Indenture – Lockheed Martin Corp.

LOCKHEED MARTIN CORPORATION

AS ISSUER

AND

U.S. BANK NATIONAL ASSOCIATION

AS TRUSTEE

INDENTURE

DATED AS OF SEPTEMBER 6, 2011

TABLE OF CONTENTS


		Page

ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE			1
SECTION 1.01.	Definitions		1
SECTION 1.03.	Incorporation by Reference of TIA		5
SECTION 1.04.	Rules of Construction		5

ARTICLE 2 THE SECURITIES			6
SECTION 2.01.	Form and Dating		6
SECTION 2.02.	Execution and Authentication		7
SECTION 2.03.	Title, Amount and Terms of Securities		9
SECTION 2.04.	Registrar and Paying Agent		11
SECTION 2.05.	Paying Agent to Hold Money in Trust		12
SECTION 2.06.	Securityholder Lists		12
SECTION 2.07.	Transfer and Exchange		12
SECTION 2.08.	Replacement Securities		14
SECTION 2.09.	Outstanding Securities		15
SECTION 2.10.	Temporary Securities		15
SECTION 2.11.	Cancellation		15
SECTION 2.12.	Defaulted Interest		16
SECTION 2.13.	Currency and Manner of Payments in Respect of Securities		16
SECTION 2.14.	Appointment and Resignation of Currency Determination Agent		19

ARTICLE 3 REDEMPTION			20
SECTION 3.01.	Applicability of this Article		20
SECTION 3.02.	Notices to Trustee		20
SECTION 3.03.	Selection of Securities to be Redeemed		20
SECTION 3.04.	Notice of Redemption		21
SECTION 3.05.	Effect of Notice of Redemption		21
SECTION 3.06.	Deposit of Redemption Price		21
SECTION 3.07.	Securities Redeemed in Part		21

ARTICLE 4 COVENANTS			22
SECTION 4.01.	Certain Definitions		22
SECTION 4.02.	Payment of Securities		23
SECTION 4.03.	Limitation on Liens		24
SECTION 4.04.	Limitation on Sale-Leaseback Transactions		25
SECTION 4.05.	No Lien Created, etc.		26
SECTION 4.06.	Compliance Certificate		26
SECTION 4.07.	SEC Reports		26

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ARTICLE 5 SUCCESSOR CORPORATION		26
SECTION 5.01.	When the Corporation May Merge, etc.	26
SECTION 5.02.	When Securities Must be Secured	27

ARTICLE 6 DEFAULTS AND REMEDIES		27
SECTION 6.01.	Events of Default	27
SECTION 6.02.	Acceleration	28
SECTION 6.03.	Other Remedies	28
SECTION 6.04.	Waiver of Past Defaults	29
SECTION 6.05.	Control by Majority	29
SECTION 6.06.	Limitation on Suits	29
SECTION 6.07.	Rights of Holders to Receive Payment	30
SECTION 6.08.	Collection Suit by Trustee	30
SECTION 6.09.	Trustee May File Proofs of Claim	30
SECTION 6.10.	Priorities	30
SECTION 6.11.	Undertaking for Costs	30

ARTICLE 7 TRUSTEE		31
SECTION 7.01.	Duties of Trustee	31
SECTION 7.02.	Rights of Trustee	32
SECTION 7.03.	Individual Rights of Trustee, etc.	32
SECTION 7.04.	Trustee153s Disclaimer	33
SECTION 7.05.	Notice of Defaults	33
SECTION 7.06.	Reports by Trustee to Holders	33
SECTION 7.07.	Compensation and Indemnity	33
SECTION 7.08.	Replacement of Trustee	34
SECTION 7.09.	Successor Trustee by Merger, etc.	35
SECTION 7.10.	Eligibility; Disqualification	35
SECTION 7.11.	Preferential Collection of Claims Against Corporation	35

ARTICLE 8 SATISFACTION, DISCHARGE AND DEFEASANCE		35
SECTION 8.01.	Satisfaction and Discharge Under Limited Circumstances	35
SECTION 8.02.	Satisfaction and Discharge of Indenture	36
SECTION 8.03.	Defeasance of Certain Obligations	37
SECTION 8.04.	Application of Trust Money	38
SECTION 8.05.	Repayment to Corporation	39

ARTICLE 9 AMENDMENTS, SUPPLEMENTS AND WAIVERS		39
SECTION 9.01.	Without Consent of Holders	39
SECTION 9.02.	With Consent of Holders	40
SECTION 9.03.	Compliance with Trust Indenture Act of 1939	40
SECTION 9.04.	Revocation and Effect of Consents	40
SECTION 9.05.	Notation on or Exchange of Securities	41
SECTION 9.06.	Trustee to Sign Amendments, etc.	41

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ARTICLE 10 MISCELLANEOUS		41
SECTION 10.01.	TIA Controls	41
SECTION 10.02.	Notices	41
SECTION 10.03.	Communication by Holders with Other Holders	42
SECTION 10.04.	Certificate and Opinion as to Conditions Precedent	43
SECTION 10.05.	Statements Required in Certificate or Opinion	43
SECTION 10.06.	When Treasury Securities Disregarded	43
SECTION 10.07.	Rules by Trustee, Paying Agent and Registrar	43
SECTION 10.08.	Legal Holidays	44
SECTION 10.09.	Governing Law	44
SECTION 10.10.	No Adverse Interpretation of Other Agreements	44
SECTION 10.11.	No Recourse Against Others	44
SECTION 10.12.	Securities in a Foreign Currency	44
SECTION 10.13.	Judgment Currency	44
SECTION 10.14.	Successors	45
SECTION 10.15.	Duplicate Originals	45
SECTION 10.16.	Acts of Holders; Record Dates	45
SECTION 10.17.	Waiver of Jury Trial	46
SECTION 10.18.	Force Majeure	46
SECTION 10.19.	Counterparts	46
SECTION 10.20.	Patriot Act	47

NOTE:

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

– iii –

INDENTURE

INDENTURE dated as of September 6, 2011, between Lockheed Martin Corporation,
a Maryland corporation, as the Corporation, and U.S. Bank National Association,
a national banking association, as Trustee.

Each party agrees as follows for the benefit of the other party and, as to
each series of Securities, for the equal and ratable benefit of the Holders of
that series of the Corporation153s Securities issued pursuant to this Indenture:

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

“Agent” means any Registrar, Paying Agent or co-registrar.

“Board of Directors” means the Board of Directors, or any duly appointed
committee of the Board of Directors, of the Corporation.

“Board Resolution” means a resolution of the Board of Directors or of a
committee or person to which or to whom the Board of Directors has properly
delegated the appropriate authority, a copy of which has been certified by the
Secretary or an Assistant Secretary of the Corporation to have been duly adopted
by the Board of Directors or such committee or person and to be in full force
and effect on the date of such certification and delivered to the Trustee.

“Business Day,” when used with respect to any particular 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 to close, and shall otherwise mean each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions, at the
place where any specified act pursuant to this Indenture is to occur, are
authorized or obligated by law to close.

“Conversion Event” means, in the good faith judgment of the Corporation, the
unavailability of any Foreign Currency or currency unit, due to the imposition
of exchange controls or other circumstances beyond the control of the
Corporation.

“Corporation” means the party named as such in this Indenture until a
successor replaces it and thereafter means the successor.

“Currency Determination Agent,” with respect to Securities of any series,
means a New York Clearing House bank designated pursuant to Section 2.03 or
Section 2.14.

“Default” means any event that is, or after notice or passage of time or both
would be, an Event of Default.

“Depositary” means, with respect to the Securities of any series issuable or
issued in whole or in part in the form of one or more Global Securities, the
party designated as Depositary by the Corporation pursuant to Section 2.03 until
a successor Depositary shall have become such pursuant to the applicable
provisions hereof, and thereafter “Depositary” shall mean or include each party
that then is a Depositary hereunder, and if at any time there is more than one
such party, “Depositary” as used with respect to the Securities on any such
series shall mean the Depositary with respect to the Securities of that series.

“Discounted Security” means any Security that provides for an amount
(excluding any amounts attributable to accrued but unpaid interest) less than
its principal amount to be due and payable upon a declaration of acceleration of
the maturity of the Security pursuant to Section 6.02.

“Dollars” and the sign “$” mean the currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

“Exchange Act” means the Securities Exchange Act of 1934, as it may be
amended from time to time.

“Exchange Rate Officers153 Certificate” means a certificate or facsimile
thereof setting forth (i) the applicable Market Exchange Rate and (ii) the
Dollar, Foreign Currency or currency unit amounts of principal and interest, if
any (on an aggregate basis and on the basis of a Security having the
denomination principal amount determined in accordance with Section 2.03 in the
relevant currency or currency unit), payable with respect to a Security of any
series on the basis of such Market Exchange Rate, which is signed by any Officer
of the Corporation.

“Foreign Currency” means a currency issued by the government of any country
other than the United States of America or a currency established by a group of
countries as a common legal currency such as the “Euro”.

“Global Security” means a Security evidencing all or a part of a series of
Securities, issued to the Depositary for such series in accordance with Section
2.01, and bearing the legend prescribed in Section 2.01.

“Holder” or “Securityholder” means the person in whose name a Security is
registered on the Registrar153s books.

“Indenture” means this Indenture as it may be amended or supplemented from
time to time.

“Market Exchange Rate” means (i) for any conversion involving a currency unit
on the one hand and Dollars or any Foreign Currency on the other, the exchange
rate between the relevant currency unit and Dollars or such Foreign Currency
calculated by the method specified pursuant to Section 2.03 for the Securities
of the relevant series, (ii) for any conversion of Dollars into any Foreign
Currency, the noon (New York City time) buying rate for such Foreign Currency
for cable transfers quoted in New York City as certified for customs purposes by
the Federal Reserve Bank of New York, (iii) for any conversion of one Foreign
Currency into Dollars or another Foreign Currency, the spot rate at noon local
time in the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being made
could be purchased with the Foreign Currency from which conversion is being made
from major banks located in either New York City, London or any other principal
market for Dollars or such purchased Foreign Currency, in each case determined
by the applicable Currency Determination Agent in its sole discretion and
without liability on its part. In the event of the unavailability of any of the
exchange rates provided for in the foregoing clauses (i), (ii) and (iii), the
Currency Determination Agent shall use, in its sole discretion and without
liability on its part, such quotation of the Federal Reserve Bank of New York as
of the most recent available date, or quotations from one or more major banks in
New York City, London or any other principal market for such currency or
currency unit in question, or such other quotations as the Currency
Determination Agent shall deem appropriate. Unless otherwise specified by the
Currency Determination Agent, if there is more than one market for dealing in
any currency or currency unit by reason of foreign exchange regulations or
otherwise, the market to be used with respect to such currency or currency unit
shall be that upon which a nonresident issuer of securities designated in such
currency or currency unit would purchase such currency or currency unit in order
to make payments with respect to such securities. For purposes of this
definition, a “nonresident issuer” shall mean an issuer that is not a resident
of the country or countries that issue such currency or whose currencies are
included in such currency unit.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the
President, the Chief Operating Officer, any Executive Vice President, Senior
Vice President or Vice President, the Treasurer or the Secretary of the
Corporation.

“Officers153 Certificate” means a certificate signed by two Officers or by an
Officer and an Assistant Treasurer or Assistant Secretary of the Corporation.

“Opinion of Counsel” means a written opinion from legal counsel. The counsel
may be an employee of or counsel to the Corporation.

“Place of Payment” means, when used with respect to the Securities of any
particular series, the place or places where the principal of and interest, if
any, on the Securities of that series are payable, as contemplated by Section
2.03.

“principal” of a Security means the principal of the Security (or if such
Security was issued with original issue discount, the face amount of such
Security less the remaining unamortized portion of the original issue discount
of such Security) plus, when appropriate, the premium, if any, on the Security.

“Responsible Officer” means any officer of the Trustee in its corporate trust
department or any other officer of the Trustee who customarily performs
functions similar to those performed by the persons who at the time shall be
such officers, and also means, with respect to a particular corporate trust
matter, any other officer of the Trustee to whom such matter is referred because
of his or her knowledge of and familiarity with the particular subject and who
shall have direct responsibility for the administration of this Indenture.

“SEC” means the Securities and Exchange Commission.

