Exhibit
4.1


 


UNITED
STATES STEEL CORPORATION,


Issuer


and


THE BANK
OF NEW YORK,


Trustee






 


INDENTURE


Dated as
of May 21, 2007






 


Senior
Securities



   
 















TABLE OF
CONTENTS


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I    DEFINITIONS AND OTHER PROVISIONS OF
  GENERAL APPLICATION

  	
   

  	
  1

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 1.01

  	
   

  	
  Definitions

  	
   

  	
  1

  
	
  Section 1.02

  	
   

  	
  Compliance Certificates and Opinions

  	
   

  	
  7

  
	
  Section 1.03

  	
   

  	
  Form of Documents Delivered to Trustee

  	
   

  	
  7

  
	
  Section 1.04

  	
   

  	
  Acts of Holders; Record Dates

  	
   

  	
  8

  
	
  Section 1.05

  	
   

  	
  Notices, Etc., to Trustee and Company

  	
   

  	
  10

  
	
  Section 1.06

  	
   

  	
  Notice to Holders; Waiver

  	
   

  	
  10

  
	
  Section 1.07

  	
   

  	
  Conflict with Trust Indenture Act

  	
   

  	
  10

  
	
  Section 1.08

  	
   

  	
  Effect of Headings and Table of Contents

  	
   

  	
  11

  
	
  Section 1.09

  	
   

  	
  Successors and Assigns

  	
   

  	
  11

  
	
  Section 1.10

  	
   

  	
  Separability Clause

  	
   

  	
  12

  
	
  Section 1.11

  	
   

  	
  Benefits of Indenture

  	
   

  	
  12

  
	
  Section 1.12

  	
   

  	
  Governing Law

  	
   

  	
  12

  
	
  Section 1.13

  	
   

  	
  Legal Holidays

  	
   

  	
  12

  
	
  Section 1.14

  	
   

  	
  Waiver of Jury Trial

  	
   

  	
  12

  
	
  Section 1.15

  	
   

  	
  Force Majeure

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II    SECURITY FORMS

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 2.01

  	
   

  	
  Forms Generally

  	
   

  	
  12

  
	
  Section 2.02

  	
   

  	
  Form of Face of Security

  	
   

  	
  13

  
	
  Section 2.03

  	
   

  	
  Form of Reverse of Security

  	
   

  	
  15

  
	
  Section 2.04

  	
   

  	
  Form of Legend for Global Securities

  	
   

  	
  18

  
	
  Section 2.05

  	
   

  	
  Form of Trustee’s Certificate of Authentication

  	
   

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III    THE SECURITIES

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.01

  	
   

  	
  Amount Unlimited; Issuable in Series

  	
   

  	
  19

  
	
  Section 3.02

  	
   

  	
  Denominations

  	
   

  	
  21

  
	
  Section 3.03

  	
   

  	
  Execution, Authentication, Delivery and Dating

  	
   

  	
  21

  
	
  Section 3.04

  	
   

  	
  Temporary Securities

  	
   

  	
  23

  
	
  Section 3.05

  	
   

  	
  Registration, Registration of Transfer and Exchange

  	
   

  	
  23

  
	
  Section 3.06

  	
   

  	
  Mutilated, Destroyed, Lost and Stolen Securities

  	
   

  	
  25

  



 



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TABLE OF CONTENTS

(continued)


 


 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 3.07

  	
   

  	
  Payment of Interest; Interest Rights Preserved

  	
   

  	
  25

  
	
  Section 3.08

  	
   

  	
  Persons Deemed Owners

  	
   

  	
  26

  
	
  Section 3.09

  	
   

  	
  Cancellation

  	
   

  	
  27

  
	
  Section 3.10

  	
   

  	
  Computation of Interest

  	
   

  	
  27

  
	
  Section 3.11

  	
   

  	
  CUSIP Numbers

  	
   

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV    SATISFACTION AND DISCHARGE

  	
   

  	
  27

  
	
   

  	
   

  	
   

  
	
  Section 4.01

  	
   

  	
  Satisfaction and Discharge of Indenture

  	
   

  	
  27

  
	
  Section 4.02

  	
   

  	
  Application of Trust Money

  	
   

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V    REMEDIES

  	
   

  	
  29

  
	
   

  	
   

  	
   

  
	
  Section 5.01

  	
   

  	
  Events of Default

  	
   

  	
  29

  
	
  Section 5.02

  	
   

  	
  Acceleration of Maturity; Rescission and Annulment

  	
   

  	
  30

  
	
  Section 5.03

  	
   

  	
  Collection and Suits for Enforcement by Trustee

  	
   

  	
  31

  
	
  Section 5.04

  	
   

  	
  Trustee May File Proofs of Claim

  	
   

  	
  31

  
	
  Section 5.05

  	
   

  	
  Trustee May Enforce Claims Without Possession of
  Securities

  	
   

  	
  32

  
	
  Section 5.06

  	
   

  	
  Application of Money Collected

  	
   

  	
  32

  
	
  Section 5.07

  	
   

  	
  Limitation on Suits

  	
   

  	
  33

  
	
  Section 5.08

  	
   

  	
  Unconditional Right of Holders to Receive Principal,
  Premium and Interest

  	
   

  	
  33

  
	
  Section 5.09

  	
   

  	
  Restoration of Rights and Remedies

  	
   

  	
  33

  
	
  Section 5.10

  	
   

  	
  Rights and Remedies Cumulative

  	
   

  	
  34

  
	
  Section 5.11

  	
   

  	
  Delay or Omission Not Waiver

  	
   

  	
  34

  
	
  Section 5.12

  	
   

  	
  Control by Holders

  	
   

  	
  34

  
	
  Section 5.13

  	
   

  	
  Waiver of Past Defaults

  	
   

  	
  34

  
	
  Section 5.14

  	
   

  	
  Undertaking for Costs

  	
   

  	
  35

  
	
  Section 5.15

  	
   

  	
  Waiver of Usury, Stay or Extension Laws

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI    THE TRUSTEE

  	
   

  	
  35

  
	
   

  	
   

  	
   

  
	
  Section 6.01

  	
   

  	
  Duties of Trustee

  	
   

  	
  35

  
	
  Section 6.02

  	
   

  	
  Rights of Trustee

  	
   

  	
  36

  
	
  Section 6.03

  	
   

  	
  Individual Rights of Trustee

  	
   

  	
  37

  
	
  Section 6.04

  	
   

  	
  Trustee’s Disclaimer

  	
   

  	
  38

  



 



 ii
 









 


TABLE OF CONTENTS

(continued)


 


 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Section 6.05

  	
   

  	
  Notice of Default

  	
   

  	
  38

  
	
  Section 6.06

  	
   

  	
  Reports by Trustee to Holders

  	
   

  	
  38

  
	
  Section 6.07

  	
   

  	
  Compensation and Indemnity

  	
   

  	
  38

  
	
  Section 6.08

  	
   

  	
  Replacement of Trustee

  	
   

  	
  39

  
	
  Section 6.09

  	
   

  	
  Successor Trustee by Merger, Etc

  	
   

  	
  40

  
	
  Section 6.10

  	
   

  	
  Eligibility; Disqualification

  	
   

  	
  40

  
	
  Section 6.11

  	
   

  	
  Preferential Collection of Claims against Company

  	
   

  	
  40

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII    HOLDERS’ LISTS AND REPORTS BY
  TRUSTEE AND COMPANY

  	
   

  	
  41

  
	
   

  	
   

  	
   

  
	
  Section 7.01

  	
   

  	
  Company to Furnish Trustee Names and Addresses of
  Holders

  	
   

  	
  41

  
	
  Section 7.02

  	
   

  	
  Preservation of Information; Communications to
  Holders

  	
   

  	
  41

  
	
  Section 7.03

  	
   

  	
  Reports by Trustee

  	
   

  	
  41

  
	
  Section 7.04

  	
   

  	
  Reports by Company

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII    CONSOLIDATION, MERGER,
  CONVEYANCE, TRANSFER OR LEASE

  	
   

  	
  42

  
	
   

  	
   

  	
   

  
	
  Section 8.01

  	
   

  	
  When Company May Merge, Etc

  	
   

  	
  42

  
	
  Section 8.02

  	
   

  	
  Successor Substituted

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX    SUPPLEMENTAL INDENTURES

  	
   

  	
  43

  
	
   

  	
   

  	
   

  
	
  Section 9.01

  	
   

  	
  Supplemental Indentures Without Consent of Holders

  	
   

  	
  43

  
	
  Section 9.02

  	
   

  	
  Supplemental Indentures with Consent of Holders

  	
   

  	
  44

  
	
  Section 9.03

  	
   

  	
  Execution of Supplemental Indentures

  	
   

  	
  45

  
	
  Section 9.04

  	
   

  	
  Effect of Supplemental Indentures

  	
   

  	
  45

  
	
  Section 9.05

  	
   

  	
  Conformity with Trust Indenture Act

  	
   

  	
  45

  
	
  Section 9.06

  	
   

  	
  Reference in Securities to Supplemental Indentures

  	
   

  	
  46

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X    COVENANTS

  	
   

  	
  46

  
	
   

  	
   

  	
   

  
	
  Section 10.01

  	
   

  	
  Payment of Securities

  	
   

  	
  46

  
	
  Section 10.02

  	
   

  	
  Maintenance of Office or Agency

  	
   

  	
  46

  
	
  Section 10.03

  	
   

  	
  Money for Securities Payments to Be Held in Trust

  	
   

  	
  47

  
	
  Section 10.04

  	
   

  	
  Compliance Certificate; Notice of Default

  	
   

  	
  48

  
	
  Section 10.05

  	
   

  	
  Corporate Existence

  	
   

