

SECTION 704. REPORTS BY CORPORATION.

         The Corporation 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 Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

         The Corporation shall notify the Trustee when any Securities are listed
on any stock exchange.

                                  ARTICLE EIGHT
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

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

         The Corporation covenants that it will not merge or consolidate with
any other Person or sell or convey all or substantially all of its assets to any
Person, except that the Corporation may merge or consolidate with, or sell or
convey all or substantially all of its assets to, any other Person, provided
that

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<PAGE>

         (1)      (a)      the Corporation shall be the continuing Person or

                  (b)      (i) the successor Person (if other than the
                           Corporation) shall be a Person organized and existing
                           under the laws of the United States of America or a
                           State thereof and

                           (ii)     such Person shall expressly assume the due
                                    and punctual payment of the principal of and
                                    any premium and interest on all the
                                    Securities, according to their tenor, and
                                    the due and punctual performance and
                                    observance of all of the covenants and
                                    conditions of this Indenture to be performed
                                    by the Corporation

     and

         (2)      the Corporation or such successor Person, as the case may be,
                  shall not, immediately after such merger or consolidation, or
                  such sale or conveyance, be in default in the performance of
                  any such covenant or condition and no event which with the
                  lapse of time, the giving of notice or both would constitute
                  an Event of Default shall have occurred and be continuing.

         For purposes of this Section 801, "substantially all of its assets"
shall mean, at any date, a portion of the non-current assets reflected in the
Corporation's consolidated balance sheet as of the end of the most recent
quarterly period that represents at least sixty-six and two-thirds percent (66
2/3%) of the total reported value of such assets.

SECTION 802. SUCCESSOR SUBSTITUTED.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person of the obligations under this Indenture
and the Securities in accordance with Section 801, such successor Person shall
succeed to and be substituted for the Corporation, with the same effect as if it
had been named herein as a party hereto, and the Corporation shall thereupon be
relieved of any further obligations or liabilities hereunder and upon the
Securities and the Corporation as the predecessor Person may thereupon or at any
time thereafter be dissolved, wound-up or liquidated. Such successor Person
thereupon may cause to be signed, and may issue either in its own name or in the
name of the predecessor corporation, any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Corporation and
delivered to the Trustee and, upon the order of such successor Person, instead
of the Corporation, and subject to all the terms, conditions and limitations in
this Indenture prescribed, the Trustee shall authenticate and shall deliver any
Securities which previously shall have been signed and delivered by the officers
of the Corporation to the Trustee for authentication and any Securities which
such successor Person thereafter shall cause to be signed and delivered to the
Trustee for that purpose. All the Securities so issued shall in all respects
have the same legal rank and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with the terms of this Indenture
as though all of such Securities had been issued at the date of the execution
hereof.

         In case of any such consolidation, merger, sale or conveyance such
changes in phraseology and form (but not in substance) may be made in the
Securities thereafter to be issued as may be appropriate.

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<PAGE>

SECTION 803. TRUSTEE ENTITLED TO OPINION.

         The Trustee, subject to the provisions of Sections 601 and 603, may
receive an Opinion of Counsel as conclusive evidence that any such
consolidation, merger, sale or conveyance, and any such assumption, complies
with the provisions of this Article Eight.

                                  ARTICLE NINE
                             SUPPLEMENTAL INDENTURES

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

         Without the consent of any Holders, the Corporation, when authorized by
its Board of Directors, 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 one or more of the following purposes:

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

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

         (3)      to add any additional Events of Default for the benefit of the
                  Holders of all or any series of Securities (and if such
                  additional Events of Default are to be for the benefit of less
                  than all series of Securities, stating that such additional
                  Events of Default are expressly being included solely for the
                  benefit of such series); or

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

         (5)      To add to, change or eliminate any of the provisions of this
                  Indenture in respect of one or more series of Securities,
                  provided that any such addition, change or elimination

                  (A)      shall neither

                           (i)      apply to any Security of any series created
                                    prior to the execution of such supplemental
                                    indenture and entitled to the benefit of
                                    such provision nor

                           (ii)     modify the rights of the Holder of any such
                                    Security with respect to such provision

                  or

                  (B)      shall become effective only when there is no such
                           Security Outstanding;

         or

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<PAGE>

         (6)      to secure the Securities pursuant to the requirements of
                  Section 1005 or to otherwise secure the Securities of any
                  series; or

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

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

         (9)      to cure any ambiguity, to correct or supplement any provision
                  herein which may be defective or inconsistent with any other
                  provision herein; or

         (10)     to make such amendments that do not adversely affect the
                  interests of the Holders of Securities of any series in any
                  material respect; or

         (11)     to add, change or eliminate any provision of this Indenture as
                  shall be necessary or desirable in accordance with any
                  amendments to the Trust Indenture Act.

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

         With the consent of the Holders of not less than a majority in
principal amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Corporation and
the Trustee, the Corporation, when authorized by its Board of Directors, and the
Trustee may enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Indenture or of modifying in any manner the rights of
the Holders of Securities of such series under this Indenture; provided,
however, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Security affected thereby,

         (1)      change the Stated Maturity of the principal of, or any
                  installment of principal of or interest on, any Security, or
                  reduce the principal amount thereof or the rate of interest
                  thereon or any premium payable upon the redemption thereof, or
                  reduce the amount of the principal of an Original Issue
                  Discount Security or any other Security which would be due and
                  payable upon a declaration of acceleration of the Maturity
                  thereof pursuant to Section 502, or change 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 adversely affect any right of the
                  Holder of any Security to require the Corporation to
                  repurchase such Security

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

                                       46

<PAGE>

         (3)      modify any of the provisions of this Section, Section 513 or
                  Section 1010, except to increase any percentage set forth in
                  such Sections or to provide that certain other provisions of
                  this Indenture cannot be modified or waived without the
                  consent of the Holder of each Outstanding Security affected
                  thereby; provided, however, that this clause shall not be
                  deemed to require the consent of any Holder with respect to
                  changes in the references to "the Trustee" and concomitant
                  changes in this Section and Section 1010.

