HARSCO CORP, S-3, 1994-12-15

HARSCO CORP
S-3, 1994-12-15
FABRICATED STRUCTURAL METAL PRODUCTS

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Registration No. 33-

Securities and Exchange Commission
Washington, D.C. 20549
____________________

FORM S-3
Registration Statement
Under the Securities Act of 1933
____________________

HARSCO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 23-1483991
(State or other (I.R.S.
jurisdiction of Employer
incorporation or Identification
organization) No.)

P.O. Box 8888
Camp Hill, Pennsylvania 17001-8888
(717) 763-7064
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)

Paul C. Coppock
Senior Vice President, Chief Administrative Officer,
General Counsel and Secretary
and
Harsco Corporation
P.O. Box 8888
Camp Hill, Pennsylvania 17001-8888
(717) 763-7064
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Thomas C. Russler, Esq.
Mudge Rose Guthrie Alexander & Ferdon
180 Maiden Lane
New York, New York 10038
(212) 510-7000

Approximate date of commencement of proposed sale to
the public: From time to time after the effectiveness
of the registration statement as determined in light
of market conditions and other factors.
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]

<TABLE>

Calculation of Registration Fee

Proposed Proposed
Title of each maximum maximum
class of offering aggregate Amount of
securities Amount price offering regis-
to be to be per price tration
registered registered unit(1) (1) fee

Primary
Offering: (2)

Debt
Securities
(3)

Preferred
Stock,
$1.25
par
value

Common
Stock,
$1.25
par
value $200,000,000 100%(4) $200,000,000(4) $68,965.52

Secondary
Offering:

Common
Stock,
$1.25
par
value 300,297 shares $39.31(5) $11,804,675.07(5) $4,070.58

<FN>
(1) Exclusive of accrued interest and dividends, if any.
(2) There are also being registered hereunder in the Primary Offering (i)
contingent share purchase rights attached to and evidenced by the Common Stock
and (ii) an indeterminate number of shares as may be issued upon conversion of
Debt Securities or Preferred Stock for which, in each case, no separate
consideration will be received.
(3) If any Debt Securities are issued (i) with a principal amount denominated
in a foreign currency, such principal amount as shall result in an aggregate
initial offering price of up to $200,000,000 at the time of initial offering,
or (ii) at an original issue discount, such greater principal amount as shall
result in an aggregate initial offering price of up to $200,000,000.
(4) Estimated solely for the purpose of determining the registration fee.
(5) Estimated solely for the purpose of determining the registration fee on
the basis of the average of the high and low prices of the Common Stock on the
New York Stock Exchange Composite Tape on December 12, 1994.
</FN>
__________
</TABLE>

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.
====================================================
[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 December 15, 1994

<PAGE>
PROSPECTUS

Harsco Corporation
Debt Securities, Preferred Stock and Common Stock

Harsco Corporation (the "Company") may offer from
time to time in one or more series, together or
separately, as shall be designated by the Company (i)
debt securities (the "Debt Securities") which may be
either senior debt securities (the "Senior Debt
Securities") or subordinated debt securities (the
"Subordinated Debt Securities") which, in the case of
Subordinated Debt Securities, may be convertible into
the Company's Common Stock, $1.25 par value (the
"Common Stock"), (ii) shares of its preferred stock,
$1.25 par value (the "Preferred Stock"), and (iii)
shares of its Common Stock. In addition, 300,297
shares of Common Stock offered hereby are being sold
by certain shareholders of the Company (the "Selling
Shareholders"). See "Selling Shareholders" and "Plan
of Distribution". The Debt Securities, Preferred Stock
and Common Stock (including the shares offered by the
Selling Shareholders) are collectively called the
"Securities." The Securities may be offered in
amounts, at prices and on terms to be determined at
the time of offering; provided, however, that the
aggregate initial public offering price of all
Securities offered by the Company shall not exceed
$200,000,000 (or its equivalent, based on the
applicable exchange rate at the time of sale, in one
or more foreign currencies, currency units or
composite currencies). Certain specific terms of the
particular Securities in respect of which this
Prospectus is being delivered will be set forth in the
accompanying Prospectus Supplement (the "Prospectus
Supplement"), including where applicable, in the case
of Debt Securities: the specific title, aggregate
principal amount, denomination, maturity, premium, if
any, interest rate (which may be fixed, floating or
adjustable), the time and method of calculating
payment of interest, if any, the place or places where
principal of (and premium, if any) and interest, if
any, on such Debt Securities will be payable, the
currency in which principal of (and premium, if any)
and interest, if any, on such Debt Securities shall be
payable, any terms of redemption at the option of the
Company or the holder of such Debt Securities (a
"Holder"), any sinking fund provisions, terms for any
conversion or exchange into other securities, the
initial public offering price and other special terms;
and, in the case of Preferred Stock, the specific
title, the aggregate amount, any dividends (including
the method of calculating payment of such dividends),
liquidation, redemption, any voting and other rights,
terms for any conversion or exchange into other
securities, the initial public offering price and any
other special terms. The Senior Debt Securities when
issued will rank on a parity with all other unsecured
and unsubordinated indebtedness of the Company. The
Subordinated Debt Securities when issued will be
unsecured and subordinated to all present and future
Senior Indebtedness (as hereinafter defined) of the
Company. If so specified in the applicable Prospectus
Supplement, Debt Securities of a series may be issued
in whole or in part in the form of one or more
temporary or permanent global Securities. The
Company's Common Stock is listed on the New York Stock
Exchange and the Pacific Stock Exchange. Any Common
Stock sold pursuant to a Prospectus Supplement will be
listed on such exchanges, subject to official notice
of issuance.

The Prospectus Supplement may contain information
concerning certain United States federal income tax
considerations, if applicable to the Securities
offered.

The Securities will be sold directly, through
agents, underwriters or dealers as designated from
time to time, or through a combination of such
methods. If agents of the Company or the Selling
Shareholders or any dealers or underwriters are
involved in the sale of the Securities in respect of
which this Prospectus is being delivered, the names of
such agents, dealers or underwriters and any
applicable commissions or discounts will be set forth
in or may be calculated from the Prospectus Supplement
with respect to such Securities. The Company will not
receive any of the proceeds from the sale of the
shares by the Selling Shareholders.
_________________________

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. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Prospectus is __________, 199__.

No person is authorized in connection with the
offering made hereby to give any information or to
make any representation not contained or incorporated
by reference in this Prospectus or any Prospectus
Supplement and, if given or made, such information or
representation must not be relied upon as having been
authorized by the Company or any underwriter. This
Prospectus or any Prospectus Supplement does not
constitute an offer of any securities other than the
securities to which it relates, or an offer to any
person in any jurisdiction where such offer would be
unlawful. Neither the delivery of this Prospectus and
any Prospectus Supplement nor any sale made hereunder
shall, under any circumstances, create any implication
that there has not been any change in the affairs of
the Company or its subsidiaries since the date of the
Prospectus Supplement.

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 may be inspected and
copied at the public reference facilities maintained
by the Commission at 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549, and at the following
Regional Offices of the Commission: 7 World Trade
Center, New York, New York 10048; and 500 West Madison
Street, Chicago, Illinois 60661-2511. Copies of the
above-referenced materials may be obtained from the
Public Reference Section of the Commission, at 450
Fifth Street, N.W., Washington, D.C. 20549 at
prescribed rates. Such reports, proxy statements and
other information concerning the Company may also be
inspected at the offices of the following exchanges on
which the Common Stock of the Company is listed: the
New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005; and the Pacific Stock Exchange
Incorporated, 301 Pine Street, San Francisco,
California 94104.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed with the Commission
(File No. 1-3970) pursuant to the Exchange Act are
incorporated herein by reference:

1. The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993;

2. The Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1994, June 30, 1994, and
September 30, 1994; and

3. The Company's Current Report on Form 8-K dated
January 28, 1994, as amended by its Form 8-K/A dated
April 14, 1994, and the Company's Current Report on

Form 8-K dated August 16, 1994.

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,
shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the date
of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be
incorporated by reference herein shall 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 is deemed to
be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
Prospectus. The Company will provide without charge to
each person to whom a copy of this Prospectus is
delivered, upon written or oral request, a copy of any
and all of the documents incorporated by reference
herein, other than exhibits to such documents unless
such exhibits are specifically incorporated by
reference into such documents. Any such request may be
directed to the Secretary, Harsco Corporation, P.O.
Box 8888, Camp Hill, Pennsylvania 17001-8888,
telephone, (717) 763-7064.

THE COMPANY

General

Harsco Corporation (hereinafter referred to as the
"Company"), a diversified international manufacturing
and service company, conducts its business through 10
divisions and has 16 varied classes of products and
services, principally for industrial, commercial,
construction and defense applications. The Company's
operations are organized into the following three
Operating Groups:

(i) Metal Reclamation and Mill Services Group,
which consists of the Heckett MultiServ Division, the
world leader in providing specialized steel mill
services at over 130 steel mills in 27 countries;

(ii) Infrastructure, Construction and
Transportation Group, which is composed of these five
Divisions: BMY-Wheeled Vehicles (school buses);
Fairmont Tamper (railway maintenance equipment); IKG
Industries (industrial grating products); Patent
Construction Systems (scaffolding, shoring and forming
equipment); and Reed Minerals (roofing granules and
slag abrasives); and

(iii) Process Industry Products Group, which
includes these four Divisions: Capitol Manufacturing
(industrial pipe fittings); Patterson-Kelley (process
equipment); Sherwood (valves and regulators); and
Taylor-Wharton Gas Equipment (gas containment
equipment).

Harsco has over 175 major facilities in 30
countries, including the United States. Harsco also
holds a 40% ownership in United Defense, L.P., a $1.0
billion joint venture with FMC Corporation, which
principally manufactures ground combat vehicles for
the U.S. and international governments.

The principal executive offices of the Company
are located at 350 Poplar Church Road, Wormleysburg,
Pennsylvania. The Company's mailing address is P.O.
Box 8888, Camp Hill, Pennsylvania 17001-8888 and its
telephone number is (717) 763-7064.

<TABLE>
CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

<CAPTION>
Nine Months
ended
September 30, Year ended December 31,
----------------------------------------------
1994 1993 1992 1991 1990 1989
----- ----- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C> <C>
Consolidated
ratio
of
earnings
to
fixed
charges (1)(2) 4.40 6.72 7.24 6.04 6.25 2.04

<FN>
________________________

(1) No shares of the Company's Preferred Stock were outstanding during the
periods presented; therefore, the consolidated ratio of earnings to combined
fixed charges and preferred stock dividends for such periods were the same as
the consolidated ratio of earnings to fixed charges.

(2) "Fixed charges" represent interest expense, capitalized interest and
the portion of rental expense representing the interest factor for continuing
operations. "Earnings" represent the aggregate of income from continuing
operations before extraordinary items (excluding undistributed earnings of
unconsolidated entities), income taxes, net adjustments for capitalized
interest and fixed charges deducted from earnings.
</FN>
</TABLE>

USE OF PROCEEDS

The net proceeds from the sale of the Securities
offered by the Company will be added to the working
capital of the Company and will be used for general
corporate purposes, which may include the repayment of
short-term and/or long-term indebtedness, the
financing of a portion of the Company's capital
expenditure programs, the acquisition of operating
companies and the repurchase of shares of the
Company's Common Stock. Pending the utilization of the
proceeds, the Company may invest all or part of such
proceeds in short-term government securities or money
market instruments. The Company will not receive any
proceeds from the sale of any shares of Common Stock
offered by the Selling Shareholders.

The Company may engage in further public or
private financings of a character and amount to be
determined to provide additional funds which may be
required for any of the purposes discussed above.

DESCRIPTION OF THE DEBT SECURITIES

Senior Debt Securities may be issued from time to
time in one or more series under an Indenture, dated
as of May 1, 1985, as amended by the First
Supplemental Indenture (as so amended, the "Senior
Indenture"), to be entered into by the Company and
Chemical Bank, as Trustee (the "Senior Trustee").
Subordinated Debt Securities may be issued from time
to time in one or more series under an indenture (the
"Subordinated Indenture") to be entered into between
the Company and Chemical Bank, as Trustee (the
"Subordinated Trustee"). The Senior Indenture and the
Subordinated Indenture are sometimes referred to
collectively as the "Indentures," and the Senior
Trustee and the Subordinated Trustee are sometimes
referred to collectively as the "Trustees." As used
under this caption, unless the context otherwise
requires, "debt securities" in lower case shall mean
all debt securities issued or issuable, as the case
may be, under the respective Indentures, and "Debt
Securities" with initial capital letters shall mean
the Debt Securities covered by this Prospectus and any
Prospectus Supplement. The statements under this
caption are brief summaries of certain provisions
contained in the Indentures, do not purport to be
complete and are qualified in their entirety by
reference to the Indentures, including the definition
therein of certain terms, copies of which are filed as
exhibits to the Registration Statement, as amended, of
which this Prospectus is a part.

Whenever particular provisions or defined terms
in the Indentures are referred to therein, such
provisions or defined terms are incorporated by
reference herein. Section and Article references used
herein are references to provisions of both the Senior
Indenture and Subordinated Indenture unless otherwise
noted.

General

Each Indenture provides for the issuance of debt
securities in one or more series, and does not limit
the principal amount of debt securities that may be
issued thereunder.