  	
  48

  
	
  Section 10.06

  	
   

  	
  Waiver of Certain Covenants

  	
   

  	
  48

  



 



 iii
 









TABLE OF CONTENTS

(continued)


 


 


	
  

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE XI    REDEMPTION OF SECURITIES

  	
   

  	
  49

  
	
   

  	
   

  	
   

  
	
  Section 11.01

  	
   

  	
  Applicability of Article

  	
   

  	
  49

  
	
  Section 11.02

  	
   

  	
  Election to Redeem; Notice to Trustee

  	
   

  	
  49

  
	
  Section 11.03

  	
   

  	
  Selection by Trustee of Securities to Be Redeemed

  	
   

  	
  49

  
	
  Section 11.04

  	
   

  	
  Notice of Redemption

  	
   

  	
  50

  
	
  Section 11.05

  	
   

  	
  Deposit of Redemption Price

  	
   

  	
  50

  
	
  Section 11.06

  	
   

  	
  Securities Payable on Redemption Date

  	
   

  	
  50

  
	
  Section 11.07

  	
   

  	
  Securities Redeemed in Part

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII    SINKING FUNDS

  	
   

  	
  51

  
	
   

  	
   

  	
   

  
	
  Section 12.01

  	
   

  	
  Applicability of Article

  	
   

  	
  51

  
	
  Section 12.02

  	
   

  	
  Satisfaction of Sinking Fund Payments with
  Securities

  	
   

  	
  51

  
	
  Section 12.03

  	
   

  	
  Redemption of Securities for Sinking Fund

  	
   

  	
  52

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII    DEFEASANCE AND COVENANT
  DEFEASANCE

  	
   

  	
  53

  
	
   

  	
   

  	
   

  
	
  Section 13.01

  	
   

  	
  Company’s Option to Effect Defeasance or Covenant
  Defeasance

  	
   

  	
  53

  
	
  Section 13.02

  	
   

  	
  Defeasance and Discharge

  	
   

  	
  53

  
	
  Section 13.03

  	
   

  	
  Covenant Defeasance

  	
   

  	
  53

  
	
  Section 13.04

  	
   

  	
  Conditions to Defeasance or Covenant Defeasance

  	
   

  	
  53

  
	
  Section 13.05

  	
   

  	
  Deposited Money and U.S. Government Obligations to
  be Held in Trust; Other Miscellaneous Provisions

  	
   

  	
  55

  
	
  Section 13.06

  	
   

  	
  Reinstatement

  	
   

  	
  55

  



 



 iv















 


INDENTURE, dated
as of May 21, 2007, between United States Steel Corporation, a corporation duly
organized and existing under the laws of Delaware (herein called the “Company”),
having its principal office at 600 Grant Street, Pittsburgh, PA 15219, and The
Bank of New York, a New York banking corporation, as Trustee (herein called the
“Trustee”).


RECITALS OF THE COMPANY


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


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


NOW, THEREFORE, THIS INDENTURE WITNESSETH:


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


ARTICLE I



DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION


Section 1.01           Definitions.


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


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


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


(3)           all accounting terms not otherwise
defined herein have the meanings assigned to them in accordance with generally
accepted accounting principles, and, except as otherwise herein expressly
provided, the term GAAP 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)           the words “Article” and “Section”
refer to an Article and Section, respectively, of this Indenture;



 1
 









 


(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; and


(6)           Certain terms used principally in Articles
VI, X and XIII are defined in those Articles.


“Act”, when used with respect to any Holder, has the
meaning specified in Section 1.04.


“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.


“Bankruptcy Law” means Title 11, U.S. Code or any
similar Federal, state or foreign law for the relief of debtors.


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


“Business Day”, when used with respect to any Place of
Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is
not a day on which banking institutions in that Place of Payment are authorized
or obligated by law or executive order to close.


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


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


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


“Corporate Trust Office” means the principal office of
the Trustee in New York, New York at which at any particular time its corporate
trust business shall be administered, which office as of the date hereof is
located at 101 Barclay Street - 8th Floor West   New York, NY 10286,
Attn: Corporate Trust Administration.


 



 2
 









“Corporation” means a corporation, association,
company, joint-stock company or business trust.


“Covenant Defeasance” has the meaning specified in
Section 13.03.


“Defaulted Interest” has the meaning specified in
Section 3.07.


“Defeasance” has the meaning specified in Section
13.02.


“Defeasible Series” has the meaning specified in
Section 13.01.


“Depositary” means, with respect to Securities of any
series issuable 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
3.01.


“Establishment Action” shall mean:


(i)            a
resolution duly adopted by the Company’s Board of Directors establishing one or
more series of Securities, authorizing the issuance of any Security and/or
authorizing any other action that may be taken by the Company in connection
with this Indenture or the Securities, or


(ii)           a
resolution or action by a committee, officer or employee of the Corporation,
establishing one or more series of Securities, authorizing the issuance of any
Security and/or authorizing any other action that may be taken by the Company
in connection with this Indenture or the Securities, in each case, pursuant to
a resolution duly adopted by the Company’s Board of Directors.


“Event of Default” has the meaning specified in
Section 5.01.


“Exchange Act” means the Securities Exchange Act of
1934, as amended from time to time, and any statute successor thereto.


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


 “Global
Security” means a Security that evidences all or part of the Securities of any
series and is authenticated and delivered to, and registered in the name of,
the Depositary for such Securities or a nominee thereof.


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


 “Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into 


 



 3
 









pursuant to the
applicable provisions hereof, including, for all purposes of this instrument,
and any such supplemental indenture, the provisions of the Trust Indenture Act
that are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively. 
The term “Indenture” shall also include the terms of particular series
of Securities established as contemplated by Section 3.01.


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


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


 “Maturity”,
when used with respect to any Security, means the date on which the principal
of 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.


“Notice of Default” means a written notice of the kind
specified in Section 5.01(4).


 “Officers’
Certificate” means a certificate signed by the Chairman of the Board, a Vice
Chairman of the Board, the President or a Vice President, and by the Treasurer,
an Assistant Treasurer, the Secretary or an Assistant Secretary, of the
Company, and delivered to the Trustee.


“Opinion of Counsel” means a written opinion of
counsel, who may be counsel for the Company.


“Original Issue Discount Security” means any Security
which provides for an amount less than the principal amount thereof to be due
and payable upon a declaration of acceleration of the Maturity thereof pursuant
to Section 5.02.


“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 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 Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own Paying
Agent) for the Holders of such Securities; provided that, if such
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Indenture or provision therefor satisfactory to the Trustee
has been made;


(3)  Securities as to which Defeasance has been
effected pursuant to Section 13.02; and



 4
 









 


(4)  Securities which have been paid pursuant to
Section 3.06 or in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any such
Securities in respect of which there shall have been presented to the Trustee
proof satisfactory to it that such Securities are held by a bona fide purchaser
in whose hands such Securities are valid obligations of the Company;


provided, however, that in
determining whether the Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, (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 the
date of such determination upon acceleration of the Maturity thereof to such
date pursuant to Section 5.02, (B) the principal amount of a Security
denominated in one or more foreign currencies or currency units shall be the
U.S. dollar equivalent, determined in the manner provided as contemplated by
Section 3.01 on the date of original issuance of such Security, of the
principal amount (or, in the case of an Original Issue Discount Security, the
U.S. dollar equivalent on the date of original issuance of such Security of the
amount determined as provided in Clause (A) above) of such Security, and (C)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or of such other obligor shall be disregarded and
deemed not to be Outstanding, except that, in determining whether the Trustee shall
be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.  Securities so owned which have been pledged
in good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee the pledgee’s right so to act with respect to such
Securities and that the pledgee is not the Company or any other obligor upon
the Securities or any Affiliate of the Company or of such other obligor.


“Paying Agent” means any Person authorized by the
Company to pay the principal of or any premium or interest on any Securities on
behalf of the Company.


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


“Place of Payment”, when used with respect to the
Securities of any series, means the place or places where the principal of and
any premium and interest on the Securities of that series are payable as
specified as contemplated by Section 3.01.


“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 3.06 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.


“Redemption Date”, when used with respect to any
Security to be redeemed, 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.



 5
 









 


“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 3.01.


“Responsible Officer”, when used with respect to the
Trustee, means any vice president, any assistant treasurer, any trust officer
or assistant trust officer or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject and who shall have direct
responsibility for the administration of this Indenture.


“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, as
amended, and the rules and regulations of the Securities and Exchange
Commission promulgated thereunder.


“Security Register” and “Security Registrar” have the
respective meanings specified in Section 3.05.


“Special Record Date” for the payment of any Defaulted
Interest means a date fixed by the Trustee pursuant to Section 3.07.


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


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


“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 each Trustee with
respect to Securities of that series.


“U.S. Government Obligations” has the meaning
specified in Section 13.04.


 



 6
 









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


Section 1.02           Compliance Certificates and
Opinions.


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


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


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


(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 1.03           Form of
Documents Delivered to Trustee.


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


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



 7
 









Company, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.


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


Section 1.04           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 or taken by Holders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Holders in person or
by agent duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee and, where it is hereby expressly
required, to the Company.  Such instrument
or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Holders signing such
instrument or instruments.  Proof of
execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
6.01) conclusive in favor of the Trustee and the Company, 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 which the Trustee
deems sufficient.


