BRIGGS & STRATTON CORP, S-3, 1997-04-16

BRIGGS & STRATTON CORP
S-3, 1997-04-16
ENGINES & TURBINES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 16, 1997
REGISTRATION NO. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------

BRIGGS & STRATTON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
-------------------------

<TABLE>
<C> <C>
WISCONSIN 39-0182330
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (I.R.S. EMPLOYER IDENTIFICATION NO.)
ORGANIZATION)
</TABLE>

12301 WEST WIRTH STREET
WAUWATOSA, WISCONSIN 53222-2110
(414) 259-5333
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-------------------------

ROBERT H. ELDRIDGE
EXECUTIVE VICE PRESIDENT &
CHIEF FINANCIAL OFFICER, SECRETARY-TREASURER
BRIGGS & STRATTON CORPORATION
P.O. BOX 702
MILWAUKEE, WISCONSIN 53201-0702
(414) 259-5333
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)

COPIES TO:

<TABLE>
<C> <C>
ELIZABETH A. RAYMOND DENNIS V. OSIMITZ
MAYER, BROWN & PLATT SIDLEY & AUSTIN
190 SOUTH LASALLE STREET ONE FIRST NATIONAL PLAZA
CHICAGO, ILLINOIS 60603-3441 CHICAGO, ILLINOIS 60603
(312) 782-0600 (312) 853-7000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
-------------------------

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=================================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED* PER UNIT** PRICE** REGISTRATION FEE
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Debt Securities...................... $175,000,000 100% $175,000,000 $53,031
=================================================================================================================================
</TABLE>

*If any Debt Securities are issued at an original issue discount, such greater
amount as shall result in an aggregate offering price to the public which
shall not exceed the amount set forth under Proposed Maximum Aggregate
Offering Price, or if Debt Securities are issued in a foreign or composite
currency, an equivalent amount of such foreign or composite currency.
** Estimated solely for the purpose of calculating the registration fee.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
================================================================================
<PAGE> 2

EXPLANATORY NOTE

This Registration Statement contains a Prospectus relating to $175,000,000
aggregate principal amount of debt securities of Briggs & Stratton Corporation
(the "Company") and a Prospectus Supplement relating to the offering of
$175,000,000 of such debt securities as unsecured and unsubordinated notes (the
"Notes") of the Company expected to be offered by the Company beginning
immediately upon the effectiveness of this Registration Statement. The pricing
terms and certain other terms relating to such offering of Notes will be
described in a Prospectus Supplement filed in accordance with the rules of the
Securities and Exchange Commission. If any of the debt securities are offered as
other than Notes, a Prospectus Supplement describing the particular terms of
such offer or sale will be filed in accordance with the rules of the Securities
and Exchange Commission incorporating the Prospectus which is filed herewith.
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SUPPLEMENT AND PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED APRIL 16, 1997.
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED , 1997.

$175,000,000
BRIGGS & STRATTON LOGO

BRIGGS & STRATTON CORPORATION

$75,000,000 % Notes Due September 15, 2002

$100,000,000 % Notes Due September 15, 2007

Interest payable March 15 and September 15

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

Each series of Notes is redeemable in whole or in part at any time at the option
of the Company at a redemption price equal to the greater of (i) 100% of the
principal amount of such Notes and (ii) the sum of the present values of the
remaining scheduled payments of principal and interest thereon discounted to the
date of redemption on a semi-annual basis assuming a 360-day year consisting of
twelve 30-day months at the Treasury Rate plus basis points in the case of
the Series 2002 Notes, or basis points in the case of the Series 2007 Notes,
plus in each case accrued interest thereon to the date of redemption. The Notes
will not be subject to any sinking fund.

Each series of Notes will be represented by one or more Global Securities (as
defined herein) registered in the name of the nominee of The Depository Trust
Company ("DTC"), which will act as Depository. Interests in Global Securities
will be shown on, and transfers thereof will be effected only through, records
maintained by DTC and its participants. Except as provided herein and in the
accompanying Prospectus, Notes in definitive form will not be issued. Settlement
for the Notes will be made in immediately available funds. See "Description of
Notes" herein.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS COMPANY(1)(2)
--------- ------------- -------------
<S> <C> <C> <C>
Per % Note Due 2002.............................. % % %
Per % Note Due 2007.............................. % % %
Total................................................. $ $ $
</TABLE>

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

(1) Plus accrued interest, if any, from , 1997.
(2) Before deduction of expenses payable by the Company estimated at $550,000.

The Notes are offered by the several Underwriters when, as and if issued by
the Company, delivered to and accepted by the Underwriters and subject to their
right to reject orders in whole or in part. It is expected that delivery of the
Notes, in book-entry form, will be made through the facilities of DTC on or
about , 1997, against payment in immediately available funds.

CREDIT SUISSE FIRST BOSTON BANCAMERICA SECURITIES, INC.
Prospectus Supplement dated , 1997.
<PAGE> 4

CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SECURITIES OFFERED
HEREBY, INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS, SYNDICATE SHORT
COVERING TRANSACTIONS AND PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES,
SEE "UNDERWRITING."

S-2
<PAGE> 5

PROSPECTUS SUPPLEMENT SUMMARY

This Prospectus Supplement Summary is qualified in its entirety by the more
detailed information and the financial statements, including the notes thereto,
appearing elsewhere in this Prospectus Supplement and the Prospectus and the
documents incorporated by reference herein and therein. Prospective purchasers
of the Notes should read carefully the entire Prospectus Supplement and the
Prospectus. As used in this Prospectus Supplement, the term "the Company" refers
to Briggs & Stratton Corporation and its subsidiaries, unless otherwise stated
or indicated by the context. As used in the section of this Prospectus
Supplement entitled "Description of Notes," or in any description of the
Indenture (as defined herein), the term "the Company" refers to Briggs &
Stratton Corporation.

This Prospectus Supplement and the Prospectus contain certain
forward-looking statements that involve risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking
statements. When used in this Prospectus Supplement, the Prospectus or in the
documents incorporated by reference herein, the words "anticipate," "believe,"
"estimate," "intend" and "expect" and similar expressions are intended to
identify such forward-looking statements. The forward-looking statements are
based on the Company's current views and assumptions and involve risks and
uncertainties that include, among other things, the effects of weather on the
purchasing patterns of the Company's customers and end use purchasers of the
Company's engines; the seasonal nature of the Company's business; actions of
competitors; changes in laws and regulations, including accounting standards;
employee relations; customer demand; prices of purchased raw materials and
parts; domestic economic conditions, including housing starts and changes in
consumer disposable income; and foreign economic conditions, including currency
rate fluctuations. Some or all of the factors are beyond the Company's control.
Further information concerning factors that could significantly impact expected
results is included in "The Company."

THE OFFERING

SECURITIES OFFERED............ $75,000,000 aggregate principal amount of %
Notes due September 15, 2002 (the "Series 2002
Notes") and $100,000,000 aggregate principal
amount of % Notes due September 15, 2007 (the
"Series 2007 Notes" and, together with the
Series 2002 Notes, the "Notes").

INTEREST PAYMENT DATES........ March 15 and September 15 of each year,
commencing March 15, 1998.

REDEMPTION.................... Each series of the Notes is redeemable in whole
or in part at any time at the option of the
Company at a redemption price equal to the
greater of (i) 100% of the principal amount of
such Notes and (ii) the sum of the present
values of the remaining scheduled payments of
principal and interest thereon discounted to
the date of redemption on a semi-annual basis
assuming a 360-day year consisting of twelve
30-day months at the Treasury Rate (as defined
herein) plus basis points in the case of the
Series 2002 Notes, or basis points in the
case of the Series 2007 Notes, plus, in each
case, accrued interest thereon to the date of
redemption. See "Description of Notes."

SINKING FUND.................. None.

RANKING....................... The Series 2002 Notes and the Series 2007 Notes
will be unsecured obligations of the Company
and will rank equally and ratably with each
other and with all other unsecured and
unsubordinated indebtedness of the Company. At
December 29, 1996, the Company had outstanding
approximately $135 million of indebtedness on a
consolidated basis. At December 29, 1996, after
S-3
<PAGE> 6

giving effect to the offering of the Notes
hereby (the "Offering"), the intended
application of the anticipated net proceeds
thereof as described under "Use of Proceeds"
and increased short-term borrowings to fund the
repurchase of up to approximately $300 million
of the Company's common stock pursuant to the
"dutch auction" tender offer described below,
the Company would have had outstanding
approximately $437 million of indebtedness on a
consolidated basis. The Company expects that,
at the date of repurchase of its common stock,
it will use $127 million of available cash to
fund a portion of the repurchase.

RESTRICTIVE COVENANTS......... The indenture governing the Notes requires that
upon (i) the issuance of certain secured funded
debt by the Company or specified subsidiaries
of the Company or (ii) the entrance into
certain sale and leaseback transactions by the
Company or such subsidiaries, the Notes be
equally and ratably secured therewith. The
indenture governing the Notes also limits the
incurrence of certain funded debt by specified
subsidiaries of the Company. These
restrictions, however, are subject to a number
of qualifications. See "Description of Notes."

USE OF PROCEEDS............... The net proceeds of the Offering, estimated to
be approximately $173 million, will be used to
reduce borrowings incurred under the Company's
credit facilities. On April 16, 1997, the
Company announced its intention to repurchase
up to approximately $300 million of its common
stock pursuant to a "dutch auction" tender
offer. The Company intends to use approximately
$173 million of borrowings under its credit
facilities together with approximately $127
million of available cash to finance the tender
offer. See "Use of Proceeds."

THE COMPANY

The Company is the world's largest producer of air cooled gasoline engines
for outdoor power equipment. The Company designs, manufactures, markets and
services these products for original equipment manufacturers worldwide. These
engines are aluminum alloy gasoline engines ranging from 3 through 25
horsepower. The Company's engines are primarily used in a variety of lawn and
garden applications, including walk-behind lawn mowers, riding lawn mowers and
tillers. The Company's engines are also used in many commercial products for
both industrial and consumer applications, including generators, pumps and
compressors.

The Company also manufactures replacement engines and service parts, and
sells them to central sales and service distributors. These distributors supply
service parts and replacement engines directly to approximately 30,000
independently owned authorized service dealers throughout the world. These
distributors and service dealers implement the Company's commitment to
reliability and service.

The United States lawn and garden market, which comprises the majority of
the worldwide shipments for 3 through 25 horsepower gasoline engines, was
approximately 10 million units in 1996. Over 70% of the products in this market
are for grass cutting, namely walk-behind and riding lawn mowers. These product
categories have grown at a 2% rate, on average, over the past five years. The
Company's unit sales in the United States to equipment manufacturers of these
products have grown at a rate consistent with the overall market growth. The
United States commercial power products market has grown to be in excess of 2
million units in 1996. The Company enjoys a leadership position in units sold to
equipment manufacturers who compete in this market. In the Company's 1996 fiscal
year, approximately 25% of the Company's net sales were derived from sales in
international markets, primarily to customers in Europe. In each of the
Company's last five fiscal years, the Company's three largest customers have
accounted for over 40% of net sales. The
S-4
<PAGE> 7

Company has no reason to anticipate a change in its historical business
relationships with these equipment manufacturers.

The Company manufactures engines and parts at six facilities and
manufactures parts and components at three foundries, all located in the United
States. The Company recently completed several significant capital projects
intended to reduce manufacturing costs. In the Company's 1995 and 1996 fiscal
years, the Company constructed three new plants in Alabama, Georgia and Missouri
and expanded its existing facilities in Kentucky and Missouri, which has
resulted in a reduction in the scope of the Company's manufacturing in the
Milwaukee area. Also in the Company's 1995 and 1996 fiscal years, the Company
constructed a new foundry to increase production capacity.

The Company has two joint ventures that manufacture and sell air cooled
gasoline engines for outdoor power equipment and a third joint venture that
manufactures components for use in the Company's engines. The Company also has a
strategic relationship for the distribution of gasoline engines for outdoor
power equipment manufactured by another company.

The Company is a successor to a business organized in 1909. The principal
executive offices of the Company are located at 12301 West Wirth Street,
Wauwatosa, Wisconsin 53222, and its telephone number is (414) 259-5333.

FINANCIAL STRATEGY

Management of the Company subscribes to the premise that the value of the
Company is enhanced if the capital invested in the Company's operations yields a
cash return that is greater than the Company's cost of capital. Given this
belief, the Company is continuing to implement its financial strategy by means
of the Offering and the "dutch auction" tender offer described below, which it
believes will provide a capital structure that makes greater use of financial
leverage without imposing excessive risk on either the Company's shareholders or
creditors. The Company believes that the substitution of lower (after-tax) cost
debt for equity in its permanent capital structure will reduce its overall cost
of capital. The Company believes that its profitability and strong cash flows
will accommodate the increased use of debt without impairing its ability to
finance growth or increase cash dividends per share on its common stock.

In connection with its financial strategy, on April 16, 1997 the Company
announced its intention to repurchase up to approximately $300 million of its
common stock pursuant to a "dutch auction" tender offer (the "Tender Offer"),
entered into new credit facilities allowing borrowings of up to $250 million
(which replaces the Company's prior credit facilities) and is pursuing the
Offering. The Company intends to finance the Tender Offer with short-term
borrowings of approximately $173 million under the Company's new credit
facilities and available cash of approximately $127 million. The net proceeds of
the Offering will be used to repay such short-term borrowings. The new credit
facilities also provide a source of financing for the seasonal working capital
needs of the Company.

The Company believes that its financial condition, access to capital and
outlook for continued favorable cash generation will allow it to continue to
reinvest in its core business, including through research and development,
capital expenditures and global expansion. Also as part of its financial
strategy, subject to the discretion of the Company's Board of Directors and the
requirements of applicable law, the Company currently intends to increase future
cash dividends per share at a rate that approximates the inflation rate.
S-5
<PAGE> 8

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following selected historical financial information as of and for each
of the five fiscal years ended June 30, 1996, was derived from the audited
consolidated financial statements of the Company. The selected historical
financial information as of and for the six months ended December 29, 1996 and
December 31, 1995, is unaudited and was derived from the accounting records of
the Company. In the opinion of management, the historical financial statements
as of and for the six months ended December 29, 1996 and December 31, 1995,
include all adjusting entries (consisting only of normal recurring adjustments)
necessary to present fairly the information set forth therein. Results for an
interim period may not be indicative of the results of operation for any future
period. This information should be read in conjunction with "Management's
Discussion and Analysis of Results of Operations and Financial Condition" and
the Financial Statements and the notes thereto included elsewhere herein.

The summary pro forma income statement information for the fiscal year
ended June 30, 1996 and for the six months ended December 29, 1996, reflects the
effects on historical results of (i) an assumed repurchase of $300 million of
the Company's common stock pursuant to the Tender Offer, initially funded by
borrowings under the Company's credit facilities and $127 million of available
cash, (ii) the Offering and the application of the anticipated net proceeds
thereof to repay short-term borrowings under the Company's credit facilities,
and (iii) additional short-term borrowings to fund seasonal working capital
needs as a result of the Company's use of available cash to finance a portion of
the Tender Offer, as if such transactions occurred July 3, 1995.

The summary pro forma balance sheet information as of December 29, 1996,
reflects: (i) an assumed repurchase of $300 million of common stock of the
Company pursuant to the Tender Offer, (ii) net borrowings under the Company's
credit facilities to fund the repurchase of common stock pursuant to the Tender
Offer, and (iii) the effects on the historical balance sheet of the Offering. It
is anticipated that the Company will fund the repurchase of common stock through
a combination of approximately $173 million of borrowings under the credit
facilities and $127 million of available cash. The Company will use the net
proceeds from the Offering to repay the borrowings under the credit facilities.

The summary pro forma financial information should be read in conjunction
with "Unaudited Pro Forma Financial Information." The summary pro forma
financial information is not necessarily indicative of the results of operations
of the Company had the transactions reflected therein actually been consummated
on the dates assumed and are not necessarily indicative of the results of
operations for any future period.
S-6
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<TABLE>
<CAPTION>
FISCAL YEAR SIX MONTHS ENDED
------------------------------------------------------ ------------------------------------------
PRO FORMA
PRO FORMA DECEMBER 29, DECEMBER 29, DECEMBER 31,
1996 1996 1995 1994 1993 1992 1996 1996 1995
--------- ------ ------ ------ ------ ------ ------------ ------------ ------------
(IN MILLIONS, EXCEPT RATIOS AND PER SHARE INFORMATION)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT
INFORMATION:
Net sales................. $1,287 $1,287 $1,340 $1,286 $1,139 $1,042 $461 $461 $519
Cost of goods sold........ 1,025 1,025 1,068 1,019 927 868 387 387 434
------ ------ ------ ------ ------ ------ ---- ---- ----
Gross profit on sales..... 262 262 272 267 212 174 74 74 85
Engineering, selling,
general and
administrative
expenses................ 108 108 102 95 83 79 54 54 49
Interest expense.......... 27 10 9 9 11 11 12 4 5
Other income (expense),
net..................... 1 5 9 7 (4) (4) -- 2 2
------ ------ ------ ------ ------ ------ ---- ---- ----
Income before taxes and
cumulative effect of
changes in accounting
principles.............. 128 149 170 170 114 80 8 18 33
Income tax provision...... 49 57 66 67 44 29 3 7 12
------ ------ ------ ------ ------ ------ ---- ---- ----
Net income before
cumulative effect of
changes in accounting
principles.............. 79 92 104 103 70 51 5 11 21
Cumulative effect of
changes in accounting
principles(a)........... -- -- -- (33) -- -- -- -- --
------ ------ ------ ------ ------ ------ ---- ---- ----
Net income................ $ 79 $ 92 $ 104 $ 70 $ 70 $ 51 $ 5 $ 11 $ 21
====== ====== ====== ====== ====== ====== ==== ==== ====
Earnings per share after
cumulative effect of
changes in accounting
principles(b)........... $ 3.45 $ 3.19 $ 3.62 $ 2.42 $ 2.43 $ 1.78 $.22 $.40 $.71
BALANCE SHEET INFORMATION
(at end of period):
Working capital........... N/A $ 266 $ 256 $ 276 $ 195 $ 137 $127 $254 $225
Total assets.............. N/A 838 798 777 656 614 924 922 905
Long-term debt............ N/A 60 75 75 75 75 235 60 75
Total debt................ N/A 95 101 96 91 107 437 135 197
Other long-term
liabilities............. N/A 87 87 92 63 66 104 104 86
Shareholders'
investment.............. N/A 501 439 404 360 312 196 496 445
OTHER INFORMATION:
EBITDA(c)................. $ 198 $ 202 $ 223 $ 222 $ 172 $ 132 $ 42 $ 44 $ 59
Ratio of EBITDA to
interest expense........ 7.3x 20.2x 24.8x 24.7x 15.6x 12.0x 3.5x 11.0x 11.8x
Depreciation and
amortization............ $ 43 $ 43 $ 44 $ 43 $ 47 $ 41 $ 22 $ 22 $ 21
Capital expenditures...... $ 78 $ 78 $ 131 $ 41 $ 38 $ 40 $ 34 $ 34 $ 51
</TABLE>

- ---------------
(a) Effective June 28, 1993, the Company adopted FAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions," and FAS No.
112, "Employers' Accounting for Postemployment Benefits," which resulted in
after tax charges of $40 million and $1 million, respectively, to reflect
the cumulative effect of the accounting change. Also effective June 28,
1993, the Company adopted FAS No. 109, "Accounting for Income Taxes," which
resulted in a benefit of $8 million to reflect the cumulative effect of the
accounting change.
(b) Earnings per share after cumulative effect of changes in accounting
principles have been adjusted, as appropriate, for a 2-for-1 stock split in
fiscal 1995.
(c) Represents earnings before interest, taxes, accounting changes, depreciation
and amortization. EBITDA is presented because it is a widely accepted
financial indicator of a company's ability to service and incur debt. EBITDA
should not be considered by a prospective purchaser of the Notes as an
alternative to net income or as an indicator of the Company's operating
performance or cash flows.
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THE COMPANY

GENERAL

The Company also manufactures replacement engines and service parts and
sells them to central sales and service distributors. The Company owns its
principal international distributors and in the United States the distributors
are independently owned and operated. These distributors supply service parts
and replacement engines directly to approximately 30,000 independently owned
authorized service dealers throughout the world. These distributors and service
dealers implement the Company's commitment to reliability and service.

SALES

The United States commercial power products market has grown to be in
excess of 2 million units in 1996. The Company enjoys a leadership position in
units sold to equipment manufacturers who compete in this market.

In the Company's 1996 fiscal year, approximately 25% of the Company's net
sales were derived from sales in international markets, primarily to customers
in Europe. The Company serves its international markets through its European
regional office and distribution center in the Netherlands and sales and service
offices in Australia, Canada, France, Germany, New Zealand, Sweden and the
United Kingdom. The Company is a leading supplier of gasoline engines in
developed countries where there is an established lawn and garden equipment
market. The Company also exports to developing nations where its engines are
used in agricultural, marine and other applications.

The Company's engines are sold primarily by the Company's worldwide sales
force through direct calls on customers. The Company's marketing staff and
engineers provide support and technical assistance to its sales force.

CUSTOMERS; CONCENTRATION OF SALES

The Company's sales are primarily made directly to original equipment
manufacturers. The Company's three largest customers accounted for 48%, 44% and
42% of net sales in fiscal 1996, 1995 and 1994, respectively. Sales to the
Company's largest engine customer, MTD Products Inc., were 21%, 18% and 18% of
net sales in fiscal 1996, 1995 and 1994, respectively. Sales to its second
largest customer, AB Electrolux (including its Frigidaire Home Products group),
were 14%, 12% and 12% of net sales in fiscal 1996, 1995 and 1994, respectively,
and sales to its third largest customer, Tomkins PLC (including its Murray
product line), were 13%, 14% and 12% of net sales in fiscal 1996, 1995 and 1994,
respectively. Under purchasing plans available to all of its gasoline engine
customers, the Company typically enters into annual engine supply arrangements
with these customers. The Company has no reason to anticipate a change in this
practice or in its historical business relationships with these equipment
manufacturers.

Over the past several years, sales in the United States of lawn and garden
equipment by mass merchandisers have increased significantly, while sales by
independent distributors and dealers have declined.

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<PAGE> 11

The Company believes that in 1996 approximately 75% of all lawn and garden
equipment sold in the United States was sold through mass merchandisers such as
Sears, WalwMart, Kmart, Home Depot, Lowe's and Montgomery Ward. Given the buying
power of the mass merchandisers, the Company, through its customers, has
experienced pricing pressure. The Company expects that this trend will continue
in the foreseeable future. The Company believes that a similar trend is
developing for commercial products for industrial and consumer applications.

COMPETITION

The small gasoline engine industry is highly competitive. The Company's
major domestic competitors in engine manufacturing are Tecumseh Products
Company, Honda Motor Co., Ltd., Kohler Co., Kawasaki Heavy Industries, Ltd. and
Onan Corporation. Also, two domestic lawn mower manufacturers, Toro Co. under
its Lawn-Boy brand, and Honda, manufacture their own engines. Eight Japanese
small engine manufacturers, of which Honda and Kawasaki are the largest, compete
directly with the Company in the sale of engines and indirectly through their
sale of end products that compete with the end products produced by the
Company's customers. Tecumseh Europa S.p.A., located in Italy, is a major
competitor in Europe.

The Company believes the major areas of competition from all engine
manufacturers include product quality, price, timely delivery and service. Other
factors affecting competition are short-term market share objectives, short-term
profit objectives, exchange rate fluctuations, technology and product support
and distribution strength. Currently, product substitution does not have a
significant impact on competition; however, certain manufacturers, including the
Company, are marketing battery operated power units that could have a more
significant impact on competition in the future. The Company believes its
product quality and service reputation have given it strong brand name
recognition and enhance its competitive position.

SEASONALITY OF DEMAND; IMPACT ON PRODUCTION SCHEDULES

Sales of engines to lawn and garden equipment manufacturers are highly
seasonal because of the buying patterns of retail customers. The majority of
lawn and garden equipment is sold during the spring and summer months when most
lawn care and gardening activities are performed. Sales of lawn and garden
equipment are also influenced by weather conditions. Sales in the Company's
fiscal third quarter have historically been the highest, averaging 33% of net
sales over the last three fiscal years. Sales in the first fiscal quarter have
historically been the lowest, averaging 16% of net sales over the last three
fiscal years.

As discussed above in "Customers; Concentration of Sales," the sale of lawn
and garden equipment has shifted from smaller dealers to larger mass
merchandisers, who do not wish to carry large inventories of lawn and garden
equipment. In order to most efficiently use its capital investments and meet
seasonal demand for engines, the Company pursues a balanced production schedule
throughout the year, subject to ongoing adjustment to reflect changes in
estimated demand, customer inventory levels and other matters outside the
control of the Company. Accordingly, inventory levels are generally higher
during the first and second fiscal quarters in anticipation of increased
customer demand in the third fiscal quarter, at which time inventory levels
begin to decrease as sales increase.

In recent years, lawn and garden equipment manufacturers have tended to
place orders with engine manufacturers and to take deliveries later in the
selling season, including later in the Company's third fiscal quarter and in the
Company's fourth fiscal quarter. This seasonal pattern results in high
inventories and receivables and low cash for the Company in the second and the
beginning of the third fiscal quarters, with a rapid shift to lower inventories
and receivables and ultimately higher cash in the latter portion of the third
fiscal quarter and in the fourth fiscal quarter.

MANUFACTURING

The Company recently completed several significant capital projects
intended to reduce manufacturing costs. In the Company's 1995 and 1996 fiscal
years, the Company constructed three new plants in Alabama, Georgia and Missouri
and expanded its existing facilities in Kentucky and Missouri, which resulted in
a reduction in the scope of the Company's manufacturing in the Milwaukee area.

S-9
<PAGE> 12

The capital expenditures for the Company's new facilities are substantially
complete, and the Company believes that it has adequate capacity to meet its
currently anticipated production needs. The Company manufactures engines and
parts at the following locations in the United States: Wauwatosa, Wisconsin;
Murray, Kentucky; Poplar Bluff, Missouri; Rolla, Missouri; Auburn, Alabama; and
Statesboro, Georgia. The Company has a parts distribution center in Menomonee
Falls, Wisconsin.

The Company also manufactures parts and components at three foundries
located in West Allis, Wisconsin (two locations) and Ravenna, Michigan. The
Ravenna foundry was constructed during the Company's 1995 and 1996 fiscal years
in order to increase production capacity. The foundries also sell castings to
other manufacturers.

The Company manufactures a majority of the components used in its engines,
including ductile and grey iron castings, aluminum die castings and a high
percentage of other major components, such as carburetors and ignition systems.
The Company purchases certain finished standard commercial parts such as piston
rings, spark plugs, valves, zinc die castings and plastic components, some
stampings and screw machine parts and smaller quantities of other components.
Raw material purchases are principally for aluminum and steel. The Company
believes its sources of supply are adequate.

The Company has joint ventures with Daihatsu Motor Company for the
manufacture of engines in a plant near Osaka, Japan; with Puling Machinery Works
and Yimin Machinery Plant for the production of engines in a plant in Chongqing,
China; and with Starting Industrial of Japan for the production of rewind
starters in a plant located in Poplar Bluff, Missouri. The Company also has a
strategic relationship with Mitsubishi Heavy Industries ("MHI") for the
international distribution of engines for outdoor power equipment manufactured
by MHI in Japan.

For the years ending June 30, 1996, July 2, 1995 and July 3, 1994, the
Company spent approximately $12.7 million, $13.1 million and $12.5 million,
respectively, on Company sponsored research activities relating to the
development of new products and the improvement of existing products.

EMPLOYEES

As of March 30, 1997, the Company had 7,804 employees, of whom 2,932 were
covered by collective bargaining agreements. The Company has experienced labor
relations issues related to its cost containment measures, primarily the
relocation of certain of its manufacturing operations. In February 1997, the
Company renegotiated and extended the contract with its major employee union
covering 2,812 employees until July 2002. While no assurances can be made with
respect to the Company's relationship with its major employee union, the Company
presently anticipates that union relations will be stable and mutually
cooperative.

EMISSIONS REGULATION OF AIR COOLED GASOLINE ENGINES

The Company is subject to a variety of federal, state, local and foreign
regulations typically applicable to manufacturers similar to the Company,
including regulations relating to emissions of its engines. The United States
Environmental Protection Agency (the "EPA") is developing national emission
standards under a two phase process for equipment powered by small gasoline
engines. In 1995, the EPA promulgated its Phase One emission standards, which
will be reflected in the Company's 1998 model year engines. The Company expects
Phase Two of the emission standards to be issued later in 1997 and to be phased
in from 2001 to 2005. Recently, the EPA and several engine manufacturers,
including the Company, announced an agreement in principle to further cut
pollution emitted by gasoline engines. These reductions are expected to be
incorporated into the EPA's Phase Two emission standards. While it is impossible
to precisely quantify the cost of compliance until the standards are issued and
no assurance can be given in this regard, the Company believes compliance with
the new standards will not have a material effect on its financial position or
results of operations.

The California Air Resources Board ("CARB") has also adopted emission
standards to be effective in two tiers. Tier One was effective as of August
1995. Changes to the Company's engine models that were necessary to comply with
Tier One have been made. CARB has granted the Company's request that the

S-10
<PAGE> 13

California standard for carbon monoxide be modified to harmonize it with that
adopted by the EPA. As a result of this change, a wider range of the Company's
engines will meet California's current emission standards. The costs to comply
with the Tier One California standards did not have a material effect on the
financial position or results of operations of the Company. Tier Two of
California engine emission standards will not be effective until 1999 or later.
CARB has directed its staff to review its Tier Two standards in light of
technological and economic issues raised by the industry.

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the Notes
will be used to repay borrowings incurred under the Company's credit facilities.
On April 16, 1997, the Company announced its intention to repurchase up to
approximately $300 million of its common stock pursuant to the Tender Offer. The
Company intends to use approximately $173 million of borrowings under its credit
facilities together with approximately $127 million of available cash to finance
the Tender Offer. As of , 1997, the Company's borrowings under its
credit facilities bore interest at a rate of % per annum, and mature on
March 31, 2002. See "Description of Credit Facilities." An affiliate of one of
the Underwriters is expected to receive over 10% of the net proceeds from the
Offering. See "Underwriting."

RATIO OF EARNINGS TO FIXED CHARGES

The ratio of earnings to fixed charges for the Company is set forth below
for the periods indicated.

<TABLE>
<CAPTION>
FISCAL YEAR
SIX MONTHS ENDED ------------------------------------
DECEMBER 29, 1996 1996 1995 1994 1993 1992
- ----------------- ---- ---- ---- ---- ----
<C> <C> <C> <C> <C> <C>
5.5x 14.5x 18.0x 19.9x 10.5x 7.7x
</TABLE>

For the computation of the ratio of earnings to fixed charges, "earnings"
has been calculated by adding income before taxes and cumulative effect of
changes in accounting principles, interest expense and fixed charges of
unconsolidated subsidiaries. "Fixed charges" consist of interest expense and
fixed charges of unconsolidated subsidiaries.

S-11
<PAGE> 14

CAPITALIZATION

The following table sets forth the short-term debt and consolidated
capitalization of the Company at December 29, 1996, and as adjusted to give
effect to (i) an assumed repurchase of $300 million of common stock of the
Company pursuant to the Tender Offer; (ii) net borrowings under the Company's
credit facilities to repurchase common stock pursuant to the Tender Offer; and
(iii) the Offering and the application of the anticipated net proceeds thereof
to repay short-term debt. It is anticipated that the Company will fund the
repurchase of common stock through a combination of approximately $173 million
of borrowings under the credit facilities and $127 million of available cash.

<TABLE>
<CAPTION>
DECEMBER 29, 1996
-------------------------
HISTORICAL AS ADJUSTED
---------- -----------
(IN MILLIONS)
<S> <C> <C>
Short-term debt............................................. $ 60 $187
Current maturities of long-term debt........................ 15 15
---- ----
Total short-term debt................................ 75 202
Long-term debt:
9.21% Notes due 2001...................................... 60 60
% Notes due 2002........................................ -- 75
% Notes due 2007........................................ -- 100
---- ----
Total long-term debt................................. 60 235
Shareholders' investment:
Common stock (a).......................................... -- --
Additional paid-in capital................................ 41 41
Retained earnings......................................... 455 455
Treasury stock............................................ -- (300)
---- ----
Total shareholders' investment....................... 496 196
---- ----
Total short-term debt and capitalization.................... $631 $633
==== ====
</TABLE>

- ---------------
(a) There are 60,000,000 shares authorized, $.01 par value, of which 28,927,000
were issued and outstanding. After consummation of the Tender Offer,
22,927,000 shares are assumed to be outstanding.

S-12
<PAGE> 15

UNAUDITED PRO FORMA FINANCIAL INFORMATION

The following Unaudited Pro Forma Balance Sheet as of December 29, 1996,
has been prepared to reflect the issuance of the Notes and the repurchase of
$300 million of common stock of the Company pursuant to the Tender Offer. The
Pro Forma Balance Sheet also reflects additional borrowings under the Company's
new credit facilities to fund a portion of the repurchase of common stock
pursuant to the Tender Offer given that the Company's cash position would not
allow the use of cash at December 29, 1996. It is anticipated that the Company
will fund the repurchase of common stock through a combination of approximately
$173 million of borrowings under the credit facilities and $127 million of
available cash.

The Unaudited Pro Forma Statements of Income for the year ended June 30,
1996, and the six months ended December 29, 1996, have been prepared to reflect
the issuance of the Notes and the repurchase of $300 million of common stock of
the Company pursuant to the Tender Offer. These statements also reflect interest
expense on assumed additional borrowings under the new credit facilities to fund
working capital needs during the year.

The Unaudited Pro Forma Balance Sheet has been prepared as if such
transactions occurred on December 29, 1996. The Unaudited Pro Forma Statements
of Income have been prepared as if such transactions occurred on July 3, 1995.
The pro forma financial information set forth below is unaudited and not
necessarily indicative of the results that would have actually occurred if the
transactions had been consummated as of December 29, 1996, or July 3, 1995, or
results which may be attained in the future.

The pro forma adjustments, as described in the notes to the Unaudited Pro
Forma Balance Sheet and notes to the Unaudited Pro Forma Statements of Income,
are based upon available information and upon certain assumptions that
management of the Company believes are reasonable. The Unaudited Pro Forma
Financial Information should be read in conjunction with the Financial
Statements and the notes thereto included elsewhere herein.

