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Form S-3

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ARCH COAL, INC.

Delaware		43-0921172
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Robert G. Jones

Copy to:

Ronald D. West

   Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

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CALCULATION OF REGISTRATION FEE

					Proposed Maximum		Proposed Maximum
Title of each Class of			Amount to be		Offering Price		Aggregate		Amount of
Securities to be Registered			Registered(1)(2)		Per Unit(2)(3)		Offering Price(1)(2)		Registration Fee
Debt Securities(4)
Warrants(5)
Purchase Contracts(6)
Purchase Units(7)
Preferred Stock(8)
Depositary Shares(9)
Common Stock(10)
	Total		$1,000,000,000		100%		$1,000,000,000		$126,700(11)

	(1)	In U.S. dollars or the equivalent thereof in any other currency unit or units, or composite currency or currencies.
	(2)	Pursuant to General Instruction II.D. to Form S-3, the amount to be registered, proposed maximum aggregate offering price per security and proposed maximum aggregate offering price have been omitted for each class of securities that is registered hereby.
	(3)	The proposed maximum aggregate offering price per security will be determined from time to time by Arch Coal, Inc. in connection with the issuance of the securities registered hereunder.
	(4)	An indeterminate amount and number of debt securities of Arch Coal, Inc. are covered by this Registration Statement. Debt securities may also be issued upon exercise of warrants to purchase debt securities that are registered hereby.
	(5)	An indeterminate number of warrants, representing rights to purchase common stock, preferred stock or debt securities of Arch Coal, Inc. that are registered hereby are covered by this Registration Statement.
	(6)	An indeterminate amount and number of purchase contracts of Arch Coal, Inc., representing obligations to purchase from Arch Coal, Inc., or to sell to Arch Coal, Inc., common stock, preferred stock, debt securities, depositary shares or warrants of Arch Coal, Inc., or debt securities of third parties (including U.S. Treasury securities), an index or indices thereof or any combination thereof, are covered by this Registration Statement.
	(7)	An indeterminate number and amount of purchase units of Arch Coal, Inc., consisting of purchase contracts together with common stock, preferred stock, debt securities, depositary shares or warrants of Arch Coal, Inc., or debt securities of third parties (including U.S. Treasury securities), securing the holders’ obligations to purchase the securities under the purchase contracts, or any of these securities in any combination, are covered by this Registration Statement.
	(8)	An indeterminate number of shares of preferred stock of Arch Coal, Inc. is covered by this Registration Statement. Preferred stock may also be issued upon exercise of warrants to purchase preferred stock that are registered hereby.
	(9)	An indeterminate number of depositary shares as may be issued if Arch Coal, Inc. elects to offer fractional interests in the preferred stock or debt securities of Arch Coal, Inc. that are registered hereby is covered by this Registration Statement.

(10)	An indeterminate number of shares of common stock, $0.01 par value, of Arch Coal, Inc. is covered by this Registration Statement. Common stock may also be issued upon exercise of warrants to purchase common stock that are registered hereby. Each share of common stock includes one preferred stock purchase right as described under “Description of Capital Securities.” No separate consideration will be received for the preferred share purchase rights.
(11)	$24,847 of which was previously paid on April 12, 2001 in connection with the unsold securities under the Registration Statement on Form S-3 (No. 333-58738) of Arch Coal, Inc. and is being offset against the total filing fee due for this Registration Statement pursuant to Rule 457(p) under the Securities Act of 1933, as amended.

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   The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a) may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 24, 2004

$1,000,000,000

Arch Coal, Inc.

Debt Securities

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     Arch Coal, Inc. from time to time may offer to sell, in one or more series, debt securities, warrants, purchase contracts, purchase units, preferred stock, depositary shares and common stock, or any combination of these securities. The total amount of securities offered by this prospectus will have an initial aggregate offering price of up to $1,000,000,000, or the equivalent amount in other currencies, currency units or composite currencies, although Arch Coal may increase this amount in the future.

     The common stock of Arch Coal is listed on the New York Stock Exchange and trades under the ticker symbol “ACI.” A series of preferred stock of Arch Coal also is listed on the New York Stock Exchange and trades under the ticker symbol “ACIPR.”

     This prospectus describes some of the general terms that may apply to these securities and the general manner in which they may be offered. The specific terms of any securities to be offered, and the specific manner in which they may be offered, will be described in one or more supplements to this prospectus. This prospectus may not be used to sell securities unless it is accompanied by a prospectus supplement that describes those securities.

      We urge you to carefully read “Risk Factors” beginning on page 2 and other information included or incorporated by reference in this prospectus and any prospectus supplement for a discussion of factors you should carefully consider before deciding to invest in any securities offered by this prospectus.

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     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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The date of this prospectus is                     , 2004.

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TABLE OF CONTENTS

Summary			1
Risk Factors			2
Forward-Looking Statements			9
Ratios of Earnings to Combined Fixed Charges and Preference Dividends			10
Use of Proceeds			11
Description of Debt Securities			11
Description of Warrants			17
Description of Purchase Contracts			19
Description of Purchase Units			19
Description of Depositary Shares			20
Description of Capital Securities			22
Plan of Distribution			27
Legal Matters			30
Experts — Independent Registered Public Accounting Firm			30
Experts — Independent Accountants			30
Experts — Coal Reserves			30
Exhibit 4.5
Exhibit 4.7
Exhibit 5.1
Exhibit 12.1
Exhibit 23.1
Exhibit 23.2
Exhibit 23.4

WHERE YOU CAN FIND MORE INFORMATION

Available Information

      We have filed a registration statement on Form S-3 (together with all amendments, exhibits, schedules and supplements thereto, the “registration statement”) under the Securities Act of 1933, as amended (the “Securities Act”). This prospectus, which forms part of that registration statement, does not contain all of the information set forth in that registration statement. Statements contained in this prospectus as to the contents of any contract, agreement or other document are not necessarily complete. For a more complete understanding and description of each contract, agreement or other document filed as an exhibit to the registration statement, we urge you to read the documents contained in those exhibits.

      We file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information can be read and copied at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including us. The SEC’s Internet address is http://www.sec.gov. In addition, our common stock and a series of our preferred stock are listed on the New York Stock Exchange, and our reports and other information can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005. Our Internet address is http://www.archcoal.com. The information on our Internet site is not a part of this prospectus.

Incorporation by Reference

      The SEC allows us to “incorporate by reference” information that we file with it. This means that we can disclose important information to you by referring you to other documents. Any information we incorporate in this manner is considered part of this prospectus except to the extent updated and superseded by information contained in this prospectus. Some information that we file with the SEC after the date of this prospectus and until we sell all of the securities covered by this prospectus will automatically update and supersede the information contained in this prospectus.

      We incorporate by reference the following documents that we have filed with the SEC and any filings that we will make with the SEC in the future under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until we sell all of the securities covered by this prospectus, including between the

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Our SEC Filings (File No. 1-13105)		Period for or Date of Filing
Annual Report on Form 10-K		Year Ended December 31, 2003
Quarterly Reports on Form 10-Q		Quarters Ended March 31, June 30 and September 30, 2004
Current Reports on Form 8-K		January 30, March 8, 11, and 31, April 22 and 23, July 13, 16, 23, and 27, August 13 (as amended by the Form 8-K/A filed on October 14, 2004), 17 and 24 (as amended by the Form 8-K/A filed on October 15, 2004) and October 20 (as amended by the Form 8-K/A filed on October 21, 2004), 28 and 29, 2004
Form 8-B		June 17, 1997
Form 8-A		March 9, 2000
Form 8-A		March 5, 2003

      Pursuant to General Instruction B of Form 8-K, any information submitted under Item 2.02, Results of Operations and Financial Condition, or Item 7.01, Regulation FD Disclosure, of Form 8-K is not deemed to be “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and we are not subject to the liabilities of Section 18 with respect to information submitted under Item 2.02 or Item 7.01 of Form 8-K. We are not incorporating by reference any information submitted under Item 2.02 or Item 7.01 of Form 8-K into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 or into this prospectus.

      We will provide without charge, upon written or oral request, a copy of any or all of the documents that are incorporated by reference into this prospectus and a copy of any or all other contracts or documents which are referred to in this prospectus. Requests should be directed to: Arch Coal, Inc., Attention: Investor Relations, One CityPlace Drive, Suite 300, St. Louis, Missouri 63141, telephone number: (314) 994-2700. You also may review a copy of the registration statement and its exhibits at the SEC’s Public Reference Room in Washington, D.C., as well as through the SEC’s Internet site.

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RISK FACTORS

      Investing in our securities involves risks. In addition to the other information contained in or incorporated by reference into this prospectus, you should carefully consider the following risk factors and the information under “Forward-Looking Statements” which appears elsewhere in this prospectus, together with any added, updated or changed information included in any prospectus supplement and in our reports to the SEC that are incorporated by reference into this prospectus, before deciding whether to invest in our securities.

We have a significant amount of debt relative to our total capitalization, which limits our flexibility and imposes restrictions on us, and a downturn in economic or industry conditions may materially affect our ability to meet our future financial commitments and liquidity needs.

      We have a significant amount of debt relative to our total capitalization. We also have significant lease and royalty obligations. Our ability to satisfy our debt, lease and royalty obligations, and our ability to refinance our indebtedness, will depend upon our future operating performance, which will be affected by prevailing economic conditions in the markets that we serve and financial, business and other factors, many of which are beyond our control. We may be unable to generate sufficient cash flow from operations and future borrowings or other financing may be unavailable in an amount sufficient to enable us to fund our future financial obligations or our other liquidity needs.

      The amount and terms of our debt could have material consequences to our business, including, but not limited to:

	•	making it more difficult for us to satisfy our debt covenants and debt service, lease payment and other obligations;
	•	increasing our vulnerability to general adverse economic and industry conditions;
	•	limiting our ability to obtain additional financing to fund future acquisitions, working capital, capital expenditures or other general operating requirements;
	•	reducing the availability of cash flow from operations to fund acquisitions, working capital, capital expenditures or other general operating purposes;
	•	limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and
	•	placing us at a competitive disadvantage when compared to competitors with less relative amounts of debt.

Despite these significant levels of indebtedness, we may incur additional indebtedness in the future, which would heighten the risks described above.

The demand for and pricing of our coal is greatly influenced by consumption patterns of the domestic electric generation industry, and any reduction in the demand for our coal by this industry may cause our profitability to decline.

      Demand for our coal and the prices that we may obtain for our coal are closely linked to coal consumption patterns of the domestic electric generation industry, which has accounted for approximately 92% of domestic coal consumption in recent years. These coal consumption patterns are influenced by factors beyond our control, including the demand for electricity, which is significantly dependent upon general economic conditions, summer and winter temperatures in the United States, government regulation, technological developments and the location, availability, quality and price of competing sources of coal, alternative fuels such as natural gas, oil and nuclear and alternative energy sources such as hydroelectric power. Demand for our low sulfur coal and the prices that we will be able to obtain for it will also be affected by the price and availability of high sulfur coal, which can be marketed in tandem with emissions allowances in order to meet Clean Air Act requirements. Any reduction in the demand for

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Extensive environmental laws and regulations affect the end-users of coal and could reduce the demand for coal as a fuel source and cause the volume of our sales to decline.

      The Clean Air Act and similar state and local laws extensively regulate the amount of sulfur dioxide, particulate matter, nitrogen oxides, and other compounds emitted into the air from electric power plants, which are the largest end-users of our coal. Such regulations, which can take a variety of forms, may reduce demand for coal as a fuel source because they may require significant emissions control expenditures for coal-fired power plants to attain applicable ambient air quality standards, which may lead these generators to switch to other fuels that generate less of these emissions and may also reduce future demand for the construction of coal-fired power plants.

      The U.S. Department of Justice, on behalf of the EPA, has filed lawsuits against several investor-owned electric utilities and brought an administrative action against one government-owned utility for alleged violations of the Clean Air Act. We supply coal to some of the currently-affected utilities, and it is possible that other of our customers will be sued. These lawsuits could require the utilities to pay penalties, install pollution control equipment or undertake other emission reduction measures, any of which could adversely impact their demand for our coal.

      A regional haze program initiated by the EPA to protect and to improve visibility at and around national parks, national wilderness areas and international parks restricts the construction of new coal-fired power plants whose operation may impair visibility at and around federally protected areas and may require some existing coal-fired power plants to install additional control measures designed to limit haze-causing emissions.

      The Clean Air Act also imposes standards on sources of hazardous air pollutants. For example, the EPA has announced that it would regulate hazardous air pollutants from coal-fired power plants. Under the Clean Air Act, coal-fired power plants will be required to control hazardous air pollution emissions by no later than 2009, which likely will require significant new investment in controls by power plant operators. These standards and future standards could have the effect of decreasing demand for coal.

      Other proposed initiatives, such as the Bush administration’s announced Clear Skies Initiative, may also have an effect upon coal operations. As proposed, this initiative is designed to further reduce emissions of sulfur dioxide, nitrogen oxides and mercury from power plants. Other so-called multi-pollutant bills, which could regulate additional air pollutants, have been proposed by various members of Congress. If such initiatives are enacted into law, power plant operators could choose other fuel sources to meet their requirements, reducing the demand for coal.

Because our industry is highly regulated, our ability to conduct mining operations is restricted and our profitability may decline.

      The coal mining industry is subject to regulation by federal, state and local authorities on matters such as:

	•	the discharge of materials into the environment;
	•	employee health and safety;
	•	mine permits and other licensing requirements;
	•	reclamation and restoration of mining properties after mining is completed;
	•	management of materials generated by mining operations;
	•	surface subsidence from underground mining;
	•	water pollution;

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	•	legislatively mandated benefits for current and retired coal miners;
	•	air quality standards;
	•	protection of wetlands;
	•	endangered plant and wildlife protection;
	•	limitations on land use;
	•	storage of petroleum products and substances that are regarded as hazardous under applicable laws; and
	•	management of electrical equipment containing polychlorinated biphenyls, or PCBs.

      Extensive regulation of these matters has had and will continue to have a significant effect on our costs of production and competitive position. Further regulations, legislation or orders may also cause our sales or profitability to decline by hindering our ability to continue our mining operations, by increasing our costs or by causing coal to become a less attractive fuel source.

      Mining companies must obtain numerous permits that strictly regulate environmental and health and safety matters in connection with coal mining, some of which have significant bonding requirements. Regulatory authorities exercise considerable discretion in the timing of permit issuance. Also, private individuals and the public at large possess rights to comment on and otherwise engage in the permitting process, including through intervention in the courts. Accordingly, the permits we need for our mining operations may not be issued, or, if issued, may not be issued in a timely fashion, or may involve requirements that may be changed or interpreted in a manner which restricts our ability to conduct our mining operations or to do so profitably. Under the federal Clean Water Act, state regulatory authorities must conduct an antidegradation review before approving permits for the discharge of pollutants into waters that have been designated by the state as high quality. This review involves public and intergovernmental scrutiny of permits and requires permittees to demonstrate that the proposed activities are justified in order to accommodate significant economic or social development in the area where the waters are located. If the plaintiffs are successful, the exemption from the antidegradation review policy is revoked and we discharge into waters designated as high quality by the state, the cost, time and difficulty associated with obtaining and complying with Clean Water Act permits for our affected surface mining operations would increase and may hinder our ability to conduct such operations profitably.

We may not be able to obtain or renew surety bonds on acceptable terms.

      Federal and state laws require us to obtain surety bonds to guaranty performance or payment of certain long-term obligations, including mine closure or reclamation costs, federal and state workers’ compensation costs, coal leases and other miscellaneous obligations. Many of these bonds are renewable on a yearly basis. It has become increasingly difficult for us to secure new surety bonds or retain existing bonds without the posting of collateral. In addition, our surety bond costs have increased by approximately 900% over the past three years, and the market terms of such bonds have generally become more unfavorable. For example, it has become increasingly difficult to obtain adequate coverage limits, and surety bonds increasingly contain additional cancellation provisions in favor of the surety.

Our profitability may fluctuate due to unanticipated mine operating conditions and other factors that are not within our control.

      Our mining operations are inherently subject to changing conditions that can affect levels of production and production costs at particular mines for varying lengths of time and can result in decreases in our profitability. We are exposed to commodity price risk related to our purchase of diesel fuel, explosives and steel. In addition, weather conditions, equipment replacement or repair, fires, variations in thickness of the layer, or seam, of coal, amounts of overburden, rock and other natural materials and other geological conditions have had, and can be expected in the future to have, a significant impact on our operating results. Prolonged disruption of production at any of our principal mines, particularly our Black

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	•	continued high pricing environment for our raw materials, including, among other things, diesel fuel, explosives and steel;
	•	expiration or termination of, or sales price redeterminations or suspension of deliveries under, coal supply agreements;
	•	disruption or increases in the cost of transportation services;
	•	changes in laws or regulations, including permitting requirements;
	•	litigation;
	•	work stoppages or other labor difficulties;
	•	mine worker vacation schedules and related maintenance activities; and
	•	changes in coal market and general economic conditions.

      Decreases in our profitability as a result of the factors described above could adversely impact our quarterly or annual results materially.

Mining in Central Appalachia is complex and involves extensive regulatory constraints.

      The geological characteristics of Central Appalachia coal reserves, such as depth of overburden and coal seam thickness, make them complex and costly to mine. As mines become depleted, replacement reserves may not be available when required or, if available, may not be capable of being mined at costs comparable to those characteristic of the depleting mines. In addition, as compared to mines in the Powder River Basin, permitting and licensing and other environmental and regulatory requirements are more costly and time-consuming to satisfy. These factors could materially adversely affect the mining operations and cost structures of, and customers’ ability to use coal produced by, operators in Central Appalachia, including us.

Intense competition and excess industry capacity in the coal producing regions in which we operate has adversely affected our revenues and profitability and may continue to do so in the future.

      The coal industry is intensely competitive, primarily as a result of the existence of numerous producers in the coal producing regions in which we operate. We compete with four major coal producers in the Powder River Basin and effectively compete with a large number of coal producers in the markets that we serve. Additionally, we are subject to the continuing risk of reduced profitability as a result of excess industry capacity and weak power demand by the industrial sector of the economy, which led us to reduce the rate of coal production from planned levels and adversely impacted our profitability.

Deregulation of the electric utility industry may cause our customers to be more price-sensitive in purchasing coal, which could cause our profitability to decline.

      Electric utility deregulation is expected to provide incentives to generators of electricity to minimize their fuel costs and is believed to have caused electric generators to be more aggressive in negotiating prices with coal suppliers. To the extent utility deregulation causes our customers to be more cost-sensitive, deregulation may have a negative effect on our profitability.

Our profitability may be adversely affected by the status of our long-term coal supply contracts.

      We sell a substantial portion of our coal under long-term coal supply agreements, which are contracts with a term greater than 12 months. The prices for coal shipped under these contracts may be below the current market price for similar-type coal at any given time. As a consequence of the substantial volume of

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The loss of, or significant reduction in, purchases by our largest customers could adversely affect our revenues.

      For the year ended December 31, 2003, we derived 39% of our total coal revenues from sales to our three largest customers, AEP, Progress Fuels and Southern Company, and 67% of our total coal revenues from sales to our ten largest customers. At December 31, 2003, we had 70 coal supply agreements with those ten customers that expire at various times from 2004 to 2013. We intend to discuss the extension of existing agreements or entering into new long-term agreements with those and other customers, but the negotiations may not be successful, and those customers may not continue to purchase coal from us under long-term coal supply agreements, or at all. If any of those customers were to significantly reduce their purchases of coal from us, or if we were unable to sell coal to them on terms as favorable to us as the terms under our current agreements, our revenues and profitability could suffer materially.

Because our profitability is substantially dependent on the availability of an adequate supply of coal reserves that can be mined at competitive costs, the unavailability of these types of reserves would cause our profitability to decline.

      Our profitability depends substantially on our ability to mine coal reserves that have the geological characteristics that enable them to be mined at competitive costs. Replacement reserves may not be available when required or, if available, may not be capable of being mined at costs comparable to those characteristic of the depleting mines. We may not be able to accurately assess the geological characteristics of any reserves that we acquire, which may adversely affect our profitability and financial condition. Exhaustion of reserves at particular mines also may have an adverse effect on our operating results that is disproportionate to the percentage of overall production represented by such mines.

Disruption in, or increased costs of, transportation services could adversely affect our profitability.

      The coal industry depends on rail and trucking transportation to deliver shipments of coal to customers, and transportation costs are a significant component of the total cost of supplying coal. Disruptions of these transportation services could temporarily impair our ability to supply coal to our customers and thus adversely affect our business and the results of our operations. In addition, increases in transportation costs associated with our coal, or increases in our transportation costs relative to transportation costs for coal produced by our competitors or of other fuels, could adversely affect our business and profitability.

We face numerous uncertainties in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower than expected revenues, higher than expected costs or decreased profitability.

      We base our reserve information on geological data assembled and analyzed by our staff, which includes various engineers and geologists, and periodically reviewed by outside firms. The reserve estimates are annually updated to reflect production of coal from the reserves and new drilling or other data received. There are numerous uncertainties inherent in estimating quantities of recoverable reserves, including many factors beyond our control.

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      Estimates of economically recoverable coal reserves and net cash flows necessarily depend upon a number of variable factors and assumptions, such as geological and mining conditions which may not be fully identified by available exploration data or which may differ from experience in current operations, historical production from the area compared with production from other producing areas, the assumed effects of regulation by governmental agencies and assumptions concerning coal prices, operating costs, severance and excise tax, development costs and reclamation costs, all of which may vary considerably from actual results.

      For these reasons, estimates of the economically recoverable quantities attributable to any particular group of properties, classifications of reserves based on risk of recovery and estimates of net cash flows expected from particular reserves prepared by different engineers or by the same engineers at different times may vary substantially. Actual coal tonnage recovered from identified reserve areas or properties and revenues and expenditures with respect to our reserves may vary materially from estimates. These estimates thus may not accurately reflect our actual reserves.

Defects in title or loss of any leasehold interests in our properties could limit our ability to mine these properties or result in significant unanticipated costs.

      We conduct a significant part of our mining operations on properties that we lease. The loss of any lease could adversely affect our ability to mine the associated reserves. Because title to most of our leased properties and mineral rights is not usually verified until we make a commitment to develop a property, which may not occur until after we have obtained necessary permits and completed exploration of the property, our right to mine some of our reserves has in the past, and may again in the future, be adversely affected if defects in title or boundaries exist. In order to obtain leases or mining contracts to conduct our mining operations on property where these defects exist, we have had to, and may in the future have to, incur unanticipated costs. In addition, we may not be able to successfully negotiate new leases or mining contracts for properties containing additional reserves, or maintain our leasehold interests in properties where we have not commenced mining operations during the term of the lease.

Acquisitions that we may undertake would involve a number of inherent risks, any of which could cause us not to realize the benefits anticipated to result.

      We continually seek to expand our operations and coal reserves through acquisitions of businesses and assets, including leases of coal reserves. Acquisition transactions involve various inherent risks, such as:

	•	uncertainties in assessing the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition or other transaction candidates;
	•	the potential loss of key personnel of an acquired business;
	•	the ability to achieve identified operating and financial synergies anticipated to result from an acquisition or other transaction;
	•	problems that could arise from the integration of the acquired business;
	•	unanticipated changes in business, industry or general economic conditions that affect the assumptions underlying the acquisition or other transaction rationale; and
	•	unexpected development costs, such as those related to the development of the Little Thunder reserves, that adversely affect our profitability.

      Any one or more of these factors could cause us not to realize the benefits anticipated to result from the acquisition of businesses or assets.

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Although we expect that our acquisition of the North Rochelle mine will result in benefits, we may not realize those benefits because of potential challenges to integration.

      Our failure to meet the challenges involved in integrating our Black Thunder mine with the North Rochelle mine successfully or otherwise to realize any of the anticipated benefits of the acquisition could materially impact our results of operations. Realizing the anticipated benefits of the acquisition will depend in part on the successful integration of operations and personnel. We may not successfully integrate Black Thunder’s operations with North Rochelle’s operations in a timely manner, or at all. The costs of achieving any synergies may be higher than anticipated, and we may not realize the anticipated benefits or synergies of the acquisition to the extent, or in the timeframe, anticipated. These anticipated benefits and synergies are based on projections and assumptions, all of which are subject to change.

Changes in our credit ratings could adversely affect our costs and expenses.

      Any downgrade in our credit ratings could adversely affect our ability to borrow and result in more restrictive borrowing terms, including increased borrowing costs, more restrictive covenants and the extension of less open credit. This in turn could affect our internal cost of capital estimates and therefore operational decisions.

Our expenditures for postretirement medical and pension benefits increased by approximately $32.6 million in 2003 and could further increase in the future.

      We estimate our future postretirement medical and pension benefit obligations based on various assumptions, including:

	•	actuarial estimates;
	•	assumed discount rates;
	•	estimates of mine lives;
	•	expected returns on pension plan assets; and
	•	changes in health care costs.

      Based on changes in our assumptions, our annual postretirement health and pension benefit costs increased by approximately $32.6 million in 2003. If our assumptions relating to these benefits change in the future, our costs could further increase, which would reduce our profitability. In addition, future regulatory and accounting changes relating to these benefits could result in increased obligations or additional costs, which could also have a material adverse effect on our financial results.

We may be unable to comply with restrictions imposed by our credit facilities and other debt agreements which could result in a default under these agreements.

      The agreements governing our outstanding debt impose a number of restrictions on us. For example, the terms of our credit facilities and leases contain financial and other covenants that create limitations on our ability to, among other things, borrow the full amount under our credit facilities, effect acquisitions or dispositions and incur additional debt, and require us to, among other things, maintain various financial ratios and comply with various other financial covenants. Our ability to comply with these restrictions may be affected by events beyond our control and, as a result, we may be unable to comply with these restrictions. A failure to comply with these restrictions could adversely affect our ability to borrow under our credit facilities or result in an event of default under these agreements. In the event of a default, our lenders could terminate their commitments to us and declare all amounts borrowed, together with accrued interest and fees, immediately due and payable. If this were to occur, we might not be able to pay these amounts, or we might be forced to seek an amendment to our debt agreements which could make the terms of these agreements more onerous for us.

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FORWARD-LOOKING STATEMENTS

      We urge you to carefully review the information contained in or incorporated by reference into this prospectus. In this prospectus, statements that are not reported financial results or other historical information are “forward-looking statements.” Forward-looking statements give current expectations or forecasts of future events and are not guarantees of future performance. They are based on our management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements.

      You can identify these forward-looking statements by the fact that they do not relate strictly to historic or current facts. They use words such as “anticipate,” “estimate,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of future operating or financial performance. In particular, these include statements relating to:

	•	our expectation of continued growth in the demand for our coal by the domestic electric generation industry;
	•	our belief that legislation and regulations relating to the Clean Air Act and other proposed environmental initiatives and the relatively higher costs of competing fuels will increase demand for our compliance and low sulfur coal;
	•	our expectations regarding incentives to generators of electricity to minimize their fuel costs as a result of electric utility deregulation;
	•	our intention to discuss the extension of existing coal supply agreements or entering into new long-term coal supply agreements;
	•	our expectation that we will continue to have adequate liquidity from cash flow from operations;
	•	a variety of market, operational, geologic, permitting, labor and weather related factors;
	•	our expectations regarding any synergies to be derived from the Triton acquisition; and
	•	the other risks and uncertainties which are described in this offering memorandum under “Risk Factors,” including, but not limited to, the following:

	•	Due to the significant amount of our debt, a downturn in economic or industry conditions could materially affect our ability to meet our future financial and liquidity obligations.
	•	A reduction in consumption by the domestic electric generation industry may cause our profitability to decline.
	•	Extensive environmental laws and regulations could cause the volume of our sales to decline.
	•	The coal industry is highly regulated, which restricts our ability to conduct mining operations and may cause our profitability to decline.
	•	We may not be able to obtain or renew our surety bonds on acceptable terms.
	•	Unanticipated mining conditions may cause profitability to fluctuate.
	•	Intense competition and excess industry capacity in the coal producing regions has adversely affected our revenues and may continue to do so in the future.
	•	Deregulation of the electric utility industry may cause customers to be more price-sensitive, resulting in a potential decline in our profitability.
	•	Our profitability may be adversely affected by the status of our long-term coal supply contracts.
	•	Decreases in purchases of coal by our largest customers could adversely affect our revenues.
	•	An unavailability of coal reserves would cause our profitability to decline.