“Securities” means the securities issued pursuant to this Indenture from time
to time, as such securities may be amended or supplemented from time to time.

“series” when used with respect to the Securities means all Securities
bearing the same title and identified as part of a single series of Securities
by a Board Resolution.

“TIA” means the Trust Indenture Act of 1939, as in effect (unless otherwise
stated herein) on the date of this Indenture.

“Trustee” means the party named as such in this Indenture until a successor
replaces it and thereafter means the successor. The term “Trustee” includes any
additional Trustee appointed pursuant to Section 2.03 or Section 7.08 but, if at
any time there is more than one Trustee, the term “Trustee” as used with respect
to Securities of any series shall mean the Trustee with respect to Securities of
that series.

“Trust Officer” means a Vice President or any other officer of the Trustee
assigned by the Trustee to handle its corporate trust matters and who shall have
direct responsibility for the administration of this Indenture.

“Uniform Commercial Code” means the Maryland Uniform Commercial Code.

SECTION 1.02. Other Definitions.


Term		Defined in Section
“Attributable Debt”		4.01
“Bankruptcy Law”		6.01
“Component Currency”		2.13
“Consolidated Net Tangible Assets”		4.01
“Conversion Date”		2.13
“Custodian”		6.01
“Debt”		4.01
“Dollar Equivalent of the Currency Unit”		2.13
“Dollar Equivalent of the Foreign Currency”		2.13
“Election Date”		2.13
“Event of Default”		6.01
“Judgment Date”		10.13


“Legal Holiday”		10.08
“Lien”		4.01
“Long-Term Debt”		4.01
“Patriot Act”		10.20
“Paying Agent”		2.04
“Principal Property”		4.01
“Registrar”		2.04
“Restricted Property”		4.01
“Restricted Subsidiary”		4.01
“Sale-Leaseback Transaction”		4.01
“Specified Amount”		2.13
“Subsidiary”		4.01
“Substitute Date”		10.13
“United States”		4.01
“U.S. Government Obligations”		8.02
“Valuation Date”		2.13
“Voting Stock”		4.01

SECTION 1.03. Incorporation by Reference of TIA.

Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

“Commission” means the SEC;

“indenture securities” means the Securities;

“indenture security holder” means a Securityholder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee; and

“obligor” on the indenture securities means the Corporation.

All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule have the
meanings assigned to them.

SECTION 1.04. Rules of Construction.

Unless the context otherwise requires:

(1)

a term has the meaning assigned to it;

(2)

an accounting term not otherwise defined has the meaning assigned to it in
accordance with generally accepted accounting principles;

(3)

“or” is not exclusive;

(4)

words in the singular include the plural, and in the plural include the
singular;

(5)

any gender used in this Indenture shall be deemed to include the neuter,
masculine or feminine gender; and

(6)

provisions apply to successive events and transactions.

ARTICLE 2

THE SECURITIES

SECTION 2.01. Form and Dating.

The Securities shall be issued substantially in the form or forms (including
global form) as shall be established by or pursuant to a Board Resolution or
Resolutions or any supplemental indenture, in each case with such appropriate
insertions, omissions, substitutions or other variations as are required or
permitted by this Indenture. The Securities may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Security shall
be dated the date of its authentication.

Notwithstanding the foregoing, if any Security of a series is issuable in the
form of a Global Security or Securities, each such Global Security may provide
that it shall represent the aggregate amount of Securities outstanding under the
series from time to time endorsed thereon and also may provide that the
aggregate amount of Securities outstanding under the series represented thereby
may from time to time be reduced to reflect exchanges. Any endorsement of a
Global Security to reflect the amount of Securities outstanding under the series
represented thereby shall be made by the Trustee in accordance with the
instructions of the Corporation and in such manner as shall be specified on such
Global Security. Any instructions by the Corporation with respect to a Global
Security, after its initial issuance, shall be in writing but need not comply
with Section 10.04.

Before the first delivery of a Security of any series to the Trustee for
authentication, the Corporation shall deliver to the Trustee the following:

(1) the Board Resolution or Resolutions by or pursuant to which the forms and
terms of the Security have been approved;

(2) an Officers153 Certificate of the Corporation dated the date of delivery
stating that all conditions precedent provided for in this Indenture relating to
the authentication and delivery of Securities in that series have been complied
with and directing the Trustee to authenticate and deliver the Securities to or
upon written order of the Corporation; and

(3) Opinions of Counsel stating that all conditions precedent provided for in
this Indenture relating to the authentication and delivery of Securities of that
series have been complied with, the form and terms of the series have been
established by or pursuant to a Board Resolution or resolutions in conformity
with this Indenture, and that Securities in such form when completed by
appropriate insertions and executed by the Corporation and delivered by the
Corporation to the Trustee for authentication in accordance with this Indenture,
authenticated and delivered by the Trustee in accordance with this Indenture
within the authorization as to aggregate principal amount established from time
to time by the Board of Directors and sold in the manner specified in such
Opinions of Counsel will be the legal, valid and binding obligations of the
Corporation, entitled to the benefits of this Indenture, subject to applicable
bankruptcy, reorganization, insolvency and other similar laws generally
affecting creditors153 rights and to general equitable principles, and to such
other qualifications as such counsel shall conclude do not materially affect the
rights of Holders of Securities of that series or that are customarily included
in similar opinions by lawyers experienced in such matters.

Notwithstanding the foregoing, if the Corporation shall establish pursuant to
Section 2.03 that the Securities of a series are to be issued in whole or in
part in the form of one or more Global Securities, then the Corporation shall
execute and the Trustee shall, in accordance with this Section, Section 2.02 and
the authentication order of the Corporation with respect to such series,
authenticate and deliver one or more Global Securities in temporary or permanent
form that shall (a) represent and be denominated in an aggregate amount equal to
the aggregate principal amount of the Securities of such series to be
represented by one or more Global Securities, (b) be registered in the name of
the Depositary for such Global Security or Securities or the nominee of such
Depositary, (c) be delivered by the Trustee to such Depositary or pursuant to
such Depositary153s instruction, and (d) bear a legend substantially to the
following effect: “Unless and until it is exchanged in whole or in part for
Securities in definitive form, this Security may not be transferred except as a
whole by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any nominee to a successor Depositary or a nominee of any
successor Depositary.”

SECTION 2.02. Execution and Authentication.

An Officer shall sign the Securities for the Corporation by manual or
facsimile signature in the name of the Corporation.

If an Officer whose signature is on a Security no longer holds that office at
the time the Trustee authenticates the Security, the Security shall be valid
nevertheless.

A Security shall not be valid until the Trustee manually signs the
certificate of authentication on the Security. The signature shall be conclusive
evidence that the Security has been authenticated under this Indenture.

Notwithstanding the provisions of Section 2.03 and of the preceding
paragraphs, if all Securities of a series are not to be originally issued at one
time (including, for example, a series

constituting a medium-term note program), it shall not be necessary to
deliver the Officers153 Certificate or the Opinions of Counsel otherwise required
pursuant to Section 2.01 or otherwise required pursuant to such preceding
paragraphs at or prior to the time of authentication of each Security of such
series if such documents are delivered at or prior to the time of authentication
upon original issuance of the first Security of such series. In such case the
Trustee may conclusively rely on the foregoing documents and opinions delivered
pursuant to Section 2.01 and Section 2.03, and this Section, as applicable
(unless revoked by superseding comparable documents or opinions), as to the
matters set forth therein.

Notwithstanding the foregoing, if any Security shall have been duly
authenticated and delivered hereunder but never issued and sold by the
Corporation, and the Corporation shall deliver such Security to the Trustee for
cancellation as provided in Section 2.11 together with a written statement
(which need not comply with Section 2.01 and need not be accompanied by an
Opinion of Counsel) stating that such Security has never been issued and sold by
the Corporation, 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.

If any Security of a series shall be represented by a Global Security, then,
for purposes of this Section and Section 2.10, the notation of the record
owners153 interest therein upon original issuance of such Security shall be deemed
to be delivered in connection with the original issuance of each beneficial
owner153s interest in such Global Security.

The Trustee153s certificate of authentication on all Securities shall be in
substantially the following form:

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


Date:						[Name of Trustee], as Trustee

						By:

The Trustee may appoint an authenticating agent acceptable to the Corporation
to authenticate Securities. An authenticating agent may authenticate Securities
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by an authenticating
agent. An authenticating agent has the same rights as an Agent to deal with the
Corporation.

If at any time there shall be an authenticating agent appointed with respect
to any series of Securities, then the Trustee153s certificate of authentication to
be borne by the Securities of each such series shall be substantially as
follows:

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


Date:	[Name of Trustee], as Trustee

	By:
		as Authenticating Agent

	By:
		Authorized Officer

SECTION 2.03. Title, Amount and Terms of Securities.

The principal amount of Securities that may be authenticated and delivered
and outstanding under this Indenture is not limited. The Securities may be
issued in a total principal amount up to that authorized from time to time by or
pursuant to relevant Board Resolutions.

The Securities may be issued in one or more series, each of which shall be
issued pursuant to a Board Resolution or Resolutions of the Corporation, which
shall specify:

(1) the title of the Securities of that series (which shall distinguish the
Securities of that series from Securities of all other series);

(2) any limit on the aggregate principal amount of the Securities of that
series that may be authenticated and delivered under this Indenture (except for
Securities authenticated and delivered upon registration or transfer of, in
exchange for or in lieu of other Securities of that series pursuant to Sections
2.07, 2.08 or 3.07);

(3) the date or dates (or the manner of determining the same) on which the
principal of the Securities of that series is payable (which, if so provided in
the Board Resolution or Resolutions, may be determined by the Corporation from
time to time and set forth in the Securities of that series issued from time to
time);

(4) the rate or rates, or the method to be used in ascertaining the rate or
rates, at which the Securities of that series shall bear interest, if any, the
basis upon which interest shall be calculated if other than that of a 360-day
year of 12 30-day months, the date or dates from which such interest shall
accrue (which, in either case or both, if so provided in the Board Resolution or
Resolutions, may be determined by the Corporation from time to time and set
forth in the Securities of that series issued from time to time), the interest
payment dates on which such interest shall be payable (or the manner of
determining the same) and the record date for the interest payable on any
interest payment date;

(5) if the trustee of that series is other than the Trustee initially named
in this Indenture or any successor thereto, the trustee of that series;

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

(7) the period or periods within which, the price or prices at which, the
currency or currency unit in which, and the terms and conditions on which
Securities of that series may be redeemed or converted into another Security, in
whole or in part, at the option of the Corporation;

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

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

(10) if denominated in other than Dollars, the currency or currencies,
including composite currencies, in which the Securities of that series are
denominated and the denominations in which Securities of that series shall be
issuable;

(11) if the principal of and interest, if any, on the Securities of that
series are to be payable, at the election of the Corporation or a Holder
thereof, in a currency or currency unit other than that in which the Securities
are denominated or stated to be payable, in accordance with provisions in
addition to or in lieu of or in accordance with the provisions of Section 2.13,
the period or periods within which (including the Election Date), and the terms
and conditions upon which, such election may be made, and the time and manner of
determining the exchange rate between the currency or currency unit in which the
Securities are denominated or stated to be payable and the currency or currency
unit in which the Securities are to be so payable;

(12) the index, if any, used to determine the amount of payments of principal
of or interest, if any, on the Securities of that series;

(13) if the amount of payments of the principal of and interest, if any, on
the Securities of that series may be determined with reference to an index based
on a currency or currencies other than that in which the Securities of that
series are denominated, the manner in which such amounts shall be determined;

(14) if other than the full principal amount, the portion of the principal
amount of Securities of that series which shall be payable upon a declaration of
acceleration of the maturity pursuant to Section 6.02;

(15) if convertible into or exchangeable for Securities of another series or
other securities of the Corporation or another issuer, the terms upon which the
Securities of that series will be convertible into or exchangeable for such
securities;

(16) the right, if any, of the Corporation to redeem all or any part of the
Securities of that series before maturity and the period or periods within
which, the price or prices at which and the terms and conditions upon which
Securities of that series may be redeemed;

(17) the provisions, if any, restricting defeasance of the Securities of that
series;

(18) if other than or in addition to the events specified in Section 6.01,
events of default with respect to the Securities of that series;

(19) if the Securities of that series are to be issued in whole or in part in
the form of one or more Global Securities, the Depositary for such Global
Security or Securities and whether beneficial owners of interests in any such
Global Securities may exchange such interests for other Securities of such
series in the manner provided in Section 2.07, and the manner and the
circumstances under which and the place or places where any such exchanges may
occur if other than in the manner provided in Section 2.07, and any other terms
of the series relating to the global nature of the Securities of such series and
the exchange, registration or transfer thereof and the payment of any principal
thereof or interest, if any, thereon;

(20) the designation of the original Currency Determination Agent, if any,
with respect to the Securities of that series; and

(21) any other terms of or relating to the Securities of that series (which
terms shall not be inconsistent with the provisions of this Indenture).