S-13
<PAGE> 16

BRIGGS & STRATTON CORPORATION

UNAUDITED PRO FORMA BALANCE SHEET
(IN MILLIONS)

<TABLE>
<CAPTION>
DECEMBER 29, 1996
--------------------------------------
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash...................................................... $ 3 $ -- $ 3
Receivables, net.......................................... 235 -- 235
Inventories............................................... 230 -- 230
Prepayments and other..................................... 48 -- 48
---- ----- -----
Total current assets................................... 516 -- 516
Other assets................................................ 21 2(a) 23
Net property, plant and equipment........................... 385 -- 385
---- ----- -----
Total assets........................................... $922 $ 2 $ 924
==== ===== =====
LIABILITIES AND SHAREHOLDERS' INVESTMENT
Current liabilities:
Short-term debt........................................... $ 60 $ 127(b) $ 187
Current maturities of long-term debt...................... 15 -- 15
Accounts payable and accrued liabilities.................. 187 -- 187
---- ----- -----
Total current liabilities.............................. 262 127 389
Long-term debt.............................................. 60 175(c) 235
Other liabilities........................................... 104 -- 104
Shareholders' investment:
Common stock.............................................. -- -- --
Additional paid-in capital................................ 41 -- 41
Retained earnings......................................... 455 -- 455
Treasury stock............................................ -- (300)(d) (300)
---- ----- -----
Total shareholders' investment......................... 496 (300) 196
---- ----- -----
Total liabilities and shareholders' investment......... $922 $ 2 $ 924
==== ===== =====
</TABLE>

- ---------------
(a) Reflects the capitalization of debt offering fees.

(b) Reflects net borrowings under the Company's credit facilities to fund the
repurchase of common stock pursuant to the Tender Offer. It is anticipated
that the Company will fund the repurchase of common stock with a combination
of approximately $173 million of borrowings under the credit facilities and
$127 million of available cash.

(d) Reflects the repurchase of common stock pursuant to the Tender Offer.

S-14
<PAGE> 17

BRIGGS & STRATTON CORPORATION

UNAUDITED PRO FORMA STATEMENTS OF INCOME
(IN MILLIONS, EXCEPT RATIOS AND PER SHARE INFORMATION)

<TABLE>
<CAPTION>
FISCAL YEAR ENDED SIX MONTHS ENDED
JUNE 30, 1996 DECEMBER 29, 1996
------------------------------------ ------------------------------------
HISTORICAL ADJUSTMENTS PRO FORMA HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- --------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net sales....................... $1,287 $ -- $1,287 $461 $-- $461
Cost of goods sold.............. 1,025 -- 1,025 387 -- 387
------ ---- ------ ---- --- ----
Gross profit on sales........... 262 -- 262 74 -- 74
Engineering, selling, general
and administrative expenses... 108 -- 108 54 -- 54
------ ---- ------ ---- --- ----
Income from operations.......... 154 -- 154 20 -- 20
Interest expense................ (10) (13)(a) (27) (4) (6)(a) (12)
(4)(b) (2)(b)
Other income (expense), net..... 5 (4)(c) 1 2 (2)(c) --
------ ---- ------ ---- --- ----
Income before provision for
income taxes.................. 149 (21) 128 18 (10) 8
Provision for income taxes...... 57 (8)(d) 49 7 (4)(d) 3
------ ---- ------ ---- --- ----
Net income...................... $ 92 $(13) $ 79 $ 11 $(6) $ 5
====== ==== ====== ==== === ====
Earnings per share(e)........... $ 3.19 $ 3.45 $.40 $.22
EBITDA.......................... $ 202 $ 198 $ 44 $ 42
Ratio of EBITDA to interest
expense....................... 20.2x 7.3x 11.0x 3.5x
</TABLE>

- ---------------
(a) Represents additional interest expense resulting from the Offering.

(b) Represents increased interest expense resulting from assumed borrowings
under the Company's credit facilities to fund seasonal working capital
requirements. The Company's credit facilities bear interest rates that
fluctuate. A one-eighth percent change in prevailing rates would have the
effect of increasing or decreasing annual interest expense by $.1 million on
the pro forma borrowings under the credit facilities.

(d) Represents the tax impact of the pro forma adjustments assuming a 39.0%
income tax rate.

(e) Pro forma earnings per share assume 22,927,000 shares outstanding.

S-15
<PAGE> 18

SELECTED HISTORICAL FINANCIAL INFORMATION

The following selected historical financial information as of and for each
of the five fiscal years ended June 30, 1996, was derived from the audited
consolidated financial statements of the Company. The selected historical
financial information as of and for the six months ended December 29, 1996 and
December 31, 1995, is unaudited and was derived from the accounting records of
the Company. In the opinion of management, the historical financial statements
as of and for the six months ended December 29, 1996 and December 31, 1995,
include all adjusting entries (consisting only of normal recurring adjustments)
necessary to present fairly the information set forth therein. Results for an
interim period may not be indicative of the results of operations for any future
period. This information should be read in conjunction with "Management's
Discussion and Analysis of Results of Operations and Financial Condition" and
the Financial Statements and the notes thereto included elsewhere herein.

<TABLE>
<CAPTION>
SIX MONTHS ENDED
FISCAL YEAR ----------------------------
---------------------------------------------- DECEMBER 29, DECEMBER 31,
1996 1995 1994 1993 1992 1996 1995
------ ------ ------ ------ ------ ------------ ------------
(IN MILLIONS, EXCEPT RATIOS AND PER SHARE INFORMATION)
<S> <C> <C> <C> <C> <C> <C> <C>
Income Statement Information:
Net sales........................ $1,287 $1,340 $1,286 $1,139 $1,042 $461 $519
Cost of goods sold............... 1,025 1,068 1,019 927 868 387 434
------ ------ ------ ------ ------ ---- ----
Gross profit on sales............ 262 272 267 212 174 74 85
Engineering, selling, general and
administrative expenses........ 108 102 95 83 79 54 49
Interest expense................. 10 9 9 11 11 4 5
Other income (expense), net...... 5 9 7 (4) (4) 2 2
------ ------ ------ ------ ------ ---- ----
Income before taxes and
cumulative effect of changes in
accounting principles.......... 149 170 170 114 80 18 33
Income tax provision............. 57 66 67 44 29 7 12
------ ------ ------ ------ ------ ---- ----
Net income before cumulative
effect of changes in accounting
principles..................... 92 104 103 70 51 11 21
Cumulative effect of changes in
accounting principles (a)...... -- -- (33) -- -- -- --
------ ------ ------ ------ ------ ---- ----
Net income....................... $ 92 $ 104 $ 70 $ 70 $ 51 $ 11 $ 21
====== ====== ====== ====== ====== ==== ====
Earnings per share after
cumulative effect of changes in
accounting principles (b)...... $ 3.19 $ 3.62 $ 2.42 $ 2.43 $ 1.78 $.40 $.71
Balance Sheet Information (at end
of period):
Working capital.................. $ 266 $ 256 $ 276 $ 195 $ 137 $254 $225
Total assets..................... 838 798 777 656 614 922 905
Long-term debt................... 60 75 75 75 75 60 75
Total debt....................... 95 101 96 91 107 135 197
Other long-term liabilities...... 87 87 92 63 66 104 86
Shareholders' investment......... 501 439 404 360 312 496 445
Other Information:
EBITDA (c)....................... $ 202 $ 223 $ 222 $ 172 $ 132 $ 44 $ 59
Ratio of EBITDA to interest
expense........................ 20.2x 24.8x 24.7x 15.6x 12.0x 11.0x 11.8x
Depreciation and amortization.... $ 43 $ 44 $ 43 $ 47 $ 41 $ 22 $ 21
Capital expenditures............. $ 78 $ 131 $ 41 $ 38 $ 40 $ 34 $ 51
</TABLE>

(b) Earnings per share after cumulative effect of changes in accounting
principles have been adjusted, as appropriate, for a 2-for-1 stock split in
fiscal 1995.

(c) Represents earnings before interest, taxes, accounting changes, depreciation
and amortization. EBITDA is presented because it is a widely accepted
financial indicator of a company's ability to service and incur debt. EBITDA
should not be considered by a prospective purchaser of the Notes as an
alternative to net income or as an indicator of the Company's operating
performance or cash flows.

S-16
<PAGE> 19

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION

IMPACT OF THE OFFERING, THE TENDER OFFER AND THE NEW CREDIT FACILITIES

The Company's results of operations and financial position will be
significantly impacted by the Offering, the Tender Offer and the Company's new
credit facilities. The Company will experience increased interest expense as a
result of the Offering and from increased borrowings under the Company's new
credit facilities to fund seasonal working capital requirements as the Company
expects to use $127 million of available cash to fund a portion of the Tender
Offer. The foregoing transactions will result in a more leveraged financial
position for the Company relative to its historical position. The repurchase of
common stock pursuant to the Tender Offer is expected to result in the Company
paying less total cash dividends in relation to historical aggregate cash
dividend amounts.

RESULTS OF OPERATIONS

SIX MONTHS ENDED DECEMBER 29, 1996 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
1995

Sales

Net sales for the six months ended December 29, 1996 decreased 11% or $57.4
million compared to the same period in the prior year. The primary reason for
this decline was a 16% decrease in engine shipments. The unit decrease is the
result of lawn and garden equipment manufacturers building products later and as
close as possible to the time they are needed by retailers. The Company's
largest customers have increased their peak production capacity, which allows
them to concentrate more of their production in winter and early spring. The
result was less demand for engines during the period. The decrease in unit
volume was primarily in small engines which have lower selling prices.
Accordingly, the Company experienced a favorable price and mix impact of 5%
which partially offset the unit volume decline.

Gross Profit

Gross profit for the six months ended December 29, 1996 decreased 12% or
$10.1 million compared to the same period in the prior year, also due to the
reduction in sales. The gross profit rate was 16% in each six-month period.
Included in the prior year gross profit percentage is a change of an accounting
estimate totaling $3.5 million for employees who had accepted an early
retirement window in fiscal 1995 and subsequently canceled their acceptance in
the second quarter of fiscal 1996. If the credit for the retirement window is
removed from the comparison, the gross profit rate would have shown a 1%
improvement in the current year, primarily due to net lower costs in the current
year related to the Company's new engine plants due to labor rate savings.

Engineering, Selling, General and Administrative Expenses

Engineering, selling, general and administrative expenses for the six
months ended December 29, 1996 increased 10% or $4.8 million compared to the
same period in the prior year. This was primarily due to increases in salaries
of $1.3 million and planned increases in manpower and other costs of $2.2
million relating to new venture activities, partially offset by a reduction in
marketing costs of $.7 million due to timing during the year.

Interest Expense

Interest expense decreased $.6 million for the six months ended December
29, 1996 compared to the same period in the prior year. This decrease was due to
the impact of lower borrowings of $1.1 million, offset, in part, by higher
average interest rates amounting to $.3 million.

S-17
<PAGE> 20

Provision For Income Taxes

The effective income tax rate used in both periods was 38.0%, which
reflects management's estimate of the rate for the entire year.

FISCAL 1996 COMPARED TO FISCAL 1995

Sales

Sales for fiscal 1996 totaled $1,287 million, down 4% or $52.6 million from
the preceding year. The reason for this decrease was the absence of sales from
the automotive lock business, which was spun off after eight months in the
preceding fiscal year. These sales amounted to $63.4 million in fiscal 1995.

Excluding the lock business sales, engine business sales increased $10.8
million between years. This change was caused by an approximate 1.8% improvement
in selling prices to the original equipment manufacturing customers, offset by a
1% decrease in engine unit sales that was almost entirely in the service sales
area.

Gross Profit

The gross profit percentage remained consistent between years. This was the
result of several factors: increased startup costs of $6.4 million and
inefficiencies related to the new plants, and less absorption of fixed costs due
to fewer engines produced were offset by lower profit sharing provisions of
$18.0 million and the impact of a decrease in the unit price of aluminum
totaling $3.4 million. In addition, the 1995 gross profit included a $19.1
million charge for the retirement window, of which $3.5 million was reversed in
1996 due to a change of an accounting estimate for employees who had accepted an
early retirement window in fiscal 1995 and subsequently canceled their
acceptance in the second quarter of fiscal 1996.

Engineering, Selling, General and Administrative Expenses

Engineering, selling, general and administrative expenses increased $6.5
million or 6% between years. This was due to increases in salaries amounting to
$3.4 million, planned increases in manpower costs relating to new venture
activities of $6.4 million, increased professional services of $2.1 million and
higher advertising expenses of $.7 million. Offsetting these, in part, was a
reduction in profit sharing accruals amounting to $4.6 million and the lack of
engineering and selling expenses of $5.7 million from the spun off lock
business.

Interest Expense

Interest expense for the 1996 fiscal year was 17% higher than in 1995. This
was the result of using domestic short-term borrowing to finance increases in
accounts receivable and inventories in mid-year. Seasonal borrowings were paid
off by the end of the fiscal year. The preceding year had minimal seasonal
short-term borrowings.

Other Income

Other income decreased $3.5 million between years, primarily because of a
reduction in interest income due to lower available investable funds. Funds were
used for seasonal working capital and the construction of the new manufacturing
plants. There also was an increase in the loss on disposition of plant and
equipment between years.

Provision For Income Taxes

The effective income tax rate decreased to 38.0% in 1996 from 38.5% in the
previous year due to lower state income taxes, increased Foreign Sales
Corporation tax benefits, and reductions in other tax related items.

S-18
<PAGE> 21

FISCAL 1995 COMPARED TO FISCAL 1994

Sales

Sales increased 4% or $54.2 million in the 1995 fiscal year. Total sales in
1995 reached $1,340 million, a new record for the Company. The number of engines
sold increased 3% in this fiscal year. The unit sales increase was the primary
reason for the sales dollar change. The vast majority of the sales increase was
in export markets due to improving economies in Europe and better product
availability. There was a very small increase in domestic engine sales.

Service sales increased 17% between years. Lock sales declined between
years, as expected, because of the spin-off of the lock business after eight
months of the fiscal year.

Product mix changed in fiscal 1995. Sales moved from higher priced to lower
priced engines in the Company's small engine line. Increases in the Company's
large engine line which carries higher selling prices more than offset the
activity in the small engine line. A modest price increase also contributed to
improved sales revenues between years.

Gross Profit

Gross profit increased $5.1 million or 2% between years. The gross profit
rate declined from 21% in 1994 to 20% in 1995 primarily because of an early
retirement window offered to and elected by some members of the United
Paperworkers International Union Local 7232 as part of the contract agreement
reached in December 1994. The $19.1 million charge was reflected in the fourth
quarter of 1995 for a June or October 1995 window. Without this charge, the
Company's gross profit rate would have been higher in 1995.

The improvement in the gross profit rate, excluding the cost of the
retirement window, was the net result of several factors. The improvements in
sales discussed above, increased labor productivity amounting to $5.8 million,
the spreading of fixed costs over a larger number of engine units totaling $4.6
million, and lower profit sharing provisions of $4.0 million caused improvements
in the gross profit rate. These improvements were partially offset by the impact
of a significant increase in the unit price of aluminum totaling $14.9 million,
start-up costs at new plants amounting to $5.3 million, and accelerated
depreciation of $5.6 million on fixed assets not being moved to the new plants.

Engineering, Selling, General and Administrative Expenses

Engineering, selling, general and administrative expenses increased $7.1
million or 7% between years. This was primarily due to increased marketing and
advertising expenses of $1.7 million, increased expenses in the Company's
foreign subsidiaries of $1.2 million resulting from the consolidation of certain
operations, increased engineering expenses of $1.1 million, spin-off related
expenses of $.8 million, and increased salaries of $.9 million.

Other Income

Other income increased $2.2 million primarily because of increased interest
income resulting from higher average cash balances between years. The decline in
cash balances occurred late in the fiscal year.

Provision For Income Taxes

The effective rate for the income tax provision was reduced from 39.6% in
1994 to 38.5% in 1995. This reduction was due to various miscellaneous
differences.

LIQUIDITY AND CAPITAL RESOURCES

SIX MONTHS ENDED DECEMBER 29, 1996 COMPARED TO SIX MONTHS ENDED DECEMBER 31,
1995

Cash used in operating activities was $154.5 million and $193.6 million for
the six months ended December 29, 1996 and December 31, 1995, respectively. This
resulted from increased accounts receivable of $115.2 million and $176.0 million
and increased inventories of $93.0 million and $64.1 million, for the six months
ended December 29, 1996 and December 31, 1995, respectively, due to the normal
seasonality of the

S-19
<PAGE> 22

business. The amounts for the six months ended December 29, 1996 reflect
decreased sales, as previously discussed, resulting in less of an increase in
accounts receivable and more of an increase in inventories as compared to the
same period in fiscal 1996. This was offset by an increase in accrued
liabilities of $31.0 million and $6.3 million, for the six months ended December
29, 1996 and December 31, 1995, respectively, primarily as a result of the
timing of payments. The significant change in the increase in accrued
liabilities between periods was caused by lower payments of profit sharing
accruals during the six months ended December 29, 1996 as compared to the six
months ended December 31, 1995.

Cash used in investing activities was $17.6 million and $50.5 million for
the six months ended December 29, 1996 and December 31, 1995, respectively,
which was comprised of additions to plant and equipment of $33.7 million and
$51.4 million, for the six months ended December 29, 1996 and December 31, 1995,
respectively, offset by proceeds received on the disposition of the Company's
Menomonee Falls facility in fiscal 1997 as discussed below. Management expects
capital expenditures for reinvestment in equipment and new products to total $65
million in fiscal 1997, all of which is expected to be financed from internal
resources and the Company's credit facilities.

Cash provided from financing activities totaled $24.7 million and $79.8 for
the six months ended December 29, 1996 and December 31, 1995, respectively. The
Company increased its short-term borrowings by $40.5 million and $95.2 million,
for the six months ended December 29, 1996 and December 31, 1995, respectively,
under its lines of credit, primarily to finance seasonal increases in working
capital. The significant decrease in the amount borrowed between periods was a
result of increased cash that was generated from operations during the six
months ended June 30, 1996 and the six months ended December 29, 1996. The
Company also paid $15.6 million and $15.0 million of dividends in each of the
periods, respectively.

The Company will make the first of five annual installments on its 9.21%
Notes in June 1997. The first installment of these payments will total $15
million and is shown as Current Maturities of Long-Term Debt in the Financial
Statements included elsewhere herein.

FISCAL YEARS 1996, 1995 AND 1994

Cash flow from operating activities was $94.5 million, $95.8 million and
$165.1 million, in fiscal 1996, 1995 and 1994, respectively. The primary source
of funds was from net income before the cumulative effect of accounting changes
and depreciation. The significant change between fiscal 1995 and fiscal 1994
amounts was due to an increase in inventories during fiscal 1995 as explained
below.

The fiscal 1996 cash flow from operating activities reflects an increase in
receivables of $25.2 million resulting from increased sales at the end of the
fiscal year and also reflects a decrease in accrued liabilities of $25.9 million
primarily due to decreased profit sharing provisions. The fiscal 1995 cash flow
from operating activities reflects a decrease in accounts receivable of $11.1
million due to lower sales late in the fourth quarter of fiscal 1995 and an
increase in inventories of $62.8 million. This increase in inventories was
primarily due to two factors. The Company maintained a stable rate of production
while experiencing a reduction in orders from equipment manufacturers due to
less favorable spring weather. In addition, the Company planned an increase in
inventories to provide a cushion for the transfer of engine assembly to the
three new plants under construction. The fiscal 1994 cash flow from operating
activities reflects an increase in accounts payable, accrued liabilities and
income taxes of $38.1 million primarily due to the timing of payments.

Cash used in investing activities amounted to $76.7 million and $129.2
million in fiscal 1996 and 1995, respectively, and cash provided by investing
activities amounted to $36.9 million in fiscal 1994. Substantially all of the
fiscal 1996 and fiscal 1995 use of cash related to additions to plant and
equipment for the construction of three new engine manufacturing plants, a
foundry and plant expansions at existing facilities. The cash provided from
investing activities in fiscal 1994 reflects the sale of short-term investments
to fund the new plant expenditures previously discussed, offset by additions to
plant and equipment, primarily to maintain existing facilities.

Cash flows used in financing activities amounted to $37.6 million, $16.8
million and $21.2 million in fiscal 1996, fiscal 1995 and fiscal 1994,
respectively. The significant items were cash dividends of $30.4 million,

S-20
<PAGE> 23

$28.3 million, and $26.0 million, respectively. Fiscal 1996 cash used in
financing activities also reflects the repayment of foreign loans of $6.5
million. Fiscal 1995 and fiscal 1994 reflect increased borrowings by the
Company's foreign subsidiaries of $12.1 million and $5.4 million, respectively,
to fund working capital requirements.

Future Sources of Capital

In connection with the Offering and the Tender Offer, the Company entered
into new credit facilities allowing borrowings of up to $250 million to
primarily fund seasonal working capital requirements and other financing needs
of the Company. The term of the new credit facilities is five years and such
facilities contain certain restrictive covenants. See "Description of Credit
Facilities." Because the Company expects to use $127 million of available cash
to fund a portion of the Tender Offer, the Company anticipates placing more
reliance on borrowings to fund working capital requirements than it has in
recent years. Management believes that the new credit facilities and cash
generated from operations will be adequate to fund the Company's working capital
requirements for the foreseeable future.

OTHER MATTERS

Sale of the Menomonee Falls, Wisconsin Facility

The sale of the Company's Menomonee Falls, Wisconsin facility for
approximately $16.0 million was completed at the beginning of the fiscal quarter
ended December 29, 1996. The provisions of the contract state that the Company
will continue to own and occupy the warehouse portion of the facility for a
period of up to ten years (the "Reservation Period"). The contract also contains
a buyout clause, at the buyer's option and under certain circumstances, of the
remaining Reservation Period. Under the provisions of Statement of Financial
Accounting Standards No. 66, "Accounting for Sales of Real Estate," the Company
is required to account for this as a financing transaction as the Company
continues to have substantial involvement with the facility during the
Reservation Period or until the buyout option is exercised. Under this method,
the cash received is reflected as a deferred liability, and the assets and the
accumulated depreciation remain on the Company's books. Depreciation expense
continues to be recorded each period, and imputed interest expense is also
recorded and added to the deferred liability. Offsetting this is the fair value
lease income on the non-Company occupied portion of the building. A pretax gain,
which will be recognized at the earlier of the exercise of the buyout option or
the expiration of the Reservation Period, is estimated to be $10 million to $12
million. The annual cost of operating the warehouse portion of the facility is
not material.

Emissions

The EPA is developing national emission standards under a two phase process
for equipment powered by small air cooled engines. In 1995, the EPA promulgated
its Phase One emission standards, which will be reflected in the Company's 1998
model year engines. The EPA and several engine manufacturers, including the
Company, recently announced an agreement in principle to further cut pollution
emitted by gasoline engines. These reductions are expected to be incorporated
into the EPA's Phase Two emission standards to be issued later in 1997 and to be
phased in from 2001 to 2005. While it is impossible to precisely quantify the
cost of compliance until the standards are issued, the Company believes
compliance with the new standards will not have a material adverse effect on its
financial position or results of operations.

The industry expects Phase Two of the emission standards to be proposed
within the next year. It is expected that they will be phased in over several
years. While it is impossible to precisely quantify the cost of compliance until
the standards are issued, the Company believes compliance with the new standards
will not have a material effect on its financial position or results of
operations. The CARB has also adopted emission standards to be effective in two
tiers. Tier One was effective as of August 1995. Changes to engine models that
were necessary to comply with Tier One have been made. Recently CARB has granted
the Company's request that the California standard for carbon monoxide be
modified to harmonize it with that adopted by the EPA. As a result of this
change, a wider range of the Company's engines will meet California's current
emission

S-21
<PAGE> 24

standards. The costs to comply with the Tier One California standards did not
have a material adverse effect on the Company's financial position or results of
operations.

Tier Two of the CARB engine emission standards will not be effective until
1999 or later. CARB has directed its staff to review its Tier Two standards in
light of technological and economic issues raised by the industry. In the event
the Company is unable to comply with future standards and they remain unchanged,
the Company believes that any resulting downturn in sales will not have a
material effect on the Company's financial position or results of operations.

New Accounting Pronouncements

In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation." This standard establishes financial accounting and reporting
standards for stock-based employee compensation. The Company adopted the pro
forma disclosure requirements of the statement, which will be presented in the
1997 financial statements and will continue to apply the accounting provisions
of Accounting Principles Board Opinion No. 25, as allowed by the new standard.

In February 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 128, "Earnings per Share." This statement
establishes a new standard for computing and presenting earnings per share in
financial statements. The Company will adopt the new standard in its 1997
financial statements. The impact of adoption of this standard will not be
material to the Company's results of operations.

OUTLOOK

Seasonal Demand

The changing seasonal pattern of sales described earlier is expected to
result in increased demand in the second half of the Company's 1997 fiscal year.
Based on customer expectations, orders actually placed, and favorable
econometric forecasts, and assuming normal spring weather, management expects
unit shipments for the full fiscal year to be somewhat higher than for the
preceding fiscal year.

Early Retirement Window

The Company will offer an early retirement window in late fiscal 1997 in
accordance with the union contract with its Milwaukee hourly employees. It is
unknown how many employees will accept this offer. All elections under this
window must be completed in June 1997. If all eligible employees elect to take
this window, the Company anticipates that the charge to earnings will total a
maximum of $53 million before taxes.

S-22
<PAGE> 25

DESCRIPTION OF CREDIT FACILITIES

On April , 1997, the Company entered into a five-year, $250 million
revolving credit facility (the "Credit Facility") for purposes of partially
funding the Tender Offer and for general corporate purposes, including
commercial paper back-up.

The initial borrowings by the Company are expected to be made under its
Credit Facility on the date of the closing under the Tender Offer.

Borrowings under the Credit Facility by the Company bear interest at a rate
per annum equal to, at its option, either:

(i) the higher of (a) the rate of interest publicly announced from
time to time by the agent bank as its reference rate and (b) 0.5% per annum
above the federal funds rate; or

(ii) the interbank reserve adjusted rate for one, two, three or six
month eurocurrency deposits as quoted by one or more reference banks for
deposits with major international banks plus a margin that may be adjusted
up or down based on the Company's debt ratings.

The Credit Facility requires the Company to maintain minimum levels for the
following financial ratios: (i) total consolidated indebtedness to total capital
and (ii) consolidated net income plus interest expense plus income tax expense
to interest expense. The Credit Facility imposes limitations on (i) liens,
subsidiary indebtedness for money borrowed, and sales of assets, (ii) mergers
and consolidations, (iii) loans, advances and contingent obligations, (iv) use
of proceeds, (v) transactions with affiliates and (vi) investments.

The Credit Facility contains certain default provisions, including, among
other things, (i) nonpayment of any amount due to the lenders under the Credit
Facility, (ii) material breach of representations and warranties, (iii) default
in the performance of covenants, (iv) bankruptcy or insolvency, (v) a change in
control or ownership of the Company and (vi) cross-default to other material
debt of the Company and its subsidiaries.

S-23
<PAGE> 26

DESCRIPTION OF NOTES

The following description of the particular terms of the Notes offered
hereby supplements, and to the extent inconsistent therewith replaces, the
description of the general terms and provisions of the Securities set forth in
the accompanying Prospectus, to which description reference is hereby made. The
statements herein concerning the Notes and the Indenture do not purport to be
complete. All such statements are qualified in their entirety by reference to
the accompanying Prospectus and the provisions of the Indenture, the form of
which has been filed with the Securities and Exchange Commission.

The Series 2002 Notes and the Series 2007 Notes offered hereby constitute
separate series of Securities to be issued under an Indenture, dated as of
, 1997, between the Company and Bank One, Columbus,
N.A. as Trustee (the "Trustee"). The Trustee will initially be the Securities
Registrar and Paying Agent (the "Paying Agent"). The Notes will be issued only
in registered form without coupons in denominations of $1,000 and integral
multiples thereof.

The Series 2002 Notes and the Series 2007 Notes will each be represented by
one or more Global Securities (as defined in the accompanying Prospectus)
registered in the name of a nominee of DTC. The ownership interests ("Book-Entry
Interests") in such Global Securities will be shown on, and transfers thereof
will be effected only through, records maintained by DTC or its nominee for such
Global Securities and on the records of DTC participants. Except as described
below and in the accompanying Prospectus, owners of Book-Entry Interests will
not be considered the holders thereof and will not be entitled to receive
physical delivery of Notes in definitive form. If the book-entry system is
discontinued, including if DTC is at any time unwilling or unable to continue as
Depository, the Company will issue individual Notes to owners of Book-Entry
Interests in exchange for the Global Securities. See "Description of Securities
- -- Book-Entry Securities" in the accompanying Prospectus.

Settlement for the Notes will be made by the Underwriters in immediately
available funds, and all payments of principal, premium, if any, and interest on
the Notes will be made by the Company in immediately available funds. Secondary
trading in notes and debentures of corporate issuers is generally settled in
clearinghouse or next-day funds. In contrast, the Notes will trade in DTC's
Same-Day Funds Settlement System until maturity, and secondary market trading
activity in the Notes will therefore settle in immediately available funds. No
assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the Notes.

The Series 2002 Notes will mature on September 15, 2002 and will be limited
to $75 million aggregate principal amount. The Series 2007 Notes will mature on
September 15, 2007 and will be limited to $100 million aggregate principal
amount. Interest on the Notes will be payable semi-annually on each March 15 and
September 15 (each, an "Interest Payment Date"), commencing March 15, 1998.
Interest payable on each Interest Payment Date will include interest accrued
from , 1997 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for. Interest payable on any Interest
Payment Date will be payable to the person in whose name a Note (or any
predecessor Note) is registered at the close of business on the March 1 or
September 1, as the case may be, next preceding such Interest Payment Date.
Payments of principal, premium, if any, and interest to owners of Book-Entry
Interests are expected to be made in accordance with the Depository's and its
participants' procedures in effect from time to time. Principal of, premium, if
any, and interest on Notes in definitive form will be payable at the office or
agency of the Company maintained for such purpose in New York, New York, which
initially will be the office of an affiliate of the Paying Agent.

The provisions of Sections 13.2 and 13.3 of the Indenture relating to
defeasance and covenant defeasance, described in the accompanying Prospectus
under "Description of Securities -- Defeasance and Covenant Defeasance," are
applicable to the Notes.

The Indenture does not contain covenants or other provisions designed to
afford holders of the Notes protection in the event of a highly leveraged
transaction, change in credit rating or other similar occurrence.

S-24
<PAGE> 27

OPTIONAL REDEMPTION

Each series of Notes is redeemable in whole or in part at any time at the
option of the Company at a redemption price (the "Redemption Price") equal to
the greater of (i) 100% of the principal amount of the Notes to be redeemed and
(ii) the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the date of redemption on a
semi-annual basis assuming a 360-day year consisting of twelve 30-day months at
the Treasury Rate plus basis points in the case of the Series 2002 Notes, or
basis points in the case of the Series 2007 Notes, plus in each case accrued
but unpaid interest thereon to the date of redemption (the "Redemption Date").
The Notes will not be subject to any sinking fund.

"Treasury Rate" means, with respect to any Redemption Date and with respect
to either series of Notes, the rate per annum equal to the semi-annual
equivalent yield to maturity of the Comparable Treasury Issue, assuming a price
for the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such redemption date.

"Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes. "Independent Investment Banker" means one of the
Reference Treasury Dealers appointed by the Trustee after consultation with the
Company.

"Comparable Treasury Price" means, with respect to any Redemption Date, (i)
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (ii) if such release (or any successor release) is not
published or does not contain such prices on such business day, (a) the average
of the Reference Treasury Dealer Quotations for such Redemption Date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(b) if the Trustee obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations.
"Reference Treasury Dealer Quotations" means, with respect to each Reference
Treasury Dealer and any redemption date, the average, as determined by the
Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such Redemption Date.

"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation and BancAmerica Securities, Inc. and their respective successors;
provided, however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a "Primary Treasury Dealer"), the
Company will substitute another Primary Treasury Dealer.

Notice of any redemption will be mailed at least 30 days but not more than
60 days before the Redemption Date to each holder of Notes to be redeemed.

Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date interest will cease to accrue on the Notes or portions
thereof called for redemption.

S-25
<PAGE> 28

UNDERWRITING

Under the terms and subject to the conditions contained in an Underwriting
Agreement, dated , 1997 (the "Underwriting Agreement"), the
Underwriters named below (the "Underwriters"), for whom Credit Suisse First
Boston Corporation and BancAmerica Securities, Inc. are acting as
representatives (the "Representatives"), have severally but not jointly agreed
to purchase from the Company the following respective principal amounts of the
Notes.

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
OF SERIES 2002 OF SERIES 2007
UNDERWRITER NOTES NOTES
----------- ---------------- ----------------
<S> <C> <C>
Credit Suisse First Boston Corporation.......... $ $
BancAmerica Securities, Inc. ...................
----------- ------------
Total...................................... $75,000,000 $100,000,000
=========== ============
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all of the Notes if any are
purchased. The Underwriting Agreement provides that, in the event of a default
by an Underwriter, in certain circumstances the purchase commitments of
non-defaulting Underwriters may be increased or the Underwriting Agreement may
be terminated.

The Company has been advised by the Representatives that the Underwriters
propose to offer the Notes to the public initially at the public offering
prices, commissions and discounts set forth on the cover page of this Prospectus
Supplement and to certain dealers at such prices less a concession of % of
the principal amount per Series 2002 Note and % of the principal amount per
Series 2007 Note and the Underwriters and such dealers may allow a discount of
% of the principal amount per Series 2002 Note and % of the principal
amount per Series 2007 Note on sales to certain other dealers. After the initial
public offering, the public offering prices and concessions and discounts to
dealers may be changed by the Representatives.

The Notes are new issues of securities with no established trading markets.
The Underwriters have advised the Company that one or both of them intends to
act as a market maker for the Notes. However, the Underwriters are not obligated
to do so and may discontinue any market making at any time without notice. No
assurance can be given as to the liquidity of the trading market for the Notes.