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

         It shall not be necessary 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
Officer's Certificate and 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.

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

                                   ARTICLE TEN

                                       47

<PAGE>

                                    COVENANTS

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

         The Corporation covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the
principal of (including any amount in respect of original issue discount) and
any premium and interest on each of the Securities of such series at the Place
of Payment, at the respective times and in the manner provided in the Securities
and this Indenture. The principal of, premium, and interest on the Securities
shall be payable only in accordance with the terms of the relevant Security.

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.

         The Corporation will maintain an office or agency where Securities of
that series may be presented or surrendered for payment, where Securities of
that series may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Corporation in respect of the
Securities of that series and this Indenture may be served. The Corporation 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 Corporation 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, or an
affiliate of the Trustee, and the Corporation hereby appoints the Trustee as its
agent to receive all such presentations, surrenders, notices and demands.

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

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

         If the Corporation shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or interest on any of the Securities of that series,
segregate and hold in trust for the benefit of the Persons entitled thereto a
sum sufficient to pay the principal and any premium and 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 Corporation shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, 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
Corporation will promptly notify the Trustee of its action or failure so to act.

         The Corporation will cause each Paying Agent, other than the Trustee or
the Corporation, for any series of Securities to execute and deliver to the
Trustee an

                                       48

<PAGE>

instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (1) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2)
during the continuance of any default by the Corporation (or any other obligor
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series. Each of the Corporation and
the Trustee, having agreed to the foregoing on its behalf as a Paying Agent by
its execution and delivery of this instrument, has hereby satisfied the
provisions of this paragraph with respect to itself as a Paying Agent.

         The Corporation may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Corporation Order direct any Paying Agent to pay, to the Trustee all sums
held in trust by the Corporation 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
Corporation 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 Corporation, in trust for the payment of the principal of or any premium
or interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Corporation on Corporation Request, or (if then held by the
Corporation) shall be discharged from such trust; and the Holder of such
Security shall thereafter, as an unsecured general creditor, look only to the
Corporation for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Corporation 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 Corporation cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in 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 Corporation free of the trust formerly
impressed upon it.

SECTION 1004. STATEMENT BY OFFICERS AS TO DEFAULT.

     The Corporation will deliver to the Trustee, within 120 days after the end
of each fiscal year of the Corporation ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Corporation 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
Corporation shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

SECTION 1005. MORTGAGE OF CERTAIN PROPERTY

         If the Corporation or any Subsidiary of the Corporation shall Mortgage
as security for any indebtedness for money borrowed any Principal Property or
any shares of stock or other equity interests in any of the Corporation's
Subsidiaries that own, directly or indirectly one or more Principal Properties,
the Corporation will secure or will cause such

                                       49

<PAGE>

Subsidiary to secure each series of the Securities equally and ratably with all
indebtedness or obligations secured by the Mortgage then being given and with
any other indebtedness of the Corporation or such Subsidiary then entitled
thereto, provided, however, that this covenant shall not apply in the case of
the following:

                  (a)      any Mortgage existing on the date of this Indenture
                           (whether or not such Mortgage includes an
                           after-acquired property provision);

                  (b)      any Mortgage, including a purchase money Mortgage,
                           incurred in connection with the acquisition of any
                           Principal Property (for purposes hereof the creation
                           of any Mortgage within one hundred eighty (180) days
                           after the acquisition or completion of construction
                           of such Principal Property shall be deemed to be
                           incurred in connection with the acquisition of such
                           Principal Property), the assumption of any Mortgage
                           previously existing on such acquired property or any
                           Mortgage existing on the property of any corporation
                           when such corporation becomes a Subsidiary of the
                           Corporation;

                  (c)      any Mortgage on any Principal Property in favor of
                           the United States of America, any State, or any
                           agency, department, political subdivision or other
                           instrumentality of either, to secure partial,
                           progress or advance payments to the Corporation or
                           any Subsidiary of the Corporation pursuant to the
                           provisions of any contract or any statute;

                  (d)      any Mortgage on any Principal Property in favor of
                           the United States of America, any State, or any
                           agency, department, political subdivision or other
                           instrumentality of either, to secure borrowings by
                           the Corporation or any Subsidiary of the Corporation
                           for the purchase or construction of the property
                           Mortgaged;

                  (e)      any Mortgage on any Principal Property arising in
                           connection with or to secure all or any part of the
                           cost of the repair, construction, improvement,
                           alteration, or development of such Principal Property
                           or any portion thereof; or

                  (f)      any renewal of or substitution for any Mortgage
                           permitted under the preceding clauses.

         Notwithstanding the foregoing restriction contained in this Section
1005 and in Section 1006, the Corporation may and may permit its Subsidiaries
to, without equally and ratably securing the Securities, (1) Mortgage any
Principal Property or any shares of stock or other equity interests in any of
the Corporation's Subsidiaries that owns, directly or indirectly, one or more
Principal Properties or (2) sell or transfer any Principal Property with the
intention of taking back a lease on such Principal Property, in each case,
provided that at the time of such event, and after giving effect thereto, the
sum of the aggregate net book value of Principal Property or share of stock or
other equity interests so Mortgages (other than Mortgages permitted pursuant to
Section 1005(b)) and the aggregate net book value of all Principal Property not
then subject to a sale/leaseback transaction specified in Section 1006(a) (not
including any sale/leaseback transaction permitted pursuant to Section 1006(b))
does not exceed ten percent (10%) of Consolidated Net Tangible Assets.