Reference is made to the Prospectus Supplement
for the following terms of the Debt Securities being
offered hereby: (1) the specific title of the Debt
Securities; (2) whether the Debt Securities are Senior
Debt Securities or Subordinated Debt Securities; (3)
the aggregate principal amount of the Debt Securities;
(4) the denominations in which the Debt Securities are
authorized to be issued; (5) the date or dates on
which the Debt Securities will mature; (6) the rate or
rates per annum or the method for determining such
rate or rates, if any, at which the Debt Securities
will bear interest; (7) the times at which any such
interest will be payable; (8) the place or places at
which the Company will make payments of principal (and
premium, if any) and interest, if any, and the method
of such payment; (9) the foreign currency or units of
two or more of such foreign currencies in which the
Debt Securities are denominated, if other than United
States dollars, and the currency in which interest is
payable if other than the currency in which the Debt
Securities are denominated; (10) any provisions
relating to optional or mandatory redemption of the
Debt Securities; (11) any sinking fund provisions;
(12) the ability of the Company to discharge or
defease its obligations with respect to the Debt
Securities by depositing cash funds or Government
Obligations or U.S. Government Securities (each as
hereinafter defined) with the Trustee; (13) the
initial public offering price of the Debt Securities;
(14) whether the Debt Securities will be issued in
whole or in part in the form of one or more global
Debt Securities and, in such case, the depository for
such Debt Security or Debt Securities; (15) the person
to whom any interest on a Debt Security of such series
will be payable, if other than the person in whose
name that Debt Security is registered at the close of
business on the regular record date for such interest;
(16) the extent to which, or the manner in which, any
interest payable on a global Debt Security on an
interest payment date will be paid; (17) with respect
to the Subordinated Debt Securities only, whether such
Securities will be convertible into or exchangeable
for Common Stock or any other shares of the capital
stock or securities of the Company and, if so, the
terms and conditions upon which such conversion will
be effected including the initial conversion price or
rate and the conversion period; (18) any additional
covenants and Events of Default and the remedies with
respect thereto not currently set forth in the
respective Indenture; and (19) any other specific
terms of the Debt Securities.

If the principal of, premium, if any, or interest
on Debt Securities of any series are payable in a
foreign or composite currency, or if any index or
formula is used to determine the amount of payment of
principal of, premium, if any, or interest on any
series of Debt Securities, any specific federal income
tax, accounting and other considerations applicable
thereto will be described in the Prospectus Supplement
relating to that series.

One or more series of Debt Securities may be sold
at a substantial discount below its or their stated
principal amount, bearing no interest or interest at a
rate that at the time of issuance is below market
rate. Federal income tax consequences and other
special considerations applicable to any such series
will be described in the Prospectus Supplement
relating thereto.

Subordinated Debt Securities

Subordination. The obligations of the Company
pursuant to the Subordinated Debt Securities will be
subordinate in right of payment, to the extent set
forth in the Subordinated Indenture, to all Senior
Indebtedness of the Company. (Subordinated
Indenture Article XIV). Upon the maturity of principal
of any Senior Indebtedness by lapse of time,
acceleration or otherwise, no payments, including
sinking fund payments, may be made on the Subordinated
Debt Securities and no Subordinated Debt Securities
may be acquired until all principal of and premium, if
any, and interest on all such matured Senior
Indebtedness shall have been paid in full.
(Subordinated Indenture Section 1403). "Senior
Indebtedness" of the Company is defined to mean the
principal of and premium, if any, and interest on the
indebtedness (other than the Subordinated Debt
Securities) of the Company, whether outstanding on the
date of the Subordinated Indenture or thereafter
created, incurred, assumed or guaranteed to others,
(a) for money borrowed from or guaranteed to others,
(b) under promissory notes or debentures, bonds or
other instruments of indebtedness issued under the
provisions of or pursuant to an indenture, agreement,
or similar instrument, or (c) for the payment of money
relating to the lease of any property, which lease may
be capitalized on the consolidated balance sheet of
the Company and its Subsidiaries in accordance with
generally accepted accounting principles as in effect
from time to time and, in each such case, all
renewals, extensions, refundings, amendments or
modifications thereof; unless, in each case, by the
terms of the instrument creating or evidencing the
indebtedness it is provided that such indebtedness is
not superior in right of payment to the Subordinated
Debt Securities. (Subordinated Indenture Section 101).
The Subordinated Indenture does not limit the
aggregate amount of Senior Indebtedness that may be
issued. As of October 31, 1994, Senior Indebtedness of
the Company aggregated approximately $431,745,000.

Conversion of Subordinated Debt. The applicable
Prospectus Supplement will provide whether the
Subordinated Debt Securities of a series will be
convertible and, if so, the initial conversion price
per share at which such convertible Subordinated Debt
Securities will be convertible into Common Stock.
Subject to prior redemption of the convertible
Subordinated Debt Securities, the Holders of such
Subordinated Debt Securities will be entitled at any
time on or before the close of business on the
maturity date thereof to convert such Subordinated
Debt Securities (or, in the case of convertible
Subordinated Debt Securities of denominations in
excess of $1,000, any portion of which is $1,000 or an
integral multiple of $1,000) into shares of Common
Stock at the initial conversion price set forth in the
applicable Prospectus Supplement. No adjustment will
be made on conversion of any convertible Subordinated
Debt Securities for interest accrued thereon or,
except as set forth below, for dividends on any

securities issued upon such conversion. (Subordinated
Indenture Section 1301).

In order to exercise the right of conversion, the
Holder of any such convertible Subordinated Debt
Securities must surrender his convertible Subordinated
Debt Securities to the Company at any office or agency
of the Company maintained for such purpose. The
convertible Subordinated Debt Securities to be
surrendered must be accompanied by written notice to
the Company that the Holder elects to convert such
Subordinated Debt Securities.

If any convertible Subordinated Debt Security is
converted between a record date for the payment of
interest and the next succeeding interest payment
date, such convertible Subordinated Debt Security must
be accompanied (unless such Debt Securities or
portions thereof have been called for redemption on a
redemption date within such period) by funds payable
to the Company equal to the interest payable to the
registered Holder on such interest payment date on the
principal amount so converted. In the case of any
convertible Subordinated Debt Security or portion
thereof called for redemption, conversion rights
expire at the close of business on the Redemption
Date, even if such redemption occurs at a time when
conversion of the Subordinated Debt Security portion
thereof is in the best interests of the Holder.
(Subordinated Indenture Section 1302).

No fractional shares of Common Stock will be
issued upon conversion but, in lieu thereof, an
adjustment in cash will be made based on the market
price of Common Stock at the close of business on the
date of conversion. (Subordinated Indenture Section
1303).

The Conversion Price will be subject to
adjustment in the event of: (i) the payment of certain
stock dividends on the Common Stock; (ii) the issuance
of certain rights or warrants to all holders of the
Common Stock entitling them to subscribe for or
purchase Common Stock at a price less than the market
price; (iii) the subdivision of Common Stock into a
greater number of shares of Common Stock or the
combination of Common Stock into a smaller number of
shares of Common Stock; (iv) the distribution by the
Company to all holders of the Common Stock of
evidences of indebtedness or assets of the Company
(excluding rights or warrants and any dividends or
distributions mentioned above); and (v) the
reclassification of Common Stock into other
securities. However, no adjustment in the Conversion
Price will be required unless such adjustment would
require an increase or decrease of at least 1% in the
Conversion Price. (Subordinated Indenture Section
1304).

In case of certain consolidations or mergers to
which the Company is a party or the transfer of
substantially all of the assets of the Company, each
convertible Subordinated Debt Security then

outstanding would, without the consent of any Holders
of the convertible Subordinated Debt Securities,
become convertible only into the kind and amount of
securities, cash and other property receivable upon
the consolidation, merger or transfer by a holder of
the number of shares of Common Stock into which such
convertible Subordinated Debt Security might have been
converted immediately prior to such consolidation,
merger or transfer (assuming such holder of Common
Stock failed to exercise any rights of election and
received per share the kind and amount received per
share by a plurality of non-electing shares).
(Subordinated Indenture Section 1311).

Form, Exchange, Registration and Transfer

Debt Securities of a series may be issuable in
certificated or global form. Debt Securities may be
presented for registration of transfer (with the form
of transfer endorsed thereon duly executed), at the
office of the Security Registrar or at the office of
any transfer agent designated by the Company for such
purpose with respect to any series of Debt Securities
and referred to in an applicable Prospectus
Supplement, without service charge and upon payment of
any taxes and other governmental charges as described
in the applicable Indenture. Such transfer or exchange
will be effected upon the Security Registrar or such
transfer agent, as the case may be, being satisfied
with the documents of title and identity of the person
making the request. The Company has appointed the
Senior Trustee as Security Registrar with respect to
the Senior Debt Securities and the Subordinated
Trustee as Security Registrar with respect to the
Subordinated Debt Securities. (Section 305). The
Company may at any time rescind the designation of any
such transfer agent or approve a change in the
location through which any such transfer agent acts,
except that the Company will be required to maintain a
transfer agent in each place of payment for such
series. The Company may at any time designate
additional transfer agents with respect to any series
of Debt Securities. (Section 1002).

In the event of any redemption, the Company shall
not be required to (i) issue, register the transfer of
or exchange any Debt Security during a period
beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of
Debt Securities of like tenor and of the series of
which such Debt Security is a part, and ending at the
close of business on the day of such mailing or (ii)
register the transfer of or exchange any Debt Security
so selected for redemption, in whole or in part,
except the unredeemed portion of any Debt Security
being redeemed in part. (Section 305).

Payment and Paying Agents

Unless otherwise indicated in an applicable
Prospectus Supplement, payment of principal of and
premium (if any) on any Debt Security will be made
only against surrender to the Paying Agent of such

Debt Security. Principal of and any premium and
interest, if any, on Debt Securities will be payable
at such place or places of payment by such Paying
Agent or Paying Agents as the Company may designate
from time to time, except that at the option of the
Company payment of any interest may be made by check
mailed to the address of the person entitled thereto
as such address shall appear in the Security Register
with respect to such Debt Securities. (Sections 1001
and 1002). Unless otherwise indicated in an applicable
Prospectus Supplement, payment of interest on a Debt
Security on any Interest Payment Date will be made to
the person in whose name such Debt Security is
registered at the close of business on the Regular
Record Date for such interest. (Section 307).

The Corporate Trust Office of the applicable
Trustee in the City of New York will be designated as
a Paying Agent for payments with respect to Debt
Securities of each series. The Company may at any time
designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in
the office through which any Paying Agent acts, except
that the Company will be required to maintain a Paying
Agent in each place of payment for the Debt
Securities. (Section 1002).

All moneys paid by the Company to a Paying Agent
for the payment of the principal of and premium or
interest, if any, on any Debt Security of any series
which remain unclaimed at the end of two years after
such principal, premium, if any, or interest shall
have become due and payable will be repaid to the
Company and the Holder of such Debt Security will
thereafter look only to the Company for payment
thereof. (Section 1003).

Global Debt Securities

If any Debt Securities of a series are issuable
in global form, the applicable Prospectus Supplement
will describe the circumstances, if any, under which
beneficial owners of interests in any such global Debt
Security may exchange such interests for Debt
Securities of such series and of like tenor and
principal amount in any authorized form and
denomination. Principal of and any premium and
interest on a global Debt Security will be payable in
the manner described in the applicable Prospectus
Supplement.

The specific terms of the depository arrangement
with respect to any portion of a series of Debt
Securities to be represented by a global Debt Security
will be described in the applicable Prospectus
Supplement.

Senior Indenture Restrictive Covenants

The Senior Indenture (but not the Subordinated
Indenture) places certain restrictions on the Company
as described in this section.

Certain Definitions. "Subsidiary" means any
corporation of which the Company, directly or
indirectly, owns voting securities entitling it to
elect a majority of the directors. "Unrestricted
Subsidiary" means (a) any Subsidiary acquired or
organized after the date of the Senior Indenture,
provided that such Subsidiary is not a successor,
directly or indirectly, to any "Restricted Subsidiary"
(as defined), (b) any Subsidiary the principal
business and assets of which are located outside the
United States of America, its territories and
possessions and (c) any Subsidiary substantially all
the assets of which consist of stock or other
securities of a Subsidiary or Subsidiaries of the
character described in (a) and (b) above, in each case
unless and until such Subsidiary or Subsidiaries shall
have been designated to be a "Restricted Subsidiary."
"Restricted Subsidiary" means (a) any Subsidiary other
than an Unrestricted Subsidiary and (b) any Subsidiary
which, after the date of the Senior Indenture, was an
Unrestricted Subsidiary but which is designated by the
Board of Directors of the Company to be a Restricted
Subsidiary. (Senior Indenture Section 101).

"Principal Facility" means any manufacturing
plant, warehouse, office building or other operating
facility of the Company or any Restricted Subsidiary,
owned on or acquired after May 1, 1985, other than any
such facility which the Board of Directors of the
Company by duly adopted resolution deems not to be of
material importance to the business conducted by the
Company and its Subsidiaries, taken as a whole.
(Senior Indenture Section 101).