The Company will use over 10% of the net proceeds from the sale of the
Notes to repay borrowings from an affiliate of BancAmerica Securities, Inc.
Accordingly, the Offering is being made in compliance with the requirements of
Rule 2710(c)(8) of the Conduct Rules of the National Association of Securities
Dealers, Inc. In addition, certain of the Underwriters and their affiliates
engage in transactions with, and perform services for, the Company in the
ordinary course of business, including various investment banking and commercial
banking services.

The Company has agreed to indemnify the Underwriters against certain
liabilities, including civil liabilities under the Securities Act of 1933, as
amended, or contribute to payments which the Underwriters may be required to
make in respect thereof.

The Representatives, on behalf of the Underwriters, may engage in
over-allotment, stabilizing transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Securities Exchange Act
of 1934. Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position. Stabilizing transactions permit bids
to purchase the underlying security so long as the stabilizing bids do not
exceed a specified maximum. Syndicate covering transactions involve purchases of
the Notes in the open market after the distribution has been completed in order
to cover syndicate short positions. Penalty bids permit the Representatives to
reclaim a selling concession from a syndicate member when the Notes originally
sold by such syndicate member are purchased in a syndicate covering transaction
to cover syndicate short positions. Such stabilizing transactions, syndicate
covering transactions and penalty bids may cause the prices of the Notes to be
higher than they would otherwise be in the absence of such transactions. These
transactions, if commenced, may be discontinued at any time.

S-26
<PAGE> 29

NOTICE TO CANADIAN RESIDENTS

RESALE RESTRICTIONS

The distribution of the Notes in Canada is being made only on a private
placement basis exempt from the requirement that the Company prepare and file a
prospectus with the securities regulatory authorities in each province where
trades of the Notes are effected. Accordingly, any resale of Notes in Canada
must be made in accordance with applicable securities laws, which will vary
depending on the relevant jurisdiction and which may require resales to be made
in accordance with available statutory exemptions or pursuant to a discretionary
exemption granted by the applicable Canadian securities regulatory authority.
Purchasers are advised to seek legal advice prior to any resale of Notes.

REPRESENTATIONS OF PURCHASERS

Each purchaser of the Notes in Canada who receives a purchase confirmation
will be deemed to represent to the Company and the dealer from whom such
purchase confirmation is received that (i) such purchaser is entitled under
applicable provincial securities laws to purchase such Notes without the benefit
of a prospectus qualified under such securities laws, (ii) where required by
law, such purchaser is purchasing as principal and not as agent, and (iii) such
purchaser has reviewed the text above under "Resale Restrictions."

RIGHTS OF ACTION (ONTARIO PURCHASERS)

The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
section 32 of the Regulation under the Securities Act (Ontario). As a result,
Ontario purchasers must rely on other remedies that may be available, including
common law rights of action for damages or rescission or rights of action under
the civil liability provisions of the U.S. federal securities laws.

ENFORCEMENT OF LEGAL RIGHTS

All of the Company's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the
Company or such persons. All or a substantial portion of the assets of the
Company and such persons may be located outside of Canada and, as a result, it
may not be possible to satisfy a judgment against the Company or such persons in
Canada or to enforce a judgment obtained in Canadian courts against such issuer
or persons outside of Canada.

NOTICE TO BRITISH COLUMBIA RESIDENTS

A purchaser of the Notes to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any Notes
acquired by such purchaser pursuant to this offering. Such report must be in the
form attached to British Columbia Securities Commission Blanket Order BOR
#95/17, a copy of which may be obtained from the Company. Only one such report
must be filed in respect of Notes acquired on the same date and under the same
prospectus exemption.

TAXATION AND ELIGIBILITY FOR INVESTMENT

Canadian purchasers of Notes should consult their own legal and tax
advisers with respect to the tax consequences of an investment in the Notes in
their particular circumstances and with respect to the eligibility of the Notes
for investment by the purchaser under relevant Canadian legislation.

S-27
<PAGE> 30

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain U.S. federal income tax
considerations relevant to the purchase, ownership and disposition of the Notes
by the holders thereof. This summary does not purport to be a complete analysis
of all the potential federal income tax effects relating to the purchase,
ownership and disposition of the Notes. There can be no assurance that the
Internal Revenue Service (the "IRS") will take a similar view of such
consequences. Further, the discussion does not address all aspects of taxation
that may be relevant to particular purchasers in light of their individual
circumstances (including dealers in securities, insurance companies, financial
institutions, tax-exempt entities and other taxpayers who are subject to special
treatment under U.S. federal income tax laws). The discussion below assumes that
the Notes are held as capital assets and only addresses holders who are initial
purchasers of the Notes.

The discussion of the U.S. federal income tax consequences set forth below
is based upon currently existing provisions of the Internal Revenue Code of
1986, as amended (the "Code"), Treasury Regulations promulgated thereunder and
judicial and administrative interpretations, all of which are subject to change,
possibly with retroactive effect. Because individual circumstances may differ,
each prospective purchaser of the Notes is strongly urged to consult its own tax
advisor with respect to its particular tax situation and the particular tax
effects of any state, local, non-U.S., or other tax laws and possible changes in
the tax law.

As used herein, the term "U.S. Holder" means a beneficial owner of a Note
who or which is for U.S. federal income tax purposes (i) a citizen or resident
of the United States, (ii) a corporation, partnership or other entity created or
organized in or under the laws of the United States or of any political
subdivision thereof, (iii) an estate the income of which is subject to U.S.
federal income taxation regardless of its source, or (iv) a "U.S. Trust." A U.S.
Trust is (a) for taxable years beginning after December 31, 1996, or if the
trustee of a trust elects to apply the following definition to an earlier
taxable year ending after August 20, 1996, any trust if, and only if, (i) a
court within the United States is able to exercise primary supervision over the
administration of the trust and (ii) one or more U.S. trustees have the
authority to control all substantial decisions of the trust and (b) for all
other taxable years, any trust the income of which is subject to U.S. federal
income taxation regardless of its source. The term U.S. Holder also includes
certain former U.S. citizens whose income and gain on the Notes will be subject
to U.S. taxation. As used herein, the term "Non-U.S. Holder" means a beneficial
owner of a Note that is not a U.S. Holder.

U.S. HOLDERS

Interest paid on a Note will generally be taxable to a U.S. Holder as
ordinary interest income at the time it accrues or is received in accordance
with the U.S. Holder's method of accounting for federal income tax purposes.
Upon the sale, exchange or retirement of a Note, a U.S. Holder will recognize
taxable gain or loss equal to the difference between the amount realized on the
sale, exchange or retirement (not including any amount attributable to accrued
but unpaid interest) and such holder's adjusted tax basis in the Note. A U.S.
Holder's adjusted tax basis in a Note will equal the cost of the Note to such
holder. Gain or loss realized on the sale, exchange or retirement of a Note by a
U.S. Holder will be capital gain or loss, and will be long-term capital gain or
loss if at the time of the sale, exchange or retirement the Note has been held
for more than one year. Net capital gain is taxed at a lower rate than ordinary
income for certain non-corporate taxpayers, but not for corporate taxpayers. The
distinction between capital gain or loss and ordinary income or loss is also
relevant for purposes of, among other things, limitations on the deductibility
of capital losses.

NON-U.S. HOLDERS

On April 15, 1996, proposed Treasury Regulations (the "1996 Proposed
Regulations") were issued which, if adopted in final form, could affect the U.S.
taxation of Non-U.S. Holders. The 1996 Proposed Regulations are generally
proposed to be effective for payments after December 31, 1997, regardless of the
issue date of the Note with respect to which such payments are made, subject to
certain transition rules. It cannot be predicted at this time whether the 1996
Proposed Regulations will become effective as proposed or what, if any,
modifications may be made to them. The discussion under this heading and under
"-- Backup Withholding" below, is not intended to be a complete discussion of
the provisions of the 1996 Proposed

S-28
<PAGE> 31

Regulations, and prospective investors are urged to consult their tax advisors
with respect to the effect the 1996 Proposed Regulations may have if adopted.

Payments of interest on the Notes by the Company or any paying agent to a
beneficial owner of a Note that is a Non-U.S. Holder will not be subject to U.S.
federal withholding tax, provided that, (i) such holder does not own, actually
or constructively, 10 percent or more of the total combined voting power of all
classes of stock of the Company entitled to vote, (ii) such holder is not, for
U.S. federal income tax purposes, a controlled foreign corporation related,
directly or indirectly, to the Company through stock ownership, (iii) such
holder is not a bank receiving interest described in Section 881(c)(3)(A) of the
Code, and (iv) certain certification requirements (summarized below) are met. If
a Non-U.S. Holder of a Note is engaged in a trade or business in the United
States, and if interest on the Note is effectively connected with the conduct of
such trade or business (and, if certain tax treaties apply, is attributable to a
U.S. permanent establishment maintained by the Non-U.S. Holder) the Non-U.S.
Holder, although exempt from U.S. withholding tax, will generally be subject to
regular U.S. income tax on such interest in the same manner as if it were a U.S.
Holder. In addition, if such Non-U.S. Holder is a foreign corporation, it may be
subject to a branch profits tax equal to 30% (or such lower rate provided by an
applicable treaty) of its effectively connected earnings and profits for the
taxable year, subject to certain adjustments. For purposes of the branch profits
tax, interest on a Note will be included in the earnings and profits of such
Non-U.S. Holder if such interest is effectively connected with the conduct by
the Non-U.S. Holder of a trade or business in the United States.

Under current Treasury Regulations, in order to obtain the exemption from
withholding tax described in the first sentence of the preceding paragraph,
either (i) the beneficial owner of a Note must certify on IRS Form W-8 or a
substitute form that is substantially similar to Form W-8, under penalties of
perjury, to the Company or paying agent, as the case may be, that such owner is
a Non-U.S. Holder and must provide such owner's name and address or (ii) a
securities clearing organization, bank or other financial institution that holds
customers' securities in the ordinary course of its trade or business (a
"Financial Institution") and holds the Note on behalf of the beneficial owner
thereof must certify, under penalties of perjury, to the Company or paying
agent, as the case may be, that such certificate has been received from the
beneficial owner by it or by a Financial Institution between it and the
beneficial owner and must furnish the payor with a copy thereof. A certificate
described in this paragraph is effective only with respect to payments of
interest made to the certifying Non-U.S. Holder after delivery of the
certificate in the calendar year of its delivery and the two immediately
succeeding calendar years. In lieu of the certificate described in this
paragraph, a Non-U.S. Holder engaged in a trade or business in the United States
(with which interest payments on the Note are effectively connected) must
provide to the Company a properly executed IRS Form 4224 in order to claim an
exemption from withholding tax.

The 1996 Proposed Regulations provide optional documentation procedures
designed to simplify compliance by withholding agents. The 1996 Proposed
Regulations also add "intermediary certification" options for certain qualifying
withholding agents. Under one such option, a withholding agent would be allowed
to rely on IRS Form W-8 furnished by a financial institution or other
intermediary on behalf of one or more beneficial owners (or other
intermediaries) without having to obtain the beneficial owner certificate
described in the preceding paragraph, provided that the financial institution or
intermediary has entered into a withholding agreement with the IRS and thus is a
"qualified intermediary." Under another option, an authorized foreign agent of a
U.S. withholding agent would be permitted to act on behalf of the U.S.
withholding agent, provided certain conditions are met.

The 1996 Proposed Regulations, if adopted, would also provide certain
presumptions with respect to withholding for holders not providing the required
certifications to qualify for the withholding exemption described above. In
addition, the 1996 Proposed Regulations would replace a number of current tax
certification forms (including IRS Form W-8 and IRS Form 4224) with a single,
restated form (IRS Form W-8) and standardize the period of time for which
withholding agents could rely on such certifications.

Under current law, a Non-U.S. Holder of a Note generally will not be
subject to U.S. federal income tax on any gain recognized on the sale, exchange
or other disposition of such Note, unless (i) the gain is

S-29
<PAGE> 32

effectively connected with the conduct of a trade or business in the United
States of the non-U.S. holder (and, if certain tax treaties apply, is
attributable to a U.S. permanent establishment maintained by the Non-U.S.
Holder), or (ii) the Non-U.S. Holder is an individual who holds the Note as a
capital asset, is present in the United States for 183 days or more in the
taxable year of the disposition and either (a) such individual has a U.S. "tax
home" (as defined for U.S. federal income tax purposes) or (b) the gain is
attributable to an office or other fixed place of business maintained in the
United States by such individual. In the case of a Non-U.S. Holder that is
described under clause (i) above, its gain will be subject to the U.S. federal
income tax on net income that applies to U.S. persons and, in addition, if such
Non-U.S. Holder is a foreign corporation, it may be subject to the branch
profits tax. An individual Non-U.S. Holder that is described under clause (ii)
above will be subject to a flat 30% tax on any gain derived from the sale, which
may be offset by U.S. capital losses (notwithstanding the fact that he or she is
not considered a U.S. resident). Thus, individual Non-U.S. Holders who have
spent 183 days or more in the United States in the taxable year in which they
contemplate a sale of a Note are urged to consult their tax advisers as to the
tax consequences of such sale.

A Note held by an individual who is not a U.S. citizen or resident at the
time of his death will not be subject to U.S. federal estate tax as a result of
such individual's death, provided that, at the time of such individual's death,
the individual does not own, actually or constructively, 10 percent or more of
the total combined voting power of all classes of stock of the Company entitled
to vote and payments with respect to such Note would not have been effectively
connected with the conduct by such individual of a trade or business in the
United States.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Under current U.S. federal income tax law, information reporting
requirements apply to interest and principal payments made to, and to the
proceeds of sales before maturity by, certain non-corporate U.S. Holders. In
addition, a 31% backup withholding tax requirement applies to certain payments
of interest on, and the proceeds of a sale, exchange or redemption of, the
Notes.

Backup withholding will generally not apply with respect to payments made
to certain exempt recipients such as corporations or other tax-exempt entities.
In the case of a non-corporate U.S. Holder, backup withholding will apply only
if such holder (i) fails to furnish its taxpayer identification number ("TIN")
which for an individual would be his or her Social Security number, (ii)
furnishes an incorrect TIN, (iii) is notified by the IRS that it has failed to
properly report payments of interest and dividends or (iv) under certain
circumstances, fails to certify, under penalties of perjury, that it has
furnished a correct TIN and has not been notified by the IRS that it is subject
to backup withholding for failure to report interest and dividend payments.

In the case of a Non-U.S. Holder, under current Treasury Regulations,
backup withholding and information reporting will not apply to payments made by
the Company or any paying agent thereof on a Note if such holder has provided
the required certification under penalties of perjury that it is not a U.S.
Holder or has otherwise established an exemption, provided in each case that the
Company or such paying agent, as the case may be, does not have actual knowledge
that the payee is a U.S. Holder.

Under current Treasury Regulations, if payments on a Note are made to or
through a foreign office of a custodian, nominee or other agent acting on behalf
of a beneficial owner of a Note, such custodian, nominee or other agent will not
be required to apply backup withholding to such payments made to such beneficial
owner. In the case of payments made to or through the foreign office of a
custodian, nominee or other agent that is (i) a U.S. Person, (ii) a controlled
foreign corporation for U.S. tax purposes or (iii) a foreign person 50% or more
of the gross income of which for the three-year period ending with the close of
its taxable year preceding the year of payment is effectively connected with the
conduct of a trade or business within the United States, information reporting
(but not backup withholding) is required unless the custodian, nominee or other
agent has documentary evidence in its files that the payee is not a U.S. person
and certain other conditions are met, or the payee otherwise establishes an
exemption.

Under current Treasury Regulations, payments on the sale, exchange or other
disposition of a Note made to or through a foreign office of a broker generally
will not be subject to backup withholding. In the case of

S-30
<PAGE> 33

proceeds from a sale of a Note by a Non-U.S. Holder paid to or through the
foreign office of a U.S. broker or a foreign office of a foreign broker that is
(i) a controlled foreign corporation for U.S. tax purposes or (ii) a person 50%
or more of the gross income of which for the three-year period ending with the
close of the taxable year preceding the year of payment (or for the part of that
period that the broker has been in existence) is effectively connected with the
conduct of a trade or business within the United States, information reporting
(but not backup withholding) is required unless the broker has documentary
evidence in its files that the payee is not a U.S. person and certain other
conditions are met, or the payee otherwise establishes an exemption. Payments to
or through the U.S. office of a broker will be subject to backup withholding and
information reporting unless the holder certifies, under penalties of perjury,
that it is not a U.S. Holder and that certain other conditions are met or
otherwise establishes an exemption.

The 1996 Proposed Regulations would, if adopted, alter the foregoing rules
in certain respects. In particular, the 1996 Proposed Regulations would provide
certain presumptions under which Non-U.S. Holders may be subject to backup
withholding in the absence of required certifications.

Holders of Notes should consult their tax advisors regarding the
application of backup withholding in their particular situations, the
availability of an exemption therefrom, and the procedure for obtaining such an
exemption, if available. Any amounts withheld from payment under the backup
withholding rules will be allowed as a credit against a holder's U.S. federal
income tax liability and may entitle such holder to a refund, provided that the
required information is furnished to the IRS.

THE FOREGOING DISCUSSION IS FOR GENERAL INFORMATION AND IS NOT TAX ADVICE.
ACCORDINGLY, EACH PROSPECTIVE HOLDER OF NOTES SHOULD CONSULT ITS OWN TAX ADVISOR
AS TO THE PARTICULAR TAX CONSEQUENCES TO THE PROSPECTIVE HOLDER OF THE NOTES,
INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR NON-U.S. INCOME
TAX LAWS AND ANY RECENT OR PROSPECTIVE CHANGES IN APPLICABLE TAX LAWS.

LEGAL MATTERS

Certain legal matters in connection with the Notes offered hereby will be
passed upon for the Company by Thomas R. Savage, General Counsel of the Company,
and by Mayer, Brown & Platt, Chicago, Illinois. Certain legal matters in
connection with the Notes offered hereby will be passed upon for the
Underwriters by Sidley & Austin, Chicago, Illinois. Sidley & Austin will rely
upon the opinion of Mr. Savage as to Wisconsin law matters.

S-31
<PAGE> 34

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Consolidated Statements of Income for the years ended June
30, 1996, July 2, 1995 and July 3, 1994 and for the six
months ended December 29, 1996 and December 31, 1995...... F-2

Consolidated Balance Sheets as of June 30, 1996, July 2,
1995 and December 29, 1996................................ F-3

Consolidated Statements of Shareholders' Investment for the
years ended June 30, 1996, July 2, 1995 and July 3, 1994
and for the six months ended December 29, 1996............ F-4

Consolidated Statements of Cash Flows for the years ended
June 30, 1996, July 2, 1995 and July 3, 1994 and for the
six months ended December 29, 1996 and December 31,
1995...................................................... F-5

Notes to Consolidated Financial Statements.................. F-6

Report of Independent Public Accountants.................... F-19
</TABLE>

F-1
<PAGE> 35

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS OF DOLLARS EXCEPT AMOUNTS PER SHARE)

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
------------------------------------ ---------------------------
JUNE 30, JULY 2, JULY 3, DECEMBER 29, DECEMBER 31,
1996 1995 1994 1996 1995
---------- ---------- ---------- ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
NET SALES............................ $1,287,029 $1,339,677 $1,285,517 $461,395 $518,834
COST OF GOODS SOLD................... 1,025,281 1,068,059 1,018,977 386,569 433,930
---------- ---------- ---------- -------- --------
Gross Profit on Sales......... 261,748 271,618 266,540 74,826 84,904
ENGINEERING, SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES............ 108,339 101,852 94,795 54,132 49,284
---------- ---------- ---------- -------- --------
Income from Operations........ 153,409 169,766 171,745 20,694 35,620
INTEREST EXPENSE..................... (10,069) (8,580) (8,997) (4,360) (4,976)
OTHER INCOME, Net.................... 5,712 9,189 6,973 2,098 2,620
---------- ---------- ---------- -------- --------
Income Before Provision for Income
Taxes........................... 149,052 170,375 169,721 18,432 33,264
PROVISION FOR INCOME TAXES........... 56,640 65,570 67,240 7,000 12,640
---------- ---------- ---------- -------- --------
Net Income Before Cumulative Effect
of Accounting Changes........... 92,412 104,805 102,481 11,432 20,624
CUMULATIVE EFFECT OF ACCOUNTING
CHANGES FOR:
Postretirement Health Care, Net of
Income Taxes of $25,722......... -- -- (40,232) -- --
Postemployment Benefits, Net of
Income Taxes of $430............ -- -- (672) -- --
Deferred Income Taxes.............. -- -- 8,346 -- --
---------- ---------- ---------- -------- --------
-- -- (32,558) -- --
---------- ---------- ---------- -------- --------
NET INCOME........................... $ 92,412 $ 104,805 $ 69,923 $ 11,432 $ 20,624
========== ========== ========== ======== ========
PER SHARE DATA:
Net Income Before Cumulative Effect
of Accounting Changes........... $ 3.19 $ 3.62 $ 3.54 $ .40 $ .71
Cumulative Effect of Accounting
Changes......................... -- -- (1.12) -- --
---------- ---------- ---------- -------- --------
Net Income......................... $ 3.19 $ 3.62 $ 2.42 $ .40 $ .71
========== ========== ========== ======== ========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

F-2
<PAGE> 36

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS EXCEPT AMOUNTS PER SHARE)

<TABLE>
<CAPTION>
JUNE 30, JULY 2, DECEMBER 29,
1996 1995 1996
-------- -------- ------------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and Cash Equivalents................................. $150,639 $170,648 $ 3,254
Receivables, Less Reserves of $1,544, $1,537, and $1,514,
Respectively............................................ 119,346 94,116 234,525
Inventories --
Finished Products and Parts............................. 96,078 96,540 179,857
Work in Process......................................... 36,932 40,107 45,426
Raw Materials........................................... 4,393 4,027 5,141
-------- -------- --------
Total Inventories..................................... 137,403 140,674 230,424
Future Income Tax Benefits................................ 29,589 31,376 32,870
Prepaid Expenses.......................................... 19,410 16,516 14,782
-------- -------- --------
Total Current Assets.................................. 456,387 453,330 515,855
PREPAID PENSION COST........................................ 4,682 -- 7,458
DEFERRED INCOME TAX ASSET................................... 2,883 1,866 5,363
PURCHASED SOFTWARE.......................................... -- -- 9,045
PLANT AND EQUIPMENT:
Land and Land Improvements................................ 15,603 9,499 15,743
Buildings................................................. 147,670 105,844 148,406
Machinery and Equipment................................... 594,608 507,606 588,238
Construction in Progress.................................. 18,757 103,382 36,066
-------- -------- --------
776,638 726,331 788,453
Less -- Accumulated Depreciation and Unamortized
Investment Tax Credit................................... 402,426 383,034 403,777
-------- -------- --------
Total Plant and Equipment, Net........................ 374,212 343,297 384,676
-------- -------- --------
$838,164 $798,493 $922,397
======== ======== ========
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts Payable.......................................... $ 65,642 $ 63,913 $ 62,091
Domestic Notes Payable.................................... 5,000 6,750 43,970
Foreign Loans............................................. 14,922 19,653 16,440
Current Maturities of Long-Term Debt...................... 15,000 -- 15,000
Accrued Liabilities --
Wages and Salaries...................................... 25,488 44,900 30,937
Warranty................................................ 26,257 30,353 22,628
Other................................................... 31,187 33,564 53,391
-------- -------- --------
Total Accrued Liabilities............................. 82,932 108,817 106,956
Federal and State Income Taxes.......................... 6,683 (1,878) 17,252
-------- -------- --------
Total Current Liabilities............................. 190,179 197,255 261,709
ACCRUED PENSION COST........................................ -- 1,606 --
DEFERRED REVENUE ON SALE OF PLANT AND EQUIPMENT............. -- -- 15,996
ACCRUED EMPLOYEE BENEFITS................................... 18,431 16,447 19,465
ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION............... 69,049 68,707 69,034
LONG-TERM DEBT.............................................. 60,000 75,000 60,000
COMMITMENTS AND CONTINGENCIES...............................
SHAREHOLDERS' INVESTMENT:
Common Stock --
Authorized 60,000 shares $.01 Par Value, Issued and
Outstanding 28,927...................................... 289 289 289
Additional Paid-In Capital................................ 40,898 41,698 40,705
Retained Earnings......................................... 459,666 397,627 455,477
Cumulative Translation Adjustments........................ (348) (136) (278)
-------- -------- --------
Total Shareholders' Investment........................ 500,505 439,478 496,193
-------- -------- --------
$838,164 $798,493 $922,397
======== ======== ========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these balance sheets.

F-3
<PAGE> 37

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT
(IN THOUSANDS OF DOLLARS EXCEPT AMOUNTS PER SHARE)

<TABLE>
<CAPTION>
ADDITIONAL CUMULATIVE
COMMON PAID-IN RETAINED TRANSLATION
STOCK CAPITAL EARNINGS ADJUSTMENTS
------ ---------- -------- -----------
<S> <C> <C> <C> <C>
BALANCES, JUNE 27, 1993.............................. $145 $42,883 $318,247 $(1,317)
Net Income......................................... -- -- 69,923 --
Cash Dividends Paid ($.90 per share)............... -- -- (26,034) --
Purchase of Common Stock for Treasury.............. -- (791) -- --
Proceeds from Exercise of Stock Options............ -- 266 -- --
Currency Translation Adjustments................... -- -- -- 470
---- ------- -------- -------
BALANCES, JULY 3, 1994............................... 145 42,358 362,136 (847)
Net Income......................................... -- -- 104,805 --
Cash Dividends Paid ($.98 per share)............... -- -- (28,348) --
Distribution of Shares of STRATTEC SECURITY
CORPORATION..................................... -- -- (40,966) 1,226
Two-for-One Stock Split............................ 144 (144) -- --
Purchase of Common Stock for Treasury.............. -- (915) -- --
Proceeds from Exercise of Stock Options............ -- 399 -- --
Currency Translation Adjustments................... -- -- -- (515)
---- ------- -------- -------
BALANCES, JULY 2, 1995............................... 289 41,698 397,627 (136)
Net Income......................................... -- -- 92,412 --
Cash Dividends Paid ($1.05 per share).............. -- -- (30,373) --
Purchase of Common Stock for Treasury.............. -- (1,185) -- --
Proceeds from Exercise of Stock Options............ -- 385 -- --
Currency Translation Adjustments................... -- -- -- (212)
---- ------- -------- -------
BALANCES, JUNE 30, 1996.............................. 289 40,898 459,666 (348)
Net Income (Unaudited)............................. -- -- 11,432 --
Cash Dividends Paid ($.54 per share) (Unaudited)... -- -- (15,621) --
Purchase of Common Stock for Treasury
(Unaudited)..................................... -- (301) -- --
Proceeds from Exercise of Stock Options
(Unaudited)..................................... -- 108 -- --
Currency Translation Adjustments (Unaudited)....... -- -- -- 70
---- ------- -------- -------
BALANCES, DECEMBER 29, 1996 (Unaudited).............. $289 $40,705 $455,477 $ (278)
==== ======= ======== =======
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

F-4
<PAGE> 38

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
YEAR ENDED SIX MONTHS ENDED
------------------------------ ---------------------------
JUNE 30, JULY 2, JULY 3, DECEMBER 29, DECEMBER 31,
1996 1995 1994 1996 1995
-------- -------- -------- ------------ ------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C> <C>
Increase (Decrease) in Cash and Cash Equivalents
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income..................................... $ 92,412 $104,805 $ 69,923 $ 11,432 $ 20,624
Adjustments to Reconcile Net Income to Net Cash
Provided By Operating Activities --
Cumulative Effect of Accounting Changes, Net
of Income Taxes............................ -- -- 32,558 -- --
Depreciation................................... 43,032 44,445 42,950 21,578 20,938
(Gain) Loss on Disposition of Plant and
Equipment.................................... 2,692 1,452 (96) 1,537 680
Change in Operating Assets and Liabilities --
(Increase) Decrease in Receivables........... (25,230) 11,125 2,384 (115,179) (176,026)
(Increase) Decrease in Inventories........... 3,271 (62,753) (11,605) (93,021) (64,090)
(Increase) in Other Current Assets........... (1,107) (4,720) (10,593) (2,338) 1,400
Increase (Decrease) in Accounts Payable,
Accrued Liabilities and Income Taxes....... (15,595) (8,220) 38,132 31,042 6,337
Other, Net..................................... (4,979) 9,633 1,420 (9,597) (3,423)
-------- -------- -------- --------- ---------
Net Cash Provided By (Used in) Operating
Activities............................ 94,496 95,767 165,073 (154,546) (193,560)
-------- -------- -------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Plant and Equipment............... (77,746) (131,034) (40,804) (33,687) (51,423)
Proceeds Received on Sale of Plant and
Equipment.................................... 1,069 2,055 7,268 112 928
Sale of Short-Term Investments................. -- -- 70,422 -- --
Proceeds Received on Sale of Menomonee Falls,
Wisconsin Facility........................... -- -- -- 15,996 --
Decrease in Cash Due to Spin-Off of Lock
Business..................................... -- (174) -- -- --
-------- -------- -------- --------- ---------
Net Cash Provided By (Used in) Investing
Activities............................ (76,677) (129,153) 36,886 (17,579) (50,495)
-------- -------- -------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowings (Repayments) on Loans and Notes
Payable...................................... (6,481) 12,080 5,396 40,488 95,221
Cash Dividends Paid............................ (30,373) (28,348) (26,034) (15,621) (15,042)
Purchase of Common Stock for Treasury.......... (1,185) (915) (791) (301) (547)
Proceeds from Exercise of Stock Options........ 385 399 266 108 176
-------- -------- -------- --------- ---------
Net Cash Provided By (Used in) Financing
Activities............................ (37,654) (16,784) (21,163) 24,674 79,808
-------- -------- -------- --------- ---------
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES
ON CASH AND CASH EQUIVALENTS................... (174) (283) 804 66 (78)
-------- -------- -------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS.................................... (20,009) (50,453) 181,600 (147,385) (164,325)
CASH AND CASH EQUIVALENTS:
Beginning of Period............................ 170,648 221,101 39,501 150,639 170,648
-------- -------- -------- --------- ---------
End of Period.................................. $150,639 $170,648 $221,101 $ 3,254 $ 6,323
======== ======== ======== ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest Paid.................................. $ 10,137 $ 8,501 $ 8,997 $ 4,217 $ 4,596
======== ======== ======== ========= =========
Income Taxes Paid.............................. $ 48,865 $ 88,935 $ 77,748 $ 2,075 $ 2,576
======== ======== ======== ========= =========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

F-5
<PAGE> 39

BRIGGS & STRATTON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(1) NATURE OF OPERATIONS:

Briggs & Stratton Corporation (the Company) is a U.S. based producer of air
cooled gasoline engines. These engines are sold primarily to original equipment
manufacturers of lawn and garden equipment and other gasoline engine powered
equipment worldwide.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Fiscal Year: The Company's fiscal year consists of 52 or 53 weeks, ending
on the Sunday nearest the last day of June in each year. Therefore, the 1996 and
1995 fiscal years were 52 weeks long and the 1994 fiscal year was 53 weeks long.
All references to years relate to fiscal years rather than calendar years.

Principles of Consolidation: The consolidated financial statements include
the accounts of Briggs & Stratton Corporation and its wholly owned domestic and
foreign subsidiaries after elimination of intercompany accounts and
transactions.

Accounting Estimates: The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents: This caption includes cash and certificates of
deposit. The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.

Inventories: Inventories are stated at cost, which does not exceed market.
The last-in, first-out (LIFO) method was used for determining the cost of
approximately 93% of total inventories at June 30, 1996 and at July 2, 1995 and
89% at July 3, 1994. The cost for the remaining portion of the inventories was
determined using the first-in, first-out (FIFO) method. If the FIFO inventory
valuation method had been used exclusively, inventories would have been
$48,125,000, $43,582,000 and $42,268,000 higher in the respective years. The
LIFO inventory adjustment was determined on an overall basis, and accordingly,
each class of inventory reflects an allocation based on the FIFO amounts.

Plant and Equipment and Depreciation: Plant and equipment is stated at
cost, and depreciation is computed using the straight-line method at rates based
upon the estimated useful lives of the assets.

Expenditures for repairs and maintenance are charged to expense as
incurred. Expenditures for major renewals and betterments, which significantly
extend the useful lives of existing plant and equipment, are capitalized and
depreciated. Upon retirement or disposition of plant and equipment, the cost and
related accumulated depreciation are removed from the accounts and any resulting
gain or loss is recognized in other income.

Investment Tax Credits: The Company follows the deferral method of
accounting for the Federal investment tax credit. The credit, which was
eliminated in 1986, has been recorded as an addition to accumulated depreciation
and is being amortized over the estimated useful lives of the related assets via
a reduction of depreciation expense.

The amounts amortized into income in each of the three years were $672,000
in 1996, $759,000 in 1995 and $830,000 in 1994. During 1995, $217,000 was
eliminated in the spin-off, as described in subsequent footnotes. At the end of
fiscal years 1996 and 1995, unamortized deferred investment tax credits
aggregated $1,577,000 and $2,249,000, respectively.

Income Taxes: The Provision for Income Taxes includes Federal, state and
foreign income taxes currently payable and those deferred or prepaid because of
temporary differences between financial statement

F-6
<PAGE> 40

BRIGGS & STRATTON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

and tax bases of assets and liabilities. The Future Income Tax Benefits
represent temporary differences relating to current assets and current
liabilities and the Deferred Income Taxes represent temporary differences
relating to noncurrent assets and liabilities.

Research and Development Costs: Expenditures relating to the development of
new products and processes, including significant improvements and refinements
to existing products, are expensed as incurred. The amounts charged against
income were $12,737,000 in 1996, $13,112,000 in 1995 and $12,520,000 in 1994.

Accrued Employee Benefits: The Company's life insurance program includes
payment of a death benefit to beneficiaries of retired employees. The Company
accrues for the estimated cost of these benefits over the estimated working life
of the employee. Past service costs for all retired employees have been fully
provided for. The Company also accrues for the estimated cost of supplemental
retirement and death benefit agreements with executive officers.

Accrued Postretirement Health Care Obligation: During the 1994 fiscal year,
the Company adopted Financial Accounting Standard (FAS) No. 106 (Postretirement
Benefits Other Than Pensions). This change and the amounts associated with it
are more fully described in subsequent footnotes.

