Indenture

Indenture Agreement

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ALLEGHENY TECHNOLOGIES INCORPORATED

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Title: Indenture
Governing Law: New York Date: 3/22/2004
Industry: Iron and Steel Sector: Basic Materials

Indenture
, Parties: allegheny technologies incorporated

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EXHIBIT 4.16

ALLEGHENY TECHNOLOGIES INCORPORATED

and

-------------,

Trustee

Indenture

Dated as of __________, 20__

SENIOR DEBT SECURITIES

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TABLE OF CONTENTS

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TABLE OF CONTENTS ............................................................................................... i

ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION.............................................. 1

SECTION 101. DEFINITIONS............................................................................... 1

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS...................................................... 8

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.................................................... 9

SECTION 104. ACTS OF HOLDERS; RECORD DATES............................................................. 9

SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY..................................................... 11

SECTION 106. NOTICES TO HOLDERS; WAIVER................................................................ 12

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT......................................................... 12

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS.................................................. 12

SECTION 109. SUCCESSORS AND ASSIGNS.................................................................... 12

SECTION 110. SEPARABILITY CLAUSE....................................................................... 12

SECTION 111. BENEFITS OF INDENTURE..................................................................... 12

SECTION 112. GOVERNING LAW............................................................................. 13

SECTION 113. LEGAL HOLIDAYS............................................................................ 13

ARTICLE 2. SECURITY FORMS....................................................................................... 13

SECTION 201. FORMS GENERALLY........................................................................... 13

SECTION 202. FORM OF FACE OF SECURITY.................................................................. 13

SECTION 203. FORM OF REVERSE OF SECURITY............................................................... 15

SECTION 204. FORM OF LEGEND FOR GLOBAL SECURITIES...................................................... 19

SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION........................................... 19

ARTICLE 3. THE SECURITIES....................................................................................... 20

SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES...................................................... 20

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SECTION 302. DENOMINATIONS............................................................................. 23

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING............................................ 23

SECTION 304. TEMPORARY SECURITIES...................................................................... 24

SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE....................................... 24

SECTION 306. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES........................................... 27

SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED............................................ 27

SECTION 308. PERSONS DEEMED OWNERS..................................................................... 28

SECTION 309. CANCELLATION.............................................................................. 29

SECTION 310. COMPUTATION OF INTEREST................................................................... 29

ARTICLE 4. SATISFACTION AND DISCHARGE........................................................................... 29

SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE................................................... 29

SECTION 402. APPLICATION OF TRUST MONEY................................................................ 30

ARTICLE 5. REMEDIES............................................................................................. 30

SECTION 501. EVENTS OF DEFAULT......................................................................... 30

SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT........................................ 32

SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT; TRUSTEE............................. 33

SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM.......................................................... 33

SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES............................... 34

SECTION 506. APPLICATION OF MONEY COLLECTED............................................................ 34

SECTION 507. LIMITATION ON SUITS....................................................................... 34

SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST AND TO CONVERT.. 35

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SECTION 509. RESTORATION OF RIGHTS AND REMEDIES........................................................ 35

SECTION 510. RIGHTS AND REMEDIES CUMULATIVE............................................................ 35

SECTION 511. DELAY OR OMISSION NOT WAIVER.............................................................. 35

SECTION 512. CONTROL BY HOLDERS........................................................................ 36

SECTION 513. WAIVER OF PAST DEFAULTS................................................................... 36

SECTION 514. UNDERTAKING FOR COSTS..................................................................... 36

ARTICLE 6. THE TRUSTEE.......................................................................................... 36

SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES....................................................... 37

SECTION 602. NOTICE OF DEFAULTS........................................................................ 38

SECTION 603. CERTAIN RIGHTS OF TRUSTEE................................................................. 38

SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.................................... 39

SECTION 605. MAY HOLD SECURITIES....................................................................... 39

SECTION 606. MONEY HELD IN TRUST....................................................................... 39

SECTION 607. COMPENSATION AND REIMBURSEMENT............................................................ 40

SECTION 608. CONFLICTING INTERESTS..................................................................... 40

SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY................................................... 40

SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR......................................... 40

SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.................................................... 42

SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS............................... 43

SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY......................................... 43

SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT....................................................... 43

ARTICLE 7. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY.................................................... 45

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SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS................................. 45

SECTION 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.................................... 45

SECTION 703. REPORTS BY TRUSTEE........................................................................ 45

ARTICLE 8. CONSOLIDATION, MERGER, OR SALE OF ASSETS............................................................. 46

SECTION 801. CONSOLIDATION, MERGER OR SALE OF ASSETS BY THE COMPANY.................................... 46

SECTION 802. SUCCESSOR SUBSTITUTED..................................................................... 46

ARTICLE 9. SUPPLEMENTAL INDENTURES.............................................................................. 47

SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS........................................ 47

SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS........................................... 48

SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES...................................................... 49

SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES......................................................... 49

SECTION 905. CONFORMITY WITH THE TRUST INDENTURE ACT................................................... 49

SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURE......................................... 49

ARTICLE 10. COVENANTS........................................................................................... 49

SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST............................................... 49

SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY.......................................................... 50

SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST........................................ 50

SECTION 1004. COMMISSION REPORTS....................................................................... 51

SECTION 1005. COMPLIANCE CERTIFICATE................................................................... 51

SECTION 1006. STAY, EXTENSION AND USURY LAWS........................................................... 52

SECTION 1007. CORPORATE EXISTENCE...................................................................... 52

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SECTION 1008. WAIVER OF CERTAIN COVENANTS.............................................................. 52