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


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


The Company may, in the circumstances permitted by the
Trust Indenture Act, set any day as the record date for the purpose of
determining the Holders of Outstanding Securities of any series entitled to
give or take any request, demand, authorization, direction, notice, consent,
waiver or other action provided or permitted by this Indenture to be given or
taken by Holders of Securities of such series. 
With regard to any record date set pursuant to this paragraph, the
Holders of Outstanding Securities of the relevant series on such record date
(or their duly appointed agents), and only such Persons, shall be entitled to
give or take the relevant action, whether or not such Holders remain Holders
after such record date.  With regard to
any action that may be given or taken hereunder only by Holders of a requisite
principal amount of 


 



 8
 









Outstanding Securities of
any series (or their duly appointed agents) and for which a record date is set
pursuant to this paragraph, the Company may, at its option, set an expiration
date after which no such action purported to be given or taken by any Holder
shall be effective hereunder unless given or taken on or prior to such
expiration date by Holders of the requisite principal amount of Outstanding
Securities of such series on such record date (or their duly appointed
agents).  On or prior to any expiration
date set pursuant to this paragraph, the Company may, on one or more occasions
at its option, extend such date to any later date.  Nothing in this paragraph shall prevent any
Holder (or any duly appointed agent thereof) from giving or taking, after any
such expiration date, any action identical to, or, at any time, contrary to or
different from, the action or purported action to which such expiration date
relates, in which event the Company may set a record date in respect thereof
pursuant to this paragraph.  Nothing in
this paragraph shall be construed to render ineffective any action taken at any
time by the Holders (or their duly appointed agents) of the requisite principal
amount of Outstanding Securities of the relevant series on the date such action
is so taken.  Notwithstanding the
foregoing or the Trust Indenture Act, the Company shall not set a record date
for, and the provisions of this paragraph shall not apply with respect to, any
notice, declaration or direction referred to in the next paragraph.


The Trustee may set any day as a record date for the
purpose of determining the Holders of Outstanding Securities of any series
entitled to join in the giving or making of (i) any Notice of Default, (ii) any
declaration of acceleration referred to in Section 5.02, if an Event of Default
with respect to Securities of such series has occurred and is continuing and
the Trustee shall not have given such a declaration to the Company, (iii) any
request to institute proceedings referred to in Section 5.07(2) or (iv) any
direction referred to in Section 5.12, in each case with respect to Securities
of such series.  Promptly after any
record date is set pursuant to this paragraph, the Trustee shall notify the
Company and the Holders of Outstanding Series of such series of any such record
date so fixed and the proposed action. 
The Holders of Outstanding Securities of such series on such record date
(or their duly appointed agents), and only such Persons, shall be entitled to
join in such notice, declaration or direction, whether or not such Holders
remain Holders after such record date; provided that, unless such
notice, declaration or direction shall have become effective by virtue of
Holders of the requisite principal amount of Outstanding Securities of such
series on such record date (or their duly appointed agents) having joined
therein on or prior to the 90th day after such record date, such notice,
declaration or direction shall automatically and without any action by any
Person be cancelled and of no further effect. 
Nothing in this paragraph shall be construed to prevent a Holder (or a
duly appointed agent thereof) from giving, before or after the expiration of
such 90-day period, a notice, declaration or direction contrary to or different
from, or, after the expiration of such period, identical to, the notice,
declaration or direction to which such record date relates, in which event a
new record date in respect thereof shall be set pursuant to this
paragraph.  Nothing in this paragraph
shall be construed to render ineffective any notice, declaration or direction
of the type referred to in this paragraph given at any time to the Trustee and
the Company by Holders (or their duly appointed agents) of the requisite
principal amount of Outstanding Securities of the relevant series on the date
such notice, declaration or direction is so given.


Without limiting the foregoing, a Holder entitled
hereunder to give or take any action hereunder with regard to any particular
Security may do so with regard to all or any part of the principal amount of such
Security or by one or more duly appointed agents each of which 


 



 9
 









may do so pursuant to
such appointment with regard to all or any different part of such principal
amount.


Section 1.05           Notices,
Etc., to Trustee and Company.


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


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


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


Section 1.06           Notice
to Holders; Waiver.


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


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


Section 1.07           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.  Wherever this 



 10
 









Indenture refers to a
provision of the Trust Indenture Act, such provision is incorporated by
reference in and made a part of this Indenture.


The following Trust Indenture Act terms used in this
Indenture have the following meanings:


“commission” means the United States Securities and
Exchange Commission.


“indenture securities” means the Securities.


“indenture security holder” means a Holder.


“indenture to be qualified” means this Indenture.


“indenture trustee” or “institutional trustee” means
the Trustee.


“obligor on the indenture
securities” means the Company and any other obligor on the Securities.


All other Trust Indenture Act terms used in this
Indenture that are defined by the Trust Indenture Act, defined by the Trust
Indenture Act referenced to another statute or defined by any Commission Rule
and not otherwise defined herein have the meanings defined to them thereby.


Section 1.08           Effect of Headings and Table of
Contents.


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


Section 1.09           Successors
and Assigns.


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


Section 1.10           Separability
Clause.


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


Section 1.11           Benefits
of Indenture.


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


 



 11















 


Section 1.12           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 1.13           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 the Securities of any
series which 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, provided that no interest shall accrue for the intervening
period.


Section 1.14           Waiver
of Jury Trial.


EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


Section 1.15           Force
Majeure.


In no event shall the Trustee be responsible or liable
for any failure or delay in the performance of its obligations hereunder
arising out of or caused by, directly or indirectly, forces beyond its control,
including, without limitation, strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes
or acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being
understood that the Trustee shall use reasonable efforts which are consistent
with accepted practices in the banking industry to resume performance as soon
as practicable under the circumstances.


ARTICLE
II


SECURITY FORMS


Section 2.01           Forms
Generally.


The Securities of each series shall be in
substantially the form set forth in this Article, or in such other form as
shall be established by or pursuant to 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 as may,
consistently herewith, be determined by the officers executing such Securities,
as evidenced by their execution of the Securities.  If the form of Securities of any


 



 12
 









 


series is established by
action taken pursuant to an Establishment Action, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Company Order contemplated by Section 3.03 for the authentication
and delivery of such Securities.


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


Section 2.02           Form of
Face of Security.


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


 


	
  

  	
  UNITED STATES STEEL CORPORATION

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


	
  No.

  	
   

  	
   

  	
  $

  	
   

  	
   

  



 


United States Steel Corporation, a corporation duly
organized and existing under the laws of Delaware (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to                                                                ,
or registered assigns, the principal sum of                                  
                                 
Dollars 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 —, and at the rate of         %
per annum on any overdue principal and premium and on any overdue installment
of interest].  The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the                 
or                 
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture].


 



 13
 









 


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


Payment of the principal of (and premium, if any) and
[if applicable, insert — any such] interest on this Security will be
made at the office or agency of the Company maintained for that purpose in                            ,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts [if
applicable, insert —; provided, however, that at the option
of the Company payment of interest may be made by check mailed to the address
of the Person entitled thereto as such address shall appear in the Security Register].


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 Company has caused this instrument
to be duly executed under its corporate seal.


Dated:


	
  

  	
  UNITED STATES
  STEEL

  
	
   

  	
  CORPORATION

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  
	
  Attest:

  
	
   

  
	
   

  
	
   

  	
   

  
					



 


 



 14
 









 


Section 2.03           Form of
Reverse of Security.


This Security is one of a duly authorized issue of
securities of the Company (herein called the “Securities”), issued and to be
issued in one or more series under an Indenture, dated as of                
    , 20    (herein called the
“Indenture”), between the Company and                               ,
as Trustee (herein called the “Trustee”, which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders 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 Company, 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

  	
   

  	
   

  	
   

  	
  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
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


 



 15
 









 


Company, 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,


 


	
  

  	
   

  	
   

  	
   

  	
  Redemption

  
	
   

  	
   

  	
  Redemption
  Price

  	
   

  	
  Price For Redemption

  
	
   

  	
   

  	
  For
  Redemption Through

  	
   

  	
  Otherwise Than Through

  
	
  Yeat

  	
   

  	
   

  	
   

  	
   

  	
  Operation of the Sinking Fund

  	
   

  	
   

  	
   

  	
  Operation of the Sinking Fund

  	
   

  
											



 


 


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 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 Company 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 (l) the entire indebtedness of this
Security or (2) 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.]


[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 and overdue interest all of the Company’s


 



 16
 









 


obligations in respect of
the payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]


The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of a majority in principal amount
of the Securities at the time Outstanding of each series 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 Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences.  Any such consent or
waiver by the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof, whether or not notation of such consent or waiver is made upon this
Security.


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


No reference herein to the Indenture and no provision
of this Security or of the Indenture shall alter or impair the obligation of
the Company, which is absolute and unconditional, to pay the principal of and
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 registerable in
the Security Register, upon surrender of this Security for registration of
transfer at the office or agency of the Company in any place where the
principal of and 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 Company and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or
more new Securities of this series and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.


 



 17
 









 


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


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


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


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


Section 2.04           Form of
Legend for Global Securities.


Unless otherwise specified as contemplated by Section
3.01 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 transferred to, or registered or exchanged for Securities
registered in the name of, any Person other than the Depositary or a nominee
thereof and no such transfer may be registered, except in the limited
circumstances described in the Indenture. 
Every Security authenticated and delivered upon registration of transfer
of, or in exchange for or in lieu of, this Security shall be a Global Security
subject to the foregoing, except in such limited circumstances.


Section 2.05           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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  	
   

  	
   

  
						



 


 


 



 18
 









 


ARTICLE
III


THE
SECURITIES


Section 3.01           Amount Unlimited; Issuable in
Series.