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	•	Disruption in, or increased costs of, transportation services could adversely affect our profitability.
	•	Numerous uncertainties exist in estimating our economically recoverable coal reserves, and inaccuracies in our estimates could result in lower revenues, higher costs or decreased profitability.
	•	Title defects or loss of leasehold interests in our properties could result in unanticipated costs or an inability to mine these properties.
	•	All acquisitions involve a number of inherent risks, any of which could cause us not to realize the benefits anticipated to result.
	•	Changes in our credit ratings could adversely affect our costs and expenses.
	•	Some of our agreements limit our ability to manage our operations exclusively and impose significant potential indemnification obligations on us. Our expenditures for postretirement medical and pension benefits have increased in 2003 and could further increase in the future.
	•	Any inability to comply with restrictions imposed by our credit facilities and other debt arrangements could result in a default under these agreements.
	•	Our estimated financial results may prove to be inaccurate.

      We cannot guarantee that any forward-looking statements will be realized, although we believe that we have been prudent in our plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions that may prove to be inaccurate. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove to be inaccurate, actual results could vary materially from those anticipated, estimated or projected. You should bear this in mind as you consider any forward-looking statements.

      We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. You are advised, however, to consider any additional disclosures that we may make on related subjects in future filings with the SEC. You should understand that it is not possible to predict or identify all factors that could cause our actual results to differ. Consequently, you should not consider any such list to be a complete set of all potential risks or uncertainties.

RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERENCE DIVIDENDS

      Our consolidated ratios of earnings to combined fixed charges and preference dividends for the nine months ended September 30, 2004, and for the fiscal years ended December 31, 1999, 2000, 2001, 2002 and 2003, are as follows:

						Years Ended December 31,
		Nine Months Ended
		September 30, 2004				1999				2000				2001				2002				2003
Ratio of earnings to combined fixed charges and preference dividends(1)			3.09	x			—				—				1.04	x			—				—

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(1)

Ratio of earnings to combined fixed charges and preference dividends is computed on a total enterprise basis including our consolidated subsidiaries, plus our share of significant affiliates accounted for on the equity method that are 50% or greater owned or whose indebtedness has been directly or indirectly guaranteed by us. Earnings consist of income (loss) from continuing operations before income taxes and are adjusted to include fixed charges (excluding capitalized interest). Fixed charges consist of interest incurred on indebtedness, the portion of operating lease rentals deemed representative of the interest factor and the amortization of debt expense. Preference dividends are the amount of pre-tax earnings required to pay dividends on our outstanding preferred stock and Arch Western’s preferred membership interest. In 1999, 2000, 2002 and 2003, combined fixed charges and

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	preference dividends exceeded earnings by $415.8 million, $16.7 million, $21.5 million and $2.8 million, respectively.

USE OF PROCEEDS

      We intend to use the net proceeds from the sale of the securities for general corporate purposes unless otherwise indicated in the applicable prospectus supplement relating to a specific issuance of securities. Our general corporate purposes include, but are not limited to, working capital, capital expenditures, investments in or loans to our subsidiaries, repayment, redemption or refinancing of debt, redemption or repurchase of our outstanding securities, investments in or loans to subsidiaries or joint ventures, funding of possible acquisitions and satisfaction of other obligations. Pending any such use, the net proceeds from the sale of the securities may be invested in short-term, investment grade, interest-bearing instruments. We will include a more detailed description of the use of proceeds of any specific offering in the applicable prospectus supplement relating to the offering.

DESCRIPTION OF DEBT SECURITIES

      The following is a general description of the debt securities (the “Debt Securities”) that we may offer from time to time. The particular terms of the Debt Securities offered by any prospectus supplement and the extent, if any, to which the general provisions described below may apply will be described in the applicable prospectus supplement. Although our securities include securities denominated in U.S. dollars, we may choose to issue securities in any other currency, including the euro.

      The Debt Securities will be either senior Debt Securities or subordinated Debt Securities. We will issue the senior Debt Securities under the senior indenture between us and a trustee. We will issue the subordinated Debt Securities under a subordinated indenture between us and the same or another trustee. The senior indenture and the subordinated indenture are collectively referred to in this prospectus as the indentures, and each of the trustee under the senior indenture and the trustee under the subordinated indenture are referred to in this prospectus as trustee.

      The following description is only a summary of the material provisions of the indentures. We urge you to read the appropriate indenture because it, and not this description, defines your rights as holders of the Debt Securities. See the information under the heading “Where You Can Find More Information” to contact us for a copy of the appropriate indenture.

General

      The senior Debt Securities are unsubordinated obligations, will rank equally with all other unsubordinated debt obligations of ours and, unless otherwise indicated in the related prospectus supplement, will be unsecured. The subordinated Debt Securities will be subordinate in right of payment to senior Debt Securities. A description of the subordinated Debt Securities is provided below under “— Subordinated Debt Securities.” The specific terms of any subordinated Debt Securities will be provided in the related prospectus supplement. For a complete understanding of the provisions pertaining to the subordinated Debt Securities, you should refer to the subordinated indenture attached as an exhibit to the Registration Statement of which this prospectus is a part.

Terms

      The indentures do not limit the principal amount of debt we may issue.

      We may issue notes or bonds in traditional paper form, or we may issue a global security. The Debt Securities of any series may be issued in definitive form or, if provided in the related prospectus supplement, may be represented in whole or in part by a global security or securities, registered in the name of a depositary designated by us. Each Debt Security represented by a global security is referred to as a “Book-Entry Security.”

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      Debt Securities may be issued from time to time pursuant to this prospectus and will be offered on terms determined by market conditions at the time of sale. Debt Securities may be issued in one or more series with the same or various maturities and may be sold at par, a premium or an original issue discount. Debt Securities sold at an original issue discount may bear no interest or interest at a rate that is below market rates. Unless otherwise provided in the prospectus supplement, Debt Securities denominated in U.S. dollars will be issued in denominations of $1,000 and integral multiples thereof.

      Please refer to the prospectus supplement for the specific terms of the Debt Securities offered including the following:

	•	Designation of an aggregate principal amount, purchase price and denomination;
	•	Date of maturity;
	•	If other than U.S. currency, the currency for which the Debt Securities may be purchased;
	•	The interest rate or rates and the method of calculating interest;
	•	The times at which any premium and interest will be payable;
	•	The place or places where principal, any premium and interest will be payable;
	•	Any redemption or sinking fund provisions or other repayment obligations;
	•	Any index used to determine the amount of payment of principal of and any premium and interest on the Debt Securities;
	•	The application, if any, of the defeasance provisions to the Debt Securities;
	•	If other than the entire principal amount, the portion of the Debt Securities that would be payable upon acceleration of the maturity thereof;
	•	Whether the Debt Securities will be issued in whole or in part in the form of one or more global securities, and in such case, the depositary for the global securities;
	•	Whether the Debt Securities may be converted into or exercised or exchanged for our common stock, preferred stock, warrants, purchase contracts or purchase units and the terms of such conversion, exercise or exchange, if any;
	•	Any covenants applicable to the Debt Securities being offered;
	•	Any events of default applicable to the Debt Securities being offered;
	•	Any changes to the events of default described in this prospectus;
	•	The terms of subordination, if applicable; and
	•	Any other specific terms including any terms that may be required by or advisable under applicable law.

      Except with respect to Book-Entry Securities, Debt Securities may be presented for exchange or registration of transfer, in the manner, at the places and subject to the restrictions set forth in the Debt Securities and the prospectus supplement. Such services will be provided without charge, other than any tax or other governmental charge payable in connection therewith, but subject to the limitations provided in the indentures.

Events of Default

      Except as otherwise set forth in the applicable prospectus supplement, an Event of Default shall occur with respect to any series of Debt Securities when:

	•	We default in paying principal of or premium, if any, on any of the Debt Securities of such series when due;

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	•	We default in paying interest on the Debt Securities of such series when due, continuing for 30 days;
	•	We default in making deposits into any sinking fund payment with respect to any Debt Security of such series when due;
	•	We or any subsidiary guarantor, if applicable, fail to perform any other covenant or warranty in the Debt Securities of such series or in the applicable indenture continues for a period of 90 days after notice of such failure as provided in that indenture;
	•	A guarantee is held in any judicial proceeding to be unenforceable or invalid;
	•	Certain events of bankruptcy, insolvency, or reorganization occur; or
	•	Any other Event of Default occurs with respect to Debt Securities of that series.

      We are required annually to deliver to the trustee officers’ certificates stating whether or not the signers have any knowledge of any default in the performance by us of certain covenants.

      If an Event of Default shall occur and be continuing with respect to any series (other than an Event of Default described in the sixth bullet point of the first paragraph above under “Events of Default”), the trustee or the holders of not less than 25% in principal amount of the Debt Securities of such series then outstanding (or, if any securities of that series are original issue discount securities, the portion of the principal amount of such securities as may be specified by the terms thereof) may declare the Debt Securities of such series to be due and payable. If an Event of Default described in the sixth bullet point of the first paragraph above under “Events of Default” occurs with respect to any series of Debt Securities, the principal amount of all Debt Securities of that series (or, if any securities of that series are original issue discount securities, the portion of the principal amount of such securities as may be specified by the terms thereof) will automatically become due and payable without any declaration by the trustee or the holders. The trustee is required to give holders of the Debt Securities of any series written notice of a default with respect to such series as and to the extent provided by the Trust Indenture Act. As used in this paragraph, a “default” means an event described in the first paragraph under “Events of Default” without including any applicable grace period.

      If at any time after the Debt Securities of such series have been declared due and payable, and before any judgment or decree for the moneys due has been obtained or entered, we will pay or deposit with the trustee amounts sufficient to pay all matured installments of interest upon the Debt Securities of such series and the principal of all Debt Securities of such series which shall have become due, otherwise than by acceleration, together with interest on such principal and, to the extent legally enforceable, on such overdue installments of interest and all other amounts due under the applicable indenture shall have been paid, and any and all defaults with respect to such series under that indenture shall have been remedied, then the holders of a majority in aggregate principal amount of the Debt Securities of such series then outstanding, by written notice to us and the trustee, may rescind and annul the declaration that the Debt Securities of such series are due and payable. In addition, the holders of a majority in aggregate principal amount of the Debt Securities of such series may waive any past default and its consequences with respect to such series, except a default in the payment of the principal of or any premium or interest on any Debt Securities of such series or a default in the performance of a covenant that cannot be modified under the indentures without the consent of the holder of each affected Debt Security.

      The trustee is under no obligation to exercise any of the rights or powers under the indentures at the request, order or direction of any of the holders of Debt Securities, unless such holders shall have offered to the trustee reasonable security or indemnity. Subject to such provisions for the indemnification of the trustee and certain limitations contained in the indentures, the holders of a majority in aggregate principal amount of the Debt Securities of each series at the time outstanding 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 Debt Securities of such series.

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      No holder of Debt Securities will have any right to institute any proceeding, judicial or otherwise, with respect to the indentures, for the appointment of a receiver or trustee or for any other remedy under the indentures unless:

	•	The holder has previously given written notice to the trustee of a continuing Event of Default with respect to the Debt Securities of that series; and
	•	The holders of at least 25% in principal amount of the outstanding Debt Securities of that series have made a written request to the trustee, and offered reasonable indemnity, to the trustee to institute proceedings as trustee, the trustee has failed to institute the proceedings within 60 days and the trustee has not received from the holders of a majority in principal amount of the Debt Securities of that series a direction inconsistent with that request.

      Notwithstanding the foregoing, the holder of any Debt Security will have an absolute and unconditional right to receive payment of the principal of and any premium and, subject to the provisions of the applicable indenture regarding the payment of default interest, interest on that Debt Security on the due dates expressed in that security and to institute suit for the enforcement of payment.

Modification of the Indentures

      Each indenture contains provisions permitting us and the trustee to modify that indenture or enter into or modify any supplemental indenture without the consent of the holders of the Debt Securities in regard to matters as shall not adversely affect the interests of the holders of the Debt Securities, including, without limitation, the following:

	•	to evidence the succession of another corporation to us;
	•	to add to the covenants of ours further covenants for the benefit or protection of the holders of any or all series of Debt Securities or to surrender any right or power conferred upon us by that indenture;
	•	to add any additional Events of Default with respect to all or any series of Debt Securities;
	•	to add to or change any of the provisions of that indenture to facilitate the issuance of Debt Securities in bearer form with or without coupons, or to permit or facilitate the issuance of Debt Securities in uncertificated form;
	•	to add to, change or eliminate any of the provisions of that indenture in respect of one or more series of Debt Securities thereunder, under certain conditions designed to protect the rights of any existing holder of those Debt Securities;
	•	to secure all or any series of Debt Securities;
	•	to establish the forms or terms of the Debt Securities of any series;
	•	to evidence the appointment of a successor trustee and to add to or change provisions of that indenture necessary to provide for or facilitate the administration of the trusts under that indenture by more than one trustee;
	•	to cure any ambiguity, to correct or supplement any provision of that indenture which may be defective or inconsistent with another provision of that indenture; and
	•	to make other amendments that do not adversely affect the interests of the holders of any series of Debt Securities.

      We and the trustee may otherwise modify each indenture or any supplemental indenture with the consent of the holders of not less than a majority in aggregate principal amount of each series of Debt Securities affected thereby at the time outstanding, except that no such modifications shall

	•	extend the fixed maturity of any Debt Securities or any installment of interest or premium on any Debt Securities, or reduce the principal amount thereof or reduce the rate of interest or premium

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		payable upon redemption, or reduce the amount of principal of an original issue discount Debt Security or any other Debt Security that would be due and payable upon a declaration of acceleration of the maturity thereof, or change the currency in which the Debt Securities are payable or impair the right to institute suit for the enforcement of any payment after the stated maturity thereof or the redemption date, if applicable, or adversely affect any right of the holder of any Debt Security to require us to repurchase that security, without the consent of the holder of each Debt Security so affected;
	•	reduce the percentage of Debt Securities of any series, the consent of the holders of which is required for any waiver or supplemental indenture, without the consent of the holders of all Debt Securities affected thereby then outstanding; or
	•	modify the provisions of that indenture relating to the waiver of past defaults or the waiver or certain covenants or the provisions described under “Modification of the indentures,” except to increase any percentage set forth in those provisions or to provide that other provisions of that indenture may not be modified without the consent of the holder of each Debt Security affected thereby, without the consent of the holder of each Debt Security affected thereby.

Satisfaction and Discharge, Defeasance and Covenant Defeasance

      Each indenture shall be satisfied and discharged if (i) we shall deliver to the trustee all Debt Securities then outstanding for cancellation or (ii) all Debt Securities not delivered to the trustee for cancellation shall have become due and payable, are to become due and payable within one year or are to be called for redemption within one year and we shall deposit an amount sufficient to pay the principal, premium, if any, and interest to the date of maturity, redemption or deposit (in the case of Debt Securities that have become due and payable), provided that in either case we shall have paid all other sums payable under that indenture.

      Each indenture provides, if such provision is made applicable to the Debt Securities of a series,

	•	that we may elect either (A) to defease and be discharged from any and all obligations with respect to any Debt Security of such series (“defeasance”) or (B) to be released from our obligations with respect to such Debt Security under certain of the covenants and Events of Default under that indenture together with additional covenants that may be included for a particular series; and
	•	that certain Events of Default shall not be Events of Default under that indenture with respect to such series (“covenant defeasance”), upon the deposit with the trustee (or other qualifying trustee), in trust for such purpose, of money certain U.S. government obligations and/or, in the case of Debt Securities denominated in U.S. dollars, certain state and local government obligations which through the payment of principal and interest in accordance with their terms will provide money, in an amount sufficient to pay the principal of (and premium, if any) and interest on such Debt Security, on the scheduled due dates.

      In the case of defeasance or covenant defeasance, the holders of such Debt Securities are entitled to receive payments in respect of such Debt Securities solely from such trust. Such a trust may only be established if, among other things, we have delivered to the trustee an Opinion of Counsel (as specified in the indentures) to the effect that the holders of the Debt Securities affected thereby will not recognize income, gain or loss for Federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred. Such Opinion of Counsel, in the case of defeasance under clause (A) above, must refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable Federal income tax law occurring after the date of the indentures.

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Record Dates

      The indentures provide that in certain circumstances we may establish a record date for determining the holders of outstanding Debt Securities of a series entitled to join in the giving of notice or the taking of other action under the applicable indenture by the holders of the Debt Securities of such series.

Subordinated Debt Securities

      Subordinated Debt Securities will be subordinate, in right of payment, to all Senior Debt. “Senior Debt” is defined to mean, with respect to us, the principal, premium, if any, and interest on the following:

	•	all indebtedness of ours, whether outstanding on the date of issuance or thereafter created, incurred or assumed, which is for money borrowed, or evidenced by a note or similar instrument given in connection with the acquisition of any business, properties or assets, including securities;
	•	any indebtedness of others of the kinds described in the preceding clause for the payment of which we are responsible or liable (directly or indirectly, contingently or otherwise) as guarantor or otherwise; and
	•	amendments, renewals, extensions and refundings of any indebtedness described above, unless in any instrument or instruments evidencing or securing such indebtedness or pursuant to which the same is outstanding, or in any such amendment, renewal, extension or refunding, it provides that such indebtedness is not senior or prior in right of payment to the Subordinated Debt Securities.

      Upon any distribution of our assets upon our dissolution, winding up, liquidation or reorganization, the payment of the principal of, premium, if any, and interest, if any, on the Subordinated Debt Securities will be subordinated, to the extent provided in the Subordinated Debt Indenture, in right of payment to the prior payment in full of all of our Senior Debt. Our obligation to make payment of the principal of, premium, if any, and interest, if any, on the Subordinated Debt Securities will not otherwise be affected. In addition, no payment on account of principal and premium, if any, sinking fund or interest, if any, may be made on the Subordinated Debt Securities at any time unless full payment of all amounts due in respect of the principal and premium, if any, sinking fund and interest, if any, on our Senior Debt has been made or duly provided for in money or money’s worth.

      Notwithstanding the foregoing, unless all of our Senior Debt has been paid in full, in the event that any payment or distribution made by us is received by the trustee or the holders of any of the Subordinated Debt Securities, such payment or distribution must be paid over to the holders of our Senior Debt or a person acting on their behalf, to be applied toward the payment of all our Senior Debt remaining unpaid until all the Senior Debt has been paid in full. Subject to the payment in full of all of our Senior Debt, the rights of the holders of our Subordinated Debt Securities will be subrogated to the rights of the holders of our Senior Debt.

      By reason of this subordination, in the event of a distribution of our assets upon our insolvency, certain of our general creditors may recover more, ratably, than holders of our Subordinated Debt Securities.

Governing Law

      The laws of the State of New York govern each indenture and will govern the Debt Securities.

Book-Entry Securities

      The following description of book-entry securities will apply to any series of Debt Securities issued in whole or in part in the form of one or more global securities except as otherwise described in the prospectus supplement.

      Book-entry securities of like tenor and having the same date will be represented by one or more global securities deposited with and registered in the name of a depositary that is a clearing agent registered

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      Ownership of beneficial interests by participants will only be evidenced by, and the transfer of that ownership interest will only be effected through, records maintained by the depositary. Ownership of beneficial interests by persons that hold through participants will only be evidenced by, and the transfer of that ownership interest within such participant will only be effected through, records maintained by the participants. The laws of some jurisdictions require that certain purchasers of securities take physical delivery of such securities in definitive form. Such laws may impair the ability to transfer beneficial interests in a global security.

      Payment of principal of and any premium and interest on book-entry securities represented by a global security registered in the name of or held by a depositary will be made to the depositary, as the registered owner of the global security. Neither we, the trustee nor any agent of ours or the trustee will have any responsibility or liability for any aspect of the depositary’s records or any participant’s records relating to or payments made on account of beneficial ownership interests in a global security or for maintaining, supervising or reviewing any of the depositary’s records or any participant’s records relating to the beneficial ownership interests. Payments by participants to owners of beneficial interests in a global security held through such participants will be governed by the depositary’s procedures, as is now the case with securities held for the accounts of customers registered in “street name,” and will be the sole responsibility of such participants.

      A global security representing a book-entry security is exchangeable for definitive Debt Securities in registered form, of like tenor and of an equal aggregate principal amount registered in the name of, or is transferable in whole or in part to, a person other than the depositary for that global security, only if (a) the depositary notifies us that it is unwilling or unable to continue as depositary for that global security or the depositary ceases to be a clearing agency registered under the Exchange Act, (b) there shall have occurred and be continuing an Event of Default with respect to the Debt Securities of that series or (c) other circumstances exist that have been specified in the terms of the Debt Securities of that series. Any global security that is exchangeable pursuant to the preceding sentence shall be registered in the name or names of such person or persons as the depositary shall instruct the trustee. It is expected that such instructions may be based upon directions received by the depositary from its participants with respect to ownership of beneficial interests in such global security.

      Except as provided above, owners of beneficial interests in a global security will not be entitled to receive physical delivery of Debt Securities in definitive form and will not be considered the holders thereof for any purpose under the indentures, and no global security shall be exchangeable, except for a security registered in the name of the depositary. This means each person owning a beneficial interest in such global security must rely on the procedures of the depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the indentures. We understand that under existing industry practices, if we request any action of holders or an owner of a beneficial interest in such global security desires to give or take any action that a holder is entitled to give or take under the indentures, the depositary would authorize the participants holding the relevant beneficial interests to give or take such action, and such participants would authorize beneficial owners owning through such participant to give or take such action or would otherwise act upon the instructions of beneficial owners owning through them.

DESCRIPTION OF WARRANTS

      We may issue warrants for the purchase of our common stock, preferred stock or debt securities. We may issue warrants independently or as part of purchase units, and warrants issued as part of purchase units may be attached to or separate from any other securities part of those purchase units. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation or relationship of agency or trust for or with any registered

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      The particular terms of any issue of warrants will be described in the applicable prospectus supplement relating to the issue. Those terms may include:

	•	the securities for which you may exercise the warrants;
	•	the designation, aggregate principal amount, currencies, denominations and terms of the series of debt securities purchasable upon exercise of warrants to purchase debt securities and the price at which the debt securities may be purchased upon exercise, if applicable;
	•	the designation, number of shares, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series of preferred stock purchasable upon exercise of warrants to purchase shares of preferred stock and the price at which that number of shares of preferred stock of such series may be purchased upon exercise, if applicable;
	•	the number of shares of common stock purchasable upon the exercise of warrants to purchase shares of common stock and the price at which that number of shares of common stock may be purchased upon exercise, if applicable;
	•	the date on which the right to exercise the warrants will commence and the date on which the right will expire;
	•	the material U.S. federal income tax consequences applicable to the warrants; and
	•	any other terms of the warrants.

      The exercise price and the expiration date for warrants, as well as the kind, frequency and timing of any notice to be given, will be subject to adjustment as described in the applicable prospectus supplement. Holders of warrants may exchange warrant certificates for new warrant certificates of different denominations and may exercise warrants at the corporate trust office of the warrant agent or any other office that we indicate in the applicable prospectus supplement. Prior to the exercise of warrants, holders of warrants will not have any of the rights of holders of the common stock, preferred stock or debt securities purchasable upon that exercise, as the case may be, and will not be entitled to payments of principal, premium or interest, as applicable, on any debt securities purchasable upon the exercise or dividend payments, if any, or voting rights of any preferred stock or common stock purchasable upon the exercise.

      Each warrant will entitle its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock, as the case may be, at the exercise price set forth in, or calculable as set forth in, the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void. We will specify the place or places where, and the manner in which, warrants may be exercised in the applicable prospectus supplement.

      We will forward the securities purchasable upon the exercise of warrants as soon as practicable after receipt of payment and the properly completed and executed warrant certificate at the corporate trust office of the warrant agent or other office stated in the applicable prospectus supplement. If a holder of warrants exercises less than all of the warrants represented by the warrant certificate, we will issue a new warrant certificate for the remaining warrants.

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DESCRIPTION OF PURCHASE CONTRACTS

      We may issue purchase contracts for the purchase from us, or sale to us, of our common stock, preferred stock, debt securities, depositary shares or warrants, or debt securities of third parties (including U.S. Treasury securities), an index or indices of those securities or any combination of those securities. Purchase contracts may be issued separately or in purchase units, as specified in the applicable prospectus supplement. Purchase contracts issued as part of purchase units may be attached to or separate from any other securities part of the purchase units.

      We may issue purchase contracts obligating holders to purchase from us, and obligating us to sell to holders, a specified or varying number of securities at a purchase price, which may be based on a formula, at a future date. Alternatively, we may issue purchase contracts obligating us to purchase from holders, and obligating holders to sell to us, a specified or varying number of securities at a purchase price, which may be based on a formula, at a future date. We may satisfy our obligations, if any, with respect to any purchase contract by delivering the subject securities or by delivering the cash value of the purchase contract or the cash value of the property otherwise deliverable, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will specify the methods by which the holders may purchase or sell the subject securities, as the case may be, and any acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract.

      The purchase contracts may require us to make periodic payments to the holders of those purchase contracts or vice versa, and the periodic payments may be unsecured or prefunded and may be paid on a current or deferred basis. The purchase contracts may require holders of those purchase contracts to secure their obligations under the contracts in a specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations under the purchase contracts when the purchase contracts are issued, as described in the applicable prospectus supplement.

      This summary of some provisions of the purchase contracts is not complete. You should refer to the purchase contract agreement, including the applicable form of purchase contract security certificate, relating to the specific purchase contracts being offered for the complete terms of the purchase contract agreement and the purchase contracts. That purchase contract agreement, together with the applicable form of purchase contract security certificate, will be filed with the SEC in connection with the offering of the specific purchase contracts and will be available by the means described under “Where You Can Find More Information.”

DESCRIPTION OF PURCHASE UNITS

      We may issue purchase units consisting of one or more of our common stock, preferred stock, debt securities, depositary shares, warrants or purchase contracts or debt securities of third parties (including U.S. Treasury Securities), in any combination, which may be purchased with the proceeds of the sales of purchase units. The securities comprising the purchase units may or may not be separate from one another, as described in the applicable prospectus supplement.

      The applicable prospectus supplement will describe:

	•	the designation and the terms of the purchase units and of the securities constituting the purchase units, including whether and under what circumstances the securities comprising the purchase units may be traded separately;
	•	any additional terms of the governing unit agreement; and
	•	any additional provisions for the issuance, payment, settlement, transfer or exchange of the purchase units or of the securities constituting the purchase units.

      The terms and conditions described in this prospectus under “Description of Debt Securities,” “Description of Warrants,” “Description of Purchase Contracts,” “Description of Depositary Shares” and

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      We will issue the purchase units under one or more unit agreements to be entered into between us and a bank or trust company, as unit agent. We may issue purchase units in one or more series, which will be described in the applicable prospectus supplement. This summary of some provisions of the purchase units is not complete. You should refer to the unit agreement, including the applicable form of unit certificate, relating to the specific purchase units being offered for the complete terms of the unit agreement and the purchase units and the identity of the unit agent with respect to those purchase units. That unit agreement, together with the applicable form of unit certificate, will be filed with the SEC in connection with the offering of the specific purchase units and will be available by the means described under “Where You Can Find More Information.”

DESCRIPTION OF DEPOSITARY SHARES

General

      At our option, we may elect to offer fractional interests in our debt securities or fractional shares of our preferred stock, rather than full interests in our debt securities or full shares of our preferred stock, as the case may be. If we exercise this option, we will issue to the public receipts for depositary shares, and each of these depositary shares will represent a fraction of a debt security of ours or of a share of a particular series of our preferred stock, as the case may be, and that fraction or the formula by which that fraction may be determined will be set forth in the applicable prospectus supplement. Depositary shares may be issued separately or as a part of purchase units. Depositary shares issued as part of purchase units may be attached to or separate from any other securities part of those purchase units.

      The debt securities or shares of any series of preferred stock underlying the depositary shares, as the case may be, will be deposited under a deposit agreement between us and a bank or trust company, as depositary. The depositary will have its principal office in the United States, unless specified otherwise in the applicable prospectus supplement. Subject to the terms of the applicable deposit agreement, each owner of a depositary share will be entitled, in proportion to the applicable fraction of the debt security or share of preferred stock, as the case may be, underlying that depositary share, to all the rights and preferences of the debt security or preferred stock, as the case may be, underlying that depositary share. Those rights include any applicable dividend, voting, redemption and liquidation rights.

      The depositary shares will be evidenced by depositary receipts issued pursuant to the deposit agreement. Depositary receipts will be distributed to those persons purchasing the depositary shares in accordance with the terms of the offering. This summary of some provisions of the depositary receipts is not complete. You should refer to the applicable deposit agreement, including the applicable form of depositary receipts, relating to the specific depositary receipts being offered for the complete terms of the deposit agreement and the depositary receipts and the identity of the depositary. That deposit agreement, together with the applicable form of depositary receipt, will be filed with the SEC in connection with the offering of the depositary receipts and will be available by the means described under “Where You Can Find More Information.”