SECTION 1009. TAXES.................................................................................... 53

SECTION 1010. LIMITATION ON LIENS...................................................................... 53

SECTION 1011. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS............................................ 54

SECTION 1012. EXEMPTED INDEBTEDNESS.................................................................... 54

ARTICLE 11. REDEMPTION OF SECURITIES............................................................................ 55

SECTION 1101. APPLICABILITY OF ARTICLE................................................................. 55

SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE.................................................... 55

SECTION 1103. SELECTION OF TRUSTEE OF SECURITIES TO BE REDEEMED........................................ 55

SECTION 1104. NOTICE OF REDEMPTION..................................................................... 56

SECTION 1105. DEPOSIT OF REDEMPTION PRICE.............................................................. 57

SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE.................................................... 57

SECTION 1107. SECURITIES REDEEMED IN PART.............................................................. 57

ARTICLE 12. SINKING FUNDS....................................................................................... 57

SECTION 1201. APPLICABILITY OF ARTICLE................................................................. 57

SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.................................... 58

SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND................................................ 58

ARTICLE 13. DEFEASANCE AND COVENANT DEFEASANCE.................................................................. 58

SECTION 1301. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO ELECT DEFEASANCE OR COVENANT DEFEASANCE.... 58

SECTION 1302. DEFEASANCE AND DISCHARGE................................................................. 59

SECTION 1303. COVENANT DEFEASANCE...................................................................... 59

SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.......................................... 59

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SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS.... 62

SECTION 1306. REINSTATEMENT.................................................................................... 62

SECTION 1307. QUALIFYING TRUSTEE............................................................................... 63

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NOTE: This Table of Contents shall not, for any purpose, be deemed to be a part

of the Indenture.

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INDENTURE dated as of ___________, 20__ between ALLEGHENY TECHNOLOGIES

INCORPORATED, a corporation duly organized and existing under the laws of the

State of Delaware (herein sometimes called the "Company"), and _____________, a

corporation duly organized and existing under the laws of the State of

_____________, as Trustee (herein sometimes 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 debentures, notes

or other evidences of indebtedness (herein called the "Securities"), to be

issued in one or more series as this Indenture provides.

All things necessary to make this Indenture a valid agreement of the

Company, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the promises 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 1.

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

SECTION 101. DEFINITIONS. For all purposes of this Indenture, except as

otherwise expressly provided or unless the context otherwise requires:

(1) the terms defined in this Article have the meanings assigned

to them in this Article and include the plural as well as the singular;

(2) all other terms used herein which are defined in the Trust

Indenture Act, either directly or by reference therein, have the meanings

assigned to them therein;

(3) all accounting terms not otherwise defined herein have the

meanings assigned to them in accordance with generally accepted accounting

principles, and, except as otherwise herein expressly provided, the terms

"generally accepted accounting principles" or "GAAP" with respect to any

computation required or permitted hereunder shall mean such accounting

principles as are generally accepted at the date hereof;

(4) unless the context otherwise requires, any reference to an

Article or a Section refers to an Article or a Section, as the case may be, of

this Indenture; and

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(5) the words herein, hereof, and hereunder and other words of

similar import refer to this Indenture as a whole and not to any particular

Article, Section or other subdivision.

"Act of Holder" has the meaning specified in Section 104.

"Affiliate" of any specified Person means any other Person directly or

indirectly controlling or controlled by or under direct or indirect common

control with such specified Person. For the purposes of this definition, control

when used with respect to any specified Person means the power to direct the

management and policies of such Person, directly or indirectly, whether through

the ownership of voting securities, by contract or otherwise; and the terms

controlling and controlled have meanings correlative to the foregoing.

"Attributable Debt" in respect of a Sale and Leaseback Transaction,

means, as of any particular time, the present value (discounted at the rate of

interest implicit in the lease involved in such Sale and Leaseback Transaction,

as determined by the Company in good faith) of the obligation of the lessee

thereunder for rental payments (excluding, however, any amounts required to be

paid by the lessee, whether or not designated as rent or additional rent, on

account of maintenance and repairs, insurance, taxes, assessments, water rates

or similar charges or any amounts required to be paid by the lessee thereunder

contingent upon the monetary inflation or the amount of sales, maintenance and

repairs, insurance, taxes, assessments, water rates or similar charges) during

the remaining term of the lease (including any period for which the lease has

been extended or may, at the option of the lessor, be extended).

"Authenticating Agent" means any Person authorized by the Trustee

pursuant to Section 614 to act on behalf of the Trustee to authenticate

Securities of one or more series.

"Board of Directors" means either the board of directors of the Company

or any duly authorized committee of that board.

"Board Resolution" means (i) a copy of a resolution certified by the

Secretary or an Assistant Secretary of the Company to have been duly adopted by

the Board of Directors and to be in full force and effect on the date of such

certification, or (ii) a certificate signed by the authorized officer or

officers of the Company to whom the Board of Directors of the Company has

delegated its authority, and in each case, delivered to the Trustee.

"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.

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"Company" means the Person named as the Company in the first paragraph

of this instrument until a successor Person shall have become such pursuant to

the applicable provisions of this Indenture, and thereafter Company shall mean

such successor Person.

"Company Request" or "Company Order" means a written request or order

signed in the name of the Company by its Chairman of the Board, its Vice

Chairman of the Board, its President or a Vice President, and by its Treasurer,

an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered

to the Trustee.