All Securities of any particular series shall be identical as to currency of
denomination and otherwise shall be substantially identical except as to
denomination and except as may otherwise be provided in or pursuant to the
relevant Board Resolution or Resolutions.

The Trustee need not authenticate the Securities of any series if their terms
impose on the Trustee duties in addition to those imposed on the Trustee by this
Indenture. If the Trustee does authenticate any such Securities, the
authentication will evidence the Trustee153s agreement to comply with any such
additional duties.

Each Depositary designated pursuant to this Section for a Global Security in
registered form shall, if required, at the time of its designation and at all
times while it serves as a Depositary, be a clearing agency registered under the
Exchange Act and any other applicable statute or regulation.

SECTION 2.04. Registrar and Paying Agent.

The Corporation shall maintain an office or agency where Securities may be
presented for registration of transfer or for exchange (“Registrar”) and an
office or agency where Securities may be presented for payment (“Paying Agent”).
The Registrar shall keep a register of the Securities and of their transfer and
exchange. The Corporation may have one or more co-registrars and one or more
additional paying agents. The term “Paying Agent” includes any additional paying
agent. There may be separate Registrars and Paying Agents for different series
of Securities.

The Corporation shall enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture. The
agreement shall implement the provisions of this Indenture that relate to such
Agent. The Corporation shall notify the Trustee of the name and address of any
such Agent. If the Corporation fails to maintain a Registrar or Paying Agent,
the Trustee shall act as such.

The Corporation initially appoints the Trustee as Registrar and Paying Agent.

SECTION 2.05. Paying Agent to Hold Money in Trust.

Each Paying Agent for any series of Securities shall hold in trust for the
benefit of Holders of Securities of the same series or the Trustee all money
held by the Paying Agent for the payment of principal of or interest, if any, on
such Securities and shall notify the Trustee of any default by the Corporation
in making such payment. If the Corporation or a Subsidiary acts as Paying Agent
with respect to a series of Securities, it shall segregate the money for that
series and hold it as a separate trust fund. The Corporation at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon doing so
the Paying Agent shall have no further liability for the money.

SECTION 2.06. Securityholder Lists.

For each series of Securities, the Trustee shall preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of Holders of Securities of that series. If the Trustee is
not the Registrar, the Corporation shall furnish or cause to be furnished to the
Trustee on or before each interest payment date for each series of Securities
and at such other times as the Trustee may request in writing a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of Holders of Securities of that series.

SECTION 2.07. Transfer and Exchange.

Where a Security (other than a Global Security, except as set forth herein)
is presented to the Registrar or a co-registrar with a request to register a
transfer, the Registrar shall register the transfer as requested if the
requirements of Section 8-401(1) of the Uniform Commercial Code (or any
successor provision) are met. Where Securities (other than a Global Security,
except as set forth herein) of any series are presented to the Registrar or a
co-registrar with a request to exchange them for an equal principal amount of
Securities of other denominations of the same series with identical terms as the
Securities exchanged, the Registrar shall make the exchange as requested if the
same requirements are met. To permit transfers and exchanges, the Trustee shall
authenticate Securities at the Registrar153s request. The Corporation may charge a
reasonable fee for any transfer or exchange, but not for any exchange pursuant
to Section 2.10, 3.07 or 9.05. The Corporation shall not be required to make
transfers or exchanges of Securities of any series for a period of 15 days
before a selection of Securities of the same series to be redeemed or before an
interest payment.

Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in definitive form, a Global
Security representing all or a portion of the Securities of a series may not be
transferred except as a whole by the Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.

None of the Corporation, the Trustee, the Paying Agent, the Registrar or any
co-registrar shall 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 for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

If at any time the Depositary for the Securities of a series notifies the
Corporation that it is unwilling or unable to continue as Depositary for the
Securities of such series or if at any time the Depositary for the Securities of
such series no longer shall be eligible under Section 2.03, the Corporation
shall appoint a successor Depositary with respect to the Securities of such
series. If a successor Depositary for the Securities of such series is not
appointed by the Corporation within 90 days after the Corporation receives such
notice or becomes aware of such ineligibility, the Corporation153s election
pursuant to Section 2.03(19) no longer shall be effective with respect to the
Securities of such series and the Corporation will execute, and the Trustee,
upon receipt of an order of the Corporation for the authentication and delivery
of definitive Securities of such series, will authenticate and deliver
Securities of such series in definitive form in an aggregate principal amount
equal to the principal amount of the Global Security or Securities representing
such series in exchange for such Global Security or Securities.

The Corporation may at any time and in its sole discretion determine that the
Securities of any series issued in the form of one or more Global Securities no
longer shall be represented by such Global Security or Securities. In such event
the Corporation will execute, and the Trustee, upon receipt of an order of the
Corporation for the authentication and delivery of definitive Securities of such
series, will authenticate and deliver Securities of such series in definitive
form in an aggregate principal amount equal to the principal amount of the
Global Security or Securities representing such series in exchange for such
Global Security or Securities.

If specified by the Corporation pursuant to Section 2.03 with respect to a
series of Securities, the Depositary for such series of Securities may surrender
a Global Security for such series of Securities in exchange in whole or in part
for the Securities of such series in definitive form on such terms as are
acceptable to the Corporation and such Depositary. Thereupon, the Corporation
shall execute, and the Trustee shall authenticate and deliver:

(1) to each party specified by such Depositary a new Security or Securities
of the same series, of any authorized denomination as requested by such party in
aggregate principal amount equal to and in exchange for such party153s beneficial
interest in the Global Security; and

(2) to such Depositary a new Global Security in a denomination equal to the
difference, if any, between the principal amount of the surrendered Global
Security and the aggregate principal amount of Securities delivered to Holders
thereof.

Upon the exchange of the Global Security for Securities in definitive form,
such Global Security shall be canceled by the Trustee. Securities issued in
exchange for a Global Security pursuant to this Section shall be registered in
such names and in such authorized denominations as the Depositary for such
Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
such Securities to the parties in whose names such Securities are so registered.

SECTION 2.08. Replacement Securities.

If the Holder of a Security claims that the Security has been mutilated,
destroyed, lost or stolen, the Corporation may issue and the Trustee shall
authenticate a replacement Security of the same series with identical terms as
the Securities exchanged if the requirements of Section 8-405 of the Uniform
Commercial Code (or any successor provision) are met. Such Holder shall furnish
an indemnity bond sufficient in the judgment of the Corporation and the Trustee
to protect the Corporation, the Trustee, the Paying Agent, the Registrar and any
co-registrar from any loss that any of them may suffer if a Security is
replaced. The Corporation and the Trustee may charge for their expenses in
replacing a Security.

In case any such mutilated, destroyed, lost or stolen Security has become due
and payable, the Corporation in its discretion may, instead of issuing a new
Security, pay such Security (without surrender thereof, except in the case of a
mutilated Security) if the applicant for such payment shall furnish to the
Corporation, the Trustee, the Paying Agent, the Registrar and any co-registrar
for such Security such security or indemnity as may be required by them to hold
each of them harmless, and in case of destruction, loss or theft, evidence
satisfactory to the Corporation, the Trustee, the Paying Agent, the Registrar
and any co-registrar, and any agent of any of them, of the destruction, loss or
theft of such Security and the ownership thereof.

Upon the issuance of any new Security under this Section, the Corporation may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses in
connection therewith (including all fees and expenses of the Trustee, the Paying
Agent, the Registrar and any co-registrar for such Security).

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

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 2.09. Outstanding Securities.

Securities outstanding at any time are all Securities authenticated by the
Trustee (and, in the case of Global Securities, endorsed by the Trustee) except
for those canceled by it, those delivered to it for cancellation and those
described in this Section as not outstanding. A Security does not cease to be
outstanding because the Corporation, or an affiliate of the Corporation, holds
the Security.

If a Security is replaced pursuant to Section 2.08, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Security is held by a bona fide purchaser.

If the Paying Agent holds on a redemption date or maturity date money
sufficient to pay Securities payable on that date, then on and after that date
such Securities cease to be outstanding and interest on them ceases to accrue.

If a Security is called for redemption, the Corporation and the Trustee need
not treat the Security as outstanding in determining whether Holders of the
required principal amount of Securities have concurred in any direction, waiver
or consent.

SECTION 2.10. Temporary Securities.

Until definitive Securities of any series are ready for delivery or a
permanent Global Security or Securities are prepared, as the case may be, the
Corporation may prepare and the Trustee shall authenticate temporary Securities
or one or more temporary Global Securities, as the case may be, of the same
series. Temporary Securities of any series shall be substantially in the form of
definitive Securities or permanent Global Securities, as the case may be, of the
same series, but may have variations that the Corporation considers appropriate
for temporary Securities. Without unreasonable delay, the Corporation shall
prepare and the Trustee shall authenticate definitive Securities or a permanent
Global Security or Securities, as the case may be, of the same series in
exchange for temporary Securities. Until so exchanged, the temporary Securities
of any series shall be entitled to the same benefits under this Indenture as
definitive Securities or permanent Global Securities of such series.

SECTION 2.11. Cancellation.

The Corporation at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities surrendered to them for transfer, exchange or payment. The
Trustee and no one else shall cancel and dispose of all Securities surrendered
for transfer, exchange, payment or cancellation, and shall so certify to the
Corporation upon its written request therefor. The Corporation may not issue new
Securities to replace Securities it has paid or it has delivered to the Trustee
for cancellation.

SECTION 2.12. Defaulted Interest.

If the Corporation defaults in a payment of interest on any Securities of any
series, it shall pay the defaulted interest to the persons who are Holders of
those Securities on a subsequent special record date. The Corporation shall fix
the special record date and the payment date in respect thereof. At least 15
days before the special record date, the Corporation shall give notice to each
Holder of Securities of that series a notice that states the special record
date, the payment date and the amount of defaulted interest to be paid. The
Corporation may pay defaulted interest in any other lawful manner.

SECTION 2.13. Currency and Manner of Payments in Respect of
Securities.

(a) With respect to Securities of any series not permitting the election
provided for in subsection (b) below or the Holders of which have not made the
election provided for in subsection (b) below, except as provided in subsection
(d) below, payment of the principal of and interest, if any, on any Security of
such series will be made in the currency or currency unit in which such Security
is payable.

(b) It may be provided pursuant to Section 2.03 with respect to Securities of
any series that Holders shall have the option, subject to subsections (d) and
(e) below, to receive payments of principal of or interest, if any, on such
Securities in any of the currencies or currency units that may be designated for
such election by delivering to the Trustee for such series of Securities a
written election with signature guarantees and in form and substance
satisfactory to such Trustee, not later than the close of business on the
Election Date immediately preceding the applicable payment date. If a Holder so
elects to receive payments in any such currency or currency unit, such election
will remain in effect for such Holder until changed by such Holder by written
notice to the Trustee for such series of Securities (but any such change must be
made not later than the close of business on the Election Date immediately
preceding the next payment date to be effective for the payment to be made on
such payment date and no such change of election may be made with respect to
payments to be made on any Security of such series with respect to which an
Event of Default has occurred or notice of redemption has been given by the
Corporation pursuant to Article 3). In the event any Holder makes any such
election pursuant to the preceding sentence, such election will not be effective
on any transferee of such Holder and such transferee shall be paid in the
currency or currency unit indicated pursuant to subsection (a) above unless such
transferee makes an election pursuant to the preceding sentence; provided,
however, that such election, if in effect while funds are on deposit with
respect to the Securities of such series as described in Section 8.01, 8.02 or
8.03, will be effective on any transferee of such Holder unless otherwise
specified pursuant to Section 2.03 for the Securities of such series. Any Holder
of any such Security who shall not have delivered any such election to the
Trustee of such series of Securities not later than the close of business on the
applicable Election Date will be paid the amount due on the applicable payment
date in the relevant currency or currency unit as provided in subsection (a)
above. In no case may a Holder of Securities of any series elect to receive
payments in any currency or currency unit as described in this subsection
following a deposit of funds with respect to the Securities of such series as
described in Section 8.01, 8.02 or 8.03.