      Pending the preparation of definitive engraved depositary receipts and upon our written order, the depositary may issue temporary depositary receipts substantially identical to the definitive depositary receipts but not in definitive form. These temporary depositary receipts will entitle their holders to all the rights of definitive depositary receipts which are to be prepared without unreasonable delay. Temporary depositary receipts then will be exchangeable for definitive depositary receipts at our expense.

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Dividends and Other Distributions

      The depositary will distribute any payments of interest, cash dividends or other cash distributions received with respect to the debt securities or preferred stock, as the case may be, to the record holders of depositary shares in proportion to the number of depositary shares owned by those holders.

      If there is a distribution other than in cash, the depositary will distribute property received by it to the record holders of depositary shares that are entitled to receive the distribution, unless the depositary determines that it is not feasible to make the distribution. If this occurs, with our approval, the depositary may sell the property and distribute the net proceeds from the sale to the applicable holders in proportion to the number of depositary shares owned by those holders.

Redemption of Depositary Shares

      If the debt security or series of preferred stock, as the case may be, represented by depositary shares is subject to redemption, the depositary shares will be redeemed with the proceeds received by the depositary from the redemption, in whole or in part, of that debt security or series of preferred stock held by the depositary. The redemption price per depositary share will be equal to the applicable fraction of the redemption price payable with respect to that debt security or series of the preferred stock, as the case may be. Whenever we redeem debt securities or shares of preferred stock that are held by the depositary, the depositary will redeem, as of the same redemption date, the number of depositary shares representing the debt securities or shares of preferred stock, as the case may be, so redeemed. If fewer than all of the depositary shares are to be redeemed, the depositary shares to be redeemed will be selected by lot or pro rata, as may be determined by the depositary.

Exercise of Rights or Voting the Preferred Stock

      Upon receipt of notice of any meeting at which the holders of preferred stock underlying depositary shares are entitled to vote, or of any request for instructions or directions from holders of debt securities underlying depositary shares, the depositary will mail the information contained in the notice to the record holders of the applicable depositary shares. Each record holder of the applicable depositary shares on the record date will be entitled to instruct the depositary how to give instructions or directions with respect to the debt securities represented by that holder’s depositary shares or how to vote the amount of the preferred shares represented by that holder’s depositary shares, as the case may be. The record date for the depositary shares will be the same date as the record date for the underlying debt securities or preferred stock, as the case may be. The depositary then will attempt, to the extent practicable, to give instructions or directions with respect to the debt securities or to vote the number of shares of preferred stock underlying those depositary shares, as the case may be, in accordance with such instructions, and we will agree to take all actions which may be deemed necessary by the depositary to enable the depositary to do so. The depositary will not give instructions or directions with respect to debt securities or vote shares of preferred stock, as the case may be, if it does not receive specific instructions from the holders of the depositary shares representing interests in those securities.

Amendment and Termination of the Depositary Agreement

      The form of depositary receipt evidencing depositary shares and any provision of a deposit agreement may at any time be amended by agreement between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders of depositary shares will not be effective unless the amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. A deposit agreement may be terminated by us or by the depositary only if:

	•	all outstanding depositary shares issued under that deposit agreement have been redeemed; or
	•	with respect to all depositary shares issued under that deposit agreement, there has been a complete repayment or redemption of the underlying debt securities or a final distribution of the underlying preferred stock, as the case may be, including in connection with our liquidation, dissolution or

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		winding up, and the repayment, redemption or distribution proceeds, as the case may be, have been distributed to you.

Charges of Depositary

      We will pay all transfer and other taxes and governmental charges arising solely from the existence of the depositary arrangements. We also will pay charges of the depositary in connection with the initial deposit and any redemption of the underlying debt securities or preferred stock. Holders of depositary receipts will pay the transfer and other taxes and governmental and other charges, including a fee for the withdrawal of debt securities or shares of preferred stock, as the case may be, upon surrender of depositary receipts, as are expressly provided in the relevant deposit agreement.

Miscellaneous

      The depositary will forward to holders of depositary receipts all reports and communications from us that we deliver to the depositary and that we are required to furnish to the holders of the underlying debt securities or preferred stock, as the case may be.

      Neither we nor the depositary will be liable if either of us is prevented or delayed by law or any circumstance beyond our control in performing our respective obligations under the deposit agreement. Our obligations and those of the depositary will be limited to performance in good faith of our respective duties under the deposit agreement. Neither we nor the depositary will be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or underlying debt securities or preferred stock unless satisfactory indemnity is furnished. We and the depositary may rely upon written advice of counsel or accountants, or upon information provided by persons presenting debt securities or preferred stock, as the case may be, for deposit, holders of depositary receipts or other persons believed to be competent and on documents believed to be genuine.

Resignation and Removal of Depositary

      The depositary may resign at any time by delivering notice to us of its election to resign. We may remove the depositary at any time. Any resignation or removal will take effect upon the appointment of a successor depositary and its acceptance of the appointment.

DESCRIPTION OF CAPITAL SECURITIES

Common Stock

      Under our Restated Certificate of Incorporation, we are authorized to issue up to 100,000,000 shares of our common stock. As of September 30, 2004, we had 55,236,024 shares of common stock issued and outstanding and had reserved an aggregate of 6,895,688 additional shares of common stock for issuance upon conversion of outstanding preferred stock and an aggregate of 6,139,366 additional shares of common stock for issuance under our various stock compensation plans.

      The following summary is not complete and is not intended to give full effect to provisions of statutory or common law. You should refer to the applicable provisions of the following:

	•	the Delaware General Corporation Law, as it may be amended from time to time;
	•	our Restated Certificate of Incorporation, as it may be amended or restated from time to time; and
	•	our restated and amended bylaws, as they may be amended or restated from time to time.

      Dividends. The holders of our common stock are entitled to receive dividends when, as and if declared by our Board of Directors, out of funds legally available for their payment subject to the rights of holders of our preferred stock.

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      Voting Rights. The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders.

      Rights Upon Liquidation. In the event of our voluntary or involuntary liquidation, dissolution or winding up, the holders of common stock will be entitled to share equally in any of our assets available for distribution after the payment in full of all debts and distributions and after the holders of all series of our outstanding preferred stock have received their liquidation preferences in full.

      Miscellaneous. The outstanding shares of common stock are fully paid and nonassessable. The holders of common stock are not entitled to preemptive or redemption rights. Shares of common stock are not convertible into shares of any other class of capital stock. American Stock Transfer & Trust Company is the transfer agent and registrar for the common stock.

Preferred Stock

      Our Board of Directors determines the rights, qualifications, restrictions and limitations relating to each series of our preferred stock at the time of issuance. Our Restated Certificate of Incorporation authorizes our Board of Directors, without further stockholder action, to provide for the issuance of up to 10,000,000 shares of preferred stock, in one or more series, of which 7,125,000 shares remain available for designation and issuance, and to fix the designations, terms, and relative rights and preferences, including the dividend rate, voting rights, conversion rights, redemption and sinking fund provisions and liquidation values of each of these series, except that the holders of preferred stock:

	•	will not be entitled to more than the lesser of one vote per $100 of liquidation value or one vote per share when voting as a class with the holders of shares of other capital stock; and
	•	will not be entitled to vote on any matter separately as a class, except to the extent required by law or as specified with respect to each series with respect to any amendment or alteration of the provisions of the certificate of incorporation that would adversely affect the powers, preferences or special rights of the applicable series of preferred stock, or our failure to pay dividends on any series of preferred stock in full for any six quarterly dividend payment periods, whether or not consecutive, in which case the number of directors may be increased by two and the holders of outstanding shares of preferred stock then similarly entitled will be entitled to elect the two additional directors until full accumulated dividends on all of those shares of preferred stock have been paid.

      As of September 30, 2004, 2,875,000 shares of preferred stock have been designated as 5% Perpetual Cumulative Convertible Preferred Stock (liquidation preference $50.00) (the “Preferred Stock”), all of which are issued and outstanding. Shares of our Preferred Stock do, and shares of our other preferred stock may, have dividend, redemption, voting and liquidation rights taking priority over our common stock, and shares of Preferred Stock are, and shares of our other preferred stock may be, convertible into our common stock. We may amend from time to time our restated certificate of incorporation to increase the number of authorized shares of preferred stock. We also may designate additional shares of preferred stock as Preferred Stock.

      5% Perpetual Cumulative Convertible Preferred Stock. Our Preferred Stock, with respect to dividend rights and upon liquidation, winding up and dissolution, ranks:

	•	junior to all of our existing and future liabilities and obligations, whether or not for borrowed money;
	•	junior to “senior stock,” which is each class or series of our capital stock that has terms which expressly provide that the class will rank senior to the Preferred Stock;
	•	on a parity with “parity stock,” which is each class or series of our capital stock that has terms which expressly provide that the class or series will rank on a parity with the Preferred Stock;

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	•	senior to “junior stock,” which is our common stock and each class or series of our capital stock that has terms which do not expressly provide that the class or series will rank senior to or on a parity with the Preferred Stock; and
	•	effectively junior to all of our subsidiaries’ (i) existing and future liabilities and (ii) capital stock held by others.

      Holders of shares of Preferred Stock are entitled to receive, when, as and if declared by our Board of Directors, out of funds legally available for payment, cumulative cash dividends on each outstanding share of the preferred stock at the annual rate of 5% of the liquidation preference per share of the Preferred Stock. The dividend rate was initially equivalent to $2.50 per share annually. The right of holders of the shares of the Preferred Stock to receive dividend payments is subject to the rights of any holders of shares of senior stock and parity stock.

      We may not redeem any shares of the Preferred Stock before January 31, 2008. On or after January 31, 2008, we may redeem any or all shares of the Preferred Stock at a redemption price equal to the liquidation preference per share, plus accrued and unpaid dividends, to the date of redemption, only if the closing price of our common stock has exceeded 120% of the conversion price then in effect (approximately $25.0156 based on the initial conversion price) for at least 20 trading days in any consecutive 30-trading-day period ending on the trading day prior to the date of mailing of the notice of redemption.

      Except as required under Delaware law, holders of the shares of the Preferred Stock are only entitled to the following voting rights:

	•	the affirmative vote of holders of at least two-thirds of the outstanding shares of the Preferred Stock, voting as a single class, in person or by proxy, at a special meeting called for the purpose, or by written consent in lieu of meeting, will be required to:

	•	amend, whether by merger, consolidation, combination, reclassification or otherwise, any provisions of (i) our restated certificate of incorporation or (ii) the applicable certificate of designations, if the amendment would alter or change the powers, preferences or rights of the Preferred Stock so as to adversely affect the holders of the Preferred Stock, including, without limitation, the creation of, or increase in the authorized number of, shares of any class or series of senior stock; or
	•	issue shares of senior stock;

	provided, however, that any amendment that decreases the dividend payable on, or the liquidation preference of, the Preferred Stock requires the affirmative vote of the holders of all of the outstanding shares of the Preferred Stock, at a meeting of holders of the Preferred Stock duly called for that purpose, or the written consent in lieu of meeting.

	•	if at any time the equivalent of six quarterly dividends payable on the shares of the Preferred Stock are accrued and unpaid, whether or not consecutive and whether or not declared, holders of all outstanding shares of the Preferred Stock, together with the holders of any other series of our preferred stock in similar circumstance, voting together as a single class without regard to series, will be entitled to elect two directors to serve until accumulated dividends have been paid in full.

      With respect to any matter on which holders of the Preferred Stock are entitled to vote as a separate class, each share of the Preferred Stock will be entitled to one vote. With respect to any matter on which holders of the Preferred Stock are entitled to vote with holders of shares of other capital stock, the voting will be governed by the provisions of our restated certificate of incorporation.

      Each share of the Preferred Stock is convertible at any time and from time to time, on or after the occurrence of any of certain conversion triggering events described below and prior to 5:00 p.m., New York City time, on the business day immediately preceding a redemption date, at the option of the holder, into fully paid and nonassessable shares of our common stock. The initial conversion price at which the

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      The preceding summary is not complete and is not intended to give full effect to provisions of statutory or common law. We also urge you to refer to the applicable provisions of our Form 8-A, filed with the SEC on March 5, 2003. That Form 8-A is available by the means described under “Where You Can Find More Information.”

      Preferred Stock Purchase Rights. On March 3, 2000, we entered into a rights agreement with First Chicago Trust Company of New York, as rights agent, which is a stockholder rights plan providing for a dividend of one preferred stock purchase right for each outstanding share of our common stock. We issued the dividend to stockholders of record on March 20, 2000, and holders of shares of common stock issued since that date are issued rights with their shares. The rights trade automatically with shares of common stock and become exercisable only under certain circumstances as described below. The rights are designed to protect our interests and the interests of our stockholders against coercive takeover tactics. The purpose of the rights is to encourage potential acquirors to negotiate with our board of directors prior to attempting a takeover and to provide our board with leverage in negotiating on behalf of all stockholders the terms of any proposed takeover. The rights may have certain anti-takeover effects. The rights should not, however, interfere with any merger or other business combination approved by our board of directors.

      Until a right is exercised, the holder of a right will not have any rights as a stockholder, including, without limitation, the right to vote or to receive dividends. Upon becoming exercisable, each right will entitle its holder to purchase from us one one-hundredth of a share of Series One Junior Preferred Stock, par value $0.01 per share, at a purchase price of $42.00 per right, subject to adjustment. In general, the rights will not be exercisable until the earlier of (a) the close of business on the tenth business day after the date that we learn that a person or group or an affiliate or associate of the person or group has acquired, or has obtained the right to acquire, beneficial ownership of 20% or more of our outstanding common stock and (b) the close of business on the tenth business day following the commencement of, or first public disclosure of an intent to commence, a tender or exchange offer for 20% or more of our outstanding common stock. Below we refer to the earlier of those dates as the “distribution date” and the person or group acquiring at least 20% of our common stock as an “acquiring person.” You should assume that any of the following provisions that refer to an acquiring person also apply to any associate or affiliate of the acquiring person as well.

      If, after the distribution date, any acquiring person acquires 20% or more of our outstanding voting stock without the prior approval of our board of directors, each right will entitle its holder to acquire the number of shares of our common stock that is equal to the result obtained by multiplying the then current purchase price by the number of one one-hundredths of a share of preferred stock for which a right is then exercisable and dividing that product by 50% of the then current per-share market price of our common stock.

      If any acquiring person acquires more than 20% but less than 50% of the outstanding shares of our common stock subsequent to the distribution date without prior written consent of our board of directors, each right may be exchanged by our board of directors for one share of our common stock. In the event that, following the distribution date, we are acquired in a merger or other business combination in which we are not the surviving corporation, or in which 50% or more of our assets or assets representing 50% or more of our revenues or cash flow are sold in one or several transactions without the prior written consent of our board of directors, each right will entitle its holder to receive the number of shares of the acquiring company’s common stock as is equal to the result obtained by multiplying the then current purchase price by the number of one one-hundredths of a share of preferred stock for which the right is then exercisable and dividing that product by 50% of the then current market price per share of the common stock of the acquiring company.

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      Any rights that are at any time beneficially owned by an acquiring person will be null and void, and any holder of such rights, including any purported transferee or subsequent holder, will be unable to exercise the rights.

      The rights will expire at the close of business on March 20, 2010, unless redeemed or exchanged before that time. At any time prior to the earlier of (a) the time a person or group becomes an acquiring person and (b) the expiration date, our board of directors may exchange all or part of the then outstanding and exercisable rights for shares of our common stock at an exchange ratio of one share of common stock per right or redeem the rights in whole, but not in part, at a price of $0.01 per right. The exchange rate and redemption price are subject to adjustment as provided in the rights agreement.

      The preceding summary is not complete and is not intended to give full effect to provisions of statutory or common law. You should refer to the applicable provisions of the rights agreement and the form of right certificate, which are incorporated by reference to Exhibit 1 to our Form 8-A, filed with the SEC on March 9, 2000. That Form 8-A is available by the means described under “Where You Can Find More Information.”

      Additional Series of Preferred Stock. In the event of a proposed merger or tender offer, proxy contest or other attempt to gain control of us and not approved by our Board of Directors, it would be possible for the board to authorize the issuance of one or more series of preferred stock with voting rights or other rights and preferences which would impede the success of the proposed merger, tender offer, proxy contest or other attempt to gain control of us. This authority may be limited by applicable law, our Restated Certificate of Incorporation, as it may be amended or restated from time to time, and the applicable rules of the stock exchanges upon which the common stock is listed. The consent of our stockholders would not be required for any such issuance of preferred stock.

      The preferred stock will be preferred over our common stock as to payment of dividends. Before any dividends or distributions (other than dividends or distributions payable in common stock) on our common stock will be declared and set apart for payment or paid, the holders of shares of each series of preferred stock will be entitled to receive dividends when, as and if declared by our board of directors. We will pay those dividends either in cash, shares of common stock or preferred stock or otherwise, at the rate and on the date or dates established. With respect to each series of preferred stock, the dividends on each share of the series will be cumulative from the date of issue of the share unless another date is determined relating to the series. Accruals of dividends will not bear interest.

      The preferred stock will be preferred over our common stock as to assets so that the holders of each series of preferred stock will be entitled to be paid, upon our voluntary or involuntary liquidation, dissolution or winding up and before any distribution is made to the holders of common stock, the established amount. However, in this case the holders of preferred stock will not be entitled to any other or further payment. If upon any liquidation, dissolution or winding up our net assets are insufficient to permit the payment in full of the respective amounts to which the holders of all outstanding preferred stock are entitled, our entire remaining net assets will be distributed among the holders of each series of preferred stock in amounts proportional to the full amounts to which the holders of each series are entitled.

      All shares of any series of preferred stock will be redeemable to the extent determined with respect to that series. All shares of any series of preferred stock will be convertible into shares of our common stock or into shares of any other series of our preferred stock to the extent determined with respect to that series.

      Except as otherwise indicated, the holders of preferred stock will be entitled to one vote for each share of preferred stock held by them on all matters properly presented to stockholders. The holders of common stock and the holders of all series of preferred stock will vote together as one class.

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      Special Charter Provisions. Our Restated Certificate of Incorporation provides that:

	•	our Board of Directors is classified into three classes;
	•	subject to the rights of holders of our preferred stock, if any, the affirmative vote of the holders of not less than two-thirds of the shares of common stock voting thereon is required in order to:

	•	adopt an agreement or plan of merger or consolidation;
	•	authorize the sale, lease or exchange of all or substantially all of our property or assets; or
	•	authorize the disposition of Arch Coal or the distribution of all or substantially all of our assets to our stockholders;

	•	subject to the rights of holders of our preferred stock, if any, certain provisions of the restated certificate may be amended only by the affirmative vote of the holders of at least two-thirds of the shares of common stock voting on the proposed amendment;
	•	subject to the rights of holders of our preferred stock, if any, all actions required to be taken or which may be taken at any annual or special meeting of our stockholders must be taken at a duly called annual or special meeting of stockholders and cannot be taken by a consent in writing without a meeting; and
	•	special meetings of the stockholders may be called at any time by any two or more of our directors and may not be called by any other person or persons or in any other manner.

PLAN OF DISTRIBUTION

      We may offer the offered securities in one or more of the following ways from time to time:

	•	to or through underwriting syndicates represented by managing underwriters;
	•	through one or more underwriters without a syndicate for them to offer and sell to the public;
	•	through dealers or agents;
	•	to investors upon exercise of rights or warrants;
	•	to investors directly in negotiated sales or in competitively bid transactions; or
	•	to holders of other securities in exchanges in connection with acquisitions.

      The prospectus supplement for each series of securities we sell will describe the offering, including:

	•	the name or names of any underwriters;
	•	the purchase price and the proceeds to us from that sale;
	•	any underwriting discounts and other items constituting underwriters’ compensation, which in the aggregate will not exceed eight percent of the gross proceeds of the offering;
	•	any commissions paid to agents;
	•	the initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers; and
	•	any securities exchanges on which the securities may be listed.

      We may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third parties may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from us in settlement of those

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      We or one of our affiliates may loan or pledge securities to a financial institution or other third party that in turn may sell the securities using this prospectus. Such financial institution or third party may transfer its short position to investors in our securities or in connection with a simultaneous offering of other securities offered by this prospectus or otherwise.

Remarketing Arrangements

      Offered securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters, as that term is defined in the Securities Act, in connection with the securities remarketed.

Delayed Delivery Arrangements

      If we so indicate in the applicable prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us or the trusts at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the applicable prospectus supplement. The prospectus supplement will describe the commission payable for solicitation of those contracts.

Underwriters

      If underwriters are used in a sale, we will execute an underwriting agreement with them regarding those securities. Unless otherwise described in the applicable prospectus supplement, the obligations of the underwriters to purchase these securities will be subject to conditions, and the underwriters must purchase all of these securities if any are purchased.

      The securities subject to the underwriting agreement may be acquired by the underwriters for their own account and may be resold by them from time to time in one or more transactions, including negotiated transactions, at a fixed offering price or at varying prices determined at the time of sale. Underwriters may be deemed to have received compensation from us in the form of underwriting discounts or commissions and may also receive commissions from the purchasers of these securities for whom they may act as agent. Underwriters may sell these securities to or through dealers. These dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and commissions from the purchasers for whom they may act as agent. Any initial offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time.

      We may authorize underwriters to solicit offers by institutions to purchase the securities subject to the underwriting agreement from us, at the public offering price stated in the applicable prospectus supplement under delayed delivery contracts providing for payment and delivery on a specified date in the future. If we sell securities under these delayed delivery contracts, the applicable prospectus supplement will state that this is the case and will describe the conditions to which these delayed delivery contracts will be subject and the commissions payable for that solicitation.

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      In connection with underwritten offerings of the securities, the underwriters may engage in over-allotment, stabilizing transactions, covering transactions and penalty bids in accordance with Regulation M under the Exchange Act, as follows:

	•	Over-allotment transactions involve sales in excess of the offering size, which create a short position for the underwriters.
	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.
	•	Covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover short positions.
	•	Penalty bids permit the underwriters to reclaim a selling concession from a broker/ dealer when the securities originally sold by that broker-dealer are repurchased in a covering transaction to cover short positions.

      These stabilizing transactions, covering transactions and penalty bids may cause the price of the securities to be higher than it otherwise would be in the absence of these transactions. If these transactions occur, they may be discontinued at any time.

Agents

      We also may sell any of the securities through agents designated by us from time to time. We will name any agent involved in the offer or sale of these securities and will list commissions payable by us to these agents in the applicable prospectus supplement. These agents will be acting on a best efforts basis to solicit purchases for the period of its appointment, unless we state otherwise in the applicable prospectus supplement.

Direct Sales

      We may sell any of the securities directly to purchasers. In this case, we will not engage underwriters or agents in the offer and sale of these securities.

      In addition, debt securities, shares of common stock or preferred stock or other of our securities described in this prospectus may be issued upon the exercise of warrants or rights or the settlement of purchase contracts or purchase units.

Remarketing Arrangements

      Offered securities may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more remarketing firms, acting as principals for their own accounts or as agents for us. Any remarketing firm will be identified and the terms of its agreements, if any, with us and its compensation will be described in the applicable prospectus supplement. Remarketing firms may be deemed to be underwriters, as that term is defined in the Securities Act of 1933, in connection with the securities remarketed.

Delayed Delivery Arrangements

      If we so indicate in the applicable prospectus supplement, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus supplement will describe payable for solicitation of those contracts.

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Indemnification

      We may indemnify underwriters, dealers or agents who participate in the distribution of securities against certain liabilities, including liabilities under the Securities Act of 1933, and may agree to contribute to payments that these underwriters, dealers or agents may be required to make.

No Assurance of Liquidity

      The securities we offer may be a new issue of securities with no established trading market. Any underwriters that purchase securities from us may make a market in these securities. The underwriters will not be obligated, however, to make a market and may discontinue market-making at any time without notice to holders of the securities. We cannot assure you that there will be liquidity in the trading market for any securities of any series.

LEGAL MATTERS

      The validity of the issuance of the offered securities will be passed upon for us by Kirkpatrick & Lockhart, LLP, Pittsburgh, Pennsylvania.

EXPERTS — INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

      The consolidated financial statements of Arch Coal, Inc. at December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, incorporated by reference in this registration statement and related prospectus have been audited by Ernst & Young LLP, independent registered public accounting firm, as stated in their report incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

      The financial statements of Canyon Fuel Company, LLC at December 31, 2003 and 2002, and for each of the three years in the period ended December 31, 2003, incorporated by reference in this registration statement and related prospectus have been audited by Ernst & Young LLP, independent registered public accounting firm, as set forth in their report incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

EXPERTS — INDEPENDENT ACCOUNTANTS

      The consolidated financial statements of Vulcan Coal Holdings, L.L.C. as of December 31, 2003, 2002 and 2001 and June 30, 2001 and for the years ended December 31, 2003 and 2002, the six month period ended December 31, 2001 and the year ended June 30, 2001 incorporated in this prospectus by reference to Arch Coal, Inc.’s Current Report on Form 8-K/A dated October 15, 2004 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting.

EXPERTS — COAL RESERVES

      The coal reserve audit referred to in documents incorporated by reference into this prospectus was prepared by Weir International Mining Consultants.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.	Other Expenses of Issuance and Distribution.

      The expenses in connection with the issuance and distribution of the securities being registered, other than underwriting compensation, are:

SEC registration fee			$	101,853
Blue Sky fees and expenses				5,000
Legal fees and expenses				50,000
Accounting fees and expenses				50,000
Trustee’s fees and expenses				15,000
Printing and engraving fees				50,000
Miscellaneous				28,147
	Total		$	300,000

      All of the above amounts, other than the SEC filing fee, are estimates only.

Item 15.	Indemnification of Directors and Officers.

      Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) permits a corporation, in its certificate of incorporation, to limit or eliminate, subject to certain statutory limitations, the liability of directors to the corporation or its stockholders for monetary damages for breaches of fiduciary duty, except for liability (a) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the director derived an improper personal benefit. Our restated certificate provides, among other things, that the personal liability of our directors is so eliminated.

      Under Section 145 of the DGCL, a corporation has the power to indemnify directors and officers under certain prescribed circumstances and subject to certain limitations against certain costs and expenses, including attorneys’ fees actually and reasonably incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, to which any of them is a party by reason of his being a director or officer of the corporation if it is determined that he acted in accordance with the applicable standard of conduct set forth in such statutory provision. Our restated and amended bylaws provide that we will indemnify any person who may be involved, as a party or otherwise, in a claim, action, suit or proceeding (other than any claim, action, suit or proceeding brought by or in the right of Arch Coal, Inc.) by reason of the fact that such person is or was a director or officer, or is or was serving at the request of us as a director or officer of any other corporation or entity, against certain liabilities, costs and expenses. We are also authorized to maintain insurance on behalf of any person who is or was a director or officer, or is or was serving at the request of us as a director or officer of any other corporation or entity, against any liability asserted against such person and incurred by such person in any such capacity or arising out of his status as such, whether or not we would have the power to indemnify such person against such liability under the DGCL. We are a party to agreements with our directors and officers pursuant to which we have agreed to indemnify them against certain costs and expenses incurred by them in their capacities as such.

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Item 16.	Exhibits.