Advertising Costs: Advertising costs, included in Engineering, Selling,
General and Administrative Expenses on the accompanying Consolidated Statement
of Income, are expensed as incurred. These expenses totaled $7,066,000 in 1996,
$6,357,000 in 1995 and $5,411,000 in 1994.

Foreign Currency Translation: Foreign currency balance sheet accounts are
translated into United States dollars at the rates of exchange in effect at
fiscal year end. Income and expenses are translated at the average rates of
exchange in effect during the year. The related translation adjustments are made
directly to a separate component of shareholders' investment.

Derivatives: Potential gains and losses on foreign currency hedges with
controlled subsidiaries are carried on the balance sheet. Gains and losses
related to all other hedges of anticipated transactions are deferred and
recognized as adjustments of carrying amounts when the hedged transaction
occurs.

Start-Up Costs: It is the Company's policy to expense all start-up costs
for new manufacturing plants. Under this policy, the Company expensed
$11,660,000 in fiscal 1996 and $5,300,000 in fiscal 1995.

Impairment of Assets: In 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards (SFAS) No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of." This new standard requires companies to assess the need for adjustment to
carrying values of assets when an indicator of impairment is present. The
Company adopted this standard during the 1996 fiscal year and determined that it
has no impaired assets.

Interim Period Financial Statements: In the opinion of management, the
unaudited consolidated financial statements contain all adjustments, all of
which are of a normal recurring nature, necessary to present fairly the
financial position as of December 29, 1996, and the results of operations and
cash flows for the six months ended December 29, 1996 and December 31, 1995.
Interim financial results are not necessarily indicative of operating results
for the entire year.

F-7
<PAGE> 41

BRIGGS & STRATTON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(3) INCOME TAXES:

The provision for income taxes consists of the following (in thousands of
dollars):

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Current
Federal.......................................... $46,448 $67,255 $62,795
State............................................ 7,768 10,644 10,482
Foreign.......................................... 1,654 873 2,059
------- ------- -------
55,870 78,772 75,336
Deferred........................................... 770 (13,202) (8,096)
------- ------- -------
Total....................................... $56,640 $65,570 $67,240
======= ======= =======
</TABLE>

A reconciliation of the U.S. statutory tax rates to the effective tax rates
follows:

<TABLE>
<CAPTION>
1996 1995 1994
---- ---- ----
<S> <C> <C> <C>
U.S. Statutory Rate.................................... 35.0% 35.0% 35.0%
State Taxes, Net of Federal Tax Benefit................ 3.4% 3.5% 3.6%
Foreign Sales Corporation Tax Benefit.................. (.7)% (.6)% (.5)%
Other.................................................. .3% .6% 1.5%
---- ---- ----
Effective Tax Rate..................................... 38.0% 38.5% 39.6%
==== ==== ====
</TABLE>

At the beginning of fiscal year 1994, the Company adopted FAS No. 109
(Accounting For Income Taxes) which required a change in the recording of
deferred taxes. The former method emphasized provisions which were made in the
income statement. The emphasis in the new method is on the balance sheet and
requires that the amounts to be recorded are the amounts which will eventually
be paid out. The adoption of this standard resulted in a cumulative adjustment
which was recorded as income totaling $8,346,000 or $.29 per share.

The components of deferred tax assets and liabilities at the end of the
fiscal year were (in thousands of dollars):

<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Future Income Tax Benefits:
Inventory.............................................. $ 2,518 $ 3,710
Prepaid Expenses....................................... (158) 167
Payroll Related Accruals............................... 4,658 4,153
Warranty Reserves...................................... 10,240 11,838
Other Accrued Liabilities.............................. 8,453 8,255
Miscellaneous.......................................... 3,878 3,253
-------- --------
$ 29,589 $ 31,376
======== ========
</TABLE>

F-8
<PAGE> 42

BRIGGS & STRATTON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
1996 1995
-------- --------
<S> <C> <C>
Deferred Income Taxes:
Difference Between Book and Tax Methods Applied to
Maintenance and Supply Inventories.................. $ 9,982 $ 6,618
Pension Cost........................................... (1,679) 400
Accumulated Depreciation............................... (41,768) (39,176)
Accrued Employee Benefits.............................. 7,232 6,469
Postretirement Health Care Obligation.................. 26,929 26,796
Miscellaneous.......................................... 2,187 759
-------- --------
$ 2,883 $ 1,866
======== ========
</TABLE>

The Company has not recorded deferred income taxes applicable to
undistributed earnings of foreign subsidiaries that are indefinitely reinvested
in foreign operations. These undistributed earnings amounted to approximately
$5,200,000 at June 30, 1996. If these earnings were remitted to the U.S., they
would be subject to U.S. income tax. However, this tax would be substantially
less than the U.S. statutory income tax because of available foreign tax
credits.

(4) INDUSTRY SEGMENTS:

Certain information concerning the Company's industry segments is presented
below (in thousands of dollars):

<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
SALES --
Engines & Parts..................................... $1,276,264 $1,197,744
Locks............................................... 63,413 87,773
---------- ----------
$1,339,677 $1,285,517
========== ==========
INCOME FROM OPERATIONS --
Engines & Parts..................................... $ 162,903 $ 158,900
Locks............................................... 6,863 12,845
---------- ----------
$ 169,766 $ 171,745
========== ==========
ASSETS --
Engines & Parts..................................... $ 798,493 $ 467,561
Locks............................................... -- 46,832
Unallocated......................................... -- 262,962
---------- ----------
$ 798,493 $ 777,355
========== ==========
DEPRECIATION EXPENSE --
Engines & Parts..................................... $ 42,746 $ 40,605
Locks............................................... 1,699 2,345
---------- ----------
$ 44,445 $ 42,950
========== ==========
EXPENDITURES FOR PLANT AND EQUIPMENT --
Engines & Parts..................................... $ 124,604 $ 37,398
Locks............................................... 6,430 3,406
---------- ----------
$ 131,034 $ 40,804
========== ==========
</TABLE>

F-9
<PAGE> 43

BRIGGS & STRATTON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

On February 27, 1995, the Company spun off its lock business to its
shareholders in a tax-free distribution. This spin-off was accomplished by
distributing shares in a newly created corporation on the basis of one share in
the new corporation for each five shares of Briggs & Stratton Corporation stock
held on February 16, 1995. The newly created corporation, STRATTEC SECURITY
CORPORATION, is publicly traded. This distribution resulted in a charge of
$40,966,000 against the retained earnings account and represented the total of
the net assets transferred to STRATTEC. The financial statements of Briggs &
Stratton Corporation have not been restated to deal with this distribution as a
discontinued operation because the amounts were not material. Because of the
spin-off, no industry segment data is being presented for 1996.

The preceding Sales, Income From Operations, Depreciation Expense and
Expenditures For Plant and Equipment reflect 1995 data for the lock business
from the beginning of the fiscal year to the date of spin-off.

Unallocated assets include cash and cash equivalents, short-term
investments, future income tax benefits, prepaid pension costs and other assets.

Export sales for fiscal 1996 were $323,747,000 (25% of total sales), for
fiscal 1995 were $312,234,000 (23%) and for fiscal 1994 were $264,866,000 (21%).
These sales were principally to customers in European countries.

In the fiscal years 1996, 1995 and 1994, there were sales to three major
engine customers that exceeded 10% of total Company net sales. The sales to
these customers are summarized below (in thousands of dollars and percent of
total Company sales):

<TABLE>
<CAPTION>
1996 1995 1994
--------------- --------------- ---------------
CUSTOMER SALES % SALES % SALES %
-------- -------- --- -------- --- -------- ---
<S> <C> <C> <C> <C> <C> <C>
A.......................... $267,257 21% $237,241 18% $234,363 18%
B.......................... 177,314 14% 155,072 12% 148,091 12%
C.......................... 163,065 13% 189,916 14% 149,397 12%
-------- --- -------- --- -------- ---
$607,636 48% $582,229 44% $531,851 42%
======== === ======== === ======== ===
</TABLE>

(5) INDEBTEDNESS:

The Company had access to domestic lines of credit totaling $47,000,000 at
June 30, 1996. These lines will remain available until cancelled by either
party. They provide amounts for short-term use at the then prevailing rate.
There are no significant compensating balance requirements and no borrowings at
June 30, 1996 using these lines of credit.

The following data relates to domestic notes payable:

<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Balance at Fiscal Year End............................ $5,000,000 $6,750,000
Weighted Average Interest Rate at Fiscal Year End..... 6.10% 5.00%
</TABLE>

The lines of credit available to the Company in foreign countries are in
connection with short-term borrowings and bank overdrafts used in the normal
course of business. These amounts total $18,500,000, expire at various times
through November, 1997 and are renewable. None of these arrangements had
material commitment fees or compensating balance requirements.

The following information relates to the foreign loans:

<TABLE>
<CAPTION>
1996 1995
----------- -----------
<S> <C> <C>
Balance at Fiscal Year End.......................... $14,922,000 $19,653,000
Weighted Average Interest Rate at Fiscal Year End... 4.60% 5.80%
</TABLE>

F-10
<PAGE> 44

BRIGGS & STRATTON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company's long-term debt consists of 9.21% Senior Notes due June 15,
2001. Payments on these notes are due in five equal annual installments
beginning in 1997. The notes include covenants that limit total borrowings,
require maintenance of $200,000,000 minimum net worth and set certain
restrictions on the sale or collateralizing of the Company's assets.

(6) OTHER INCOME (EXPENSE):

The components of other income (expense) are (in thousands of dollars):

<TABLE>
<CAPTION>
1996 1995 1994
------- ------- -------
<S> <C> <C> <C>
Interest Income.................................... $ 4,477 $ 6,840 $ 3,527
Gain on Sale of German Land and Buildings.......... -- -- 2,819
Loss on the Disposition of Plant and Equipment..... (2,692) (1,452) (2,723)
Income From Joint Ventures......................... 2,957 2,842 2,307
Other Items........................................ 970 959 1,043
------- ------- -------
Total......................................... $ 5,712 $ 9,189 $ 6,973
======= ======= =======
</TABLE>

(7) COMMITMENTS AND CONTINGENCIES:

The Company is a 50% guarantor on bank loans of two unconsolidated joint
ventures. One is in Japan for the manufacture of engines and the second in the
United States for the manufacture of parts. These bank loans totaled
approximately $13,000,000 at the end of fiscal 1996.

Product and general liability claims arise against the Company from time to
time in the ordinary course of business. The Company is self-insured for future
claims up to $1 million per claim. Accordingly, a reserve is maintained for the
estimated costs of such claims. At June 30, 1996, the reserve for product and
general liability claims was $6.5 million based on available information. There
is inherent uncertainty as to the eventual resolution of unsettled claims. The
Company, however, believes that any losses in excess of established reserves
will not have a material adverse effect on the Company's financial position or
results of operations.

The Company has no material commitments for materials or capital
expenditures at June 30, 1996.

(8) STOCK OPTIONS:

In 1990, shareholders approved the Stock Incentive Plan under which 400,000
shares of the Company's common stock were reserved for issuance. In fiscal 1994,
shareholders approved an additional 1,250,000 shares for issuance under the
Plan, bringing the total shares reserved for issuance to 1,650,000. In fiscal
1995, pursuant to the terms of the Plan, the number of shares reserved for
issuance was adjusted to 3,361,935 to reflect the two-for-one stock split and
the spin-off of its lock business.

F-11
<PAGE> 45

BRIGGS & STRATTON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Information on the options outstanding is as follows:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING IN NUMBER OF
COMMON STOCK SHARES
---------------------------------
1996 1995 1994
--------- --------- -------
<S> <C> <C> <C>
Balance, Beginning of Year...................... 1,169,620 606,864 390,184
Granted During the Year --
1994 at $48.369............................... -- -- 253,420
1995 at $45.854............................... -- 552,000 --
1996 at $49.080............................... 600,000 -- --
Increase Due to Spin-off........................ -- 83,843 --
Exercised During the Year....................... (65,089) (43,827) (19,000)
Terminated During the Year...................... -- (29,260) (17,740)
--------- --------- -------
Balance, End of Year............................ 1,704,531 1,169,620 606,864
========= ========= =======
</TABLE>

GRANT SUMMARY

<TABLE>
<CAPTION>
OPTIONS EXPIRATION
FISCAL YEAR GRANT DATE EXERCISE PRICE(A) DATE EXERCISABLE OUTSTANDING DATE
----------- ---------- ----------------- ---------------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C>
1990 2-20-90 $13.014 50%, 1-1-94; 6,782 2-19-00
50%, 1-1-95
1991 2-19-91 14.524 50%, 1-1-95; 90,613 2-18-01
50%, 1-1-96
1992 5-18-92 21.525 50%, 1-1-96; 181,546 5-17-02
50%, 1-1-97
1994 8-16-93 48.369 8-16-96 258,085 8-16-98
1995 8-12-94 45.854 8-12-97 567,505 8-12-99
1996 8-7-95 49.080 8-7-98 600,000 8-7-00
</TABLE>

There were no options granted in fiscal 1993.

(a) Exercise prices have been adjusted as appropriate to reflect a
two-for-one stock split and the spin-off of the Company's lock business.

In October 1995, the Financial Accounting Standards Board issued SFAS No.
123 "Accounting for Stock-Based Compensation." This standard establishes
financial accounting and reporting standards for stock-based employee
compensation. The Company plans to adopt the pro forma disclosure requirements
of the statement, and will continue to apply the accounting provisions of
Accounting Principles Board Opinion No. 25, as allowed by the new standard. This
disclosure will be effective for the fiscal 1997 financial statements.

(9) SHAREHOLDER RIGHTS PLAN:

On August 6, 1996, the Board of Directors declared a dividend distribution
of one common stock purchase right (a "right") for each share of the Company's
common stock outstanding on August 19, 1996. Each right would entitle
shareowners to buy one-half of one share of the Company's common stock at an
exercise price of $160.00 per full common share, subject to adjustment. The
rights are not currently exercisable, but would become exercisable if certain
events occurred relating to a person or group acquiring or attempting to acquire
15 percent or more of the outstanding shares of common stock. The rights expire
on August 19, 2006, unless redeemed or exchanged by the Company earlier. Rights
granted under a previous plan expired July 1, 1996.

F-12
<PAGE> 46

BRIGGS & STRATTON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(10) RETIREMENT PLANS AND POSTRETIREMENT COSTS:

The Company has noncontributory, defined benefit retirement plans covering
most Wisconsin employees. The following tables summarize the plans' income and
expense, actuarial assumptions, and funded status for the three years indicated
(dollars in thousands):

<TABLE>
<CAPTION>
QUALIFIED PLANS SUPPLEMENTAL PLANS
--------------------------------- -----------------------------
1996 1995 1994 1996 1995 1994
--------- -------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
INCOME AND EXPENSE:
Service Cost-Benefits Earned
During the Year................. $ 13,143 $ 15,098 $ 13,079 $ 456 $ 453 $ 296
Interest Cost on Projected Benefit
Obligation...................... 41,722 39,877 36,408 926 904 706
Actual Return on Plan Assets...... (104,872) (89,941) (7,152) (9) (3) (3)
Net Amortization, Deferral and
Windows......................... 51,830 37,078 (42,978) 462 333 380
--------- -------- -------- ------- ------- -------
Net Periodic Pension Expense
(Income)........................ $ 1,823 $ 2,112 $ (643) $ 1,835 $ 1,687 $ 1,379
========= ======== ======== ======= ======= =======
ACTUARIAL ASSUMPTIONS:
Discount Rate Used to Determine
Present Value of Projected
Benefit Obligation.............. 7.75% 7.75% 7.75% 7.75% 7.75% 7.75%
Expected Rate of Future
Compensation Level Increases.... 5.5% 5.5% 5.5% 5.5% 5.5% 5.5%
Expected Long-Term Rate of Return
on Plan Assets.................. 9.0% 9.0% 9.0% 9.0% 9.0% 9.0%
FUNDED STATUS:
Actuarial Present Value of Benefit
Obligations:
Vested.......................... $ 413,035 $389,117 $359,383 $ 8,286 $ 7,991 $ 6,560
Non-Vested...................... 34,268 36,144 34,382 21 6 23
--------- -------- -------- ------- ------- -------
Accumulated Benefit Obligation.... 447,303 425,261 393,765 8,307 7,997 6,583
Effect of Projected Future Wage
and Salary Increases............ 120,083 124,651 112,771 4,766 4,679 3,267
--------- -------- -------- ------- ------- -------
Projected Benefit Obligation...... 567,386 549,912 506,536 13,073 12,676 9,850
Plan Assets at Fair Market
Value........................... 681,819 609,385 560,585 126 100 103
--------- -------- -------- ------- ------- -------
Plan Assets in Excess of (Less
Than) Projected Benefit
Obligation...................... 114,433 59,473 54,049 (12,947) (12,576) (9,747)
Remaining Unrecognized Net
Obligation (Asset) Arising from
the Initial Application of SFAS
No. 87.......................... (31,321) (36,902) (43,776) 179 258 336
Unrecognized Net Loss (Gain)...... (75,983) (21,992) (502) 4,494 5,277 3,416
Unrecognized Prior Service Cost... (2,447) (2,185) (1,090) 1,029 1,102 1,176
--------- -------- -------- ------- ------- -------
Prepaid (Accrued) Pension Cost.... $ 4,682 $ (1,606) $ 8,681 $(7,245) $(5,939) $(4,819)
========= ======== ======== ======= ======= =======
</TABLE>

As part of the spin-off of the lock business as described in Note 4, the
Company's pension trust transferred $15,872,000 in plan assets to STRATTEC
SECURITY CORPORATION in 1995. This resulted in an increase of $5,000,000 in the
prepaid pension cost account due to the Company transferring certain benefit
obligations and unrecognized amounts.

F-13
<PAGE> 47

BRIGGS & STRATTON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company offered early retirement windows to certain of its Milwaukee
union members during the 1995 fiscal year. As a result, $13,806,000 was added to
pension expense and $5,253,000 was added to postretirement health care expense
in the fourth quarter of the 1995 fiscal year. When the retirements were
scheduled to occur in the first fiscal quarter of 1996, a number of these union
members canceled their acceptance, and thus credits totaling $3,477,000 were
recorded as a change in the original accounting estimate.

During fiscal 1996, the defined benefit pension plan which covered
employees at two of the Company's plants was terminated and replaced by a
defined contribution retirement plan that includes most U.S. non-Wisconsin
employees. The impact of the termination was not material. Under the new plan,
the Company will make a contribution on behalf of covered employees equal to 2%
of each participant's gross income, as defined. For the portion of fiscal 1996
in which the plan was in effect, the cost to the Company was $757,000.

Most U.S. employees of the Company may participate in a salary reduction
deferred compensation retirement plan. The Company makes matching contributions
of $.50 for every $1.00 deferred by a participant to a maximum of 1 1/2% or 3%
of each participant's salary, depending upon the participant's group. Company
contributions totaled $2,825,000 in 1996, $1,756,000 in 1995 and $1,630,000 in
1994.

At the beginning of fiscal year 1994, the Company adopted two Financial
Accounting Standards as follows:

FAS 106 -- Postretirement Benefits Other Than Pensions --

This standard requires that the Company record the expected cost of health
care and life insurance benefits during the years that the employees render
service -- a significant change from the preceding method which recognized
health care benefits on a cash basis. Postretirement life insurance benefits
were previously being accounted for in a manner substantially emulating the new
standards, so no adjustment was necessary. The cumulative effect of this change
in accounting for postretirement health care benefits was a charge totaling
$65,954,000 on a before tax basis or $40,232,000 on an after tax basis ($1.39
per share).

For measurement purposes, a 10.5% annual rate of increase in the per capita
cost of covered health care claims was assumed for the years 1995 through 1997,
decreasing gradually to 6% for the year 2007. The health care cost trend rate
assumption has a significant effect on the amounts reported. The rates, if
increased by one percentage point, would add $7,172,000 to the accumulated
postretirement benefit and $846,000 to the service and interest cost for the
year.

The discount rate used in determining the accumulated postretirement
benefit obligations was 7.75% compounded annually. Both the health care and life
insurance plans are unfunded.

F-14
<PAGE> 48

BRIGGS & STRATTON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The components of the accumulated postretirement benefit obligations were
(in thousands of dollars):

<TABLE>
<CAPTION>
HEALTH CARE
------------------
1996 1995
------- -------
<S> <C> <C>
Retirees................................................... $33,044 $33,801
Fully Eligible Plan Participants........................... 4,077 4,990
Other Active Participants.................................. 32,628 34,616
------- -------
$69,749 $73,407
Unrecognized Net Obligation................................ -- --
Unrecognized Gain.......................................... 4,000 --
------- -------
$73,749 $73,407
Less Current Portion....................................... 4,700 4,700
------- -------
$69,049 $68,707
======= =======
</TABLE>

<TABLE>
<CAPTION>
LIFE INSURANCE
------------------
1996 1995
------- -------
<S> <C> <C>
Retirees................................................... $ 8,840 $ 8,553
Fully Eligible Plan Participants........................... 2,226 1,453
Other Active Participants.................................. 1,736 1,588
------- -------
$12,802 $11,594
Unrecognized Net Obligation................................ (553) (600)
Unrecognized Prior Service Cost............................ (898) --
Unrecognized Loss.......................................... (908) (1,096)
------- -------
$10,443 $ 9,898
Less Current Portion....................................... -- --
------- -------
$10,443 $ 9,898
======= =======
</TABLE>

The current portion of the health care component above represents the
benefits expected to be paid within the next twelve months and is included in
the caption Accrued Liabilities in the accompanying balance sheet. The net
health care balance has its own caption in this balance sheet. The life
insurance component is included in the caption Accrued Employee Benefits.

F-15
<PAGE> 49

BRIGGS & STRATTON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The net periodic postretirement costs recorded were (in thousands of
dollars):

<TABLE>
<CAPTION>
HEALTH CARE
----------------
1996 1995
------ ------
<S> <C> <C>
Service Cost-Benefits Attributed to Service During the
Year...................................................... $1,596 $1,680
Interest Cost on Accumulated Benefit Obligation............. 5,480 5,150
Other....................................................... (91) --
------ ------
$6,985 $6,830
====== ======
</TABLE>

<TABLE>
<CAPTION>
LIFE INSURANCE
----------------
1996 1995
------ ------
<S> <C> <C>
Service Cost-Benefits Attributed to Service During the
Year...................................................... $ 90 $ 73
Interest Cost on Accumulated Benefit Obligation............. 947 801
Other....................................................... 118 47
------ ------
$1,155 $ 921
====== ======
</TABLE>

FAS 112 -- Postemployment Benefits --

This standard was also adopted in fiscal 1994 and required that the Company
record the expected cost of postemployment benefits (not to be confused with the
postretirement benefits described in the preceding paragraphs), also over the
years that employees render service. These benefits are substantially smaller
amounts because they apply only to employees who permanently terminate
employment prior to retirement. The cumulative effect of this change was a
charge totaling $1,102,000 or $672,000 after taxes ($.02 per share). There will
be no significant increase in the annual costs of these plans.

The items included in this amount are disability payments, life insurance
and medical benefits, and these amounts are also discounted using a 7.75%
interest rate.

The balance in this reserve at the end of fiscal 1996 was $1,245,000 and at
the end of fiscal 1995 was $1,106,000. Both were included in the caption Accrued
Employee Benefits in the accompanying balance sheets.

(11) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:

Cash and Cash Equivalents, Domestic Notes Payable and Foreign Loans: The
carrying amount approximates fair value because of the short maturity of those
instruments.

Long-Term Debt: The fair value of the Company's long-term debt is estimated
based on quotations made on similar issues.

F-16
<PAGE> 50

BRIGGS & STRATTON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The estimated fair values of the Company's financial instruments are as
follows (in thousands of dollars):

<TABLE>
<CAPTION>
1996
--------------------
CARRYING FAIR
AMOUNT VALUE
-------- --------
<S> <C> <C>
Cash and Cash Equivalents................................ $150,639 $150,639
Domestic Notes Payable................................... 5,000 5,000
Foreign Loans............................................ 14,922 14,922
Long-Term Debt, Including Current Maturities............. $ 75,000 $ 77,365
</TABLE>

<TABLE>
<CAPTION>
1995
--------------------
CARRYING FAIR
AMOUNT VALUE
-------- --------
<S> <C> <C>
Cash and Cash Equivalents................................ $170,648 $170,648
Domestic Notes Payable................................... 6,750 6,750
Foreign Loans............................................ 19,653 19,653
Long-Term Debt........................................... $ 75,000 $ 81,500
</TABLE>

(12) STOCK SPLIT:

On October 19, 1994, shareholders approved a doubling of the authorized
shares of common stock to 60,000,000. This allowed the Company to effect a
2-for-1 stock split previously authorized by the Board of Directors. The
distribution on November 14, 1994 increased the number of shares outstanding
from 14,463,500 to 28,927,000. The amount of $144,000 was transferred from the
additional paid-in capital account to the common stock account to record this
distribution. All per share amounts in this report have been restated to reflect
this stock split.

(13) FOREIGN EXCHANGE RISK MANAGEMENT:

The Company enters into forward exchange contracts to hedge purchase and
sale commitments denominated in foreign currencies. The term of these currency
derivatives never exceeds one year and the purpose is to protect the Company
from the risk that the eventual dollars being transferred will be adversely
affected by changes in exchange rates.

The Company has forward foreign currency exchange contracts to purchase 4.8
billion Japanese yen for $46 million through June, 1997. These contracts are
used to hedge the commitments to purchase engines from the Company's Japanese
joint venture and accordingly any gain or loss has been deferred at the end of
the 1996 fiscal year. The amount deferred was a loss of approximately $2.3
million.

The Company's foreign subsidiaries have the following forward currency
contracts outstanding at the end of fiscal 1996:

<TABLE>
<CAPTION>
LATEST
LOCAL U.S. EXPIRATION
CURRENCY CURRENCY DOLLARS DATE
-------- -------- ------- ----------
(IN MILLIONS)
<S> <C> <C> <C>
German Deutschemarks........................... 1.9 1.3 July, 1996
Canadian Dollars............................... 4.8 3.5 June, 1997
</TABLE>

There are no significant gains or losses included in the above amounts.

F-17
<PAGE> 51

BRIGGS & STRATTON CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

(14) QUARTERLY FINANCIAL DATA (UNAUDITED):

<TABLE>
<CAPTION>
NET
QUARTER NET GROSS INCOME
ENDED SALES PROFIT (LOSS)
- ------- ----- ------ ------
(IN THOUSANDS OF DOLLARS)
<S> <C> <C> <C>
FISCAL 1997
September..................................... $ 161,731 $ 17,969 $ (5,262)
December...................................... 299,664 56,857 16,694
---------- -------- --------
Six Month Total.......................... $ 461,395 $ 74,826 $ 11,432
========== ======== ========
FISCAL 1996
September..................................... $ 189,477 $ 19,141 $ (3,300)
December...................................... 329,357 65,763 23,924
March......................................... 460,201 104,082 45,226
June.......................................... 307,994 72,762 26,562
---------- -------- --------
Total.................................... $1,287,029 $261,748 $ 92,412
========== ======== ========
FISCAL 1995
September..................................... $ 227,845 $ 39,799 $ 11,424
December...................................... 366,717 83,524 33,713
March......................................... 450,163 105,438 47,331
June.......................................... 294,952 42,857 12,337
---------- -------- --------
Total.................................... $1,339,677 $271,618 $104,805
========== ======== ========
</TABLE>

(15) SUBSEQUENT EVENT (UNAUDITED):

The sale of the Company's Menomonee Falls, Wisconsin facility for
approximately $16.0 million was completed on September 30, 1996. The provisions
of the contract state that the Company will continue to own and occupy the
warehouse portion of the facility for a period of up to ten years (the
"Reservation Period"). The contract also contains a buyout clause, at the
buyer's option and under certain circumstances, of the remaining Reservation
Period. Under the provisions of Statement of Financial Accounting Standard No.
66 "Accounting for Sales of Real Estate," the Company is required to account for
this as a financing transaction as the Company continues to have substantial
involvement with the facility during the Reservation Period or until the buyout
option is exercised. Under this method, the cash received is reflected as a
deferred liability, and the assets and the accumulated depreciation remain on
the Company's books. Depreciation expense continues to be recorded each period,
and imputed interest expense is also recorded and added to the deferred
liability. Offsetting this is the imputed fair value lease income on the
non-Company occupied portion of the building. A pretax gain, which will be
recognized at the earlier of the exercise of the buyout option or the expiration
of the Reservation Period, is estimated to be $10 million to $12 million. The
annual cost of operating the warehouse portion of the facility is not material.

F-18
<PAGE> 52

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Shareholders of Briggs & Stratton Corporation:

We have audited the accompanying consolidated balance sheets of Briggs &
Stratton Corporation (a Wisconsin corporation) and subsidiaries as of June 30,
1996 and July 2, 1995, and the related consolidated statements of income,
shareholders' investment and cash flows for each of the three years in the
period ended June 30, 1996. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Briggs & Stratton
Corporation and subsidiaries as of June 30, 1996 and July 2, 1995, and the
results of their operations and their cash flows for each of the three years in
the period ended June 30, 1996, in conformity with generally accepted accounting
principles.

As discussed in Notes 3 and 10 to the consolidated financial statements,
effective at the beginning of the 1994 fiscal year, the Company changed its
methods of accounting for postretirement benefits other than pensions,
postemployment benefits and income taxes.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin,
August 7, 1996.

F-19
<PAGE> 53

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED APRIL 16, 1997

PROSPECTUS

BRIGGS & STRATTON CORPORATION
$175,000,000
DEBT SECURITIES
------------------------------
Briggs & Stratton Corporation, a Wisconsin corporation (the "Company"),
intends from time to time to issue its unsecured and unsubordinated debt
securities (the "Securities") from which the Company will receive up to an
aggregate amount of $175,000,000 in proceeds (or its equivalent in foreign
currencies or currency units). The Securities will be offered for sale in
amounts, at prices and on terms to be determined when an agreement to sell is
made or at the time of sale, as the case may be. The Securities may be sold for
U.S. dollars, foreign denominated currency or European Currency Units ("ECUs"),
and principal of and any interest on the Securities may likewise be payable in
U.S. dollars, foreign denominated currency or ECUs. For each issue of Securities
in respect of which this Prospectus is being delivered (the "Offered
Securities"), there is an accompanying Prospectus Supplement (the "Prospectus
Supplement") that sets forth the title, designation, aggregate principal amount,
designated currency or currency units, rate (which may be fixed or variable) or
method of calculation of interest and dates for payment thereof, maturity,
priority, premium, if any, authorized denominations, initial price, any
redemption or prepayment rights at the option of the Company or the holder, any
terms for sinking fund payments, any listing on a securities exchange and the
initial public offering price, the form of the Securities (which may be in
registered or permanent global form) and other special terms of the Offered
Securities, together with the terms of the offering of the Offered Securities
and the net proceeds to the Company from the sale thereof.

The Securities will be sold directly, through agents designated from time
to time, through underwriters or dealers, or through a combination of those
methods of sale. If any agents of the Company or any underwriters are involved
in the sale of the Offered Securities in respect of which this Prospectus is
being delivered, the names of such agents or underwriters and any applicable
commissions and discounts are set forth in the Prospectus Supplement.

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

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

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

The date of this Prospectus is , 1997
<PAGE> 54

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY OR ANY UNDERWRITER. NEITHER THIS PROSPECTUS NOR ANY PROSPECTUS
SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES OR AN OFFER
TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES TO ANY PERSON IN
ANY JURISDICTION TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE
INFORMATION CONTAINED OR INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the office of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, as well as at the Regional Offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661-2511, and Seven World Trade Center, Suite 1300, New York, New
York 10048. Copies of such information can be obtained by mail from the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. The common stock of
the Company is listed on the New York Stock Exchange and reports, proxy
statements and other information concerning the Company can also be inspected at
the office of the New York Stock Exchange, 20 Broad Street, New York, New York
10005. Such information may also be accessed electronically by means of the
Commission's home page on the World Wide Web located at http://www.sec.gov.

This Prospectus constitutes a part of a registration statement (the
"Registration Statement") filed by the Company with the Commission under the
Securities Act of 1933, as amended (the "Securities Act"). This Prospectus omits
certain of the information contained in the Registration Statement, and
reference is hereby made to the Registration Statement and to the exhibits
thereto for further information with respect to the Company and the Securities.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents filed by the Company under the Exchange Act with
the Commission are incorporated herein by reference:

(1) The Company's Annual Report on Form 10-K for the fiscal year ended
June 30, 1996;

(2) The Company's Quarterly Reports on Form 10-Q for the quarterly
periods ended September 29, 1996 and December 29, 1996; and

(3) The Company's Current Reports on Form 8-K dated August 7, 1996 and
April , 1997.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Securities offered hereby shall be deemed to
be incorporated in this Prospectus by reference and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

2
<PAGE> 55

The Company will provide, without charge, upon the written or oral request
by any person to whom this Prospectus is delivered, a copy of any or all of the
documents incorporated by reference in this Prospectus, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
into such documents). Such requests should be directed to: Robert H. Eldridge,
Executive Vice President and Chief Financial Officer, Secretary -- Treasurer,
Briggs & Stratton Corporation, P.O. Box 702, Milwaukee, Wisconsin 53201-0702
(telephone (414) 259-5333).

THE COMPANY

USE OF PROCEEDS

Except as otherwise set forth in the Prospectus Supplement relating to the
Offered Securities, the net proceeds to be received by the Company from the sale
of the Securities will be used for general corporate purposes, including
repayment of indebtedness, expansion of existing businesses and investments in
related business opportunities as they may arise. Pending such use, the net
proceeds may be temporarily invested in short-term instruments.

DESCRIPTION OF SECURITIES

The Securities are to be issued under an Indenture (the "Indenture")
between the Company and Bank One, Columbus, N.A., as Trustee (the "Trustee"), a
copy of which is filed as an exhibit to the Registration Statement. The
following summaries of certain provisions of the Indenture do not purport to be
complete and are subject to, and are qualified in their entirety by reference
to, all the provisions of the Indenture, including the definitions therein of
certain terms. Wherever particular Sections or defined terms of the Indenture
are referred to, such Sections or defined terms are incorporated herein by
reference.

The following sets forth certain general terms and provisions of the
Securities offered hereby. The particular terms of the Securities offered by any
Prospectus Supplement (the "Offered Securities") will be described in the
Prospectus Supplement relating to such Offered Securities (the "Applicable
Prospectus Supplement").