(c) If the election referred to in subsection (b) above has been provided for
pursuant to Section 2.03, then not later than the fourth Business Day after the
Election Date for each payment date for Securities of any series, the Currency
Determination Agent for that series will deliver to the Corporation a written
notice specifying, in the currency or currency unit in which Securities of such
series are payable, the respective aggregate amounts of principal of and
interest, if any, on the Securities to be made on such payment date, and
specifying the amounts in such currency or currency unit so payable with respect
to the Securities of such series as to which the Holders thereof shall have
elected to be paid in a currency or currency unit other than that in which such
series is denominated as provided in subsection (b) above. If the election
referred to in subsection (b) above has been provided for pursuant to Section
2.03 and if at least one Holder has made such election, then, on the second
Business Day preceding such payment date the Corporation will deliver to the
Trustee for such series of Securities an Exchange Rate Officers153 Certificate
with respect to the Dollar, Foreign Currency or currency unit payments to be
made on such payment date. The Dollar, Foreign Currency or currency unit amount
receivable by Holders of Securities who have elected payment in a currency or
currency unit as provided in subsection (b) above shall, unless otherwise
provided pursuant to Section 2.03, be determined by the Corporation on the basis
of the applicable Market Exchange Rate in effect on the third Business Day (the
“Valuation Date”) immediately preceding each payment date.

(d) If a Conversion Event occurs with respect to a Foreign Currency or any
currency unit in which any of the Securities are denominated or payable other
than pursuant to an election provided for pursuant to subsection (b) above, then
with respect to each date for the payment of principal of and interest, if any,
on the applicable Securities denominated or payable in such Foreign Currency or
such currency unit occurring after the last date on which such Foreign Currency
or such currency unit was available (the “Conversion Date”), the Dollar shall be
the currency of payment for use on each such payment date. The Dollar amount to
be paid by the Corporation to the Trustee of each such series of Securities and
by such Trustee or any Paying Agent to the Holders of such Securities with
respect to such payment date shall be the amount that would have been payable in
Foreign Currency or currency units but expressed in Dollars according to the
Dollar Equivalent of the Foreign Currency or, in the case of a currency unit,
the Dollar Equivalent of the Currency Unit, in each case as determined by the
Currency Determination Agent in the manner provided in subsection (f) or (g)
below.

(e) If the Holder of a Security denominated in any currency or currency unit
shall have elected to be paid in another currency or currency unit as provided
in subsection (b) above, and a Conversion Event occurs with respect to such
elected currency or currency unit, such Holder shall receive payment in the
currency or currency unit in which payment would have been made in the absence
of such election. If a Conversion Event occurs with respect to the currency or
currency unit in which payment would have been made in the absence of such
election, such Holder shall receive payment in Dollars as provided in subsection
(d) above.

(f) The “Dollar Equivalent of the Foreign Currency” shall be determined by
the Currency Determination Agent and shall be obtained for each subsequent
payment after the Conversion Date by converting the specified Foreign Currency
into Dollars at the Market Exchange Rate on the Conversion Date.

(g) The “Dollar Equivalent of the Currency Unit” shall be determined by the
Currency Determination Agent and subject to the provisions of subsection (h)
below shall be the sum of each amount obtained by converting the Specified
Amount of each Component Currency into Dollars at the Market Exchange Rate for
such Component Currency on the Valuation Date with respect to each payment.

(h) For purposes of this Section the following terms shall have the following
meanings:

A “Component Currency” shall mean any currency which, on the Conversion Date,
was a component currency of the relevant currency unit.

A “Specified Amount” of a Component Currency shall mean the number of units
of such Component Currency or fractions thereof which were represented in the
relevant currency unit on the Conversion Date. If after the Conversion Date the
official unit of any Component Currency is altered by way of combination or
subdivision, the Specified Amount of such Component Currency shall be divided or
multiplied in the same proportion. If after the Conversion Date two or more
Component Currencies are consolidated into a single currency, the respective
Specified Amounts of such Component Currencies shall be replaced by an amount in
such single currency equal to the sum of the respective Specified Amounts of
such consolidated Component Currencies expressed in such single currency, and
such amount thereafter shall be a Specified Amount and such single currency
shall thereafter be a Component Currency. If after the Conversion Date any
Component Currency shall be divided into two or more currencies, the Specified
Amount of such Component Currency shall be replaced by amounts of such two or
more currencies, each of whose Dollar Equivalent at the Market Exchange Rate on
the date of such replacement shall be equal to the Dollar Equivalent of the
Specified Amount of such former Component Currency at the Market Exchange Rate
on such date divided by the number of currencies into which such Component
Currency was divided, and such amounts shall thereafter be Specified Amounts and
such currencies shall thereafter be Component Currencies. If, after the
Conversion Date of the relevant currency unit a Conversion Event (other than any
event referred to above in this definition of “Specified Amount”) occurs with
respect to any Component Currency of such currency unit and is continuing on the
applicable Valuation Date, the Specified Amount of such Component Currency
shall, for purposes of calculating the Dollar Equivalent of the Currency Unit,
be converted into Dollars at the Market Exchange Rate in effect on the
Conversion Date of such Component Currency.

“Election Date” shall mean any date for any series of Securities as specified
pursuant to Section 2.03(11) by which the written election referred to in
Section 2.13(b) may be made, such date to be not later than the regular record
date for the earliest payment for which such election may be effective.

All decisions and determinations of the Currency Determination Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar Equivalent
of the Currency Unit, the Market Exchange Rate and changes in the Specified
Amounts as specified above shall be in its sole discretion and shall, in the
absence of manifest error, be conclusive for all purposes and irrevocably
binding upon the Corporation, the Trustee for the applicable series of
Securities and all Holders of such Securities denominated or payable in the
relevant currency or currency units.

The Currency Determination Agent shall promptly give written notice to the
Corporation and the Trustee for the applicable series of Securities of any such
decision or determination.

In the event of a Conversion Event with respect to a Foreign Currency, the
Corporation, after learning thereof, will immediately give written notice
thereof to the Trustee of the appropriate series of Securities and the Currency
Determination Agent with respect to such series (and such Trustee will promptly
thereafter give notice to the Holders) specifying the Conversion Date. In the
event of a Conversion Event with respect to any currency unit in which
Securities are denominated or payable, the Corporation, after learning thereof,
will immediately give written notice thereof to the Trustee of the applicable
series of Securities and the Currency Determination Agent with respect to such
series (and such Trustee promptly thereafter will give notice to the Holders)
specifying the Conversion Date and the Specified Amount of each Component
Currency on the Conversion Date. In the event of any subsequent change in any
Component Currency as set forth in the definition of Specified Amount above, the
Corporation, after learning thereof, similarly will give written notice to the
Trustee of the applicable series of Securities and the Currency Determination
Agent.

The Trustee of the applicable series of Securities shall be fully justified
and protected in relying and acting upon information received by it from the
Corporation and the Currency Determination Agent and shall not otherwise have
any duty or obligation to determine such information independently.

SECTION 2.14. Appointment and Resignation of Currency Determination
Agent.

(a) If and so long as the Securities of any series (i) are denominated in a
currency unit or a currency other than Dollars or (ii) may be payable in a
currency unit or a currency other than Dollars, or so long as it is required
under any other provision of this Indenture, then the Corporation will maintain
with respect to each such series of Securities, or as so required, a Currency
Determination Agent. The Corporation will cause the Currency Determination Agent
to make the necessary foreign exchange determinations at the time and in the
manner specified pursuant to Sections 2.03 and 2.13 for the purpose of
determining the applicable rate of exchange and for the purpose of converting
the issued currency or currency unit into the applicable payment currency or
currency unit for the payment of principal and interest, if any, pursuant to
Section 2.13.

(b) No resignation of the Currency Determination Agent and no appointment of
a successor Currency Determination Agent pursuant to this Section shall become
effective until the acceptance of appointment by the successor Currency
Determination Agent as evidenced by a written instrument delivered to the
Corporation and the Trustee of the applicable series of Securities accepting
such appointment executed by the successor Currency Determination Agent.

(c) If the Currency Determination Agent shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the Currency
Determination Agent for any cause, with respect to the Securities of one or more
series, the Corporation, by a Board Resolution, shall promptly appoint a
successor Currency Determination Agent or Currency Determination Agents with
respect to the Securities of that or those series (it being understood that any
such successor Currency Determination Agent may be appointed with respect to the

Securities of one or more or all of such series and that at any time there
shall only be one Currency Determination Agent with respect to the Securities of
any particular series).

ARTICLE 3

REDEMPTION

SECTION 3.01. Applicability of this Article.

Securities of any series that are redeemable at the option of the Corporation
prior to their maturity shall be redeemable in accordance with their terms
(except as otherwise specified in this Indenture for Securities of any series)
and in accordance with this Article.

SECTION 3.02. Notices to Trustee.

If the Corporation elects to redeem any Securities, it shall notify the
Trustee of the redemption date and the principal amount of Securities to be
redeemed in accordance with the terms of the Securities. If the redemption is of
less than all the outstanding Securities of a series, the Corporation shall
furnish to the Trustee a written statement signed by an Officer of the
Corporation stating that with respect to that series there exists no Event of
Default and no circumstance that, after notice or the passage of time or both,
would constitute an Event of Default. The Corporation shall give the notice
provided for in this Section at least 50 days before the redemption date.

SECTION 3.03. Selection of Securities to be Redeemed.

If, at the option of the Corporation, less than all the Securities of a
series are to be redeemed, the Trustee shall select the Securities to be
redeemed by a method the Trustee considers fair and appropriate, subject to any
applicable stock exchange requirements. The Trustee shall make the selection
from outstanding Securities not previously called for redemption. The Trustee
may select for redemption portions of the principal of Securities that have a
denomination larger than $1,000 (or the applicable minimum denomination for such
Securities). Securities and portions of them it selects shall be in amounts of
$1,000 (or the applicable minimum denomination for such Securities in the event
the Securities are payable in a Foreign Currency or Currencies) or a multiple of
$1,000 (or the applicable minimum denomination for such Securities in the event
the Securities are payable in a Foreign Currency or Currencies). Provisions of
this Indenture that apply to Securities called for redemption also apply to
portions of Securities called for redemption.

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

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

SECTION 3.04. Notice of Redemption.

At least 20 days but not more than 60 days before a date of redemption of
Securities at the option of the Corporation, the Corporation shall give notice
of redemption to each Holder of Securities to be redeemed.

The notice shall identify the Securities to be redeemed and shall state:

(1) the redemption date;

(2) the redemption price;

(3) the name and address of the Paying Agent;

(4) that Securities called for redemption must be surrendered to the Paying
Agent to collect the redemption price; and

(5) that interest, if any, on Securities called for redemption ceases to
accrue on and after the redemption date.

At the Corporation153s request, the Trustee shall give the notice of redemption
in the Corporation153s name and at its expense. In such event, the Corporation
will provide the Trustee with the information required by clauses (1) through
(5) above at least five Business Days prior to the date chosen for giving such
notice, or such lesser period if permitted by the Trustee in its discretion.

SECTION 3.05. Effect of Notice of Redemption.

Once notice of redemption is given, Securities called for redemption become
due and payable on the redemption date and at the redemption price stated in the
notice. Upon surrender to the Paying Agent, such Securities shall be paid at the
redemption price stated in the notice, plus accrued interest, if any, to the
redemption date; provided, however, that any regular payment of interest
becoming due on the redemption date shall be payable to the Holder of any such
Security being redeemed as provided in the Security.

SECTION 3.06. Deposit of Redemption Price.

By the opening of business on the redemption date, the Corporation shall
deposit with the Paying Agent money sufficient to pay the redemption price of
and accrued interest, if any, on all Securities to be redeemed at the option of
the Corporation on that date.