"Consolidated Net Tangible Assets," which may be determined as of a

date not more than 60 days prior to the happening of an event for which such

determination is being made, means the total of all the assets appearing on the

consolidated balance sheet of the Company and its Subsidiaries, less the

following:

(i) current liabilities;

(ii) intangible assets, including without limitation, such items as

goodwill, trademarks, trade names, patents and unamortized

debt discount and expense carried as an asset on said balance

sheet; and

(iii) appropriate adjustments on account of minority interests of

other Persons holding stock in any Subsidiary of the Company.

"Corporate Trust Office" means the office of the Trustee or agent of

the Trustee, in either case, in the City of New York, at which at any particular

time the corporate trust business of the Trustee or such agent shall be

principally administered.

"Corporation" means a corporation, association, company, joint-stock

company or business trust.

"Covenant Defeasance" has the meaning specified in Section 1303.

"Debt" means indebtedness for money borrowed.

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

"Defeasance" has the meaning specified in Section 1302.

"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 301.

"Domestic Subsidiary" means a Subsidiary formed under the laws of, or

conducting its principal operations within, the Unites States or any State or

territory thereof.

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

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"Exchange Act" means the Securities Exchange Act of 1934 and any

statute successor thereto, in each case as amended from time to time.

"Expiration Date" means a date, designated in accordance with Section

104, by which Holders must take an action contemplated by Section 104 for such

action to be effective.

"Foreign Government Obligation" has the meaning specified in Section

1304.

"Funded Debt" means all indebtedness for money borrowed having a

maturity of more than twelve months from the date of the most recent

consolidated balance sheet of the Company and its Subsidiaries or renewable and

extendable beyond twelve months at the option of the borrower and all

obligations in respect of lease rentals that under GAAP would be shown on the

consolidated balance sheet of the Company as a liability item other than a

current liability; provided, however, that Funded Debt shall not include any of

the foregoing to the extent that such indebtedness or obligations are not

required by GAAP to be shown on the balance sheet of the Company.

"generally accepted accounting principles" or "GAAP" has the meaning

specified in Section 101(3).

"Global Security" means a Security that evidences all or part of the

Securities of any series and bears the legend set forth in Section 204 (or such

legend as may be specified as contemplated by Section 301 for such Securities).

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

Security Register.

"Indebtedness" means, with respect to a Person, (i) all liabilities

representing borrowed money or purchase money obligations as shown on the

liability side of a balance sheet, (ii) all indebtedness secured by any Lien

existing on property owned subject to such Lien, whether or not such secured

indebtedness has been assumed and (iii) contingent obligations in respect of, or

to purchase or otherwise acquire, any such indebtedness of others described in

the foregoing clauses (i) or (ii) above, including guarantees and endorsements

(other than for purposes of collection in the ordinary course of business of any

such indebtedness).

"Indenture" means this instrument as originally executed and as it may

from time to time be supplemented or amended by one or more indentures

supplemental hereto entered into pursuant to the applicable provisions hereof,

including, for all purposes of this instrument and any such supplemental

indenture, the provisions of the Trust Indenture Act 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 301.

"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.

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"Interest Payment Date," when used with respect to any Security, means

the Stated Maturity of an installment of interest on such Security.

"Investment Company Act" means the Investment Company Act of 1940 and

any statute successor thereto, in each case as amended from time to time.

"Lien" means any mortgage, pledge, lien, encumbrance, charge or

security interest of any kind, excluding certain liens relating to taxes,

easements and similar liens arising in the ordinary course of business.

"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 501(4).

"Officers' Certificate" means a certificate signed by the Chairman of

the Board, the Chief Executive Officer, the President, the Chief Financial

Officer or any 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, and who shall be acceptable to the Trustee.

"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 502.

"Outstanding," when used with respect to Securities, means, as of the

date of determination, all Securities theretofore authenticated and delivered

under this Indenture, except:

(1) Securities theretofore cancelled by the Trustee or delivered

to the Trustee 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 1302; and

(4) Securities that have been paid pursuant to Section 306 or in

exchange for or in lieu of which other Securities have been authenticated and

delivered pursuant to this Indenture,

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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, made or

taken any request, demand, authorization, direction, notice, consent, waiver or

other action hereunder as of any date, (A) the principal amount of an Original

Issue Discount Security which shall be deemed to be Outstanding shall be the

amount of the principal thereof which would be due and payable as of such date

upon acceleration of the Maturity thereof to such date pursuant to Section 502,

(B) if, as of such date, the principal amount payable at the Stated Maturity of

a Security is not determinable, the principal amount of such Security which

shall be deemed to be Outstanding shall be the amount as specified or determined

as contemplated by Section 301, (C) the principal amount of a Security

denominated in one or more foreign currencies or currency units which shall be

deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of

such date in the manner provided as contemplated by Section 301, of the

principal amount of such Security (or, in the case of a Security described in

Clause (A) or (B) above, of the amount determined as provided in such Clause),

and (D) Securities owned by the 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, waiver or other action, 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 an individual, corporation, partnership, joint venture,

limited liability company, association, 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 any premium and

interest on the Securities of that series are payable as specified as

contemplated by Section 301.

"Predecessor Security" of any particular Security means every previous

Security evidencing all or a portion of the same debt as that evidenced by such

particular Security; and, for the purposes of this definition, any Security

authenticated and delivered under Section 306 in exchange for or in lieu of a

mutilated, destroyed, lost or stolen Security shall be deemed to evidence the

same debt as the mutilated, destroyed, lost or stolen Security.