      The following Exhibits are filed as part of this Registration Statement:

Exhibit
Number				Description
	1	.1*		Form of Purchase Agreement.
	1	.2*		Form of Distribution Agreement.
	3	.1		Amended and Restated Certificate of Incorporation of Arch Coal, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2000).
	3	.2		Restated and Amended Bylaws of Arch Coal, Inc. (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2000).
	4	.1		Form of Rights Agreement, dated March 3, 2000 (incorporated herein by reference to Exhibit 1 to the Company’s Current Report on Form 8-A filed on March 9, 2000).
	4	.2		Certificate of Designations Establishing the Designations, Powers, Preferences, Rights, Qualifications, Limits and Restrictions of the Company’s 5% Perpetual Cumulative Convertible Preferred Stock (incorporated herein by reference to Exhibit 3 to the Company’s Current Report on Form 8-A filed on March 5, 2003).
	4	.3		Indenture, dated June 25, 2003, by and among Arch Western Finance, LLC, Arch Western Resources, LLC, Arch of Wyoming, LLC, Mountain Coal Company, L.L.C., Thunder Basin Coal Company, L.L.C. and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-4 (File No. 333-107569) filed by Arch Western Finance, LLC, Arch Western Resources, LLC, Arch of Wyoming, LLC, Mountain Coal Company, L.L.C. and Thunder Basin Coal Company, L.L.C. on August 1, 2003).
	4	.4		First Supplemental Indenture, dated October 22, 2004, by and among Arch Western Finance, LLC, Arch Western Resources, LLC, Arch of Wyoming, LLC, Arch Western Bituminous Group, LLC, Mountain Coal Company, L.L.C., Thunder Basin Coal Company, L.L.C., Triton Coal Company, LLC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Arch Coal, Inc. and Arch Western Resources, LLC on October 28, 2004).
	4	.5†		Form of Indenture for Senior Debt.
	4	.6		Form of Senior Debt Security (included as part of Exhibit 4.5).
	4	.7†		Form of Indenture for Subordinated Debt.
	4	.8		Form of Subordinated Debt Security (included as part of Exhibit 4.7).
	4	.9*		Form of Warrant Agreement.
	4	.10*		Form of Warrant Certificate.
	4	.11*		Form of Purchase Contract Agreement.
	4	.12*		Form of Purchase Contract Security Certificate.
	4	.13*		Form of Purchase Unit Agreement.
	4	.14*		Form of Purchase Unit Certificate.
	4	.15*		Form of Certificate of Preferred Stock.
	4	.16*		Form of Deposit Agreement.
	4	.17*		Form of Depositary Receipt.
	4	.18*		Form of Certificate of Common Stock, par value $.01 per share, of Arch Coal, Inc.
	5	.1†		Opinion of Kirkpatrick & Lockhart LLP.
	12	.1†		Computation of Ratio of Earnings to Combined Fixed Charges and Preference Dividends.
	23	.1†		Consent of Ernst & Young LLP.
	23	.2†		Consent of PricewaterhouseCoopers LLP.
	23	.3		Consent of Kirkpatrick & Lockhart LLP (included as part of Exhibit 5.1).

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Exhibit
Number				Description
	23	.4†		Consent of Weir International Mining Consultants
	24	.1		Powers of Attorney (included on signature page).
	25	.1*		Form of T-1 Statement of Eligibility of Senior Debt Indenture Trustee.
	25	.2*		Form of T-1 Statement of Eligibility of Subordinated Debt Indenture Trustee.

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*	To be filed either by amendment to this Registration Statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.

†	Filed herewith.

Item 17.	Undertakings.

      (a) The undersigned registrant hereby undertakes:

	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table on the cover of this registration statement;
	(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

	(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) To remove from registration by means of post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

      (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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      (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned registrant pursuant to the foregoing provisions, or otherwise, the undersigned registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned registrants of expenses incurred or paid by a director, officer or controlling person of the undersigned registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

      (d) The undersigned registrant hereby undertakes (1) to use its best efforts to distribute prior to the opening of bids, to prospective bidders, underwriters, and dealers, a reasonable number of copies of a prospectus which at that time meets the requirements of Section 10(a) of the Securities Act and relating to the securities offered at competitive bidding, as contained in the registration statement, together with any supplements thereto, and (2) to file an amendment to the registration statement reflecting the results of bidding, the terms of the reoffering and related matters to the extent required by the applicable form, not later than the first use, authorized by the issuer after the opening of bids, of a prospectus relating to the securities offered at competitive bidding, unless no further public offering of such securities by the issuer and no reoffering of such securities by the purchasers is proposed to be made.

      (e) The undersigned registrant hereby undertakes to file an application for the purpose of determining eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act (the “Act”) in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Act.

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SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of St. Louis, State of Missouri, on November 23, 2004.

	ARCH COAL, INC.

	By:	/s/ ROBERT J. MESSEY

	Name:       Robert J. Messey

	Title:	Chief Financial Officer

POWER OF ATTORNEY

      Each of the undersigned directors and officers of Arch Coal, Inc., a Delaware corporation, do hereby constitute and appoint Robert G. Jones and Janet L. Horgan, or either one of them, the undersigned’s true and lawful attorneys and agents, with full power of substitution and resubstitution in each, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorneys and agents, or either one of them, may deem necessary or advisable to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this registration statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and each of the undersigned does hereby ratify and confirm all that said attorneys and agents, or either one of them or any substitute, shall do or cause to be done by virtue hereof. This Power of Attorney may be executed in any number of counterparts.

      Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature				Title		Date
/s/ STEVEN F. LEER Steven F. Leer				President, Chief Executive Officer and Director		November 23, 2004
/s/ ROBERT J. MESSEY Robert J. Messey				Chief Financial Officer (Principal Financial Officer)		November 23, 2004
/s/ JOHN W. LORSON John W. Lorson				Controller		November 23, 2004
/s/ JAMES R. BOYD James R. Boyd				Director		November 23, 2004
/s/ FRANK M. BURKE Frank M. Burke				Director		November 23, 2004

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Signature				Title		Date
/s/ PATRICIA FRY GODLEY Patricia Fry Godley				Director		November 23, 2004
/s/ DOUGLAS M. HUNT Douglas M. Hunt				Director		November 23, 2004
/s/ THOMAS A. LOCKHART Thomas A. Lockhart				Director		November 23, 2004
/s/ A. MICHAEL PERRY A. Michael Perry				Director		November 23, 2004
/s/ ROBERT G. POTTER Robert G. Potter				Director		November 23, 2004
/s/ THEODORE D. SANDS Theodore D. Sands				Director		November 23, 2004

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EXHIBIT INDEX

Exhibit
Number				Description
	1	.1*		Form of Purchase Agreement.
	1	.2*		Form of Distribution Agreement.
	3	.1		Amended and Restated Certificate of Incorporation of Arch Coal, Inc. (incorporated herein by reference to Exhibit 3.1 of the Company’s Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2000).
	3	.2		Restated and Amended Bylaws of Arch Coal, Inc. (incorporated herein by reference to the Company’s Annual Report on Form 10-K for the Year Ended December 31, 2000).
	4	.1		Form of Rights Agreement, dated March 3, 2000 (incorporated herein by reference to Exhibit 1 to the Company’s Current Report on Form 8-A filed on March 9, 2000).
	4	.2		Certificate of Designations Establishing the Designations, Powers, Preferences, Rights, Qualifications, Limits and Restrictions of the Company’s 5% Perpetual Cumulative Convertible Preferred Stock (incorporated herein by reference to Exhibit 3 to the Company’s Current Report on Form 8-A filed on March 5, 2003).
	4	.3		Indenture, dated June 25, 2003, by and among Arch Western Finance, LLC, Arch Western Resources, LLC, Arch of Wyoming, LLC, Mountain Coal Company, L.L.C., Thunder Basin Coal Company, L.L.C. and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-4 (File No. 333-107569) filed by Arch Western Finance, LLC, Arch Western Resources, LLC, Arch of Wyoming, LLC, Mountain Coal Company, L.L.C. and Thunder Basin Coal Company, L.L.C. on August 1, 2003).
	4	.4		First Supplemental Indenture, dated October 22, 2004, by and among Arch Western Finance, LLC, Arch Western Resources, LLC, Arch of Wyoming, LLC, Arch Western Bituminous Group, LLC, Mountain Coal Company, L.L.C., Thunder Basin Coal Company, L.L.C., Triton Coal Company, LLC and The Bank of New York, as Trustee (incorporated herein by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by Arch Coal, Inc. and Arch Western Resources, LLC on October 28, 2004).
	4	.5†		Form of Indenture for Senior Debt.
	4	.6		Form of Senior Debt Security (included as part of Exhibit 4.5).
	4	.7†		Form of Indenture for Subordinated Debt.
	4	.8		Form of Subordinated Debt Security (included as part of Exhibit 4.7).
	4	.9*		Form of Warrant Agreement.
	4	.10*		Form of Warrant Certificate.
	4	.11*		Form of Purchase Contract Agreement.
	4	.12*		Form of Purchase Contract Security Certificate.
	4	.13*		Form of Purchase Unit Agreement.
	4	.14*		Form of Purchase Unit Certificate.
	4	.15*		Form of Certificate of Preferred Stock.
	4	.16*		Form of Deposit Agreement.
	4	.17*		Form of Depositary Receipt.
	4	.18*		Form of Certificate of Common Stock, par value $.01 per share, of Arch Coal, Inc.
	5	.1†		Opinion of Kirkpatrick & Lockhart LLP.
	12	.1†		Computation of Ratio of Earnings to Combined Fixed Charges and Preference Dividends.
	23	.1†		Consent of Ernst & Young LLP.
	23	.2†		Consent of PricewaterhouseCoopers LLP.
	23	.3		Consent of Kirkpatrick & Lockhart LLP (included as part of Exhibit 5.1).
	23	.4†		Consent of Weir International Mining Consultants.
	24	.1		Powers of Attorney (included on signature page).
	25	.1*		Form of T-1 Statement of Eligibility of Senior Debt Indenture Trustee.
	25	.2*		Form of T-1 Statement of Eligibility of Subordinated Debt Indenture Trustee.

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*	To be filed either by amendment to this Registration Statement or as an exhibit to a report filed under the Securities Exchange Act of 1934, as amended, and incorporated herein by reference.

†	Filed herewith.

                                                                     EXHIBIT 4.5

                                ARCH COAL, INC.

                                      and

                               ________________,
                                    Trustee

                                   Indenture

                          Dated as of __________, 20__

                             ----------------------
                             SENIOR DEBT SECURITIES
                             ----------------------


                                TABLE OF CONTENTS


                                                                                                  
TABLE OF CONTENTS ..............................................................................      i
ARTICLE 1. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION..............................      1
         SECTION 101. DEFINITIONS...............................................................      1
         SECTION 102. COMPLIANCE CERTIFICATES AND OPINIONS......................................      9
         SECTION 103. FORM OF DOCUMENTS DELIVERED TO TRUSTEE....................................      9
         SECTION 104. ACTS OF HOLDERS; RECORD DATES.............................................     10
         SECTION 105. NOTICES, ETC., TO TRUSTEE AND COMPANY.....................................     12
         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....................................................     13
         SECTION 110. SEPARABILITY CLAUSE.......................................................     13
         SECTION 111. BENEFITS OF INDENTURE.....................................................     13
         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..................................................     14
         SECTION 203. FORM OF REVERSE OF SECURITY...............................................     16
         SECTION 204. FORM OF LEGEND FOR GLOBAL SECURITIES......................................     19
         SECTION 205. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION...........................     20
ARTICLE 3. THE SECURITIES.......................................................................     20
         SECTION 301. AMOUNT UNLIMITED; ISSUABLE IN SERIES......................................     20
         SECTION 302. DENOMINATIONS.............................................................     23
         SECTION 303. EXECUTION, AUTHENTICATION, DELIVERY AND DATING............................     23
         SECTION 304. TEMPORARY SECURITIES......................................................     25
         SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE.......................     25
         SECTION 306. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES...........................     27


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         SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED............................     28
         SECTION 308. PERSONS DEEMED OWNERS.....................................................     29
         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................................................     31
ARTICLE 5. REMEDIES.............................................................................     31
         SECTION 501. EVENTS OF DEFAULT.........................................................     31
         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..........................................     34
         SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES...............     34
         SECTION 506. APPLICATION OF MONEY COLLECTED............................................     34
         SECTION 507. LIMITATION ON SUITS.......................................................     35
         SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE
                      PRINCIPAL, PREMIUM AND INTEREST AND TO CONVERT............................     35
         SECTION 509. RESTORATION OF RIGHTS AND REMEDIES........................................     35
         SECTION 510. RIGHTS AND REMEDIES CUMULATIVE............................................     36
         SECTION 511. DELAY OR OMISSION NOT WAIVER..............................................     36
         SECTION 512. CONTROL BY HOLDERS........................................................     36
         SECTION 513. WAIVER OF PAST DEFAULTS...................................................     36
         SECTION 514. UNDERTAKING FOR COSTS.....................................................     37
ARTICLE 6. THE TRUSTEE..........................................................................     37
         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....................     40
         SECTION 605. MAY HOLD SECURITIES.......................................................     40


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         SECTION 606. MONEY HELD IN TRUST.......................................................     40
         SECTION 607. COMPENSATION AND REIMBURSEMENT............................................     40
         SECTION 608. CONFLICTING INTERESTS.....................................................     41
         SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY...................................     41
         SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.........................     41
         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.........................     44
         SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT.......................................     44
ARTICLE 7. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY....................................     45
         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........................................................     46
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.....................................................     47
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.........................................     50
         SECTION 905. CONFORMITY WITH THE TRUST INDENTURE ACT...................................     50
         SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURE.........................     50
ARTICLE 10. COVENANTS...........................................................................     50
         SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST...............................     50
         SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY..........................................     50


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         SECTION 1003. MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST........................     51
         SECTION 1004. COMMISSION REPORTS.......................................................     52
         SECTION 1005. COMPLIANCE CERTIFICATE...................................................     52
         SECTION 1006. STAY, EXTENSION AND USURY LAWS...........................................     52
         SECTION 1007. CORPORATE EXISTENCE......................................................     53
         SECTION 1008. WAIVER OF CERTAIN COVENANTS..............................................     53
         SECTION 1009. TAXES....................................................................     53
         SECTION 1010. LIMITATION ON LIENS......................................................     53
         SECTION 1011. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS............................     55
         SECTION 1012. EXEMPTED INDEBTEDNESS....................................................     55
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........................     56
         SECTION 1104. NOTICE OF REDEMPTION.....................................................     57
         SECTION 1105. DEPOSIT OF REDEMPTION PRICE..............................................     57
         SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE....................................     57
         SECTION 1107. SECURITIES REDEEMED IN PART..............................................     58
ARTICLE 12. SINKING FUNDS.......................................................................     58
         SECTION 1201. APPLICABILITY OF ARTICLE.................................................     58
         SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES....................     58
         SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND................................     59
ARTICLE 13. DEFEASANCE AND COVENANT DEFEASANCE..................................................     59
         SECTION 1301. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO
                       ELECT DEFEASANCE OR COVENANT DEFEASANCE..................................     59
         SECTION 1302. DEFEASANCE AND DISCHARGE.................................................     59
         SECTION 1303. COVENANT DEFEASANCE......................................................     60
         SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE..........................     60


                                       iv



                                                                                                  
         SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST;
                       MISCELLANEOUS PROVISIONS.................................................     62
         SECTION 1306. REINSTATEMENT............................................................     63
         SECTION 1307. QUALIFYING TRUSTEE.......................................................     63


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

                                       v


      INDENTURE dated as of ___________, 20__ between ARCH COAL, INC., 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



      (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.

                                        2


      "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, 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, 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.


                                        3


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

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

      "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

                                        4


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.

      "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

                                        5


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, 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,

                                        6


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 coal production or processing facility,
warehouse, office building or parcel of real property (including fixtures but
excluding leases and other contract rights which might otherwise be deemed real
property) owned by the Company or any Subsidiary, whether owned on the date of
the Indenture or thereafter, provided each such plant, warehouse, office
building or parcel of real property has a gross book value (without deduction
for any depreciation reserves) at the date as of which the determination is
being made of in excess of two percent of the Consolidated Net Assets of the
Company and the Subsidiaries, other than any such plant, warehouse, office
building or parcel of real property or portion thereof that, in the opinion of
the Board of Directors (evidenced by a Board Resolution delivered to the
Trustee), is not of material importance to the business conducted by the Company
and its Subsidiaries taken as a whole.

      "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.

                                        7

      "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.

      "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.

                                       8


      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:

      (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.

                                       9


      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 (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

                                       10


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, 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.

                                       11


      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 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.

                                       12


      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.

      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.

                                       13


      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.]

                                 ARCH COAL, INC.

                      No. ____________     $_____________

                              CUSIP _______________

      Arch Coal, Inc., 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

                                       14


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 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
Register or by wire transfer to an account maintained by the Person entitled
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: ________________

      ARCH COAL, INC.

      By __________________________

                                       15


      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 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,



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

                                       16


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,



                 Redemption Price for            Redemption Price for
                  Redemption Through             Redemption Otherwise
                   Operation of the             Than Through Operation
Year                Sinking Fund                  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 -- 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.]

                                       17


      [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 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

                                       18


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 registrable 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.

      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:

                                       19


      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:

      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);

                                       20


      (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;

      (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;

                                       21


      (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
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 Events of Default which apply 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;

                                       22


      (19)  any addition to or change in the covenants set forth in Article 10
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.

      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 Chief Executive Officer, 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

                                       23


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 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 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 of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

                                       24



      SECTION 304. 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 like tenor
and aggregate principal amount. Until so exchanged, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series and tenor.

      SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office or in any other office or
agency of the Company in a Place of Payment being herein sometimes 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 a series at
the office or agency of the Company 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 like tenor and aggregate
principal amount.

      At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Securities to be
exchanged at such office or agency. Whenever any Securities are so surrendered
for exchange, the 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.

                                       25


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

      No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

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

      The provisions of Clauses (1), (2), (3), (4), (5) and (6) below shall
apply only to Global Securities:

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

      (2)   Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (A) such Depositary (i) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (ii)
has ceased to be a clearing agency registered under the Exchange Act, (B) there
shall have occurred and be continuing an Event of Default with respect to such
Global Security or (C) there shall exist such circumstances, if any, in addition
to or in lieu of the foregoing as have been specified for this purpose as
contemplated by Section 301.

      (3)   Subject to the provisions of Clause (2) above, the rights of holders
of such Global Securities shall be exercised only through the Depositary and
shall be limited to those established by law and agreements between such holders
and the Depositary and or the Depositary participants. The initial Depositary
will make book-entry transfers among the Depositary participants and receive and
transmit distributions of principal and interest on the Global Securities to
such Depositary participants.

                                       26


      The Depositary may be treated by the Company and the Trustee, and any of
their respective agents, employees, officers and directors, as the absolute
owner of the Global Securities for all purposes whatsoever. Notwithstanding the
foregoing, nothing in this Indenture shall prevent the Company and the Trustee,
or any of their respective agents, from giving effect to any written
certification, proxy or other authorization furnished by the Depositary, or
shall impair the operation of customary practices governing the exercise of the
rights of a holder of any Global Security. Subject to the foregoing provisions
of this Section, any holder may grant proxies and otherwise authorize any person
to take any action which a holder is entitled to take under this Indenture or
the Global Securities.

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

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

      (6)   None of the Company, the Trustee nor any agent of the Company or the
Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests of a
Global Security or maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

      SECTION 306. MUTILATED, DESTROYED, LOST OR 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

                                       27


in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith.

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

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

      SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

      Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the 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 name 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 any 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, 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
therefore 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

                                       28


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

      SECTION 309. CANCELLATION. All Securities surrendered for payment,
redemption, registration of transfer or exchange 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 accordance with its customary procedure, unless otherwise
directed by a Company Order.

      SECTION 310. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 301 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

                                   ARTICLE 4.

                           SATISFACTION AND DISCHARGE

      SECTION 401. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture shall
upon Company Request cease to be of further effect (except as to any surviving

                                       29


rights of registration of transfer or exchange of Securities herein expressly
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 306 and (ii) Securities
      for whose payment money has theretofore been deposited in trust or
      segregated and held in trust by the Company and thereafter repaid to the
      Company or discharged from such trust, as provided in Section 1003) have
      been delivered to the Trustee for cancellation; or

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

                  (i)   have become due and payable, or

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

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

      and the Company, in the case of (i) (ii) or (iii) above, has deposited or
      caused to be deposited with the Trustee as trust funds in trust for the
      purpose money (either in United States dollars or such other currency or
      currency units in which the Securities of any series may be payable) in 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 607, the obligations of
the Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

                                       30


      SECTION 402. APPLICATION OF TRUST MONEY. Subject to the provisions of the
last paragraph of Section 1003, all money deposited with the Trustee pursuant to
Section 401 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either directly
or through any Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Persons entitled thereto, of the
principal and any premium and interest for whose payment such money has been
deposited with the Trustee.

                                   ARTICLE 5.

                                    REMEDIES

      SECTION 501. EVENTS OF DEFAULT. Event of Default, wherever used herein
with respect to Securities of any series, means any 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), except as otherwise specified as
contemplated by Section 301 for Securities of any series:


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

      (2)   default in the payment of the principal of or any premium on any
Security of that series when due, whether at its Maturity, upon acceleration or
otherwise; or

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

      (4)   default in the performance, or breach, of any covenant, agreement or
warranty of the Company for the benefit of the Holders of the Security in this
Indenture (other than a covenant, agreement 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, a Significant Subsidiary
or any group of Subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary 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 Significant Subsidiary or any
group of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary as bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in respect
of the Company, a Significant Subsidiary or any group of Subsidiaries that,
taken as a whole, would constitute a Significant Subsidiary under any applicable
Federal or State law, or appointing a custodian, receiver, liquidator, assignee,
trustee, sequestrator or other similar official of the Company, a Significant
Subsidiary or any group of Subsidiaries that, taken as a whole, would constitute
a Significant Subsidiary 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.



                                       31


      SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default (other than an Event of Default specified in Section 501(5) or
501(6)) with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series
may declare the principal amount of all the Securities of that series (or, if
any Securities of that series are Original Issue Discount Securities, such
portion of the principal amount of such Securities as may be specified by the
terms thereof) to be due and payable immediately, by a notice in writing to the
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. If an Event of Default specified in Section 501(5) or 501(6) with
respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.

      At any time after such a declaration of acceleration with respect to
Securities of any series has been made and before a judgment or decree for
payment of the money due has been

                                       32


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 or
      acceleration and any interest thereon at the rate or rates prescribed
      therefor in such Securities,

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

            (D)   all sums paid or advanced by the Trustee hereunder and the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel; 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 513.

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

      SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT;
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 whether at the Maturity or upon acceleration or otherwise
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 most effectual to
protect and enforce any such rights, whether for the specific enforcement

                                       33


of any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

      SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee shall
be authorized to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

      No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding; provided, however,
that the Trustee may, on behalf of the Holders, vote for the election of a
trustee in bankruptcy or similar official and be a member of a creditors' or
other similar committee.

      SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
All rights of action and claims under this Indenture or the Securities may be
prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

      SECTION 506. APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or any premium or interest, upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

      First, to the payment of all amounts due the Trustee under Section 607;
and

      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

                                       34


amounts due and payable on such Securities for principal and any premium and
interest, respectively.

      Third, to the Company or any other Person or Persons entitled thereto.

      SECTION 507. LIMITATION ON SUITS.

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

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

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

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

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

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

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

      SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
AND INTEREST AND TO CONVERT. Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and
(subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to convert such Security in accordance with the provisions
in the form of Security of any particular series pursuant to Section 301(9) and
to institute suit for the enforcement of any such payment and right to convert,
and such rights shall not be impaired without the consent of such Holder.

      SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and

                                       35


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

      SECTION 510. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise provided
with respect to the replacement or payment of mutilated, destroyed, lost or
stolen Securities in the last paragraph of Section 306, no right or remedy
herein conferred upon or reserved to the Trustee or to the Holders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

      SECTION 511. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

      SECTION 512. CONTROL BY HOLDERS. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:

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

      (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 601, 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
proceeding so directed would involve the Trustee in personal liability.

      SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default:

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

                                       36


      (2)   in respect of a covenant or provision hereof which under Article 9
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

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

      SECTION 514. UNDERTAKING FOR COSTS. In any suit for the enforcement of any
right or remedy under this Indenture, or in any suit against the Trustee for any
action taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company.

                                   ARTICLE 6.

                                   THE TRUSTEE

      SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES. The Trustee, prior to
the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. In case an
Event of Default to the actual knowledge of a Responsible Officer of the Trustee
has occurred, has not been waived 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 man would exercise or
use under the circumstances in the conduct of his own affairs.

      No provision of this Indenture shall be construed to relieve the Trustee
from liability for its own negligent actions, its own negligent failure to act
or its own willful misconduct, except that:

      (1)   prior to the occurrence of an Event of Default and after the curing
or waiving of all such Events of Default which may have occurred;

            (a)   the duties and obligations of the Trustee shall be determined
      solely by the express provisions of this Indenture, and the Trustee shall
      not be liable except for the performance of such duties and obligations as
      are specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee; and

            (b)   in the absence of bad faith on the part of the Trustee, the
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions

                                       37


      expressed therein, upon any statements, certificates or opinions furnished
      to the Trustee and conforming to the requirements of this Indenture; but
      in the case of any such statements, 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 conform to the requirements of this Indenture;

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

      (3)   the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of not less than a majority in principal amount of the Securities at the
time outstanding relating to the time, method and place of conducting a
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture.

None of the provisions contained in this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur personal financial liability in
the performance of any of its duties or in the exercise of any of its rights or
powers, if there shall be reasonable ground for believing that the repayment of
such funds or adequate indemnity against such liability is not reasonably
assured to it.

      This Section is in furtherance of and subject to Sections 315 and 316 of
the Trust Indenture Act.

      SECTION 602. NOTICE OF DEFAULTS. If a default occurs and is continuing
with respect to the Securities of any series and if it is known to a Responsible
Officer of the Trustee, the Trustee shall give the Holders of the Securities of
such series, notice of such default within 90 days after it occurs or, if later,
after a Responsible Officer of the Trustee has knowledge of such default. Except
in the case of a default in payment of principal of, premium on or interest on
any Security of any series, the Trustee may withhold the notice if and so long
as its corporate trust committee or a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the
Holders of Securities of that series. For purposes of this Section, the term
default means any event that is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.

      SECTION 603. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
Section 601:

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

                                       38


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

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

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

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

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

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

      (8)   in the event the Trustee is also acting as Paying Agent,
Authenticating Agent or Security Registrar hereunder, the rights and protections
afforded to the Trustee pursuant to this Indenture shall also be afforded to
such Paying Agent, Authenticating Agent or Security Registrar;

      (9)   the Trustee shall not be charged with knowledge of an Event of
Default unless a Responsible Officer of the Trustee obtains actual knowledge of
such event or the Trustee receives written notice of such event from the Company
or from Holders of Securities of any series so affected evidencing no less than
51% of the aggregate outstanding principal amount of Securities of such series;
and

      (10)  without prejudice to any other rights available to the Trustee under
applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(5) or Section
501(6), such expenses (including the fees and expenses of

                                       39


its counsel) and the compensation for such services are intended to constitute
expenses of administration under any bankruptcy or insolvency law.

      SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES. The
recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Securities. Neither the Trustee nor
any Authenticating Agent shall be accountable for the use or application by the
Company of Securities or the proceeds thereof.

      SECTION 605. MAY HOLD SECURITIES. The Trustee, any Authenticating Agent,
any Paying Agent, any Security Registrar or any other agent of the Company, in
its individual or any other capacity, may become the owner or pledgee of
Securities and, subject to Sections 608 and 613, may otherwise deal with the
Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

      SECTION 606. MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

      SECTION 607. COMPENSATION AND REIMBURSEMENT. The Company agrees:

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

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

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

      As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Securities.

                                       40


      SECTION 608. CONFLICTING INTERESTS. If the Trustee has or shall acquire a
conflicting interest within the meaning of the Trust Indenture Act, the Trustee
shall either eliminate such interest or resign, to the extent and in the manner
provided by, and subject to the provisions of, the Trust Indenture Act and this
Indenture. To the extent permitted by such Act, the Trustee shall not be deemed
to have a conflicting interest by virtue of being a trustee under this Indenture
with respect to Securities of more than one series.

      SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at all
times be a Trustee hereunder, which may be Trustee hereunder for Securities of
one or more other series. Each Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000 and has its Corporate Trust Office in the
City of New York. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section and to the extent permitted by
the Trust Indenture Act, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee with respect to the
Securities of any series shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

      SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

      The Trustee may resign at any time with respect to the Securities of one
or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

      The Trustee may be removed at any time with respect to the Securities of
any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

      If at any time:

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

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

                                       41


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

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

      If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Securities of one or more series, the Company, by a Board Resolution, shall
promptly appoint a successor Trustee or Trustees with respect to the Securities
of that or those series (it being understood that any such successor Trustee may
be appointed with respect to the Securities of one or more or all of such series
and that at any time there shall be only one Trustee with respect to the
Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

      The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Securities of any series and each appointment of a
successor Trustee with respect to the Securities of any series to all Holders of
Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its corporate trust office.

      SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,

                                       42


transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

      In case of the appointment hereunder of a successor Trustee with respect
to the Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor Trustee with respect to the Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein each
successor Trustee shall accept such appointment and which (1) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, each successor Trustee all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series to which
the appointment of such successor Trustee relates, (2) if the retiring Trustee
is not retiring with respect to all Securities, shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series as to which the retiring Trustee is not retiring shall continue
to be vested in the retiring Trustee, and (3) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.