Restrictions on Creation of Secured Debt. The
Company and its Restricted Subsidiaries are prohibited
from creating, incurring, assuming or guaranteeing any
Secured Debt without equally and ratably securing the
Senior Debt Securities then outstanding and any other
indebtedness of or guaranteed by the Company or any
Restricted Subsidiary then entitled thereto, except
that this restriction does not apply to (i) purchase
money security interests (including those incurred in
connection with future construction) and security
interests in property acquired by the Company or a
Restricted Subsidiary which exist at the time such
property is acquired, (ii) security interests existing
on the property, shares or indebtedness of a
corporation at the time it becomes a Restricted
Subsidiary, (iii) any security interest on property of
a corporation existing at the time such corporation is
merged into or consolidated with the Company or a
Restricted Subsidiary, (iv) mechanics' and other
statutory liens arising in the ordinary course of
business, (v) liens for taxes not yet due and for
contested taxes against which adequate reserves have
been established, and judgment liens if the judgment
is being contested and so long as execution thereof is
stayed, (vi) leases and certain landlords' liens,
(vii) certain governmental liens arising in connection
with contracts or other transactions, including
security interests arising in connection with the
financing of pollution control facilities, or in

connection with any governmental regulation, privilege
or license, and (viii) any extension, renewal or
replacement of (i) through (vii) above. (Senior
Indenture Section 1005). "Secured Debt" means
indebtedness (other than indebtedness of the Company
or a Restricted Subsidiary to the Company or another
Restricted Subsidiary) for money borrowed or on which
interest is by the terms of such indebtedness paid or
payable, which (a) is secured by a security interest
in any Principal Facility or in the stock or
indebtedness of a Restricted Subsidiary, or (b) in the
case of indebtedness of the Company, is guaranteed by
a Restricted Subsidiary. (Senior Indenture Section
101).

Notwithstanding the foregoing restrictions, the
Company and Restricted Subsidiaries may issue, assume
or guarantee Secured Debt not otherwise permitted
without equally and ratably securing the Senior Debt
Securities if the sum of (a) the amount of such
Secured Debt plus (b) the aggregate value of Sale and
Leaseback Transactions (subject to certain exceptions)
described below, does not exceed 5% of Consolidated
Net Tangible Assets. (Senior Indenture Section 1005).
"Consolidated Net Tangible Assets" means (i) the
aggregate amount of assets (less applicable reserves
and other properly deductible items) appearing on the
balance sheet of the Company and its consolidated
Subsidiaries, except goodwill and similar intangible
assets, less (ii) the consolidated current liabilities
(subject to certain exceptions) of the Company and its
consolidated Subsidiaries. (Senior Indenture Section
101).

Restrictions on Sales and Leasebacks. The Company
and its Restricted Subsidiaries are prohibited from
engaging in any Sale and Leaseback Transaction unless
(a) the Company or a Restricted Subsidiary would be
entitled to incur, without the benefit of the
exceptions referred to in the first paragraph under
"Restrictions on Creation of Secured Debt" above,
Secured Debt equal to the amount realized upon the
sale or transfer involved in such transaction without
equally and ratably securing the Senior Debt
Securities or (b) an amount equal to the value (as
defined) of the property leased is applied to (i) the
purchase or construction of properties, facilities or
equipment used for operating purposes, (ii) the
retirement of Funded Debt of the Company or any
Restricted Subsidiary other than Funded Debt owed to
the Company or a Restricted Subsidiary; provided,
however, that the amount to be applied to the
retirement of Funded Debt of the Company shall be
reduced by (A) the principal amount of any Senior Debt
Securities delivered within 120 days after such sale
or transfer to the Trustee for retirement and
cancellation, and (B) the principal amount of Funded
Debt, other than Senior Debt Securities, voluntarily
retired by the Company within 120 days after such sale
or transfer. Notwithstanding the foregoing, no
retirement referred to in clause (b) above may be
effected by payment at maturity or pursuant to any
mandatory sinking fund payment or any mandatory

prepayment provision. (Senior Indenture Section 1006).
"Sale and Leaseback Transaction" means any sale or
transfer of any Principal Facility in operation for
more than 120 days prior to such sale or transfer if
the sale or transfer is made with the intention of, or
as part of an arrangement involving, the lease of such
property to the Company or a Restricted Subsidiary
(except a lease for a period not exceeding 36 months
with the intention that the use of such property by
the Company or such Restricted Subsidiary will be
discontinued on or before the expiration of such
period). "Funded Debt" means all indebtedness for
money borrowed maturing more than one year from the
date of the most recent balance sheet of the Company
and its consolidated Subsidiaries or having a maturity
of less than one year but by its terms being renewable
or extendible beyond one year from such date at the
borrower's option. (Senior Indenture Section 101).

Restriction on Transfer of Principal Facility to
Unrestricted Subsidiary. The Company and its
Restricted Subsidiaries are prohibited from
transferring any Principal Facility to an Unrestricted
Subsidiary unless, within 120 days of such transfer,
it applies an amount equal to the fair value of such
Principal Facility to one of the alternatives set
forth in clause (b) of the preceding paragraph with
respect to Sale and Leaseback Transactions. (Senior
Indenture Section 1007).

Merger and Consolidation

The Indentures provide that no merger or
consolidation of the Company with or into any other
corporation and no sale, or conveyance or lease of all
or substantially all of its property may be made to
another corporation unless immediately after such
transaction the surviving or acquiring corporation, if
not the Company, (i) is organized and exists under the
laws of the United States of America or a State
thereof, (ii) expressly assumes by supplemental
indenture the payment of principal of and premium and
interest, if any, on all Debt Securities and the
performance and observance of all covenants and
conditions of each Indenture to be performed and kept
by the Company and (iii) is not in default in the
performance or observance of any of the covenants and
conditions of each Indenture to be performed and kept
by the Company. (Section 801). The Senior Indenture
(but not the Subordinated Indenture) also provides
that no such merger, consolidation, sale, conveyance
or lease may be consummated if, as a result thereof,
any Principal Facility would become subject to a
security interest, unless either (i) the Senior Debt
Securities then outstanding shall prior to such
transaction be equally and ratably secured by a direct
lien on such Principal Facility prior in rank to all
subsequent liens, or (ii) such security interest would
be permitted as described under "Restrictions on
Creation of Secured Debt" above. (Senior
Indenture Section 802).

The Indentures do not contain any other covenant
that restricts the Company's ability to merge or
consolidate with any other corporation, sell or convey
all or substantially all of its assets to any person,
firm or corporation or otherwise engage in
restructuring transactions. Further, the Indentures do
not contain any provisions that would provide
protection to Holders of Debt Securities against a
sudden and dramatic decline in credit quality
resulting from a takeover, recapitalization or similar
restructuring of the Company.

Discharge of Indentures

If and when the Company (a) has delivered all
Debt Securities of any series theretofore
authenticated to the applicable Trustee for
cancellation or (b) if permitted by the terms of a
series of Debt Securities and specified in the
Prospectus Supplement relating thereto (i) has
deposited irrevocably with the applicable Trustee cash
funds or Government Obligations, the principal of and
interest on which when due will, together with any
cash funds set aside at the same time and without the
necessity for further investment or reinvestment of
the principal amount of or interest from such
Government Obligations or of such cash funds, provide
funds sufficient to pay at maturity or upon redemption
the principal of and premium and interest, if any, on
all of the outstanding Debt Securities of any series
appropriately designated and (ii) has obtained an
Opinion of Counsel to the effect that such deposit
will not alter the tax liabilities of Holders of Debt
Securities of such series or cause the recognition of
income, gain or loss by such Holders for federal
income tax purposes, and, in either case, the Company
has paid or caused to be paid all other sums payable
under the applicable Indenture with respect to Debt
Securities of such series, then, except as provided
below, the applicable Indenture shall cease to be of
further effect with respect to Debt Securities of such
series and, at the written request of the Company, the
applicable Trustee will execute proper instruments
acknowledging the satisfaction of and discharge of the
applicable Indenture; provided that, notwithstanding
the foregoing, so long as a Debt Security of such
series remains outstanding the applicable Indenture
shall continue in effect following such discharge with
respect to rights of registration of transfer,
exchange or replacement of Debt Securities of such
series, rights to receive payment of the principal
thereof and premium and interest, if any, thereon,
certain obligations of the Company under the
applicable Indenture, and correlative rights and
responsibilities of the applicable Trustee. (Section
401).

"Government Obligations" means direct obligations
of, or obligations the timely payment of the principal
of and interest on which are unconditionally
guaranteed by, the United States of America and which
are not, by their terms, callable.

Defeasance of Certain Obligations

If so specified in the Prospectus Supplement, the
Company may omit to comply with the restrictive
covenants of the Indenture in respect of Debt
Securities of any series if the Company deposits with
the Trustee, in trust, (i) money; (ii) U.S. Government
Securities which through the payment of interest
thereon and principal thereof in accordance with their
terms will provide money; or (iii) any combination of
(i) and (ii) above, in an amount sufficient to pay all
principal (including any mandatory sinking fund
payments) of, and premium, if any, and interest on,
the Debt Securities on the dates such payments are due
in accordance with the terms of the Debt Securities.
Despite such deposit and covenant defeasance, the
Company's primary liability to pay all outstanding
Debt Securities shall survive until the payment of all
principal (including any mandatory sinking fund
payments) thereof, premium, if any, and interest due
thereon. Such defeasance will become effective after
the Company, among other things, has delivered to the
Trustee an opinion of counsel to the effect that the
trust resulting from the defeasance will not
constitute, or is qualified as, a regulated investment
company under the Investment Company Act of 1940.
(Section 403).

"U.S. Government Securities" means securities
that are (i) direct obligations of the United States
of America for the payment of which its full faith and
credit is pledged or (ii) obligations of a person
controlled or supervised by and acting as an agency or
instrumentality of the United States of America, the
timely payment of which is unconditionally guaranteed
as a full faith and credit obligation by the United
States of America, which, in either case under clauses
(i) or (ii) are not callable or redeemable at the
option of the issuer thereof, and shall also include a
depository receipt issued by a bank or trust company
as custodian with respect to any such U.S. Government
Security or a specific payment of interest on or
principal of any such U.S. Government Security held by
such custodian for the amount of the holder of a
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 depository receipt from any amount received by
the custodian in respect of the U.S. Government
Security evidenced by such depository receipt.

Events of Default

The following constitute Events of Default with
respect to Debt Securities of any series: (a) default
in the payment of any interest upon any Debt Security
of that series when due, continued for 30 days; (b)
default in the payment of principal of or premium, if
any, on any Debt Security of that series when due; (c)
default in the payment or satisfaction of any sinking
fund obligation with respect to Debt Securities of
that series when and as due; (d) failure to perform
any other covenant or agreement contained in the
applicable Indenture continued for 60 days after
written notice by the Trustee or Holders of at least

25% in principal amount of the outstanding Debt
Securities of that series; and (e) certain events of
bankruptcy, insolvency or reorganization. The Senior
Indenture (but not the Subordinated Indenture) also
includes as an Event of Default with respect to the
Senior Debt Securities the acceleration of the
maturity of indebtedness aggregating more than
$5,000,000 of the Company under the terms of an
instrument or instruments under which such
indebtedness are issued or secured, if such
acceleration is not annulled within ten days after
written notice by the Trustee or Holders of at least
25% in principal amount of the outstanding Debt
Securities of that series. If an Event of Default with
respect to Debt Securities of any series shall occur
and be continuing, the applicable Trustee or the
Holders of not less than 25% in aggregate principal
amount of the Debt Securities of that series then
outstanding may declare by written notice all the Debt
Securities of that series due and payable immediately,
but such declaration may in certain circumstances be
annulled, and certain past defaults waived, by the
Holders of not less than a majority in aggregate
principal amount of the Debt Securities under the
applicable Indenture. Each Indenture also provides
that the applicable Trustee shall give notice to the
Holders of the occurrence of defaults but may withhold
notice to the Holders of any default (except in
payment of principal and premium or interest, if any,
on the Debt Securities or any sinking fund payment) if
it considers it in the interest of the Holders to do
so. (Sections 501, 502, 513 and 602).

Each Indenture provides that the Holders of a
majority in principal amount of the outstanding Debt
Securities of any series may direct the time, method
and place of conducting any proceeding for any remedy
available to the applicable Trustee or exercising any
trust or power conferred on the applicable Trustee
with respect to Debt Securities of that series. Each
Trustee is entitled to be indemnified by the Holders
under the applicable Indenture before proceeding to
exercise any right or power under each Indenture at
the request of the Holders. The right of a Holder of
any Debt Security to institute a proceeding with
respect to the applicable Indenture is subject to
certain conditions precedent, including notice and
indemnity to the applicable Trustee, but the Holder
has an absolute right to receipt of principal and
premium and interest, if any, when due and to
institute suit for the enforcement thereof. (Sections
507, 508, 512 and 603).

Modifications and Waivers

Modifications and amendments of each Indenture
may be made by the Company and the Trustee by
supplemental indenture, in the case of the Senior
Indenture, with the consent of the Holders of 66@/3%
in principal amount of the outstanding Debt Securities
of each series affected thereby, or, in the case of
the Subordinated Indenture, with the consent of the
Holders of a majority in principal amount of the

outstanding Debt Securities of each series affected
thereby; provided, however, that under either
Indenture no such modification or amendment may,
without the consent of the Holder of each outstanding
Debt Security affected thereby, (a) change the stated
maturity date of the principal amount of, or any
installment of principal of or interest on, any Debt
Security, (b) reduce the principal amount of, or the
premium or interest, if any, on, any Debt Security,
(c) reduce the amount of principal of any original
issue discount Debt Security payable upon acceleration
of the maturity thereof, (d) change the place or
currency of payment of principal of, or premium or
interest, if any, on, any Debt Security, (e) impair
the right to institute suit for the enforcement of any
payment on or with respect to any Debt Security on or
after maturity thereof, (f) reduce the percentage in
principal amount of outstanding Debt Securities of any
series, the consent of the Holders of which is
required for modification or amendment of each
Indenture or for waiver of compliance with certain
provisions of each Indenture or for waiver of certain
defaults. (Section 902). The Holders of a majority in
principal amount of the outstanding Debt Securities of
any series may on behalf of the Holders of all Debt
Securities of that series waive, insofar as that
series is concerned, compliance by the Company with
certain restrictive provisions of each Indenture.
(Senior Indenture Section 1008; Subordinated
Indenture Section 1004). The Holders of a majority in
principal amount of the outstanding Debt Securities of
any series may on behalf of the Holders of all Debt
Securities of that series waive any past default under
each Indenture with respect to Debt Securities of that
series, except a default in the payment of the
principal of, or premium or interest, if any, on, any
Debt Security of that series or in respect of any
provision which under each Indenture cannot be
modified or amended without the consent of the Holders
of each outstanding Debt Security of that series
affected. (Section 513).