"Principal Property" means any manufacturing plant or other similar

facility owned by the Company or any Domestic Subsidiary, the book value of the

real property, plant and equipment of which (as shown, without deduction of any

depreciation reserves, on the books of

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the owner or owners) is not less than two percent of Consolidated Net Tangible

Assets except (A) any such plant or facility which the Board of Directors

determines is not of material importance to the total business conducted, or

assets owned, by the Company and its Domestic Subsidiaries as an entirety, or

(B) any portion of any such plant or facility which the Board of directors

determines not to be of material importance to the use or operation thereof.

"Redemption Date," when used with respect to any Security to be

redeemed, means the date fixed for such redemption by or pursuant to this

Indenture.

"Redemption Price," when used with respect to any Security to be

redeemed, means the price at which it is to be redeemed pursuant to this

Indenture.

"Regular Record Date" for the interest payable on any Interest Payment

Date on the Securities of any series means the date specified for that purpose

as contemplated by Section 301.

"Responsible Officer," when used with respect to the Trustee, means any

officer within the Corporate Trust Office of the Trustee including any vice

president, the secretary, any assistant secretary, the treasurer, any assistant

treasurer, the cashier, any assistant cashier, any trust officer, any senior

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.

"Sale and Leaseback Transaction" means any arrangement with any Person

providing for the leasing to the Company or any Domestic Subsidiary of the

Company of any Principal Property or portion thereof (except for temporary

leases for a term, including any renewal thereof, of not more than 36 months and

except for leases between the Company and a Subsidiary or between Subsidiaries),

which Principal Property (or portion thereof) has been or is to be sold or

transferred by the Company or such Domestic Subsidiary to such Person.

"Secured Debt" means Indebtedness for borrowed money and any Funded

Debt that is secured by a security interest in (a) any Principal Property or (b)

any shares of capital stock or Indebtedness of any Subsidiary.

"Securities" has the meaning stated in the first recital of this

Indenture and more particularly means any Securities authenticated and delivered

under this Indenture.

"Securities Act" means the Securities Act of 1933 and any statute

successor thereto, in each case as amended from time to time.

"Security Registrar" shall mean the Person appointed to register

Securities and transfers of Securities in the Security Register, as contemplated

by Section 305.

"Security Register" has the meaning specified in Section 305.

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"Significant Subsidiary" means any direct or indirect Subsidiary of the

Company that would be a "significant subsidiary" as defined in Article 1, Rule

1-02 of Regulation S-X, promulgated pursuant to the Securities Act of 1933, as

amended, as such regulation is in effect on the date hereof.

"Special Record Date" for the payment of any Defaulted Interest means a

date fixed by the Trustee pursuant to Section 307.

"Stated Maturity," when used with respect to any Security or any

installment of principal thereof or interest thereon, means the date specified

in such Security as the fixed date on which the principal of such Security or

such installment of principal or interest is due and payable.

"Subsidiary" means with respect to any Person, any corporation,

association or other business entity of which more than 50% of the outstanding

voting stock is owned, directly or indirectly, by such Person and one or more

Subsidiaries of such Person (or combination thereof). Unless otherwise

specified, "Subsidiary" means a Subsidiary of the Company.

"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 the Trustee with respect to Securities of that series.

"U.S. Government Obligation" has the meaning specified in Section 1304.

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

means any vice president, whether or not designated by a number or a word or

words added before or after the title Vice President.

SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS. Upon any application

or request by the Company to the Trustee to take any action under any provision

of this Indenture, the Company shall furnish to the Trustee such certificates

and opinions as may be required under the Trust Indenture Act. Each such

certificate or opinion shall be given in the form of an Officers' Certificate,

if to be given by an officer of the Company, or an Opinion of Counsel, if to be

given by counsel, and shall comply with the requirements of the Trust Indenture

Act and any other requirements set forth in this Indenture.

Every certificate or opinion with respect to compliance with a

condition or covenant provided for in this Indenture (other than the Officers'

Certificate provided for in Section 1005 hereof) shall include:

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(1) a statement that each individual signing such certificate or

opinion has read such covenant or condition and the definitions herein relating

thereto;

(2) a brief statement as to the nature and scope of the

examination or investigation upon which the statements or opinions contained in

such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he

has made such examination or investigation as is necessary to enable him to

express an informed opinion as to whether or not such covenant or condition has

been complied with; and

(4) a statement as to whether, in the opinion of each such

individual, such condition or covenant has been complied with.

SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where

several matters are required to be certified by, or covered by an opinion of,

any specified Person, it is not necessary that all such matters be certified by,

or covered by the opinion of, only one such Person, or that they be so certified

or covered by only one document, but one such Person may certify or give an

opinion with respect to some matters and one or more other such Persons as to

other matters, and any such Person may certify or give an opinion as to such

matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based,

insofar as it relates to legal matters, upon an opinion of counsel, unless such

officer knows, or in the exercise of reasonable care should know, that the

opinion with respect to the matters upon which his certificate or opinion is

based is erroneous. Any such certificate or opinion of counsel may be based,

insofar as it relates to factual matters, upon a certificate of, or

representations by, an officer or officers of the Company stating that the

information with respect to such factual matters is in the possession of the

Company, unless such counsel knows, or in the exercise of reasonable care should

know, that the certificate or representations with respect to such matters are

erroneous.

Where any Person is required to make, give or execute two or more

applications, requests, consents, certificates, statements, opinions or other

instruments under this Indenture, they may, but need not, be consolidated and

form one instrument.