SECTION 3.07. Securities Redeemed in Part.

Upon surrender of a Security that is redeemed in part, the Trustee shall
authenticate for the Holder a new Security equal in principal amount to the
unredeemed portion of the Security surrendered.

ARTICLE 4

COVENANTS

SECTION 4.01. Certain Definitions.

“Attributable Debt” for a lease means the carrying value of the capitalized
rental obligation determined under generally accepted accounting principles. The
carrying value may be reduced by the capitalized value of the rental
obligations, calculated on the same basis, that any sublessee has for all or
part of the same property. This term does not include any obligation to make
payments arising from the transfer of tax benefits under the Economic Recovery
Tax Act of 1981 (as it may from time to time be amended, or any successor
statute) to the extent such obligation is offset by or conditioned upon receipt
of payments from another person. A lease obligation shall be counted only once
even if the Corporation and one or more of its Subsidiaries may be responsible
for the obligation.

“Consolidated Net Tangible Assets” means total assets less (1) total current
liabilities (excluding any Debt which, at the option of the borrower, is
renewable or extendable to a term exceeding 12 months and which is included in
current liabilities and further excluding any deferred income taxes that are
included in current liabilities) and (2) goodwill, patents and trademarks, all
as reflected in the Corporation153s most recent consolidated balance sheet
preceding the date of a determination under Section 4.03(11).

“Debt” means all indebtedness for borrowed money reported as debt in the
consolidated financial statements or any guarantee of such a debt and includes
purchase money obligations. This term does not include any obligation to make
payments arising from the transfer of tax benefits under the Economic Recovery
Tax Act of 1981 (as it may from time to time be amended, or any successor
statute) to the extent such obligation is offset by or conditioned upon receipt
of payments from another person. A Debt shall be counted only once even if the
Corporation and one or more of its Subsidiaries may be responsible for the
obligation.

“Lien” means any mortgage, pledge, security interest or lien. This term does
not include any obligation arising from the transfer of tax benefits under the
Economic Recovery Tax Act of 1981 (as it may from time to time be amended, or
any successor statute) to the extent such obligation is offset by or conditioned
upon receipt of payments from another person.

“Long-Term Debt” means Debt that by its terms matures on a date more than 12
months after the date it was created or Debt that the obligor may extend or
renew without the obligee153s consent to a date more than 12 months after the Debt
was created.

“Principal Property” means, as to any particular series of Securities, any
manufacturing facility located in the United States and owned by the Corporation
or by one or more Restricted Subsidiaries from the date Securities of that
series are first issued and which has, as of the date the Lien is incurred, a
net book value (after deduction of depreciation and other similar charges)
greater than 3% of Consolidated Net Tangible Assets, except (1) any such
facility or property that is financed by obligations of any State, political
subdivision of any State or the District of Columbia under terms that permit the
interest payable to the holders of the obligations to be

excluded from gross income as a result of the plant, facility or property
satisfying the conditions of Section 103(b)(4)(C), (D), (E), (F) or (H) of the
Internal Revenue Code of 1954, as amended, Section 103(b)(6) of the Internal
Revenue Code of 1954, as amended, Section 142(a) or Section 144(a) of the
Internal Revenue Code of 1986, or of any successors to such provisions, or (2)
any such facility or property which, in the opinion of the Board of Directors of
the Corporation, is not of material importance to the total business conducted
by the Corporation and its Subsidiaries taken as a whole. However, the Chief
Executive Officer or Chief Financial Officer of the Corporation may at any time
declare any manufacturing facility or other property to be a Principal Property
by delivering a certificate to that effect to the Trustee.

“Restricted Property” means, as to any particular series of Securities, any
Principal Property, any Debt of a Restricted Subsidiary owned by the Corporation
or a Restricted Subsidiary on the date Securities of that series are first
issued or secured by a Principal Property (including any property received upon
a conversion or exchange of such Debt), or any shares of stock of the
Corporation or a Restricted Subsidiary owned by the Corporation or a Restricted
Subsidiary (including any property or shares received upon a conversion, stock
split or other distribution with respect to the ownership of such stock).

“Restricted Subsidiary” means a Subsidiary that has substantially all its
assets located in, or carries on substantially all its business in, the United
States and that owns a Principal Property. Notwithstanding the preceding
sentence, a Subsidiary shall not be a Restricted Subsidiary during such period
of time as it (or any corporation (other than the Corporation) or other entity
that, directly or indirectly, beneficially owns a majority of the Voting Stock
of the Subsidiary) has shares of capital stock registered under the Exchange Act
or it files reports and other information with the SEC pursuant to Section 13 or
15(d) of the Exchange Act.

“Sale-Leaseback Transaction” means an arrangement whereby the Corporation or
a Restricted Subsidiary now owns or hereafter acquires a Principal Property,
transfers it to a person and contemporaneously leases it back from the person.
This term does not include any transaction arising from the transfer of tax
benefits under the Economic Recovery Tax Act of 1981 (as it may from time to
time be amended, or any successor statute) to the extent the obligation to make
rental payments is offset or conditioned upon receipt of payments from another
person.

“Subsidiary” means a corporation a majority of the Voting Stock of which is
owned by the Corporation, the Corporation and one or more Subsidiaries, or one
or more Subsidiaries.

“United States” means the United States of America. The Commonwealth of
Puerto Rico, the Virgin Islands and other territories and possessions are not
part of the United States.

“Voting Stock” means capital stock having voting power under ordinary
circumstances to elect directors.

SECTION 4.02. Payment of Securities.

The Corporation shall promptly pay the principal of and interest, if any, on
the Securities on the dates and in the manner provided in the Securities.

To the extent lawful, the Corporation shall pay interest on overdue
principal, if any, at the rate borne by the Securities and shall pay interest on
overdue installments of interest, if any, at the same rate.

SECTION 4.03. Limitation on Liens.

The Corporation shall not, and shall not permit any Restricted Subsidiary to,
incur a Lien on Restricted Property to secure a Debt unless:

(1) the Lien equally and ratably secures the Securities and the Debt. The
Lien may equally and ratably secure the Securities and any other obligation of
the Corporation or a Subsidiary. The Lien may not secure an obligation of the
Corporation that is subordinated to any Securities; or

(2) the Lien is on property, Debt or shares of stock of a corporation at the
time such corporation becomes a Restricted Subsidiary; or

(3) the Lien is on property at the time the Corporation or a Restricted
Subsidiary acquires the property. However, the Lien may not extend to any other
Restricted Property owned by the Corporation or a Restricted Subsidiary at the
time the property is acquired; or

(4) the Lien secures the payment of all or any part of the purchase price of
property upon the acquisition of such property by the Corporation or a
Restricted Subsidiary or secures any Debt incurred or guaranteed by the
Corporation or a Restricted Subsidiary prior to, at the time of, or within one
year after the later of the acquisition, completion of construction (including
any improvements on an existing property) or commencement of full operation of
such property, which Debt is incurred or guaranteed for the purpose of financing
all or any part of the purchase price thereof or construction or improvements
thereon, and which Debt may be in the form of obligations incurred in connection
with industrial revenue bonds or similar financings and letters of credit issued
in connection therewith; provided, however, that in the case of any such
acquisition, construction or improvement the Lien shall not apply to any
property theretofore owned by the Corporation or a Restricted Subsidiary, other
than, in the case of any such construction or improvement, any theretofore
unimproved real property on which the property so constructed or the improvement
made is located; or

(5) the Lien secures Debt of a Restricted Subsidiary owed to the Corporation
or another Restricted Subsidiary; or

(6) the Lien is on property of a corporation or other entity at the time such
corporation or other entity merges into, or consolidates or enters into a share
exchange with, the Corporation or a Restricted Subsidiary; or

(7) the Lien is on property of a person at the time the person transfers or
leases all or substantially all its assets to the Corporation or a Restricted
Subsidiary; or

(8) the Lien is in favor of any customer (including any government or
governmental authority) to secure partial, progress, advance or other payments
or performance pursuant to

any contract or statute or to secure any related indebtedness or to secure
Debt guaranteed by a government or governmental authority; or

(9) the Lien arises pursuant to any order of attachment, distraint or similar
legal process arising in connection with court proceedings so long as the
execution or other enforcement thereof is effectively stayed and the claims
secured thereby are being contested in good faith by appropriate proceedings or
the Lien is a materialmen153s, suppliers153, tax or other similar Lien arising in
the ordinary course of business securing obligations which are not overdue or
are being contested in good faith by appropriate proceedings; or

(10) as to any particular series of Securities, the Lien extends, renews or
replaces in whole or in part a Lien (“existing Lien”) permitted by any of the
clauses (1) through (9) or a Lien existing on the date that Securities of such
series are first issued. The Lien may not extend beyond the property subject to
the existing Lien. The Debt secured by the Lien may not exceed the Debt secured
at the time by the existing Lien unless the existing Lien or a predecessor Lien
was incurred under clause (1) or (5); or

(11) the Debt secured by the Lien plus all other Debt secured by Liens on
Restricted Property, excluding Debt secured by a Lien permitted by any of the
clauses (1) through (10) and any Debt secured by a Lien existing at the date of
this Indenture, at the time does not exceed 10% of Consolidated Net Tangible
Assets. Attributable Debt for any lease entered into under clause (4) of Section
4.04 shall be included in the determination and treated as Debt secured by a
Lien on Restricted Property not otherwise permitted by any of the clauses (1)
through (10).

SECTION 4.04. Limitation on Sale-Leaseback Transactions.

The Corporation shall not, and shall not permit any Restricted Subsidiary to,
enter into a Sale-Leaseback Transaction unless:

(1) the lease has a term of three years or less; or

(2) the lease is between the Corporation and a Restricted Subsidiary or
between Restricted Subsidiaries; or

(3) the Corporation or a Restricted Subsidiary under clauses (2) through (10)
of Section 4.03 could create a Lien on the property to secure Debt at least
equal in amount to the Attributable Debt for the lease; or

(4) the Corporation or a Restricted Subsidiary under clause (11) of Section
4.03 could create a Lien on the property to secure Debt at least equal in amount
to the Attributable Debt for the lease; or

(5) the Corporation or a Subsidiary owns or acquires other property which
will be made a Principal Property and is determined by the Board of Directors of
the Corporation to have a fair value equal to or greater than the Attributable
Debt incurred; or

(6) (A) the Corporation or a Restricted Subsidiary makes an optional
repayment in cash of its Debt at least equal in amount to the Attributable Debt
for the lease,

(B) the prepayment is made within 120 days of the effective date of the
lease,

(D) the Debt prepaid was Long-Term Debt at the time it was created.

SECTION 4.05. No Lien Created, etc.

This Indenture and the Securities do not create a Lien, charge or encumbrance
on any property of the Corporation or any Subsidiary.

SECTION 4.06. Compliance Certificate.

The Corporation shall deliver to the Trustee within 120 days after the end of
each fiscal year of the Corporation an Officers153 Certificate stating whether or
not the signers know of any default by the Corporation in performing its
covenants in Section 4.03 or 4.04. If they do know of such a default, the
certificate shall describe the default. The certificate need not comply with
Section 10.05.

SECTION 4.07. SEC Reports.

The Corporation shall deliver to the Trustee within 15 days after it files
them with the SEC, 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 SEC may by rules and regulations prescribe) which the Corporation is
required to file with the SEC pursuant to Section 13 or Section 15(d) of the
Exchange Act. The Corporation also shall comply with the other provisions of TIA
Section 314(a). Delivery of such reports, information and documents to the
Trustee is for informational purposes only and the Trustee153s receipt of such
shall not constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Corporation153s
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers153 Certificates).

ARTICLE 5

SUCCESSOR CORPORATION

SECTION 5.01. When the Corporation May Merge, etc.

The Corporation shall not consolidate with or merge into, or transfer all or
substantially all its assets to another corporation, unless (1) the resulting,
surviving or transferee corporation assumes by supplemental indenture all the
obligations of the Corporation under the Securities and this Indenture, (2)
immediately after giving effect to such transaction no Event of Default and no
circumstances which, after notice or lapse of time or both, would become an
Event of

Default, shall have happened and be continuing, and (3) the Corporation shall
have delivered to the Trustee an Officers153 Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such
supplemental indenture comply with this Indenture, and thereafter all such
obligations of the Corporation shall terminate.