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

      No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article. No trustee hereunder shall be liable for the acts or omissions of
any successor Trustee.

      SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.
Any corporation into which the Trustee may be merged or converted or with which
it may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee

                                       43



then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

      SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If and
when the Trustee shall be or become a creditor of the Company (or any other
obligor upon the Securities), the Trustee shall be subject to the provisions of
the Trust Indenture Act regarding the collection of claims against the Company
(or any such other obligor).

      SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may appoint
an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

      An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be

                                       44



acceptable to the Company and shall give notice of such appointment by
first-class mail, postage prepaid, to all Holders of Securities of the series
with respect to which such Authenticating Agent will serve. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section.

      The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If an appointment
with respect to one or more series is made pursuant to this Section, the
Securities of such series may have endorsed thereon, in addition to the
Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

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

                             __________, as Trustee

                             By: ________________________________
                                   As Authenticating Agent

                             By: ________________________________
                                   Authorized Officer

                                   ARTICLE 7.

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

      SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
The Company will furnish or cause to be furnished to the Trustee,

      (1)   semi-annually, not later than June 30 and December 31 in each year,
a list in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities of each series as of the preceding June
30 or December 31 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 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS. The
Trustee shall preserve, in as current a form as is reasonably practicable, the
names and addresses of Holders contained in the most recent list furnished to
the Trustee as

                                       45



provided in Section 701 and the names and addresses of Holders received by the
Trustee in its capacity as Security Registrar. The Trustee may destroy any list
furnished to it as provided in Section 701 upon receipt of a new list so
furnished.

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

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

      SECTION 703. REPORTS BY TRUSTEE. The Trustee shall transmit to the Holders
such reports concerning the Trustee and its actions under this Indenture as may
be required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto.

      Reports so required to be transmitted at stated intervals of not more than
12 months shall be transmitted no later than _______ in each calendar year,
commencing in ______.

      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.

                                   ARTICLE 8.

                     CONSOLIDATION, MERGER OR SALE OF ASSETS

      SECTION 801. CONSOLIDATION, MERGER OR SALE OF ASSETS BY THE COMPANY. The
Company shall not consolidate with or merge into any other Person or sell,
assign, convey or transfer or otherwise dispose of all or substantially all of
its properties and assets to any Person, unless:

            (a)   the Person formed by such consolidation or into which the
      Company is merged or the Person which acquires by conveyance or transfer
      the properties and assets of the Company shall be a Person organized and
      validly existing under the laws of the United States of America, any State
      thereof or the District of Columbia, and shall expressly assume, by an
      indenture supplemental hereto, executed and delivered to the Trustee, in
      form satisfactory to the Trustee, the due and punctual payment of the
      principal of (and premium, if any) and interest on all the Notes and the
      performance of every covenant of this Indenture on the part of the Company
      to be performed or observed;

                                       46



            (b)   immediately after giving effect to such transaction, no Event
      of Default, and no event which, after notice or lapse of time, or both,
      would become an Event of Default, shall have occurred and be continuing;
      and

            (c)   the Company has delivered to the Trustee an Officers'
      Certificate and an Opinion of Counsel each stating that such
      consolidation, merger, conveyance or transfer and such supplemental
      indenture comply with paragraphs (a) and (b) of this section 801 and that
      all conditions precedent herein provided for relating to such transaction
      have been complied with.

      SECTION 802. SUCCESSOR SUBSTITUTED. Upon any consolidation of the Company
with, or merger of the Company into, any other Person or any conveyance or
transfer of all or substantially all of the properties and assets of the Company
in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance or
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 successor Person had been named as the Company herein, and thereafter
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

                                   ARTICLE 9.

                             SUPPLEMENTAL INDENTURES

      SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS. Without
the consent of any Holders, the Company, when authorized by a Board Resolution,
and the Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

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

      (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;

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

      (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

                                       47



registrable as to principal, and with or without interest coupons, or to permit
or facilitate the issuance of Securities in uncertificated form;

      (5)   to add to, change or eliminate any of the provisions of this
Indenture in respect to one or more series of Securities, provided that any such
addition, change or elimination (A) shall neither (i) apply to any Security or
series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of any such Security with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding;

      (6)   to secure the Securities;

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

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

      (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; or

      (10)  to make provisions with respect to the conversion rights of Holders,
including providing for the conversion of the Securities into any security or
securities of the Company.

      SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions
of this Indenture, or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

      (1)   change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon

                                       48



(including any change in the index, indices or formula pursuant to which such
rate is determined that would reduce such rate for any period) or any premium
payable upon the redemption thereof, change the right to convert any Security in
accordance with the provisions in the form of such Security pursuant to Section
301(9) hereof, or reduce the amount of the principal of an Original Issue
Discount Security or any other Security which would be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502, or
change any Place of Payment where, or the coin or currency in which, any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof (or, in the case of redemption, on or after the Redemption
Date) or any such right to convert, 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

      (3)   modify any of the provisions of this Section, Section 513 or Section
1008, 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 and Section 1008, or the deletion of this proviso, in accordance
with the requirements of Sections 611 and 901(8).

      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 of Holders shall approve the substance thereof.

      SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental

                                       49



indenture which affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise.

      SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of any
supplemental indenture under this Article, this Indenture shall be modified in
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

      SECTION 905. CONFORMITY WITH THE TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act.

      SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURE. 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 10.

                                   COVENANTS

      SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
covenants and agrees for the benefit of the Holders of Securities that it will
duly and punctually pay the principal of and any premium and interest on the
Securities in accordance with the terms of such Securities and this Indenture.

      SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. The Company will maintain
in each 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 will
give prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

      The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such

                                       50



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 will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

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

                                       51



the Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City of New York, notice that such money
remains unclaimed and that, after a date specified therein, which shall not be
less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.

      SECTION 1004. COMMISSION REPORTS. The Company shall deliver to the
Trustee, within 15 days after it files them with the Commission, copies of the
annual reports and of the information, documents, and other reports (or copies
of such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) which the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall
comply with the other provisions of Section 314(a) of the Trust Indenture Act.

      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 Officers' Certificates).

      SECTION 1005. COMPLIANCE CERTIFICATE.

      (1)   The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the officers
signing the Officers' Certificate, with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such officer signing such Officers'
Certificate, that to the best of his knowledge the Company has kept, observed,
performed and fulfilled each and every covenant (without regard to periods of
grace or notice requirements) contained in this Indenture and is not in default
in the performance or observance of any of the terms, provisions and conditions
hereof (or, if a Event of Default shall have occurred, describing all such
Events of Default of which he may have knowledge).

      (2)   The Company will, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Event of Default,
an Officers' Certificate specifying such Event of Default and what action the
Company is taking or proposes to take with respect thereto.

      SECTION 1006. STAY, EXTENSION AND USURY LAWS. The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture or
the Securities; and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein

                                       52



granted to the Trustee, but will suffer and permit the execution of every such
power as though no such law has been enacted.

      SECTION 1007. CORPORATE EXISTENCE. Subject to Article 8, the Company will
do or cause to be done all things necessary to preserve and keep in full force
and effect its corporate existence and the corporate, partnership or other
existence of each Significant Subsidiary in accordance with the respective
organizational documents of each Significant Subsidiary and the rights (charter
and statutory), licenses and franchises of the Company and its Significant
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any Significant Subsidiary, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries taken as a whole and that the
loss thereof is not adverse in any material respect to the Holders.

      SECTION 1008. WAIVER OF CERTAIN COVENANTS. Except as otherwise specified
as contemplated by Section 301 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 Section 1010 or 1011
with respect to the Securities of such series or in any covenant provided
pursuant to Section 301(19), 901(2) or 901(7) for the benefit of the Holders of
such series, if before the time for such compliance the Holders of at least a
majority in principal amount of the Outstanding Securities of such series shall,
by Act of such Holders, either waive such compliance in such instance or
generally waive compliance with such term, provision or condition, but no such
waiver shall extend to or affect such term, provision or condition except to the
extent so expressly waived, and, until such waiver shall become effective, the
obligations of the Company and the duties of the Trustee in respect of any such
term, provision or condition shall remain in full force and effect.

      SECTION 1009. TAXES. The Company shall, and shall cause each of its
Significant Subsidiaries to, pay prior to delinquency all taxes, assessments and
governmental levies, except as contested in good faith and by appropriate
proceedings.

      SECTION 1010. LIMITATION ON LIENS. (a) The Company will not, nor will it
permit any Domestic Subsidiary to, directly or indirectly, issue, assume or
guarantee any Debt if such Debt or guarantee is secured by any Lien upon any
Principal Property of the Company or of a Domestic Subsidiary or upon any shares
of stock or indebtedness of any Domestic Subsidiary (whether such principal
property, shares of stock or indebtedness is owned at the Issue Date or
thereafter acquired) without in any such case effectively securing, concurrently
with the issuance, assumption or guaranty of any such Debt, any series of Notes
(together with, if the Company shall so determine, any other indebtedness of or
guaranteed by the Company or such Domestic Subsidiary ranking equally with such
series of Notes and then existing or thereafter created) equally and ratably
with such Debt, so long as such Debt is so secured; provided, however, that the
foregoing restriction shall not apply to Permitted Liens.

      (b)   "Permitted Liens" means:

                                       53



            (1)   Liens on any property acquired, constructed or improved by the
      Company or any Domestic Subsidiary after the date hereof, which are
      created or assumed contemporaneously with or within three years after its
      acquisition, or completion of construction or improvement (or within six
      months thereafter pursuant to a firm commitment for financing arrangements
      entered into within that three-year period) to secure or provide for the
      payment of the purchase price or cost thereof, or Liens existing on any
      property at the time of its acquisition;

            (2)   Liens existing on any property, shares of stock or
      indebtedness acquired from a Person merged with or into the Company or a
      Domestic Subsidiary after the date hereof;

            (3)   with respect to any corporation that becomes a Domestic
      Subsidiary after the date hereof, Liens on property of, or shares of stock
      or indebtedness issued by, any such corporation existing at the time it
      becomes a Domestic Subsidiary and not incurred in connection with or in
      anticipation of such corporation becoming a Domestic Subsidiary;

            (4)   Liens to secure Debt of a Domestic Subsidiary owed to the
      Company or Debt of a Domestic Subsidiaries owed to another Domestic
      Subsidiary;

            (5)   Liens in favor of governmental bodies to secure partial,
      progress, advance or other payments pursuant to any contract or statute;

            (6)   any Lien existing on the date of the indenture; or

            (7)   Liens for the sole purpose of extending, renewing or replacing
      Debt, in whole or in part, secured by any Lien referred to above,
      provided, however, that the principal amount of Debt secured by that Lien
      shall not exceed the principal amount of Debt so secured at the time of
      such extension, renewal or replacement, and that such extension, renewal
      or replacement shall be limited to the property that secured the Lien so
      extended, renewed or replaced (plus improvements on such property).

      The limitation on Liens in subsection (a) will not apply to the issuance,
assumption or guarantee by the Company or any Domestic Subsidiary of Debt
secured by a Lien which would otherwise be subject to the foregoing restrictions
up to an aggregate amount which, together with all other Debt of the Company and
its Domestic Subsidiaries secured by Liens (not including Liens permitted under
the foregoing exceptions) and the Attributable Debt with respect to Sale and
Leaseback Transactions existing at that time (other than Sale and Leaseback
Transactions in which the property involved would have been permitted to be
subject to a Lien under clause (1) above) does not exceed 10% of Consolidated
Net Tangible Assets.

                                       54



      In the event that the Company shall hereafter secure any series of
securities equally and ratably with any other obligation or indebtedness
pursuant to the provisions of this Section, the Trustee is hereby authorized,
but not required, to enter into an indenture or agreement supplemental hereto
and to take such action, if any, as it may deem advisable to enable it to
enforce effectively the rights of the Holders of the Notes so secured, equally
and ratably with such other obligation or indebtedness.

      SECTION 1011. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. The Company
will not, nor will it permit any Domestic Subsidiary to, enter into any Sale and
Leaseback Transaction, unless:

            (a)   the Company or such Domestic Subsidiary would be entitled,
      either pursuant to the provisions of paragraphs (a) or (b) of Section
      10.10, to incur Debt secured by a Lien on such Principal Property without
      equally and ratably securing any of the Notes, or

            (b)   the Company or such Domestic Subsidiary shall, within 180 days
      of the effective date of any such arrangement, apply an amount equal to
      the proceeds from such Sale and Leaseback Transaction relating to such
      Principal Property (x) to the payment or other retirement of Debt incurred
      or assumed by the Company that ranks senior to or pari passu with the
      Notes (other than, in either case, Debt owed by the Company or any
      Subsidiary) or (y) to the purchase of Principal Property (other than the
      Principal Property involved in such sale).

      SECTION 1012. EXEMPTED INDEBTEDNESS. Notwithstanding Section 1010 and
Section 1011, the Company and any one or more Subsidiaries may, without securing
the Securities, issue, assume, or guarantee Secured Debt or enter into any Sale
and Leaseback Transaction which would otherwise be subject to the restrictions
of Section 1010 and Section 1011, provided that, after giving effect thereto,
the aggregate amount of such Secured Debt then outstanding (not including
Secured Debt permitted under the exceptions set forth in Section 1010) and the
Attributable Debt of Sale and Leaseback Transactions (other than Sale and
Leaseback Transactions in accordance with clause (a) or (b) of Section 1011) at
such time does not exceed 15% of Consolidated Net Assets.

                                   ARTICLE 11.

                            REDEMPTION OF SECURITIES

      SECTION 1101. 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 301
for such Securities) in accordance with this Article.

      SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of the
Company to redeem any Securities shall be evidenced by a Board Resolution or in
another

                                       55



manner specified as contemplated by Section 301 for such Securities. In case of
any redemption at the election of the Company of less than all the Securities of
any series (including any such redemption affecting only a single Security), 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 in writing 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 (a) prior
to the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, or (b) pursuant to an election
of the Company which is subject to a condition specified 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 or
condition.

      SECTION 1103. SELECTION OF TRUSTEE OF SECURITIES TO BE REDEEMED. If less
than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series, provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

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

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

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

                                       56



      SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall be given by
first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days
prior to the Redemption Date, to each Holder of Securities to be redeemed, at
his address appearing in the Security Register.

      All notices of redemption shall state:

      (1)   the Redemption Date,

      (2)   the Redemption Price, or if not then ascertainable, the manner of
calculation thereof,

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

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

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

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

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

      SECTION 1105. DEPOSIT OF REDEMPTION PRICE. Prior to any Redemption Date,
the Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

      SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of redemption
having been given as aforesaid, the Securities so to be redeemed shall, on the
Redemption Date, become due and payable at the Redemption Price therein
specified, and from and after such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest) such Securities shall
cease to bear interest. Upon surrender of any such Security for redemption in
accordance with said notice, such Security shall be paid by the Company at the
Redemption Price, together with accrued interest to the Redemption Date;
provided, however, that, unless otherwise specified as contemplated by Section
301, installments

                                       57



of interest whose Stated Maturity is on or prior to the Redemption Date will be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 307.

      If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

      SECTION 1107. SECURITIES REDEEMED IN PART. Any Security 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 12.

                                  SINKING FUNDS

      SECTION 1201. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of any
series except as otherwise specified as contemplated by Section 301 for such
Securities.

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

      SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES. The
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 any
Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities;
provided that the Securities to be so credited have not been previously so
credited. The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the Redemption Price,

                                       58



as specified in the Securities so to be redeemed, for redemption through
operation of the sinking fund and the amount of such sinking fund payment shall
be reduced accordingly.

      SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than 60
days prior to each sinking fund payment date for any Securities, the Company
will deliver to the Trustee an Officers' Certificate specifying the amount of
the next ensuing sinking fund payment for such Securities pursuant to the terms
of such Securities, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 1202 and stating the
basis for such credit and that such Securities have not been previously so
credited and will also deliver to the Trustee any Securities to be so delivered.
Not less than 30 days prior to each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                   ARTICLE 13.

                       DEFEASANCE AND COVENANT DEFEASANCE

      SECTION 1301. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO ELECT
DEFEASANCE OR COVENANT DEFEASANCE. Unless otherwise provided pursuant to Section
301, this Article 13 shall be applicable to the Securities of such series, and
the Company may at its option by Board Resolution, at any time, with respect to
the Securities of such series, elect to have either Section 1302 (if applicable)
or Section 1303 (if applicable) be applied to the Outstanding Securities of such
series upon compliance with the conditions set forth below in this Article 13.

      SECTION 1302. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of its
option (if any) to have this Section applied to any Securities or any series of
Securities, as the case may be, the Company shall be deemed to have been
discharged from its obligations with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section 1304 are
satisfied (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 such Securities and to have satisfied all its other
obligations under such Securities and this Indenture insofar as such Securities
are concerned (and the Trustee, at the expense of the 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 such Securities to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such Securities when payments
are due, (2) the Company's obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties
and immunities of the Trustee hereunder, and (4) this Article. Subject to
compliance with this Article, the Company may exercise its option (if any) to
have this Section

                                       59



applied to any Securities notwithstanding the prior exercise of its option (if
any) to have Section 1303 applied to such Securities.

      SECTION 1303. COVENANT DEFEASANCE. Upon the Company's exercise of its
option (if any) to have this Section applied to any Securities or any series of
Securities, as the case may be, (1) the Company shall be released from its
obligations under Sections 801, 1010 and 1011 and any other Sections or
covenants applicable to such Securities that are determined pursuant to Section
301 to be subject to this provision, and any covenants provided pursuant to
Section 301(19), 901(2) or 901(7) for the benefit of the Holders of such
Securities, and (2) the occurrence of any event specified in Section 501(4)
(with respect to Sections 801, 1010 and 1011 and any other Sections or covenants
applicable to such Securities that are determined pursuant to Section 301 to be
subject to this provision, and any such covenants provided pursuant to Sections
301(19), 901(2) or 901(7)) and 501(7) shall be deemed not to be or result in an
Event of Default, in each case with respect to such Securities as provided in
this Section on and after the date the conditions set forth in Section 1304 are
satisfied (hereinafter called "Covenant Defeasance"). For this purpose, such
Covenant Defeasance means that, with respect to such Securities, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such specified Section (to the extent
so specified in the case of Section 501(3)), whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or Article or by
reason of any reference in any such Section or Article to any other provision
herein or in any other document, but the remainder of this Indenture and such
Securities shall be unaffected thereby.

      SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to the application of Section 1302 or Section
1303 to any Securities or any series of Securities, as the case may be:

      (1)   The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this
Article applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, (A) in the case of Securities
of such series denominated in U.S. dollars, (i) money in an amount, (ii) 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
(iii) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying trustee)
to pay and discharge, the principal of and any premium and interest on such
Securities on the respective Stated Maturities or on the applicable Redemption
Date or Dates, in accordance with the terms of this Indenture and such
Securities. As used herein, U.S. "Government Obligation" means (x) any security
that is (i) a direct obligation of the United States of America for the payment
of which the full faith and credit of the United States of America is pledged or
(ii) an obligation of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the
United States of America,

                                       60



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) as custodian with respect to
any U.S. Government Obligation which is specified in Clause (x) above and held
by such bank for the account of the holder of such depositary receipt, or with
respect to any specific payment of principal of or interest on any U.S.
Government Obligation which is so specified and held, provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depositary receipt from any amount received
by the custodian in respect of the U.S. Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt or (B) in
the case of Securities of such series denominated in a currency other than the
U.S. dollar, (i) money in such currency in an amount, or (ii) Foreign Government
Obligations that through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later than one
day before the due date of any payment, money in such currency in an amount, or
(iii) 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 or on the
applicable Redemption Date or Dates, in accordance with the terms of this
Indenture and the Securities of such series. As used herein, "Foreign Government
Obligation" means (x) any security that is (i) a direct obligation of the
government that issued such currency for the payment of which full faith and
credit of such government is pledged or (ii) an obligation of a Person
controlled or supervised by and acting as an agency or instrumentality for such
government the payment of which is unconditionally guaranteed as a full faith
and credit obligation by such government, 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) as custodian with respect to any Foreign Government Obligation
which is specified in clause (x) and held by such bank for the account of the
holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any such Foreign Government Obligation which is so
specified and held, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depositary receipt from any amount received by the custodian in respect of
the Foreign Government Obligation or the specific payment of principal or
interest evidenced by such depositary receipt.

      (2)   In the event of an election to have Section 1302 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (A) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling or (B) since the date of this instrument, there has been a change in
the applicable Federal income tax law, in either case (A) or (B) to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit, Defeasance and discharge to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.

                                       61



      (3)   In the event of an election to have Section 1303 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel to the effect that the
Holders of such Securities will not recognize gain or loss for Federal income
tax purposes as a result of the deposit and Covenant Defeasance to be effected
with respect to such Securities and will be subject to Federal income tax on the
same amount, in the same manner and at the same times as would be the case if
such deposit and Covenant Defeasance were not to occur.

      (4)   The Company shall have delivered to the Trustee an Officer's
Certificate to the effect that neither such Securities nor any other Securities
of the same series, if then listed on any securities exchange, will be delisted
as a result of such deposit.

      (5)   No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities shall have occurred
and be continuing at the time of such deposit or, with regard to any such event
specified in Sections 501(5) 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).

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

      (9)   If the Securities are to be redeemed prior to the Stated Maturity
(other than from mandatory sinking fund payments or analogous payments), notice
of such redemption shall have been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee shall have been made.

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

      SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD
IN TRUST; MISCELLANEOUS PROVISIONS. Subject to the provisions of the last
paragraph of Section 1003, all money and U.S. Government Obligations or Foreign
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively as the Trustee) pursuant to Section 1304 in respect of

                                       62



any Securities shall be held in trust and applied by the Trustee, in accordance
with the provisions of such Securities and this Indenture, to the payment,
either directly or through any such Paying Agent (including the Company acting
as its own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations or
Foreign Government Obligations deposited pursuant to Section 1304 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding
Securities.

      Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations or Foreign Government Obligations held by
it as provided in Section 1304 with respect to any Securities that, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of an amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

      SECTION 1306. REINSTATEMENT. If the Trustee or the Paying Agent is unable
to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Section 1302 or 1303 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
1305 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.

      SECTION 1307. QUALIFYING TRUSTEE. Any trustee appointed pursuant to
Section 1304 hereof for the purpose of holding trust funds deposited pursuant to
that Section shall be appointed under an agreement in form acceptable to the
Trustee and shall provide to the Trustee a certificate of such trustee, upon
which certificate the Trustee shall be entitled to conclusively rely, that all
conditions precedent provided for herein to the related Defeasance or Covenant
Defeasance have been complied with. In no event shall the Trustee be liable for
any acts or omissions of said trustee.


                                       63



      IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                    ARCH COAL, INC.

                                    By: _______________________________
                                        [name]
                                        [title]

ATTEST:                                 _______________________________
                                        [name]
                                        [title]

                                        ___________________, as Trustee

                                    By: _______________________________
                                        [name]
                                        [title]

ATTEST:                                 _______________________________
                                        [name]
                                        [title]


                                       64

                                                                     EXHIBIT 4.7

                                 ARCH COAL, INC.

                                       and

                                 _____________,
                                     Trustee

                                    Indenture

                          Dated as of __________, 20__

                             ______________________

                          SUBORDINATED DEBT SECURITIES

                             ______________________



                                TABLE OF CONTENTS


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

ARTICLE 1.  DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION....................................   1
      SECTION 101. DEFINITIONS.........................................................................   1
      SECTION 102.  COMPLIANCE CERTIFICATES AND OPINIONS...............................................   7
      SECTION 103.  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.............................................   8
      SECTION 104.  ACTS OF HOLDERS; RECORD DATES......................................................   8
      SECTION 105.  NOTICES, ETC., TO TRUSTEE AND COMPANY..............................................  10
      SECTION 106.  NOTICES TO HOLDERS; WAIVER.........................................................  11
      SECTION 107.  CONFLICT WITH TRUST INDENTURE ACT..................................................  11
      SECTION 108.  EFFECT OF HEADINGS AND TABLE OF CONTENTS...........................................  11
      SECTION 109.  SUCCESSORS AND ASSIGNS.............................................................  11
      SECTION 110.  SEPARABILITY CLAUSE................................................................  11
      SECTION 111.  BENEFITS OF INDENTURE..............................................................  11
      SECTION 112.  GOVERNING LAW......................................................................  11
      SECTION 113.  LEGAL HOLIDAYS.....................................................................  12
ARTICLE 2.  SECURITY FORMS.............................................................................  12
      SECTION 201.  FORMS GENERALLY....................................................................  12
      SECTION 202.  FORM OF FACE OF SECURITY...........................................................  12
      SECTION 203.  FORM OF REVERSE OF SECURITY........................................................  14
      SECTION 204.  FORM OF LEGEND FOR GLOBAL SECURITIES...............................................  18
      SECTION 205.  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION....................................  18
ARTICLE 3.  THE SECURITIES.............................................................................  19
      SECTION 301.  AMOUNT UNLIMITED; ISSUABLE IN SERIES...............................................  19
      SECTION 302.  DENOMINATIONS......................................................................  22
      SECTION 303.  EXECUTION, AUTHENTICATION, DELIVERY AND DATING.....................................  22
      SECTION 304.  TEMPORARY SECURITIES...............................................................  23
      SECTION 305.  REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE................................  24
      SECTION 306.  MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES....................................  26
      SECTION 307.  PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.....................................  27


                                        i




                                                                                                      
      SECTION 308.  PERSONS DEEMED OWNERS..............................................................  28
      SECTION 309.  CANCELLATION.......................................................................  28
      SECTION 310.  COMPUTATION OF INTEREST............................................................  28
ARTICLE 4.  SATISFACTION AND DISCHARGE.................................................................  28
      SECTION 401.  SATISFACTION AND DISCHARGE OF INDENTURE............................................  28
      SECTION 402.  APPLICATION OF TRUST MONEY.........................................................  29
ARTICLE 5.  REMEDIES...................................................................................  30
      SECTION 501.  EVENTS OF DEFAULT..................................................................  30
      SECTION 502.  ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.................................  31
      SECTION 503.  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT; TRUSTEE......................  32
      SECTION 504.  TRUSTEE MAY FILE PROOFS OF CLAIM...................................................  32
      SECTION 505.  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES........................  33
      SECTION 506.  APPLICATION OF MONEY COLLECTED.....................................................  33
      SECTION 507.  LIMITATION ON SUITS................................................................  33
      SECTION 508.  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM
            AND INTEREST AND TO CONVERT................................................................  34
      SECTION 509.  RESTORATION OF RIGHTS AND REMEDIES.................................................  34
      SECTION 510.  RIGHTS AND REMEDIES CUMULATIVE.....................................................  35
      SECTION 511.  DELAY OR OMISSION NOT WAIVER.......................................................  35
      SECTION 512.  CONTROL BY HOLDERS.................................................................  35
      SECTION 513.  WAIVER OF PAST DEFAULTS............................................................  35
      SECTION 514.  UNDERTAKING FOR COSTS..............................................................  36
ARTICLE 6.  THE TRUSTEE................................................................................  36
      SECTION 601.  CERTAIN DUTIES AND RESPONSIBILITIES................................................  36
      SECTION 602.  NOTICE OF DEFAULTS.................................................................  37
      SECTION 603.  CERTAIN RIGHTS OF TRUSTEE..........................................................  37
      SECTION 604.  NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.............................  38
      SECTION 605.  MAY HOLD SECURITIES................................................................  39
      SECTION 606.  MONEY HELD IN TRUST................................................................  39
      SECTION 607.  COMPENSATION AND REIMBURSEMENT.....................................................  39


                                       ii




                                                                                                      
      SECTION 608.  CONFLICTING INTERESTS..............................................................  39
      SECTION 609.  CORPORATE TRUSTEE REQUIRED; ELIGIBILITY............................................  40
      SECTION 610.  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR..................................  40
      SECTION 611.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.............................................  41
      SECTION 612.  MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS........................  42
      SECTION 613.  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY..................................  42
      SECTION 614.  APPOINTMENT OF AUTHENTICATING AGENT................................................  43
ARTICLE 7.  HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY..........................................  44
      SECTION 701.  COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS..........................  44
      SECTION 702.  PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.............................  44
      SECTION 703.  REPORTS BY TRUSTEE.................................................................  45
ARTICLE 8.  CONSOLIDATION, MERGER OR SALE OF ASSETS....................................................  45
      SECTION 801.  CONSOLIDATION, MERGER OR SALE OF ASSETS BY THE COMPANY.............................  45
      SECTION 802.  SUCCESSOR SUBSTITUTED..............................................................  46
ARTICLE 9.  SUPPLEMENTAL INDENTURES....................................................................  46
      SECTION 901.  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.................................  46
      SECTION 902.  SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS....................................  47
      SECTION 903.  EXECUTION OF SUPPLEMENTAL INDENTURES...............................................  48
      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
      SECTION 907.  SUBORDINATION UNIMPAIRED...........................................................  49
ARTICLE 10.  COVENANTS.................................................................................  49
      SECTION 1001.  PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST........................................  49
      SECTION 1002.  MAINTENANCE OF OFFICE OR AGENCY...................................................  49
      SECTION 1003.  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.................................  50


                                       iii




                                                                                                      
      SECTION 1004.  COMMISSION REPORTS................................................................  51
      SECTION 1005.  COMPLIANCE CERTIFICATE............................................................  51
      SECTION 1006.  STAY, EXTENSION AND USURY LAWS....................................................  51
      SECTION 1007.  CORPORATE EXISTENCE...............................................................  52
      SECTION 1008.  WAIVER OF CERTAIN COVENANTS.......................................................  52
      SECTION 1009.  TAXES.............................................................................  52
ARTICLE 11.  REDEMPTION OF SECURITIES..................................................................  52
      SECTION 1101.  APPLICABILITY OF ARTICLE..........................................................  52
      SECTION 1102.  ELECTION TO REDEEM; NOTICE TO TRUSTEE.............................................  52
      SECTION 1103.  SELECTION OF TRUSTEE OF SECURITIES TO BE REDEEMED.................................  53
      SECTION 1104.  NOTICE OF REDEMPTION..............................................................  53
      SECTION 1105.  DEPOSIT OF REDEMPTION PRICE.......................................................  54
      SECTION 1106.  SECURITIES PAYABLE ON REDEMPTION DATE.............................................  54
      SECTION 1107.  SECURITIES REDEEMED IN PART.......................................................  55
ARTICLE 12.  SINKING FUNDS.............................................................................  55
      SECTION 1201.  APPLICABILITY OF ARTICLE..........................................................  55
      SECTION 1202.  SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.............................  55
      SECTION 1203.  REDEMPTION OF SECURITIES FOR SINKING FUND.........................................  55
ARTICLE 13.  DEFEASANCE AND COVENANT DEFEASANCE........................................................  56
      SECTION 1301.  APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO ELECT
            DEFEASANCE OR COVENANT DEFEASANCE..........................................................  56
      SECTION 1302.  DEFEASANCE AND DISCHARGE..........................................................  56
      SECTION 1303.  COVENANT DEFEASANCE...............................................................  57
      SECTION 1304.  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE...................................  57
      SECTION 1305.  DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD
            IN TRUST; MISCELLANEOUS PROVISIONS.........................................................  60
      SECTION 1306.  REINSTATEMENT.....................................................................  60
      SECTION 1307.  QUALIFYING TRUSTEE................................................................  61
ARTICLE 14.  SUBORDINATION OF SECURITIES...............................................................  61
      SECTION 1401.  DEBT SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS................................  61


                                       iv




                                                                                                      
      SECTION 1402.  TRUSTEE AND HOLDERS OF DEBT SECURITIES MAY RELY ON CERTIFICATE
            OF LIQUIDATING AGENT; TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO OWNERSHIP OF
            SENIOR INDEBTEDNESS; TRUSTEE NOT FIDUCIARY TO HOLDERS OF SENIOR INDEBTEDNESS...............  63
      SECTION 1403.  PAYMENT PERMITTED IF NO DEFAULT...................................................  64
      SECTION 1404.  TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION.................................  64
      SECTION 1405.  TRUSTEE TO EFFECTUATE SUBORDINATION...............................................  65
      SECTION 1406.  RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS................................  65
      SECTION 1407.  ARTICLE APPLICABLE TO PAYING AGENTS...............................................  65
      SECTION 1408.  SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF
            THE COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS..............................................  65


                                        v






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

                                       vi



         INDENTURE dated as of ___________, 20__ between ARCH COAL, INC., 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



         (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.