SECTION 104. ACTS OF HOLDERS; RECORD DATES. Any request, demand,

authorization, direction, notice, consent, waiver or other action provided or

permitted by this Indenture to be given, made or taken by Holders may be

embodied in and evidenced by one or more instruments of substantially similar

tenor signed by such Holders in person or by 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

<PAGE>

(subject to Section 601) 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 set any day as a record date for the purpose of

determining the Holders of Outstanding Securities of any series entitled to

give, make or take any request, demand, authorization, direction, notice,

consent, waiver or other action provided or permitted by this Indenture to be

given, made or taken by Holders of Securities of such series, provided that the

Company may not set a record date for, and the provisions of this paragraph

shall not apply with respect to, the giving or making of any notice,

declaration, request or direction referred to in the next paragraph. If any

record date is set pursuant to this paragraph, the Holders of Outstanding

Securities of the relevant series on such record date, and no other Holders,

shall be entitled to take the relevant action, whether or not such Holders

remain Holders after such record date; provided that no such action shall be

effective hereunder unless taken on or prior to the applicable Expiration Date

by Holders of the requisite principal amount of Outstanding Securities of such

series on such record date. Nothing in this paragraph shall be construed to

prevent the Company from setting a new record date for any action for which a

record date has previously been set pursuant to this paragraph (whereupon the

record date previously set shall automatically and with no action by any Person

be cancelled and of no effect), and nothing in this paragraph shall be construed

to render ineffective any action taken by Holders of the requisite principal

amount of Outstanding Securities of the relevant series on the date such action

is taken. Promptly after any record date is set pursuant to this paragraph, the

Company, at its own expense, shall cause notice of such record date, the

proposed action by Holders and the applicable Expiration Date to be given to the

Trustee in writing and to each Holder of Securities of the relevant series in

the manner set forth in Section 106.

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 502, (iii) any request to institute

proceedings referred to in Section 507(2) or (iv) any direction referred to in

Section 512,

<PAGE>

in each case with respect to Securities of such series. If any record date is

set pursuant to this paragraph, the Holders of Outstanding Securities of such

series on such record date, and no other Holders, shall be entitled to join in

such notice, declaration, request or direction, whether or not such Holders

remain Holders after such record date; provided that no such action shall be

effective hereunder unless taken on or prior to the applicable Expiration Date

by Holders of the requisite principal amount of Outstanding Securities of such

series on such record date. Nothing in this paragraph shall be construed to

prevent the Trustee from setting a new record date for any action for which a

record date has previously been set pursuant to this paragraph (whereupon the

record date previously set shall automatically and with no action by any Person

be cancelled and of no effect), and nothing in this paragraph shall be construed

to render ineffective any action taken by Holders of the requisite principal

amount of Outstanding Securities of the relevant series on the date such action

is taken. Promptly after any record date is set pursuant to this paragraph, the

Trustee, at the Company's expense, shall cause notice of such record date, the

proposed action by Holders and the applicable Expiration Date to be given to the

Company in writing and to each Holder of Securities of the relevant series in

the manner set forth in Section 106.

With respect to any record date set pursuant to this Section, the party

hereto which sets such record dates may designate any date as the Expiration

Date and from time to time may change the Expiration Date to any earlier or

later day; provided that no such change shall be effective unless notice of the

proposed new Expiration Date is given to the other party hereto in writing, and

to each Holder of Securities of the relevant series in the manner set forth in

Section 106, on or prior to the existing Expiration Date. If an Expiration Date

is not designated with respect to any record date set pursuant to this Section,

the party hereto which sets such record date shall be deemed to have initially

designated the 180th day after such record date as the Expiration Date with

respect thereto, subject to its right to change the Expiration Date as provided

in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be

later than the 180th day after the applicable record date.

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 may do so pursuant to such appointment

with regard to all or any part of such principal amount.

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

demand, authorization, direction, notice, consent, waiver or Act of Holders or

other document provided or permitted by this Indenture to be made upon, given or

furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient for every

purpose hereunder if made, given, furnished or filed in writing to or with the

Trustee at ___________________, or at any other address previously furnished in

writing to the Company and the Holders by the Trustee, 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

<PAGE>

specified in the first paragraph of this instrument, Attn. Secretary, or at any

other address previously furnished in writing to the Trustee by the Company.

SECTION 106. NOTICES TO HOLDERS; WAIVER. Where this Indenture provides

for notice to Holders of any event, such notice shall be sufficiently given

(unless otherwise herein expressly provided) if in writing and mailed,

first-class postage prepaid, to each Holder affected by such event, at his

address as it appears in the Security Register, not later than the latest date

(if any), and not earlier than the earliest date (if any), prescribed for the

giving of such notice. In any case where notice to Holders is given by mail,

neither the failure to mail such notice, nor any defect in any notice so mailed,

to any particular Holder shall affect the sufficiency of such notice with

respect to other Holders. Where this Indenture provides for notice in any

manner, such notice may be waived in writing by the Person entitled to receive

such notice, either before or after the event, and such waiver shall be the

equivalent of such notice. Waivers of notice by Holders shall be filed with the

Trustee, but such filing shall not be a condition precedent to the validity of

any action taken in reliance upon such waiver.

In case, by reason of the suspension of regular mail service or by

reason of any other cause, it shall be impracticable to give such notice by

mail, then such notification as shall be made with the approval of the Trustee

shall constitute a sufficient notification for every purpose hereunder.