                                       50

<PAGE>

SECTION 1006. SALES AND LEASE BACK OF CERTAIN PROPERTIES.

         The Corporation will not, nor will it permit any Subsidiary of the
Corporation to, sell or transfer any Principal Property with the intention of
taking back a lease of such Principal Property, provided, however, this covenant
shall not apply if:

         (a)      the lease is to a Subsidiary of the Corporation (or to the
                  Corporation in the case of a Subsidiary),

         (b)      the lease is for a temporary period by the end of which it is
                  intended that the use of such Principal Property by the lessee
                  will be discontinued;

         (c)      the Corporation or a Subsidiary of the Corporation could, in
                  accordance with Section 1005, Mortgage such Principal Property
                  without equally and ratably securing the Securities; or

         (d)      (i)      the Corporation promptly informs the Trustee of such
                           sale,

                  (ii)     the net proceeds of such sale are at least equal to
                           the fair value (as determined by resolution adopted
                           by the Board of Directors) of such Principal Property
                           and

                  (iii)    the Corporation shall, and in any such case the
                           Corporation covenants that it will, within one
                           hundred and eighty (180) days after such sale, apply
                           an amount equal to the net proceeds of such sale to
                           the retirement of debt of the Corporation, or of a
                           Subsidiary of the Corporation in the case of property
                           of such Subsidiary, maturing by its terms more than
                           one (1) year after the date on which it was
                           originally incurred (herein called "funded debt");
                           provided that the amount to be applied to the
                           retirement of funded debt of the Corporation or of a
                           Subsidiary of the Corporation shall be reduced by the
                           amount below if, within seventy-five (75) days after
                           such sale, the Corporation shall deliver to the
                           Trustee an Officers' Certificate:

                           (aa)     stating that on a specified date after such
                                    sale the Corporation or a Subsidiary of the
                                    Corporation, as the case may be, voluntarily
                                    retired a specified principal amount of
                                    funded debt,

                           (bb)     stating that such retirement was not
                                    effected by payment at maturity or pursuant
                                    to any applicable mandatory sinking fund or
                                    prepayment provision (other than provisions
                                    requiring retirement of any funded debt of
                                    the Corporation or a Subsidiary of the
                                    Corporation, as the case may be, under the
                                    circumstances referred to in this Section
                                    1006), and

                           (cc)     stating the then optional redemption or
                                    prepayment price applicable to the funded
                                    debt so retired or, if there is no such
                                    price applicable, the amount applied by the
                                    Corporation or a Subsidiary of the
                                    Corporation, as the case may be, to the
                                    retirement of such funded debt.

         In the event of such a sale or transfer the Corporation shall deliver
to the Trustee

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<PAGE>

a certified copy of the resolution of the Board of Directors referred to in the
parenthetical phrase contained in subclause (e)(ii) of this Section 1006 and an
Officers' Certificate setting forth all material facts under this Section 1006.
For the purposes of this Section 1006 the term retirement of such funded debt
shall include the "in substance defeasance" of such funded debt in accordance
with then applicable accounting rules.

SECTION 1007. CHANGE IN CONTROL.

         (a)      If there shall have occurred a Change in Control, Securities
                  shall be purchased by the Corporation, at the option of the
                  Holder thereof, at a purchase price (the "Change in Control
                  Purchase Price") equal to

                  (i)      unless otherwise specified in the terms of such
                           Securities, one hundred percent (100%) of the
                           principal amount thereof, together with accrued
                           interest to the Change in Control Purchase Date
                           referred to below (except that interest installments
                           due prior to the Change in Control Purchase Date will
                           be payable to the Holders of such Securities of
                           record at the close of business on the relevant
                           record dates according to their terms and the
                           provisions of Section 307), or

                  (ii)     such other price or prices as may be specified in the
                           terms of such Securities;

in each case as of the date that is thirty-five (35) Business Days after the
occurrence of the Change in Control (the "Change in Control Purchase Date"),
subject to satisfaction by or on behalf of the Holder of the requirements set
forth in Section 1007(c).

A "Change in Control" shall be deemed to have occurred at such time as any of
the following events shall occur:

         (1)      any Person or group of Persons shall have acquired "beneficial
                  ownership" (within the meaning of Section 13(d) or 14(d) of
                  the Exchange Act, as amended, and the applicable rules and
                  regulations thereunder) of shares of Voting Stock representing
                  at least thirty-five percent (35%) of the outstanding Voting
                  Power of the Corporation,

         (2)      during any period of twenty-five (25) consecutive months,
                  commencing before or after the date of this Indenture,
                  individuals who at the beginning of such twenty-five month
                  period were directors of the Corporation (together with any
                  replacement or additional directors whose election was
                  recommended by incumbent management of the Corporation or who
                  were elected by a majority of directors then in office) cease
                  to constitute a majority of the board of directors of the
                  Corporation, or

         (3)      any person or group of related persons shall acquire all or
                  substantially all of the assets of the Corporation;

provided that a Change in Control shall not be deemed to have occurred pursuant
to clause (3) above if the Corporation shall have merged or consolidated with or
transferred all or substantially all of its assets to another corporation in
compliance with the provisions of Section 801 and the surviving or successor or
transferee corporation is no more leveraged than was the Corporation immediately
prior to such event. For purposes of this definition, the term "leveraged" when
used with respect to

                                       52

<PAGE>

     any corporation shall mean the percentage represented by the total assets
     of that corporation divided by its stockholders' equity (or members'
     equity, as the case may be), in each case determined and as would be shown
     in a consolidated balance sheet of such entity prepared in accordance with
     generally accepted accounting principles in the United States of America.