Title to Debt Securities

The Company, any agent of the Company and the
applicable Trustee may treat the registered Holder of
any Debt Security as the absolute owner thereof
(whether or not such Debt Security shall be overdue
and notwithstanding any notice to the contrary) for
the purpose of making payment and for all other
purposes. (Section 308).

Replacement of Debt Securities

Any mutilated Debt Security will be replaced by
the Company at the expense of the Holder upon
surrender of such Debt Security to the applicable
Trustee. Debt Securities that become destroyed, lost
or stolen will be replaced by the Company at the
expense of the Holder upon delivery to the applicable
Trustee of evidence of the destruction, loss or theft
thereof satisfactory to the Company and the applicable
Trustee. In the case of a destroyed, lost or stolen

Debt Security, an indemnity satisfactory to the
applicable Trustee and the Company may be required at
the expense of the Holder of such Debt Security before
a replacement Debt Security will be issued. (Section
306).

Governing Law

The Senior Indenture is, and the Subordinated
Indenture and the Debt Securities will be, governed
by, and construed in accordance with, the laws of the
State of New York. (Section 112).

Information Concerning the Trustees

Each Indenture contains limitations on the right
of the applicable Trustee, as a creditor of the
Company, to obtain payment of claims in certain cases,
or to realize on certain property received in respect
of any such claim as security or otherwise. (Section
613). In addition, a Trustee may be deemed to have a
conflicting interest and may be required to resign as
Trustee if at the time of a default under the
applicable Indenture it is a creditor of the Company.

Chemical Bank, the Trustee under the Senior
Indenture and the Trustee under the Subordinated
Indenture, may engage in transactions with, or
performed services for the Company in the ordinary
course of business.

DESCRIPTION OF THE CAPITAL STOCK

The following description of the capital stock
does not purport to be complete and is subject to, and
is qualified in its entirety by reference to, the more
complete descriptions thereof set forth in (a) the
Company's Restated Articles of Incorporation, as
amended (the "Certificate of Incorporation"), and the
Rights Agreement, dated as of September 29, 1987,
between the Company and The Chase Manhattan Bank
(National Association), as Rights Agent, both of which
have been filed as exhibits to the Registration
Statement of which this Prospectus is a part, and
(b) the Certificate of Designation relating to each
series of Preferred Stock, which will be filed with
the Commission at or prior to the time of the offering
of such series of Preferred Stock. A form of
Certificate of Designation is filed as an exhibit to
the Registration Statement of which this Prospectus is
a part.

The Company is currently authorized by its
Restated Articles of Incorporation to issue 70,000,000
shares of Common Stock, $1.25 par value, and 4,000,000
shares of preferred stock, $1.25 par value (the
"Preferred Stock"). The Board of Directors has
authority to divide the Preferred Stock into one or
more series and has broad authority to fix and
determine the relative rights and preferences of the
shares of each such series.

Common Stock

Subject to the rights of the holders of the
Preferred Stock which may be outstanding from time to
time, holders of Common Stock are entitled to receive
such dividends as are declared by the Board of
Directors from any funds legally available therefor,
to one vote for each share on all matters voted upon
by shareholders, including election of directors
(cumulative voting being prohibited), and to share
ratably in assets available for distribution upon any
liquidation. Holders of Common Stock have no
preemptive rights and have no rights to convert their
Common Stock into any other securities, and such
shares are not subject to redemption or to any further
call or assessment.

Shareholder Rights Agreement. In September 1987,
the Company's Board declared a dividend of one
Preferred Stock contingent purchase right on each
outstanding share of Common Stock. All shares of
Common Stock issued subsequently also include these
rights. Each right may be exercised to purchase one-
hundredth of a share of the Company's Series A Junior
Participating Cumulative Preferred Stock at an
exercise price of $200 (subject to certain
adjustments) upon the earlier of: (i) 10 business days
following a public announcement that a person or group
of affiliated or associated persons has acquired
beneficial ownership of 20% or more of the outstanding
shares of Common Stock, or (ii) 10 business days
following the commencement of a tender offer or
exchange offer that would result in a person or group
owning 25% or more of the outstanding shares of Common
Stock. If any person or group becomes the beneficial
owner of 25% or more of the Common Stock then
outstanding, or if a 20%-or-more shareholder or group
engages in certain self-dealing transactions, or if
the Company is involved in a transaction which has the
effect of increasing by more than 1% the share of any
class of equity securities (or securities exercisable
for or convertible into securities) of the Company or
any of its subsidiaries owned by a 20%-or-more
shareholder or group, then each right not owned by
such person or group will entitle its owner to
purchase, in lieu of shares of Preferred Stock, at the
right's then current exercise price, shares of Common
Stock (or, in certain circumstances as determined by
the Board, other consideration) having a value of
twice the right's exercise price. In addition, if the
Company is involved in a merger or other business
combination transaction with another person in which
its Common Stock is changed into or exchanged for
other securities or property of another person, or
sells 50% or more of its assets or earning power to
another person, each right will entitle its holder to
purchase, at the right's then-current exercise price,
common stock of such other person having a value of
twice the right's exercise price. The rights, which
have no voting or dividend rights, expire on September
28, 1997. The Company generally will be entitled to
redeem the rights at $.05 per right at any time until
the 10th business day following public announcement
that a 20% position has been acquired.

Delaware General Corporation Law Section 203. The
Company is subject to Section 203 of the Delaware
General Corporation Law ("Section 203") which
restricts certain transactions and business
combinations between a corporation and an interested
stockholder (defined in Section 203, generally, as a
person owning 15% or more of a corporation's
outstanding voting stock) for a period of three years
from the date such person becomes an interested
stockholder. Subject to certain exceptions, unless the
transaction is approved by the Board of Directors and
the holders of at least 66@/3% of the outstanding
voting stock of the corporation (excluding voting
stock held by the interested stockholder), Section 203
prohibits certain business transactions, such as a
merger with, disposition of assets to, or receipt of
disproportionate financial benefits by the interested
stockholder, or any other transaction that would
increase the interested stockholder's proportionate
ownership of any class or series of the corporation's
stock. The statutory ban does not apply if, upon
consummation of the transaction in which any person
becomes an interested stockholder, the interested
stockholder owns at least 85% of the outstanding
voting stock of the corporation (excluding voting
stock held by persons who are both directors and
officers or by certain employee stock plans) or if
either the proposed transaction or the transaction by
which the interested stockholder became such is
approved by the board of directors of the corporation
prior to the date such stockholder becomes an
interested stockholder.

Special Charter Provisions. The Certificate of
Incorporation and the Bylaws of the Company contain
provisions which could have the effect of delaying,
deferring or preventing a change in control of the
Company. These provisions (1) classify the Board of
Directors into three classes, as nearly equal as
possible, each of which serves for three years, with
one class elected each year; (2) authorize the Board
of Directors to fix the number of Directors and
provide that vacancies and newly created directorships
resulting from any increase in the number of Directors
may only be filled by a majority of the remaining
Directors (subject to the rights of any Preferred
Stock holders); (3) require that shareholder's
nominations for Directors for election at a
shareholders meeting be made not later than (a) 90
days prior to the anniversary date of the immediately
preceding annual meeting or (b) in the case of a
special meeting, seven days following the date on
which notice of such meeting is first given to
stockholders; (4) provide that Directors may be
removed for cause only by the affirmative vote of 80%
of the outstanding shares entitled to vote in the
election of Directors; (5) provide that, except as
otherwise required by law, only the Board of
Directors, the Chairman of the Board or the President
may call a special meeting of the shareholders; (6)
prohibit the taking of any action by written
stockholder consent in lieu of a meeting; and (7)
provide that the affirmative vote of 80% of the

outstanding shares of Common Stock is required to
amend, alter, modify or repeal certain provisions of
the Certificate of Incorporation and the Bylaws
(including the provisions described in this paragraph)
or to adopt provisions inconsistent therewith.

The Certificate of Incorporation contains a fair
price provision which requires that mergers,
consolidations, asset sales, liquidations,
recapitalizations, and certain other business
combinations (a "Business Combination") involving the
Company and persons beneficially owning 10% or more of
the outstanding shares of Common Stock ("Substantial
Stockholders") either (1) meet certain minimum price
and procedural requirements, (2) be approved by 3/4 of
the "continuing directors" (those in office before
such Substantial Stockholder became a Substantial
Stockholder and their successors who are approved by a
majority of the then current continuing directors), or
(3) be approved by the affirmative vote of (a) 90% of
outstanding shares of Common Stock and (b) the number
or proportion of shares of any class or series of any
class of other shares of the Company (if any) as shall
be required by the express terms of such class or
series. This provision also provides that it can only
be amended by an affirmative vote described in clause
(2) or (3) above and such other vote of the
shareholders as may be required by statute or the
Bylaws.

To consummate a Business Combination based on the
minimum price and procedural requirements the
following conditions must be met:

(1) Without the approval of 3/4 of the continuing
directors, a Substantial Shareholder shall not,
after the time it becomes a Substantial
Shareholder, have (a) made any material change in
the Company's business or capital structure; (b)
received the benefit of any loan, advance,
guarantee, pledge or other financial assistance
provided by the Company, except proportionately
with all other stockholders; (c) made, caused or
brought about any change in the Company's
Certificate of Incorporation or Bylaws or in the
membership of the Board of Directors or any
committee thereof; or (d) acquired any newly
issued or treasury shares from the Company
(except upon conversion of convertible securities
or as a result of a pro rata share dividend or
share split); and

(2) All of the holders of Common Stock must
receive consideration which is not less than the
greatest of (a) the highest price per share paid
by the Substantial Stockholder in acquiring any
of its share of Common Stock; (b) the per share
book value of the shares of Common Stock as
determined by an appraisal firm or other experts
selected by the Board of Directors; (c) the
highest sale or bid price per share of the Common
Stock during the last two years; and (d) an
amount which bears the same or a greater

percentage relationship to the market price of
the Common Stock immediately prior to the
announcement of the Business Combination as the
highest price paid in 2(a) above bore to the
market price of the Common Stock immediately
prior to the commencement of acquisition of the
Common Stock by such Substantial Stockholder.

The Certificate of Incorporation also contains a
provision which provides that any purchase or other
acquisition by the Company or any of its subsidiaries
of shares of Common Stock known to be beneficially
owned by any holder of 5% or more of the outstanding
Common Stock who has owned such securities for less
than 2 years requires the affirmative vote of 80% of
the outstanding shares of Common Stock unless such
shares are purchased at or below fair market value (as
defined therein), or as part of a tender or exchange
offer made on the same terms to all holders and in
accordance with the Exchange Act and the rules and
regulations thereunder, or pursuant to a registration
statement under the Securities Act of 1933, or by
means of open market purchases if the price and other
terms are not negotiated by the purchaser and the
seller.

Transfer Agent and Registrar. The Transfer Agent
and Registrar of the Company's Common Stock is Mellon
Securities Trust Company.

Preferred Stock

The Company is currently authorized by its
Restated Articles of Incorporation to issue up to
4,000,000 shares of Preferred Stock, par value $1.25,
none of which were outstanding on the date of this
Prospectus. Pursuant to the Shareholder Rights
Agreement described above, the Board of Directors of
the Company has designated 400,000 shares of Series A
Junior Participating Cumulative Preferred Stock. See
"Common Stock-Shareholder Rights Agreement". The
Prospectus Supplement relating to a series of
Preferred Stock will specify the terms of such series.
See "Common Stock Delaware General Corporate Law
Section 203" and " Special Charter Provisions" for
certain statutory and charter provisions which may
effect the rights of holders of Preferred Stock.

The Board of Directors has authority to divide
the Preferred Stock into one or more series and to fix
and determine relative rights and preferences of the
shares of each such series, including, without
limitation, (a) the designation of such series; (b)
the rate or rates at which shares of such series shall
be entitled to receive dividends, the periods in
respect of which dividends are payable, the conditions
upon, and times of payment of, such dividends, the
relationship and preference, if any, of such dividends
to dividends payable on any other class or classes or
any other series of stock, whether such dividends
shall be cumulative and, if cumulative, the date or
dates from which such dividends shall accumulate, and
the other terms and conditions applicable to dividends

upon shares of such series; (c) the rights of the
holders of the shares of such series in case the
Company is liquidated, dissolved or wound up (which
may vary depending upon the time, manner, or voluntary
or involuntary nature or other circumstances of such
liquidation, dissolution or winding up) and the
relationship and preference, if any, of such rights to
rights of holders of shares of stock of any other
class or classes or any other series of stock; (d) the
right, if any, to redeem shares of such series at the
option of the Company, including any limitation of
such right, and the amount or amounts to be payable in
respect of the shares of such series in case of such
redemption (which may vary depending on the time,
manner or other circumstances of such redemption), and
the manner, effect and other terms and conditions of
any such redemption thereof; (e) the obligation, if
any, of the Company to purchase, redeem or retire
shares of such series and/or to maintain a fund for
such purpose, and the amount or amounts to be payable
from time to time for such purpose or into such fund,
or the number of shares to be purchased, redeemed or
retired, the per share purchase price or prices and
the other terms and conditions of any such obligation
or obligations; (f) the voting rights, if any, to be
given the shares of such series, including without
limiting the generality of the foregoing, the right,
if any, as a series or in conjunction with other
series or classes, to elect one or more members of the
Board of Directors either generally or at certain
times or under certain circumstances, and
restrictions, if any, on particular corporate acts
without a specified vote or consent of holders of such
shares (such as, among others, restrictions on
modifying the terms of such series or of the Preferred
Stock, restricting the permissible terms of other
series or the permissible variations between series of
Preferred Stock, authorizing or issuing additional
shares of Preferred Stock, creating debt or creating
any class of stock ranking prior to or on a parity
with the Preferred Stock or any series thereof as to
dividends or assets); (g) the right, if any, to
exchange or convert the shares of such series into
shares of any other series of the Preferred Stock or
into shares of any other class of stock of the
Company, and the rate or basis, time, manner, terms
and conditions of exchange or conversion or the method
by which the same shall be determined; and (h) any
other special rights, and the qualifications
limitations or restrictions thereof, of the shares of
such series.