SECTION 107. CONFLICT WITH TRUST INDENTURE ACT. If any provision hereof

limits, qualifies or conflicts with a provision of the Trust Indenture Act that

is required under such Act to be a part of and govern this Indenture, the latter

provision shall control. If any provision of this Indenture modifies or excludes

any provision of the Trust Indenture Act that may be so modified or excluded,

the latter provision shall be deemed to apply to this Indenture as so modified

or to be excluded, as the case may be.

SECTION 108. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and

Section headings herein and the Table of Contents are for convenience only and

shall not affect the construction hereof.

SECTION 109. SUCCESSORS AND ASSIGNS. All covenants and agreements in

this Indenture by the Company shall bind its successors and assigns, whether so

expressed or not.

SECTION 110. SEPARABILITY CLAUSE. In case any provision in this

Indenture or in the Securities shall be invalid, illegal or unenforceable, the

validity, legality and enforceability of the remaining provisions shall not in

any way be affected or impaired thereby.

SECTION 111. BENEFITS OF INDENTURE. Nothing in this Indenture or in the

Securities, express or implied, shall give to any Person, other than the parties

hereto and their successors hereunder and the Holders, any benefit or any legal

or equitable right, remedy or claim under this Indenture.

<PAGE>

SECTION 112. GOVERNING LAW. This Indenture and the Securities shall be

governed by and construed in accordance with the law of the State of New York,

without regard to principles of conflicts of laws.

SECTION 113. LEGAL HOLIDAYS. In any case where any Interest Payment

Date, Redemption Date or Stated Maturity of any Security shall not be a Business

Day at any Place of Payment, then (notwithstanding any other provision of this

Indenture or of the Securities (other than a provision of any Security that

specifically states that such provision shall apply in lieu of this Section))

payment of interest or principal (and premium, if any) need not be made at such

Place of Payment on such date, but may be made on the next succeeding Business

Day at such Place of Payment with the same force and effect as if made on the

Interest Payment Date or Redemption Date, or at the Stated Maturity, provided,

that no interest shall accrue with respect to such payment for the period from

and after such Interest Payment Date, Redemption Date or Stated Maturity, as the

case may be.

ARTICLE 2.

SECURITY FORMS

SECTION 201. FORMS GENERALLY. The Securities of each series shall be in

substantially the form set forth in this Article, or in such other form as shall

be established by or pursuant to a Board Resolution 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 thereof. If the form of Securities of any series is established by

action taken pursuant to a Board Resolution, a copy of an appropriate record of

such action shall be certified by the Secretary or an Assistant Secretary of the

Company and delivered to the Trustee at or prior to the delivery of the Company

Order contemplated by Section 303 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 202. FORM OF FACE OF SECURITY.

[Insert any legend required by the Internal Revenue Code and the

regulations thereunder.]

ALLEGHENY TECHNOLOGIES INCORPORATED

No. ____________ $_____________

CUSIP _______________

<PAGE>

Allegheny Technologies Incorporated, 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] [if other than

Dollars, substitute other currency or currency units] 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] [if other than semi-annual interest at a

fixed rate, insert frequency of payments and payment dates,] commencing

___________________ at [If the Security is to bear interest at a fixed rate,

insert -- the rate of ____% per annum] [if the Security is to bear interest at a

rate determined with reference to one or more formula, refer to description of

index below], until the principal hereof is paid or made available for payment.

[If applicable, insert --, provided that any principal and premium, and

any such installment of interest, which is overdue shall bear interest at the

rate of ____% per annum (to the extent that the payment of such interest shall

be legally enforceable), from the dates such amounts are due until they are paid

or made available for payment, and such interest shall be payable on demand.]

Interest shall be computed on the basis of a 360-day year of twelve 30-day

months. The interest so payable, and punctually paid or duly provided for, on

any Interest Payment Date will, as provided in such Indenture, be paid to the

Person in whose name this Security (or one or more Predecessor Securities) is

registered at the close of business on the Regular Record Date for such

interest, which shall be the _________________ or ____________ (whether or not a

Business Day), as the case may be, next preceding such Interest Payment Date.

Any such interest not so punctually paid or duly provided for will forthwith

cease to be payable to the Holder on such Regular Record Date and may either be

paid to the Person in whose name this Security (or one or more Predecessor

Securities) is registered at the close of business on a Special Record Date for

the Payment of such Defaulted Interest to be fixed by the Trustee, notice

whereof shall be given to Holders of Securities of this series not less than 10

days prior to such Special Record Date, or be paid at any time in any other

lawful manner not inconsistent with the requirements of any securities exchange

on which the Securities of this series may be listed, and upon such notice as

may be required by such exchange, all as more fully provided in said Indenture].

[If the Securities are securities with respect to which the principal

of or any premium or interest may be determined with reference to one or more

indices or formulas, insert the text of such indices or formulas.]

[If the Security is not to bear interest prior to Maturity, insert -

The principal of this Security shall not bear interest except in the case of a

default in payment of principal upon acceleration, upon redemption or at Stated

Maturity and in such case the overdue principal and any overdue premium shall

bear interest at the rate of _____% per annum (to the extent that the payment of

such interest shall be legally enforceable), from the dates such amounts are due

until they are paid or made available for payment. Interest on any overdue

principal or premium shall

<PAGE>

be payable on demand. [Any such interest on overdue principal or premium which

is not paid on demand shall bear interest at the rate of _______________% per

annum (to the extent that the payment of such interest on interest shall be

legally enforceable), from the date of such demand until the amount so demanded

is paid or made available for payment. Interest on any overdue interest shall be

payable on demand.]]