         Notwithstanding the foregoing provisions of this Section 1007, a Change
in Control shall not be deemed to have occurred by virtue of:

                  (i)      the Corporation, any Subsidiary of the Corporation,
                           any employee stock ownership plan or any other
                           employee benefit plan of the Corporation or any such
                           Subsidiary, or any person holding Voting Stock for or
                           pursuant to the terms of any such employee benefit
                           plan, acquiring beneficial ownership of shares of
                           Voting Stock, whether representing thirty-five
                           percent (35%) or more of the outstanding Voting Power
                           of the Corporation or otherwise or

                  (ii)     any Person whose ownership of shares of Voting Stock
                           representing thirty-five percent (35%) or more of the
                           outstanding Voting Power of the Corporation results
                           solely from the Corporation's calculation from time
                           to time of the relative voting rights of the classes
                           of Voting Stock of the Corporation.

         (b)      Within fifteen (15) Business Days after the occurrence of a
                  Change in Control, the Corporation shall mail a written notice
                  of Change in Control by first-class mail to the Trustee and to
                  each Holder (and to beneficial owners as required by
                  applicable law) of Securities of any series and shall cause a
                  copy of such notice to be published in a daily newspaper of
                  national circulation. The notice shall state:

                  (1)      the events causing a Change in Control (specifying
                           such events) and the date of such Change in Control;

                  (2)      the date by which the Change in Control Purchase
                           Notice pursuant to this Section 1007 must be given;

                  (3)      the Change in Control Purchase Date;

                  (4)      the Change in Control Purchase Price;

                  (5)      the name and address of the Paying Agent for such
                           series;

                  (6)      that on the Change in Control Purchase Date each
                           Security of such series surrendered in accordance
                           with this Section 1007 and the terms of such Security
                           for payment at the Change in Control Purchase Price
                           will be purchased by the Corporation at such price
                           and, if applicable, that interest thereon will cease
                           to accrue on and after such date;

                  (7)      the procedures the Holder must follow to exercise
                           rights under this Section 1007, including procedures
                           to be followed by a Holder acting as a Holder of
                           record on behalf of more than one beneficial owner in
                           exercising rights specified in this Section 1007 with
                           respect to less than all such beneficial owners; and

                  (8)      the procedures for withdrawing a Change in Control
                           Purchase

                                       53

<PAGE>

                           Notice.

         (c)      A Holder of Securities of any series may exercise its rights
                  specified in Section 1007(a) by delivering a written notice of
                  purchase (a "Change in Control Purchase Notice") to the Paying
                  Agent for such series at its address set forth on the notice
                  sent pursuant to Section 1007(b)(5) at any time prior to the
                  close of business on the Change in Control Purchase Date with
                  respect to such Change of Control, stating:

                  (1)      the certificate number or numbers of the Security or
                           Securities which the Holder will deliver to be
                           purchased; and

                  (2)      that such Security or Securities shall be purchased
                           pursuant to the terms and conditions specified herein
                           and in the Corporation's notice pursuant to Section
                           1007(b).

         A Holder may, but is not required to, use the Form of Change in Control
Purchase Notice attached hereto as Exhibit A.

         The delivery of such Security or Securities to such Paying Agent prior
to, on or after the Change in Control Purchase Date (together with all necessary
endorsements) at the offices of such Paying Agent shall be a condition to the
receipt by the Holder of the Change in Control Purchase Price therefor,
provided, however, that such Change in Control Purchase Price shall be so paid
pursuant to this Section 1007 only if the Security or Securities so delivered to
the Paying Agent shall conform in all respects to the description thereof set
forth in the related Change in Control Purchase Notice.

         The Corporation shall establish procedures to permit a Holder of a
Security or Securities acting as a Holder of record on behalf of more than one
beneficial owner to exercise the rights specified in this Section 1007 with
respect to less than all such beneficial owners.

         Any purchase by the Corporation contemplated pursuant to the provisions
of this Section 1007 shall be consummated by the delivery of the consideration
to be received by the Holder promptly following the later of the Change in
Control Purchase Date and the time of delivery of the Security.

         Notwithstanding anything herein to the contrary, any Holder of
Securities of a series delivering to the Paying Agent for such series the Change
in Control Purchase Notice contemplated by this Section 1007(c) shall have the
right to withdraw such Change in Control Purchase Notice at any time prior to
the close of business on the Change in Control Purchase Date by delivery of a
written notice of withdrawal to such Paying Agent in accordance with Section
1008. A Holder may, but is not required to, use the Form of Notice of Withdrawal
of Change in Control Purchase Notice attached hereto as Exhibit B.

SECTION 1008. CHANGE IN CONTROL PURCHASE PRICE.

         Upon receipt by the Corporation of the Change in Control Purchase
Notice specified in Section 1007(c), the Holder of the Security in respect of
which such notice was given shall (unless such notice is withdrawn as specified
in the following two paragraphs) thereafter be entitled to receive solely the
Change in Control Purchase Price with respect to such Security. Such price shall
be paid to such Holder promptly following the later of:

                                       54

<PAGE>

         (i)      the Change in Control Purchase Date with respect to such
                  Security (provided the conditions in Section 1007(c) have been
                  satisfied) and

         (y)      the time of delivery of such Security to the Paying Agent
                  therefor by the Holder thereof in the manner required by
                  Section 1007(c).