SELLING SHAREHOLDERS

Set forth below, with respect to each Selling
Shareholder, is the number of shares of Common Stock
owned on December 13, 1994, the number of shares
offered pursuant to this Prospectus and the number of
shares to be owned after completion of the offering
(assuming the sale of all shares offered hereunder).

<TABLE>

No. of
Total No. of Shares
No. of Shares Owned
Shares to be After
Owned on Offered Completion
December or of
Name 13, 1994 Sold Offering

<S> <C> <C> <C>
Adrian Harold
Houston Bowden 142,932 142,932 0
Geoffrey Doy
Hopson Butler 82,387 82,387 0
Joseph Hockley
Wright 74,978 74,978 0
</TABLE>

The shares of Common Stock offered by the Selling
Shareholders were issued by the Company on August 31,
1993 in connection with its acquisition of MultiServ
International N.V. ("MultiServ"). Each of the Selling
Shareholders was a shareholder and officer of
MultiServ prior to such acquisition. Mr. Butler is
currently President of Heckett MultiServ East and Mr.
Wright is currently Senior Vice President Development
and Administration of Heckett MultiServ East. Mr.
Bowden is not employed by the Company or any of its
affiliates.

PLAN OF DISTRIBUTION

The Company or the Selling Shareholders may offer
or sell Securities to one or more underwriters for
public offering and sale by them or may sell
Securities to investors directly or through agents.
Alternatively, a Selling Shareholder may from time to
time offer any or all of the Common Stock owned by it
on the New York or Pacific Stock Exchange, through
registered brokers or dealers pursuant to unsolicited
orders or offers to buy, in independent transactions,
or otherwise. The Company or the Selling Shareholders
may sell Securities as soon as practicable after
effectiveness of the Registration Statement of which
this Prospectus is a part, provided that favorable
market conditions exist. Any such underwriter or agent
involved in the offer and sale of the Securities will
be named in an applicable Prospectus Supplement.

Underwriters may offer and sell the Securities at
a fixed price or prices, which may be changed, or from
time to time at market prices prevailing at the time
of sale, at prices related to such prevailing market
prices or at negotiated prices. The Company also may
offer and sell the Securities offered by it in
exchange for one or more of its outstanding issues of
equity or debt or convertible debt securities. The
Company or a Selling Shareholder also may, from time
to time, authorize firms acting as the Company's or
such Selling Shareholder's agents to offer and sell
the Securities upon the terms and conditions as shall
be set forth in any Prospectus Supplement. In

connection with the sale of Securities, underwriters
may be deemed to have received compensation from the
Company or such Selling Shareholder, as the case may
be, in the form of underwriting discounts or
commissions and may also receive commissions from
purchasers of Securities for whom they may act as
agent. Underwriters may sell Securities to or through
dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from
the underwriters and/or commissions (which may be
changed from time to time) from the purchasers for
whom they may act as agent.

Any underwriting compensation paid by the Company
or a Selling Shareholder to underwriters or agents in
connection with the offering of Securities, and any
discounts, concessions or commissions allowed by
underwriters to participating dealers, will be set
forth in an applicable Prospectus Supplement.
Underwriters, dealers and agents participating in the
distribution of the Securities may be deemed to be
underwriters, and any discounts and commissions
received by them and any profit realized by them on
resale of the Securities may be deemed to be
underwriting discounts and commissions, under the
Securities Act. Underwriters, dealers and agents may
be entitled, under agreements with the Company or the
Selling Shareholders, to indemnification against and
contribution toward certain civil liabilities,
including liabilities under the Securities Act, and to
reimbursement for certain expenses.

Underwriters, dealers and agents may engage in
transactions with, or perform services for, the
Company in the ordinary course of business.

If so indicated in an applicable Prospectus
Supplement, the Company may authorize dealers acting
as the Company's agents to solicit offers by certain
institutions to purchase Debt Securities from the
Company at the public offering price set forth in such
Prospectus Supplement 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 Debt 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 Debt 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 Debt Securities are being sold to
underwriters, the Company shall have sold to such
underwriters the total principal amount of the Debt

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.

Each series of Debt Securities and Preferred
Stock will be a new issue of securities and will have
no established trading market. Any underwriters to
whom Securities are sold by the Company or the Selling
Shareholders for public offering and sale may make a
market in such Securities, but such underwriters will
not be obligated to do so and may discontinue any
market making at any time without notice. The
Securities may or may not be listed on a national
securities exchange or a foreign securities exchange,
except that the Common Stock is listed on the New York
Stock Exchange and the Pacific Stock Exchange. Any
Common Stock sold pursuant to a Prospectus Supplement
will be listed on such exchanges, subject to official
notice of issuance. No assurance can be given as to
the liquidity of or the trading markets for any
Securities.

EXPERTS

The consolidated financial statements and related
financial statement schedules of the Company included
or incorporated by reference in the Company's Annual
Report on Form 10-K for the fiscal year ended December
31, 1993, incorporated herein by reference, have been
audited by Coopers & Lybrand L.L.P., independent
accountants, whose reports thereon dated February 1,
1994, except as to the first and third paragraphs of
Note 10, for which the dates are February 25, 1994 and
March 4, 1994, respectively, which include explanatory
paragraphs regarding (i) the Company's involvement in
various disputes regarding Federal Excise Tax and
other contract matters primarily relating to the five-
ton truck contract and the ultimate outcome of the
Company's claims against the Government relating to
certain other contracts and (ii) changes in the
Company's method of accounting for income taxes and
postretirement benefits other than pensions, are
incorporated by reference herein, and such financial
statements and schedules have been incorporated herein
by reference in reliance upon such reports given on
the authority of that firm as experts in accounting
and auditing.

LEGAL OPINION

The validity of the Securities offered by the
Company will be passed upon for the Company by Mudge
Rose Guthrie Alexander & Ferdon, 180 Maiden Lane, New
York, New York 10038. If any Securities are being
distributed in an underwritten offering, the validity
of such securities will be passed upon for the
underwriters and any Selling Shareholder involved in
such offering by counsel identified in the related
Prospectus Supplement.

<PAGE>

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth those expenses to be
incurred by the Company in connection with the
issuance and distribution of the securities being
registered. Except for the Securities and Exchange
Commission registration fee, all amounts shown are
estimates.
<TABLE>
<S> <C>
Securities and Exchange
Commission Registration Fee . . . . . $73,036.10
Accounting Fees and Expenses . . . . . 40,000.00
Printing and Engraving Expenses . . . . 75,000.00
Trustee's Fees and Expenses . . . . . . 5,000.00
Stock Exchange Listing Fees . . . . . . 25,000.00
Legal Fees and Expenses . . . . . . . . 75,000.00
Blue Sky Expenses,
including Counsel Fees . . . . . . . 7,500.00
Rating Agency Fees . . . . . . . . . . 30,000.00
Miscellaneous Expenses . . . . . . . . 9,463.90
Total . . . . . . . . . . . . . . . . $340,000.00
</TABLE>
Item 15. Indemnification of Directors and Officers.

Reference is made to Article III, Section 9 of
the By-Laws of the Company, filed as Exhibit 4(c)
hereto, which provides for indemnification of all
directors and officers of the Company in their
capacities as such to the full extent permitted by the
laws of the State of Delaware, under the law of which
the Company is incorporated.

Reference is made to Article Thirteenth,
Section (b) of the Articles of Incorporation of the
Company, filed as Exhibit 4(a) hereto, which
eliminates the liability of a Director to the Company
and its stockholders for monetary damages for breach
of the Director's fiduciary duty of care.

Section 145 of the Delaware General Corporation
Law provides that a corporation may indemnify any
person (or his personal representatives) who, by
reason of the fact that such person is or was a
director or officer of such corporation, is made (or
threatened to be made) a party to an action other than
one brought on behalf of the corporation, against
reasonable expenses (including attorneys' fees),
judgments, fines and settlement payments, if such
person acted in good faith and in a manner he
reasonably believed to be not opposed to the best
interests of such corporation and, in criminal
actions, in addition, had no reasonable cause to
believe his conduct was unlawful. In the case of
actions on behalf of the corporation, indemnification
may extend only to reasonable expenses (including
attorneys' fees) and only if such person acted in good
faith and in a manner he reasonably believed to be not
opposed to the best interests of the corporation,
provided that no such indemnification is permitted in

respect of any claim as to which such person is liable
for negligence or misconduct except to the extent that
a court otherwise provides. To the extent that such
person has been successful in defending any action
(even one on behalf of the corporation), he is
entitled to indemnification for reasonable expenses
(including attorneys' fees).

The indemnification provided for by the statute
is not exclusive of any other rights of
indemnification, and a corporation may maintain
insurance against liabilities for which
indemnification is not expressly provided by the
statute.

There is presently in force liability insurance
providing coverage up to $50 million per policy year
(with certain deductibles and exceptions) for past,
present and future directors and officers of the
Company acting in such capabilities.

Item 16. Exhibits.

Certain of the following exhibits are filed
herewith. Certain other of the following exhibits have
been filed heretofore with the Commission and are
incorporated herein by reference.
<TABLE>
<S> <C>
*1 Form of Underwriting Agreement.
*4(a) Restated Certificate of Incorporation of the
Company and all amendments thereto.
* (b) Form of Certificate of Designation for the
Preferred Stock being registered.
(c) By-Laws of the Company as amended to date
(Exhibit 3(b) to Form 10-K for the year
ended December 31, 1990).
(d) Rights Agreement dated as of September 29,
1987 between the Company and The Chase
Manhattan Bank, N.A. (Exhibit 1 to Form 8-A
dated October 2, 1987).
(e) Indenture, dated as of May 1, 1985, between
the Company and The Chase Manhattan Bank
(National Association), as prior Trustee,
relating to the Senior Debt Securities
(Exhibit 4(d) to Registration No. 33-42389).
* (f) Form of First Supplemental Indenture,
between the Company and Chemical Bank, as
current Trustee, relating to the Senior Debt
Securities.
* (g) Form of Indenture between the Company and
Chemical Bank, as Trustee, relating to the
Subordinated Debt Securities.
* (h) Form of specimen common stock certificate.
* (i) Form of specimen preferred stock
certificate.
* (j) Form of subordinated debt security.
(k) Form of senior debt security (included in
Exhibit 4(e)).
*5 Opinion of Mudge Rose Guthrie Alexander &
Ferdon as to the legality of the Securities.
12 Computation of Ratio of Earnings to Fixed
Charges of the Company and Subsidiaries
(Exhibit 12 to Form 10-Q for the quarter
ended September 30, 1994).
*23(a) Consent of Coopers & Lybrand L.L.P.
(b) Consent of Mudge Rose Guthrie Alexander &
Ferdon (included in Exhibit 5).
*24 Powers of attorney (reference is made to
pages II-4 and II-5 of this registration
statement).
*25(a) Statement of Eligibility on Form T-1 of
Chemical Bank, as Trustee under the
Indenture, dated as of May 1, 1985, as
supplemented, between the Company and the
Senior Trustee, relating to the Senior Debt
Securities.
* (b) Statement of Eligibility on Form T-1 of
Chemical Bank, as Trustee under the proposed
Indenture between the Company and the
Subordinated Trustee, relating to the
Subordinated Debt Securities.
<FN>
_____________________
* Filed herewith
</FN>
</TABLE>

Item 17. Undertakings.

(a) The undersigned registrant hereby undertakes:

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

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

(ii) To reflect in the prospectus any
facts or events arising after the effective
date of this 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 this
registration statement;

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

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

(b) The undersigned registrant hereby undertakes
that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of
1934 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.

(c) Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be
permitted to directors, officers or persons
controlling the registrant pursuant to the provision
described under Item 15 above, 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 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.

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 Borough of Wormleysburg, Commonwealth of
Pennsylvania, on December 14, 1994.

Harsco Corporation

By: /s/ Derek C. Hathaway
Derek C. Hathaway
Chairman

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. Each person
whose individual signature appears below hereby
authorizes Derek C. Hathaway and Paul C. Coppock, or
any one of them, to execute in the name of each such
person and to file any amendment to this registration
statement and appoints Derek C. Hathaway and Paul C.
Coppock, or any one of them, as attorneys in fact to
sign on his behalf individually and in each capacity
stated below and to file any amendments to this
registration statement.