Payment of the principal of (and premium, if any) and [if applicable,

insert -- any such] interest on this Security will be made at the office or

agency of the Company maintained for that purpose in ________________ in such

coin or currency [of the United States of America] [if the Security is

denominated in a currency other than U.S. dollars, specify other currency or

currency unit in which payment of the principal of any premium or interest may

be made] 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

thereto as specified 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: ________________

ALLEGHENY TECHNOLOGIES INCORPORATED

By__________________________

Attest:

SECTION 203. 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 ________________, ____ (herein called the Indenture, which term

shall have the meaning assigned to it in such instrument), between the Company

and __________________, as Trustee (herein called the Trustee, which term

includes any successor trustee under the Indenture), and reference is hereby

made to the Indenture for a statement of the respective rights, limitations of

rights, duties and immunities thereunder of the 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

<PAGE>

series designated on the face hereof [if applicable, insert -- limited in

aggregate principal amount to $________________]. [The Securities are [unsecured

general obligations of the Company.]]

[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

______________, ____], 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,

<TABLE>

Year Redemption Price Year Redemption Price

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

</TABLE>

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 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,

<TABLE>

Redemption Price for Redemption Price for

Redemption Through Redemption Otherwise

Operation of the Than Through Operation

Year Sinking Fund of the Sinking Fund

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

</TABLE>

<PAGE>

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 -- Notwithstanding the foregoing, the Company

may not, prior to ________________ redeem any Securities of this series as

contemplated by [if applicable, insert -- Clause (2) of the preceding paragraph

as a part of, or in anticipation of, any refunding operation by the application,

directly or indirectly, of moneys borrowed having an interest cost to the

Company (calculated in accordance with generally accepted financial practice) of

less than _________% per annum.]

[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 the Security is not subject to redemption of any kind, insert -

This Security is not redeemable prior to the Stated Maturity.]

[If applicable, insert -- The Indenture contains provisions for

defeasance at any time of [the entire indebtedness of this Security] [or]

[certain restrictive covenants and Events of Default with respect to this

Security] [, in each case] upon compliance with certain conditions set forth in

the Indenture.]

[If the Security is convertible into securities of the Company,

specify the conversion features.]

[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

<PAGE>

Securities of this series may be declared due and payable in the manner and with

the effect provided in the Indenture.]

[If the Security is an Original Issue Discount Security, insert -- If

an Event of Default with respect to Securities of this series shall occur and be

continuing, an amount of principal of the Securities of this series may be

declared due and payable in the manner and with the effect provided in the

Indenture. Such amount shall be equal to -- [insert formula for determining the

amount.] Upon payment (i) of the amount of principal so declared due and payable

and (ii) of interest on any overdue principal, premium and interest (in each

case to the extent that the payment of such interest shall be legally

enforceable), all of the Company's obligations in respect of the payment of the

principal of and premium and interest, if any, on the Securities of this series

shall terminate.]

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.

<PAGE>

As provided in the Indenture and subject to certain limitations therein

set forth, the transfer of this Security is registrable in the Security

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.

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 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 204. FORM OF LEGEND FOR GLOBAL SECURITIES. Unless otherwise

specified as contemplated by Section 301 for the Securities evidenced thereby,

every Global Security authenticated and delivered hereunder shall bear a legend

in substantially the following form:

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE

HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY

OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE TRANSFERRED TO, OR

REGISTERED OR EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED

IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE

THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE

INDENTURE.

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

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

form:

<PAGE>

This is one of the Securities of the series designated therein referred

to in the within-mentioned Indenture.

__________, as Trustee

By:________________________________

Authorized Officer

ARTICLE 3.

THE SECURITIES

SECTION 301. 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 a Board Resolution and, subject to Section 303,

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 (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 304, 305, 306, 906 or 1107 and except for any

Securities which, pursuant to Section 303, 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 any Securities of

the series is payable;

(5) the rate or rates at which any Securities of the series shall

bear interest, if any, the date or dates from which any such interest shall

accrue, the Interest Payment Dates on which any such interest shall be payable

and the Regular Record Date for any such interest payable on any Interest

Payment Date;

(6) the place or places where the principal of and any premium and

interest on any Securities of the series shall be payable;

<PAGE>

(7) the period or periods within which, the price or prices at

which and the terms and conditions upon which any Securities of the series may

be redeemed, in whole or in part, at the option of the Company;

(8) the obligation, if any, of the Company to redeem or purchase

any Securities of the series pursuant to any sinking fund or analogous

provisions or at the option of the Holder thereof and the period or periods

within which, the price or prices at which and the terms and conditions upon

which any Securities of the series shall be redeemed or purchased, in whole or

in part, pursuant to such obligation;

(9) any provision for the conversion or exchange of Securities of

the series, either at the option of the Holder thereof or the Company, into or

for another security or securities of the Company, the security or securities

into or for which, the period or periods within which, the price or prices,

including any adjustments thereto, at which and the other terms and conditions

upon which any Securities of the series shall be converted or exchanged, in

whole or in part, pursuant to such obligation;

(10) if other than denominations of $1,000 and any integral

multiple thereof, the denominations in which any Securities of the series shall

be issuable;

(11) if the amount of principal of or any premium or interest on

any Securities of the series may be determined with reference to one or more

indices or pursuant to a formula, the manner in which such amounts shall be

determined;

(12) if other than the currency of the United States of America,

the currency, currencies or currency units in which the principal of or any

premium or interest on any Securities of the series shall be payable and the

manner of determining the equivalent thereof in the currency of the United

States of America for any purpose, including for purposes of the definition of

"Outstanding" in Section 101;