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


The Securities may be issued in one or more
series.  There shall be established in or
pursuant to an Establishment Action and, subject to Section 3.03, set forth, or
determined in the manner provided, in an Officers’ Certificate, or established
in one or more indentures supplemental hereto, prior to the issuance of
Securities of any series,


(1)           the title of the Securities of the
series, including CUSIP Numbers (which shall distinguish the Securities of the
series from Securities of any other series);


(2)           any limit upon the aggregate
principal amount of the Securities of the series which may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
other Securities of the series pursuant to Section 3.04, 3.05, 3.06, 9.06 or
11.07 and except for any Securities which, pursuant to Section 3.03, are deemed
never to have been authenticated and delivered hereunder);


(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 the Securities of the series is payable;


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


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


(7)           the period or periods within which,
the price or prices at which and the terms and conditions upon which Securities
of the series may be redeemed, in whole or in part, at the option of the
Company;


 



 19
 









 


(8)           the obligation, if any, of the
Company to redeem or purchase Securities of the series pursuant to any sinking
fund or analogous provisions or at the option of a Holder thereof and the period
or periods within which, the price or prices at which and the terms and
conditions upon which 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 Securities of the
series shall be issuable;


(10)         the currency, currencies or currency
units in which payment of the principal of and any premium and interest on any
Securities of the series shall be payable if other than the currency of the
United States of America and the manner of determining the equivalent thereof
in the currency of the United States of America for purposes of the definition
of “Outstanding” in Section 1.01;


(11)         if the amount of payments of principal
of or any premium or interest on any Securities of the series may be determined
with reference to an index, the manner in which such amounts shall be
determined;


(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 Company or a Holder thereof, in one or more currencies or currency units
other than that or those in which the Securities are stated to be payable, the
currency, currencies or currency units in which payment of the principal of and
any premium and interest on Securities of such series as to which such election
is made shall be payable, and the periods within which and the terms and
conditions upon which such election is to be made;


(13)         if other than the principal amount
thereof, the portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.02;


(14)         if applicable, that the Securities of
the series shall be subject to either or both of Defeasance or Covenant
Defeasance as provided in Article XIII;


(15)         if and as applicable, that the
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 Depositary or Depositaries
for such Global Security or Global Securities and any circumstances other than
those set forth in Section 3.05 in which any such Global Security may be
transferred to, and registered and exchanged for Securities registered in the name
of, a Person other than the Depositary for such Global Security or a nominee
thereof and in which any such transfer may be registered;


(16)         any addition to or change in the
covenants set forth in Article X which applies to Securities of the series; and


(17)         any other terms of the series (which
terms shall not be inconsistent with the provisions of this Indenture, except
as permitted by Section 9.01(5)).


 



 20
 









 


All Securities of any one series shall be
substantially identical except as to denomination and except as may otherwise
be provided in or pursuant to the Establishment Action referred to above and
(subject to Section 3.03) set forth, or determined in the manner provided, in
the Officers’ Certificate referred to above or in any such indenture supplemental
hereto.


If any of the terms of the series are established by
action taken pursuant to an Establishment Action, a copy of an appropriate
record of such action shall be certified by the Secretary or an Assistant
Secretary of the Company and delivered to the Trustee at or prior to the
delivery of the Officers’ Certificate setting forth the terms of the series.


The Company may, from
time to time, by an Establishment Action and subject to compliance with any
other applicable provisions of this Indenture, without the consent of the
Holders, create and issue pursuant to this Indenture additional securities of
any series of Securities (“Add On Securities”) having terms and
conditions identical to those of such series of Outstanding Securities, except
that such Add On Securities:


(i)            may have a different issue date from
such series of Outstanding Securities;


(ii)           may have a different amount of
interest payable on the first Interest Payment Date after issuance than is
payable on such series of Outstanding Securities; and


(iii)           may have terms specified in such
Establishment Action for such Add On Securities making appropriate adjustments
to this Article III applicable to such Add On Securities in order to conform to
and ensure compliance with the Securities Act (or applicable securities laws)
which are not adverse in any material respect to the Holder of any Outstanding
Securities (other than such Add On Securities) and which shall not affect the
rights or duties of the Trustee.


Section 3.02           Denominations.


The Securities of each series shall be issuable only
in registered form without coupons in such denominations as shall be specified
as contemplated by Section 3.01. 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 3.03           Execution,
Authentication, Delivery and Dating.


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


 



 21
 









 


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


At any time and from time to time after the execution
and delivery of this Indenture, the Company may deliver Securities of any
Series executed by the Company to the Trustee for authentication, together with
a Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver
such Securities.  If the form or terms of
the Securities of the series have been established in or pursuant to one or
more Establishment Actions as permitted by Sections 2.01 and 3.01, in
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
provided with, and (subject to Section 6.01) 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 2.01, 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 3.01, that
such terms have been established in conformity with the provisions of this
Indenture; and


(3)           that such Securities, when
authenticated and delivered by the Trustee and issued by the Company in the
manner and subject to any conditions specified in such Opinion of Counsel, will
constitute valid and legally binding obligations of the Company enforceable in
accordance with their terms, 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 3.01 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 Officers’
Certificate otherwise required pursuant to Section 3.01 or the Company Order
and Opinion of Counsel otherwise required pursuant to such preceding paragraph
at or prior to the time of authentication of each Security of such series if
such documents are delivered at or prior to the 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


 



 22
 









 


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 Company, and the Company shall deliver such Security to the
Trustee for cancellation as provided in Section 3.09, 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 3.04           Temporary
Securities.


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


If temporary Securities of any series are issued, the
Company will cause definitive Securities of that series to be prepared without
unreasonable delay.  After the
preparation of definitive Securities of such series, the temporary Securities
of such series shall be exchangeable for definitive Securities of such series
upon surrender of the temporary Securities of such series at the office or
agency of the Company in a Place of Payment for that series, with­out charge to
the Holder.  Upon surrender for cancellation
of any one or more temporary Securities of any series the Company shall execute
and the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and
of a like aggregate principal amount and tenor. 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 3.05           Registration,
Registration of Transfer and Exchange.


The Company shall cause to be kept at the Corporate
Trust Office of the Trustee a register (the register maintained in such office
and in any other office or agency of the Company 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 Company shall
provide for the registration of Securities and of transfers of Securities.  The Trustee is hereby appointed “Security
Registrar” for the purpose of registering Securities and transfers of
Securities as herein provided.


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



 23















 


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 a like aggregate principal amount and tenor, upon
surrender of the Securities to be exchanged at such office or agency.  Whenever any Securities are so surrendered
for exchange, the Company shall execute, and the Trustee shall authenticate and
deliver, the Securities which the Holder making the exchange is entitled to receive.


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


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


No service charge shall be made for any registration
of transfer or exchange of Securities, but the Company or Security Registrar
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 3.04, 9.06 or
11.07 not involving any transfer.


The Company shall not be required (1) to issue,
register the transfer of or exchange Securities of any series during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of Securities of that series selected for redemption under
Section 11.03 and ending at the close of business on the day of such mailing,
or (2) to register the transfer of or exchange any Security so selected for
redemption in whole or in part, except the unredeemed portion of any Security
being redeemed in part.


Notwithstanding any other provision in this Indenture,
no Global Security may be transferred to, or registered or exchanged for
Securities registered in the name of, any Person other than the Depositary for
such Global Security or any nominee thereof, and no such transfer may be
registered, unless (1) such Depositary (A) notifies the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (B)
has ceased to be a clearing agency registered under the Exchange Act, (2) the
Company executes and delivers to the Trustee a Company Order that such Global
Security shall be so transferable, registrable and exchangeable, and such
transfers shall be registrable, (3) there shall have occurred and be continuing
an Event of Default with respect to the Securities evidenced by such Global
Security or (4) there shall exist such other circumstances, if any, as have
been specified for this purpose as contemplated by Section 3.01.  Notwithstanding any other provision in this Indenture,
a Global Security to which the restriction set forth in the preceding sentence
shall have ceased to apply may be transferred only to, and may be registered
and exchanged for Securities registered only in the name or names of, such
Person or Persons as the Depositary for such Global Security shall have
directed and no transfer thereof other than such a transfer may be registered.


 



 24
 









 


Every Security authenticated and delivered upon
registration of transfer of, or in exchange for or in lieu of, a Global
Security to which the restriction set forth in the first sentence of the
preceding paragraph shall apply, whether pursuant to this Section, Section
3.04, 3.06, 9.06 or 11.07 or otherwise, shall be authenticated and delivered in
the form of, and shall be, a Global Security.


Section 3.06           Mutilated,
Destroyed, Lost and Stolen Securities.


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


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


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


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


Every new Security of any series issued pursuant to
this Section in exchange for any mutilated Security or in lieu of any
destroyed, lost or stolen Security shall constitute an original additional
contractual obligation of the Company, whether or not the mutilated, 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 3.07           Payment
of Interest; Interest Rights Preserved.


Except as otherwise provided as contemplated by
Section 3.01 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.


 



 25
 









 


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


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


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


Subject to the foregoing provisions of this Section,
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 3.08           Persons Deemed Owners.


Prior to due presentment of a Security for
registration of transfer, the Company, the Trustee and any agent of the Company
or the Trustee may treat the Person in whose name


 



 26
 









 


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 3.07) any interest on
such Security and for all other purposes whatsoever, whether or not such
Security be overdue, and neither the Company, the Trustee nor any agent of the
Company or the Trustee shall be affected by notice to the contrary.


Section 3.09           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 Company may at any time deliver to the
Trustee for cancellation any Securities previously authenticated and delivered
hereunder which the Company may have acquired in any manner whatsoever, and may
deliver to the Trustee (or to any other Person for delivery to the Trustee) for
cancellation any Securities previously authenticated hereunder which the
Company has not issued and sold, and all Securities so delivered shall be
promptly cancelled by the Trustee.  No
Securities shall be authenticated in lieu of or in exchange for any Securities
cancelled as provided in this Section, except as expressly permitted by this
Indenture.  All cancelled Securities held
by the Trustee shall be disposed of by the Trustee in its customary manner.