<TABLE>
<S> <C> <C>
Signature Capacity Date

/s/ Derek C. Hathaway Chairman, December 14,
Derek C. Hathaway President, 1994
Chief Executive
Officer and
Director

/s/ Leonard A. Campanaro Senior Vice December 14,
Leonard A. Campanaro President 1994
and Chief
Financial
Officer

/s/ Salvatore D. Vice December 14,
Fazzolari President 1994
Salvatore D. Fazzolari and
Controller
(Principal
Accounting
Officer)

/s/ Jeffrey J. Burdge Director December 14,
Jeffrey J. Burdge 1994

/s/ Robert L. Kirk Director December 14,
Robert L. Kirk 1994
/s/ James E. Marley Director December 14,
James E. Marley 1994

/s/ Frank E. Masland III Director December 14,
Frank E. Masland III 1994

/s/ Robert F. Nation Director December 14,
Robert F. Nation 1994

/s/ Nilon H. Prater Director December 14,
Nilon H. Prater 1994

/s/ DeWitt C. Smith, Jr. Director December 14,
DeWitt C. Smith, Jr. 1994

/s/ Roy C. Smith Director December 14,
Roy C. Smith 1994

/s/ Andrew J. Sordoni,III Director December 14,
Andrew J. Sordoni, III 1994

/s/ Robert C. Wilburn Director December 14,
Robert C. Wilburn 1994
</TABLE>

<TABLE>
Exhibit List

<S> <C>
*1 Form of Underwriting Agreement.
*4(a) Restated Certificate of Incorporation of the
Company and all amendments thereto.
*(b) Form of Certificate of Designation for the
Preferred Stock being registered.
(c) By-Laws of the Company as amended to date
(Exhibit 3(b) to Form 10-K for the year
ended December 31, 1990).
(d) Rights Agreement dated as of September 29,
1987 between the Company and The Chase
Manhattan Bank, N.A. (Exhibit 1 to Form 8-A
dated October 2, 1987).
(e) Indenture, dated as of May 1, 1985, between
the Company and The Chase Manhattan Bank
(National Association), as prior Trustee,
relating to the Senior Debt Securities
(Exhibit 4(d) to Registration No. 33-42389).
* (f) Form of First Supplemental Indenture,
between the Company and Chemical Bank, as
current Trustee, relating to the Senior Debt
Securities.
* (g) Form of Indenture between the Company and
Chemical Bank, as Trustee, relating to the
Subordinated Debt Securities.
* (h) Form of specimen common stock certificate.
* (i) Form of specimen preferred stock
certificate.
* (j) Form of subordinated debt security.
(k) Form of senior debt security (included in
Exhibit 4(e)).
* 5 Opinion of Mudge Rose Guthrie Alexander &
Ferdon as to the legality of the Securities.
12 Computation of Ratio of Earnings to Fixed
Charges of the Company and Subsidiaries
(Exhibit 12 to Form 10-Q for the quarter
ended September 30, 1994).
* 23(a) Consent of Coopers & Lybrand L.L.P.
(b) Consent of Mudge Rose Guthrie Alexander &
Ferdon (included in Exhibit 5).
* 24 Powers of attorney (reference is made to
pages II-4 and II-5 of this registration
statement).
* 25 (a) Statement of Eligibility on Form T-1 of
Chemical Bank, as Trustee under the
Indenture, dated as of May 1, 1985, as
supplemented, between the Company and the
Senior Trustee, relating to the Senior Debt
Securities.
* (b) Statement of Eligibility on Form T-1 of
Chemical Bank, as Trustee under the proposed
Indenture between the Company and the
Subordinated Trustee, relating to the
Subordinated Debt Securities.
<FN>
_____________________
* Filed herewith
</FN>
</TABLE>

Exhibit 1

HARSCO CORPORATION

[Type of Securities]

UNDERWRITING AGREEMENT
----------------------

__________ , 199_

To the Representative or Representatives Specified in
Schedule B

Gentlemen:

Harsco Corporation, a Delaware corporation
("Company"), confirms its agreement with the several
Underwriters listed in Schedule A hereto
("Underwriters", which term may refer to a single
Underwriter if only one is listed in Schedule A) as
follows:

1. Description of Securities. The Company
proposes to issue and sell securities of the title,
amount, and particular terms set forth or referred to
in Schedule B hereto ("Securities"). [If debt
securities: The Securities are to be issued under the
Indenture ("Indenture") identified in Schedule B
hereto.] [If equity securities: The Securities
consist of shares of the Company's [Common Stock,
$1.25 par value ("Common Stock")] [preferred stock,
$1.25 par value ("Preferred Stock") of the series
described on Schedule B] ("Firm Shares"). The Company
proposes to issue and sell to the Underwriters, at the
option of the Underwriters, an additional number of
shares of [Common Stock] [Preferred Stock] specified
in Schedule B ("Optional Shares") as provided in
Section 3 hereof. As used herein, the term
"Securities" refers to both the Firm Shares and the
Optional Shares.]

2. Representations and Warranties of the
Company. The Company represents and warrants to, and
agrees with, each Underwriter that:

(a) A registration statement on Form S-3
(with the file number set forth in Schedule B
hereto), including a prospectus, with respect to
the Securities has been prepared by the Company
in conformity with the requirements of the
Securities Act of 1933, as amended ("Act")[, the
Trust Indenture Act of 1939, as amended ("Trust
Indenture Act"),] and the rules and regulations
("Rules and Regulations") of the Securities and
Exchange Commission ("Commission") thereunder and

filed with the Commission and has become
effective. Such registration statement and
prospectus may have been amended or supplemented
from time to time prior to the date of this
Agreement; any such amendment or supplement was
so prepared and filed and any such amendment has
become effective. Copies of such registration
statement and prospectus, any such amendment or
supplement and all documents incorporated by
reference therein that were filed with the
Commission on or prior to the date of this
Agreement (including one fully executed copy of
the registration statement and of each amendment
thereto for you and for counsel for the
Underwriters) have been delivered to you. A
prospectus supplement ("Prospectus Supplement")
setting forth the terms of the Securities and of
their sale and distribution has been or will be
so prepared and will be filed pursuant to Rule
424 under the Act. Such registration statement as
it may have heretofore been amended is referred
to herein as the "Registration Statement," and
the final form of prospectus as set forth in the
Registration Statement, as supplemented by the
Prospectus Supplement, is referred to herein as
the "Prospectus." Each form of Prospectus, or
Prospectus and Prospectus Supplement, if any,
heretofore made available for use in offering the
Securities is referred to herein as a
"Preliminary Prospectus." Any reference herein to
the Registration Statement, the Prospectus, any
amendment or supplement thereto, or any
Preliminary Prospectus shall be deemed to refer
to and include the documents incorporated by
reference therein, and any reference herein to
the terms "amend," "amendment," or "supplement"
with respect to the Registration Statement or
Prospectus shall be deemed to refer to and
include the filing of any document with the
Commission deemed to be incorporated by reference
therein.

(b) Each part of the registration
statement, when such part became or becomes
effective, conformed or will conform in all
material respects with the requirements of the
Act, [the Trust Indenture Act,] and the Rules and
Regulations and did not or will not contain an
untrue statement of a material fact or omit to
state a material fact required to be stated
therein or necessary to make the statements
therein not misleading; each Preliminary
Prospectus (if any), on the date thereof, the
Prospectus, on the date of the Prospectus
Supplement, and the Prospectus and any amendment
or supplement thereof, on the date of any such
amendment or supplement and on the Closing Date,
conformed or will conform in all material
respects with the requirements of the Act, [the
Trust Indenture Act,] and the Rules and
Regulations and did not or will not include an
untrue statement of a material fact or omit to
state a material fact necessary to make the

statements therein, in the light of the
circumstances under which they were made, not
misleading; except that the foregoing shall not
apply to statements in or omissions from any such
document in reliance upon, and in conformity
with, written information furnished to the
Company by you, or by any Underwriter through
you, specifically for use in the preparation
thereof.

(c) The documents incorporated by reference
in the Registration Statement, the Prospectus,
any amendment or supplement thereto, or any
Preliminary Prospectus, when they became or
become effective under the Act or were or are
filed with the Commission under the Securities
Exchange Act of 1934, as amended ("Exchange
Act"), as the case may be, conformed or will
conform in all material respects with the
requirements of the Act or the Exchange Act, as
applicable, and the rules and regulations of the
Commission thereunder.

(d) The consolidated financial statements
of the Company and its subsidiaries included in
the Registration Statement and Prospectus fairly
present the consolidated financial condition of
the Company and its subsidiaries as of the dates
indicated and the consolidated results of
operations and cash flows for the periods therein
specified in conformity with generally accepted
accounting principles consistently applied
throughout the periods involved (except as
otherwise stated therein).

(e) The Company and each of its
subsidiaries has been duly incorporated and is an
existing corporation in good standing under the
laws of its jurisdiction of incorporation, has
full power and authority (corporate and other) to
conduct its business as described in the
Registration Statement and Prospectus and is duly
qualified to do business in each jurisdiction in
which it owns or leases real property or in which
the conduct of its business requires such
qualification except where the failure to be so
qualified, considering all such cases in the
aggregate, does not involve a material risk to
the business, properties, consolidated financial
position, or consolidated results of operations
of the Company and its subsidiaries; and all of
the outstanding shares of capital stock of each
such subsidiary have been duly authorized and
validly issued, are fully paid and non-assessable
and (except as otherwise stated in the
Registration Statement or in the Prospectus, or
as set forth in a letter to you) are beneficially
owned, directly or indirectly, by the Company
subject to no security interest, other
encumbrance or adverse claim.

(f) [If debt securities: The Indenture and
the Securities have been duly authorized, the

Indenture has been duly qualified under the Trust
Indenture Act, executed, and delivered and
constitutes, and the Securities, when duly
executed, authenticated, issued, and delivered as
contemplated hereby and by the Indenture against
payment therefor, will constitute, valid and
legally binding obligations of the Company
enforceable in accordance with their terms,
subject, as to enforcement, to bankruptcy,
insolvency, fraudulent transfer, reorganization,
moratorium and other laws of general
applicability relating to or affecting creditors'
rights and to general equity principles.]

[If equity securities: The Company's
authorized capitalization is as set forth in the
Prospectus and all outstanding shares of Common
Stock of the Company have been duly authorized
and are validly issued, fully paid and non-
assessable and conform to the description thereof
in the Prospectus.

The Securities to be issued and sold by the
Company hereunder have been duly authorized, and,
when [If Preferred Stock: a Certificate of
Designation fixing and determining the terms and
conditions thereof is duly executed and filed
with the office of the Secretary of State of the
State of Delaware and such Securities are duly
executed, countersigned,] issued and delivered
and paid for pursuant to this Agreement, such
Securities will be validly issued, fully paid and
non-assessable and will conform to the
description thereof in the Prospectus, and the
shareholders of the Company have no preemptive
rights with respect to such Securities.]

[If convertible securities: As to any
Securities which are convertible into Common
Stock, ("Convertible Securities"), such
Convertible Securities, when issued as contem-
plated hereby, will be convertible into Common
Stock in accordance with their terms, the shares
of Common Stock initially issuable upon
conversion of any Convertible Securities will
have been duly authorized and reserved for
issuance upon such conversion, and, when so
issued, will be validly issued, fully paid and
non-assessable.]

(g) Except as contemplated in the
Prospectus, subsequent to the respective dates as
of which information is given in the Registration
Statement and the Prospectus, neither the Company
nor any of its subsidiaries has incurred any
liabilities or obligations, direct or contingent,
or entered into any transactions, not in the
ordinary course of business, that are material to
the Company and its subsidiaries taken as a
whole, and there has not been any material
change, on a consolidated basis, in the capital
stock or short-term debt and long-term debt of
the Company and its subsidiaries, or any material

adverse change, or any development involving a
prospective material adverse change, in the
condition (financial or other), business,
prospects, net worth, or results of operations of
the Company and its subsidiaries considered as a
whole.

(h) There are no contracts or documents of
the Company or any of its subsidiaries that are
required to be filed as exhibits to the
Registration Statement or to any of the documents
incorporated by reference therein by the Act,
[the Trust Indenture Act,] or the Exchange Act or
by the rules and regulations of the Commission
thereunder that have not been so filed.

(i) The performance of this Agreement [and
of any Delayed Delivery Contracts (as hereinafter
defined)] and the consummation of the
transactions herein [or therein] contemplated
will not result in a breach or violation of any
of the terms and provisions of, or constitute a
default under, any statute, any agreement or
instrument to which the Company is a party or by
which it is bound or to which any of the property
of the Company is subject, the Company's Restated
Certificate of Incorporation, as amended, or By-
laws, or any order, rule, or regulation of any
court or governmental agency or body having
jurisdiction over the Company or any of its
properties; no consent, approval, authorization,
or order of, or filing with, any court or
governmental agency or body is required for the
consummation of the transactions contemplated by
this Agreement in connection with the issuance or
sale of the Securities by the Company, except
such as may be required under the Act, [the Trust
Indenture Act,] or state securities laws; and the
Company has full power and authority to
authorize, issue and sell the Securities as
contemplated by this Agreement.

3. Purchase, Sale and Delivery of Securities.
On the basis of the representations, warranties and
agreements herein contained, but subject to the terms
and conditions herein set forth, the Company agrees to
issue and sell to each Underwriter, and each
Underwriter agrees, severally and not jointly, to
purchase from the Company, at the purchase price set
forth in Schedule B hereto, the amount of Securities
set forth opposite the name of such Underwriter in
Schedule A hereto [less the reduction for such
Underwriter's portion of any Contract Securities
determined as provided below].