         A Change in Control Purchase Notice may be withdrawn by means of a
written notice of withdrawal signed by the Holder delivered to the office of
such Paying Agent at its address set forth on the notice sent pursuant to
Section 1007(b)(5) at any time prior to the close of business on the Change in
Control Purchase Date specifying the certificate number or numbers of the
Security or Securities in respect of which such notice of withdrawal is being
submitted.

         A Holder may, but is not required to, use the Form of Notice of
Withdrawal of Change in Control Purchase Notice attached hereto as Exhibit B.

SECTION 1009. DEPOSIT OF CHANGE IN CONTROL PURCHASE PRICE.

         On or before the Business Day following the Change in Control Purchase
Date, the Corporation shall deposit with the Trustee or with the Paying Agent
(or, if the Corporation or a Subsidiary or an Affiliate of either of them is
acting as the Paying Agent, shall segregate and hold in trust as provided in
Section 1003) an amount of money sufficient to pay the aggregate Change in
Control Purchase Price of all the Securities which are to be purchased as of the
Change in Control Purchase Date.

SECTION 1010. WAIVER OF CERTAIN COVENANTS.

         Except as otherwise specified as contemplated by Section 301 for
Securities of such series, the Corporation may, with respect to the Securities
of any series, omit in any particular instance to comply with any term,
provision or condition set forth in any covenant provided pursuant to Section
301(18), 901(2) or 901(7) for the benefit of the Holders of such series or in
any of Sections 1005 through 1009, inclusive, if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Corporation and
the duties of the Trustee in respect of any such term, provision or condition
shall remain in full force and effect.

                                 ARTICLE ELEVEN
                            REDEMPTION OF SECURITIES

SECTION 1101. APPLICABILITY OF ARTICLE.

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

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.

         The election of the Corporation to redeem any Securities shall be
evidenced by a Board Resolution or in another manner specified as contemplated
by Section 301 for such Securities. In case of any redemption at the election of
the Corporation of less than all the Securities of any series (including any
such redemption affecting only a single Security), the Corporation shall, at
least 60 days prior to the Redemption Date fixed by

                                       55

<PAGE>

the Corporation (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Corporation shall furnish
the Trustee with an Officers' Certificate evidencing compliance with such
restriction.

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

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

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

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

         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 1104. NOTICE OF REDEMPTION.

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

         All notices of redemption shall state:

         (1)      the Redemption Date,

         (2)      the Redemption Price,

         (3)      if less than all the Outstanding Securities of any series
                  consisting of more

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<PAGE>

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

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

         (5)      the place or places where each such Security is to be
                  surrendered for payment of the Redemption Price, and

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

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

SECTION 1105. DEPOSIT OF REDEMPTION PRICE.

         Prior to 10:00 a.m., New York City time, on any Redemption Date, the
Corporation shall deposit with the Trustee or with a Paying Agent (or, if the
Corporation 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 1106. 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
Corporation 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 Corporation at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that, unless otherwise
specified as contemplated by Section 301, installments of interest whose Stated
Maturity is on or prior to the Redemption Date will 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 any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

SECTION 1107. SECURITIES REDEEMED IN PART.

         Any Security that is to be redeemed only in part shall be surrendered
at a Place of Payment therefor (with, if the Corporation or the Trustee so
requires, due endorsement by, or a written instrument of transfer in form
satisfactory to the Corporation and the Trustee duly executed by, the Holder
thereof or his attorney duly authorized in writing), and the Corporation shall
execute, and the Trustee shall

                                       57
<PAGE>

authenticate and deliver to the Holder of such Security without service charge,
a new Security or Securities of the same series and of like tenor, of any
authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered.

                                 ARTICLE TWELVE
                                  SINKING FUNDS

SECTION 1201. APPLICABILITY OF ARTICLE.

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

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

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

         The Corporation

         (1)      may deliver Outstanding Securities of a series (other than any
                  previously called for redemption) and

         (2)      may apply as a credit Securities of a series which have been
                  redeemed either at the election of the Corporation pursuant to
                  the terms of such Securities or through the application of
                  permitted optional sinking fund payments pursuant to the terms
                  of such Securities,

in each case in satisfaction of all or any part of any sinking fund payment with
respect to any Securities of such series required to be made pursuant to the
terms of such Securities as and to the extent provided for by the terms of such
Securities; provided that the Securities to be so credited have not been
previously so credited. The Securities to be so credited shall be received and
credited for such purpose by the Trustee at the Redemption Price, as specified
in the Securities so to be redeemed, for redemption through operation of the
sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND.

         Not less than 45 days prior to each sinking fund payment date for any
Securities, the Corporation will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund payment for such
Securities pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities pursuant to
Section 1202 and will also deliver to the Trustee any Securities to be so
delivered. Not less than 15 nor more than 45 days prior to each such sinking
fund payment date, the Trustee shall select the Securities to be redeemed upon
such sinking fund payment date in the manner specified in Section 1103 and cause
notice of the redemption thereof to be given in the name of and at the expense
of the Corporation in

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<PAGE>

the manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                ARTICLE THIRTEEN
                                   DEFEASANCE

SECTION 1301. CORPORATION'S OPTION TO EFFECT DEFEASANCE.

         The Corporation may elect, at its option at any time, to have Section
1302 or Section 1303 applied to any Securities or any series of Securities, as
the case may be, designated pursuant to Section 301 as being defeasible pursuant
to such Section 1302 or 1303, in accordance with any applicable requirements
provided pursuant to Section 301 and upon compliance with the conditions set
forth in this Article. Any such election shall be evidenced by a Board
Resolution or in another manner specified as contemplated by Section 301 for
such Securities.