         "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.

         "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, 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, and delivered to the Trustee.

         "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.

                                        2


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

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

         "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.

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

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

         "Existing Subordinated Indebtedness" means ________________________.

         "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.

         "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.

         "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

                                        3


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.

         "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.

         "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


         (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, 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.

                                        5


         "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.

         "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.

         "Senior Indebtedness" means the principal of (and premium, if any) and
interest (including, without limitation, any post-petition interest) on any
indebtedness, whether outstanding as of the date hereof or thereafter created or
incurred, which is for (a) money borrowed by the Company, (b) obligations of the
Company evidencing the purchase price for acquisitions by the Company or a
subsidiary other than in the ordinary course of business, (c) money borrowed by
others and assumed or guaranteed by the Company (d) capitalized lease
obligations of the Company, (e) obligations under performance guarantees,
support agreements and other agreements in the nature thereof and (f) renewals,
extensions, refundings, amendments and modifications of any indebtedness, of the
kind described in the forgoing subclauses (a), (b), (c), (d) and (e) or of the
instruments creating or evidencing such indebtedness, unless, in each case, by
the terms of the instrument creating or evidencing such indebtedness or such
renewal, extension, refunding, amendment and modification, if it provided that
such indebtedness is not senior in right of payment to the Securities.

         "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,

                                        6


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:

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

                                        7


         (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 (subject to Section 601) conclusive in favor of the Trustee and the Company,
if made in the manner provided in this Section.

                                        8


         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, 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

                                        9


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 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.

                                       10


         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.

         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.

                                       11


         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.]

                 ARCH COAL, INC.

            No. ____________             $_____________

                                   CUSIP _______________

         Arch Coal, Inc., 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 _____________________,

                                       12


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 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.]]

                                       13


         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
Register or by wire transfer to an account maintained by the Person entitled
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: ________________

         ARCH COAL, INC.

         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 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 --

                                       14


         (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,



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 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 Price for               Redemption Price for
                  Redemption Through                Redemption Otherwise
                   Operation of the                Than Through Operation
Year                 Sinking Fund                    of the Sinking Fund
- ----             --------------------              ----------------------
                                             


                                       15


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.]

         [Insert paragraph regarding subordination of the Security.]

         [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 Securities of this series may be declared
due and payable in the manner and with the effect provided in the Indenture.]

                                       16


         [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.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of

                                       17


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:

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

                             __________, as Trustee

                                       18


                                             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;

         (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;

                                       19


         (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;

                                       20


         (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
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 Events of Default which apply 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 10
which applies to Securities of the series;

         (20) if applicable, that the subordination provisions in Article 14
shall apply to the Securities of the series or that any different subordination
provisions, including different definitions of the terms "Senior Indebtedness"
or "Existing Subordinated Indebtedness," shall apply to Securities of the
series; and

         (21) 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.

                                       21


         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.

         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 Chief Executive Officer, 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

                                       22


         (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 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 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 of an authorized officer, and such
certificate upon any Security shall be conclusive evidence, and the only
evidence, that such Security has been duly authenticated and delivered
hereunder. Notwithstanding the foregoing, if any Security shall have been
authenticated and delivered hereunder but never issued and sold by the Company,
and the Company shall deliver such Security to the Trustee for cancellation as
provided in Section 309, for all purposes of this Indenture such Security shall
be deemed never to have been authenticated and delivered hereunder and shall
never be entitled to the benefits of this Indenture.

         SECTION 304. TEMPORARY SECURITIES. Pending the preparation of
definitive Securities of any series, the 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

                                       23


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

         SECTION 305. REGISTRATION, REGISTRATION OF TRANSFER AND EXCHANGE. The
Company shall cause to be kept at the Corporate Trust Office of the Trustee a
register (the register maintained in such office or in any other office or
agency of the Company in a Place of Payment being herein sometimes 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 a series
at the office or agency of the Company 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 like tenor and
aggregate principal amount.

         At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
like tenor and aggregate principal amount, upon surrender of the Securities to
be exchanged at such office or agency. Whenever any Securities are so
surrendered for exchange, the 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 may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

                                       24


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

         The provisions of Clauses (1), (2), (3), (4), (5) and (6) below shall
apply only to Global Securities:

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

         (2) Notwithstanding any other provision in this Indenture, no Global
Security may be exchanged in whole or in part for Securities registered, and no
transfer of a Global Security in whole or in part may be registered, in the name
of any Person other than the Depositary for such Global Security or a nominee
thereof unless (A) such Depositary (i) has notified the Company that it is
unwilling or unable to continue as Depositary for such Global Security or (ii)
has ceased to be a clearing agency registered under the Exchange Act, (B) there
shall have occurred and be continuing an Event of Default with respect to such
Global Security or (C) there shall exist such circumstances, if any, in addition
to or in lieu of the foregoing as have been specified for this purpose as
contemplated by Section 301.

         (3) Subject to the provisions of Clause (2) above, the rights of
holders of such Global Securities shall be exercised only through the Depositary
and shall be limited to those established by law and agreements between such
holders and the Depositary and or the Depositary participants. The initial
Depositary will make book-entry transfers among the Depositary participants and
receive and transmit distributions of principal and interest on the Global
Securities to such Depositary participants.

         The Depositary may be treated by the Company and the Trustee, and any
of their respective agents, employees, officers and directors, as the absolute
owner of the Global Securities for all purposes whatsoever. Notwithstanding the
foregoing, nothing in this Indenture shall prevent the Company and the Trustee,
or any of their respective agents, from giving effect to any written
certification, proxy or other authorization furnished by the Depositary, or
shall impair the operation of customary practices governing the exercise of the
rights of a holder of any Global Security. Subject to the foregoing provisions
of this Section, any holder may grant proxies and otherwise authorize any person
to take any action which a holder is entitled to take under this Indenture or
the Global Securities.

         (4) Subject to Clause (2) above, any exchange of a Global Security for
other Securities may be made in whole or in part, and all Securities issued in
exchange for a Global

                                       25


Security or any portion thereof shall be registered in such names as the
Depositary for such Global Security shall direct.

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

         (6) None of the Company, the Trustee nor any agent of the Company or
the Trustee will have any responsibility or liability for any aspect of the
records relating to or payments made on account of beneficial ownership
interests of a Global Security or maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

         SECTION 306. MUTILATED, DESTROYED, LOST OR 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
lieu of any destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities 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.

                                       26


         SECTION 307. PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED. Except as
otherwise provided as contemplated by Section 301 with respect to any series of
Securities, interest on any Security which is payable, and is punctually paid or
duly provided for, on any Interest Payment Date shall be paid to the Person in
whose name that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

         Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the 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 name 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 any 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, 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
therefore 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.

                                       27


         SECTION 308. PERSONS DEEMED OWNERS. Prior to due presentment of a
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name such Security is
registered as the owner of such Security for the purpose of receiving payment of
principal of and any premium and (subject to Section 307) any interest on such
Security and for all other purposes whatsoever, whether or not such Security be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

         SECTION 309. CANCELLATION.

         All Securities surrendered for payment, redemption, registration of
transfer or exchange 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 accordance
with its customary procedure, unless otherwise directed by a Company Order.

         SECTION 310. COMPUTATION OF INTEREST. Except as otherwise specified as
contemplated by Section 301 for Securities of any series, interest on the
Securities of each series shall be computed on the basis of a 360-day year of
twelve 30-day months.

                                   ARTICLE 4.

                           SATISFACTION AND DISCHARGE

         SECTION 401. 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 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 306 and
         (ii) Securities for whose payment money has theretofore been deposited
         in trust or segregated and held in trust by the Company and

                                       28


         thereafter repaid to the Company or discharged from such trust, as
         provided in Section 1003) have been delivered to the Trustee for
         cancellation; or

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

                      (i) have become due and payable, or

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

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

         and the Company, in the case of (i) (ii) or (iii) above, has deposited
         or caused to be deposited with the Trustee as trust funds in trust for
         the purpose money (either in United States dollars or such other
         currency or currency units in which the Securities of any series may be
         payable) in 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 607, the obligations of
the Company to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (b) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

         SECTION 402. APPLICATION OF TRUST MONEY. Subject to the provisions of
the last paragraph of Section 1003, all money deposited with the Trustee
pursuant to Section 401 shall be held in trust and applied by it, in accordance
with the provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the 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.

                                       29


                                   ARTICLE 5.

                                    REMEDIES

         SECTION 501. EVENTS OF DEFAULT. Event of Default, wherever used herein
with respect to Securities of any series, means any 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), except as otherwise specified as
contemplated by Section 301 for Securities of any series:

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

         (2) default in the payment of the principal of or any premium on any
Security of that series when due, whether at its Maturity, upon acceleration or
otherwise; or

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

         (4) default in the performance, or breach, of any covenant, agreement
or warranty of the Company for the benefit of the Holders of the Security in
this Indenture (other than a covenant, agreement 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, a Significant Subsidiary
or any group of subsidiaries that, taken as a whole, would constitute a
Significant Subsidiary 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 as bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement,
adjustment or composition of or in respect of the Company, a Significant
Subsidiary or any group of subsidiaries that, taken as a whole, would constitute
a Significant Subsidiary under any applicable Federal or State law, or
appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or
other similar official of the Company, a Significant Subsidiary or any group of
subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
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.




                                       30


         SECTION 502. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default (other than an Event of Default specified in Section 501(5) or
501(6)) with respect to Securities of any series at the time Outstanding occurs
and is continuing, then in every such case the Trustee or the Holders of not
less than 25% in principal amount of the Outstanding Securities of that series
may declare the principal amount of all the Securities of that series (or, if
any Securities of that series are Original Issue Discount Securities, such
portion of the principal amount of such Securities as may be specified by the
terms thereof) to be due and payable immediately, by a notice in writing to the
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. If an Event of Default specified in Section 501(5) or 501(6) with
respect to Securities of any series at the time Outstanding occurs, the
principal amount of all the Securities of that series (or, if any Securities of
that series are Original Issue Discount Securities, such portion of the
principal amount of such Securities as may be specified by the terms thereof)
shall automatically, and without any declaration or other action on the part of
the Trustee or any Holder, become immediately due and payable.

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

                                       31


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

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

                  (D) all sums paid or advanced by the Trustee hereunder and the
         reasonable compensation, expenses, disbursements and advances of the
         Trustee, its agents and counsel; 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 513.

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

         SECTION 503. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT;
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 whether at the Maturity or upon acceleration or otherwise
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 most effectual
to protect and enforce any such rights, whether for the specific enforcement of
any covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy.

         SECTION 504. TRUSTEE MAY FILE PROOFS OF CLAIM. In case of any judicial
proceeding relative to the Company (or any other obligor upon the Securities),
its property or its creditors, the Trustee shall be entitled and empowered, by
intervention in such proceeding or otherwise, to take any and all actions
authorized under the Trust Indenture Act in order to have claims of the Holders
and the Trustee allowed in any such proceeding. In particular, the Trustee

                                       32


shall be authorized to collect and receive any moneys or other property payable
or deliverable on any such claims and to distribute the same; and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 607.

         No provision of this Indenture shall be deemed to authorize the Trustee
to authorize or consent to or accept or adopt on behalf of any Holder any plan
of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding; provided,
however, that the Trustee may, on behalf of the Holders, vote for the election
of a trustee in bankruptcy or similar official and be a member of a creditors'
or other similar committee.

         SECTION 505. TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES. All rights of action and claims under this Indenture or the
Securities may be prosecuted and enforced by the Trustee without the possession
of any of the Securities or the production thereof in any proceeding relating
thereto, and any such proceeding instituted by the Trustee shall be brought in
its own name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for the
ratable benefit of the Holders of the Securities in respect of which such
judgment has been recovered.

         SECTION 506. APPLICATION OF MONEY COLLECTED. Any money collected by the
Trustee pursuant to this Article shall be applied in the following order, at the
date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal or any premium or interest, upon presentation of
the Securities and the notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

         First, to the payment of all amounts due the Trustee under Section 607;
and

         Second, subject to Article 14, 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.

         Third, to the Company or any other Person or Persons entitled thereto.

         SECTION 507. LIMITATION ON SUITS.

                                       33


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

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

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

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

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

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

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

         SECTION 508. UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST AND TO CONVERT. Notwithstanding any other provision in this
Indenture, the Holder of any Security shall have the right, which is absolute
and unconditional, to receive payment of the principal of and any premium and
(subject to Section 307) interest on such Security on the respective Stated
Maturities expressed in such Security (or, in the case of redemption, on the
Redemption Date) and to convert such Security in accordance with the provisions
in the form of Security of any particular series pursuant to Section 301(9) and
to institute suit for the enforcement of any such payment and right to convert,
and such rights shall not be impaired without the consent of such Holder.

         SECTION 509. RESTORATION OF RIGHTS AND REMEDIES. If the Trustee or any
Holder has instituted any proceeding to enforce any right or remedy under this
Indenture and such proceeding has been discontinued or abandoned for any reason,
or has been determined adversely to the Trustee or to such Holder, then and in
every such case, subject to any determination in such proceeding, the Company,
the Trustee and the Holders shall be restored severally and respectively to
their former positions hereunder and thereafter all rights and remedies of the
Trustee and the Holders shall continue as though no such proceeding had been
instituted.

                                       34


         SECTION 510. RIGHTS AND REMEDIES CUMULATIVE. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Securities in the last paragraph of Section 306, no right or
remedy herein conferred upon or reserved to the Trustee or to the Holders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         SECTION 511. DELAY OR OMISSION NOT WAIVER. No delay or omission of the
Trustee or of any Holder of any Securities to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article or by law to the Trustee or to the
Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

         SECTION 512. CONTROL BY HOLDERS. The Holders of a majority in principal
amount of the Outstanding Securities of any series shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee, with respect to the Securities of such series, provided that:

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

         (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 601, 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
proceeding so directed would involve the Trustee in personal liability.

         SECTION 513. WAIVER OF PAST DEFAULTS. The Holders of not less than a
majority in principal amount of the Outstanding Securities of any series may on
behalf of the Holders of all the Securities of such series waive any past
default hereunder with respect to such series and its consequences, except a
default:

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

         (2) in respect of a covenant or provision hereof which under Article 9
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

                                       35


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

         SECTION 514. UNDERTAKING FOR COSTS. In any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Trustee for
any action taken, suffered or omitted by it as Trustee, a court may require any
party litigant in such suit to file an undertaking to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; provided that neither this
Section nor the Trust Indenture Act shall be deemed to authorize any court to
require such an undertaking or to make such an assessment in any suit instituted
by the Company.

                                   ARTICLE 6.

                                   THE TRUSTEE

         SECTION 601. CERTAIN DUTIES AND RESPONSIBILITIES. The Trustee, prior to
the occurrence of an Event of Default and after the curing or waiving of all
Events of Default which may have occurred, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture. In case an
Event of Default to the actual knowledge of a Responsible Officer of the Trustee
has occurred, has not been waived 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 man would exercise or
use under the circumstances in the conduct of his own affairs.

         No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent actions, its own negligent failure
to act or its own willful misconduct, except that:

         (1) prior to the occurrence of an Event of Default and after the curing
or waiving of all such Events of Default which may have occurred;

                  (a) the duties and obligations of the Trustee shall be
         determined solely by the express provisions of this Indenture, and the
         Trustee shall not be liable except for the performance of such duties
         and obligations as are specifically set forth in this Indenture, and no
         implied covenants or obligations shall be read into this Indenture
         against the Trustee; and

                  (b) in the absence of bad faith on the part of the Trustee,
         the Trustee may conclusively rely, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon any
         statements, certificates or opinions furnished to the Trustee and
         conforming to the requirements of this Indenture; but in the case of
         any such statements, 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 conform to the requirements of this Indenture;

                                       36


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

         (3) the Trustee shall not be liable with respect to any action taken or
omitted to be taken by it in good faith in accordance with the direction of the
Holders of not less than a majority in principal amount of the Securities at the
time outstanding relating to the time, method and place of conducting a
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred upon the Trustee, under this Indenture.

None of the provisions contained in this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur personal financial liability in
the performance of any of its duties or in the exercise of any of its rights or
powers, if there shall be reasonable ground for believing that the repayment of
such funds or adequate indemnity against such liability is not reasonably
assured to it.

         This Section is in furtherance of and subject to Sections 315 and 316
of the Trust Indenture Act.

         SECTION 602. NOTICE OF DEFAULTS. If a default occurs and is continuing
with respect to the Securities of any series and if it is known to a Responsible
Officer of the Trustee, the Trustee shall give the Holders of the Securities of
such series, notice of such default within 90 days after it occurs or, if later,
after a Responsible Officer of the Trustee has knowledge of such default. Except
in the case of a default in payment of principal of, premium on or interest on
any Security of any series, the Trustee may withhold the notice if and so long
as its corporate trust committee or a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the
Holders of Securities of that series. For purposes of this Section, the term
default means any event that is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.

         SECTION 603. CERTAIN RIGHTS OF TRUSTEE. Subject to the provisions of
Section 601:

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

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

         (3) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action

                                       37


hereunder, the Trustee (unless other evidence be herein specifically prescribed)
may, in the absence of bad faith on its part, rely upon an Officers'
Certificate;

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

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

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

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

         (8) in the event the Trustee is also acting as Paying Agent,
Authenticating Agent or Security Registrar hereunder, the rights and protections
afforded to the Trustee pursuant to this Indenture shall also be afforded to
such Paying Agent, Authenticating Agent or Security Registrar;

         (9) the Trustee shall not be charged with knowledge of an Event of
Default unless a Responsible Officer of the Trustee obtains actual knowledge of
such event or the Trustee receives written notice of such event from the Company
or from Holders of Securities of any series so affected evidencing no less than
51% of the aggregate outstanding principal amount of Securities of such series;
and

         (10) without prejudice to any other rights available to the Trustee
under applicable law, when the Trustee incurs expenses or renders services in
connection with an Event of Default specified in Section 501(5) or Section
501(6), such expenses (including the fees and expenses of its counsel) and the
compensation for such services are intended to constitute expenses of
administration under any bankruptcy or insolvency law.

         SECTION 604. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the

                                       38


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

         SECTION 605. MAY HOLD SECURITIES. The Trustee, any Authenticating
Agent, any Paying Agent, any Security Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal
with the Company with the same rights it would have if it were not Trustee,
Authenticating Agent, Paying Agent, Security Registrar or such other agent.

         SECTION 606. MONEY HELD IN TRUST. Money held by the Trustee in trust
hereunder need not be segregated from other funds except to the extent required
by law. The Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed with the Company.

         SECTION 607. COMPENSATION AND REIMBURSEMENT. The Company agrees:

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

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

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

         As security for the performance of the obligations of the Company under
this Section, the Trustee shall have a lien prior to the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the Holders of particular Securities.

         SECTION 608. CONFLICTING INTERESTS. If the Trustee has or shall acquire
a conflicting interest within the meaning of the Trust Indenture Act, the
Trustee shall either eliminate such interest or resign, to the extent and in the
manner provided by, and subject to the provisions of, the Trust Indenture Act
and this Indenture. To the extent permitted by such Act, the Trustee shall not
be deemed to have a conflicting interest by virtue of being a trustee under this
Indenture with respect to Securities of more than one series.

                                       39


         SECTION 609. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. There shall at
all times be a Trustee hereunder, which may be Trustee hereunder for Securities
of one or more other series. Each Trustee shall be a Person that is eligible
pursuant to the Trust Indenture Act to act as such and has a combined capital
and surplus of at least $50,000,000 and has its Corporate Trust Office in the
City of New York. If any such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section and to the extent permitted by
the Trust Indenture Act, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee with respect to the
Securities of any series shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

         SECTION 610. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. No
resignation or removal of the Trustee and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

         The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been delivered to the Trustee within 30 days after the giving of such
notice of resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

         The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

         If at any time:

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

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

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

then, in any such case, (A) the Company by a Board Resolution may remove the
Trustee with respect to all Securities, or (B) subject to Section 514, any
Holder who has been a bona fide

                                       40


Holder of a Security for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the
removal of the Trustee with respect to all Securities and the appointment of a
successor Trustee or Trustees.

         If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to the Securities of any series shall be appointed by act of the Holders
of a majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

         The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its corporate trust office.

         SECTION 611. ACCEPTANCE OF APPOINTMENT BY SUCCESSOR. In case of the
appointment hereunder of a successor Trustee with respect to all Securities,
every such successor Trustee so appointed shall execute, acknowledge and deliver
to the Company and to the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee; but, on the request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

         In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which

                                       41


(1) shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of that
or those series to which the appointment of such successor Trustee relates, (2)
if the retiring Trustee is not retiring with respect to all Securities, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Trustee with
respect to the Securities of that or those series as to which the retiring
Trustee is not retiring shall continue to be vested in the retiring Trustee, and
(3) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Trustee, it being understood that nothing herein or
in such supplemental indenture shall constitute such Trustees co-trustees of the
same trust and that each such Trustee shall be trustee of a trust or trusts
hereunder separate and apart from any trust or trusts hereunder administered by
any other such Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Trustee shall become
effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates; but, on request of the Company or any successor Trustee, such
retiring Trustee shall duly assign, transfer and deliver to such successor
Trustee all property and money held by such retiring Trustee hereunder with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates.

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

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article. No trustee hereunder shall be liable for the acts or omissions of
any successor Trustee.

         SECTION 612. MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS. Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be otherwise qualified and eligible under this Article,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto. In case any Securities shall have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Securities so authenticated with the same effect
as if such successor Trustee had itself authenticated such Securities.

         SECTION 613. PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY. If and
when the Trustee shall be or become a creditor of the Company (or

                                       42


any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

         SECTION 614. APPOINTMENT OF AUTHENTICATING AGENT. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon original issue and upon
exchange, registration of transfer or partial redemption thereof or pursuant to
Section 306, and Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

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

                                       43



         The Company agrees to pay to each Authenticating Agent from time to
time reasonable compensation for its services under this Section. If an
appointment with respect to one or more series is made pursuant to this Section,
the Securities of such series may have endorsed thereon, in addition to the
Trustee's certificate of authentication, an alternative certificate of
authentication in the following form:

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

                                       __________, as Trustee

                                       By: _____________________________________
                                               As Authenticating Agent

                                       By: _____________________________________
                                               Authorized Officer

                                   ARTICLE 7.

                HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

         SECTION 701. COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
The Company will furnish or cause to be furnished to the Trustee,

         (1) semi-annually, not later than June 30 and December 31 in
each year, a list in such form as the Trustee may reasonably require, of the
names and addresses of the Holders of Securities of each series as of the
preceding June 30 or December 31 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 702. PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.
The Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of Holders contained in the most recent list furnished
to the Trustee as provided in Section 701 and the names and addresses of Holders
received by the Trustee in its capacity as Security Registrar. The Trustee may
destroy any list furnished to it as provided in Section 701 upon receipt of a
new list so furnished.

                                       44



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

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

         SECTION 703. REPORTS BY TRUSTEE. The Trustee shall transmit to the
Holders such reports concerning the Trustee and its actions under this Indenture
as may be required pursuant to the Trust Indenture Act at the times and in the
manner provided pursuant thereto.

         Reports so required to be transmitted at stated intervals of not more
than 12 months shall be transmitted no later than _______ in each calendar year,
commencing in __________.

         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.

                                   ARTICLE 8.

                     CONSOLIDATION, MERGER OR SALE OF ASSETS

         SECTION 801. CONSOLIDATION, MERGER OR SALE OF ASSETS BY THE COMPANY.The
Company shall not consolidate with or merge into any other Person or sell,
assign, convey or transfer or otherwise dispose of all or substantially all of
its properties and assets to any Person, unless:

                  (a) the Person formed by such consolidation or into which the
         Company is merged or the Person which acquires by conveyance or
         transfer the properties and assets of the Company shall be a Person
         organized and validly existing under the laws of the United States of
         America, any State thereof or the District of Columbia, and shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the due
         and punctual payment of the principal of (and premium, if any) and
         interest on all the Notes and the performance of every covenant of this
         Indenture on the part of the Company to be performed or observed;

                  (b) immediately after giving effect to such transaction, no
         Event of Default, and no event which, after notice or lapse of time, or
         both, would become an Event of Default, shall have occurred and be
         continuing; and

                  (c) the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel each stating that such
         consolidation, merger, conveyance or transfer

                                       45



         and such supplemental indenture comply with paragraphs (a) and (b) of
         this section 801 and that all conditions precedent herein provided for
         relating to such transaction have been complied with.