GENERAL

The Indenture does not limit the amount of Securities that may be issued
thereunder, and Securities may be issued thereunder from time to time in one or
more series. The Securities will be unsecured and unsubordinated obligations of
the Company and will rank equally and ratably with other unsecured and
unsubordinated obligations of the Company.

Unless otherwise indicated in the Applicable Prospectus Supplement,
principal of, premium, if any, and interest on the Securities will be payable,
and the transfer of Securities will be registrable, at the office or agency to
be maintained by the Company in New York, New York, and at any other office or
agency maintained by the Company for such purpose. The Securities will be issued
only in fully registered form without coupons and, unless otherwise indicated in
the Applicable Prospectus Supplement, in denominations

3
<PAGE> 56

of $1,000 and integral multiples thereof. No service charge will be made for any
registration of transfer or exchange of the Securities, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith.

The Applicable Prospectus Supplement will describe the following terms of
the Offered Securities: (1) the title of the Offered Securities; (2) any limit
on the aggregate principal amount of the Offered Securities; (3) the Person to
whom any interest on the Offered Securities shall be payable, if other than the
person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest; (4) the date or dates on which the principal of the Offered Securities
is payable; (5) the rate or rates (which may be fixed or variable) at which the
Offered Securities will bear interest, if any, or the method by which such rate
or rates will be determined, the date or dates from which any such interest will
accrue, the Interest Payment Dates on which any such interest will be payable
and the Regular Record Date for the interest payable on any Interest Payment
Date; (6) the place or places where the principal of and any premium and
interest on the Offered Securities will be payable; (7) the period or periods
within which, the price or prices at which and the terms and conditions upon
which the Offered Securities may be redeemed, in whole or in part, at the option
of the Company; (8) the obligation, if any, of the Company to redeem, purchase
or repay the Offered Securities pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof and the period or periods within
which, the price or prices at which and the terms and conditions upon which the
Offered Securities will be redeemed, purchased or repaid, in whole or in part,
pursuant to such obligation; (9) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which the Offered Securities
will be issuable; (10) the currency, currencies or currency units in which
payment of the principal of and any premium and interest on any Offered
Securities will be payable if other than the currency of the United States of
America; (11) if the amount of payments of principal of or any premium or
interest on any Offered Securities may be determined with reference to an index
or formula, the manner in which such amounts will be determined; (12) if the
principal of or any premium or interest on any Offered Securities is to be
payable, at the election of the Company or a Holder thereof, in one or more
currencies or currency units other than that or those in which the Offered
Securities are stated to be payable, the currency, currencies or currency units
in which payment of the principal of and any premium and interest on the Offered
Securities as to which such election is made will be payable, and the periods
within which and the terms and conditions upon which such election is to be
made; (13) the applicability, if any, of the provisions described under
"Defeasance and Covenant Defeasance;" (14) whether the Offered Securities will
be issuable, in whole or in part, in the form of one or more Book-Entry
Securities as described under "Book-Entry Securities," and, in such case, the
depository appointed by the Company or its nominee with respect to the Offered
Securities and the circumstances under which the Book-Entry Security may be
registered for transfer or exchange or authenticated and delivered in the name
of a Person other than the Depository or its nominee; (15) if other than the
principal amount thereof, the portion of the principal amount of the Offered
Securities which will be payable upon declaration of acceleration of the
Maturity thereof; and (16) any other terms of the Offered Securities.

The Securities may be issued as Original Issue Discount Securities to be
offered and sold at a substantial discount below their stated principal amount.
Federal income tax consequences and other special considerations applicable to
Original Issue Discount Securities and any Securities treated as having been
issued with original issue discount for federal income tax purposes will be
described in the Applicable Prospectus Supplement. "Original Issue Discount
Securities" means any Security which provides for an amount less than the
principal amount thereof to be due and payable upon the declaration of
acceleration of the Maturity thereof upon the occurrence of an Event of Default
and the continuation thereof.

The Indenture does not contain covenants or other provisions designed to
afford holders of the Securities protection in the event of a highly leveraged
transaction, change in credit rating or other similar occurrence.

BOOK-ENTRY SECURITIES

Unless otherwise provided in the Prospectus Supplement, the Securities will
be represented by one or more certificates (the "Global Securities"). The Global
Security representing Securities will be deposited with, or on behalf of, The
Depository Trust Company ("DTC"), or other successor depository appointed by

4
<PAGE> 57

the Company (DTC or such other depository being the "Depository") and registered
in the name of the Depository or its nominee. Unless otherwise provided in the
Prospectus Supplement, Securities will not be issued in definitive form. If the
aggregate principal amount of any issue exceeds $200 million, one certificate
will be issued with respect to each $200 million of principal amount and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.

DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC holds securities that its participants ("Participants") deposit
with DTC. DTC also facilitates the settlement among Participants of securities
transactions, such as transfers and pledges, in deposited securities through
electronic computerized book-entry changes in Participants' accounts, thereby
eliminating the need for physical movement of securities certificates. Direct
Participants include securities brokers and dealers, banks, trust companies,
clearing corporations and certain other organizations. DTC is owned by a number
of its Direct Participants and by the New York Stock Exchange, Inc., the
American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as
securities brokers and dealers, banks and trust companies that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). The Rules applicable to DTC and its
Participants are on file with the Commission.

Upon the issuance by the Company of Securities represented by a Global
Security, purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities on
DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase, but Beneficial Owners are expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in Securities,
except in the event that use of the book-entry system for the Securities is
discontinued. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
the Global Security.

So long as the Depository for the Global Security, or its nominee, is the
registered owner of the Global Security, the Depository or its nominee, as the
case may be, will be considered the sole owner or holder of the Securities
represented by such Global Security for all purposes under the Indenture. Except
as provided below, owners of beneficial interests in Securities represented by
the Global Security will not be entitled to have Securities represented by such
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of Securities in definitive form and will not be
considered the owners or holders thereof under the applicable Indenture.

To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the name
of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of
the actual Beneficial Owners of the Securities; DTC's records reflect only the
identity of the Direct Participants to whose accounts such Securities are
credited, which may or may not be the Beneficial Owners. The Participants will
remain responsible for keeping account of their holdings on behalf of their
customers. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

Neither DTC nor Cede & Co. will consent or vote with respect to Securities.
Under its usual procedures, DTC mails an Omnibus Proxy to the Company as soon as
possible after the record date. The Omnibus Proxy

5
<PAGE> 58

assigns Cede & Co.'s consenting or voting rights to those Direct Participants to
whose accounts the Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).

Payments of principal of and premium, and interest, if any, on the
Securities represented by the Global Security registered in the name of DTC or
its nominee will be made by the Company through the Trustee under the Indenture
or a paying agent (the "Paying Agent"), which may also be the Trustee under the
Indenture, to DTC or its nominee, as the case may be, as the registered owner of
the Global Security. Neither the Company, the Trustee, nor the Paying Agent will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests of the Global
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.

The Company has been advised that DTC, upon receipt of any payment of
principal and interest in respect of a Global Security, will credit Direct
Participants' accounts on the payable date in accordance with their respective
holdings shown on DTC's records unless DTC has reason to believe that it will
not receive payment on the payable date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant
and not of DTC, the Paying Agent or the Company, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
principal, premium and interest to DTC is the responsibility of the Company or
the Paying Agent, disbursement of such payments to Direct Participants shall be
the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners shall be the responsibility of Direct and Indirect Participants.

If the Depository with respect to a Global Security is at any time
unwilling or unable to continue as Depository and a successor Depository is not
appointed by the Company within 90 days, the Company will issue certificated
notes in exchange for the Securities represented by such Global Security.

The information in this section concerning the Depository and the
Depository's book-entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.

CERTAIN COVENANTS OF THE COMPANY

Restrictions on Secured Funded Debt. The Indenture provides that the
Company will not, nor will it permit any Restricted Subsidiary to, incur, issue,
assume, guarantee or create any Secured Funded Debt, without effectively
providing concurrently with the incurrence, issuance, assumption, guaranty or
creation of any such Secured Funded Debt that the Outstanding Securities
(together with, if the Company shall so determine, any other Indebtedness of the
Company or such Restricted Subsidiary then existing or thereafter created which
is not subordinated to the Outstanding Securities) will be secured equally and
ratably with (or prior to) such Secured Funded Debt, so long as such Secured
Funded Debt will be secured by a Lien, unless, after giving effect thereto, the
sum of the aggregate amount of all outstanding Secured Funded Debt of the
Company and its Restricted Subsidiaries together with all Attributable Debt in
respect of sale and leaseback transactions relating to a Principal Property
(with the exception of Attributable Debt which is excluded pursuant to clauses
(1) to (6) described under "Limitations on Sales and Leasebacks" below), would
not exceed 15% of Consolidated Net Tangible Assets of the Company and its
Restricted Subsidiaries; provided, however, that this restriction will not apply
to, and there will be excluded from Secured Funded Debt in any computation under
this restriction, Funded Debt secured by: (1) Liens on property, shares of
capital stock or indebtedness of any corporation existing at the time such
corporation becomes a Subsidiary; (2) Liens on property, shares of capital stock
or indebtedness existing at the time of acquisition thereof or incurred within
180 days of the time of acquisition thereof (including, without limitation,
acquisition through merger or consolidation) by the Company or any Restricted
Subsidiary; (3) Liens on property, shares of capital stock or indebtedness
thereafter acquired (or constructed) by the Company or any Restricted Subsidiary
and created prior to, at the time of, or within 270 days after such acquisition
(including, without limitation, acquisition through merger or consolidation) (or
the completion of such construction or commencement of commercial operation of
such property, whichever is later) to secure or provide for the payment of all
or any part of the

6
<PAGE> 59

purchase price (or the construction price) thereof; (4) Liens in favor of the
Company or any Restricted Subsidiary; (5) Liens in favor of the United States of
America, any State thereof or the District of Columbia, or any agency,
department or other instrumentality thereof, to secure partial, progress,
advance or other payments pursuant to any contract or provisions of any statute;
(6) Liens incurred or assumed in connection with the issuance of revenue bonds
the interest on which is exempt from Federal income taxation pursuant to Section
103(b) of the Internal Revenue Code; (7) Liens securing the performance of any
contract or undertaking not directly or indirectly in connection with the
borrowing of money, the obtaining of advances or credit or the securing of
Funded Debt, if made and continuing in the ordinary course of business; (8)
Liens incurred (no matter when created) in connection with the Company's or a
Restricted Subsidiary's engaging in leveraged or single-investor lease
transactions; provided, however, that the instrument creating or evidencing any
borrowings secured by such Lien will provide that such borrowings are payable
solely out of the income and proceeds of the property subject to such Lien and
are not a general obligation of the Company or such Restricted Subsidiary; (9)
Liens under workers' compensation laws, unemployment insurance laws or similar
legislation, or good faith deposits in connection with bids, tenders, contracts
or deposits to secure public or statutory obligations of the Company or any
Restricted Subsidiary, or deposits of cash or obligations of the United States
of America to secure surety and appeal bonds to which the Company or any
Restricted Subsidiary is a party or in lieu of such bonds, or pledges or
deposits for similar purposes in the ordinary course of business, or Liens
imposed by law, such as laborers' or other employees', carriers',
warehousemen's, mechanics', materialmen's and vendors' Liens, and Liens arising
out of judgments or awards against the Company or any Restricted Subsidiary with
respect to which the Company or such Restricted Subsidiary at the time shall be
prosecuting an appeal or proceedings for review and with respect to which it
shall have secured a stay of execution pending such appeal or proceedings for
review, or Liens for taxes not yet subject to penalties for nonpayment or the
amount or validity of which is being in good faith contested by appropriate
proceedings by the Company or any Restricted Subsidiary, as the case may be, or
minor survey exceptions, minor encumbrances, easements or reservations of, or
rights of others for, rights of way, sewers, electric lines, telegraph and
telephone lines and other similar purposes, or zoning or other restrictions or
Liens as to the use of real properties, which Liens, exceptions, encumbrances,
easements, reservations, rights and restrictions do not, in the opinion of the
Company, in the aggregate materially detract from the value of said properties
or materially impair their use in the operation of the business of the Company
and its Restricted Subsidiaries; (10) Liens incurred to finance all or any
portion of the cost of construction, alteration or repair of any Principal
Property and improvements thereto created prior to or within 270 days after
completion of such construction, alteration or repair; (11) Liens outstanding on
the date of the Indenture; or (12) any extension, renewal, refunding or
replacement of the foregoing.

"Attributable Debt" means, as to any particular lease under which either
the Company or any Restricted Subsidiary is at the time liable as lessee for a
term of more than 12 months and at any date as of which the amount thereof is to
be determined, the total net obligations of the lessee for rental payments
during the remaining term of the lease (including any period for which such
lease has been extended or may, at the option of the lessor, be extended)
discounted from the respective due dates thereof to such determination date at a
rate per annum equivalent to the greater of (a) the weighted-average Yield to
Maturity (as defined in the Indenture) of the Outstanding Securities, such
average being weighted by the principal amount of the Outstanding Securities of
each series or, in the case of Original Issue Discount Securities (as defined in
the Indenture), such amount to be the principal amount of such outstanding
Original Issue Discount Securities that would be due and payable as of the date
of such determination upon a declaration of acceleration of the maturity thereof
pursuant to the Indenture and (b) the interest rate inherent in such lease (as
determined in good faith by the Company), both to be compounded semi-annually.

"Consolidated Net Tangible Assets" means, at any date, the total assets
appearing on the most recent consolidated balance sheet of the Company and its
Restricted Subsidiaries as at the end of the fiscal quarter of the Company
ending not more than 135 days prior to such date, prepared in accordance with
generally accepted accounting principles, less (a) all current liabilities (due
within one year) as shown on such balance sheet, (b) applicable reserves, (c)
investments in and advances to Unrestricted Subsidiaries that are consolidated
on the consolidated balance sheet of the Company and its Subsidiaries, and (d)
Intangible Assets and liabilities relating thereto.

7
<PAGE> 60

"Funded Debt" means (i) any indebtedness of the Company or a Restricted
Subsidiary maturing more than 12 months after the time of computation thereof,
(ii) guarantees of Funded Debt or of dividends of others (except guarantees in
connection with the sale or discount of accounts receivable, trade acceptances
and other paper arising in the ordinary course of business), (iii) in the case
of any Restricted Subsidiary, all preferred stock having mandatory redemption
provisions of such Restricted Subsidiary as reflected on such Restricted
Subsidiary's balance sheet prepared in accordance with U.S. generally accepted
accounting principles, and (iv) all Capital Lease Obligations (as defined in the
Indenture).

"Indebtedness" means, at any date, without duplication, (i) all obligations
for borrowed money of the Company or a Restricted Subsidiary or any other
indebtedness of the Company or a Restricted Subsidiary, evidenced by bonds,
debentures, notes or other similar instruments, and (ii) Funded Debt.

"Intangible Assets" means, at any date, the value (net of any applicable
reserves), as shown on or reflected in the most recent consolidated balance
sheet of the Company and its Restricted Subsidiaries as at the end of the fiscal
quarter of the Company ending not more than 135 days prior to such date,
prepared in accordance with generally accepted accounting principles, of: (i)
all trade names, trademarks, licenses, patents, copyrights, service marks,
goodwill and other like intangibles; (ii) organizational and development costs;
(iii) deferred charges (other than prepaid items, such as insurance, taxes,
interest, commissions, rents, pensions, compensation and similar items and
tangible assets being amortized); and (iv) unamortized debt discount and
expense, less unamortized premium.

"Liens" means such pledges, mortgages, security interests and other liens
on any Principal Property of the Company or a Restricted Subsidiary which secure
Secured Funded Debt.

"Restricted Subsidiary" means each Subsidiary other than Unrestricted
Subsidiaries.

"Secured Funded Debt" means Funded Debt which is secured by any pledge of,
or mortgage, security interest or other lien on any (i) Principal Property
(whether owned on the date of the Indenture or thereafter acquired or created),
(ii) shares of stock owned by the Company or a Subsidiary in a Restricted
Subsidiary or (iii) indebtedness of a Restricted Subsidiary.

"Subsidiary" means any corporation of which at least a majority of the
outstanding stock, which under ordinary circumstances (not dependent upon the
happening of a contingency) has voting power to elect a majority of the board of
directors of such corporation (or similar management body), is owned directly or
indirectly by the Company or by one or more Subsidiaries of the Company, or by
the Company and one or more Subsidiaries.

"Unrestricted Subsidiary" means Subsidiaries designated as Unrestricted
Subsidiaries from time to time by the Board of Directors of the Company;
provided, however, that the Board of Directors of the Company (i) will not
designate as an Unrestricted Subsidiary any Subsidiary of the Company that owns
any Principal Property or any stock of a Restricted Subsidiary, (ii) will not
continue the designation of any Subsidiary of the Company as an Unrestricted
Subsidiary at any time that such Subsidiary owns any Principal Property, and
(iii) will not, nor will it cause or permit any Restricted Subsidiary to,
transfer or otherwise dispose of any Principal Property to any Unrestricted
Subsidiary (unless such Unrestricted Subsidiary will in connection therewith be
redesignated as a Restricted Subsidiary and any pledge, mortgage, security
interest or other lien arising in connection with any Indebtedness of such
Unrestricted Subsidiary so redesignated does not extend to such Principal
Property (unless the existence of such pledge, mortgage, security interest or
other lien would otherwise be permitted under the Indenture)).

Limitation on Sales and Leasebacks. The Indenture provides that the Company
will not, nor will it permit any Restricted Subsidiary to, enter into any
arrangement with any Person providing for the leasing by the Company or any
Restricted Subsidiary of any Principal Property of the Company or any Restricted

8
<PAGE> 61

Subsidiary, which Principal Property has been or is to be sold or transferred by
the Company or such Restricted Subsidiary to such Person (a "sale and leaseback
transaction") unless, after giving effect thereto, the aggregate amount of all
Attributable Debt with respect to all such sale and leaseback transactions plus
all Secured Funded Debt (with the exception of Funded Debt secured by liens
which is excluded pursuant to clauses (1) to (12) described under "Restrictions
on Secured Funded Debt" above) would not exceed 15% of Consolidated Net Tangible
Assets. This covenant will not apply to, and there will be excluded from
Attributable Debt in any computation under this restriction or under
"Limitations on Secured Funded Debt" above, Attributable Debt with respect to
any sale and leaseback transaction if: (1) the Company or a Restricted
Subsidiary is permitted to create Funded Debt secured by a Lien pursuant to
clauses (1) to (12) inclusive described under "Limitations on Secured Funded
Debt" above on the Principal Property to be leased, in an amount equal to the
Attributable Debt with respect to such sale and leaseback transaction, without
equally and ratably securing the Outstanding Securities; (2) the Company or a
Restricted Subsidiary, within 270 days after the sale or transfer shall have
been made by the Company or a Restricted Subsidiary, shall apply an amount in
cash equal to the greater of (i) the net proceeds of the sale or transfer of the
Principal Property leased pursuant to such arrangement or (ii) the fair market
value of the Principal Property so leased at the time of entering into such
arrangement (as determined by the Chief Executive Officer, the President, the
Chief Financial Officer, the Treasurer or the Controller of the Company) to the
retirement of Secured Funded Debt of the Company or any Restricted Subsidiary
(other than Secured Funded Debt owned by the Company or any Restricted
Subsidiary); provided, however, that no retirement referred to in this clause
(2) may be effected by payment at maturity or pursuant to any mandatory sinking
fund payment or any mandatory prepayment provision of Secured Funded Debt; (3)
the Company or a Restricted Subsidiary applies the net proceeds of the sale or
transfer of the Principal Property leased pursuant to such transaction to
investment in another Principal Property within 270 days prior or subsequent to
such sale or transfer; provided, however, that this exception shall apply only
if such proceeds invested in such other Principal Property shall not exceed the
total acquisition, repair, alteration and construction cost of the Company or
any Restricted Subsidiary in such other Principal Property less amounts secured
by any purchase money or construction mortgages on such Principal Property; (4)
the effective date of any such arrangement is within 270 days of the acquisition
of the Principal Property (including, without limitation, acquisition by merger
or consolidation) or the completion of construction and commencement of
operation thereof, whichever is later; (5) the lease in such sale and leaseback
transaction is for a term, including renewals, of not more than three years; or
(6) the sale and leaseback transaction is entered into between the Company and a
Restricted Subsidiary or between Restricted Subsidiaries.

Restrictions on Funded Debt of Restricted Subsidiaries. The Company will
not permit any Restricted Subsidiary to incur, issue, assume, guarantee or
create any Funded Debt, unless after giving effect thereto, the sum of the
aggregate amount of all outstanding Funded Debt of the Restricted Subsidiaries
would not exceed 15% of Consolidated Net Tangible Assets; provided, however,
that this restriction will not apply to, and there will be excluded from, Funded
Debt in any computation under this restriction, (i) Funded Debt of any
corporation existing at the time such corporation becomes a Restricted
Subsidiary and (ii) Indebtedness among the Company and its Subsidiaries and
Indebtedness between Subsidiaries; provided, further, that this restriction will
not prohibit the incurrence of Indebtedness in connection with any extension,
renewal, refinancing, replacement or refunding (including successive extensions,
renewals, refinancings, replacements and refundings), in whole or in part, of
any Indebtedness of the Restricted Subsidiaries (provided that the principal
amount of such Indebtedness being extended, renewed, refinanced, replaced or
refunded is not increased) but any such Indebtedness shall be included in the
computation of Funded Debt under this restriction.

EVENTS OF DEFAULT

Any one of the following events will constitute an Event of Default under
the Indenture with respect to Securities of any series: (a) failure to pay any
interest on any Security of that series when due, continued for 30 days; (b)
failure to pay principal of or any premium on any Security of that series when
due; (c) failure to deposit any sinking fund or other payment, when due, in
respect of any Security of that series; (d) failure to perform, or breach of,
any other covenant or warranty of the Company in the Indenture (other than a
covenant

9
<PAGE> 62

included in the Indenture solely for the benefit of a series of Securities
thereunder other than that series) continued for 90 days after written notice as
provided in the Indenture; (e) certain events in bankruptcy, insolvency or
reorganization of the Company; (f) a default or defaults under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or a
Restricted Subsidiary (including the Indenture), whether such Indebtedness
exists at the date of the Indenture or shall thereafter be created, which
default or defaults shall have resulted in such Indebtedness, in an aggregate
principal amount exceeding $ , individually or in the aggregate, having
been declared due and payable prior to the date on which it would otherwise have
become due and payable, without such Indebtedness having been discharged, or
such acceleration having been rescinded or annulled, or there having been
deposited in trust a sum of money sufficient to discharge in full such
Indebtedness, within a period of 30 days after there shall have been given, by
registered mail, to the Company by the Trustee or to the Company and the Trustee
by the Holder or Holders of at least 25% in aggregate principal amount of the
Outstanding Securities of such series a written notice specifying such default
and requiring the Company to cause such Indebtedness to be discharged, cause to
be deposited in trust a sum sufficient to discharge in full such Indebtedness or
cause such acceleration to be rescinded or annulled; or (g) any other Event of
Default provided with respect to Securities of that series.

If any Event of Default with respect to the Securities of any series at the
time Outstanding occurs and is continuing, either the Trustee or the Holder or
Holders of at least 25% in aggregate principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount as may be specified in the terms thereof) of all the
Securities of that series to be due and payable immediately. At any time after a
declaration of acceleration with respect to Securities of any series has been
made, but before a judgment or decree based on acceleration has been obtained,
the Holders of a majority in aggregate principal amount of Outstanding
Securities of that series may, under certain circumstances, rescind and annul
such acceleration.

Reference is made to the Applicable Prospectus Supplement relating to any
series of Offered Securities that are Original Issue Discount Securities for the
particular provisions relating to acceleration of the Stated Maturity of a
portion of the principal amount of such series of Original Issue Discount
Securities upon the occurrence of an Event of Default and the continuation
thereof.

The Indenture provides that, subject to the duty of the Trustee during
default to act with the required standard of care, the Trustee will be under no
obligation to exercise any of its rights or powers under the Indenture at the
request or direction of any of the Holders, unless such Holders shall have
offered to the Trustee reasonable indemnity. Subject to such provisions for the
indemnification of the Trustee and to certain other conditions, the Holders of a
majority in aggregate principal amount of the Outstanding Securities of any
series will have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust
or power conferred on the Trustee, with respect to the Securities of that
series.

No Holder of any series of Securities will have any right to institute any
proceeding with respect to the Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default and unless the Holders of at least 25% in principal
amount of the Outstanding Securities of that series shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such
proceeding as trustee, and the Trustee shall not have received from the Holders
of a majority in aggregate principal amount of the Outstanding Securities of
that series a direction inconsistent with such request and shall have failed to
institute such proceeding within 60 days. However, such limitations do not apply
to a suit instituted by a Holder of a Security for enforcement of payment of the
principal of and premium, if any, or interest on such Security on or after the
respective due dates expressed in such Security.

The Company is required to furnish to the Trustee annually a statement as
to the performance by the Company of certain of its obligations under the
Indenture and as to any default in such performance.

10
<PAGE> 63

MODIFICATION AND WAIVER

Modifications and amendments of the Indenture may be made by the Company
and the Trustee with the consent of the Holder or Holders of not less than the
majority in aggregate principal amount of the Outstanding Securities of each
series issued under the Indenture and affected by the modification or amendment;
provided, however, that no such modification or amendment may, without the
consent of the Holder or Holders of all Securities affected thereby, (i) change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security; (ii) reduce the principal amount of, or the premium,
if any, or (except as otherwise provided in the Applicable Prospectus
Supplement) interest on, any Security (including in the case of an Original
Issue Discount Security the amount payable upon acceleration of the maturity
thereof); (iii) change the place or currency of payment of principal of, or
premium, if any, or interest on any Security; (iv) impair the right to institute
suit for the enforcement of any payment on any Security on or at the Stated
Maturity thereof (or in the case of redemption, on or after the Redemption
Date); or (v) reduce the percentage in principal amount of Outstanding
Securities of any series, the consent of whose Holders is required for
modification or amendment of the Indenture or for waiver of compliance with
certain provisions of the Indenture or for waiver of certain defaults.

The Holder or Holders of at least a majority in aggregate principal amount
of the Outstanding Securities of any series may, on behalf of all Holders of
that series, waive compliance by the Company with certain restrictive provisions
of the Indenture. The Holder or Holders of not less than a majority in aggregate
principal amount of the Outstanding Securities of any series may, on behalf of
all Holders of that series, waive any past default under the Indenture, except a
default in the payment of principal, premium or interest and in respect of a
covenant or provision of the Indenture that cannot be modified or amended
without the consent of the Holder of each Outstanding Security of such series
affected thereby.

CONSOLIDATION, MERGER AND SALE OF ASSETS

The Company may not consolidate with or merge into any other corporation
(as defined) or transfer or lease its assets substantially as an entirety to any
corporation and may not permit any corporation to merge into or consolidate with
the Company or transfer or lease its assets substantially as an entirety to the
Company, unless (i) any successor or purchaser is a corporation organized under
the laws of the United States of America, any State or the District of Columbia,
and any such successor or purchaser expressly assumes the Company's obligations
on the Securities under a supplemental Indenture, (ii) immediately after giving
effect to the transaction no Event of Default, and no event which, after notice
or lapse of time or both, would become an Event of Default, shall have occurred
and be continuing, (iii) if properties or assets of the Company or a Restricted
Subsidiary, or any share of capital stock or indebtedness of any Restricted
Subsidiary, become subject to a mortgage not permitted by the Indenture, the
Company or such successor corporation, as the case may be, takes such steps as
shall be necessary effectively to secure the Securities equally and ratably with
(or prior to) all indebtedness secured thereby, and (iv) the Company has
delivered to the Trustee an Officers' Certificate and an Opinion of Counsel
stating compliance with these provisions.

DEFEASANCE AND COVENANT DEFEASANCE

The Indenture provides that, if such provision is made applicable to the
Securities of any series pursuant to Section 3.1 of the Indenture, the Company,
at the Company's option, (a) will be discharged from any and all obligations in
respect of the Securities of any series (except for certain obligations to
register the transfer of or exchange of Securities of such series, replace
stolen, lost or mutilated Securities of such series, maintain paying agencies
and hold moneys for payment in trust) or (b) need not comply with certain
restrictive covenants of the Indenture, including those described under "Certain
Covenants of the Company," and the occurrence of an event described in clause
(d) under "Events of Default" shall no longer be an Event of Default, in each
case, if the Company deposits, in trust, with the Trustee money or U.S.
Government Obligations, which, through the payment of interest thereon and
principal thereof in accordance with their terms, will provide money in an
amount sufficient to pay all the principal of and interest on the Securities of
such series on the dates such payments are due (which may include one or more
redemption dates designated by the Company) in accordance with the terms of the
Securities of such series. Such a trust may be

11
<PAGE> 64

established only if, among other things, (i) no Event of Default or event which
with the giving of notice or lapse of time, or both, would become an Event of
Default under the Indenture shall have occurred and be continuing on the date of
such deposit or on such later date specified in the Indenture in the case of
certain events in bankruptcy, insolvency or reorganization of the Company, (ii)
such deposit will not cause the Trustee to have any conflicting interest with
respect to other securities of the Company and (iii) the Company shall have
delivered an Opinion of Counsel to the effect that the Holders will not
recognize income, gain or loss for federal income tax purposes as a result of
such deposit or defeasance and will be subject to federal income tax in the same
manner as if such defeasance had not occurred, which Opinion of Counsel in the
case of clause (a) above must refer to and be based upon a published ruling of
the Internal Revenue Service, a private ruling of the Internal Revenue Service
addressed to the Company, or otherwise a change in applicable federal income tax
law occurring after the date of the Indenture. In the event the Company omits to
comply with its remaining obligations under the Indenture after a defeasance of
the Indenture with respect to the Securities of any series as described under
clause (b) above and the Securities of such series are declared due and payable
because of the occurrence of any Event of Default, the amount of money and U.S.
Government Obligations on deposit with the Trustee may be insufficient to pay
amounts due on the Securities of such series at the time of the acceleration
resulting from such Event of Default. However, the Company will remain liable in
respect of such payments.

CONCERNING THE TRUSTEE

Bank One, Columbus, N.A. is Trustee under the Indenture. Affiliates of the
Trustee perform services for the Company in the ordinary course of business.
Frederick P. Stratton, Jr., Chairman and Chief Executive Officer of the Company,
is a director of Banc One Corporation, the corporate parent of the Trustee.

PLAN OF DISTRIBUTION

The Company may sell the Securities being offered hereby through agents,
through underwriters and through dealers, and Securities may be sold to other
purchasers directly or through agents or through a combination of any such
methods of sale.

The distribution of the Securities may be effected from time to time in one
or more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices.

Offers to purchase Securities may be solicited by agents designated by the
Company from time to time. Any such agent who may be deemed to be an
underwriter, as that term is defined in the Securities Act, involved in the
offer or sale of the Securities in respect of which this Prospectus is delivered
will be named, and any commissions payable by the Company to such agent set
forth, in the Applicable Prospectus Supplement. Agents may be entitled under
agreements that may be entered into with the Company to indemnification by the
Company against certain liabilities, including liabilities under the Securities
Act, and such agents or their affiliates may be customers of, extend credit to
or engage in transactions with or perform services for the Company in the
ordinary course of business. Unless otherwise indicated in the Applicable
Prospectus Supplement, any such agent will be acting on a reasonable efforts
basis for the period of its appointment.

If any underwriters are utilized in the sale, the Company will enter into
an underwriting agreement with such underwriters at the time of sale to them,
and the names of the underwriters and the terms of the transaction will be set
forth in the Applicable Prospectus Supplement that will be used by the
underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public. The underwriters may be entitled under
the relevant underwriting agreement to indemnification by the Company against
certain liabilities, including liabilities under the Securities Act, and such
underwriters or their affiliates may be customers of, extend credit to or engage
in transactions with or perform services for the Company in the ordinary course
of business.

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<PAGE> 65

If dealers are utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to such
dealers as principal. The dealers may then resell such Securities to the public
at varying prices to be determined by such dealers at the time of resale.
Dealers may be entitled to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act, and such dealers or
their affiliates may be customers of, extend credit to or engage in transactions
with or perform services for the Company in the ordinary course of business.

Unless otherwise indicated in the Applicable Prospectus Supplement,
Securities are not proposed to be listed on a securities exchange, and any
underwriters or dealers will not be obligated to make a market in Securities.
The Company cannot predict the activity or liquidity of any trading in the
Securities.

If so indicated in an Applicable Prospectus Supplement, the Company will
authorize underwriters or agents to solicit offers by certain institutions to
purchase Offered Securities from the Company pursuant to delayed delivery
contracts ("Contracts") providing for payment and delivery on the date or dates
stated in such Prospectus Supplement. Each Contract will be for an amount not
less than, and the aggregate principal amount of Offered Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in such Prospectus Supplement. Institutions with whom Contracts, when
authorized, may be made include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and other institutions, but will in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions except
(i) the purchase by an institution of the Offered Securities covered by its
Contracts shall not at the time of delivery be prohibited under the laws of any
jurisdiction in the United States to which such institution is subject, and (ii)
if the Offered Securities are being sold to underwriters, the Company shall have
sold to such underwriters the total principal amount of the Offered Securities
less the principal amount thereof covered by Contracts. Agents and underwriters
will have no responsibility in respect of the delivery or performance of
Contracts.

LEGAL MATTERS

Unless otherwise indicated in a supplement to this Prospectus, certain
legal matters in connection with the Securities offered hereby will be passed
upon for the Company by Thomas R. Savage, General Counsel of the Company, and by
Mayer, Brown & Platt, Chicago, Illinois. The legality of the Securities offered
hereby will be passed upon for the underwriters, dealers and agents, if any, as
set forth in the Prospectus Supplement.

EXPERTS

The audited financial statements and schedules included or incorporated by
reference in this Prospectus and the Prospectus Supplement and elsewhere in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included or incorporated herein in reliance upon the authority of said firm as
experts in giving said reports.