SECTION 1302. DEFEASANCE AND DISCHARGE.

         Upon the Corporation's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be, the Corporation shall be deemed to have been discharged from its obligations
with respect to such Securities as provided in this Section on and after the
date the conditions set forth in Section 1304 are satisfied (a "Defeasance").
Defeasance means that the Corporation shall be deemed to have paid and
discharged the entire indebtedness represented by such Securities and to have
satisfied all its other obligations under such Securities and this Indenture
insofar as such Securities are concerned (and the Trustee, at the expense of the
Corporation, 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 such Securities to receive, solely
                  from the trust fund described in Section 1304 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 Corporation'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 Corporation may exercise
its option (if any) to have this Section applied to any Securities
notwithstanding the prior exercise of its option (if any) to have Section 1303
applied to such Securities.

SECTION 1303. COVENANT DEFEASANCE.

         Upon the Corporation's exercise of its option (if any) to have this
Section applied to any Securities or any series of Securities, as the case may
be,

         (1)      the Corporation shall be released from its obligations under
                  Section 801, Section 803, Sections 1005 through 1007,
                  inclusive, Section 1009 and any covenants provided pursuant to
                  Section 301(18), 901(2) or 901(6) for the benefit of the
                  Holders of such Securities, and

                                       59
<PAGE>

         (2)      the occurrence of any event specified in Sections 501(4),
                  501(5) (with respect to any of Section 801, Section 803,
                  Sections 1005 through 1007, inclusive, Section 1009 and any
                  such covenants provided pursuant to Section 301(18), 901(2) or
                  901(6)) and 501(8) shall be deemed not to be or result in an
                  Event of Default,

in each case with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Covenant Defeasance"). For this purpose, such Covenant
Defeasance means that, with respect to such Securities, the Corporation 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(5)), whether directly or indirectly by reason of any
reference elsewhere herein to any such Section or by reason of any reference in
any such Section to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

         The following shall be the conditions to the application of Section
1302 or Section 1303 to any Securities or any series of Securities, as the case
may be:

         (1)      The Corporation shall irrevocably have deposited or caused to
                  be deposited with the Trustee (or another trustee which
                  satisfies the requirements contemplated by Section 609 and
                  agrees to comply with the provisions of this Article
                  applicable to it) 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 such Securities,

                  (A)      Money in an amount (in such currency, currencies or
                           currency unit or units in which the Securities of
                           such series are payable), or

                  (B)      In the case of Securities denominated in Dollars,
                           U.S. Government Obligations, or, in the case of
                           Securities denominated in a Foreign Currency, Foreign
                           Government Obligations, that 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)      In the case of Securities denominated in Dollars,
                           Defeased Municipal Obligations, that 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

                  (D)      A combination thereof,

in each case sufficient, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, 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 such Securities on the respective
Stated Maturities, in accordance with the terms of this Indenture and such
Securities.

                                       60
<PAGE>

         (2)      In the event of an election to have Section 1302 apply to any
                  Securities or any series of Securities, as the case may be,
                  the Corporation shall have delivered to the Trustee an Opinion
                  of Counsel stating that

                  (A)      the Corporation 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 such 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 such Securities and will be subject to
Federal income tax on the same amount, 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 1303 apply to any
                  Securities or any series of Securities, as the case may be,
                  the Corporation shall have delivered to the Trustee an Opinion
                  of Counsel to the effect that the Holders of such 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 such Securities and will be
                  subject to Federal income tax on the same amount, 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 such
                  Securities or any other Securities shall have occurred and be
                  continuing at the time of such deposit or, with regard to any
                  such event specified in Sections 501(6) and (7), at any time
                  on or prior to the 90th day after the date of such deposit (it
                  being understood that this condition shall not be deemed
                  satisfied until after such 90th 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 constitute a default under, any other agreement or
                  instrument to which the Corporation 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 Corporation Act
                  of 1940 (and any statute successor thereto) unless such trust
                  shall be registered under such Act or exempt from registration
                  thereunder.

         (8)      The Corporation shall have delivered to the Trustee an
                  Officer's Certificate and an Opinion of Counsel, each stating
                  that all conditions precedent with respect to such Defeasance
                  or Covenant Defeasance have been complied with.

SECTION 1305. DEPOSITED MONEY, U.S. GOVERNMENT OBLIGATIONS AND DEFEASED

                                       61
<PAGE>

MUNICIPAL OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS.

         Subject to the provisions of the last paragraph of Section 1003, all
money, U.S. Government Obligations (including the proceeds thereof), Defeased
Municipal Obligations (including the proceeds thereof) and Foreign Government
Obligations (including the proceeds thereof) deposited with the Trustee or other
qualifying trustee (solely for purposes of this Section and Section 1306, the
Trustee and any such other trustee are referred to collectively as the
"Trustee") pursuant to Section 1304 in respect of any Securities shall be held
in trust and applied by the Trustee, in accordance with the provisions of such
Securities and this Indenture, to the payment, either directly or through any
such Paying Agent (including the Corporation acting as its own Paying Agent) as
the Trustee may determine, to the Holders of such 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 Corporation shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the U.S. Government
Obligations and Foreign Government Obligations deposited pursuant to Section
1304 or the principal and interest received in respect thereof other than any
such tax, fee or other charge which by law is for the account of the Holders of
Outstanding Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Corporation from time to time upon Corporation
Request any money, U.S. Government Obligations, Defeased Municipal Obligations
or Foreign Government Obligations held by it as provided in Section 1304 with
respect to any Securities that, 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 such Securities.