SECTION 5.02. When Securities Must be Secured.

If upon any such consolidation, merger or transfer a Restricted Property
would become subject to an attaching Lien that secures Debt, then, at the time
or before the consolidation, merger or transfer occurs, the Corporation by
supplemental indenture shall secure the Securities by a direct lien on the
Restricted Property. The direct Lien shall have priority over all Liens on the
Restricted Property except those already on it, provided that the direct Lien
also may equally and ratably secure the Securities and any other obligation of
the Corporation or a Subsidiary. However, the Corporation need not comply with
this Section if:

(1) upon the consolidation, merger or transfer the attaching Lien will secure
the Securities equally and ratably with or prior to Debt secured by the
attaching Lien; or

(2) the Corporation or a Restricted Subsidiary under any of the clauses (2)
through (11) of Section 4.03 could create a Lien on the Restricted Property to
secure Debt at least equal in amount to that secured by the attaching Lien.

ARTICLE 6

DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

An “Event of Default” occurs with respect to a series of Securities if:

(1) the Corporation defaults in the payment of interest on any Security of
that series when the same becomes due and payable and the default continues for
a period of 30 days;

(2) the Corporation defaults in the payment of the principal of any Security
of that series when the same becomes due and payable at maturity, upon
redemption or otherwise;

(3) the Corporation fails to comply with any of its other agreements in the
Securities of that series or this Indenture for the benefit of that series and
the default continues for the period and after the notice specified in this
Section;

(4) the Corporation pursuant to or within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

(B) consents to the entry of an order for relief against it in an involuntary
case,

(D) makes a general assignment for the benefit of its creditors;

(5) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

(A) is for relief against the Corporation in an involuntary case,

(B) appoints a Custodian of the Corporation or for all or substantially all
of the property of the Corporation, or

(C) orders the winding up or liquidation of the Corporation, and the order or
decree remains unstayed and in effect for 90 days; or

(6) there occurs any other event specifically described as an Event of
Default by the Securities of that series.

The term “Bankruptcy Law” means Title 11, United States Code, or any similar
Federal or state law for the relief of debtors. The term “Custodian” means any
receiver, trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

A default under clause (3) is not an Event of Default with respect to a
series of Securities until the Trustee or the Holders of at least 25% in
principal amount of the Securities of that series notify the Corporation of the
default and the Corporation does not cure the default within 90 days after
receipt of the notice. The notice must specify the default, demand that it be
remedied and state that the notice is a “Notice of Default.” Subject to Sections
7.01 and 7.02 the Trustee shall not be charged with knowledge of any default
unless written notice thereof shall have been given to the Trustee by the
Corporation, the Paying Agent, the Holder of a Security or an agent of such
Holder.

SECTION 6.02. Acceleration.

If an Event of Default with respect to a series of Securities occurs and is
continuing, the Trustee, by notice to the Corporation or the Holders of at least
25% in principal amount of the Securities of that series by notice to the
Corporation and the Trustee, may declare the principal (or, in the case of
Discounted Securities, such amount of principal as may be provided for in such
Securities) of and accrued interest, if any, on all the Securities of that
series to be due and payable immediately. Upon such a declaration such principal
and interest, if any, shall be due and payable immediately. The Holders of a
majority in principal amount of the Securities of any series by notice to the
Trustee may rescind an acceleration (and upon such rescission any Event of
Default caused by such acceleration shall be deemed cured) with respect to that
series and its consequences if all existing Events of Default with respect to
the series have been cured or waived, if the rescission would not conflict with
any judgment or decree, and if all payments due to the Trustee and any
predecessor Trustee under Section 7.07 have been made.

SECTION 6.03. Other Remedies.

If an Event of Default with respect to a series of Securities occurs and is
continuing, the Trustee may pursue any available remedy by proceeding at law or
in equity to collect the

payment of principal of (or, in the case of Discounted Securities, such
amount of principal as may be provided for in such Securities) or interest, if
any, on the Securities of that series or to enforce the performance of any
provision of such Securities or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the
Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative to the
extent permitted by law.

SECTION 6.04. Waiver of Past Defaults.

Subject to Section 9.02 the Holders of a majority in principal amount of the
Securities of a series by notice to the Trustee may waive an existing Default or
Event of Default with respect to that series and its consequences. When a
Default or Event of Default is waived, it is cured and stops continuing, but no
such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereto.

SECTION 6.05. Control by Majority.

The Holders of a majority in principal amount of the Securities of a series
may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or of exercising any trust or power conferred on
it with respect to that series. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, or, subject to Section
7.01, that the Trustee determines is unduly prejudicial to the rights of other
Holders of Securities of the same series or would involve the Trustee in
personal liability.

SECTION 6.06. Limitation on Suits.

No Holder of a Security of any series may pursue any remedy with respect to
this Indenture or the Securities unless:

(1) the Holder gives to the Trustee written notice stating that an Event of
Default with respect to the Securities of the series is continuing;

(2) the Holders of at least 25% in principal amount of the Securities of that
series make a written request to the Trustee to pursue the remedy;

(3) such Holder or Holders offer to the Trustee indemnity satisfactory to the
Trustee against any loss, liability or expense;

(4) the Trustee does not comply with the request within 60 days after receipt
of the request and the offer of indemnity; and

(5) during such 60-day period the Holders of a majority in principal amount
of the Securities of that series do not give the Trustee a direction
inconsistent with the request.

A Securityholder may not use this Indenture to prejudice the rights of
another Securityholder or to obtain a preference or priority over any other
Securityholder.

SECTION 6.07. Rights of Holders to Receive Payment.

Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal of and interest, if any, on the Security
on or after the respective due dates expressed in the Security, or to bring suit
for the enforcement of any such payment on or after such respective date, shall
not be impaired or affected without the consent of the Holder.

SECTION 6.08. Collection Suit by Trustee.

If an Event of Default in payment of interest or principal specified in
Section 6.01(1) or (2) occurs and is continuing, subject to Sections 6.02 and
6.04 the Trustee may recover judgment in its own name and as trustee of an
express trust against the Corporation for the whole amount of principal and
interest, if any, remaining unpaid.

SECTION 6.09. Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee and the
Securityholders allowed in any judicial proceedings relative to the Corporation,
or any of its creditors or property, and unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other person performing similar functions.

SECTION 6.10. Priorities.

If the Trustee collects any money pursuant to this Article with respect to
the Securities of any series, it shall pay out the money in the following order:

First: to the Trustee for amounts due under Section 7.07;

Second: to Holders of Securities of that series for amounts due and unpaid on
such Securities for principal and interest, if any, ratably, without preference
or priority of any kind, according to the amounts due and payable on such
Securities for principal and interest, if any, respectively; and

Third: to the Corporation.

The Trustee may fix a record date and payment date for any payment to
Securityholders pursuant to this Section.

SECTION 6.11. 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 or omitted by it as
Trustee, a court in its discretion may require the filing by any party litigant
in the suit other than the Trustee of an undertaking to pay the costs of the
suit, and the court in its discretion may assess reasonable costs, including

reasonable attorneys153 fees and expenses, against any party litigant in the
suit including the Trustee, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit
by Holders of more than 10% in principal amount of the Securities of any series.

ARTICLE 7

TRUSTEE

SECTION 7.01. Duties of Trustee.

(a) If an Event of Default has occurred and is continuing, the Trustee shall
with respect to Securities exercise its rights and powers 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.

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

(1) the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others; and

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

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

(1) this subsection does not limit the effect of subsection (b) above;

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

(3) the Trustee shall not be liable with respect to any action it takes or
omits to take in good faith in accordance with a direction received by it
pursuant to Section 6.05.

(d) Every provision of this Indenture that in any way relates to the Trustee
is subject to subsections (a), (b) and (c) above.

(e) The Trustee may refuse to perform any duty or exercise any right or power
unless it receives indemnity satisfactory to it against any loss, liability or
expense.

(f) The Trustee shall not be liable for interest on any money received by it
except as the Trustee may agree with the Corporation.

SECTION 7.02. Rights of Trustee.

(a) Subject to Section 7.01 the Trustee may rely conclusively on any document
believed by it to be genuine and to have been signed or presented by the proper
person. The Trustee need not investigate any fact or matter stated in the
document.

(b) Before the Trustee acts or refrains from acting, it may require an
Officers153 Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on the
Officers153 Certificate or Opinion of Counsel.

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

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

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

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

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

(h) The Trustee may request that the Corporation deliver a certificate
setting forth the names of individuals and/or titles of officers authorized at
such time to take specified actions pursuant to this Indenture.

SECTION 7.03. Individual Rights of Trustee, etc.

The Trustee in its individual or any other capacity may become the owner or
pledgee of Securities and may otherwise deal with the Corporation or any of its
affiliates with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights. However, the Trustee must comply with Sections
7.10 and 7.11.

SECTION 7.04. Trustee153s Disclaimer.

The Trustee makes no representations as to the validity or adequacy of this
Indenture or the Securities, it shall not be accountable for the Corporation153s
use of the proceeds from the Securities, and it shall not be responsible for any
statement in the Securities other than its certificate of authentication.

SECTION 7.05. Notice of Defaults.

If a Default occurs with respect to a series of Securities and is continuing
and if it is known to the Trustee, the Trustee shall give notice of the Default
to each Holder of Securities of that series within 90 days after it occurs.
Except in the case of a default in payment on any Security, the Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of such
Holders.

SECTION 7.06. Reports by Trustee to Holders.

If required pursuant to TIA Section 313(a), the Trustee, within 60 days after
each May 15, shall mail to each Securityholder a brief report dated as of May 15
that complies with TIA Section 313(a). The Trustee also shall comply with the
reporting obligations of TIA Section 313(b).

A copy of each report at the time of its mailing to Securityholders shall be
filed with the SEC and each stock exchange on which the Securities are listed.
The Corporation agrees to notify the Trustee whenever the Securities become
listed on any stock exchange.

SECTION 7.07. Compensation and Indemnity.

The Corporation shall pay to the Trustee from time to time reasonable
compensation for its services. The Corporation shall reimburse the Trustee upon
request for all reasonable out-of-pocket expenses incurred by it. Such expenses
shall include the reasonable compensation and expenses of the Trustee153s agents
and counsel. The Corporation shall fully indemnify the Trustee against any and
all losses, claims, damages, expenses or liabilities incurred by it in
connection with the administration of this trust and its duties hereunder. The
Trustee, upon a Trust Officer becoming aware thereof, shall notify the
Corporation promptly of any claim for which it may seek indemnity. The
Corporation need not pay for any settlement made without its consent. The
Corporation need not reimburse any expense or indemnify against any loss or
liability incurred by the Trustee through its own gross negligence, bad faith,
or willful misconduct.

To secure the Corporation153s payment obligations in this Section, the Trustee
shall have a senior claim to which the Securities are hereby made subordinate on
all money or property held or collected by the Trustee, except that held in
trust to pay principal of and interest, if any, on particular Securities. The
provisions of this Section shall survive the termination of this Indenture or
the resignation or removal of the Trustee.

When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

The benefits of this Section 7.07 shall survive the termination of this
Indenture.

SECTION 7.08. Replacement of Trustee.

The Trustee may resign with respect to the Securities of one or more series
by so notifying the Corporation. The Holders of a majority in principal amount
of the Securities of any series may remove the Trustee with respect to that
series by so notifying the removed Trustee and may appoint a successor Trustee
with the Corporation153s consent. The Corporation may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged a bankrupt or an insolvent;

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

(4) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of
trustee for any reason, the Corporation shall promptly appoint a successor
Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to
the retiring Trustee and to the Corporation. Immediately thereafter, the
retiring Trustee shall transfer all property held by it as Trustee for the
benefit of the series with respect to which it is retiring to the successor
Trustee, the resignation or removal of the retiring Trustee shall then become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture with respect to that series. A
successor Trustee shall give notice of its succession to each Holder of the
Securities of the series affected.