(13) 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 the

Holder thereof, in one or more currencies or currency units other than that or

those in which such Securities are stated to be payable, the currency,

currencies or currency units in which the principal of or any premium or

interest on such Securities as to which such election is made shall be payable,

the periods within which and the terms and conditions upon which such election

is to be made and the amount so payable (or the manner in which such amount

shall be determined);

(14) if other than the entire principal amount thereof, the portion

of the principal amount of any Securities of the series which shall be payable

upon declaration of acceleration of the Maturity thereof pursuant to Section

502;

(15) if the principal amount payable at the Stated Maturity of any

Securities of the series will not be determinable as of any one or more dates

prior to the Stated Maturity, the amount which shall be deemed to be the

principal amount of such Securities as of any such date for any purpose

thereunder or hereunder, including the principal amount thereof which shall be

<PAGE>

due and payable upon any Maturity other than the Stated Maturity or which shall

be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in

any such case, the manner in which such amount deemed to be the principal amount

shall be determined);

(16) if applicable, that the Securities of the series, in whole or

any specified part, shall be defeasible pursuant to Section 1302 or Section 1303

or both such Sections (or, if defeasible by another method, such other method)

and, if other than by an action pursuant to a Board Resolution, the manner in

which any election by the Corporation to defease such Securities shall be

evidenced;

(17) if and as applicable, that any Securities of the series shall

be issuable in whole or in part in the form of one or more Global Securities

and, in such case, the respective Depositaries for such Global Securities, the

form of any legend or legends which shall be borne by any such Global Security

in addition to or in lieu of that set forth in Section 204 and any circumstances

in addition to or in lieu of those set forth in Clause (2) of the last paragraph

of Section 305 in which any such Global Security may be exchanged in whole or in

part for Securities registered, and any transfer of such Global Security in

whole or in part may be registered, in the name or names of Persons other than

the Depositary for such Global Security or a nominee thereof;

(18) any addition to or change in the Events of Default which

applies to any Securities of the series and any change in the right of the

Trustee or the requisite Holders of such Securities to declare the principal

amount thereof due and payable pursuant to Section 502;

(19) any addition to or change in the covenants set forth in

Article Ten which applies to Securities of the series; and

(20) any other terms of the series (which terms shall not be

inconsistent with the provisions of this Indenture, except as permitted by

Section 901(5)).

All Securities of any one series shall be substantially identical

except as to denomination and except as may otherwise be provided in or pursuant

to the Board Resolution referred to above and (subject to Section 303) set

forth, or determined in the manner provided in the Officers' Certificate

referred to above or in any such indenture supplemental hereto. All Securities

of any one series need not be issued at one time and, unless otherwise provided,

a series may be reopened for issuances of additional Securities of such series.

Unless otherwise provided with respect to the Securities of any series,

at the option of the Company, interest on the Securities of any series that

bears interest may be paid by mailing a check to the address of the person

entitled thereto as such address shall appear in the Security Register.

If any of the terms of a series are established by action taken

pursuant to a Board Resolution, a copy of an appropriate record of such action

shall be certified by the Secretary or an Assistant Secretary of the Company and

delivered to the Trustee at or prior to the delivery of the Officers'

Certificate setting forth the terms of the series.

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SECTION 302. DENOMINATIONS. The Securities of each series shall be

issuable only in registered form without coupons and only in such denominations

as shall be specified as contemplated by Section 301. In the absence of any such

specified denomination with respect to the Securities of any series, the

Securities of such series shall be issuable in denominations of $1,000 and any

integral multiple thereof.

SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING. The

Securities shall be executed on behalf of the Company by its Chairman of the

Board, its President, one of its Vice Presidents or an Assistant Treasurer,

under its corporate seal reproduced thereon attested by its Secretary or one of

its Assistant Secretaries. The signature of any of these officers on the

Securities may be manual or facsimile.

Securities bearing the manual or facsimile signatures of individuals

who were at any time the proper officers of the Company shall bind the Company,

notwithstanding that such individuals or any of them have ceased to hold such

offices prior to the authentication and delivery of such Securities or did not

hold such offices at the date of such Securities.

At any time and from time to time after the execution and delivery of

this Indenture, the Company may deliver Securities 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 by or

pursuant to one or more Board Resolutions as permitted by Sections 201 and 301,

in authenticating such Securities, and accepting the additional responsibilities

under this Indenture in relation to such Securities, the Trustee shall be

entitled to receive, and (subject to Section 601) shall be fully protected in

relying upon, an Opinion of Counsel stating,

(1) if the form of such Securities has been established by or

pursuant to Board Resolution as permitted by Section 201, that such form has

been established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities have been established by or

pursuant to Board Resolution as permitted by Section 301, 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 and, if applicable, to provisions of law which

may require that a judgment for money damages rendered by a court in the United

States be expressed in United States dollars.

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

<PAGE>

the Trustee's own rights, duties or immunities under the Securities and this

Indenture or otherwise in a manner which is not reasonably acceptable to the

Trustee.

Notwithstanding the provisions of Section 301 and of the preceding

paragraph, if all Securities of a series are not to be originally issued at one

time, it shall not be necessary to deliver the Officers' Certificate otherwise

required pursuant to Section 301 or the Company Order and Opinion of Counsel

otherwise required pursuant to such preceding paragraph at or prior to the

authentication of each Security of such series if such documents are delivered

at or prior to the authentication upon original issuance of the first Security

of such series to be issued.

Each Security shall be dated the date of its authentication.

No Security shall be

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