SECTION 1306. REINSTATEMENT.

         If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any 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 such Securities from which the Corporation has been discharged or
released pursuant to Section 1302 or 1303 shall be revived and reinstated as
though no deposit had occurred pursuant to this Article with respect to such
Securities, until such time as the Trustee or Paying Agent is permitted to apply
all money held in trust pursuant to Section 1305 with respect to such Securities
in accordance with this Article; provided, however, if the Corporation makes any
payment of principal of or any premium or interest on any such Security
following such reinstatement of its obligations, the Corporation 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.

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

                             UNITED STATES STEEL CORPORATION

                                62
<PAGE>

                             By:_________________________________________
                                      Name: Gretchen R. Haggerty
                                      Title: Executive Vice President, Treasurer
                                      and Chief Financial Officer

                             The Bank of New York

                             By:__________________________________________
                                      Name:
                                      Title:

                                       63
<PAGE>

                                                                       EXHIBIT A

                        CHANGE IN CONTROL PURCHASE NOTICE

                                     [DATE]

United States Steel Corporation
600 Grant Street
Room 611
Pittsburgh, PA 15219-4776

Ladies and Gentlemen:

         This letter represents a Change in Control Purchase Notice as defined
in and pursuant to Section 1007(c) of the Indenture dated as of      , between
United States Steel Corporation (the "Corporation") and The Bank of New York, as
Trustee (the "Trustee"), relating to Securities of the Corporation (the
"Securities").

         1.       The certificate number[s] of the Security or Securities which
                  the undersigned will deliver to be purchased is/are]

         2.       The undersigned elects to exercise the undersigned's option to
                  have the above designated Security or Securities purchased
                  pursuant to the terms and conditions specified in the
                  Securities.

Very truly yours,

                                      A-1

<PAGE>

                                                                       EXHIBIT B

                    NOTICE OF WITHDRAWAL OF CHANGE IN CONTROL

                                 PURCHASE NOTICE

                                     [DATE]

United States Steel Corporation
600 Grant Street
Room 611
Pittsburgh, PA 15219-4776

Ladies and Gentlemen:

         The undersigned hereby withdraws the Change in Control Purchase Notice
as defined in and pursuant to Section 1008 of the Indenture dated as of ,
between United States Steel Corporation (the "Corporation") and The Bank of New
York, as Trustee (the "Trustee"), relating to Securities of the Corporation (the
"Securities"), previously delivered to you by the undersigned.

         The following information is supplied by the undersigned with respect
to the election of withdrawal:

         The certificate number[s] of the Security or Securities in respect of
which such notice of withdrawal is being submitted [is/are]