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<PAGE> 66

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

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESEN-
TATION MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER.
THIS PROSPECTUS SUPPLEMENT AND THE PROSPEC-
TUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITA-
TION OF AN OFFER TO BUY ANY OF THE SECURITIES
OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN
SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIR-
CUMSTANCES, CREATE ANY IMPLICATION THAT THE IN-
FORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE SUCH DATE.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Prospectus Supplement Summary........ S-3
The Company.......................... S-8
Use of Proceeds...................... S-11
Ratio of Earnings to Fixed Charges... S-11
Capitalization....................... S-12
Unaudited Pro Forma Financial
Information........................ S-13
Selected Historical Financial
Information........................ S-16
Management's Discussion and Analysis
of Results of Operations and
Financial Condition................ S-17
Description of Credit Facilities..... S-23
Description of Notes................. S-24
Underwriting......................... S-26
Notice to Canadian Residents......... S-27
Certain U.S. Federal Income Tax
Considerations..................... S-28
Legal Matters........................ S-31
Index to Financial Statements........ F-1

PROSPECTUS
Available Information................ 2
Documents Incorporated by Reference.. 2
The Company.......................... 3
Use of Proceeds...................... 3
Description of Securities............ 3
Plan of Distribution................. 12
Legal Matters........................ 13
Experts.............................. 13
</TABLE>

======================================================

BRIGGS & STRATTON LOGO

BRIGGS & STRATTON CORPORATION

$75,000,000
% NOTES DUE SEPTEMBER 15, 2002

$100,000,000
% NOTES DUE SEPTEMBER 15, 2007

PROSPECTUS SUPPLEMENT
CREDIT SUISSE FIRST BOSTON

BANCAMERICA SECURITIES, INC.
- ------------------------------------------------------
<PAGE> 67

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities registered hereby, other than
underwriting discounts and commissions:

<TABLE>
<S> <C>
SEC registration fee...................................... $ 53,031
Blue sky fees and expenses................................ 5,000
Printing costs............................................ 150,000
Legal fees and expenses................................... 150,000
Accounting fees and expenses.............................. 50,000
Trustee fees and expenses................................. 10,000
Rating agency fees........................................ 110,000
Miscellaneous expenses.................................... 21,969
--------
Total................................................ $550,000
========
</TABLE>

Item 15. Indemnification of Directors and Officers.

Pursuant to the provisions of the Wisconsin Business Corporation Law,
directors and officers of the Company are entitled to mandatory indemnification
from the Company against certain liabilities and expenses (i) to the extent such
officers or directors are successful in the defense of a proceeding and (ii) in
proceedings in which the director or officer is not successful in the defense
thereof, unless (in the latter case only) it is determined that the director or
officer breached or failed to perform his or her duties to the Company and such
breach or failure constituted: (a) a willful failure to deal fairly with the
Company or its shareholders in connection with a matter in which the director or
officer had a material conflict of interest; (b) a violation of the criminal law
unless the director or officer had reasonable cause to believe his or her
conduct was lawful or had no reasonable cause to believe his or her conduct was
unlawful; (c) a transaction from which the director or officer derived an
improper personal benefit; or (d) willful misconduct. The Wisconsin Business
Corporation Law specifically states that it is the public policy of Wisconsin to
require or permit indemnification in connection with a proceeding involving
securities regulation, as described therein, to the extent required or permitted
as described above. In addition, under the Wisconsin Business Corporation Law,
directors of the Company are not subject to personal liability to the Company,
its shareholders or any person asserting rights on behalf thereof for certain
breaches or failures to perform any duty resulting solely from their status as
directors, except in circumstances paralleling those outlined in (a) through (d)
above.

Expenses for the defense of any action for which indemnification may be
available may be advanced by the Company under certain circumstances.

The indemnification provided by the Wisconsin Business Corporation Law is
not exclusive of any other rights to which a director or officer of the Company
may be entitled.

Article 8 of the Bylaws of the Company provides for indemnification of
directors and officers to the fullest extent permitted by Wisconsin law.

The Company has purchased insurance as permitted by Wisconsin law on behalf
of directors and officers, which may cover liabilities under the Securities Act
of 1933.

Reference is made to Section 6 of the Underwriting Agreement (the form of
which is included as Exhibit 1(a) to this Registration Statement) for provisions
regarding the indemnification under certain circumstances of the Company, its
directors and certain of its officers by the Underwriters.

II-1
<PAGE> 68

Item 16. Exhibits.

A list of exhibits filed herewith or incorporated by reference is contained
in the Exhibit Index, which is incorporated herein by reference.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

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

(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.

(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) That for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 that is incorporated by reference in this Registration Statement
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described
in Item 15, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of

II-2
<PAGE> 69

appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

(6) That for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be
part of this Registration Statement as of the time it was declared
effective.

(7) That for the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.

II-3
<PAGE> 70

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wauwatosa, State of Wisconsin, on April 16, 1997.

BRIGGS & STRATTON CORPORATION

By: FREDERICK P. STRATTON, JR.
-----------------------------------
Frederick P. Stratton, Jr.
Chairman and Chief Executive
Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
James E. Brenn, Robert H. Eldridge and Thomas R. Savage and each of them, the
true and lawful attorneys-in-fact and agents of the undersigned, with full power
of substitution and resubstitution, for and in the name, place and stead of the
undersigned, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement as well as
any related registration statement (or amendment thereto) filed pursuant to Rule
462(b) promulgated under the Securities Act of 1933, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.

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

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

MICHAEL E. BATTEN Director April 16, 1997
- ---------------------------------------------
Michael E. Batten

JAMES E. BRENN Vice President and Controller April 16, 1997
- --------------------------------------------- (Principal Accounting Officer)
James E. Brenn

ROBERT H. ELDRIDGE Director, Executive Vice President and April 16, 1997
- --------------------------------------------- Chief Financial Officer, Secretary --
Robert H. Eldridge Treasurer (Principal Financial Officer)

PETER A. GEORGESCU Director April 16, 1997
- ---------------------------------------------
Peter A. Georgescu
</TABLE>

II-4
<PAGE> 71
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
JOHN L. MURRAY Director April 16, 1997
- ---------------------------------------------
John L. Murray

CLARENCE B. ROGERS, JR. Director April 16, 1997
- ---------------------------------------------
Clarence B. Rogers, Jr.

JOHN S. SHIELY Director, President and April 16, 1997
- --------------------------------------------- Chief Operating Officer
John S. Shiely

CHARLES I. STORY Director April 16, 1997
- ---------------------------------------------
Charles I. Story

FREDERICK P. STRATTON, JR. Chairman and Chief Executive Officer April 16, 1997
- --------------------------------------------- (Director and Principal Executive
Frederick P. Stratton, Jr. Officer)

ELWIN J. ZARWELL Director April 16, 1997
- ---------------------------------------------
Elwin J. Zarwell
</TABLE>

II-5
<PAGE> 72

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1(a) Form of Underwriting Agreement(1)
1(b) Form of Distribution Agreement(2)
4 Form of Indenture between the Company and Bank One, Columbus
N.A. (including form of Security)
5 Opinion of Thomas R. Savage, General Counsel of the Company,
as to the legality of the securities being registered
12 Computation of Ratio of Earnings to Fixed Charges
23(a) Consent of Arthur Andersen LLP
23(b) Consent of Thomas R. Savage, General Counsel of the Company
(contained in Exhibit 5)
24 Power of attorney (contained on the signature page to the
initial registration statement)
25 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of
Bank One, Columbus, N.A.
</TABLE>

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

(1) To be filed by amendment.

(2) To be filed as an exhibit to a report on Form 8-K pursuant to Item 601 of
Regulation S-K.

<PAGE> 1

MBP DRAFT 4/10/97
EXHIBIT 4

___________________________

BRIGGS & STRATTON CORPORATION

BANK ONE, COLUMBUS, N.A.
Trustee

_________

INDENTURE

Dated as of________, 1997

Debt Securities

___________________________

<PAGE> 2
Briggs & Stratton Corporation
Certain Sections of this Indenture relating to
Sections 3.10 through 3.18, inclusive, of the
Trust Indenture Act of 1939, as amended:

Provision of Trust
Indenture Act of 1939,
as amended Indenture Section

Section 310(a)(1) ........................................ 6.9
(a)(2) ........................................ 6.9
(a)(3) ........................................ Not Applicable
(a)(4) ........................................ Not Applicable
(b) ........................................ 6.8, 6.10
(c) ........................................ Not Applicable
Section 311(a) ........................................ 6.13
(b) ........................................ 6.13
(c) ........................................ Not Applicable
Section 312(a) ........................................ 7.1, 7.2(a)
(b) ........................................ 7.2(b)
(c) ........................................ 7.2(c)
Section 313(a) ........................................ 7.3(a)
(b) ........................................ 7.3(a)
(c) ........................................ 7.3(a)
(d) ........................................ 7.3(b)
Section 314(a) ........................................ 7.4
(a)(4) ........................................ 1.1, 10.4
(b) ........................................ Not Applicable
(c)(1) ........................................ 1.2
(c)(2) ........................................ 1.2
(c)(3) ........................................ Not Applicable
(d) ........................................ Not Applicable
(e) ........................................ 1.2
(f) ........................................ 1.2
Section 315(a) ........................................ 6.1
(b) ........................................ 6.2
(c) ........................................ 6.1
(d) ........................................ 6.1
(e) ........................................ 5.14
Section 316(a) ........................................ 1.1
(a)(1)(A) ........................................ 5.2, 5.12
(a)(1)(B) ........................................ 5.13
(a)(2) ........................................ Not Applicable
(b) ........................................ 5.8
(c) ........................................ 1.4(c)
Section 317(a)(1) ........................................ 5.3
(a)(2) ........................................ 5.4
(b) ........................................ 10.3
Section 318(a) ........................................ 1.7

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

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to
be a part of the Indenture.
<PAGE> 3
TABLE OF CONTENTS

Page

RECITALS OF THE COMPANY. . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I

Definitions and Other Provisions
of General Application. . . . . . . . . . 1

Section 1.1 Definitions. . . . . . . . . . . . . . . . . . 1
Act. . . . . . . . . . . . . . . . . . . . . . . . . . 2
Affiliate. . . . . . . . . . . . . . . . . . . . . . . 2
Attributable Debt. . . . . . . . . . . . . . . . . . . 2
Authenticating Agent . . . . . . . . . . . . . . . . . 3
Board of Directors . . . . . . . . . . . . . . . . . . 3
Board Resolution . . . . . . . . . . . . . . . . . . . 3
Book-Entry Security. . . . . . . . . . . . . . . . . . 3
Business Day . . . . . . . . . . . . . . . . . . . . . 3
Capital Lease Obligations. . . . . . . . . . . . . . . 3
capital stock or stock . . . . . . . . . . . . . . . . 3
Commission . . . . . . . . . . . . . . . . . . . . . . 3
Company. . . . . . . . . . . . . . . . . . . . . . . . 3
Company Request or Company Order . . . . . . . . . . . 4
Consolidated Net Tangible Assets . . . . . . . . . . . 4
Corporate Trust Office . . . . . . . . . . . . . . . . 4
corporation. . . . . . . . . . . . . . . . . . . . . . 4
covenant defeasance. . . . . . . . . . . . . . . . . . 4
CUSIP. . . . . . . . . . . . . . . . . . . . . . . . . 4
default. . . . . . . . . . . . . . . . . . . . . . . . 4
Defaulted Interest . . . . . . . . . . . . . . . . . . 4
defeasance . . . . . . . . . . . . . . . . . . . . . . 4
Depository . . . . . . . . . . . . . . . . . . . . . . 4
Event of Default . . . . . . . . . . . . . . . . . . . 4
Funded Debt. . . . . . . . . . . . . . . . . . . . . . 4
Holder . . . . . . . . . . . . . . . . . . . . . . . . 5

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

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

ii
<PAGE> 4

Indebtedness . . . . . . . . . . . . . . . . . . . . . 5
Indenture. . . . . . . . . . . . . . . . . . . . . . . 5
Intangible Assets. . . . . . . . . . . . . . . . . . . 5
interest . . . . . . . . . . . . . . . . . . . . . . . 5
Interest Payment Date. . . . . . . . . . . . . . . . . 5
Liens. . . . . . . . . . . . . . . . . . . . . . . . . 5
mandatory sinking fund payment . . . . . . . . . . . . 5
Maturity . . . . . . . . . . . . . . . . . . . . . . . 5
Notice of Default. . . . . . . . . . . . . . . . . . . 6
Officers' Certificate. . . . . . . . . . . . . . . . . 6
Opinion of Counsel . . . . . . . . . . . . . . . . . . 6
optional sinking fund payment. . . . . . . . . . . . . 6
Original Issue Discount Security . . . . . . . . . . . 6
Outstanding. . . . . . . . . . . . . . . . . . . . . . 6
Paying Agent . . . . . . . . . . . . . . . . . . . . . 7
Person . . . . . . . . . . . . . . . . . . . . . . . . 7
Place of Payment . . . . . . . . . . . . . . . . . . . 7
Predecessor Security . . . . . . . . . . . . . . . . . 7
Principal Property . . . . . . . . . . . . . . . . . . 7
Redemption Date. . . . . . . . . . . . . . . . . . . . 8
Redemption Price . . . . . . . . . . . . . . . . . . . 8
Regular Record Date. . . . . . . . . . . . . . . . . . 8
Restricted Subsidiary. . . . . . . . . . . . . . . . . 8
sale and leaseback transaction . . . . . . . . . . . . 8
Secured Funded Debt. . . . . . . . . . . . . . . . . . 8
Securities . . . . . . . . . . . . . . . . . . . . . . 8
Security Register and Security Registrar . . . . . . . 8
Special Record Date. . . . . . . . . . . . . . . . . . 8
Stated Maturity. . . . . . . . . . . . . . . . . . . . 8
Subsidiary . . . . . . . . . . . . . . . . . . . . . . 8
Trust Indenture Act. . . . . . . . . . . . . . . . . . 8
Trustee. . . . . . . . . . . . . . . . . . . . . . . . 9
Unrestricted Subsidiary. . . . . . . . . . . . . . . . 9
U.S. Government Obligations. . . . . . . . . . . . . . 9
Vice President . . . . . . . . . . . . . . . . . . . . 9
Yield to Maturity. . . . . . . . . . . . . . . . . . . 9
Section 1.2 Compliance Certificates and Opinions . . . . . 9

- ------------------------
NOTE: This table of contents shall not, for any purpose, be deemed
to be a part of the Indenture.

iii
<PAGE> 5

Section 1.3 Form of Documents Delivered to Trustee . . . 10
Section 1.4 Acts of Holders; Record Dates. . . . . . . . 11
Section 1.5 Notices, Etc. to Trustee and Company . . . . 12
Section 1.6 Notice to Holders; Waiver. . . . . . . . . . 12
Section 1.7 Conflict with Trust Indenture Act. . . . . . 12
Section 1.8 Effect of Headings and Table of Contents . . 13
Section 1.9 Successors and Assigns . . . . . . . . . . . 13
Section 1.10 Separability Clause . . . . . . . . . . . . 13
Section 1.11 Benefits of Indenture . . . . . . . . . . . 13
Section 1.12 Governing Law . . . . . . . . . . . . . . . 13
Section 1.13 Legal Holidays. . . . . . . . . . . . . . . 13

ARTICLE II

Security Forms . . . . . . . . . . 14

Section 2.1 Forms Generally. . . . . . . . . . . . . . . 14
Section 2.2 Form of Face of Security . . . . . . . . . . 14
Section 2.3 Form of Reverse of Security. . . . . . . . . 16
Section 2.4 Additional Provisions Required in
Book-Entry Security. . . . . . . . . . . . 20
Section 2.5 Form of Trustee's Certificate of
Authentication . . . . . . . . . . . . . . 21

ARTICLE III

The Securities . . . . . . . . . . 21
Section 3.1 Amount Unlimited; Issuable in Series . . . . 21
Section 3.2 Denominations. . . . . . . . . . . . . . . . 23
Section 3.3 Execution, Authentication, Delivery
and Dating . . . . . . . . . . . . . . . . 23
Section 3.4 Temporary Securities . . . . . . . . . . . . 25
Section 3.5 Registration, Registration of Transfer
and Exchange . . . . . . . . . . . . . . . 25
Section 3.6 Mutilated, Destroyed, Lost and Stolen
Securities . . . . . . . . . . . . . . . . 27
Section 3.7 Payment of Interest; Interest Rights
Preserved. . . . . . . . . . . . . . . . . 28
Section 3.8 Persons Deemed Owners. . . . . . . . . . . . 29
Section 3.9 Cancellation . . . . . . . . . . . . . . . . 29
Section 3.10 Computation of Interest . . . . . . . . . . 29
Section 3.11 CUSIP Numbers . . . . . . . . . . . . . . . 30

- ------------------------
NOTE: This table of contents shall not, for any purpose, be deemed
to be a part of the Indenture.

iv
<PAGE> 6

ARTICLE IV

Satisfaction and Discharge . . . . . . 30
Section 4.1 Satisfaction and Discharge of Indenture. . . 30
Section 4.2 Application of Trust Money . . . . . . . . . 31

ARTICLE V
Remedies . . . . . . . . . . . . . . . 31
Section 5.1 Events of Default. . . . . . . . . . . . . . 31
Section 5.2 Acceleration of Maturity; Rescission
and Annulment . . . . . . . . . . . . 33
Section 5.3 Collection of Indebtedness and Suits
for Enforcement by Trustee . . . . . . 34
Section 5.4 Trustee May File Proofs of Claim . . . . . . 35
Section 5.5 Trustee May Enforce Claims Without
Possession of Securities . . . . . . . 35
Section 5.6 Application of Money Collected . . . . . . . 35
Section 5.7 Limitation on Suits. . . . . . . . . . . . . 36
Section 5.8 Unconditional Right of Holders
to Receive Principal, Premium and
Interest . . . . . . . . . . . . . . . 37
Section 5.9 Restoration of Rights and Remedies . . . . . 37
Section 5.10 Rights and Remedies Cumulative. . . . . . . 37
Section 5.11 Delay or Omission Not Waiver. . . . . . . . 37
Section 5.12 Control by Holders. . . . . . . . . . . . . 37
Section 5.13 Waiver of Past Defaults . . . . . . . . . . 38
Section 5.14 Undertaking for Costs . . . . . . . . . . . 38
Section 5.15 Waiver of Stay or Extension Laws. . . . . . 38

ARTICLE VI
The Trustee. . . . . . . . . . . . . . 39
Section 6.1 Certain Duties and Responsibilities. . . . . 39
Section 6.2 Notice of Defaults . . . . . . . . . . . . . 39
Section 6.3 Certain Rights of Trustee. . . . . . . . . . 39
Section 6.4 Not Responsible for Recitals or
Issuance of Securities . . . . . . . . . . . 40
Section 6.5 May Hold Securities. . . . . . . . . . . . . 40
Section 6.6 Money Held in Trust. . . . . . . . . . . . . 41

- ------------------------
NOTE: This table of contents shall not, for any purpose, be deemed
to be a part of the Indenture.

v
<PAGE> 7

Section 6.7 Compensation and Reimbursement . . . . . . . 41
Section 6.8 Disqualification; Conflicting Interests. . . 41
Section 6.9 Corporate Trustee Required; Eligibility. . . 41
Section 6.10 Resignation and Removal; Appointment
of Successor. . . . . . . . . . . . . . . 42
Section 6.11 Acceptance of Appointment by Successor. . . 43
Section 6.12 Merger, Conversion, Consolidation or
Succession to Business. . . . . . . . . . . 44
Section 6.13 Preferential Collection of Claims
Against Company. . . . . . . . . . . . . . 44
Section 6.14 Appointment of Authenticating Agent . . . . 45

ARTICLE VII
Holders' Lists and Reports by Trustee
and Company . . . . . . . . . . . . . 47
Section 7.1 Company to Furnish Trustee Names and
Addresses of Holders. . . . . . . . . . 47
Section 7.2 Preservation of Information;
Communications to Holders . . . . . . . 47
Section 7.3 Reports by Trustee . . . . . . . . . . . . . 47
Section 7.4 Reports by Company . . . . . . . . . . . . . 48

ARTICLE VIII
Consolidation, Merger, Conveyance,
Transfer or Lease . . . . . . . . . . 48
Section 8.1 Company May Consolidate, Etc. Only on
Certain Terms . . . . . . . . . . . . . 48
Section 8.2 Successor Substituted. . . . . . . . . . . . 49

ARTICLE IX
Supplemental Indentures . . . . . . . . 50
Section 9.1 Supplemental Indentures Without
Consent of Holders. . . . . . . . . . . 50
Section 9.2 Supplemental Indentures with Consent
of Holders . . . . . . . . . . . . . . 51
Section 9.3 Execution Of Supplemental Indentures . . . . 52
Section 9.4 Effect of Supplemental Indentures. . . . . . 52
Section 9.5 Conformity with Trust Indenture Act. . . . . 52
Section 9.6 Reference in Securities to
Supplemental Indentures . . . . . . . . 52

ARTICLE X
Covenants . . . . . . . . . . . . . . . 53
Section 10.1 Payment of Principal, Premium and Interest. 53

- ------------------------
NOTE: This table of contents shall not, for any purpose, be deemed
to be a part of the Indenture.

vi
<PAGE> 8

Section 10.2 Maintenance of Office or Agency . . . . . . 53
Section 10.3 Money for Securities Payments to Be
Held in Trust . . . . . . . . . . . . . 53
Section 10.4 Statement by Officers as to Default . . . . 54
Section 10.5 Existence . . . . . . . . . . . . . . . . . 55
Section 10.6 Restrictions on Secured Funded Debt . . . . 55
Section 10.7 Limitation on Sales and Leasebacks. . . . . 57
Section 10.8 Restrictions on Funded Debt of Restricted
Subsidiaries. . . . . . . . . . . . . . 58
Section 10.9 Waiver of Certain Covenants . . . . . . . . 59

ARTICLE XI
Redemption of Securities. . . . . . . . 59
Section 11.1 Applicability of Article. . . . . . . . . . 59
Section 11.2 Election to Redeem; Notice to Trustee . . . 59
Section 11.3 Selection by Trustee of Securities
to Be Redeemed . . . . . . . . . . . . 60
Section 11.4 Notice of Redemption. . . . . . . . . . . . 60
Section 11.5 Deposit of Redemption Price . . . . . . . . 61
Section 11.6 Securities Payable on Redemption Date . . . 61
Section 11.7 Securities Redeemed in Part . . . . . . . . 61

ARTICLE XII
Sinking Funds . . . . . . . . . . . . . 62
Section 12.1 Applicability of Article. . . . . . . . . . 62
Section 12.2 Satisfaction of Sinking Fund Payments
with Securities . . . . . . . . . . . . 62
Section 12.3 Redemption of Securities for Sinking Fund . 62

ARTICLE XIII
Defeasance and Covenant Defeasance. . . 63
Section 13.1 Applicability of Article; Company's Option
to Effect Defeasance or Covenant
Defeasance. . . . . . . . . . . . . . . . 63
Section 13.2 Defeasance and Discharge . . . . . . . . . . 63
Section 13.3 Covenant Defeasance. . . . . . . . . . . . . 64
Section 13.4 Conditions to Defeasance or Covenant
Defeasance. . . . . . . . . . . . . . . . 64
Section 13.5 Deposited Money and U.S. Government
Obligations to be Held in Trust; Other
Miscellaneous Provision . . . . . . . . 66

- ------------------------
NOTE: This table of contents shall not, for any purpose, be deemed
to be a part of the Indenture.

vii
<PAGE> 9

Section 13.6 Reinstatement. . . . . . . . . . . . . . . . 66

- ------------------------
NOTE: This table of contents shall not, for any purpose, be deemed
to be a part of the Indenture.

viii

<PAGE> 10
INDENTURE, dated as of , 1997 between Briggs & Stratton
Corporation, a corporation duly organized and existing under the laws of the
State of Wisconsin (herein called the "Company"), having its principal office
at 12301 West Wirth Street, Wauwatosa, Wisconsin 53222, and Bank One, Columbus,
N.A., a national banking institution, as Trustee (herein called the "Trustee").

RECITALS OF THE COMPANY

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

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

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

ARTICLE I

Definitions and Other Provisions
of General Application

Section 1.1 Definitions.

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

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

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

(3) all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles, and, except as otherwise herein expressly provided, the term
"generally accepted accounting

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principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted
at the date of such computation; and

(4) the words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

"Act," when used with respect to any Holder, has the meaning
specified in Section 1.4.

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

"Attributable Debt" means as to any particular lease under which
either the Company or any Restricted Subsidiary is at the time liable as lessee
for a term of more than 12 months and at any date as of which the amount
thereof is to be determined, the total net obligations of the lessee for rental
payments during the remaining term of the lease (including any period for which
such lease has been extended or may, at the option of the lessor, be extended)
discounted from the respective due dates thereof to such determination date at
a rate per annum equivalent to the greater of (a) the weighted-average Yield to
Maturity of the Outstanding Securities, such average being weighted by the
principal amount of the Outstanding Securities of each series or, in the case
of Original Issue Discount Securities, such amount to be the principal amount
of such outstanding Original Issue Discount Securities that would be due and
payable as of the date of such determination upon a declaration of acceleration
of the maturity thereof pursuant to this Indenture and (b) the interest rate
inherent in such lease (as determined in good faith by the Company), both to be
compounded semi-annually. The net total obligations of the lessee for rental
payments under any such lease for any such period shall be the aggregate amount
of the rent payable by the lessee with respect to such period after excluding
amounts required to be paid on account of maintenance and repairs, services,
insurance, taxes, assessments, water rates and similar charges and contingent
rents (such as those based on sales or monetary inflation). If any lease is
terminable by the lessee upon the payment of a penalty and under the terms of
the lease the termination right is not exercisable until after the
determination date and the amount of such penalty discounted to the
determination date as provided above is less than the net amount of rentals
payable after the time as of which such termination could occur (the
"termination time") discounted to the determination date as provided above,
then such discounted penalty amount shall be used instead of such discounted
amount of net rentals payable after the termination time in calculating the
Attributable Debt for such lease. If any lease is terminable by the lessee
upon the payment of a penalty and such termination right is exercisable on the
determination date and the amount of the net rentals payable under such lease
after the determination date discounted to the determination date as provided
above is

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greater than the amount of such penalty, the "Attributable Debt" for such
lease as of such determination date shall be equal to the amount of such
penalty.

"Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.14 to act on behalf of the Trustee to authenticate
Securities of one or more series.

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

"Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

"Book-Entry Security" means a Security in the form prescribed in
Sections 2.2 through 2.4 evidencing all or part of a series of Securities,
issued to the Depository for such series or its nominee, and registered in the
name of such Depository or nominee.

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

"Capital Lease Obligations" of either the Company or any Restricted
Subsidiary means the obligations of such Person to pay rent or other amounts
under any lease of (or other arrangement conveying the right to use) real
property, the term of which extends beyond 12 months, which obligations are
required to be classified and accounted for as a capital lease on a balance
sheet of such Person under generally accepted accounting principles (including
Statement No. 13 of Financial Accounting Standards Board) and, for the purposes
of this Indenture, the amount of such obligation shall be the capitalized
amount thereof, determined in accordance with generally accepted accounting
principles (including such Statement No. 13).

"capital stock" or "stock" includes capital stock, shares of
beneficial interests and limited partnership interests.

"Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this instrument such
Commission is not existing and performing the duties now assigned to it under
the Trust Indenture Act, then the body performing such duties at such time.

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

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<PAGE> 13

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

"Consolidated Net Tangible Assets" means, at any date, the total
assets appearing on the most recent consolidated balance sheet of the Company
and its Restricted Subsidiaries as at the end of the fiscal quarter of the
Company ending not more than 135 days prior to such date, prepared in
accordance with generally accepted accounting principles, less (a) all current
liabilities (due within one year) as shown on such balance sheet, (b)
applicable reserves, (c) investments in and advances to Unrestricted
Subsidiaries that are consolidated on the consolidated balance sheet of the
Company and its Subsidiaries, and (d) Intangible Assets and liabilities
relating thereto.

"Corporate Trust Office" means the principal office of the Trustee in
Columbus, Ohio at which at any particular time its corporate trust business
shall be administered, which currently is located at 100 East Broad Street,
Columbus, Ohio 43215.

"corporation" means a corporation, association, company, limited
partnership, partnership, joint-stock company, limited liability company or
business trust.

"covenant defeasance" has the meaning specified in Section 13.3.

"CUSIP" has the meaning specified in Section 3.11.

"default" has the meaning specified in Section 6.2.

"Defaulted Interest" has the meaning specified in Section 3.7.

"defeasance" has the meaning specified in Section 13.2.

"Depository" means, with respect to the Securities of any series
issuable or issued in whole or in part in the form of one or more Book-Entry
Securities, the Person designated as Depository for such series by the Company
pursuant to Section 3.1, initially The Depository Trust Company, its nominees
and their respective successors, which Person shall be a clearing agency
registered under the Securities Exchange Act of 1934, as amended.

"Event of Default" has the meaning specified in Section 5.1.

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<PAGE> 14

redemption provisions of such Restricted Subsidiary as reflected on such
Restricted Subsidiary's balance sheet prepared in accordance with U.S.
generally accepted accounting principles, and (iv) all Capital Lease
Obligations.

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

"Indebtedness" means, at any date, without duplication, (i) all
obligations for borrowed money of the Company or a Restricted Subsidiary or any
other indebtedness of the Company or a Restricted Subsidiary, evidenced by
bonds, debentures, notes or other similar instruments, and (ii) Funded Debt.

"Indenture" means this instrument as originally executed or as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument, and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively. The term "Indenture" shall also include the terms of particular
series of Securities established as contemplated by Section 3.1.

"Intangible Assets" means, at any date, the value (net of any
applicable reserves), as shown on or reflected in the most recent consolidated
balance sheet of the Company and its Restricted Subsidiaries as at the end of
the fiscal quarter of the Company ending not more than 135 days prior to such
date, prepared in accordance with generally accepted accounting principles, of:
(i) all trade names, trademarks, licenses, patents, copyrights, service marks,
goodwill and other like intangibles; (ii) organizational and development costs;
(iii) deferred charges (other than prepaid items such as insurance, taxes,
interest, commissions, rents, pensions, compensation and similar items and
tangible assets being amortized); and (iv) unamortized debt discount and
expense, less unamortized premium.

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

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

"Liens" means such pledges, mortgages, security interests and other
liens on any Principal Property of the Company or a Restricted Subsidiary which
secure Secured Funded Debt.

"mandatory sinking fund payment" has the meaning specified in Section
12.1.

"Maturity," when used with respect to any Security, means the date on
which the principal of such Security or an installment of principal becomes due
and payable as therein or

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<PAGE> 15

herein provided, whether at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

"Notice of Default" has the meaning specified in Section 5.1.

"Officers' Certificate" means a certificate signed by the Chairman of
the Board, the President, the General Counsel or a Vice President, and by the
Treasurer, an Assistant Treasurer, the Controller or an Assistant Controller,
the Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee. One of the officers signing an Officers' Certificate given pursuant
to Section 10.4 shall be the principal executive, financial or accounting
officer of the Company.

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

"optional sinking fund payment" has the meaning specified in Section
12.1.

"Original Issue Discount Security" means any Security which provides
for an amount less than the principal amount thereof to be due and payable upon
a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

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

(i) Securities theretofore canceled by the Trustee or delivered
to the Trustee for cancellation;

(ii) Securities for whose payment or redemption money in the
necessary amount has been theretofore deposited with the Trustee or any
Paying Agent (other than the Company) in trust or set aside and segregated
in trust by the Company (if the Company shall act as its own Paying Agent)
for the Holders of such Securities; provided, that, if such Securities are
to be redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision therefor satisfactory to the Trustee has been
made;

(iii) Securities which have been paid pursuant to Section 3.6 or
in exchange for or in lieu of which other Securities have been
authenticated and delivered pursuant to this Indenture, other than any
such Securities in respect of which there shall have been presented to the
Trustee proof satisfactory to it that such Securities are held by a bona
fide purchaser in whose hands such Securities are valid obligations of the
Company; and

(iv) Securities that have been defeased pursuant to Section 13.2;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice,

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<PAGE> 16

consent or waiver hereunder, (i) the principal amount of an Original Issue
Discount Security that shall be deemed to be Outstanding shall be the amount
of the principal thereof that would be due and payable as of the date of such
determination upon acceleration of the Maturity thereof pursuant to
Section 5.2, (ii) the principal amount of a Security denominated in one or more
foreign currencies or currency units shall be the U.S. dollar equivalent,
determined in the manner provided as contemplated by Section 3.1 on the date of
original issuance of such Security, of the principal amount (or, in the case of
an Original Issue Discount Security, the U.S. dollar equivalent on the date of
original issuance of such Security of the amount determined as provided in (i)
above) of such Security, and (iii) Securities owned by the Company or any other
obligor upon the Securities or any Affiliate of the Company or of such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Company or any other obligor upon the Securities or any Affiliate of
the Company or of such other obligor.

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

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

"Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of and any premium and
interest on the Securities of that series are payable as specified as
contemplated by Section 3.1.

"Predecessor Security" of any particular Security means every
previous Security evidencing all or a portion of the same debt as that
evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 3.6 in
exchange for or in lieu of a mutilated, destroyed, lost or stolen Security
shall be deemed to evidence the same debt as the mutilated, destroyed, lost or
stolen Security.

"Principal Property" means any manufacturing plant or foundry located
in the United States of America and owned and operated by the Company or any
Restricted Subsidiary on or after the date hereof, and any manufacturing
equipment owned by the Company or any Restricted Subsidiary on or after the
date hereof in such manufacturing plant. "Manufacturing equipment" means
manufacturing equipment in such manufacturing plant directly used in the
production of the Company's products and parts and components thereof, and
shall not include office equipment, rolling stock and other equipment not
directly used in the production of the Company's products.

<PAGE> 17

"Redemption Date," when used with respect to any Security to be
redeemed, means the date fixed for such redemption by or pursuant to this
Indenture.

"Redemption Price," when used with respect to any Security to be
redeemed, means the price at which it is to be redeemed pursuant to this
Indenture.

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Securities of any series means the date specified for that
purpose as contemplated by Section 3.1.

"Restricted Subsidiary" means each Subsidiary other than Unrestricted
Subsidiaries.

"sale and leaseback transaction" has the meaning specified in Section
10.7.