If pursuant to Section 2.03(5) a trustee, other than the Trustee initially
named in this Indenture (or any successor thereto), is appointed with respect to
one or more series of Securities, the Corporation, the Trustee initially named
in this Indenture (or any successor thereto) and such newly appointed trustee
shall execute and deliver a supplement to this Indenture which shall contain
such provisions as shall be necessary or desirable to confirm that all the
rights, powers, trusts and duties of the Trustee initially named in this
Indenture (or any successor thereto) with respect to the Securities of any
series as to which the Trustee is continuing as trustee hereunder shall continue
to be vested in the Trustee initially named in this Indenture (or any successor
thereto), and shall add to, supplement or change any of the provisions of this
Indenture as shall be necessary or desirable 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 relating to the separate series of
Securities as if it were acting under a separate indenture.

If a successor Trustee with respect to a series of Securities does not take
office within 60 days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Corporation or the Holders of a majority in principal
amount of the Securities of that series may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

If the Trustee with respect to a series of Securities fails to comply with
Section 7.10, any Holder of Securities of that series may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

If there are two or more Trustees at any time under this Indenture, each will
be the Trustee of a separate trust held under this Indenture for the benefit of
the series of Securities for which it is acting as Trustee and the rights and
obligations of each Trustee will be determined as if it were acting under a
separate indenture.

SECTION 7.09. Successor Trustee by Merger, etc.

If the Trustee consolidates with, merges or converts into or transfers all or
substantially all its corporate trust assets to another corporation, the
resulting, surviving or transferee corporation without any further act shall be
the successor Trustee.

SECTION 7.10. Eligibility; Disqualification.

This Indenture shall always have a Trustee that satisfies the requirements of
TIA Section 310(a). The Trustee shall have a combined capital and surplus of at
least $5,000,000 as set forth in its most recent published annual report of
condition. The Trustee shall comply with TIA Section 310(b), provided that the
question whether the Trustee has a conflicting interest shall be determined as
if each series of Securities were separate issues of securities issued under
separate indentures.

SECTION 7.11. Preferential Collection of Claims Against Corporation.

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

ARTICLE 8

SATISFACTION, DISCHARGE AND DEFEASANCE

SECTION 8.01. Satisfaction and Discharge Under Limited Circumstances.

If at any time (a) all Securities of a series previously authenticated (other
than any Securities destroyed, lost or stolen and replaced or paid as provided
in Section 2.08) shall have been delivered to the Trustee for cancellation, or
(b) all the Securities of a series not previously delivered to the Trustee for
cancellation shall have become due and payable, the Corporation has deposited or
caused to be deposited with the Trustee as trust funds the entire amount (other
than moneys paid to the Corporation in accordance with Section 8.05) sufficient
to pay at maturity or upon redemption all Securities of that series not
previously delivered to the Trustee for cancellation, including principal and
interest, if any, due, and if, in either case, the Corporation also shall pay
all other sums then payable under this Indenture by the Corporation, then this
Indenture shall cease to be of further effect with respect to Securities of that
series, and the Trustee, on demand of and at the cost and expense of the
Corporation, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture with respect to

Securities of that series. The Corporation will reimburse the Trustee for any
subsequent costs or expenses reasonably and properly incurred by the Trustee in
connection with this Indenture or the Securities.

SECTION 8.02. Satisfaction and Discharge of Indenture.

The Corporation may take any action provided for in this Section unless the
Securities of the affected series specifically provide that this Section shall
not apply to the series. The Corporation at any time at its option may terminate
all of its obligations under the Securities of a series previously authenticated
and its obligations under this Indenture with respect to such series (except as
provided below), and the Trustee, at the expense of the Corporation, shall, upon
the request of the Corporation, execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to Securities of
that series, effective on the date the following conditions are satisfied:

(1) with reference to this Section, the Corporation has deposited or caused
to be deposited with the Trustee, as trust funds in trust, specifically pledged
as security for and dedicated solely to the benefit of the Holders of the
Securities of that series, (a) lawful money, in the currency or currencies in
which Securities of that series are payable, in an amount, or (b) if the
Securities of that series are payable in Dollars, U.S. Government Obligations
which through the payment of interest and principal in respect thereof in
accordance with their terms (and, as to callable U.S. Government Obligations,
regardless of when they are called) will provide not later than the opening of
business on the due dates of any payment of the principal of and interest, if
any, on the Securities of that series lawful money of the United States in an
amount, or (c) a combination thereof, sufficient to pay and discharge the
principal of and interest, if any, on the Securities of that series on the date
on which such payments are due and payable in accordance with the terms of this
Indenture and of the Securities of that series and 91 days have passed during
which no Event of Default under Section 6.01(4) or 6.01(5) has occurred;

(2) if the Securities of that series are then listed on any national
securities exchange, the Corporation shall have delivered to the Trustee an
Opinion of Counsel to the effect that such deposit, defeasance and discharge
will not cause such Securities to be delisted;

(3) the Corporation has delivered to the Trustee an Opinion of Counsel, to
the effect that, based on applicable U.S. federal income tax law or a ruling
published by the United States Internal Revenue Service, the discharge will not
be deemed, or result in, a taxable event with respect to the Holders; and

(4) the Corporation has delivered to the Trustee an Officers153 Certificate and
an Opinion of Counsel, complying with Section 10.04 relating to the
Corporation153s exercise of such option.

Obligations deposited with the Trustee pursuant to this Section and the
escrow trust agreement; provided, that the condition specified in clause (1)
above is satisfied immediately following any such substitution or substitutions.
If any Securities of a series are to be redeemed prior to their stated maturity
pursuant to optional redemption provisions the applicable escrow trust agreement
shall provide therefor and the Corporation shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Corporation.

Upon the satisfaction of the conditions set forth in this Section with
respect to a series of the Securities, the terms and conditions of the
Securities of that series, including the terms and conditions with respect
thereto set forth in this Indenture, no longer shall be binding upon, or
applicable to, the Corporation.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Corporation under Sections 2.04, 2.05, 2.06, 2.07, 2.08,
2.10, 7.07 and 7.08 with respect to the Securities of that series shall survive
until the Securities of that series no longer are outstanding. Thereafter, the
Corporation153s obligations in Section 7.07 shall survive such satisfaction and
discharge.

“U.S. Government Obligations” means the following obligations:

(1) direct obligations of the United States for the payment of which its full
faith and credit is pledged; or

(2) obligations of a person controlled or supervised by and acting as an
agency or instrumentality of the United States the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States.

SECTION 8.03. Defeasance of Certain Obligations.

The Corporation may take any action provided for in this Section unless the
Securities of the affected series specifically provide that this Section shall
not apply to the series. The Corporation at any time at its option may cease to
be under any obligation to comply with Sections 4.03, 4.04, 4.06, 4.07, 5.01,
5.02 and 6.02, or to comply with any other covenants or agreements of the
Corporation applicable to Securities of that series as to which the provisions
of this Section are expressly made applicable by the Board Resolution or
Resolutions or supplemental indenture contemplated by Sections 2.01 and 2.03,
with respect to Securities of a series effective on the date the following
conditions are satisfied:

(1) with reference to this Section, the Corporation has deposited or caused
to be deposited with the Trustee irrevocably, as trust funds in trust,
specifically pledged as security for and dedicated solely to the benefit of the
Holders of the Securities of that series, (a) lawful money, in the currency or
currencies in which Securities of that series are payable, in an amount, or (b)
if the Securities of that series are payable in Dollars, U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms (and, as to callable U.S. Government
Obligations, regardless of when they are called) will provide not later than the
opening of business on the due dates of any payment of principal of and
interest, if any, on the

Securities of that series lawful money of the United States in an amount, or
(c) a combination thereof, sufficient to pay and discharge the principal of and
interest, if any, on the Securities of that series on the day on which such
payments are due and payable in accordance with the terms of this Indenture and
of the Securities of that series;

(2) the Corporation has delivered to the Trustee an Opinion of Counsel, to
the effect that, based on applicable U.S. federal income tax law or a ruling
published by the United States Internal Revenue Service, the defeasance will not
be deemed, or result in, a taxable event with respect to the Holders; and

(3) the Corporation has delivered to the Trustee an Officers153 Certificate and
an Opinion of Counsel complying with Section 10.04 relating to the Corporation153s
exercise of such option.

The trust established pursuant to clause (1) above shall be irrevocable and
shall be made under the terms of an escrow trust agreement in form and substance
satisfactory to the Trustee. The escrow trust agreement may, at the
Corporation153s election, grant the Corporation the right to substitute U.S.
Government Obligations from time to time for any or all of the U.S. Government
Obligations deposited with the Trustee pursuant to this Section and the escrow
trust agreement; provided, that the condition specified in clause (1) above is
satisfied immediately following any such substitution or substitutions. If any
Securities of a series are to be redeemed prior to their stated maturity
pursuant to optional redemption provisions the applicable escrow trust agreement
shall provide therefor and the Corporation shall make such arrangements as are
satisfactory to the Trustee for the giving of notice of redemption by the
Trustee in the name, and at the expense, of the Corporation.

The Corporation153s exercise of its option under this Section shall not
preclude the Corporation from subsequently exercising its option under Section
8.02 hereof and the Corporation may so exercise that option by providing the
Trustee with written notice to such effect.

SECTION 8.04. Application of Trust Money.

The Trustee shall hold in trust money and U.S. Government Obligations
deposited with it pursuant to Section 8.01, 8.02 or 8.03. It shall apply the
deposited money and U.S. Government Obligations through the Paying Agent and in
accordance with this Indenture, to the payment of principal and interest, if
any, on the Securities of the series for the payment of which such money and
U.S. Government Obligations has been deposited. The Holder of any Security
replaced pursuant to Section 2.08 shall not be entitled to any such payment and
shall look only to the Corporation for any payment which such Holder may be
entitled to collect. In connection with the satisfaction and discharge of this
Indenture or the defeasance of certain obligations under this Indenture with
respect to Securities of a series pursuant to Section 8.02 or Section 8.03
hereof, respectively, the escrow trust agreement may, at the Corporation153s
election, (1) enable the Corporation to direct the Trustee to invest any money
received by the Trustee on the U.S. Government Obligations deposited in trust
thereunder in additional U.S. Government Obligations and (2) enable the
Corporation to withdraw monies or U.S. Government Obligations from the trust
from time to time; provided, that the condition specified in Section 8.02(1) or

8.03(1) is satisfied immediately following any investment of such money by
the Trustee or the withdrawal of monies or U.S. Government Obligations from the
trust by the Corporation as the case may be.

SECTION 8.05. Repayment to Corporation.

The Trustee and the Paying Agent shall promptly pay to the Corporation upon
request any excess money or securities held by them at any time. The Trustee and
the Paying Agent shall pay, unless otherwise prohibited by mandatory provisions
of applicable escheat or abandoned or unclaimed property law, to the Corporation
upon request any money held by them for the payment of principal or interest, if
any, that remains unclaimed for two years.

ARTICLE 9

AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders.

The Corporation may amend or supplement this Indenture or the Securities of
any series without notice to or consent of any Securityholder:

(1) to cure any ambiguity, omission, defect or inconsistency;

(2) to comply with Article 5;

(3) to provide for uncertificated Securities in addition to or in place of
certificated Securities;

(4) to effectuate or comply with the provisions of Section 2.03(5) or 7.08;

(5) to change or eliminate any of the provisions of this Indenture; provided,
however, that any such change or elimination shall become effective only when
there is no outstanding Security of any series created prior to the execution of
such amendment or supplement that is entitled to the benefit of such provision;

(6) to make any change that does not materially adversely affect the rights
of any Holder of any Security of that series;

(7) to add or change or eliminate any provisions of this Indenture as shall
be necessary or desirable in accordance with any amendments to the TIA; or

(8) to establish the form or forms (or global form) of Securities of any
series pursuant to Section 2.01 or the terms and conditions of Securities of any
series pursuant to section 2.03.

The Trustee may waive compliance by the Corporation with any provision of
this Indenture or the Securities of any series without notice to or consent of
any Securityholder if the

waiver does not materially adversely affect the rights of any Holder of any
Securities of that series.

SECTION 9.02. With Consent of Holders.