Very truly yours,

                                      B-1

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                        <C>
ARTICLE ONE Definitions and Other Provisions of General Application.....................................................    1
   SECTION 101.  Definitions............................................................................................    1
   SECTION 102.  Compliance Certificates and Opinions...................................................................    8
   SECTION 103.  Form of Documents Delivered to Trustee.................................................................    8
   SECTION 104.  Acts of Holders; Record Dates..........................................................................    9
   SECTION 105.  Notices, Etc., to Trustee and Corporation..............................................................   10
   SECTION 106.  Notice to Holders; Waiver..............................................................................   10
   SECTION 107.  Conflict with Trust Indenture Act......................................................................   10
   SECTION 108.  Effect of Headings and Table of Contents...............................................................   10
   SECTION 109.  Successors and Assigns.................................................................................   11
   SECTION 110.  Severability Clause....................................................................................   11
   SECTION 111.  Benefits of Indenture..................................................................................   11
   SECTION 112.  Governing Law..........................................................................................   11
   SECTION 113.  Legal Holidays.........................................................................................   11
ARTICLE TWO Security Forms..............................................................................................   11
   SECTION 201.  Forms Generally........................................................................................   11
   SECTION 202.  Form of Face of Security...............................................................................   11
   SECTION 203.  Form of Reverse of Security............................................................................   13
   SECTION 204.  Form of Legend for Global Securities...................................................................   17
   SECTION 205.  Form of Trustee's Certificate of Authentication........................................................   17
ARTICLE THREE The Securities............................................................................................   17
   SECTION 301.  Amount Unlimited; Issuable in Series...................................................................   17
   SECTION 302.  Denominations..........................................................................................   20
   SECTION 303.  Execution, Authentication, Delivery and Dating.........................................................   20
   SECTION 304.  Temporary Securities...................................................................................   21
   SECTION 305.  Registration, Registration of Transfer and Exchange....................................................   22
   SECTION 306.  Mutilated, Destroyed, Lost and Stolen Securities.......................................................   23
   SECTION 307.  Payment of Interest; Interest Rights Preserved.........................................................   24
   SECTION 308.  Persons Deemed Owners..................................................................................   25
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                                          <C>
   SECTION 309.  Cancellation.............................................................................................   25
   SECTION 310.  Computation of Interest..................................................................................   26
ARTICLE FOUR Satisfaction and Discharge...................................................................................   26
   SECTION 401.  Satisfaction and Discharge of Indenture..................................................................   26
   SECTION 402.  Application of Trust Money...............................................................................   27
ARTICLE FIVE Remedies.....................................................................................................   27
   SECTION 501.  Events of Default........................................................................................   27
   SECTION 502.  Acceleration of Maturity; Rescission and Annulment.......................................................   29
   SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee..........................................   30
   SECTION 504.  Trustee May File Proofs of Claim.........................................................................   30
   SECTION 505.  Trustee May Enforce Claims Without Possession of Securities..............................................   31
   SECTION 506.  Application of Money Collected...........................................................................   31
   SECTION 507.  Limitation on Suits......................................................................................   32
   SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest................................   32
   SECTION 509.  Restoration of Rights and Remedies.......................................................................   32
   SECTION 510.  Rights and Remedies Cumulative...........................................................................   33
   SECTION 511.  Delay or Omission Not Waiver.............................................................................   33
   SECTION 512.  Control by Holders.......................................................................................   33
   SECTION 513.  Waiver of Past Defaults..................................................................................   33
   SECTION 514.  Undertaking for Costs....................................................................................   33
   SECTION 515.  Waiver of Usury, Stay or Extension Laws..................................................................   34
ARTICLE SIX The Trustee...................................................................................................   34
   SECTION 601.  Certain Duties and Responsibilities......................................................................   34
   SECTION 602.  Notice of Defaults.......................................................................................   34
   SECTION 603.  Certain Rights of Trustee................................................................................   34
   SECTION 604.  Not Responsible for Recitals or Issuance of Securities...................................................   36
   SECTION 605.  Trustee May Hold Securities..............................................................................   36
   SECTION 606.  Money Held in Trust......................................................................................   36
   SECTION 607.  Compensation, Reimbursement, Indemnification.............................................................   36
   SECTION 608.  Conflicting Interests....................................................................................   37
   SECTION 609.  Corporate Trustee Required; Eligibility..................................................................   37
   SECTION 610.  Resignation and Removal; Appointment of Successor........................................................   37
   SECTION 611.  Acceptance of Appointment by Successor...................................................................   39
   SECTION 612.  Merger, Conversion, Consolidation or Succession to Business..............................................   40
   SECTION 613.  Preferential Collection of Claims Against Corporation....................................................   40
   SECTION 614.  Appointment of Authenticating Agent......................................................................   40
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                         <C>
ARTICLE SEVEN Holders' Lists and Reports by Trustee and Corporation......................................................   42
   SECTION 701.  Corporation to Furnish Trustee Names and Addresses of Holders...........................................   42
   SECTION 702.  Preservation of Information; Communications to Holders..................................................   43
   SECTION 703.  Reports by Trustee......................................................................................   43
   SECTION 704.  Reports by Corporation..................................................................................   43
ARTICLE EIGHT Consolidation, Merger, Conveyance, Transfer or Lease.......................................................   43
   SECTION 801.  Corporation May Consolidate, Etc., Only on Certain Terms................................................   43
   SECTION 802.  Successor Substituted...................................................................................   44
   SECTION 803.  Trustee Entitled to Opinion.............................................................................   45
ARTICLE NINE Supplemental Indentures.....................................................................................   45
   SECTION 901.  Supplemental Indentures Without Consent of Holders......................................................   45
   SECTION 902.  Supplemental Indentures With Consent of Holders.........................................................   46
   SECTION 903.  Execution of Supplemental Indentures....................................................................   47
   SECTION 904.  Effect of Supplemental Indentures.......................................................................   47
   SECTION 905.  Conformity with Trust Indenture Act.....................................................................   47
   SECTION 906.  Reference in Securities to Supplemental Indentures......................................................   47
ARTICLE TEN Covenants....................................................................................................   47
   SECTION 1001. Payment of Principal, Premium and Interest..............................................................   48
   SECTION 1002. Maintenance of Office or Agency.........................................................................   48
   SECTION 1003. Money for Securities Payments to Be Held in Trust.......................................................   48
   SECTION 1004. Statement by Officers as to Default.....................................................................   49
   SECTION 1005. Mortgage of Certain Property............................................................................   49
   SECTION 1006. Sales and Lease Back of Certain Properties..............................................................   51
   SECTION 1007. Change in Control.......................................................................................   52
   SECTION 1008. Change in Control Purchase Price........................................................................   54
   SECTION 1009. Deposit of Change in Control Purchase Price.............................................................   55
   SECTION 1010. Waiver of Certain Covenants.............................................................................   55
ARTICLE ELEVEN Redemption of Securities..................................................................................   55
   SECTION 1101. Applicability of Article................................................................................   55
   SECTION 1102. Election to Redeem; Notice to Trustee...................................................................   55
   SECTION 1103. Selection by Trustee of Securities to Be Redeemed.......................................................   56
   SECTION 1104. Notice of Redemption....................................................................................   56
   SECTION 1105. Deposit of Redemption Price.............................................................................   57
   SECTION 1106. Securities Payable on Redemption Date...................................................................   57
   SECTION 1107. Securities Redeemed in Part.............................................................................   57
ARTICLE TWELVE Sinking Funds.............................................................................................   58
</TABLE>

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<PAGE>

<TABLE>
<S>                                                                                                                           <C>
   SECTION 1201. Applicability of Article..................................................................................   58
   SECTION 1202. Satisfaction of Sinking Fund Payments with Securities.....................................................   58
   SECTION 1203. Redemption of Securities for Sinking Fund.................................................................   58
ARTICLE THIRTEEN Defeasance................................................................................................   59
   SECTION 1301. Corporation's Option to Effect Defeasance.................................................................   59
   SECTION 1302. Defeasance and Discharge..................................................................................   59
   SECTION 1303. Covenant Defeasance.......................................................................................   59
   SECTION 1304. Conditions to Defeasance or Covenant Defeasance...........................................................   60
   SECTION 1305. Deposited Money, U.S. Government Obligations and Defeased Municipal Obligations to Be Held in Trust;
                 Miscellaneous  Provisions.................................................................................   61
   SECTION 1306. Reinstatement.............................................................................................   62
</TABLE>

                                       iv