Section 3.10           Computation of Interest.


Except as otherwise specified as contemplated by
Section 3.01 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.


Section 3.11           CUSIP Numbers.


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


ARTICLE
IV


SATISFACTION AND DISCHARGE


Section 4.01           Satisfaction
and Discharge of Indenture.


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


 



 27
 









 


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


(1)           either


(A)          all Securities 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 3.06 and (ii) Securities for whose payment money has theretofore been
deposited in trust or segregated and held in trust by the Company and
thereafter repaid to the Company or discharged from such trust) have been
delivered to the Trustee for cancellation; or


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


(i)            have become due and payable, or


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


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


and the Company,
in the case of (i), (ii) or (iii) above, has deposited or caused to be
deposited with the Trustee as trust funds in trust for the purpose an amount
sufficient to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal and 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 Company has paid or caused to be
paid all other sums payable hereunder by the Company; and


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


Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company to the Trustee under Section 6.07,
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
4.02 shall survive such satisfaction and discharge.


 


 



 28
 









 


Section 4.02           Application of Trust Money.


All money deposited with the Trustee pursuant to
Section 4.01 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal and any premium and interest for whose payment such money has
been deposited with the Trustee.


ARTICLE V



REMEDIES


Section 5.01           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 premium, if any, on) any Security of that series at its
Maturity; or


(3)           default in the deposit of any sinking
fund payment, when and as due by the terms of a Security of that series, and
continuance of such default for a period of 30 days; or


(4)           default in the performance, or
breach, of any covenant or warranty of the Company in this Indenture (other
than a covenant or warranty a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with 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
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities 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


(5)           the entry by a court having
jurisdiction in the premises of (A) a decree or order for relief in respect of
the Company in an involuntary case or proceeding under any applicable Federal
or State bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company a bankrupt or insolvent, or approving as
properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company under any applicable Federal or
State law, or appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of


 



 29
 









 


the Company or of any substantial part of its
property, or ordering the winding up or liquidation of its affairs, and the
continuance of any such decree or order for relief or any such other decree or
order unstayed and in effect for a period of 60 consecutive days; or


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


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


Section 5.02           Acceleration of Maturity;
Rescission and Annulment.


If an Event of Default 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 (or, if
any of the Securities of that series are Original Issue Discount Securities,
such portion of the principal amount of such Securities as may be specified in
the terms thereof) of all of the Securities of that series to be due and
payable immediately, by a notice in writing to the Company (and to the Trustee
if given by Holders), and upon any such declaration such principal amount (or
specified amount) shall become immediately due and payable.


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


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


(A)          all overdue interest 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,


 



 30
 









 


(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;


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 which have become due solely by such declaration of
acceleration, have been cured or waived as provided in Section 5.13.


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


Section 5.03           Collection and Suits for
Enforcement by Trustee.


The Company covenants that if:


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


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


the Company will, upon demand of the Trustee, pay to
it, for the benefit of the Holders of such Securities, the whole amount then
due and payable on such Securities for principal and 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 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.


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 necessary 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 5.04           Trustee May File Proofs of Claim.


In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such


 



 31
 









 


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 6.07.


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 5.05           Trustee
May Enforce Claims Without Possession of Securities.


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


Section 5.06           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 all amounts due the Trustee under Section 6.07;


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


THIRD:                  To
the Company.


 


 



 32
 









 


Section 5.07           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 satisfactory to it against the costs,
expenses and liabilities to be incurred in compliance with such request;


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


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


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


Section 5.08           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 3.07) 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 5.09           Restoration
of Rights and Remedies.


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


 


 



 33
 









 


Section 5.10           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 3.06, 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 5.11           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 5.12           Control
by Holders.


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


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


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


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


Section 5.13           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 IX cannot be modified or amended without the consent
of the Holder of each Outstanding Security of such series affected.


 



 34















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 5.14           Undertaking
for Costs.


In any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, a court may require any party litigant in
such suit to file an undertaking to pay the costs of such suit, and may assess
costs against any such party litigant, including reasonable attorney’s fees and
expenses, in the manner and to the extent provided in the Trust Indenture Act; provided
that neither this Section nor the Trust Indenture Act shall apply to any suit
instituted by the Trustee, to any suit instituted by any Holders of the
Securities, or group of Holders of the Securities, holding in the aggregate
more than 10% of principal amount of the Outstanding Securities of any series,
or to any suit instituted by any Holder of the Outstanding Securities for the
enforcement of the payment of principal of or interest on any Outstanding
Securities held by such Holder, on or after the respective due dates expressed
in such Outstanding Securities, and provided, further, that
neither this Section nor the Trust Indenture Act shall be deemed to authorize
any court to require such an undertaking or to make such an assessment in any
suit instituted by the Company.


Section 5.15           Waiver
of Usury, Stay or Extension Laws.


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


ARTICLE
VI



THE TRUSTEE


The Trustee hereby
accepts the trust imposed upon it by this Indenture and covenants and agrees to
perform the same, as herein expressed.


Section 6.01           Duties of Trustee.


(a)           If an Event of Default has occurred
and is continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.


(b)           Except during the continuance of an
Event of Default:



 35
 









(1)           The Trustee need perform only those
duties as are specifically set forth in this Indenture and no others, and no
covenants or obligations shall be implied in or read into this Indenture.


(2)           In the absence of bad faith on its
part, the Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, in the case of any such certificates or opinions which by
any provision hereof are specifically required to be furnished to the Trustee,
the Trustee shall be under a duty to examine the same to determine whether or
not they substantially conform to the requirements of this Indenture (but need
not confirm or investigate the accuracy of mathematical calculations or other
facts stated therein).


(c)           The Trustee may not be relieved from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:


(1)           This paragraph does not limit the
effect of paragraph (b) of this Section 6.01.


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


(3)           The Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in accordance
with a direction received by it pursuant to Section 5.12.


(d)           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 to
take or omit to take any action under this Indenture.


(e)           Every provision of this Indenture
that in any way relates to the Trustee is subject to paragraphs (a), (b), (c),
(d) and (f) of this Section 6.01.


(f)            The Trustee shall not be liable for
interest on any assets received by it except as the Trustee may agree in
writing with the Company.  Assets held in
trust by the Trustee need not be segregated from other assets except to the
extent required by law.


Section 6.02           Rights
of Trustee.


Subject to Section 6.01:


(a)           The Trustee may conclusively rely on
any document (whether in its original or facsimile form) believed by it to be
genuine and to have been signed or presented by the proper person.  The Trustee need not investigate any fact or
matter stated in any document.



 36
 









(b)           Before the Trustee acts or refrains
from acting, it may require an Officers’ Certificate or an Opinion of
Counsel.  The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on such
certificate or opinion.


(c)           The Trustee may act through its
attorneys and agents and shall not be responsible for the misconduct or
negligence of any agent appointed with due care.


(d)           The Trustee shall not be liable for
any action it takes or omits to take in good faith which it believes to be
authorized or within its rights or powers.


(e)           The Trustee shall not be bound to
make any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, notice, request, direction,
consent, order, bond, debenture, or other paper or document, but the Trustee,
in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit and, if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such investigation.


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


(g)           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.


(h)           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 security or
indemnity satisfactory to the Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction.


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


Section 6.03           Individual
Rights of Trustee.


The Trustee in its individual or any other capacity
may become the owner or pledgee of Securities and may otherwise deal with the
Company, or its Affiliates with the same rights it would have if it were not
Trustee.  Any Paying Agent or Security
Registrar may do the same with like rights. 
However, the Trustee must comply with Sections 6.08, 6.09 and 6.10.



 37
 









Section 6.04           Trustee’s Disclaimer.


The Trustee makes no representation as to the validity
or adequacy of this Indenture or the Securities and it shall not be accountable
for the Company’s use of the proceeds from the Securities, and it shall not be
responsible for any statement in the Securities, other than the Trustee’s
certificate of authentication, or the use or application of any funds received
by a Paying Agent other than the Trustee.


Section 6.05           Notice of Default.


If an Event of Default
with respect to Securities of any series occurs and is continuing and if it is
known to a Responsible Officer of the Trustee, the Trustee shall mail to each
Holder of Securities of such series notice of the uncured Event of Default
within 90 days after such Event of Default occurs.  Except in the case of an Event of Default in
payment of principal (or premium, if any) of, or interest on, any Security, the
Trustee may withhold the notice if and so long as a Responsible Officer in good
faith determines that withholding the notice is in the interest of the Holders
of Securities of such series.


Section 6.06           Reports by Trustee to Holders.


Within 60 days after each February 15 beginning with
the February 15 following the date of this Indenture, the Trustee shall mail to
each Holder a brief report dated as of such February 15 that complies with
Trust Indenture Act Section 313(a) if such report is required by such Trust
Indenture Act Section 313(a).  The
Trustee also shall comply with Trust Indenture Act Sections 313(b) and 313(c).


The Company shall promptly notify the Trustee in
writing if the Securities of any series become listed on any stock exchange or
automatic quotation system.


A copy of each report at the time of its mailing to
Holders shall be mailed to the Company and filed with the Commission and each
stock exchange, if any, on which the Securities are listed.


Section 6.07           Compensation
and Indemnity.


The Company shall pay to the Trustee from time to time
such compensation for its services as the Company and the Trustee shall from
time to time agree in writing.  The
Trustee’s compensation shall not be limited by any law on compensation of a
trustee of an express trust.  The Company
shall reimburse the Trustee upon request for all reasonable disbursements,
expenses and advances incurred or made by it. 
Such expenses shall include the reasonable compensation, disbursements
and expenses of the Trustee’s agents, accountants, experts and counsel.