The Corporation may amend or supplement this Indenture or the Securities
without notice to any Securityholder but with the written consent of the Holders
of not less than a majority in principal amount of the Securities of each series
affected and the Trustee shall execute any such amendment or supplement at the
direction of the Corporation. The Holders of a majority in principal amount of
the Securities of each series affected may waive compliance by the Corporation
with any provision of this Indenture or the Securities of each such series
without notice to any Securityholder. However, without the consent of each
Securityholder affected, an amendment, supplement or waiver, including a waiver
pursuant to Section 6.04, may not:

(1) reduce the amount of Securities of any series whose Holders must consent
to an amendment, supplement or waiver;

(2) reduce the rate of or extend the time for payment of interest on any
Security;

(3) reduce the principal of or extend the fixed maturity of any Security;

(4) reduce the portion of the principal amount of a Discounted Security
payable upon acceleration of its maturity; or

(5) make any Security payable in a currency or currency unit other than that
stated in the Security.

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

SECTION 9.03. Compliance with Trust Indenture Act of 1939.

Every amendment to or supplement of this Indenture or the Securities shall
comply with the TIA as then in effect.

SECTION 9.04. Revocation and Effect of Consents.

A consent to an amendment, supplement or waiver by a Holder of a Security
shall bind the Holder and every subsequent Holder of that Security or portion of
the Security that evidences the same debt as the consenting Holder153s Security,
even if notation of the consent is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent as to his Security or portion
of the Security, provided that the Trustee receives written notice of revocation
before the date the amendment, supplement or waiver becomes effective.

After an amendment, supplement or waiver becomes effective, it shall bind
every Securityholder unless it makes a change described in clauses (2), (3), (4)
or (5) of Section 9.02. In that case the amendment, supplement or waiver shall
bind each Holder of a Security who has

consented to it and every subsequent Holder of a Security or portion of a
Security that evidences the same debt as the consenting Holder153s Security.

SECTION 9.05. Notation on or Exchange of Securities.

If an amendment, supplement or waiver changes the terms of a Security, the
Trustee may require the Holder of the Security to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Security about the changed
terms and return it to the Holder. Alternatively, if the Corporation or the
Trustee so determine, the Corporation in exchange for the Security shall issue
and the Trustee shall authenticate a new Security that reflects the changed
terms.

SECTION 9.06. Trustee to Sign Amendments, etc.

The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article if the amendment, supplement or waiver does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In signing such amendment,
supplement or waiver the Trustee shall be provided with, and (subject to Section
7.01) shall be fully protected in relying upon, an Opinion of Counsel stating
that such amendment, supplement or waiver is authorized or permitted by this
Indenture. The Corporation may not sign an amendment or supplement unless
authorized by an appropriate Board Resolution.

ARTICLE 10

MISCELLANEOUS

SECTION 10.01. TIA Controls.

If any provision of this Indenture limits, qualifies or conflicts with
another provision that is required to be included in this Indenture by the TIA
or limits, qualifies or conflicts with any other mandatory provision of the TIA,
the required or mandatory provision shall control.

SECTION 10.02. Notices.

Any notice or communication shall be sufficiently given if in writing and
delivered in person or mailed by first-class mail addressed as follows:

if to the Corporation:

Lockheed Martin Corporation

Attention: Vice President and Treasurer

6801 Rockledge Drive

Bethesda, Maryland 20817

if to the Trustee:

U.S. Bank National Association

EP-MN-WS3C

60 Livingston Avenue

St. Paul, Minnesota 55107-1419

Facsimile No.: (651) 495-8097

Attention: Corporate Trust Services

The Corporation or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or communications.

The Trustee agrees to accept and act upon instructions or directions pursuant
to this Indenture sent by unsecured facsimile transmission or other similar
unsecured electronic methods; provided, however, that (a) the party providing
such electronic instructions or directions, subsequent to the transmission
thereof, shall provide the originally executed instructions or directions to the
Trustee in a timely manner and (b) such originally executed instructions or
directions shall be signed by an authorized representative of the party
providing such instructions or directions. The Trustee shall not be liable for
any losses, costs or expenses arising directly or indirectly from the Trustee153s
reliance upon and compliance with such instructions or directions
notwithstanding such instructions or directions conflict or are inconsistent
with a subsequent written instruction or direction or if the subsequent written
instruction or direction is never received. The party providing instructions or
directions by unsecured facsimile transmission or other similar unsecured
electronic methods, as aforesaid, agrees to assume all risks arising out of the
use of such electronic methods to submit instructions and directions to the
Trustee, including without limitation the risk of the Trustee acting on
unauthorized instructions, and the risk of interception and misuse by third
parties. Nothing in this Section 10.02 shall require the Trustee to act upon
instructions or directions sent by e-mail transmissions.

Any notice or communication to a Securityholder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA §313(c), to the extent required by the TIA. Failure to
mail a notice or communication to a Securityholder or any defect in it will not
affect its sufficiency with respect to other Securityholders.

If a notice or communication is given in the manner provided above within the
time prescribed, it is duly given, whether or not the addressee receives it.

SECTION 10.03. Communication by Holders with Other Holders.

Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Corporation, the Trustee, the Registrar and anyone else shall
have the protection of TIA Section 312(c).

SECTION 10.04. Certificate and Opinion as to Conditions Precedent.

Upon any request or application by the Corporation to the Trustee to take any
action under this Indenture, if so requested, the Corporation shall furnish to
the Trustee:

(1) an Officers153 Certificate stating that, in the opinion of the signers, all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with; and

(2) an Opinion of Counsel stating that, in the opinion of such counsel, all
such conditions precedent have been complied with.

SECTION 10.05. Statements Required in Certificate or Opinion.

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

(1) a statement that the person making such certificate or opinion has read
such covenant or condition;

(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 such person, the person has made such
examination or investigation as is necessary to enable the person to express an
informed opinion as to whether such covenant or condition has been complied
with; and

(4) a statement as to whether or not, in the opinion of such person, such
condition or covenant has been complied with.

SECTION 10.06. When Treasury Securities Disregarded.

In determining whether the Holders of the required principal amount of
Securities have concurred in any direction, waiver or consent, Securities owned
by the Corporation or by any person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Corporation,
shall be disregarded, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Securities that a Trust Officer of the Trustee actually knows are so owned
shall be so disregarded. Also, subject to the foregoing, only Securities
outstanding at the time shall be considered in any such determination.

SECTION 10.07. Rules by Trustee, Paying Agent and Registrar.

The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Paying Agent or Registrar may make reasonable rules for its
functions.

SECTION 10.08. Legal Holidays.

A “Legal Holiday” is a Saturday, a Sunday, a legal holiday or a day on which
banking institutions are not required to be open. If a payment date is a Legal
Holiday at a Place of Payment, payment shall be made at that place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period. If a regular record date is a Legal Holiday in the state or
other jurisdiction in which the Trustee maintains its principal place of
business, then the record date shall be the next succeeding day that is not a
Legal Holiday in such state or other jurisdiction.

SECTION 10.09. Governing Law.

The laws of the State of Maryland shall govern this Indenture and the
Securities.

SECTION 10.10. No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Corporation or any Subsidiary of the Corporation. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.

SECTION 10.11. No Recourse Against Others.

A director, officer, employee or stockholder, as such, of the Corporation
shall not have any liability for any obligation of the Corporation under the
Securities or the Indenture or for any claim based on, with respect to or by
reason of such obligations or their creation. All such liability is waived and
released as a condition of, and as partial consideration for, the execution of
this Indenture and the issue of the Securities.

SECTION 10.12. Securities in a Foreign Currency.

Unless otherwise specified in an Officers153 Certificate delivered pursuant to
Section 2.01 of this Indenture with respect to a particular series of
Securities, whenever for purposes of this Indenture any action may be taken by
the holders of a specified percentage in aggregate principal amount of
Securities of all series at the time outstanding and, at such time, there are
outstanding Securities of any series which are denominated in a Foreign
Currency, then the principal amount of Securities of such series which shall be
deemed to be outstanding for the purpose of taking such action shall be that
amount of Dollars that could be obtained for such amount at the Market Exchange
Rate on the record date fixed for such action or, if no record date is fixed, on
the New York Business Day immediately preceding the date of such action.

SECTION 10.13. Judgment Currency.

If, for the purpose of obtaining a judgment in any court with respect to any
obligation of the Corporation hereunder or under any Security or any related
coupon it shall become necessary to convert into any other currency or currency
unit any amount in the currency or currency unit due hereunder or under such
Security or coupon then such conversion shall be made by the Currency
Determination Agent at the Market Exchange Rate as in effect on the date of
entry of the judgment (the “Judgment Date”). If pursuant to any such judgment,
conversion shall be made

on a date (the “Substitute Date”) other than the Judgment Date and there
shall occur a change between the Market Exchange Rate as in effect on the
Judgment Date and the Market Exchange Rate as in effect on the Substitute Date,
the Corporation agrees to pay such additional amounts (if any) as may be
necessary to ensure that the amount paid is equal to the amount in such other
currency or currency unit which, when converted at the Market Exchange Rate as
in effect on the Judgment Date, is the amount due hereunder or under such
Security or coupon. Any amount due from the Corporation under this Section shall
be due as a separate debt and is not to be affected by or merged into any
judgment being obtained for any other sums due hereunder or with respect to any
Security or coupon. In no event, however, shall the Corporation be required to
pay more in the currency or currency unit due hereunder or under such Security
or coupon at the Market Exchange Rate as in effect on the Judgment Date than the
amount of currency or currency unit stated to be due hereunder or under such
Security or coupon so that in any event the Corporation153s obligations hereunder
or under such Security or coupon will be effectively maintained as obligations
in such currency or currency unit, and the Corporation shall be entitled to
withhold (or be reimbursed for, as the case may be) any excess of the amount
actually realized upon any such conversion on the Substitute Date over the
amount due and payable on the Judgment Date.

SECTION 10.14. Successors.

All agreements of the Corporation in this Indenture and the Securities shall
bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor.

SECTION 10.15. Duplicate Originals.

The parties may sign any number of copies of this Indenture. One signed copy
is enough to prove this Indenture.

SECTION 10.16. Acts of Holders; Record Dates.

(a) Any request, demand, authorization, direction, notice, consent, waiver or
other action provided by this Indenture to be given or taken by Holders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Corporation. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the “Act” of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 7.1(e)) conclusive in favor of the Trustee and the
Corporation, if made in the manner provided in this Section.

(b) The fact and date of the execution by any person of any such instrument
or writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgements of deeds, certifying that the individual signing such
instrument or writing acknowledged to such officer the execution thereof. Where
such execution is by a signer acting in a capacity other than such signer153s

individual capacity, such certificate or affidavit shall also constitute
sufficient proof of such signer153s authority. The fact and date of the execution
of any such instrument or writing, or the authority of the person executing the
same, may also be proved in any other manner which the Trustee deems sufficient.

(c) The Corporation may, in the circumstances permitted by the TIA, fix any
day as the record date for the purpose of determining the Holders of Securities
of any series entitled to give or take any request, demand, authorization,
direction, notice, consent, waiver or other action, or to vote on any action,
authorized or permitted to be given or taken by Holders of Securities of such
series. If not set by the Corporation prior to the first solicitation of a
Holder of Securities of such series made by any person in respect of any such
action, or, in the case of any such vote, prior to such vote, the record date
for any such action or vote shall be the 30th day (or, if later, the date of the
most recent list of Holders required to be provided pursuant to Section 2.6)
prior to such first solicitation or vote, as the case may be. With regard to any
record date for action to be taken by the Holders of one or more series of
Securities, only the Holders of Securities of such series on such date (or their
duly designated proxies) shall be entitled to give or take, or vote on, the
relevant action.

SECTION 10.17. Waiver of Jury Trial.

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

SECTION 10.18. Force Majeure.

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

SECTION 10.19. Counterparts.

This Indenture 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.

The parties may sign any number of copies of this Indenture. One signed copy
is sufficient to prove this Indenture.

SECTION 10.20. Patriot Act.

The parties hereto acknowledge that in accordance with Section 326 of the
U.S.A. Patriot Act (the “Patriot Act”), the Trustee is required to obtain,
verify, and record information that identifies each person or legal entity that
establishes a relationship or opens an account with the Trustee. The parties to
this Indenture agree that they shall provide the Trustee with such information
as it may reasonably request in order for the Trustee to satisfy the
requirements of the Patriot Act.

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


LOCKHEED MARTIN CORPORATION

By:		/s/ Kenneth R. Possenriede
		Kenneth R. Possenriede
		Vice President and Treasurer


U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:		/s/ Donald Hurrelbrink
		Donald Hurrelbrink
		Vice President

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