"Secured Funded Debt" means Funded Debt which is secured by any
pledge of, or mortgage, security interest or other lien on any (i) Principal
Property (whether owned on the date hereof or hereafter acquired or created),
(ii) shares of stock owned by the Company or a Subsidiary in a Restricted
Subsidiary or (iii) indebtedness of a Restricted Subsidiary.

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

"Security Register" and "Security Registrar" have the respective
meanings specified in Section 3.5.

"Special Record Date" for the payment of any Defaulted Interest means
a date fixed by the Trustee pursuant to Section 3.7.

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

"Subsidiary" means any corporation of which at least a majority of
the outstanding stock, which under ordinary circumstances (not dependent upon
the happening of a contingency) has voting power to elect a majority of the
board of directors of such corporation (or similar management body), is owned
directly or indirectly by the Company or by one or more Subsidiaries of the
Company, or by the Company and one or more Subsidiaries.

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

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<PAGE> 18

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

"Unrestricted Subsidiary" means Subsidiaries designated as
Unrestricted Subsidiaries from time to time by the Board of Directors of the
Company; provided, however, that the Board of Directors of the Company (i) shall
not designate as an Unrestricted Subsidiary any Subsidiary of the Company that
owns any Principal Property or any stock of a Restricted Subsidiary, (ii) shall
not continue the designation of any Subsidiary of the Company as an Unrestricted
Subsidiary at any time that such Subsidiary owns any Principal Property, and
(iii) shall not, nor shall it cause or permit any Restricted Subsidiary to,
transfer or otherwise dispose of any Principal Property to any Unrestricted
Subsidiary (unless such Unrestricted Subsidiary shall in connection therewith be
redesignated as a Restricted Subsidiary and any pledge, mortgage, security
interest or other lien arising in connection with any Indebtedness of such
Unrestricted Subsidiary so redesignated does not extend to such Principal
Property (unless the existence of such pledge, mortgage, security interest or
other lien would otherwise be permitted under this Indenture)).

"U.S. Government Obligations" has the meaning specified in
Section 13.4.

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

"Yield to Maturity" means the yield to maturity, calculated at
the time of issuance of a series of Securities or, if applicable, at the most
recent redetermination of interest on such series and calculated in accordance
with generally accepted financial practice.

Section 1.2 Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to
take any action under any provision of this Indenture, the Company shall furnish
to the Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of
an Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture. In the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or request, however, no
additional certificate or opinion need be furnished.

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

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

(2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions
contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he
has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant
or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such
individual, such condition or covenant has been complied with.

Section 1.3 Form of Documents Delivered to Trustee.

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

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

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

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<PAGE> 20

Section 1.4 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 Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and
the Company, 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 acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where
such execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

(c) The Company may, in the circumstances permitted by the Trust
Indenture Act, fix any day as the record date for the purpose of determining the
Holders of Securities 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 Company 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 7.1) 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.

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

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

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Section 1.5 Notices, Etc. to Trustee and Company.

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

(1) the Trustee by any Holder or by the Company shall be
sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with the Trustee at its Corporate Trust Office,
Attention: Capital Markets Client Service Group, or

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

Section 1.6 Notice to Holders; Waiver.

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

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

Section 1.7 Conflict with Trust Indenture Act.

If any provision hereof limits, qualifies or conflicts with a
provision of the Trust Indenture Act that is required under such Act to be a
part of and govern this Indenture, the latter provision shall control. If any
provision of this Indenture modifies or excludes any provision of the Trust
Indenture Act that may be so modified or excluded, the latter provision shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

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Section 1.8 Effect of Headings and Table of Contents.

The Article and Section headings herein, the reconciliation and
tie with certain provisions of the Trust Indenture Act, and the Table of
Contents are for convenience only and shall not affect the construction hereof.

Section 1.9 Successors and Assigns.

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

Section 1.10 Separability Clause.

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

Section 1.11 Benefits of Indenture.

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

Section 1.12 Governing Law.

This Indenture and the Securities shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to the conflict of laws provisions thereof.

Section 1.13 Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or
Stated Maturity of any Security shall not be a Business Day at any Place of
Payment, then (notwithstanding any other provision of this Indenture or of the
Securities (other than a provision of the Securities of any series which
specifically states that such provision shall apply in lieu of this Section))
payment of interest or principal (and premium, if any) need not be made at such
Place of Payment on such date, but may be made on the next succeeding Business
Day at such Place of Payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated Maturity; provided,
however, that no interest shall accrue for the period from and after such
Interest Payment Date, Redemption Date or Stated Maturity, as the case may be.

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<PAGE> 23

ARTICLE II

Security Forms

Section 2.1 Forms Generally.

The Securities of each series shall be in substantially the form
set forth in this Article, or in such other form as shall be established by or
pursuant to a Board Resolution or in one or more indentures supplemental hereto,
in each case with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 3.3 for the authentication and delivery of such
Securities.

The Trustee's certificate of authentication shall be in substantially the
form set forth in Section 2.5.

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

Section 2.2 Form of Face of Security.

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

Briggs & Stratton Corporation

..........................

No. ......... $ ..........

CUSIP No............

Briggs & Stratton Corporation, a corporation duly organized and
existing under the laws of the State of Wisconsin (herein called the "Company,"
which term includes any

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<PAGE> 24

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

[If the Security is not to bear interest prior to Maturity,
insert -- The principal of this Security shall not bear interest except in the
case of a default in payment of principal upon acceleration, upon redemption or
at Stated Maturity and in such case the overdue principal of this Security shall
bear interest at the rate of ........% per annum (to the extent that the payment
of such interest shall be legally enforceable), which shall accrue from the date
of such default in payment to the date payment of such principal has been made
or duly provided for. Interest on any overdue principal shall be payable on
demand. Any such interest on any overdue principal that is not so paid on
demand shall bear interest at the rate of ........% per annum (to the extent
that the payment of such interest shall be legally enforceable), which shall
accrue from the date of such demand for payment to the date payment of such
interest has been made or duly provided for, and such interest shall also be
payable on demand.]

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

15
<PAGE> 25

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

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

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

BRIGGS & STRATTON CORPORATION

Dated:_________________

By:_____________________

Attest:

..........................

Section 2.3 Form of Reverse of Security.

This Security is one of a duly authorized issue of securities of
the Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of .............. (herein called the
"Indenture"), between the Company and
], as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities and of the terms upon which the
Securities are, and are to be, authenticated and delivered. This Security is
one of the series designated on the face hereof [, limited in aggregate
principal amount to $ .............].

[If applicable, insert -- The Securities of this series are
subject to redemption upon not less than 30 days' notice by mail, [if
applicable, insert -- (1) on ........ in any year commencing with the year
..... and ending with the year ...... through operation of the sinking fund for
this series at a Redemption Price equal to 100% of the principal amount, and
(2)] at any time [on or after ..........., 19..], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before ..........,
___%, and if redeemed] during the 12-month period beginning ............... of
the years indicated,

16
<PAGE> 26

Redemption Redemption
Year Price Year Price
- ---- ---------- ---- ----------

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

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

17
<PAGE> 27

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

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

[Notwithstanding the foregoing, the Company may not, prior to
..........., redeem any Securities of this series as contemplated by [Clause (2)
of] the preceding paragraph as a part of, or in anticipation of, any refunding
operation by the application, directly or indirectly, of moneys borrowed having
an interest cost to the Company (calculated in accordance with generally
accepted financial practice) of less than .....% per annum.]

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

[If the Security is subject to redemption, insert -- In the event
of redemption of this Security in part only, a new Security or Securities of
this series and of like tenor for the

18
<PAGE> 28

unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.]

[If the Security is not an Original Issue Discount Security,
insert -- If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.]

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

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

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

No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
premium and interest on this Security at the times, place and rate, and in the
coin or currency, herein prescribed.

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registerable in the Security
Register, upon surrender of this

19
<PAGE> 29

Security for registration of transfer at the office or agency of the Company in
any place where the principal of and any premium and interest on this Security
are payable, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same Stated Maturity and aggregate
principal amount, will be issued to the designated transferee or transferees.

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

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

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

Interest on this Security shall be computed on the basis of [a
360-day year of twelve 30-day months][the actual number of days elapsed and a
360-day year].

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

This Security shall be governed by and construed in accordance
with the laws of the State of New York without giving effect to the conflict of
laws provisions thereof.

Section 2.4 Additional Provisions Required in Book-Entry
Security.

Any Book-Entry Security issued hereunder shall, in addition to
the provisions contained in Sections 2.2 and 2.3, bear a legend in substantially
the following form:

"This Security is a Book-Entry Security within the meaning of the
Indenture hereinafter referred to and is registered in the name of a
Depository or a nominee of a Depository. This Security is
exchangeable for Securities registered in the name of a person other
than the Depository or its nominee only in the limited circumstances
described in the Indenture and may not be transferred except as a
whole by the Depository to a nominee of the Depository or by a

20
<PAGE> 30

nominee of the Depository to the Depository or another nominee of the
Depository."

Section 2.5 Form of Trustee's Certificate of Authentication.

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

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

BANK ONE, COLUMBUS, N.A.
As Trustee

By:________________________________
Authorized Signatory

ARTICLE III

The Securities

Section 3.1 Amount Unlimited; Issuable in Series.

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

The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.3,
set forth, or determined in the manner provided, in an Officers' Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series;

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

(2) any limit upon the aggregate principal amount of the Securities
of the series which may be authenticated and delivered under this Indenture
(except for Securities authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Securities of the
series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any
Securities which, pursuant to Section 3.3, are deemed never to have been
authenticated and delivered hereunder);

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<PAGE> 31

(3) the Person to whom any interest on a Security of the series shall
be payable, if other than the Person in whose name that Security (or one or
more Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest;

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

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

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

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

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

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

(10) the currency, currencies or currency units in which payment of
the principal of and any premium and interest on any Securities of the
series shall be payable if other than the currency of the United States of
America and the manner of determining the equivalent thereof in the
currency of the United States of America for purposes of the definition of
"Outstanding" in Section 1.1;

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

(12) if the principal of or any premium or interest on any Securities
of the series is to be payable, at the election of the Company or a Holder
thereof, in one or more currencies or currency units other than that or
those in which the Securities are stated to be payable, the currency,
currencies or currency units in which payment of the principal

22
<PAGE> 32

of and any premium and interest on Securities of such series as to
which such election is made shall be payable, and the periods within
which and the terms and conditions upon which such election is to be
made;

(13) the application, if any, of Section 13.2 or 13.3 to the
Securities of the series;

(14) whether the Securities of the series shall be issued in
whole or in part in the form of one or more Book-Entry Securities and,
in such case, the Depository with respect to such Book-Entry Security
or Securities and the circumstances under which any Book-Entry
Security may be registered for transfer or exchange, or authenticated
and delivered, in the name of a Person other than such Depository or
its nominee, if other than as set forth in Section 3.5;

(15) if other than the principal amount thereof, the portion of
the principal amount of Securities of the series which shall be
payable upon declaration of acceleration of the Maturity thereof
pursuant to Section 5.2; and

(16) any other terms of the series (which terms shall not be
inconsistent with the provisions of this Indenture).

All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to the Board Resolution referred to above and (subject to Section 3.3) set
forth, or determined in the manner provided, in the Officers' Certificate
referred to above or in any such indenture supplemental hereto.

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

Section 3.2 Denominations.

The Securities of each series shall be issuable in registered
form without coupons in such denominations as shall be specified as contemplated
by Section 3.1. In the absence of any such provisions with respect to the
Securities of any series, the Securities of such series shall be issuable in
denominations of $1,000 and any integral multiple thereof.

Section 3.3 Execution, Authentication, Delivery and Dating.

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

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<PAGE> 33

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

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any Series
executed by the Company to the Trustee for authentication, together with a
Company Order for the authentication and delivery of such Securities, and the
Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. If the form or terms of the Securities of the series have been
established in or pursuant to one or more Board Resolutions as permitted by
Sections 2.1 and 3.1, in authenticating such Securities, and accepting the
additional responsibilities under this Indenture in relation to such Securities,
the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be
fully protected in relying upon, an Opinion of Counsel stating,

(a) if the form of such Securities has been established by or pursuant to
Board Resolution as permitted by Section 2.1, that such form has been
established in conformity with the provisions of this Indenture;

(b) if the terms of such Securities have been established by or pursuant
to Board Resolution as permitted by Section 3.1, that such terms have been
established in conformity with the provisions of this Indenture; and

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

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

Notwithstanding the provisions of Section 3.1 and of the immediately
preceding paragraph, if all Securities of a series are not to be originally
issued at one time, it shall not be necessary to deliver the Officers'
Certificate otherwise required pursuant to Section 3.1 or the Company Order and
Opinion of Counsel otherwise required pursuant to such preceding paragraph at or
prior to the time of authentication of each Security of such series if such
documents are delivered at or prior to the authentication upon original issuance
of the first Security of such series to be issued.

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<PAGE> 34

Unless otherwise provided for in the form of Security, each
Security shall be dated the date of its authentication.

No Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Security
a certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Notwithstanding the
foregoing, if any Security shall have been authenticated and delivered hereunder
but never issued and sold by the Company, and the Company shall deliver such
Security to the Trustee for cancellation as provided in Section 3.9, for all
purposes of this Indenture such Security shall be deemed never to have been
authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

Section 3.4 Temporary Securities.

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

If temporary Securities of any series are issued, the Company
will cause definitive Securities of that series to be prepared without
unreasonable delay. After the preparation of definitive Securities of such
series, the temporary Securities of such series shall be exchangeable for
definitive Securities of such series upon surrender of the temporary Securities
of such series at the office or agency of the Company in a Place of Payment for
that series, without charge to the Holder. Upon surrender for cancellation of
any one or more temporary Securities of any series the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Securities of the same series, of any authorized denominations and of
the same Stated Maturity and aggregate principal amount and of like tenor. Until
so exchanged the temporary Securities of any series shall in all respects be
entitled to the same benefits under this Indenture as definitive Securities of
such series and tenor.

Section 3.5 Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office
of the Trustee a register (the register maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Security Register") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Securities and of transfers of Securities. The Trustee
is

25
<PAGE> 35

hereby appointed "Security Registrar" for the purpose of registering Securities
and transfers of Securities as herein provided.

Upon surrender for registration of transfer of any Security of any
series at the office or agency in a Place of Payment for that series as
designated pursuant to Section 10.2, the Company shall execute, and the Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Securities of the same series, of any authorized
denominations and of the same Stated Maturity and aggregate principal amount
and of like tenor.

At the option of the Holder, Securities of any series may be exchanged
for other Securities of the same series, of any authorized denominations and of
the same Stated Maturity and aggregate principal amount and of like tenor, upon
surrender of the Securities to be exchanged at such office or agency. Whenever
any Securities are so surrendered for exchange, the Company shall execute, and
the Trustee shall authenticate and deliver, the Securities which the Holder
making the exchange is entitled to receive.

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

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

No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

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

Notwithstanding the foregoing, any Book-Entry Security shall be
exchangeable pursuant to this Section 3.5 for Securities registered in the name
of Persons other than the Depository for such Security or its nominee only if
(i) such Depository notifies the Company that it is unwilling or unable to
continue as Depository for such Book-Entry Security or if at any

26
<PAGE> 36

time such Depository ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, (ii) the Company executes and
delivers to the Trustee a Company Order that such Book-Entry Security shall be
so exchangeable or (iii) there shall have occurred and be continuing an Event of
Default with respect to the Securities. Any Book-Entry Security that is
exchangeable pursuant to the preceding sentence shall be exchangeable for
Securities registered in such names as such Depository shall direct.

Notwithstanding any other provision in this Indenture, a
Book-Entry Security may not be transferred except as a whole by the Depository
with respect to such Book-Entry Security to a nominee of such Depository or by a
nominee of such Depository to such Depository or another nominee of such
Depository.

Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.

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

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

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

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

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

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

Section 3.7 Payment of Interest; Interest Rights Preserved.

Except as otherwise provided as contemplated by Section 3.1 with
respect to any series of Securities, interest on any Security which is payable,
and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest.

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

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

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

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

Section 3.8 Persons Deemed Owners.

Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of and any premium and
(subject to Section 3.7) any interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

Section 3.9 Cancellation.

All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly canceled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. All canceled
Securities held by the Trustee shall be destroyed by the Trustee and the Trustee
shall deliver a certification of destruction to the Company quarterly.

Section 3.10 Computation of Interest.

Except as otherwise specified as contemplated by Section 3.1 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a 360-day year of twelve 30-day months.

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Section 3.11 CUSIP Numbers.

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

ARTICLE IV

Satisfaction and Discharge

Section 4.1 Satisfaction and Discharge of Indenture.

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

(1) either

(A) all Securities theretofore authenticated and delivered (other
than (i) Securities which have been destroyed, lost or stolen and which
have been replaced or paid as provided in Section 3.6 and (ii) Securities
for whose payment money has theretofore been deposited in trust or
segregated and held in trust by the Company and thereafter repaid to the
Company or discharged from such trust, as provided in Section 10.3) have
been delivered to the Trustee for cancellation; or

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

(i) have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for the
purpose an amount sufficient to

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pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation, for principal
and any premium and interest to the date of such deposit (in the case
of Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 6.7, the respective
obligations of the Company and the Trustee to any Authenticating Agent under
Section 6.14 and, if money shall have been deposited with the Trustee pursuant
to subclause (B) of clause (1) of this Section, the obligations of the Trustee
under Section 4.2 and the last paragraph of Section 10.3 shall survive.

Section 4.2 Application of Trust Money.

Subject to provisions of the last paragraph of Section 10.3, all
money deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal and any premium and
interest for whose payment such money has been deposited with the Trustee.

ARTICLE V

Remedies

Section 5.1 Events of Default.

"Event of Default," wherever used herein with respect to
Securities of any series, means any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

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

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

(3) default in the deposit of any sinking fund or other payment
required pursuant to the terms of a Security of that Series as established
by or pursuant to a Board Resolution as permitted by Section 3.1(8), when
and as due by the terms of a Security of that series; or

(4) default in the performance, or breach, of any covenant or
warranty of the Company in this Indenture (other than a covenant or
warranty a default in whose performance or whose breach is elsewhere in
this Section specifically dealt with or which has expressly been included
in this Indenture solely for the benefit of series of Securities other than
that series, provided that for purposes of this clause (4) any covenant or
agreement on the part of the Company contained in this Indenture which is
not limited to a series of Securities shall be in respect of all series of
Securities), and continuance of such default or breach for a period of 90
days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holder or
Holders of at least 25% in principal amount of the Outstanding Securities
of that series a written notice specifying such default or breach and
requiring it to be remedied and stating that such notice is a "Notice of
Default" hereunder; or

(5) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company in an involuntary case
or proceeding under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or (B) a decree or order adjudging the
Company a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment or composition of or in
respect of the Company under any applicable Federal or State law, or
appointing a custodian, receiver, liquidator, assignee, trustee,
sequestrator or other similar official of the Company or of any substantial
part of its property, or ordering the winding up or liquidation of its
affairs, and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 60
consecutive days; or

(6) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency,
reorganization or other similar law or of any other case or proceeding to
be adjudicated a bankrupt or insolvent, or the consent by it to the entry
of a decree or order for relief in respect of the Company in an involuntary
case or proceeding under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law or to the commencement of
any bankruptcy or insolvency case or proceeding against it, or the filing
by it of a petition or answer or consent seeking reorganization or relief
under any applicable Federal or State law, or the consent by it to the
filing of such petition or to the appointment of or taking possession by a
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official of the Company or of any substantial part of its property,
or the

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making by it of an assignment for the benefit of creditors, or the
admission by it in writing of its inability to pay its debts generally
as they become due, or the taking of corporate action by the Company
in furtherance of any such action; or

(7) a default or defaults under any mortgage, indenture or
instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness (including this Indenture),
whether such Indebtedness now exists or shall hereafter be created,
which default or defaults shall have resulted in such Indebtedness, in
an aggregate principal amount exceeding $[___________], individually
or in the aggregate, having been declared due and payable prior to the
date on which it would otherwise have become due and payable, without
such Indebtedness having been discharged, or such acceleration having
been rescinded or annulled, or there having been deposited in trust a
sum of money sufficient to discharge in full such Indebtedness, within
a period of 30 days after there shall have been given, by registered
mail, to the Company by the Trustee or to the Company and the Trustee
by the Holder or Holders of at least 25% in aggregate principal amount
of the Outstanding Securities of such series a written notice
specifying such default and requiring the Company to cause such
Indebtedness to be discharged, cause to be deposited in trust a sum
sufficient to discharge in full such Indebtedness or cause such
acceleration to be rescinded or annulled and stating that such notice
is a "Notice of Default" hereunder; provided, however, that, subject
to the provisions of Sections 6.2 and 6.3, the trustee shall not be
deemed to have knowledge of such default unless either (A) the Trustee
shall have actual knowledge of such default or (B) the Trustee shall
have received written notice thereof from the Company, from the holder
of any such Indebtedness or from any trustee under any such mortgage,
indenture or other instrument; or

(8) any event which constitutes an "Event of Default" under the
terms governing Securities of that series established as provided in
Section 3.1.

Section 5.2 Acceleration of Maturity; Rescission and Annulment.

If an Event of Default with respect to Securities of any series
at the time Outstanding occurs and is continuing, then in every such case the
Trustee or the Holder or Holders of not less than 25% in principal amount of the
Outstanding Securities of that series may declare the principal amount (or, if
the Securities of that series are Original Issue Discount Securities, such
portion of the principal amount as may be specified in the terms thereof) of all
of the Securities of that series to be due and payable immediately, by a notice
in writing to the Company (and to the Trustee if given by Holders), and upon any
such declaration such principal amount (or specified amount) shall become
immediately due and payable.

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

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in principal amount of the Outstanding Securities of that series, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if

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

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

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

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

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

and

(2) all Events of Default with respect to Securities of that series,
other than the non-payment of the principal of Securities of that series
which have become due solely by such declaration of acceleration, have been
cured or waived as provided in Section 5.13.

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

Section 5.3 Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

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If an Event of Default with respect to Securities of any series
occurs and is continuing, the Trustee may in its discretion proceed to protect
and enforce its rights and the rights of the Holders of Securities of such
series by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.

Section 5.4 Trustee May File Proofs of Claim.

In case of any judicial proceeding relative to the Company (or
any other obligor upon the Securities), its property or its creditors, the
Trustee shall be entitled and empowered, by intervention in such proceeding or
otherwise, to take any and all actions authorized under the Trust Indenture Act
in order to have claims of the Holders and the Trustee allowed in any such
proceeding. In particular, the Trustee shall be authorized to collect and
receive any moneys or other property payable or deliverable on any such claims
and to distribute the same; and any custodian, receiver, assignee, trustee,
liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Holder to make such payments to the
Trustee and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 6.7.

No provision of this Indenture shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan of reorganization, arrangement, adjustment or composition affecting the
Securities or the rights of any Holder thereof or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.

Section 5.5 Trustee May Enforce Claims Without Possession of Securities.

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

Section 5.6 Application of Money Collected.

Any money collected by the Trustee pursuant to this Article shall
be applied in the following order, at the date or dates fixed by the Trustee
and, in case of the distribution of such money on account of principal or any
premium or interest, upon presentation of the

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Securities and the notation thereon of the payment if only partially paid and
upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due the Trustee under Section
6.7;

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

THIRD: To the Company.

Section 5.7 Limitation on Suits.

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

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

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

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

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

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

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

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Section 5.8 Unconditional Right of Holders to Receive Principal, Premium and
Interest.

Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right, which is absolute and unconditional, to
receive payment of the principal of and any premium and (subject to Section
3.7) any interest on such Security on the Stated Maturity or Maturities
expressed in such Security (or, in the case of redemption, on the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
rights shall not be impaired without the consent of such Holder.

Section 5.9 Restoration of Rights and Remedies.

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

Section 5.10 Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Securities in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or reserved
to the Trustee or to the Holders is intended to be exclusive of any other right
or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

Section 5.11 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Securities
to exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by
law to the Trustee or to the Holders may be exercised from time to time, and as
often as may be deemed expedient, by the Trustee or by the Holders, as the case
may be.

Section 5.12 Control by Holders.

The Holders of a majority in principal amount of the Outstanding
Securities of any series shall have the right to direct the time, method and
place of conducting any proceeding

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for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee, with respect to the Securities of such series,
provided that

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

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

Section 5.13 Waiver of Past Defaults.

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

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

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

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

Section 5.14 Undertaking for Costs.

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

Section 5.15 Waiver of Stay or Extension Laws.

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

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law and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

ARTICLE VI

The Trustee

Section 6.1 Certain Duties and Responsibilities.

The duties and responsibilities of the Trustee shall be as
provided by the Trust Indenture Act. Notwithstanding the foregoing, no
provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of
its duties hereunder, or in the exercise of any of its rights or powers, if it
shall have reasonable grounds for believing that repayment of such funds or
adequate indemnity against such risk or liability is not reasonably assured to
it. Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

Section 6.2 Notice of Defaults.

If a default occurs hereunder with respect to Securities of any
series, the Trustee shall give the Holders of Securities of such series notice
of such default as and to the extent provided by the Trust Indenture Act;
provided, however, that in the case of any default of the character specified in
Section 5.1(4) with respect to Securities of such series, no such notice to
Holders shall be given until at least 30 days after the occurrence thereof. For
the purpose of this Section, the term "default" means any event which is, or
after notice or lapse of time or both would become, an Event of Default with
respect to Securities of such series.

Section 6.3 Certain Rights of Trustee.

Subject to the provisions of Section 6.1:

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

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

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

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

(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 reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in compliance with such
request or direction;

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

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

Section 6.4 Not Responsible for Recitals or Issuance of Securities.

The recitals contained herein and in the Securities, except the
Trustee's certificates of authentication, shall be taken as the statements of
the Company, and the Trustee or any Authenticating Agent assumes no
responsibility for their correctness. The Trustee makes no representations as
to the validity or sufficiency of this Indenture or of the Securities. The
Trustee or any Authenticating Agent shall not be accountable for the use or
application by the Company of Securities or the proceeds thereof. The Trustee
shall not be responsible for any statement made in any prospectus or similar
document used to sell the Securities.

Section 6.5 May Hold Securities.

The Trustee, any Authenticating Agent, any Paying Agent, any
Security Registrar or any other agent of the Company, in its individual or any
other capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.8 and 6.13, may otherwise deal with

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

Section 6.6 Money Held in Trust.

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

Section 6.7 Compensation and Reimbursement.

The Company agrees

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

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

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

Section 6.8 Disqualification; Conflicting Interests.

If the Trustee has or shall acquire a conflicting interest within
the meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

Section 6.9 Corporate Trustee Required; Eligibility.

There shall at all times be a Trustee hereunder which shall be a
Person that is eligible pursuant to the Trust Indenture Act to act as such and
has a combined capital and surplus of at least $50,000,000 and have an office or
agency in New York, New York where Securities may be presented for payment and
for registration of transfer or exchange. If such

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Person publishes reports of condition at least annually, pursuant to law or to
the requirements of said supervising or examining authority, then for the
purposes of this Section, the combined capital and surplus of such Person shall
be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. If at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect hereinafter specified in this
Article.

Section 6.10 Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no appointment
of a successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 6.11.

(b) The Trustee may resign at any time with respect to the
Securities of one or more series by giving written notice thereof to the
Company. If the instrument of acceptance by a successor Trustee required by
Section 6.11 shall not have been delivered to the Trustee within 30 days after
the giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee with
respect to the Securities of such series.

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

(d) If at any time:

(1) the Trustee shall fail to comply with Section 6.8 after
written request therefor by the Company or by any Holder who has been
a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 6.9 and
shall fail to resign after written request therefor by the Company or
by any such Holder, or

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

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all securities, or (ii) subject to Section 5.14, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

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(e) If the Trustee shall resign, be removed or become incapable
of acting, or if a vacancy shall occur in the office of Trustee for any cause,
with respect to the Securities of one or more series, the Company, by a Board
Resolution, shall promptly appoint a successor Trustee or Trustees with respect
to the Securities of that or those series (it being understood that any such
successor Trustee may be appointed with respect to the Securities of one or more
or all of such series and that at any time there shall be only one Trustee with
respect to the Securities of any particular series) and shall comply with the
applicable requirements of Section 6.11. If, within one year after such
resignation, removal or incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of any Series shall be
appointed by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series delivered to the Company and the retiring
Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance
of such appointment in accordance with the applicable requirements of Section
6.11, become the successor Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee appointed by the Company. If
no successor Trustee with respect to the Securities of any Series shall have
been so appointed by the Company or the Holders and accepted appointment in the
manner required by Section 6.11, any Holder who has been a bona fide Holder of a
Security of such series for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent jurisdiction for
the appointment of a successor Trustee with respect to the Securities of such
series.

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

Section 6.11 Acceptance of Appointment by Successor.

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

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

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

(c) Upon request of any such successor Trustee, the Company
shall execute any and all instruments for more fully and certainly vesting in
and confirming to such successor Trustee all such rights, powers and trusts
referred to in paragraph (a) and (b) of this Section, as the case may be.

(d) No successor Trustee shall accept its appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

Section 6.12 Merger, Conversion, Consolidation or Succession to Business.

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

Section 6.13 Preferential Collection of Claims Against Company.

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

Section 6.14 Appointment of Authenticating Agent.

The Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue and upon exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.6, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory for
all purposes as if authenticated by the Trustee hereunder. Wherever reference
is made in this Indenture to the authentication and delivery of Securities by
the Trustee or the Trustee's certificate of authentication, such reference shall
be deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, such Authenticating Agent shall resign immediately
in the manner and with the effect specified in this Section.

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

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

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mail, postage prepaid, to all Holders of Securities of the series with respect
to which such Authenticating Agent will serve, as their names and addresses
appear in the Security Register. Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all the rights,
powers and duties of its predecessor hereunder, with like effect as if
originally named as an Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section.

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

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

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

BANK ONE, COLUMBUS, N.A.
As Trustee

By:______________________________
As Authenticating Agent

By :_____________________________
Authorized Officer

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ARTICLE VII

Holders' Lists and Reports by Trustee and Company

Section 7.1 Company to Furnish Trustee Names and Addresses of Holders.

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

(a) semi-annually, not later than May 1 and November 1 in each
year, a list, in such form as the Trustee may reasonably require, of the names
and addresses of the Holders as of the preceding April 1 or October 1, as the
case may be; and

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

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

Section 7.2 Preservation of Information; Communications to Holders.

(a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders contained in the most
recent list furnished to the Trustee as provided in Section 7.1 and the names
and addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.1 upon receipt of a new list so furnished.

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

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

Section 7.3 Reports by Trustee.

(a) The Trustee shall transmit to Holders such reports
concerning the Trustee and its actions under this Indenture as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the
Trustee shall, within 60 days after each May 15 following the date of this
Indenture, deliver to Holders a brief report, dated as of such May 15, which
complies with the provisions of such Section 313(a).

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

Section 7.4 Reports by Company.

(a) The Company covenants and agrees to file with the Trustee
copies, within 15 days after the Company is required to file the same with the
Commission, of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) which the Company may
be required to file with the Commission pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934; or, if the Company is not required to
file information, documents or reports pursuant to either of such sections, then
to file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports, if any, which may
be required pursuant to Section 13 of the Securities Exchange Act of 1934, in
respect of a security listed and registered on a national securities exchange as
may be prescribed from time to time in such rules and regulations.

(b) The Company covenants and agrees to file with the Trustee
and the Commission, in accordance with the rules and regulations prescribed from
time to time by the Commission, such additional information, documents and
reports, if any, with respect to compliance by the Company with the conditions
and covenants provided for in this Indenture as may be required from time to
time by such rules and regulations.

(c) The Company covenants and agrees to transmit by mail to all
Holders, as the names and addresses of such Holders appear upon the Security
Register, within 30 days after the filing thereof with the Trustee, such
summaries of information, documents and reports required to be filed by the
Company, if any, pursuant to subsections (a) and (b) of this Section 7.4 as may
be required by rules and regulations prescribed from time to time by the
Commission.

ARTICLE VIII

Consolidation, Merger, Conveyance, Transfer or Lease

Section 8.1 Company May Consolidate, Etc. Only on Certain Terms.

The Company shall not consolidate with or merge into any other
corporation or convey, transfer or lease its properties and assets substantially
as an entirety to any corporation, and the Company shall not permit any
corporation to consolidate with or merge into the

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Company or convey, transfer or lease its properties and assets substantially as
an entirety to the Company, unless:

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

(2) immediately after giving effect to such transaction and
treating any indebtedness for borrowed money or guarantee thereof
which becomes an obligation of the Company or a Restricted Subsidiary
as a result of such transaction as having been incurred by the Company
or such Restricted Subsidiary at the time of such transaction, no
Event of Default, and no event which, after notice or lapse of time or
both, would become an Event of Default, shall have happened and be
continuing;

(3) if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company or
a Restricted Subsidiary, or any shares of capital stock or
indebtedness of any Restricted Subsidiary, would become subject to a
mortgage, pledge, lien, security interest or other encumbrance which
would not be permitted by this Indenture, the Company or such
successor corporation, as the case may be, shall take such steps as
shall be necessary effectively to secure the Securities equally and
ratably with (or prior to) all indebtedness secured thereby; and

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

Section 8.2 Successor Substituted.

Upon any consolidation of the Company with, or merger of the
Company into, any other corporation or any conveyance, transfer or lease of the
properties and assets of the Company substantially as an entirety in accordance
with Section 8.1, the successor corporation formed by such consolidation or into
which the Company is merged or to which such conveyance, transfer or lease is
made shall succeed to, and be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such

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successor corporation had been named as the Company herein; and in the event of
any such conveyance, transfer or lease, the Company (which term shall for this
purpose mean the corporation named as the Company or any successor corporation
which shall have theretofore become such in the manner prescribed in Section
8.1) shall be discharged from all liability under this Indenture and in respect
of the Securities and may be dissolved and liquidated.

ARTICLE IX

Supplemental Indentures

Section 9.1 Supplemental Indentures Without Consent of Holders.

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

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

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

(3) to add any additional Events of Default with respect to all
or any series of Securities; or

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

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

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(6) to secure the Securities pursuant to the requirements of
Section 10.6 or otherwise; or

(7) to establish the form or terms of Securities of any series
as permitted by Sections 2.1 and 3.1; or

(8) to evidence and provide for the acceptance of appointment
hereunder by a successor Trustee with respect to the Securities of one
or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee,
pursuant to the requirements of Section 6.11(b); or

(9) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision
herein, or to make any other provisions with respect to matters or
questions arising under this Indenture, provided that such action
pursuant to this clause (9) shall not adversely affect the interests
of the Holders of Securities of any series in any material respect.