The Company shall indemnify each of the Trustee (in
its capacity as Trustee) and any predecessor Trustee and each of their
respective officers, directors, attorneys-in-fact and agents for, and hold it
harmless against, any claim, damage, demand, expense (including but not limited
to reasonable compensation, disbursements and expenses of the Trustee’s agents
and counsel), loss, charges (including taxes (other than taxes based upon the
income of the Trustee)) 



 38
 









or liability incurred by
them without negligence or bad faith on its part, arising out of or in
connection with the acceptance or administration of this trust and their rights
or duties hereunder including the reasonable costs and expenses of defending
themselves against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.  The Trustee shall notify the Company promptly
of any claim asserted against the Trustee for which it may seek indemnity.  The Company shall defend the claim and the
Trustee shall provide reasonable cooperation at the Company’s expense in the
defense.  The Trustee may have separate
counsel and the Company shall pay the reasonable fees and expenses of such
counsel.  The Company need not pay for
any settlement made without its written consent which consent shall not be
unreasonably withheld.  The Company need
not reimburse any expense or indemnify against any loss or liability to the
extent incurred by the Trustee as determined by a court of competent
jurisdiction to have been caused by its own negligence, bad faith or willful
misconduct.


To secure the Company’s payment obligations in this
Section 6.07, the Trustee shall have a lien prior to the Securities on all
assets held or collected by the Trustee, in its capacity as Trustee, except
assets held in trust to pay principal and premium, if any, of or interest on
particular Securities.


When the Trustee incurs expenses or renders services
after an Event of Default specified in Section 5.01(5) or (6) occurs, the
expenses and the compensation for the services are intended to constitute
expenses of administration under any Bankruptcy Law.


The Company’s obligations under this Section 6.07 and
any lien arising hereunder shall survive the resignation or removal of the
Trustee, the discharge of the Company’s obligations pursuant to Article IV of
this Indenture and any rejection or termination of this Indenture under any
Bankruptcy Law.


Section 6.08           Replacement of Trustee.


The Trustee may resign at any time with respect to the
Securities of one or more series by so notifying the Company in writing.  The Holder or Holders of a majority in
principal amount of the outstanding Securities of a series may remove the
Trustee with respect to Securities of such series by so notifying the Company
and the Trustee in writing and may appoint a successor trustee with respect to
Securities of such series with the Company’s consent.  The Company may remove the Trustee if:


(1)           the Trustee fails to comply with
Section 6.10;


(2)           the Trustee is adjudged bankrupt or
insolvent;


(3)           a receiver, custodian, or other
public officer takes charge of the Trustee or its property; or


(4)           the Trustee becomes incapable of
acting.


If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee, with respect to the Securities of one or more
series, for any reason, the Company shall promptly 



 39
 









appoint a successor
Trustee, with respect to Securities of that or those series.  Within one year after the successor Trustee
with respect to a series of Securities takes office, the Holder or Holders of a
majority in principal amount of the Securities of such series may appoint a
successor Trustee with respect to such series to replace the successor Trustee
appointed by the Company.


A successor Trustee shall deliver a written acceptance
of its appointment to the retiring Trustee and to the Company.  Immediately after that and provided that all
sums owing to the Trustee provided for in Section 6.07 have been paid, the
retiring Trustee shall transfer all property held by it as Trustee with respect
to such series of Securities to the successor Trustee, subject to the lien
provided in Section 6.07, the resignation or removal of the retiring Trustee shall
become effective, and the successor Trustee shall have all the rights, powers
and duties of the Trustee under this Indenture. 
A successor Trustee with respect to one or more series of Securities
shall mail notice of its succession to each Holder of Securities of that or
those series.


If a successor Trustee with respect to a series of
Securities does not take office within 60 days after the retiring Trustee
resigns or is removed, the retiring Trustee, the Company or the Holder or
Holders of at least 10% in principal amount of the outstanding Securities of
that series may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee with respect to such
series.


If the Trustee fails to comply with Section 6.10, any
Holder of Securities of a series may petition any court of competent
jurisdiction for the removal of the Trustee with respect to such series and the
appointment of a successor Trustee with respect to such series.


Notwithstanding replacement of the Trustee pursuant to
this Section 6.08, the Company’s obligations under Section 6.07 shall continue
for the benefit of the retiring Trustee.


Section 6.09           Successor Trustee by Merger, Etc.


If the Trustee consolidates with, merges or converts
into, or transfers all or substantially all of its corporate trust business to,
another corporation, the resulting, surviving or transferee corporation without
any further act shall, if such resulting, surviving or transferee corporation
is otherwise eligible hereunder, be the successor Trustee.


Section 6.10           Eligibility;
Disqualification.


The Trustee shall at all times satisfy the
requirements of Trust Indenture Act Section 310(a)(1) and Trust Indenture Act
Section 310(a)(5).  The Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition.  The Trustee shall comply with Trust Indenture
Act Section 310(b).


Section 6.11           Preferential
Collection of Claims against Company.


The Trustee shall comply with Trust Indenture Act
Section 311(a), excluding any creditor relationship listed in Trust Indenture
Act Section 311(b).  A Trustee who has
resigned or been removed shall be subject to Trust Indenture Act Section 311(a)
to the extent indicated.



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ARTICLE
VII



HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY


Section 7.01           Company to Furnish Trustee Names
and Addresses of Holders.


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


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


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


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


Section 7.02           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 7.01 and the
names and addresses of Holders received by the Trustee in its capacity as
Security Registrar.  The Trustee may
destroy any list furnished to it as provided in Section 7.01 upon receipt of a
new list so furnished.


The rights of the 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 Company and the Trustee that neither the Company nor
the Trustee nor any agent of either of them shall be held accountable by reason
of any disclosure of information as to names and addresses of Holders made
pursuant to the Trust Indenture Act.


Section 7.03           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.


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 Company.  The Company will notify the Trustee when any
Securities are listed on any stock exchange or delisted therefrom.



 41
 









Section 7.04           Reports
by Company.


The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information, documents and other
reports, and such summaries thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant to such Act; provided
that any such information, documents or reports required to be filed with the
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 shall be filed with the Trustee within 15 days after the same is so
required to be filed with the Commission. Delivery of such reports, information
and documents to the Trustee is for informational purposes only and the Trustee’s
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company’s compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officer’s Certificates).


ARTICLE VIII



CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE


Section 8.01           When
Company May Merge, Etc.


The Company may not, in a single transaction or
through a series of related transactions, consolidate with or merge with or
into any other person, or, directly or indirectly, sell or convey substantially
all of its assets to another person or group of affiliated persons, unless:


(1)           the Company shall be the continuing
person, or the person (if other than the Company) formed by such consolidation
or into which the Company is merged or to which all or substantially all of the
properties and assets of the Company are transferred as an entirety or
substantially as an entirety (the Company or such other person being
hereinafter referred to as the “Surviving Person”), shall be organized and
validly existing under the laws of the United States, any State thereof or the
District of Columbia, and shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form and substance
satisfactory to the Trustee, all the obligations of the Company under the
Securities and this Indenture and the Indenture, so supplemented, shall remain
in full force and effect;


(2)           immediately after giving effect to
such transaction and the assumption of the obligations as set forth in clause
(1), above, no Event of Default shall have occurred and be continuing; and


(3)           if a supplemental indenture is
required in connection with such transaction, the Company has delivered to the
Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that
such consolidation, merger, assignment, or transfer and such supplemental
indenture comply with this Article VIII and that all conditions precedent
herein provided relating to such transaction have been satisfied.


For purposes of this Section 8.01, “substantially all
of its assets” shall mean, at any date, a portion of the non-current assets
reflected in the Company’s consolidated balance 



 42
 









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 8.02           Successor
Substituted.


Upon any consolidation or merger, or any transfer of
assets in accordance with Section 8.01, the Surviving Person formed by such
consolidation or into which the Company is merged or to which such transfer is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such
Surviving Person had been named as the Company herein.  When a Surviving Person duly assumes all of
the obligations of the Company pursuant hereto and pursuant to the Securities,
the predecessor shall be relieved of the performance and observance of all
obligations and covenants of this Indenture and the Securities, including but
not limited to the obligation to make payment of the principal of and interest,
if any, on all the Securities then outstanding, and the Company may thereupon
or any time thereafter be liquidated and dissolved.


ARTICLE
IX



SUPPLEMENTAL INDENTURES


Section 9.01           Supplemental Indentures Without
Consent of Holders.


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


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


(2)           to add to the covenants of the
Company for the benefit of the Holders 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 Company; or


(3)           to add any additional Events of
Default; 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 



 43
 









(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


(6)           to secure the Securities pursuant to the
requirements of Article X or otherwise; or


(7)           to establish the form or terms of
Securities of any series as permitted by Sections 2.01 and 3.01; 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 6.11; 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 to make any other provisions with respect to matters
or questions arising under this Indenture, provided that such action
pursuant to this clause (9) shall not adversely affect the interests of the
Holders of Securities of any series in any material respect.


Section 9.02           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 Company and the Trustee, the Company, when authorized by an Establishment
Action, 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 or the time of
payment of interest thereon or any premium payable upon the redemption thereof,
or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon a declaration of acceleration of the
Maturity thereof pursuant to Section 5.02, 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


(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



 44
 









(3)           modify any of the provisions of this
Section or Section 5.13, except to increase any such percentage or to provide
that certain other provisions of this Indenture cannot be modified or waived without
the consent of the Holder of each Outstanding Security affected thereby, provided,
however, that this clause shall not be deemed to require the consent of
any Holder with respect to changes in the references to “the Trustee” and
concomitant changes in this Section, or the deletion of this proviso, in
accordance with the requirements of Sections 6.11 and 9.01(8),


(4)           change any obligation of the Company
to maintain an office or agency, or


(5)           change any obligation of the Company
to pay additional amounts, or


(6)           adversely affect any right of
repayment or repurchase at the option of the Holder, or


(7)           reduce or postpone any sinking fund
or similar provision.