[If debt securities: If so authorized in
Schedule B hereto, the Underwriters may solicit offers
from investors of the types set forth in the
Prospectus to purchase Securities from the Company
pursuant to delayed delivery contracts ("Delayed
Delivery Contracts"). Such contracts shall be
substantially in the form of Exhibit I hereto but with
such changes therein as the Company may approve.

Securities to be purchased pursuant to Delayed
Delivery Contracts are herein called "Contract
Securities." When Delayed Delivery Contracts are
authorized in Schedule B, the Company will enter into
a Delayed Delivery Contract in each case where a sale
of Contract Securities arranged through you has been
approved by the Company but, except as the Company may
otherwise agree, such Delayed Delivery Contracts must
be for at least the minimum amount of Contract
Securities set forth in Schedule B hereto, and the
aggregate amount of Contract Securities may not exceed
the amount set forth in such Schedule. The Company
will advise you not later than 10:00 A.M., New York
City time, on the third full business day preceding
the Closing Date (or at such later time as you may
otherwise agree) of the sales of Contract Securities
that have been so approved. You and the other
Underwriters will not have any responsibility in
respect of the validity or performance of Delayed
Delivery Contracts.

The amount of Securities to be purchased by each
Underwriter as set forth in Schedule A hereto shall be
reduced by an amount that shall bear the same
proportion to the total amount of Contract Securities
as the amount of Securities set forth opposite the
name of such Underwriter bears to the total amount of
Securities set forth in Schedule A hereto, except to
the extent that you determine that such reduction
shall be otherwise than in such proportion and so
advise the Company; provided, however, that the total
amount of Securities to be purchased by all
Underwriters shall be the total amount of Securities
set forth in Schedule A hereto less the aggregate
amount of Contract Securities.

The Securities to be purchased by the
Underwriters will be delivered by the Company to you
for the accounts of the several Underwriters at the
office specified in Schedule B hereto against payment
of the purchase price therefor by certified or
official bank check or checks payable to the order of
the Company or, if so requested by the Company, by
wire transfer to a bank account designated by the
Company in the funds specified, at the office, on the
date, and at the times specified in such Schedule B,
or at such other time not later than eight full
business days thereafter as you and the Company
determine, such time being herein referred to as the
"Closing Date." Unless otherwise specified in Schedule
B, such Securities will be issued in book-entry form
and prepared in the denominations requested by and
registered in the name of, the securities depository
(or a nominee thereof) set forth in Schedule B hereto
and will be made available for checking at least one
business day prior to the Closing Date. If not issued
in book-entry form, such Securities will be prepared
in definitive form and in such authorized
denominations and registered in such names as you may
require upon at least two business days' prior notice
to the Company and will be made available for checking
and packaging at the office at which they are to be
delivered on the Closing Date (or such other office as
may be specified for that purpose in Schedule B) at
least one business day prior to the Closing Date.]

[If equity securities: If provided for in
Schedule B, the Underwriters have the right (an "Over-
allotment Option") to purchase at their election up to
the number of Optional Shares set forth in Schedule B,
at the terms set forth in the first paragraph of this
Section 3, for the sole purpose of covering over-
allotments in the sale of the Firm Shares. Any such
election to purchase Optional Shares may be exercised
only by written notice to the Company, given within a
period specified in Schedule B, setting forth the
aggregate number of Optional Shares to be purchased
and the date on which such Optional Shares are to be
delivered, as determined by you but in no event
earlier than the First Closing Date (as defined in
this Section 3) or, unless you and the Company
otherwise agree in writing, earlier than or later than
the respective number of business days after the date
of such notice set forth in Schedule B.

The number of Optional Shares to be added to the
number of the Firm Shares to be purchased by each
Underwriter as set forth in Schedule A shall be, in
each case, the number of Optional Shares which the
Company has been advised by you have been attributed
to such Underwriter, provided that, if the Company has
not been so advised, the number of Optional Shares to
be so added shall be, in each case, that proportion of
Optional Shares which the number of Firm Shares to be
purchased by such Underwriter bears to the aggregate
number of Firm Shares (rounded as you may determine to
the nearest share). The total number of shares to be
purchased by all the Underwriters shall be the
aggregate number of Firm Shares set forth in Schedule
A plus the aggregate number of the Optional Shares
which the Underwriters elect to purchase.

Certificates for the Firm Shares and Optional
Shares to be purchased by each Underwriter, in
definitive form to the extent practicable, and in such
authorized denominations and registered in such names
as you may request upon at least forty-eight hours'
prior notice to the Company, shall be delivered by or
on behalf of the Company to you, for the account of
such Underwriter, against payment by such Underwriter
or on its behalf of the purchase price therefor by
certified or official bank check or checks, payable to
the order of the Company or, if so requested by the
Company, by wire transfer to a bank account designated
by the Company in the funds specified in Schedule B.
The place, time and date of delivery of and payment
for Firm Shares and Optional Shares shall be as
specified in Schedule B or at such other place, time
and date as you and the Company may agree upon in
writing. Such time and date for delivery of Firm
Shares is herein called the "First Closing Date", such
time and date for delivery of Optional Shares, if not
the First Closing Date, is herein called the "Second
Closing Date", and each such time and date is herein
called the "Closing Date".]

It is understood that you, acting individually
and not in a representative capacity, may (but shall
not be obligated to) make payment to the Company on
behalf of any other Underwriter for Securities to be
purchased by such Underwriter. Any such payment by you
shall not relieve any such Underwriter of any of its
obligations hereunder.

On the Closing Date, the Company will pay to you,
for the account of each Underwriter, any commission or
other compensation that is specified in Schedule B
hereto. Unless otherwise specified in Schedule B,
such payment will be made by certified or official
bank check in New York Clearing House (next day)
funds.

4. Covenants. The Company covenants and agrees
with each Underwriter that:

(a) The Company will cause the Prospectus
Supplement to be filed pursuant to Rule 424 under
the Act not later than the Commission's close of
business on the second business day following the
execution and delivery of this Agreement, or, if
applicable, such earlier time as may be required
by Rule 424(b) and will notify you promptly of
such filing. During the period in which a
prospectus relating to the Securities is required
to be delivered under the Act, the Company will
notify you promptly of the time when any
amendment to the Registration Statement has
become effective or any subsequent supplement to
the Prospectus has been filed and of any request
by the Commission for any amendment or supplement
to the Registration Statement or Prospectus or
for additional information; it will file no
amendment or supplement to the Registration
Statement or Prospectus (other than any
prospectus supplement relating to the offering of
other securities registered under the
Registration Statement or any document required
to be filed under the Exchange Act that upon
filing is deemed to be incorporated by reference
therein) to which you shall reasonably object by
notice to the Company after having been furnished
a copy a reasonable time prior to the filing; and
it will furnish to you at or prior to the filing
thereof a copy of any such prospectus supplement
or any document that upon filing is deemed to be
incorporated by reference in the Registration
Statement or Prospectus.

(b) The Company will advise you, promptly
after it shall receive notice or obtain knowledge
thereof, of the issuance by the Commission of any
stop order suspending the effectiveness of the
Registration Statement, of the suspension of the
qualification of the Securities for offering or
sale in any jurisdiction, or of the initiation or
threatening of any proceeding for any such
purpose; and it will promptly use its best
efforts to prevent the issuance of any stop order
or to obtain its withdrawal if such a stop order
should be issued.

(c) Within the time during which a
prospectus relating to the Securities is required
to be delivered under the Act, the Company will
comply as far as it is able with all requirements
imposed upon it by the Act and the Rules and
Regulations, as from time to time in force, so
far as necessary to permit the continuance of
sales of or dealings in the Securities as
contemplated by the provisions hereof and the
Prospectus. If during such period any event
occurs as a result of which the Prospectus as
then amended or supplemented would include an
untrue statement of a material fact or omit to
state a material fact necessary to make the
statements therein, in the light of the
circumstances then existing, not misleading, or
if during such period it is necessary to amend or
supplement the Registration Statement or
Prospectus to comply with the Act, the Company
will promptly notify you and will amend or
supplement the Registration Statement or
Prospectus (at the expense of the Company) so as
to correct such statement or omission or effect
such compliance.

(d) The Company will use its best efforts
to qualify the Securities [and any Common Stock
into which any Securities are convertible] for
sale under the securities laws of such
jurisdictions as you reasonably designate and to
continue such qualifications in effect so long as
required for the distribution of the Securities,
except that the Company shall not be required in
connection therewith to qualify as a foreign
corporation or to execute a general consent to
service of process in any jurisdiction. The
Company will also arrange for the determination
of the eligibility for investment of the
Securities under the laws of such jurisdictions
as you reasonably request.

(e) The Company will furnish to the
Underwriters copies of the Registration
Statement, the Prospectus (including all
documents incorporated by reference therein), and
all amendments and supplements to the
Registration Statement or Prospectus that are
filed with the Commission during the period in
which a prospectus relating to the Securities is
required to be delivered under the Act (including
all documents filed with the Commission during
such period that are deemed to be incorporated by
reference therein), in each case in such
quantities as you may from time to time
reasonably request.

(f) The Company will make generally
available to its security holders as soon as
practicable, an earnings statement or statements
of the Company which will satisfy the provisions
of Section 11(a) of the Act and Rule 158 under
the Act.

(g) The Company, whether or not the
transactions contemplated hereunder are
consummated or this Agreement is terminated, will
pay all expenses incident to the performance of
its obligations hereunder, will pay the expenses
of printing all documents relating to the
offering, [the cost of preparing any certificates
and representing the Securities [and any Common
Stock into which the Securities are convertible],
and the cost and charges of any transfer agent or
registrar or dividend disbursing agent,] and will
reimburse the Underwriters for any expenses
(including fees and disbursements of counsel)
incurred by them in connection with the matters
referred to in Section 4(d) hereof and the
preparation of memoranda relating thereto [and
for any fees charged by investment rating
agencies for rating the Securities]. If the sale
of Securities to be purchased by the several
Underwriters as provided for herein is not
consummated by reason of any failure, refusal or
inability on the part of the Company to perform
any agreement on its part to be performed, or
because any other condition of the Underwriters'
obligations hereunder required to be fulfilled by
the Company is not fulfilled, the Company will
reimburse the Underwriters for all reasonable
out-of-pocket disbursements (including reasonable
fees and disbursements of counsel) incurred by
the Underwriters in connection with their
investigation, preparing to market and marketing
the Securities or in contemplation of performing
their obligations hereunder. The Company shall
not in any event be liable to any of the
Underwriters for loss of anticipated profits from
the transactions covered by this Agreement.

(h) The Company will apply the net proceeds
from the sale of the Securities as set forth in
the Prospectus.

(i) The Company will not offer or sell, or
determine to offer or sell, any securities that
are substantially similar to the Securities
(except under prior contractual commitments)
during the period ending 20 business days after
the date of this Agreement without your prior
consent.

5. Conditions of Underwriters' Obligations.
The obligations of the several Underwriters to
purchase and pay for Securities as provided herein
shall be subject to the accuracy, as of the date
hereof and the [applicable] Closing Date (as if made
at such Closing Date), of the representations and
warranties of the Company herein, to the performance
by the Company of its obligations hereunder and to the
following additional conditions:

(a) No stop order suspending the
effectiveness of the Registration Statement shall

have been issued and no proceeding for that
purpose shall have been instituted or, to the
knowledge of the Company or any Underwriter,
threatened by the Commission, and any request of
the Commission for additional information (to be
included in the Registration Statement or the
Prospectus or otherwise) shall have been complied
with to your satisfaction.

(b) Except as contemplated in the
Prospectus, subsequent to the respective dates as
of which information is given in the Registration
Statement and the Prospectus, there shall not
have been any change, on a consolidated basis, in
the capital stock or short-term debt and long-
term debt of the Company and its subsidiaries, or
any adverse change, or any development involving
a prospective adverse change, in the condition
(financial or other), business, prospects, net
worth or results of operations of the Company and
its subsidiaries, that, in your judgment, makes
it impractical or inadvisable to offer or deliver
the Securities on the terms and in the manner
contemplated in the Prospectus.

(c) On or after the date of this Agreement
(i) no downgrading shall have occurred in the
rating accorded the Company's [debt] [equity]
securities by any "nationally recognized
statistical rating organization," as that term is
defined by the Commission for purposes of Rule
436(g)(2) under the Act and (ii) no such
organization shall have publicly announced that
it has under surveillance or review, with
possible negative implications, its rating of any
of the Company's [debt] [equity] securities.