         SECTION 802. SUCCESSOR SUBSTITUTED. Upon any consolidation of the
Company with, or merger of the Company into, any other Person or any conveyance
or transfer of all or substantially all of the properties and assets of the
Company in accordance with Section 801, the successor Person formed by such
consolidation or into which the Company is merged or to which such conveyance or
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 successor Person had been named as the Company herein, and thereafter
the predecessor Person shall be relieved of all obligations and covenants under
this Indenture and the Securities.

                                   ARTICLE 9.

                             SUPPLEMENTAL INDENTURES

         SECTION 901. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

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

         (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;

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

         (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;

         (5) to add to, change or eliminate any of the provisions of this
Indenture in respect to one or more series of Securities, provided that any such
addition, change or elimination (A) shall neither (i) apply to any Security or
series created prior to the execution of such supplemental

                                       46



indenture and entitled to the benefit of such provision nor (ii) modify the
rights of the Holder of any such Security with respect to such provision or (B)
shall become effective only when there is no such Security Outstanding;

         (6) to secure the Securities;

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

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

         (9) subject to Section 907, to add to, change or eliminate any of the
provisions of Article 14 or change the definition of Senior Indebtedness in
respect of one or more series of Securities, including Outstanding Securities;

         (10)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 (10)
shall not adversely affect the interests of the Holders of Securities of any
series in any material respect; or

         (11) to make provisions with respect to the conversion rights of
Holders, including providing for the conversion of the Securities into any
security or securities of the Company.

         SECTION 902. SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS. With the
consent of the Holders of not less than a majority in principal amount of the
Outstanding Securities of each series affected by such supplemental indenture,
by Act of said Holders delivered to the Company and the Trustee, the Company,
when authorized by a Board Resolution, and the Trustee may enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Indenture, or of modifying in any manner the rights of the Holders of
Securities of such series under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Security affected thereby:

         (1) change the Stated Maturity of the principal of, or any installment
of principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon (including any change in the index,
indices or formula pursuant to which such rate is determined that would reduce
such rate for any period) or any premium payable upon the redemption

                                       47



thereof, change the right to convert any Security in accordance with the
provisions in the form of such Security pursuant to Section 301(9) hereof, or
reduce the amount of the principal of an Original Issue Discount Security or any
other Security which would be due and payable upon a declaration of acceleration
of the Maturity thereof pursuant to Section 502, or change any Place of Payment
where, or the coin or currency in which, any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the enforcement of
any such payment on or after the Stated Maturity thereof (or, in the case of
redemption, on or after the Redemption Date) or any such right to convert, or
modify the provisions of this Indenture with respect to the subordination of the
Securities in a manner adverse to the Holders, 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

         (3) modify any of the provisions of this Section, Section 513 or
Section 1008, 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 and Section 1008, or the deletion of this proviso, in
accordance with the requirements of Sections 611 and 901(8).

         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 of Holders shall approve the substance thereof.

         SECTION 903. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
accepting the additional trusts created by, any supplemental indenture permitted
by this Article or the modifications thereby of the trusts created by this
Indenture, the Trustee shall be entitled to receive, and (subject to Section
601) shall be fully protected in relying upon, an Opinion of Counsel stating
that the execution of such supplemental indenture is authorized or permitted by
this Indenture. The Trustee may, but shall not be obligated to, enter into any
such supplemental indenture which affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

                                       48



         SECTION 904. EFFECT OF SUPPLEMENTAL INDENTURES. Upon the execution of
any supplemental indenture under this Article, this Indenture shall be modified
in accordance therewith, and such supplemental indenture shall form a part of
this Indenture for all purposes; and every Holder of Securities theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby.

         SECTION 905. CONFORMITY WITH THE TRUST INDENTURE ACT. Every
supplemental indenture executed pursuant to this Article shall conform to the
requirements of the Trust Indenture Act.

         SECTION 906. REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURE.
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.

         SECTION 907. SUBORDINATION UNIMPAIRED. No provision in any supplemental
indenture that affects the superior position of holders of Senior Indebtedness
shall be effective against holders of Senior Indebtedness.

                                   ARTICLE 10.

                                    COVENANTS

         SECTION 1001. PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST. The Company
covenants and agrees for the benefit of the Holders of Securities that it will
duly and punctually pay the principal of and any premium and interest on the
Securities in accordance with the terms of such Securities and this Indenture.

         SECTION 1002. MAINTENANCE OF OFFICE OR AGENCY. The Company will
maintain in each 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 will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

                                       49



         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 will give prompt written notice to the Trustee of any such
designation or rescission and of any change in the location of any such other
office or agency.

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

                                       50



of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in the Borough of Manhattan, The City of
New York, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

         SECTION 1004. COMMISSION REPORTS. The Company shall deliver to the
Trustee, within 15 days after it files them with the Commission, copies of the
annual reports and of the information, documents, and other reports (or copies
of such portions of any of the foregoing as the Commission may by rules and
regulations prescribe) which the Company is required to file with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act. The Company also shall
comply with the other provisions of Section 314(a) of the Trust Indenture Act.

         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 Officers' Certificates).

         SECTION 1005. COMPLIANCE CERTIFICATE.

         (1) The Company shall deliver to the Trustee, within 120 days after the
end of each fiscal year of the Company, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the officers
signing the Officers' Certificate, with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such officer signing such Officers'
Certificate, that to the best of his knowledge the Company has kept, observed,
performed and fulfilled each and every covenant (without regard to periods of
grace or notice requirements) contained in this Indenture and is not in default
in the performance or observance of any of the terms, provisions and conditions
hereof (or, if a Event of Default shall have occurred, describing all such
Events of Default of which he may have knowledge).

         (2) The Company will, so long as any of the Securities are outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Event of Default,
an Officers' Certificate specifying such Event of Default and what action the
Company is taking or proposes to take with respect thereto.

         SECTION 1006. STAY, EXTENSION AND USURY LAWS. The Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay, extension or usury law wherever enacted, now or at any time hereafter
in force, which may affect the covenants or the performance of this Indenture or
the Securities; and the Company (to the extent it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law and covenants that it

                                       51



will not, by resort to any such law, 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 has been enacted.

         SECTION 1007. CORPORATE EXISTENCE. Subject to Article 8, the Company
will do or cause to be done all things necessary to preserve and keep in full
force and effect its corporate existence and the corporate, partnership or other
existence of each Significant Subsidiary in accordance with the respective
organizational documents of each Significant Subsidiary and the rights (charter
and statutory), licenses and franchises of the Company and its Significant
Subsidiaries; provided, however, that the Company shall not be required to
preserve any such right, license or franchise, or the corporate, partnership or
other existence of any Significant Subsidiary, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries taken as a whole and that the
loss thereof is not adverse in any material respect to the Holders.

         SECTION 1008. WAIVER OF CERTAIN COVENANTS. Except as otherwise
specified as contemplated by Section 301 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 provided pursuant to Section 301(19), 901(2) or 901(7) for the
benefit of the Holders of such series, if before the time for such compliance
the Holders of at least a majority in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

         SECTION 1009. TAXES. The Company shall, and shall cause each of its
Significant Subsidiaries to, pay prior to delinquency all taxes, assessments and
governmental levies, except as contested in good faith and by appropriate
proceedings.

                                   ARTICLE 11.

                            REDEMPTION OF SECURITIES

         SECTION 1101. 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
301 for such Securities) in accordance with this Article.

         SECTION 1102. ELECTION TO REDEEM; NOTICE TO TRUSTEE. The election of
the Company to redeem any Securities shall be evidenced by a Board Resolution or
in another manner specified as contemplated by Section 301 for such Securities.
In case of any redemption at the election of the Company of less than all the
Securities of any series (including any such redemption affecting only a single
Security), the Company shall, at least 60 days prior to the

                                       52



Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee in writing 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 (a) prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, or (b) pursuant to an election of the Company which is subject to a
condition specified 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 or condition.

         SECTION 1103. SELECTION OF TRUSTEE OF SECURITIES TO BE REDEEMED. If
less than all the Securities of any series are to be redeemed (unless all the
Securities of such series and of a specified tenor are to be redeemed or unless
such redemption affects only a single Security), the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee, from the Outstanding Securities of such series not previously
called for redemption, by such method as the Trustee shall deem fair and
appropriate and which may provide for the selection for redemption of a portion
of the principal amount of any Security of such series, provided that the
unredeemed portion of the principal amount of any Security shall be in an
authorized denomination (which shall not be less than the minimum authorized
denomination) for such Security. If less than all the Securities of such series
and of a specified tenor are to be redeemed (unless such redemption affects only
a single Security), the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
Outstanding Securities of such series and specified tenor not previously called
for redemption in accordance with the preceding sentence.

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

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

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

         SECTION 1104. NOTICE OF REDEMPTION. Notice of redemption shall be given
by first-class mail, postage prepaid, mailed not less than 30 nor more than 60
days prior to the Redemption Date, to each Holder of Securities to be redeemed,
at his address appearing in the Security Register.

         All notices of redemption shall state:

                                       53



         (1) the Redemption Date,

         (2) the Redemption Price, or if not then ascertainable, the manner of
calculation thereof,

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

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

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

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

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

         SECTION 1105. DEPOSIT OF REDEMPTION PRICE. Prior to any Redemption
Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if
the Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 1003) an amount of money sufficient to pay the Redemption
Price of, and (except if the Redemption Date shall be an Interest Payment Date)
accrued interest on, all the Securities which are to be redeemed on that date.

         SECTION 1106. SECURITIES PAYABLE ON REDEMPTION DATE. Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price
therein specified, and from and after such date (unless the Company shall
default in the payment of the Redemption Price and accrued interest) such
Securities shall cease to bear interest. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, unless otherwise specified as
contemplated by Section 301, installments of interest whose Stated Maturity is
on or prior to the Redemption Date will be payable to the Holders of such
Securities, or one or more Predecessor Securities, registered as such at the
close of business on the relevant Record Dates according to their terms and the
provisions of Section 307.

                                       54



         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and any premium shall, until
paid, bear interest from the Redemption Date at the rate prescribed therefor in
the Security.

         SECTION 1107. SECURITIES REDEEMED IN PART. Any Security 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 12.

                                  SINKING FUNDS

         SECTION 1201. APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to any sinking fund for the retirement of Securities of any
series except as otherwise specified as contemplated by Section 301 for such
Securities.

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

         SECTION 1202. SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.
The 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 any
Securities of such series required to be made pursuant to the terms of such
Securities as and to the extent provided for by the terms of such Securities;
provided that the Securities to be so credited have not been previously so
credited. The Securities to be so credited shall be received and credited for
such purpose by the Trustee at the Redemption Price, as specified in the
Securities so to be redeemed, for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

         SECTION 1203. REDEMPTION OF SECURITIES FOR SINKING FUND. Not less than
60 days prior to each sinking fund payment date for any Securities, the Company
will

                                       55



deliver to the Trustee an Officers' Certificate specifying the amount of the
next ensuing sinking fund payment for such Securities pursuant to the terms of
such Securities, the portion thereof, if any, which is to be satisfied by
payment of cash and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities pursuant to Section 1202 and stating the
basis for such credit and that such Securities have not been previously so
credited and will also deliver to the Trustee any Securities to be so delivered.
Not less than 30 days prior to each such sinking fund payment date, the Trustee
shall select the Securities to be redeemed upon such sinking fund payment date
in the manner specified in Section 1103 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in the
manner provided in Section 1104. Such notice having been duly given, the
redemption of such Securities shall be made upon the terms and in the manner
stated in Sections 1106 and 1107.

                                   ARTICLE 13.

                       DEFEASANCE AND COVENANT DEFEASANCE

         SECTION 1301. APPLICABILITY OF ARTICLE; COMPANY'S OPTION TO ELECT
DEFEASANCE OR COVENANT DEFEASANCE. Unless otherwise provided pursuant to Section
301, this Article 13 shall be applicable to the Securities of such series, and
the Company may at its option by Board Resolution, at any time, with respect to
the Securities of such series, elect to have either Section 1302 (if applicable)
or Section 1303 (if applicable) be applied to the Outstanding Securities of such
series upon compliance with the conditions set forth below in this Article 13.

         SECTION 1302. DEFEASANCE AND DISCHARGE. Upon the Company's exercise of
its option (if any) to have this Section applied to any Securities or any series
of Securities, as the case may be, the Company shall be deemed to have been
discharged from its obligations, and the provisions of Article 14 shall cease to
be effective, with respect to such Securities as provided in this Section on and
after the date the conditions set forth in Section 1304 are satisfied
(hereinafter called "Defeasance"). For this purpose, such Defeasance means that
the Company shall be deemed to have paid and discharged the entire indebtedness
represented by such Securities and to have satisfied all its other obligations
under such Securities and this Indenture insofar as such Securities are
concerned (and the Trustee, at the expense of the 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 such Securities to receive, solely from the trust fund described in
Section 1304 and as more fully set forth in such Section, payments in respect of
the principal of and any premium and interest on such Securities when payments
are due, (2) the Company's obligations with respect to such Securities under
Sections 304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties
and immunities of the Trustee hereunder, and (4) this Article. Subject to
compliance with this Article, the Company may exercise its option (if any) to
have this Section applied to any Securities notwithstanding the prior exercise
of its option (if any) to have Section 1303 applied to such Securities.

                                       56



         SECTION 1303. COVENANT DEFEASANCE. Upon the Company's exercise of its
option (if any) to have this Section applied to any Securities or any series of
Securities, as the case may be, (1) the Company shall be released from its
obligations under Sections 801 and any other Sections or covenants applicable to
such Securities that are determined pursuant to Section 301 to be subject to
this provision, and any covenants provided pursuant to Section 301(19), 901(2)
or 901(7) for the benefit of the Holders of such Securities; (2) the occurrence
of any event specified in Section 501(3) (with respect to Section 801 and any
other Sections or covenants applicable to such Securities that are determined
pursuant to Section 301 to be subject to this provision, and any such covenants
provided pursuant to Sections 301(19), 901(2) or 901(7)) and 501(7) shall be
deemed not to be or result in an Event of Default; and (3) the provisions of
Article 14 shall cease to be effective, in each case with respect to such
Securities as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called "Covenant Defeasance").
For this purpose, such "Covenant Defeasance" means that, with respect to such
Securities, the Company may omit to comply with and shall have no liability in
respect of any term, condition or limitation set forth in any such specified
Section (to the extent so specified in the case of Section 501(3) or Article
14), whether directly or indirectly by reason of any reference elsewhere herein
to any such Section or Article or by reason of any reference in any such Section
or Article to any other provision herein or in any other document, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

         SECTION 1304. CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions to the application of Section 1302 or Section
1303 to any Securities or any series of Securities, as the case may be:

         (1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this
Article applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefit of the Holders of such Securities, (A) in the case of Securities
of such series denominated in U.S. dollars, (i) money in an amount, (ii) 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
(iii) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying trustee)
to pay and discharge, the principal of and any premium and interest on such
Securities on the respective Stated Maturities or on the applicable Redemption
Date or Dates, in accordance with the terms of this Indenture and such
Securities. As used herein, U.S. "Government Obligation" means (x) any security
that is (i) a direct obligation of the United States of America for the payment
of which the full faith and credit of the United States of America is pledged or
(ii) an obligation of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America the payment of which
is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, 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

                                       57



Act) as custodian with respect to any U.S. Government Obligation which is
specified in Clause (x) above and held by such bank for the account of the
holder of such depositary receipt, or with respect to any specific payment of
principal of or interest on any U.S. Government Obligation which is so specified
and held, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depositary receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of principal or interest
evidenced by such depositary receipt or (B) in the case of Securities of such
series denominated in a currency other than the U.S. dollar, (i) money in such
currency in an amount, or (ii) Foreign Government Obligations that through the
scheduled payment of principal and interest in respect thereof in accordance
with their terms will provide, not later than one day before the due date of any
payment, money in such currency in an amount, or (iii) 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 or on the applicable Redemption Date or Dates,
in accordance with the terms of this Indenture and the Securities of such
series. As used herein, "Foreign Government Obligation" means (x) any security
that is (i) a direct obligation of the government that issued such currency for
the payment of which full faith and credit of such government is pledged or (ii)
an obligation of a Person controlled or supervised by and acting as an agency or
instrumentality for such government the payment of which is unconditionally
guaranteed as a full faith and credit obligation by such government, 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) as custodian with respect to any Foreign
Government Obligation which is specified in clause (x) and held by such bank for
the account of the holder of such depositary receipt, or with respect to any
specific payment of principal of or interest on any such Foreign Government
Obligation which is so specified and held, provided that (except as required by
law) such custodian is not authorized to make any deduction from the amount
payable to the holder of such depositary receipt from any amount received by the
custodian in respect of the Foreign Government Obligation or the specific
payment of principal or interest evidenced by such depositary receipt.

         (2) In the event of an election to have Section 1302 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an Opinion of Counsel stating that (A) the Company
has received from, or there has been published by, the Internal Revenue Service
a ruling or (B) since the date of this instrument, there has been a change in
the applicable Federal income tax law, in either case (A) or (B) to the effect
that, and based thereon such opinion shall confirm that, the Holders of such
Securities will not recognize gain or loss for Federal income tax purposes as a
result of the deposit, Defeasance and discharge to be effected with respect to
such Securities and will be subject to Federal income tax on the same amount, in
the same manner and at the same times as would be the case if such deposit,
Defeasance and discharge were not to occur.

         (3) In the event of an election to have Section 1303 apply to any
Securities or any series of Securities, as the case may be, the Company shall
have delivered to the Trustee an

                                       58



Opinion of Counsel to the effect that the Holders of such Securities will not
recognize gain or loss for Federal income tax purposes as a result of the
deposit and Covenant Defeasance to be effected with respect to such Securities
and will be subject to Federal income tax on the same amount, in the same manner
and at the same times as would be the case if such deposit and Covenant
Defeasance were not to occur.

         (4) The Company shall have delivered to the Trustee an Officer's
Certificate to the effect that neither such Securities nor any other Securities
of the same series, if then listed on any securities exchange, will be delisted
as a result of such deposit.

         (5) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to such Securities shall have occurred
and be continuing at the time of such deposit or, with regard to any such event
specified in Sections 501(5) 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).

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

         (9) At the time of such deposit, (A) no default in the payment of any
principal of or premium or interest on any Senior Indebtedness shall have
occurred and be continuing, (B) no event of default with respect to any Senior
Indebtedness shall have resulted in such Senior Indebtedness becoming, and
continuing to be, due and payable prior to the date on which it would otherwise
have become due and payable (unless payment of such Senior Indebtedness has been
made or duly provided for) and (C) no other event of default with respect to any
Senior Indebtedness shall have occurred and be continuing permitting (after
notice or lapse of time or both) the holders of such Senior Indebtedness (or a
trustee on behalf of such holders) to declare such Senior Indebtedness due and
payable prior to the date on which it would otherwise have become due and
payable.

         (10) If the Securities are to be redeemed prior to the Stated Maturity
(other than from mandatory sinking fund payments or analogous payments), notice
of such redemption shall have been duly given pursuant to this Indenture or
provision therefor satisfactory to the Trustee shall have been made.

                                       59



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

         SECTION 1305. DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; MISCELLANEOUS PROVISIONS. Subject to the provisions of the last
paragraph of Section 1003, all money and U.S. Government Obligations or Foreign
Government Obligations (including the proceeds thereof) deposited with the
Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively as the Trustee) pursuant to Section 1304 in respect of any
Securities shall be held in trust and applied by the Trustee, in accordance with
the provisions of such Securities and this Indenture, to the payment, either
directly or through any such Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Holders of such
Securities, of all sums due and to become due thereon in respect of principal
and any premium and interest, but money so held in trust need not be segregated
from other funds except to the extent required by law. Money, U.S. Government
Obligations and Foreign Government Obligations so held in trust shall not be
subject to the provisions of Article 14.

         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 or
Foreign Government Obligations deposited pursuant to Section 1304 or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of Outstanding
Securities.

         Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations or Foreign Government Obligations held by
it as provided in Section 1304 with respect to any Securities that, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of an amount thereof which would then be required to be deposited to
effect the Defeasance or Covenant Defeasance, as the case may be, with respect
to such Securities.

         SECTION 1306. REINSTATEMENT. If the Trustee or the Paying Agent is
unable to apply any money in accordance with this Article with respect to any
Securities by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, then
the obligations under this Indenture and such Securities from which the Company
has been discharged or released pursuant to Section 1302 or 1303 shall be
revived and reinstated as though no deposit had occurred pursuant to this
Article with respect to such Securities, until such time as the Trustee or
Paying Agent is permitted to apply all money held in trust pursuant to Section
1305 with respect to such Securities in accordance with this Article; provided,
however, that if the Company makes any payment of principal of or any premium or
interest on any such Security following such reinstatement of its obligations,
the Company shall be subrogated to the rights (if any) of the Holders of such
Securities to receive such payment from the money so held in trust.

                                       60



         SECTION 1307. QUALIFYING TRUSTEE. Any trustee appointed pursuant to
Section 1304 hereof for the purpose of holding trust funds deposited pursuant to
that Section shall be appointed under an agreement in form acceptable to the
Trustee and shall provide to the Trustee a certificate of such trustee, upon
which certificate the Trustee shall be entitled to conclusively rely, that all
conditions precedent provided for herein to the related Defeasance or Covenant
Defeasance have been complied with. In no event shall the Trustee be liable for
any acts or omissions of said trustee.

                                   ARTICLE 14.

                           SUBORDINATION OF SECURITIES

         SECTION 1401. DEBT SECURITIES SUBORDINATE TO SENIOR INDEBTEDNESS. The
Company covenants and agrees that anything in this Indenture or the Securities
of any series to the contrary notwithstanding, the indebtedness evidenced by the
Securities of each series and any coupons appurtenant thereto is subordinate and
junior in right to payment to all Senior Indebtedness to the extent provided
herein, and each Holder of Securities of each series and coupons appurtenant
thereto, by such Holder's acceptance thereof, likewise covenants and agrees to
the subordination herein provided and shall be bound by the provisions hereof.
Senior Indebtedness shall continue to be Senior Indebtedness and entitled to the
benefits of these subordination provisions irrespective of any amendment,
modification or waiver of any term of the Senior Indebtedness or extension or
renewal of the Senior Indebtedness.

         In the event that the Company shall default in the payment of any
principal of (or premium, if any) or interest on any Senior Indebtedness when
the same become due and payable, whether at maturity or at a date fixed for
prepayment or by declaration of acceleration or otherwise, then, upon written
notice of such default to the Company by the Holders of Senior Indebtedness or
any trustee therefor, unless and until such default shall have been cured or
waived or shall have ceased to exist, no direct or indirect payment (in cash,
property, securities, by set-off or otherwise) shall be made or agreed to be
made on account of the principal of (or premium, if any) or interest on any of
the Securities, or in respect of any redemption, repayment, retirement, purchase
or other acquisition of any of the Securities.

         In the event of

         (1) any insolvency, bankruptcy, receivership, liquidation,
reorganization, readjustment, composition or other similar proceeding relating
to the Company, its creditors or its property,

         (2) any proceeding for the liquidation, dissolution or other winding up
of the Company, voluntary or involuntary, whether or not involving insolvency or
bankruptcy proceedings,

         (3) any assignment by the Company for the benefit of creditors, or

                                       61



         (4) any other marshalling of the assets of the Company,

all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall first be paid in full before any
payment or distribution, whether in cash, securities or other property, shall be
made to any Holder of any of the Securities or coupons appurtenant thereto on
account thereof. Any payment or distribution, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Securities, to the payment of
all Senior Indebtedness at the time outstanding and to any securities issued in
respect thereof under any such plan of reorganization or readjustment), which
would otherwise (but for these subordination provisions) be payable or
deliverable in respect of the Securities of any series or coupons appurtenant
thereto shall be paid or delivered directly to the Holders of Senior
Indebtedness in accordance with the priorities then existing among such Holders
until all Senior Indebtedness (including any interest thereon accruing after the
commencement of any such proceedings) shall have been paid in full. In the event
of any such proceeding, after payment in full of all sums owing with respect to
Senior Indebtedness, the Holders of the Securities and coupons appurtenant
thereto, together with the Holders of any obligations of the Company ranking on
a parity with the Securities, shall be entitled to be paid from the remaining
assets of the Company the amounts at the time due and owing on account of unpaid
principal of (and premium, if any) and interest on the Securities and such other
obligations before any payment or other distribution, whether in cash, property
or otherwise, shall be made on account of any capital stock or any obligations
of the Company ranking junior to the Securities and such other obligations.

         In the event that, notwithstanding the foregoing, any payment or
distribution of any character or any security, whether in cash, securities or
other property (other than securities of the Company or any other corporation
provided for by a plan of reorganization or readjustment the payment of which is
subordinate, at least to the extent provided in these subordination provisions
with respect to the indebtedness evidenced by the Securities, to the payment of
all Senior Indebtedness at the time outstanding with respect to the indebtedness
evidenced by the Securities, to the payment of all Senior Indebtedness at the
time outstanding and to any securities issued in respect thereof under any such
plan of reorganization or readjustment), shall be received by the Trustee or any
Holder in contravention of any of the terms hereof such payment or dissolution
or security shall be received in trust for the benefit of, and shall be paid
over or delivered and transferred to, the holders of the Senior Indebtedness at
the time outstanding in accordance with the priorities then existing among such
holders for application to the payment of all Senior Indebtedness remaining
unpaid, to the extent necessary to pay all such Senior Indebtedness in full. In
the event of the failure of the Trustee or any Holder to endorse or assign any
such payment, distribution or security, each holder of Senior Indebtedness is
hereby irrevocably authorized to endorse or assign the same.

         No present or future holder of any Senior Indebtedness shall be
prejudiced in the right to enforce subordination of the indebtedness evidenced
by the Securities by any act or failure to act on the part of the Company.
Nothing contained herein shall impair, as between the Company and the Holders of
Securities of each series the obligation of the Company to pay to such

                                       62



Holders the principal of (and premium, if any) and interest on such Securities
and coupons appurtenant thereto or prevent the Trustee or the Holder from
exercising all rights, powers and remedies otherwise permitted by applicable law
or hereunder upon a default or Event of Default hereunder, all subject to the
rights of the holders of the Senior Indebtedness to receive cash, securities or
other property otherwise payable or deliverable to the Holders.

         Senior Indebtedness shall not be deemed to have been paid in full
unless the holders thereof shall have received cash, securities or other
property equal to the amount of such Senior Indebtedness then outstanding. Upon
the payment in full of all Senior Indebtedness, the Holders of Securities of
each series and coupons appurtenant thereto, if any, shall be subrogated to all
rights of any holders of Senior Indebtedness to receive any further payments or
distributions applicable to the Senior Indebtedness until the indebtedness
evidenced by the Securities of such series and coupons appertaining thereto, if
any, shall have been paid in full, and such payments or distributions received
by such Holders, by reason of such subrogation, of cash, securities or other
property which otherwise would be paid or distributed to the holders of Senior
Indebtedness, shall, as between the Company and its creditors other than the
holders of Senior Indebtedness, on the one hand, and such Holders, on the other
hand, be deemed to be a payment by the Company on account of Senior
Indebtedness, and not on account of the Securities of such series.

         The Trustee and Holders will take such action (including without
limitation, the delivery of this Indenture to an agent for the holders of Senior
Indebtedness or consent to the filing of a financing statement with respect
hereto) as may, in the opinion of counsel designated by the holders of a
majority in principal amount of the Senior Indebtedness at the time outstanding,
be necessary or appropriate to assure the effectiveness of the subordination
effected by these provisions.

         The provisions of this Section 1401 shall not impair any rights,
interests, remedies or powers of any secured creditor of the Company in respect
of any security interest the creation of which is not prohibited by the
provisions of this Indenture.

         The securing of any obligations of the Company, otherwise ranking on a
parity with the Securities or ranking junior to the Securities, shall not be
deemed to prevent such obligations from constituting, respectively, obligations
ranking on a parity with the Securities or ranking junior to the Securities.