Section 9.2 Supplemental Indentures with Consent of Holders.

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

(1) change the Stated Maturity of the principal of, or any
installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate of interest thereon or the
rate of accretion of any Original Issue Discount Security or any
premium payable upon the redemption thereof, or reduce the amount of
the principal of an Original Issue Discount Security that would be due
and payable upon a declaration of acceleration of the Maturity thereof
pursuant to Section 5.2, or change any Place of Payment where, or the
coin or currency in which, any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the
enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption
Date), or

(2) reduce the percentage in principal amount of the Outstanding
Securities of any series, the consent of whose Holders is required for
any such supplemental indenture, or the consent of whose Holders is
required for any waiver (of compliance

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with certain provisions of this Indenture or certain defaults
hereunder and their consequences) provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section 5.8 or
Section 5.13 except to increase any such percentage or to provide that
certain other provisions of this Indenture cannot be modified or
waived without the consent of the Holder of each Outstanding Security
affected thereby, provided, however, that this clause shall not be
deemed to require the consent of any Holder with respect to changes in
the references to "the Trustee" and concomitant changes in this
Section, or the deletion of this proviso, in accordance with the
requirements of Sections 6.11(b) and 9.1(8).

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

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

Section 9.3 Execution Of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 9.4 Effect of Supplemental Indentures.

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

Section 9.5 Conformity with Trust Indenture Act.

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

Section 9.6 Reference in Securities to Supplemental Indentures.

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

ARTICLE X

Covenants

Section 10.1 Payment of Principal, Premium and Interest.

The Company covenants and agrees for the benefit of each series
of Securities that it will duly and punctually pay the principal of and any
premium and interest on the Securities of that series in accordance with the
terms of the Securities and this Indenture.

Section 10.2 Maintenance of Office or Agency.

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

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

Section 10.3 Money for Securities Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it will, on or before each due date of the
principal of or any premium or

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interest on any of the Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum sufficient to pay the
principal and any premium and interest so becoming due until such sums shall be
paid to such Persons or otherwise disposed of as herein provided and will
promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for any
series of Securities, it will, prior to each due date of the principal of or any
premium or interest on any Securities of that series, deposit with a Paying
Agent a sum sufficient to pay such amount, such sum to be held as provided by
the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the
Company will promptly notify the Trustee of its action or failure so to act.

The Company will cause each Paying Agent for any series of
Securities other than the Trustee to execute and deliver to the Trustee an
instrument in which such Paying Agent shall agree with the Trustee, subject to
the provisions of this Section, that such Paying Agent will (i) comply with the
provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(ii) during the continuance of any default by the Company (or any other obligor
upon the Securities of that series) in the making of any payment in respect of
the Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

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

Any money deposited with the Trustee or any Paying Agent, or then
held by the Company, in trust for the payment of the principal of or any premium
or interest on any Security of any series and remaining unclaimed for two years
after such principal, premium or interest has become due and payable shall be
paid to the Company on Company Request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in New York, New York,
notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to the
Company.

Section 10.4 Statement by Officers as to Default.

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The Company will deliver to the Trustee, within 120 days after
the end of each fiscal year of the Company ending after the date hereof, an
Officers' Certificate, stating whether or not to the best knowledge of the
signers thereof the Company is in default in the performance and observance of
any of the terms, provisions and conditions of this Indenture (without regard to
any period of grace or requirement of notice provided hereunder) and, if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

Section 10.5 Existence.

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

Section 10.6 Restrictions on Secured Funded Debt.

The Company will not, nor will it permit any Restricted
Subsidiary to, incur, issue, assume, guarantee or create any Secured Funded
Debt, without effectively providing concurrently with the incurrence, issuance,
assumption, guaranty or creation of any such Secured Funded Debt that the
Outstanding Securities (together with, if the Company shall so determine, any
other Indebtedness of the Company or such Restricted Subsidiary then existing or
thereafter created which is not subordinated to the Outstanding Securities)
shall be secured equally and ratably with (or prior to) such Secured Funded
Debt, so long as such Secured Funded Debt shall be secured by a Lien, unless,
after giving effect thereto, the sum of the aggregate amount of all outstanding
Secured Funded Debt of the Company and its Restricted Subsidiaries together with
all Attributable Debt in respect of sale and leaseback transactions relating to
a Principal Property (with the exception of Attributable Debt which is excluded
pursuant to clauses (1) to (6) of Section 10.7), would not exceed 15% of
Consolidated Net Tangible Assets; provided, however, that this Section 10.6
shall not apply to, and there shall be excluded from Secured Funded Debt in any
computation under this Section 10.6, Funded Debt secured by:

(1) Liens on property, shares of capital stock or indebtedness
of any corporation existing at the time such corporation becomes a
Subsidiary;

(2) Liens on property, shares of capital stock or indebtedness
existing at the time of acquisition thereof or incurred within 180
days of the time of acquisition thereof (including, without
limitation, acquisition through merger or consolidation) by the
Company or any Restricted Subsidiary;

(3) Liens on property, shares of capital stock or indebtedness
hereafter acquired (or constructed) by the Company or any Restricted
Subsidiary and created prior to, at the

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time of, or within 270 days after such acquisition (including, without
limitation, acquisition through merger or consolidation) (or the completion of
such construction or commencement of commercial operation of such property,
whichever is later) to secure or provide for the payment of all or any part of
the purchase price (or the construction price) thereof;

(4) Liens in favor of the Company or any Restricted Subsidiary;

(5) Liens in favor of the United States of America, any State
thereof or the District of Columbia, or any agency, department or
other instrumentality thereof, to secure partial, progress, advance or
other payments pursuant to any contract or provisions of any statute;

(6) Liens incurred or assumed in connection with an issuance of
revenue bonds the interest on which is exempt from Federal income
taxation pursuant to Section 103(b) of the Internal Revenue Code of
1986, as amended;

(7) Liens securing the performance of any contract or
undertaking not directly or indirectly in connection with the
borrowing of money, the obtaining of advances or credit or the
securing of Funded Debt, if made and continuing in the ordinary course
of business;

(8) Liens incurred (no matter when created) in connection with
the Company's or a Restricted Subsidiary's engaging in leveraged or
single-investor lease transactions; provided, however, that the
instrument creating or evidencing any borrowings secured by such Lien
shall provide that such borrowings are payable solely out of the
income and proceeds of the property subject to such Lien and are not a
general obligation of the Company or such Restricted Subsidiary;

(9) Liens under workers' compensation laws, unemployment
insurance laws or similar legislation, or good faith deposits in
connection with bids, tenders, contracts or deposits to secure public
or statutory obligations of the Company or any Restricted Subsidiary,
or deposits of cash or obligations of the United States of America to
secure surety and appeal bonds to which the Company or any Restricted
Subsidiary is a party or in lieu of such bonds, or pledges or deposits
for similar purposes in the ordinary course of business, or Liens
imposed by law, such as laborers' or other employees', carriers',
warehousemen's, mechanics', materialmen's and vendors' Liens and Liens
arising out of judgments or awards against the Company or any
Restricted Subsidiary with respect to which the Company or such
Restricted Subsidiary at the time shall be prosecuting an appeal or
proceedings for review and with respect to which it shall have secured
a stay of execution pending such appeal or proceedings for review, or
Liens for taxes not yet subject to penalties for nonpayment or the
amount or validity of which is being in good faith contested by
appropriate proceedings by the Company or any Restricted Subsidiaries,
as the case may be, or minor survey exceptions, minor

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encumbrances, easements or reservations of, or rights of others for,
rights of way, sewers, electric lines, telegraph and telephone lines
and other similar purposes, or zoning or other restrictions or Liens
as to the use of real properties, which Liens, exceptions,
encumbrances, easements, reservations, rights and restrictions do not,
in the opinion of the Company, in the aggregate materially detract
from the value of said properties or materially impair their use in
the operation of the business of the Company and its Restricted
Subsidiaries;

(10) Liens incurred to finance all or any portion of the cost of
construction, alteration or repair of any Principal Property and
improvements thereto prior to or within 270 days after completion of
such construction, alteration or repair;

(11) Liens outstanding on the date of this Indenture; or

(12) any extension, renewal, refunding or replacement (or
successive extensions, renewals, refundings or replacements), as a
whole or in part, of any Lien referred to in the foregoing clauses (1)
to (10), inclusive; provided, however, that (i) such extension,
renewal, refunding or replacement Lien shall be limited to all or a
part of the same property that secured the Lien extended, renewed,
refunded or replaced (plus improvements on such property) and (ii) the
Funded Debt secured by such Lien at such time is not increased.

Section 10.7 Limitation on Sales and Leasebacks.

The Company will not, nor will it permit any Restricted
Subsidiary to, enter into any arrangement with any Person providing for the
leasing by the Company or any Restricted Subsidiary of any Principal Property of
the Company or any Restricted Subsidiary, which Principal Property has been or
is to be sold or transferred by the Company or such Restricted Subsidiary to
such Person (herein referred to as a "sale and leaseback transaction") unless,
after giving effect thereto, the aggregate amount of all Attributable Debt with
respect to all such sale and leaseback transactions plus all Secured Funded Debt
(with the exception of Funded Debt secured by liens which is excluded pursuant
to clauses (1) to (12) of Section 10.6) would not exceed 15% of Consolidated Net
Tangible Assets. This covenant shall not apply to, and there shall be excluded
from Attributable Debt in any computation under Section 10.6 or this Section
10.7, Attributable Debt with respect to, any sale and leaseback transaction if:

(1) the Company or a Restricted Subsidiary is permitted to
create Funded Debt secured by a Lien pursuant to clauses (1) to (12)
of Section 10.6 on the Principal Property to be leased, in an amount
equal to the Attributable Debt with respect to such sale and leaseback
transaction, without equally and ratably securing the Outstanding
Securities;

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(2) the Company or a Restricted Subsidiary, within 270 days
after the sale or transfer shall have been made by the Company or a
Restricted Subsidiary, shall apply an amount in cash equal to the
greater of (i) the net proceeds of the sale or transfer of the
Principal Property leased pursuant to such arrangement or (ii) the
fair market value of the Principal Property so leased at the time of
entering into such arrangement (as determined by the Chief Executive
Officer, the President, the Chief Financial Officer, the Treasurer or
the Controller of the Company) to the retirement of Secured Funded
Debt of the Company or any Restricted Subsidiary (other than Secured
Funded Debt owned by the Company or any Restricted Subsidiary);
provided, however, that no retirement referred to in this clause (2)
may be effected by payment at maturity or pursuant to any mandatory
sinking fund payment or any mandatory prepayment provision of Secured
Funded Debt);

(3) the Company or a Restricted Subsidiary applies the net
proceeds of the sale or transfer of the Principal Property leased
pursuant to such transaction to investment in another Principal
Property within 270 days prior or subsequent to such sale or transfer;
provided, however, that this exception shall apply only if such
proceeds invested in such other Principal Property shall not exceed
the total acquisition, repair, alteration and construction cost of the
Company or any Restricted Subsidiary in such other Principal Property
less amounts secured by any purchase money or construction mortgages
on such Principal Property;

(4) the effective date of any such arrangement is within 270
days of the acquisition of the Principal Property (including, without
limitation, acquisition by merger or consolidation) or the completion
of construction and commencement of operation thereof, whichever is
later;

(5) the lease in such sale and leaseback transaction is for a
term, including renewals, of not more than three years; or

(6) such sale and leaseback transaction is entered into between
the Company and a Restricted Subsidiary or between Restricted
Subsidiaries.

Section 10.8 Restrictions on Funded Debt of Restricted Subsidiaries.

The Company shall not permit any Restricted Subsidiary to incur,
issue, assume, guarantee or create any Funded Debt, unless after giving effect
thereto, the sum of the aggregate amount of all outstanding Funded Debt of the
Restricted Subsidiaries would not exceed 15% of Consolidated Net Tangible
Assets; provided, however, that this Section 10.8 shall not apply to, and there
shall be excluded from, Funded Debt in any computation under this Section 10.8,
(i) Funded Debt of any corporation existing at the time such corporation becomes
a Restricted Subsidiary and (ii) Indebtedness among the Company and its
Subsidiaries and Indebtedness between Subsidiaries; provided, further, that this
Section 10.8 shall not prohibit the incurrence

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of Indebtedness in connection with any extension, renewal, refinancing,
replacement or refunding (including successive extensions, renewals,
refinancings, replacements and refundings), in whole or in part, of any
Indebtedness of the Restricted Subsidiaries (provided that the principal amount
of such Indebtedness being extended, renewed, refinanced, replaced or refunded
is not increased) but any such Indebtedness shall be included in the computation
of Funded Debt under this Section 10.8

Section 10.9 Waiver of Certain Covenants.

The Company may omit in any particular instance to comply with
any term, provision or condition set forth in Sections 10.6 to 10.8, inclusive,
with respect to the Securities of any series if before the time for such
compliance the Holders of at least a majority in principal amount of the
Outstanding Securities of such series shall, by Act of such Holders, either
waive such compliance in such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall extend to or affect such
term, provision or condition except to the extent so expressly waived, and,
until such waiver shall become effective, the obligations of the Company and the
duties of the Trustee in respect of any such term, provision or condition shall
remain in full force and effect.

ARTICLE XI

Redemption of Securities

Section 11.1 Applicability of Article.

Securities of any series which are redeemable before their Stated
Maturity shall be redeemable in accordance with their terms and (except as
otherwise specified as contemplated by Section 3.1 for Securities of any series)
in accordance with this Article.

Section 11.2 Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Securities shall be
evidenced by a Board Resolution. In case of any redemption at the election of
the Company, the Company shall, at least 60 days, in the event of a redemption
of less than all the Securities of any series, or at least 45 days, in the event
of a redemption of all the Securities of any series, prior to the Redemption
Date fixed by the Company (unless a shorter notice shall be satisfactory to the
Trustee), notify the Trustee of such Redemption Date, of the principal amount of
Securities of such series to be redeemed and, if applicable, of the tenor of the
Securities to be redeemed. In the case of any redemption of Securities prior to
the expiration of any restriction on such redemption provided in the terms of
such Securities or elsewhere in this Indenture, the Company shall furnish the
Trustee with an Officers' Certificate evidencing compliance with such
restriction.

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Section 11.3 Selection by Trustee of Securities to Be Redeemed.

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

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

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

Section 11.4 Notice of Redemption.

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

All notices of redemption shall identify the Securities to be
redeemed (including, subject to Section 3.11, the CUSIP number) and shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding Securities of any series
are to be redeemed, the identification (and, in the case of partial
redemption of any Securities, the principal amounts) of the particular
Securities to be redeemed,

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

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

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

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

Section 11.5 Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 10.3) an amount of
money sufficient to pay the Redemption Price of, and (except if the Redemption
Date shall be an Interest Payment Date) accrued interest on, all the Securities
which are to be redeemed on that date.

Section 11.6 Securities Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the Redemption Price therein specified, and from and after such date
(unless the Company shall default in the payment of the Redemption Price and
accrued interest) such Securities shall cease to bear interest. Upon surrender
of any such Security for redemption in accordance with said notice, such
Security shall be paid by the Company at the Redemption Price, together with
accrued interest to the Redemption Date; provided, however, that, unless
otherwise specified as contemplated by Section 3.1, installments of interest
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Regular or Special
Record Dates according to their terms and the provisions of Section 3.7.

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

Section 11.7 Securities Redeemed in Part.

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

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and in exchange for the unredeemed portion of the principal of the Security so
surrendered. If a Book-Entry Security is so surrendered, such new Security so
issued shall be a new Book-Entry Security.

ARTICLE XII

Sinking Funds

Section 12.1 Applicability of Article.

The provisions of this Article shall be applicable to any sinking
fund for the retirement of Securities of a series except as otherwise specified
as contemplated by Section 3.1 for Securities of such series.

The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a "mandatory
sinking fund payment," and any payment in excess of such minimum amount provided
for by the terms of Securities of any series is herein referred to as an
"optional sinking fund payment." If provided for by the terms of Securities of
any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 12.2. Each sinking fund payment shall be
applied to the redemption of Securities of any series as provided for by the
terms of Securities of such series.

Section 12.2 Satisfaction of Sinking Fund Payments with Securities.

The Company (1) may deliver Outstanding Securities of a series
(other than any previously called for redemption) and (2) may apply as a credit
Securities of a series which have been redeemed either at the election of the
Company pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
series; provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at the
Redemption Price specified in such Securities for redemption through operation
of the sinking fund and the amount of such sinking fund payment shall be reduced
accordingly.

Section 12.3 Redemption of Securities for Sinking Fund.

Not less than 60 days prior to each sinking fund payment date for
any series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series

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pursuant to Section 12.2 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 45 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 11.3 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 11.4. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.6 and 11.7.

ARTICLE XIII

Defeasance and Covenant Defeasance

Section 13.1 Applicability of Article; Company's Option to Effect Defeasance
or Covenant Defeasance.

If pursuant to Section 3.1 provision is made for either or both
of (a) defeasance of the Securities of a series under Section 13.2 or (b)
covenant defeasance of the Securities of a series under Section 13.3, then the
provisions of such Section or Sections, as the case may be, together with the
other provisions of this Article XIII, shall be applicable to the Securities of
such series, and the Company may at its option by Board Resolution, at any time,
with respect to the Securities of such series, elect to have either Section 13.2
(if applicable) or Section 13.3 (if applicable) be applied to the Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article XIII.

Section 13.2 Defeasance and Discharge.

Upon the Company's exercise of the above option applicable to
this Section, the Company shall be deemed to have been discharged from its
obligations with respect to the Outstanding Securities of such series on and
after the date the conditions precedent set forth below are satisfied
(hereinafter, "defeasance"). For this purpose, such defeasance means that the
Company shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and to have satisfied
all its other obligations under such Securities and this Indenture insofar as
such Securities are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following which shall survive until otherwise terminated or discharged
thereunder: (A) the rights of Holders of Outstanding Securities of such series
to receive, solely from the trust fund described in Section 13.4 as more fully
set forth in such Section, payments of the principal of (and premium and
interest, if any, on) such Securities when such payments are due, (B) the
Company's obligations with respect to such Securities under Sections 3.4, 3.5,
3.6, 10.2 and 10.3 and such obligations as shall be ancillary thereto, (C) the
rights, powers, trusts, duties, immunities and other provisions in respect of
the Trustee or any Authenticating Agent hereunder and (D) this Article XIII.
Subject to compliance with this Article XIII, the Company may

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exercise its option under this Section 13.2 notwithstanding the prior exercise
of its option under Section 13.3 with respect to the Securities of such series.

Section 13.3 Covenant Defeasance.

Upon the Company's exercise of the above option applicable to
this Section, the Company shall be released from its obligations under Sections
8.1, 10.6, 10.7 and 10.8 (and any covenant applicable to such Securities that
are determined pursuant to Section 3.1 to be subject to this provision) and the
occurrence of an event specified in Section 5.1(4) (with respect to any of
Sections 8.1, 10.6, 10.7 or 10.8) (and any other Event of Default applicable to
such Securities that are determined pursuant to Section 3.1 to be subject to
this provision) shall not be deemed to be an Event of Default with respect to
the Outstanding Securities of such series on and after the date the conditions
set forth below are satisfied (hereinafter, "covenant defeasance"). For this
purpose, such covenant defeasance means that, with respect to the Outstanding
Securities of such series, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
Section or clause whether directly or indirectly by reason of any reference
elsewhere herein to any such Section or clause or by reason of any reference in
any such Section or clause to any other provision herein or in any other
document, but the remainder of this Indenture and such Securities shall be
unaffected thereby.

Section 13.4 Conditions to Defeasance or Covenant Defeasance.

The following shall be the conditions precedent to application of
either Section 13.2 or Section 13.3 to the Outstanding Securities of such
series:

(1) The Company shall irrevocably have deposited or caused to be
deposited with the Trustee (or another trustee satisfying the
requirements of Section 6.9 who shall agree to comply with the
provisions of this Article XIII applicable to it) as trust funds in
trust for the purpose of making the following payments, specifically
pledged as security for, and dedicated solely to, the benefit of the
Holders of such Securities, (A) money in an amount, or (B) U.S.
Government Obligations which through the scheduled payment of
principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any
payment, money in an amount, or (C) a combination thereof, sufficient,
without reinvestment, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification
thereof delivered to the Trustee, to pay and discharge, and which
shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, the principal of (and premium and interest, if any on)
the Outstanding Securities of such series on the Maturity of such
principal, or premium and interest, if any. Before such a deposit the
Company may make arrangements satisfactory to the Trustee for the
redemption of Securities at a future date or dates in accordance with
Article XI, which shall be given effect in applying the foregoing. For
this purpose, "U.S. Government Obligations" means securities that are
(x) direct obligations of the United States of America for the payment
of which its full

64
<PAGE> 74

faith and credit is pledged or (y) obligations of a Person controlled
or supervised by and acting as an agency or instrumentality of the
United States of America the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States
of America, which, in either case, are not callable or redeemable at
the option of the issuer thereof, and shall also include a depository
receipt issued by a bank (as defined in section 3(a) (2) of the
Securities Act of 1933, as amended) as custodian with respect to any
such U.S. Government Obligation or a specific payment of principal of
or interest on any such U.S. Government Obligation held by such
custodian for the account of the holder of such depository receipt,
provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder
of such depositary receipt from any amount received by the custodian
in respect of the U.S. Government Obligation or the specific payment
of principal of or interest on the U.S. Government Obligation
evidenced by such depositary receipt.

(2) No Event of Default or event which with notice or lapse of
time or both would become an Event of Default with respect to the
Securities of such series shall have occurred and be continuing (A) on
the date of such deposit or (B) insofar as subsections 5.1(5) and
5.1(6) are concerned, at any time during the period ending on the
121st day after the date of such deposit or, if longer, ending on the
day following the expiration of the longest preference period
applicable to the Company in respect of such deposit (it being
understood that the condition in this condition shall not be deemed
satisfied until the expiration of such period).

(3) Such defeasance or covenant defeasance shall not (A) cause
the Trustee for the Securities of such series to have a conflicting
interest as defined in Section 6.8 or for purposes of the Trust
Indenture Act with respect to any securities of the Company or (B)
result in the trust arising from such deposit to constitute, unless it
is qualified as, a regulated investment company under the Investment
Company Act of 1940, as amended.

(4) Such defeasance or covenant defeasance shall not result in a
breach or violation of, or constitute a default under, this Indenture
or any other agreement or instrument to which the Company is a party
or by which it is bound.

(5) In the case of an election under Section 13.2, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that
(x) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (y) since the date of this
Indenture there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of the Outstanding Securities of such
series will not recognize income, gain or loss for Federal income tax
purposes as a result of such defeasance and will be subject to Federal
income tax on the same amounts, in the same manner and at the same
times as would have been the case if such defeasance had not occurred.

65
<PAGE> 75

(6) In the case of an election under Section 13.3, the Company
shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of the Outstanding Securities of such series
will not recognize income, gain or loss for Federal income tax
purposes as a result of such covenant defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at
the same times as would have been the case if such covenant defeasance
had not occurred.

(7) Such defeasance or covenant defeasance shall be effected in
compliance with any additional terms, conditions or limitations which
may be imposed on the Company in connection therewith pursuant to
Section 3.1.

(8) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent provided for relating to either the defeasance
under Section 13.2 or the covenant defeasance under Section 13.3 (as
the case may be) have been complied with.

Section 13.5 Deposited Money and U.S. Government Obligations
to be Held in Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 10.3,
all money and U.S. Government Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee -- collectively, for
purposes of this Section 13.5, the "Trustee") pursuant to Section 13.4 in
respect of the Outstanding Securities of such series shall be held in trust and
applied by the Trustee, in accordance with the provisions of such Securities and
this Indenture, to the payment, either directly or through any Paying Agent (but
not including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the money or U.S. Government
Obligations deposited pursuant to Section 13.4 or the principal and interest
received in respect thereof.

Anything herein to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 13.4
which, in the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required to be
deposited to effect an equivalent defeasance or covenant defeasance.

Section 13.6 Reinstatement.

66
<PAGE> 76

If the Trustee or the Paying Agent is unable to apply any money
in accordance with Section 13.2 or 13.3 by reason of any order or judgment or
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company's obligations under the
Securities of such series shall be revived and reinstated as though no deposit
had occurred pursuant to this Article XIII until such time as the Trustee or
Paying Agent is permitted to apply all such money in accordance with Section
13.2 or 13.3; provided, however, that if the Company makes any payment of
principal of (and premium, if any) or interest on any such Security following
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Securities to receive such payment from the money
held by the Trustee or the Paying Agent.

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

_____________________

67
<PAGE> 77
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
to be duly executed, and their respective corporate seals to be hereunto
affixed and attested, all as of the day and year first above written.

BRIGGS & STRATTON CORPORATION

By:_______________________________
Name:_____________________________
Title:____________________________
Attest:

_______________________

BANK ONE, COLUMBUS, N.A.
As Trustee

By:______________________________
Name:_____________________________
Title:____________________________

Attest:

_______________________

68
<PAGE> 78
STATE OF WISCONSIN )
) ss.:
COUNTY OF [______] )

On the ___ day of _________, ____, before me personally came [________]
to me known, who, being by me duly sworn, did depose and say that he is
the [________] of Briggs & Stratton Corporation, one of the corporations
described in and which executed the foregoing instrument; that he knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by authority of the Board of Directors
of said corporation, and that he signed his name thereto by like authority.

____________________________________

STATE OF [________________] )
) ss.:
COUNTY OF [_______________] )

On the ____ day of __________, ____, before me personally came
[_________________], to me known, who, being by me duly sworn, did depose and
say that he is the [________________] of Bank One, Columbus, N.A., one of the
corporations described in and which executed the foregoing instrument; that he
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.

____________________________________

<PAGE> 1
Exhibit 5

[Briggs & Stratton Corporation Letterhead]

April 16, 1997

Briggs & Stratton Corporation
12301 West Wirth Street
Wauwatosa, Wisconsin 53222

Ladies and Gentlemen:

I am General Counsel of Briggs & Stratton Corporation, a Wisconsin corporation
(the "Company"), and have advised the Company in connection with the proposed
sale of up to $175,000,000 principal amount of the Company's Debt Securities
(the "Securities"). The Securities are to be issued under an Indenture (the
"Indenture") between the Company and Bank One, Columbus, N.A., as Trustee (the
"Trustee"), with certain terms of the Securities to be established by certain
officers of the Company who have been authorized by its Board of Directors to
do so, as part of the corporate action taken and to be taken (the "Corporate
Proceedings") relating to the issuance of the Securities. I, or members of my
staff, have examined or are otherwise familiar with the Articles of
Incorporation of the Company, the Bylaws of the Company, the Registration
Statement on Form S-3 (the "Registration Statement") pursuant to which the
Securities are to be registered under the Securities Act of 1933, as amended,
the Corporate Proceedings and such other documents, records, and instruments as
I have deemed necessary for the purposes of this opinion.

Based on the foregoing, I am of the opinion that, upon its proper execution by
all required signatories, the Indenture shall be a valid and binding instrument
and that, upon the completion of the Corporate Proceedings and the
authentication, issuance, sale and delivery of the Securities, the Securities
shall be legal, valid and binding obligations of the Company, entitled to the
benefits of the Indenture, including such terms as are established pursuant to
the Corporate Proceedings, in accordance with the respective terms thereof
(subject, as to enforcement of remedies,
<PAGE> 2
[BRIGGS & STRATTON CORPORATION LETTERHEAD]

April 16, 1997
Page 2

to applicable bankruptcy, reorganization, insolvency, moratorium or other laws
affecting creditors' rights generally from time to time in effect and the
general principles of equity). I hereby consent to the filing of this opinion as
an Exhibit to the Registration Statement and to being named in the prospectus
supplement under the caption "Legal Matters" with respect to the matters stated
therein.

Sincerely,

/s/ Thomas R. Savage

Thomas R. Savage

<PAGE> 1

EXHIBIT 12

BRIGGS & STRATTON CORPORATION
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(dollars in millions)

Fiscal Year
Six Months Ended ------------------------------------
December 29,1996 1996 1995 1994 1993 1992
---------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Net Income $ 11 $ 92 $104 $ 70 $ 70 $ 51

Add:
Interest 4 10 9 9 11 11
Income tax expense and other taxes on income 7 57 66 67 44 29
Fixed charges of unconsolidated subsidiaries - 1 1 - 1 1
Cumulative effect of changes in accounting
principles (net of tax) - - - 33 - -
---------------- ------------------------------------
Earnings as defined $ 22 $160 $180 $179 $126 $ 92
================ ====================================

Interest 4 10 9 9 11 11
Fixed charges of unconsolidated subsidiaries - 1 1 - 1 1
---------------- ------------------------------------
Fixed Charges as defined $ 4 $ 11 $ 10 $ 9 $ 12 $ 12
================ ====================================
---------------- ------------------------------------
Ratio of earnings to fixed charges 5.5X 14.5X 18.0X 19.9X 10.5X 7.7X
================ ====================================
</TABLE>

<PAGE> 1
Exhibit 23(a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the inclusion and
incorporation by reference in this registration statement of our report dated
August 7, 1996 incorporated by reference in Briggs & Stratton Corporation's
Form 10-K for the year ended June 30, 1996 and to all references to our Firm
included in this registration statement.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
April 14, 1997

<PAGE> 1
Exhibit 25

Registration No.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF
1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

BANK ONE, COLUMBUS, N.A.

Not Applicable 31-4148768
(State of Incorporation (I.R.S. Employer
if not a national bank) Identification No.)

100 East Broad Street 43271-0181
Columbus, Ohio (Zip Code)
(Address of trustee's
principal executive offices)

Jeff Eubank
c/o Bank One Trust Company, NA
100 East Broad Street
Columbus, Ohio 43271-0181
(614) 248-5646
(Name, address and telephone number of agent for service)

BRIGGS & STRATTON CORPORATION
(Exact name of obligor as specified in its charter)

Wisconsin 39-0182330
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification No.)

12301 West Wirth Street
Wauwatosa, Wisconsin 53222-2110
(Address of principal executive (Zip Code)
offices)

<PAGE> 2

BRIGGS & STRATTON CORPORATION NOTES DUE SEPTEMBER 15, 2002 AND
SEPTEMBER 15, 2007

(Title of the Indenture securities)

GENERAL

1. GENERAL INFORMATION.
FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

(a) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO
WHICH IT IS SUBJECT.

Comptroller of the Currency, Washington, D.C.

Federal Reserve Bank of Cleveland, Cleveland, Ohio

Federal Deposit Insurance Corporation, Washington, D.C.

The Board of Governors of the Federal Reserve System,
Washington, D.C.

(b) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

The trustee is authorized to exercise corporate trust powers.

2. AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS.
IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

The obligor is not an affiliate of the trustee.

16. LIST OF EXHIBITS
LIST BELOW ALL EXHIBITS FILED AS A PART OF THIS STATEMENT OF
ELIGIBILITY AND QUALIFICATION. (EXHIBITS IDENTIFIED IN PARENTHESES,
ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS
EXHIBITS HERETO.)

(Exhibit 1 - A copy of the Articles of Association of the trustee as now in
effect, see Exhibit 1 to Form T-1, filed in connection with Form S-3 relating
to Wheeling-Pittsburgh Corporation 9 3/8% Senior Notes due 2003, Securities and
Exchange Commission File No. 33-50709.)

(Exhibit 2 - A copy of the Certificate of Authority of the trustee to commence
business, see Exhibit 2 to Form T-1, filed in connection with Form S-3 relating
to Wheeling-Pittsburgh Corporation 9 3/8% Senior Notes due 2003,
Securities and Exchange Commission File No. 33-50709.)

<PAGE> 3

(Exhibit 3 - A copy of the Authorization of the trustee to exercise corporate
trust powers, see Exhibit 3 to Form T-1, filed in connection with Form S-3
relating to Wheeling-Pittsburgh Corporation 9 3/8% Senior Notes due 2003,
Securities and Exchange Commission File No. 33-50709.)

(Exhibit 4 - A copy of the Bylaws of the trustee as now in effect, see Exhibit
4 to Form T-1, filed in connection with Form S-3 relating to
Wheeling-Pittsburgh Corporation 9 3/8% Senior Notes due 2003, Securities and
Exchange Commission File No. 33-50709.)

Exhibit 5 - Not applicable.

Exhibit 6 - The consent of the trustee required by Section 321(b) of the Trust
Indenture Act of 1939, as amended.

(Exhibit 7 - A copy of the Report of Condition of the trustee as of the
close of business on December 31, 1996, published pursuant to the requirements
of the Comptroller of the Currency, see Exhibit 7 to Form T-1, filed in
connection with Form S-3 relating to Evans Withycombe Residential, L.P. 7 1/2%
Notes due 2004 and 7 5/8% Notes due 2007, Securities and Exchange Commission
File No. 333-19879.)

Exhibit 8 - Not applicable.

Exhibit 9 - Not applicable.

Items 3 through 15 are not answered pursuant to General Instruction B which
requires responses to Item 1, 2 and 16 only, if the obligor is not in default.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the Trustee, Bank One, Columbus, NA, a national banking association
organized under the National Banking Act, has duly caused this statement of
eligibility and qualification to be signed on its behalf by the undersigned,
thereunto duly authorized, all in Columbus, Ohio, on April 10, 1997.

Bank One, Columbus, NA

By: /s/ Jeffery L. Eubank
-----------------------------
Jeffery L. Eubank
Authorized Signer

<PAGE> 4

EXHIBIT 6

Securities and Exchange Commission
Washington, D.C. 20549

CONSENT

The undersigned, designated to act as Trustee under the Indenture for Briggs &
Stratton Corporation described in the attached Statement of Eligibility and
Qualification, does hereby consent that reports of examinations by Federal,
State, Territorial, or District Authorities may be furnished by such
authorities to the Commission upon the request of the Commission.

This Consent is given pursuant to the provision of Section 321(b) of the Trust
Indenture Act of 1939, as amended.

Bank One, Columbus, NA

Dated: April 10, 1997 BY: /s/ Jeffery L. Eubank
------------------------
Jeffery L. Eubank
Authorized Signer