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


It shall not be necessary 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 9.03           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 provided with, and (subject to Section 6.01) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated
to, enter into any such supplemental indenture which affects the Trustee’s own
rights, duties or immunities under this Indenture or otherwise.


Section 9.04           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 9.05           Conformity
with Trust Indenture Act.


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


 



 45















Section 9.06           Reference
in Securities to Supplemental Indentures.


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


ARTICLE
X



COVENANTS


Section 10.01         Payment
of Securities.


The Company covenants and agrees for the benefit of
each series of Securities that it will pay the principal of and interest on the
Securities of that series on the dates and in the manner provided in the
Securities of that series and this Indenture. An installment of principal,
premium, if any, or interest on the Securities shall be considered paid on the
date it is due if the Trustee or Paying Agent (other than the Company or an
Affiliate of the Company) holds for the benefit of the Holders, on that date,
immediately available funds deposited and designated for and sufficient to pay
the installment. The Company shall pay interest on overdue principal and on
overdue installments of interest at the rate specified in the Securities
compounded semi-annually, to the extent lawful.


Section 10.02         Maintenance
of Office or Agency.


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


The Company may also from time to time designate one
or more other offices or agencies where the Securities of one or more series
may be presented or surrendered for any or all such purposes and may from time
to time rescind such designations; provided, however, that no such designation
or rescission shall in any manner relieve the Company of its obligation to
maintain an office or agency in each Place of Payment for Securities of any
series for such purposes. The Company shall 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. The Company hereby initially designates the
principal corporate trust office of the Trustee as such office of the Company.



 46
 









Section 10.03         Money
for Securities Payments to Be Held in Trust.


 If the Company
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 Company shall have one or more Paying
Agents for any series of Securities, it will, on or 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 Company will promptly notify the Trustee of its action or
failure so to act.


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


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


Any money deposited with the Trustee or any Paying
Agent, or then held by the Company, in trust for the payment of the principal
of 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 Company on Company Request, or (if then
held by the Company) shall be discharged from such trust; and the Holder of
such Security shall thereafter, as an unsecured general creditor, look only to
the Company for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money, and all liability of the Company
as trustee thereof, shall thereupon cease; provided, however, that the Trustee
or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in a newspaper published
in the English language, customarily published on each Business Day and of
general circulation in New York City, notice that such money remains unclaimed
and that, after a date specified therein, which 



 47
 









shall not be less than 30
days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.


Section 10.04         Compliance
Certificate; Notice of Default.


The Company shall deliver to the Trustee within 120
days after the end of its fiscal year an Officers’ Certificate (one of the
signatories of which shall be the Company’s principal executive officer,
principal financial officer or principal accounting officer) complying with
Section 314(a)(4) of the Trust Indenture Act and stating that a review of its
activities during the preceding fiscal year has been made under the supervision
of the signing officers with a view to determining whether the Company has
kept, observed, performed and fulfilled its obligations under this Indenture
(all without regard to periods of grace, which shall be deemed fulfilled unless
and until the expiration of such periods) or notice requirements) and further
stating, as to each such officer signing such certificate, whether or not the
signer knows of any failure by the Company to comply with any conditions or
covenants in this Indenture and, if such signer does know of such a failure to
comply, the certificate shall describe such failure with particularity. The
Officers’ Certificate shall also notify the Trustee should the relevant fiscal
year end on any date other than the current fiscal year end date.


Section 10.05         Corporate Existence.


Subject to Article VIII, the Company shall do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence in accordance with its organizational documents and the
rights (charter and statutory) and corporate franchises of the Company;
provided, however, that the Company shall not be required to preserve, with
respect to itself, any right or franchise, if (a) the Board of Directors of the
Company shall determine that the preservation thereof is no longer desirable in
the conduct of the business of the Company and (b) the loss thereof is not
disadvantageous in any material respect to the Holders.


Section 10.06         Waiver
of Certain Covenants.


Except as otherwise specified as contemplated by
Section 3.01 for Securities of such series, the Company 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 pursuant to Section
3.01(17), 9.01(2) or 9.01(7) for the benefit of the Holders of such series or
in Section 10.05, if 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 expressly waived and, until
such waiver shall become effective, the obligations of the Company and the
duties of the trustee in respect of any such term, provision or condition shall
remain in full force and effect.



 48
 









ARTICLE
XI



REDEMPTION OF SECURITIES


Section 11.01         Applicability of Article.


Securities of any series
which are redeemable before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise specified as contemplated
by Section 3.01 for Securities of any series) in accordance with this Article.


Section 11.02         Election
to Redeem; Notice to Trustee.


The election of the Company to redeem any Securities
shall be evidenced by an Establishment Action. 
In case of any redemption at the election of the Company of less than
all the Securities of any series, the Company shall, at least 60 days prior to
the Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, 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 Company shall
furnish the Trustee with an Officers’ Certificate evidencing compliance with
such restriction.


Section 11.03         Selection
by Trustee of Securities to Be Redeemed.


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


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


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.



 49
 









Section 11.04         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 are to be redeemed, the identification (and, in the
case of partial redemption of any Securities, the principal amounts) of the
particular Securities to be redeemed,


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


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


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


(7)           applicable CUSIP Numbers.


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


Section 11.05         Deposit
of Redemption Price.


On or before the Redemption Date specified in the
notice of redemption given as provided in Section 11.04, the Company shall
deposit with the Trustee or with a Paying Agent (or, if the Company is acting
as its own Paying Agent, segregate and hold in trust as provided in Section
10.03) 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 11.06         Securities
Payable on Redemption Date.


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



 50
 









Redemption Date; provided,
however, that, unless otherwise specified as contemplated by Section
3.01, installments of interest whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 3.07.


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 11.07         Securities
Redeemed in Part.


Any Security which is to be redeemed only in part
shall be surrendered at a Place of Payment therefor (with, if the Company or
the Trustee so requires, due endorsement by, or a written instrument of
transfer in form satisfactory to the Company and the Trustee duly executed by,
the Holder thereof or his attorney duly authorized in writing), and the Company
shall execute, and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge, a new Security or Securities of 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
XII



SINKING FUNDS


Section 12.01         Applicability of Article.


The provisions of this Article shall be applicable to
any sinking fund for the retirement of Securities of a series except as
otherwise specified as contemplated by Section 3.01 for Securities of such
series.


The minimum amount of any sinking fund payment
provided for by the terms of Securities of any series is herein referred to as
a “mandatory sinking fund payment”, and any payment in excess of such minimum
amount provided for by the terms of Securities of any series is herein referred
to as an “optional sinking fund payment”. 
If provided for by the terms of Securities of any series, the cash
amount of any sinking fund payment may be subject to reduction as provided in
Section 12.02.  Each sinking fund payment
shall be applied to the redemption of Securities of any series as provided for
by the terms of Securities of such series.


Section 12.02         Satisfaction
of Sinking Fund Payments with Securities.


The Company (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 Company 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 the Securities of such series required to
be made pursuant to the terms of such Securities as provided for by the terms
of such series; provided that such Securities have not 



 51
 









been previously so
credited.  Such Securities shall be
received and credited for such purpose by the Trustee at the Redemption Price
specified in such Securities for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.


Section 12.03         Redemption
of Securities for Sinking Fund.


Not less than 60 days prior to each sinking fund
payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash and the
portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 12.02 and will also deliver to
the Trustee any Securities to be so delivered. 
Not less than 30 days before each such sinking fund payment date the
Trustee shall select the Securities to be redeemed upon such sinking fund
payment date in the manner specified in Section 11.03 and cause notice of the
redemption thereof to be given in the name of and at the expense of the Company
in the manner provided in Section 11.04. 
Such notice having been duly given, the redemption of such Securities
shall be made upon the terms and in the manner stated in Sections 11.06 and
11.07.


ARTICLE XIII



DEFEASANCE AND COVENANT DEFEASANCE


Section 13.01         Company’s
Option to Effect Defeasance or Covenant Defeasance.


The Company may elect, at its option at any time, to
have either Section 13.02 or Section 13.03 applied to the Outstanding
Securities of any series designated pursuant to Section 3.01 as being
defeasible pursuant to this Article XIII (hereinafter called a “Defeasible
Series”), upon compliance with the conditions set forth below in this Article
XIII.  Any such election shall be
evidenced by an Establishment Action or in another manner specified as
contemplated by Section 3.01 for such Securities.


Section 13.02         Defeasance and Discharge.


Upon the Company’s
exercise of the option provided in Section 13.01 to have this Section 13.02
applied to the Outstanding Securities of any Defeasible Series and subject to
Section 13.01, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of such series as
provided in this Section on and after the date the conditions set forth in
Section 13.04 are satisfied (hereinafter called “Defeasance”).  For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and to have satisfied
all its other obligations under the Securities of such series and this
Indenture insofar as the Securities of such series are concerned (and the
Trustee, at the expense of the Company, shall execute proper instruments
acknowledging the same), subject to the following which shall survive until
otherwise terminated or discharged hereunder: (1) the rights of Holders of
Securities of such series to receive, solely from the trust fund described in
Section 13.04 and 



 52
 









as more fully set
forth in such Section, payments in respect of the principal of and any premium
and interest on such Securities of such series when payments are due, (2) the
Company’s obligations with respect to the Securities of such series under
Sections 3.04, 3.05, 3.06, 10.02 and 10.03, (3) the rights, powers, trusts,
duties and immunities of the Trustee hereunder and (4) this Article XIII.  Subject to compliance with this Article XIII,
the Company may exercise its option provided in Section 13.01 to have this
Section 13.02 applied to the Outstanding Securities of any Defeasible Series
notwithstanding the prior exercise of its option provided in Section 13.01 to
have Section 13.03 applied to the Outstanding Securities of such series.