         SECTION 1402. TRUSTEE AND HOLDERS OF DEBT SECURITIES MAY RELY ON
CERTIFICATE OF LIQUIDATING AGENT; TRUSTEE MAY REQUIRE FURTHER EVIDENCE AS TO
OWNERSHIP OF SENIOR INDEBTEDNESS; TRUSTEE NOT FIDUCIARY TO HOLDERS OF SENIOR
INDEBTEDNESS. Upon any payment or distribution of assets of the Company referred
to in this Article 14, the Trustee and the Holders shall be entitled to rely
upon an order or decree made by any court of competent jurisdiction in which
such dissolution or winding up or liquidation or reorganization or arrangement
proceedings are pending or upon a certificate of the trustee in bankruptcy,
receiver, assignee for the benefit of creditors or other Person making such
payment or distribution, delivered to the Trustee or to the Holders, for the
purpose of ascertaining the persons entitled to participate in

                                       63



such distribution, the holders of the Senior Indebtedness and other indebtedness
of the Company, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this
Article 14. In the absence of any such bankruptcy trustee, receiver, assignee or
other Person, the Trustee shall be entitled to rely upon a written notice by a
Person representing himself or herself to be a holder of Senior Indebtedness (or
a trustee or representative on behalf of such holder) as evidence that such
Person is a holder of such Senior Indebtedness (or is such a trustee or
representative). In the event that the Trustee determines, in good faith, that
further evidence is required with respect to the right of any Person as a holder
of Senior Indebtedness to participate in any payments or distributions pursuant
to this Article 14, the Trustee may request such person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, as to the extent to which such Person is
entitled to participate in such payment or distribution, and as to other facts
pertinent to the rights of such Person under this Article 14, and if such
evidence is not furnished, the Trustee may offer any payment to such Person
pending judicial determination as to the right of such Person to receive
payment. The Trustee, however, shall not be deemed to owe any fiduciary duty to
the holders of Senior Indebtedness.

         SECTION 1403. PAYMENT PERMITTED IF NO DEFAULT. Nothing contained in
this Article 14 or elsewhere in this Indenture, or in any of the Securities,
shall prevent (a) the Company at any time, except during the pendency of any
dissolution, winding up, liquidation or reorganization proceedings referred to
in, or under the conditions described in Section 1401, from making payments of
the principal of (or premium, if any) or interest on the Securities or (b) the
application by the Trustee or any Paying Agent of any moneys deposited with it
hereunder to payments of the principal of or interest on the Securities, if, at
the time of such deposit, the Trustee or such Paying Agent, as the case may be,
did not have the written notice provided for in Section 1404 of any event
prohibiting the making of such deposit, or if, at the time of such deposit
(whether or not in trust) by the Company with the Trustee or any Paying Agent
(other than the Company) such payment would not have been prohibited by the
provisions of this Article, and the Trustee or any Paying Agent shall not be
affected by any notice to the contrary received by it on or after such date.

         SECTION 1404. TRUSTEE NOT CHARGED WITH KNOWLEDGE OF PROHIBITION.
Anything in this Article 14 or elsewhere in this Indenture contained to the
contrary notwithstanding, the Trustee shall not at any time be charged with
knowledge of the existence of any facts which would prohibit the making of any
payment of money to or by the Trustee and shall be entitled conclusively to
assume that no such facts exist and that no event specified in Section 1401 has
happened, until the Trustee shall have received an Officers' Certificate to that
effect or notice in writing to that effect signed by or on behalf of the holder
or holders, or their representatives, of Senior Indebtedness who shall have been
certified by the Company or otherwise established to the reasonable satisfaction
of the Trustee to be such holder or holders or representatives or from any
trustee under any indenture pursuant to which such Senior Indebtedness shall be
outstanding. The Company shall give prompt written notice to the Trustee and to
the Paying Agent of any facts which would prohibit the payment of money to or by
the Trustee or any Paying Agent.

                                       64



         SECTION 1405. TRUSTEE TO EFFECTUATE SUBORDINATION. Each holder of
Securities or coupons by such Holder's acceptance thereof authorizes and directs
the Trustee on such Holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination as between such Holder and holders
of Senior Indebtedness as provided in this Article and appoints the Trustee its
attorney-in-fact for any and all such purposes.

         SECTION 1406. RIGHTS OF TRUSTEE AS HOLDER OF SENIOR INDEBTEDNESS. The
Trustee shall be entitled to all the rights set forth in this Article with
respect to any Senior Indebtedness which may at the time be held by it, to the
same extent as any other holder of Senior Indebtedness; provided that nothing in
this Article shall deprive the Trustee of any rights as such holder and
providing further than nothing in this Article shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 607.

         SECTION 1407. ARTICLE APPLICABLE TO PAYING AGENTS. In case at any time
any Paying Agent other than the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as used in this Article shall
in such case (unless the context shall otherwise require) be construed as
extending to and including such Paying Agent within its meaning as fully for all
intents and purposes as if the Paying Agent were named in this Article in
addition to or in place of the Trustee; provided, however, that Sections 1404
and 1406 shall not apply to the Company or any Affiliate of the Company if the
Company or such Affiliate acts as Paying Agent.

         SECTION 1408. SUBORDINATION RIGHTS NOT IMPAIRED BY ACTS OR OMISSIONS OF
THE COMPANY OR HOLDERS OF SENIOR INDEBTEDNESS. No right of any present or future
holders of any Senior Indebtedness to enforce subordination as herein provided
shall at any time in any way be prejudiced or impaired by any act or failure to
act on the part of the Company or by any act or failure to act, in good faith,
by any such holder, or by any noncompliance by the Company with the terms,
provisions and covenants of this Indenture, regardless of any knowledge thereof
which any such holder may have or be otherwise charged with. The holders of
Senior Indebtedness may, at any time or from time to time and in their absolute
discretion, change the manner, place or terms of payment, change or extend the
time of payment of, or renew or alter, any such Senior Indebtedness, or amend or
supplement any instrument pursuant to which any such Senior Indebtedness is
issued or by such it may be secured, or release any security therefor, or
exercise or refrain from exercising any other of their rights under the Senior
Indebtedness including, without limitation, the waiver of default thereunder,
all without notice to or assent from the Holders of the Securities or the
Trustee and without affecting the obligations of the Company, the Trustee or the
Holders of the Securities under this Article.


                                       65



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

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

                                      ARCH COAL, INC.

                                      By: ______________________________________
                                          [name]
                                          [title]

ATTEST:
                                      __________________________________________
                                      [name]
                                      [title]

                                      ___________________, as Trustee

                                      By: ______________________________________
                                          [name]
                                          [title]

ATTEST:
                                      __________________________________________
                                      [name]
                                      [title]

                                       66

                                                                     EXHIBIT 5.1

                                November 24, 2004

Arch Coal, Inc.
One CityPlace Drive
Suite 300
St. Louis, Missouri  63141

         Re: Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as special counsel to Arch Coal, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") filed by the Company with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), relating to $1,000,000,000 aggregate initial offering price
of an indeterminate amount of the following:

         (i)      the Company's debt securities, which may be either senior (the
                  "Senior Debt Securities") or subordinated (the "Subordinated
                  Debt Securities" and, together with the Senior Debt
                  Securities, the "Debt Securities");

         (ii)     warrants representing rights to purchase Common Stock,
                  Preferred Stock or any Debt Securities (the "Warrants");

         (iii)    purchase contracts representing obligations to purchase from
                  the Company, or obligations to sell to the Company, Common
                  Stock, Preferred Stock, Warrants, Depositary Shares or Debt
                  Securities of the Company, or debt obligations of third
                  parties (including U.S. Treasury Securities), an index or
                  indices thereof or any combination thereof (the "Purchase
                  Contracts");

         (iv)     purchase units consisting of Purchase Contracts together with
                  Common Stock, Preferred Stock, Warrants, Depositary Shares or
                  Debt Securities of the Company, or debt obligations of third
                  parties (including U.S. Treasury Securities), or any
                  combination thereof, securing the holders' obligations to
                  purchase the securities under the Purchase Contracts;



         (v)      shares of the Company's preferred stock (the "Preferred
                  Stock");

         (vi)     depositary shares of the Company representing fractional
                  interests in Preferred Stock or any Debt Securities (the
                  "Depositary Shares"); and

         (vii)    shares of the Company's common stock, par value $0.10 (the
                  "Common Stock" and, together with Debt Securities, Warrants,
                  Purchase Contracts, Purchase Units, Preferred Stock and
                  Depositary Shares, the "Securities"),

as well as up to an additional $200,000,000 aggregate amount of Securities that
may be registered in accordance with Rule 462(b) under the Securities Act.

         In connection with rendering the opinions set forth below, we have
examined (i) the Registration Statement, including the exhibits filed therewith;
(ii) the Company's Restated Certificate of Incorporation; (iii) the Company's
Amended and Restated Bylaws; and (iv) resolutions adopted by the Board of
Directors of the Company (the "Board of Directors"). We have made such other
investigation as we have deemed appropriate. We have examined and relied on
certificates of public officials and, as to certain matters of fact that are
material to our opinions, of officers of the Company. We have not independently
established any of the facts so relied on.

          For the purposes of this opinion letter, we have assumed that (i) each
document submitted to us is accurate and complete; (ii) each such document that
is an original is authentic; (iii) each such document that is a copy conforms to
an authentic original; (iv) all signatures (other than signatures on behalf of
the Company) on each such document are genuine; and (v) the terms and conditions
of the Rights Agreement (the "Rights Agreement"), dated as of March 3, 2000,
between the Company and First Chicago Trust Company of New York, as Rights
Agent, as in effect on the date hereof, are in effect on the date of any
issuance of Common Stock pursuant to the Registration Statement. We have further
assumed the legal capacity of natural persons, and we have assumed that each
party to the documents we have examined or relied on (other than the Company)
has the legal capacity or authority and has satisfied all legal requirements
that are applicable to that party to the extent necessary to make such documents
enforceable against that party. We have not verified any of the foregoing
assumptions.

         The opinions expressed in this opinion letter are limited to (i) the
federal law of the United States; (ii) the law of the State of New York; and
(iii) the General Corporation Law of the State of Delaware (the "DGCL"),
including the statutory provisions, all applicable provisions of the Delaware
Constitution and reported judicial decisions interpreting the DGCL. We are not
opining on, and we assume no responsibility for, the applicability to or effect
on any of the



matters covered herein of (i) any other laws; (ii) the laws of any other
jurisdiction; or (iii) the law of any county, municipality or other political
subdivision or local governmental agency or authority.

         Based on the foregoing, and subject to the foregoing and the additional
qualifications and other matters set forth below, it is our opinion that,
subject to the effectiveness of the Registration Statement:

         1. Assuming the terms of such Senior Debt Securities have been duly
established in accordance with the senior debt indenture pursuant to which the
Senior Debt Securities are to be issued (the "Senior Debt Indenture") and so as
not to violate any applicable law, rule or regulation or result in a default
under or breach of any agreement or instrument binding upon the Company and so
as to comply with any applicable requirement or restriction imposed by any court
or governmental body having jurisdiction over the Company, when (i) the terms
and the execution and delivery of the Senior Debt Indenture and the Senior Debt
Securities, and the issuance and sale of the Senior Debt Securities, have been
duly authorized and approved by all necessary action of the Board of Directors,
or a duly authorized committee thereof; (ii) the Senior Debt Indenture has been
duly executed and delivered by the Company and the trustee to be named in the
prospectus supplement relating to the offering of the Senior Debt Securities
(the "Senior Debt Trustee"); and (iii) the Senior Debt Securities have been duly
executed, authenticated (if required), issued and delivered as contemplated by
the Registration Statement and any prospectus supplement relating thereto and in
accordance with the Senior Debt Indenture and any other agreement or instrument
binding upon the Company, upon payment of the consideration fixed therefor in
accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board of Directors, or a duly authorized committee
thereof, the Senior Debt Securities will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms (subject to the effect of bankruptcy, insolvency, fraudulent
transfer, reorganization, receivership, moratorium and other laws affecting the
rights and remedies of creditors or secured parties generally, and to the
exercise of judicial discretion in accordance with general principles of equity
(whether applied by a court of law or equity)).

         2. Assuming the terms of such Subordinated Debt Securities have been
duly established in accordance with the subordinated debt indenture pursuant to
which the Subordinated Debt Securities are to be issued (the "Subordinated Debt
Indenture") and so as not to violate any applicable law, rule or regulation or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any applicable requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company,
when (i) the terms and the execution and delivery of the Subordinated Debt
Indenture and the Subordinated Debt Securities, and the issuance and sale of the
Subordinated Debt Securities, have been duly authorized and approved by all
necessary action of the Board of Directors, or a duly authorized committee
thereof; (ii) the Subordinated Indenture has been duly executed and delivered by
the Company and the trustee to be named in the prospectus supplement relating to
the offering of the Subordinated Debt Securities (the "Subordinated Debt
Trustee"); and (iii) the



Subordinated Debt Securities have been duly executed, authenticated (if
required), issued and delivered as contemplated by the Registration Statement
and any prospectus supplement relating thereto and in accordance with the
Subordinated Debt Indenture and any other agreement or instrument binding upon
the Company, upon payment of the consideration fixed therefor in accordance with
the applicable definitive purchase, underwriting or similar agreement approved
by the Board of Directors, or a duly authorized committee thereof, the
Subordinated Debt Securities will constitute valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms
(subject to the effect of bankruptcy, insolvency, fraudulent transfer,
reorganization, receivership, moratorium and other laws affecting the rights and
remedies of creditors or secured parties generally, and to the exercise of
judicial discretion in accordance with general principles of equity (whether
applied by a court of law or equity)).

         3. Assuming the terms of such Warrants have been duly established in
accordance with the applicable warrant agreement (the "Warrant Agreement") so as
not to violate any applicable law, rule or regulation or result in a default
under or breach of any agreement or instrument binding upon the Company and so
as to comply with any applicable requirement or restriction imposed by any court
or governmental body having jurisdiction over the Company, when (i) the terms
and the execution and delivery of the Warrant Agreement relating to any Warrants
and the



terms of the Warrants, and of their issuance and sale, have been duly authorized
and approved by all necessary action of the Board of Directors, or a duly
authorized committee thereof; (ii) the Warrant Agreement relating to the
Warrants has been duly executed and delivered by the Company and such warrant
agent as shall have been appointed by the Company with respect thereto; and
(iii) the Warrants or certificates representing the Warrants, as the case may
be, have been duly executed, authenticated (if required), issued and delivered
as contemplated by the Registration Statement and any prospectus supplement
relating thereto and in accordance with the terms of the applicable Warrant
Agreement and any other agreement or instrument binding upon the Company, upon
payment of the consideration fixed therefor in accordance with the applicable
Warrant Agreement and the applicable definitive purchase, underwriting or
similar agreement approved by the Board of Directors, or a duly authorized
committee thereof, the Warrants will constitute valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms
(subject to the effect of bankruptcy, insolvency, fraudulent transfer,
reorganization, receivership, moratorium and other laws affecting the rights and
remedies of creditors or secured parties generally, and to the exercise of
judicial discretion in accordance with general principles of equity (whether
applied by a court of law or equity)).

         4. Assuming the terms of such Purchase Contracts have been duly
established in accordance with the applicable purchase contract agreement (the
"Purchase Contract Agreement") so as not to violate any applicable law, rule or
regulation or result in a default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any applicable requirement or
restriction imposed by any court or governmental body having jurisdiction over
the Company, when (i) the terms and the execution and delivery of the Purchase
Contract Agreement relating to any Purchase Contracts and the terms of the
Purchase Contracts, and of their issuance and sale, have been duly authorized
and approved by all necessary action of the Board of Directors, or a duly
authorized committee thereof; (ii) the Purchase Contract Agreement relating to
the Purchase Contracts has been duly executed and delivered by the Company and
such purchase contract agent as shall have been appointed by the Company with
respect thereto; and (iii) the Purchase Contracts or certificates representing
the Purchase Contracts, as the case may be, have been duly executed,
authenticated (if required), issued and delivered as contemplated by the
Registration Statement and any prospectus supplement relating thereto and in
accordance with the terms of the applicable Purchase Contract Agreement and any
other agreement or instrument binding upon the Company, upon payment of the
consideration fixed therefor in accordance with the applicable Purchase Contract
Agreement and the applicable definitive purchase, underwriting or similar
agreement approved by the Board of Directors, or a duly authorized committee
thereof, the Purchase Contracts will constitute valid and binding obligations of
the Company enforceable against the Company in accordance with their terms
(subject to the effect of bankruptcy, insolvency, fraudulent transfer,
reorganization, receivership, moratorium and other laws affecting the rights and
remedies of creditors or secured parties generally, and to the exercise of
judicial discretion in accordance with general principles of equity (whether
applied by a court of law or equity)).

         5. Assuming that (A) the combination of the securities of which such
Purchase Units consist has been duly authorized and approved by all necessary
action of the Board of Directors,


or a duly authorized committee thereof, (B) the terms of such Purchase Units
have been duly established in accordance with the applicable purchase unit
agreement (the "Purchase Unit Agreement") so as not to violate any applicable
law, rule or regulation or result in a default under or breach of any agreement
or instrument binding upon the Company and so as to comply with any applicable
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company, (C) any Debt Securities that form a part of such
Purchase Units are validly issued and constitute valid and binding obligations
of the Company, enforceable against the Company in accordance with their
respective terms, as contemplated in paragraphs 1 and 2 above, as applicable,
(D) any Warrants or Purchase Contracts that form a part of such Purchase Units
constitute valid and binding obligations of the Company in accordance with their
respective terms, as contemplated in paragraphs 3 and 4 above, respectively, as
applicable, (E) any Preferred Stock or Common Stock that form a part of such
Purchase Units are validly issued, fully paid and nonassessable, as contemplated
in paragraphs 6 and 8 below, respectively, as applicable, (F) any Depositary
Shares that form a part of such Purchase Units are validly issued and entitle
the holders thereof to the rights specified therein and in the applicable
Deposit Agreement, as contemplated in paragraph 7 below, and (G) any debt
obligations, including any U.S. Treasury Securities, of third parties that form
a part of such Purchase Units have been duly authorized, executed, authenticated
(if required), issued and delivered in accordance with their respective terms,
when (i) the terms and the execution and delivery of the Purchase Unit Agreement
relating to any Purchase Units and the terms of the Purchase Units, and of their
issuance and sale, have been duly authorized and approved by all necessary
action of the Board of Directors, or a duly authorized committee thereof; (ii)
the Purchase Unit Agreement relating to the Purchase Units has been duly
executed and delivered by the Company and such purchase unit agent as shall be
appointed by the Company with respect thereto; and (iii) the Purchase Units or
certificates representing the Purchase Units, as the case may be, have been duly
executed, authenticated (if required), issued and delivered as contemplated by
the Registration Statement and any prospectus supplement relating thereto and in
accordance with the terms of the applicable Purchase Unit Agreement and any
other agreement or instrument binding upon the Company, upon payment of the
consideration fixed therefor in accordance with the applicable Purchase Unit
Agreement and the applicable purchase, underwriting or similar agreement
approved by the Board of Directors, or a duly authorized committee thereof, the
Purchase Units will be duly authorized and validly issued.

         6. Assuming the terms of such Preferred Stock have been duly
established so as not to violate any applicable law, rule or regulation or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any applicable requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company,
when (i) the terms of the Preferred Stock have been duly established in
conformity with the Company's Restated Certificate of Incorporation, as it may
be amended from time to time hereafter, and the terms of the Preferred Stock and
of the issuance and sale thereof have been duly authorized and approved by all
necessary action of the Board of Directors, or a duly



authorized committee thereof; (ii) either a Certificate of Amendment of the
Company's Restated Certificate of Incorporation or a Certificate of Designation,
in either case fixing and determining the terms of the Preferred Stock, has been
duly filed with the Secretary of State of the State of Delaware and upon payment
in full of any filing fees attendant thereto; and (iii) certificates
representing the shares of the Preferred Stock have been duly executed,
authenticated (if required), issued and delivered as contemplated by the
Registration Statement and any prospectus supplement relating thereto and in
accordance with any agreement or instrument binding upon the Company, upon
payment of the consideration fixed therefor in accordance with the applicable
definitive purchase, underwriting or similar agreement approved by the Board of
Directors, or a duly authorized committee thereof, the Preferred Stock will be
validly issued, fully paid and nonassessable.

         7. Assuming the terms of such Depositary Shares have been duly
established in accordance with the applicable deposit agreement (the "Deposit
Agreement") so as not to violate any applicable law, rule or regulation or
result in a default under or breach of any agreement or instrument binding upon
the Company and so as to comply with any applicable requirement or restriction
imposed by any court or governmental body having jurisdiction over the Company,
when (i) the terms and the execution and delivery of the Deposit Agreement
relating to any Depositary Shares and the terms of the Depositary Shares and of
their issuance and sale have been duly authorized and approved by all necessary
action of the Board of Directors, or a duly authorized committee thereof; (ii)
the Depositary Agreement relating to the Depositary Shares and the depositary
receipts evidencing the Depositary Shares (the "Depositary Receipts") have been
duly executed and delivered by the Company and such depositary as shall have
been duly appointed by the Company with respect thereto (the "Depositary");
(iii)(a) if any shares of Preferred Stock relate to such Depositary Shares, such
shares of Preferred Stock have been duly authorized and are validly issued,
fully paid and non-assessable as contemplated in paragraph 6 above; (b) if any
Senior Debt Securities relate to such Depositary Shares, (1) the Senior Debt
Indenture has been duly authorized, authenticated (if required), executed and
delivered by the Company and the Senior Debt Trustee, as contemplated in
paragraph 1 above, and (2) any such Senior Debt Securities have been duly
authorized, authenticated (if required), executed, delivered and issued as
contemplated in paragraph 1 above; and (c) if any Subordinated Debt Securities
relate to such Depositary Shares, (1) the Subordinated Debt Indenture has been
duly authorized, authenticated (if required), executed and delivered by the
Company and the Subordinated Debt Trustee, as contemplated in paragraph 2 above,
and (2) any such Subordinated Debt Securities have been duly authorized,
executed, authenticated (if required), delivered and issued as contemplated in
paragraph 2 above; (iv) the shares of Preferred Stock or the Debt Securities, as
the case may be, relating to such Depositary Shares have been deposited with the
Depositary in accordance with the applicable Deposit Agreement; and (v) the
Depositary Receipts have been duly executed, countersigned, registered and
delivered, as contemplated by the Registration Statement and any prospectus
supplement related thereto and in accordance with the applicable Deposit
Agreement and any other agreement or instrument binding upon the Company, upon
payment of the consideration fixed therefor in accordance with the applicable
Deposit Agreement and the applicable definitive purchase, underwriting or
similar agreement approved by the Board of Directors, or a duly authorized
committee thereof, the Depositary Shares will be validly issued



and will entitle the holders thereof to the rights specified therein and in the
applicable Deposit Agreement.

         8. When (i) the terms of an issuance and sale of Common Stock have been
duly authorized and approved by all necessary action of the Board of Directors,
or a duly authorized committee thereof, so as not to violate any applicable law,
rule or regulation or result in a default under or a breach of any agreement or
instrument binding upon the Company and so as to comply with any applicable
requirement or restriction imposed by any court or governmental body having
jurisdiction over the Company; and (ii) certificates for the shares of the
Common Stock have been duly executed, authenticated (if required), issued and
delivered as contemplated by the Registration Statement and any prospectus
supplement relating thereto and in accordance with any agreement or instrument
binding upon the Company, upon payment of the consideration fixed therefor in
accordance with the applicable definitive purchase, underwriting or similar
agreement approved by the Board of Directors, or a duly authorized committee
thereof, the Common Stock, including accompanying preferred share purchase
rights issued pursuant to the terms and conditions of the Rights Agreement, will
be validly issued, fully paid and nonassessable and will be accompanied by
preferred share purchase rights, pursuant to the Rights Agreement, which
constitute valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms (subject to the effect of bankruptcy,
insolvency, fraudulent transfer, reorganization, receivership, moratorium and
other laws affecting the rights and remedies of creditors or secured parties
generally, and to the exercise of judicial discretion in accordance with general
principles of equity (whether applied by a court of law or equity)).

         9. If any Securities are issuable (the "Issuable Securities") upon
settlement, exercise, conversion or exchange of any other Securities (the
"Initial Securities") pursuant to the terms thereof, when (i) the terms of the
issuance of the Issuable Securities have been duly authorized and approved as
provided in paragraphs 1 through 8 above, as the case may be; and (ii) the
Issuable Securities have been issued upon settlement, exercise, conversion or
exchange, as the case may be, of Initial Securities as contemplated by the
Registration Statement and any prospectus supplement relating thereto, in
accordance with the terms of the applicable Initial Securities, the Issuable
Securities and any agreement or instrument binding upon the Company and so as
not to violate any applicable law, rule or regulation or result in a default
under or a violation of any agreement or instrument binding upon the Company and
so as to comply with any applicable requirement or restriction imposed by any
court or governmental authority having jurisdiction over the Company, upon such
issuance, the Issuable Securities so issued will be duly authorized, validly
issued, fully paid and nonassessable.



         We assume no obligation to update or supplement any of our opinions to
reflect any changes of law or fact that may occur.

         We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the reference to our firm under the heading
"Legal Matters" in the Prospectus forming a part thereof and to the
incorporation by reference of this opinion letter and consent as exhibits to any
registration statement filed in accordance with Rule 462(b) under the Securities
Act relating to the Securities. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act.

                                          Yours truly,

                                          /s/ KIRKPATRICK & LOCKHART LLP

                                                                               .
                                                                               .
                                                                               .
                                                                    Exhibit 12.1


Arch Coal, Inc.
Ratio of Earnings to Fixed Charges and Preference Dividends
(Dollars in thousands, except ratios)




                                                  Nine                          Year Ended December 31,
                                                 Months      ---------------------------------------------------------
                                                  Ended
                                                September
                                                 30, 2004       2003        2002        2001       2000         1999
                                               -----------   ---------    --------    -------    --------    ---------
                                                                                           
Earnings:
   Pretax income (loss)                          110,410      (2,870)     (21,562)     2,509     (16,736)    (415,793)
   Fixed charges net of capitalized               52,912      59,656       59,566     68,424      96,497       98,167
     interest
   Amortization of capitalized interest               86          75           45         40          56            -
                                                 -------      ------      -------     ------     -------     --------
     Earnings before taxes and fixed             163,408      56,861       32,966     70,973      79,817     (317,626)
       charges

Fixed charges:
   Interest expense                               45,062      50,133       51,922     64,211      92,132       91,248

   Capitalized interest                                -           -         (711)         -           -       (1,190)
   Preferred dividends                             5,391       6,589            -          -           -            -
   Arch Western Resources LLC dividends
     on preferred membership interest                 72          95           95         95          96           95
   Portions of rent which represent an
     interest factor                               2,387       2,839        3,177      4,118       4,269        8,014
                                                 -------      ------      -------     ------     -------     --------
     Total fixed charges                          52,912      59,656       54,483     68,424      96,497       98,167

RATIO OF EARNINGS TO FIXED CHARGES                  3.09        (a)          (a)        1.04       (a)         (a)



(a) The deficiency of earnings to cover fixed charges and preference dividends
was $2,795, $21,517, $16,680 and $415,793 for the years ended December 31, 2003,
2002, 2000 and 1999, respectively.

                                                                    Exhibit 23.1



Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-         ) and related Prospectus of
Arch Coal, Inc. for the registration of $1,000,000,000 of securities and to the
incorporation by reference therein of our report dated January 23, 2004, with
respect to the consolidated financial statements and schedule of Arch Coal, Inc.
for the years ended December 31, 2003, 2002 and 2001 included in its Annual
Report (Form 10-K/A) for, 2003 filed with the Securities and Exchange
Commission.

We also consent to the incorporation by reference herein of our report dated
January 23, 2004 with respect to the financial statements of Canyon Fuel
Company, LLC for the years ended December 31, 2003, 2002, and 2001 incorporated
by reference to the Arch Coal, Inc. Annual Report (Form 10-K/A) for 2003 filed
with the Securities and Exchange Commission.

                                      /s/ Ernst & Young LLP

St. Louis, Missouri
November 19, 2004

                                                                   Exhibit 23.2



                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated September 23, 2004 relating to the
financial statements of Vulcan Coal Holdings, LLC, which appears in the Current
Report on Form 8-K/A of Arch Coal, Inc. dated October 15, 2004.  We also consent
to the references to us under the heading "Experts" in such Registration
Statement.


/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP

Salt Lake City, Utah
November 19, 2004

                                                                    EXHIBIT 23.4

                CONSENT OF WEIR INTERNATIONAL MINING CONSULTANTS

         We hereby consent to the reference to Weir International Mining
Consultants in documents incorporated by reference into, and under the caption
"Experts" included in, the prospectus of Arch Coal, Inc. for the registration of
securities, which prospectus is part of the Registration Statement on Form S-3
to which this consent is an exhibit.

         We further wish to advise that Weir International Mining Consultants
was not employed on a contingent basis and that at the time of preparation of
our report, as well as at present, neither Weir International Mining Consultants
nor any of its employees had or now has a substantial interest in Arch Coal,
Inc. or any of its affiliates or subsidiaries.

Respectfully submitted,



By:       /s/ JOHN W. SABO
Name:     John W. Sabo
Title:    Senior Vice President
Date:     November 12, 2004