Section 13.03         Covenant Defeasance.


Upon the Company’s exercise
of the option provided in Section 13.01 to have this Section 13.03 applied to
the Outstanding Securities of any Defeasible Series, (1) the Company shall be
released from its obligations under Section 8.01 and any covenants provided
pursuant to Section 3.01(17), 9.01(2) or 9.01(7) for the benefit of the Holders
of such Securities, and (2) the occurrence of any event specified in Sections
5.01(3), 5.01(4) (with respect to Section 8.01 and any such covenants provided
pursuant to Section 3.01(17), 9.01(2) or 9.01(7)), and 5.01(7) shall be deemed
not to be or result in an Event of Default, in each case with respect to the
Outstanding Securities of such series as provided in this Section on and after
the date the conditions set forth in Section 13.04 are satisfied (hereinafter
called “Covenant Defeasance”).  For this
purpose, such Covenant Defeasance means that the Company may omit to comply
with and shall have no liability in respect of any term, condition or
limitation set forth in any such specified Section (to the extent so specified
in the case of Section 5.01(4)), 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 the Securities of such series shall be
unaffected thereby.


Section 13.04         Conditions to Defeasance or Covenant
Defeasance.


The following shall be the conditions to application
of either Section 13.02 or Section 13.03 to the Outstanding Securities of any
Defeasible Series:


(1)           The Company shall irrevocably have
deposited or caused to be deposited with the Trustee (or another trustee that
satisfies the requirements contemplated by Section 6.09 and agrees to comply with
the provisions of this Article XIII 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 benefit of the Holders of
Outstanding Securities of such series, (A) money in an amount, or (B) U.S.
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) 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
the Securities of such series on the respective Stated Maturities, in
accordance with the terms of this Indenture and the Securities of such
series.  As used herein, “U.S. Government
Obligation” means 



 53
 









(x) any security that is (i) a direct obligation of
the United States of America for the payment of which 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, which, 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 of 1933, as amended) as custodian with
respect to any U.S. Government Obligation specified in Clause (x) and held by
such custodian for the account of the holder of such depositary receipt, or
with respect to any specific payment of principal of or interest on any such
U.S. Government Obligation, 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.


(2)           In the case of an election under
Section 13.02, the Company shall have delivered to the Trustee an Opinion of
Counsel stating that (A) the Company has received from, or there has been
published by, the Internal Revenue Service a ruling or (B) since the date first
set forth hereinabove, there has been a change in the applicable Federal income
tax law, in either case (A) or (B) to the effect that, and based thereon such
opinion shall confirm that, the Holders of the Outstanding Securities of such
series will not recognize gain or loss for Federal income tax purposes as a
result of the deposit, Defeasance and discharge to be effected with respect to
the Securities of such series 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 case of an election under
Section 13.03, the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that the Holders of the Outstanding Securities of such
series will not recognize gain or loss for Federal income tax purposes as a
result of the deposit and Covenant Defeasance to be effected with respect to
the Securities of such series 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)           The Company shall have delivered to
the Trustee an Officer’s Certificate to the effect that the Securities of such
series, if then listed on any securities exchange, will not be delisted as a
result of such deposit.


(5)           No Event of Default or event that
(after notice or lapse of time or both) would become an Event of Default shall
have occurred and be continuing at the time of such deposit or, with regard to
any Event of Default or any such event specified in Sections 5.01(6) and (6),
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).



 54
 









(6)           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).


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


(8)           The Company 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.


(9)           Such Defeasance or Covenant
Defeasance shall not result in the trust arising from such deposit constituting
an investment company within the meaning of the Investment Company Act of 1940,
as amended, unless such trust shall be qualified under such Act or exempt from
regulation thereunder.


Section
13.05                          Deposited
Money and U.S. Government Obligations to be Held in Trust;  Other Miscellaneous
Provisions.


All money and U.S. Government Obligations (including
the proceeds thereof) deposited with the Trustee or other qualifying trustee
(solely for purposes of this Section and Section 13.06, the Trustee and any
such other trustee are referred to collectively as the “Trustee”) pursuant to
Section 13.04 in respect of the Securities of any Defeasible Series shall be
held in trust and applied by the Trustee, in accordance with the provisions of
the Securities of such series and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of Securities of
such series, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.


The Company shall pay and indemnify the Trustee
against any tax, fee or other charge imposed on or assessed against the U.S.
Government Obligations deposited pursuant to Section 13.04 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge that by law is for the account of the Holders of Outstanding Securities.


Anything in this Article XIII to the contrary
notwithstanding, the Trustee shall deliver or pay to the Company from time to time
upon Company Request any money or U.S. Government Obligations held by it as
provided in Section 13.04 with respect to Securities of any Defeasible Series
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 that would then be required to be
deposited to effect an equivalent Defeasance or Covenant Defeasance with
respect to the Securities of such series.


Section 13.06         Reinstatement.


If the Trustee or the Paying Agent is unable to apply
any money in accordance with this Article XIII with respect to the Securities
of any series by reason of any order or 



 55
 









judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company’s obligations under this Indenture and the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to this Article XIII with respect to Securities of such
series until such time as the Trustee or Paying Agent is permitted to apply all
money held in trust pursuant to Section 13.05 with respect to Securities of
such series in accordance with this Article XIII; provided, however,
that if the Company makes any payment of principal of or any premium or
interest on any Security of such series following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
Securities of such series to receive such payment from the money so held in
trust.


(Signature Page to
Follow)



 56
 









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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ L. T. Brockway

  
	
   

  	
   

  	
  Name:

  	
  L. T. Brockway

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary LaGumina

  
	
   

  	
   

  	
  Name:

  	
  Mary LaGumina

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 



 57















 


UNITED STATES STEEL CORPORATION


Certain Sections of this Indenture relating to


Sections 310 through 318(a), inclusive, of the


Trust Indenture Act of 1939:


	
  Trust Indenture

  	
   

  
	
  Act Section

  	
   

  	
   

  	
  Indenture Section

  
	
  § 310

  	
   

  	
  (a)(1)

  	
  6.10

  
	
   

  	
   

  	
  (a)(2)

  	
  6.10

  
	
   

  	
   

  	
  (a)(3)

  	
  Not Applicable

  
	
   

  	
   

  	
  (a)(4)

  	
  Not Applicable

  
	
   

  	
   

  	
  (a)(5)

  	
  6.10

  
	
   

  	
   

  	
  (b)

  	
  6.08

  
	
   

  	
   

  	
   

  	
  6.10

  
	
   

  	
   

  	
  (c)

  	
  Not Applicable

  
	
  § 311

  	
   

  	
  (a)

  	
  6.11

  
	
   

  	
   

  	
  (b)

  	
  6.11

  
	
   

  	
   

  	
  (c)

  	
  Not Applicable

  
	
  § 312

  	
   

  	
  (a)

  	
  7.01

  
	
   

  	
   

  	
   

  	
  7.02

  
	
   

  	
   

  	
  (b)

  	
  7.02

  
	
   

  	
   

  	
  (c)

  	
  7.02

  
	
  § 313

  	
   

  	
  (a)

  	
  6.06

  
	
   

  	
   

  	
   

  	
  7.03

  
	
   

  	
   

  	
  (b)

  	
  6.06

  
	
   

  	
   

  	
   

  	
  7.03

  
	
   

  	
   

  	
  (c)

  	
  6.06

  
	
   

  	
   

  	
   

  	
  7.03

  
	
   

  	
   

  	
  (d)

  	
  7.03

  
	
  § 314

  	
   

  	
  (a)

  	
  7.04

  
	
   

  	
   

  	
  (a)(4)

  	
  1.01

  
	
   

  	
   

  	
   

  	
  10.04

  
	
   

  	
   

  	
  (b)

  	
  Not Applicable

  
	
   

  	
   

  	
  (c)(1)

  	
  1.02

  
	
   

  	
   

  	
  (c)(2)

  	
  1.02

  
	
   

  	
   

  	
  (c)(3)

  	
  Not Applicable

  
	
   

  	
   

  	
  (d)

  	
  Not Applicable

  
	
   

  	
   

  	
  (e)

  	
  1.02

  
	
  § 315

  	
   

  	
  (a)

  	
  6.01

  
	
   

  	
   

  	
  (b)

  	
  6.05

  
	
   

  	
   

  	
  (c)

  	
  6.01

  
	
   

  	
   

  	
  (d)

  	
  6.01

  
	
   

  	
   

  	
  (e)

  	
  5.14

  
	
  § 316

  	
   

  	
  (a)

  	
  1.01

  
	
   

  	
   

  	
  (a)(1)(A)

  	
  5.02

  
	
   

  	
   

  	
   

  	
  5.12

  
	
   

  	
   

  	
  (a)(1)(B)

  	
  5.13

  
	
   

  	
   

  	
  (a)(2)

  	
  Not Applicable

  
	
   

  	
   

  	
  (b)

  	
  5.08

  
	
   

  	
   

  	
  (c)

  	
  1.04

  
	
  § 317

  	
   

  	
  (a)(1)

  	
  5.03

  
	
   

  	
   

  	
  (a)(2)

  	
  5.04

  
	
   

  	
   

  	
  (b)

  	
  10.03

  
	
  § 318

  	
   

  	
  (a)

  	
  1.07

  
						







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


*The relevant provision
will be included in Article X of this Indenture or in a supplement thereto.