(d) You shall have received the opinion of
Mudge Rose Guthrie Alexander & Ferdon, counsel
for the Company, dated such Closing Date, to the
effect that:

(i) The Company has been duly
incorporated and is an existing corporation
in good standing under the laws of its
jurisdiction of incorporation, has full
corporate power and authority to conduct its
business as described in the Registration
Statement and Prospectus and is duly
qualified to do business in each
jurisdiction in which it owns or leases real
property or in which the conduct of its
business requires such qualification, except
where the failure to be so qualified,
considering all such cases in the aggregate,
does not involve a material adverse effect
upon the financial position, or results of
operations of the Company and its
subsidiaries taken as a whole;

(ii) [If debt securities: The
Indenture has been duly authorized, executed
and delivered by the Company and duly

qualified under the Trust Indenture Act; the
Securities purchased by the Underwriters and
paid for as provided herein have been duly
authorized, executed, authenticated, issued,
and delivered in the manner provided in the
Indenture, and the Indenture and the
Securities constitute, and any Contract
Securities, when executed, authenticated,
issued, and delivered in the manner provided
in the Indenture and the Delayed Delivery
Contracts against payment therefor will
constitute, valid and legally binding
obligations of the Company, enforceable in
accordance with their terms, subject, as to
enforcement, to bankruptcy, insolvency,
fraudulent transfer, reorganization,
moratorium and other laws of general
applicability relating to or affecting
creditors' rights and to general equity
principles; and as to any Convertible
Securities purchased by the Underwriters or
any Contract Securities which are
convertible into Common Stock ("Convertible
Contract Securities"), such Convertible
Securities are, and such Convertible
Contract Securities, when executed,
authenticated, issued, and delivered in the
manner provided in the Indenture and the
Delayed Delivery Contracts will be,
convertible into Common Stock of the Company
in accordance with the terms of the
Indenture, the shares of Common Stock
initially issuable upon conversion of any
Convertible Securities have been duly
authorized and reserved for issuance upon
such conversion, and, when so issued, will
be validly issued, fully paid and non-
assessable; and the outstanding shares of
Common Stock of the Company have been duly
authorized and validly issued, are fully
paid and non-assessable and conform to the
description thereof in the Prospectus, and
the shareholders of the Company have no
preemptive rights with respect to the
Securities or the Common Stock;]

(iii) [If equity securities: The
Company's authorized capitalization is as
set forth in the Prospectus;

(iv) Any Securities to be purchased by
the Underwriter hereunder have been duly
authorized; any Securities purchased by the
Underwriters on such Closing Date have been
validly issued and are fully paid and non-
assessable and conform to the description
thereof in the Prospectus; as to any
Convertible Securities purchased by the
Underwriters, such Convertible Securities
are convertible into Common Stock in
accordance with their terms, the shares of
Common Stock initially issuable upon
conversion of any Convertible Securities

have been duly authorized and reserved for
issuance upon such conversion, and, when so
issued, will be validly issued, fully paid
and non-assessable; and the shareholders of
the Company have no preemptive rights with
respect to any Securities to be purchased by
the Underwriters hereunder;]

(v) The Registration Statement has
become effective under the Act and to the
best knowledge of such counsel no stop order
suspending the effectiveness of the
Registration Statement has been issued and
no proceeding for that purpose has been
instituted or threatened by the Commission;

(vi) The descriptions in the
Registration Statement and Prospectus of
statutes, legal and governmental
proceedings, contracts and other documents
are accurate and fairly present the
information required to be shown; and such
counsel do not know of any statutes or legal
or governmental proceedings required to be
described in the Prospectus that are not
described as required, or, to such counsel's
knowledge, of any contracts or documents of
a character required to be described in the
Registration Statement or Prospectus (or
required to be filed under the Exchange Act
if upon such filing they would be
incorporated by reference therein) or to be
filed as exhibits to the Registration
Statement that are not described and filed
as required;

(vii) This Agreement [and any Delayed
Delivery Contracts] have been duly
authorized, executed, and delivered by the
Company;

(viii) The performance of this
Agreement [and any Delayed Delivery
Contracts] and the consummation of the
transactions herein [and therein]
contemplated will not result in a breach or
violation of any of the terms and provisions
of, or constitute a default under, any
statute, agreement, or instrument known to
such counsel to which the Company is a party
or by which it is bound or to which any of
the property of the Company is subject, the
Company's Restated Certificate of
Incorporation, as amended, or By-laws, or
any order, rule, or regulation known to such
counsel of any court or governmental agency
or body having jurisdiction over the Company
or any of its properties; and no consent,
approval, authorization, or order of, or
filing with, any court or governmental
agency or body is required for the
consummation of the transactions
contemplated by this Agreement in connection

with the issuance or sale of the Securities
by the Company, except such as have been
obtained under the Act [and the Trust
Indenture Act] and such as may be required
under state securities laws in connection
with the purchase and distribution of the
Securities by the Underwriters; and

(ix) Each part of the registration
statement, when such part became effective,
complied, and the Registration Statement and
the Prospectus and any amendment or
supplement thereto comply, as to form in all
material respects with the requirements of
the Act, [the Trust Indenture Act,] and the
Rules and Regulations; such counsel shall
also state that although such counsel is not
passing upon or assuming any responsibility
for the accuracy, completeness or fairness
of the statements contained in the
registration statement, the Prospectus or
the Prospectus Supplement, other than those
mentioned in subsection (d)(vi) of this
Section 5, nothing which has come to the
attention of such counsel has caused them to
believe that either any part of the
registration statement, when such part
became effective, contained an untrue
statement of a material fact or omitted to
state a material fact required to be stated
therein or necessary to make the statements
therein not misleading or that the
Prospectus, on the date of the Prospectus
Supplement, or the Prospectus and any
amendment or supplement thereto, on the date
of any such amendment or supplement or on
the Closing Date, included an untrue
statement of a material fact or omitted to
state a material fact necessary to make the
statements therein, in light of the
circumstances under which they were made,
not misleading; and the documents
incorporated by reference in the
Registration Statement or Prospectus or any
amendment or supplement thereto, when they
became effective under the Act or were filed
with the Commission under the Exchange Act,
as the case may be, complied as to form in
all material respects with the requirements
of the Act or the Exchange Act, as
applicable, and the rules and regulations of
the Commission thereunder; it being
understood that such counsel need express no
opinion as to the financial statements or
other financial or statistical data included
in any of the documents mentioned in this
clause [, or as to the statement of
eligibility of the Trustee on Form T-1];

In rendering their opinion, Mudge Rose Guthrie
Alexander & Ferdon may rely as to all matters relating
to the due qualification of the Company to do business
as a foreign corporation upon the opinion of Paul C.
Coppock, Esq., General Counsel of the Company.

(e) You shall have received from counsel
for the Underwriters such opinion or opinions,
dated such Closing Date, with respect to the
incorporation of the Company, the validity of the
Securities, the Registration Statement, the
Prospectus, and other related matters as you
reasonably may request, and such counsel shall
have received such papers and information as they
reasonably request to enable them to pass upon
such matters.

(f) You shall have received a letter from
the Company's independent certified public
accountants, dated such Closing Date, to the
effect set forth in Exhibit II hereto.

(g) You shall have received from the
Company a certificate, signed by the Chairman of
the Board, the President or a Vice President, and
by the principal financial or accounting officer,
of the Company, dated such Closing Date, to the
effect that, to the best of their knowledge based
upon reasonable investigation:

(i) The representations and warranties
of the Company in this Agreement are true
and correct, as if made at and as of such
Closing Date, and the Company has complied
with all the agreements and satisfied all
the conditions on its part to be performed
or satisfied at or prior to such Closing
Date;

(ii) No stop order suspending the
effectiveness of the Registration Statement
has been issued, and no proceeding for that
purpose has been instituted or is
threatened, by the Commission; and

(iii) Subsequent to the date of the
most recent financial statements in the
Prospectus, there has been no material
adverse change in the financial position or
results of operation of the Company and its
subsidiaries except as set forth in or
contemplated by the Prospectus or as
described in such certificate.

(h) The Company shall have furnished to you
such further certificates and documents as you
shall have reasonably requested.

All such opinions, certificates, letters and other
documents will be in compliance with the provisions
hereof only if they are reasonably satisfactory in
form and substance to you. The Company will furnish
you with such conformed copies of such opinions,
certificates, letters and other documents as you shall
reasonably request.

6. Indemnification and Contribution. (a) The
Company will indemnify and hold harmless each
Underwriter against any losses, claims, damages, or
liabilities, joint or several, to which such
Underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out
of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any
part of the registration statement when such part
became effective, or in the Registration Statement,
any Preliminary Prospectus, the Prospectus, or any
amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to
state therein a material fact required to be stated
therein or necessary to make the statements therein
not misleading, and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by
it in connection with investigating or defending
against such loss, claim, damage, liability or action;
provided, however, that the Company shall not be
liable in any such case to the extent that any such
loss, claim, damage, or liability arises out of or is
based upon an untrue statement or alleged untrue
statement or omission or alleged omission made therein
in reliance upon and in conformity with written
information furnished to the Company by you, or by any
Underwriter through you, specifically for use in the
preparation thereof.

(b) Each Underwriter will indemnify and hold
harmless the Company against any losses, claims,
damages, or liabilities to which the Company may
become subject, under the Act or otherwise, insofar as
such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based
upon an untrue statement or alleged untrue statement
of a material fact contained in any part of the
registration statement when such part became
effective, or in the Registration Statement, any
Preliminary Prospectus, the Prospectus, or any
amendment or supplement thereto, or arise out of or
are based upon the omission or alleged omission to
state therein a material fact required to be stated
therein or necessary to make the statements therein
not misleading, in each case to the extent, but only
to the extent, that such untrue statement or alleged
untrue statement or omission or alleged omission was
made therein in reliance upon and in conformity with
written information furnished to the Company by you,
or by such Underwriter through you, specifically for
use in the preparation thereof, and will reimburse the
Company for any legal or other expenses reasonably
incurred by the Company in connection with
investigating or defending against any such loss,
claim, damage, liability or action.

(c) Promptly after receipt by an indemnified
party under subsection (a) or (b) above of notice of
the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made
against the indemnifying party under such subsection,
notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify
the indemnifying party shall not relieve it from any
liability that it may have to any indemnified party
otherwise than under such subsection. In case any such
action shall be brought against any indemnified party,
and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be
entitled to participate in, and, to the extent that it
shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof,
with counsel satisfactory to such indemnified party
(who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying
party), and after notice from the indemnifying party
to such indemnified party of its election so to assume
the defense thereof, the indemnifying party shall not
be liable to such indemnified party under such
subsection for any legal or other expenses
subsequently incurred by such indemnified party in
connection with the defense thereof other than
reasonable costs of investigation.

(d) If the indemnification provided for in this
Section 6 is unavailable or insufficient to hold
harmless an indemnified party under subsection (a) or
(b) above, then each indemnifying party shall
contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims,
damages or liabilities referred to in subsection (a)
or (b) above, (i) in such proportion as is appropriate
to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the
other from the offering of the Securities or (ii) if
the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative
fault of the Company on the one hand and the
Underwriters on the other in connection with the
statements or omissions that resulted in such losses,
claims, damages, or liabilities, as well as any other
relevant equitable considerations. The relative
benefits received by the Company on the one hand and
the Underwriters on the other shall be deemed to be in
the same proportion as the total proceeds from the
offering of the Securities (before deducting expenses)
received by the Company bear to the total compensation
or profit (before deducting expenses) received or
realized by the Underwriters from the purchase and
resale, or underwriting, of the Securities. The
relative fault shall be determined by reference to,
among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to
information supplied by the Company or the
Underwriters and the parties' relative intent,
knowledge, access to information, and opportunity to
correct or prevent such untrue statement or omission.
The Company and the Underwriters agree that it would
not be just and equitable if contributions pursuant to
this subsection (d) were to be determined by pro rata
allocation (even if the Underwriters were treated as
one entity for such purpose) or by any other method of
allocation that does not take account of the equitable
considerations referred to in the first sentence of
this subsection (d). The amount paid by an indemnified
party as a result of the losses, claims, damages or
liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified
party in connection with investigating or defending
against any action or claim that is the subject of
this subsection (d). Notwithstanding the provisions of
this subsection (d), no Underwriter shall be required
to contribute any amount in excess of the amount by
which the total price at which the Securities
underwritten by it and distributed to the public were
offered to the public exceeds the amount of any
damages that such Underwriter has otherwise been
required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The
Underwriters' obligations in this subsection (d) to
contribute are several in proportion to their
respective underwriting obligations and not joint.

(e) The obligations of the Company under this
Section 6 shall be in addition to any liability that
the Company may otherwise have and shall extend, upon
the same terms and conditions, to each person, if any,
who controls any Underwriter within the meaning of the
Act or the Exchange Act; and the obligations of the
Underwriters under this Section 6 shall be in addition
to any liability that the respective Underwriters may
otherwise have and shall extend, upon the same terms
and conditions, to each director of the Company
(including any person who, with his consent, is named
in the Registration Statement as about to become a
director of the Company), to each officer of the
Company who has signed the Registration Statement and
to each person, if any, who controls the Company
within the meaning of the Act or the Exchange Act.

7. Representations and Agreements to Survive
Delivery. All representations, warranties, and
agreements of the Company herein or in certificates
delivered pursuant hereto, and the agreements of the
several Underwriters contained in Section 6 hereof,
shall remain operative and in full force and effect
regardless of any investigation made by or on behalf
of any Underwriter or any controlling persons, or the
Company or any of its officers, directors or any
controlling persons, and shall survive delivery of and
payment for the Securities.

8. Substitution of Underwriters. (a) If any
Underwriter or Underwriters shall fail to take up and
pay for the amount of Securities agreed by such
Underwriter or Underwriters to be purchased hereunder,
upon tender of such Securities in accordance with the
terms hereof, and the amount of Securities not
purchased does not aggregate more than 10% of the
total amount of Securities set forth in Schedule A
hereto, the remaining Underwriters shall be obligated
to take up and pay for (in proportion to their
respective underwriting obligations hereunder as set
forth in Schedule A hereto except as may otherwise be
determined by you) the Securities that the withdrawing
or defaulting Underwriter or Underwriters agreed but
failed to purchase.

(b) If any Underwriter or Underwriters shall
fail to take up and pay for the amount of Securities
agreed by such Underwriter or Underwriters to be
purchased hereunder, upon tender of such Securities in
accordance with the terms hereof, and the amount of
Securities not purchased aggregates more than 10% of
the total amount of Securities set forth in Schedule A
hereto, and arrangements satisfactory to you and the
Company for the purchase of such Securities by other
persons are not made within 36 hours thereafter, this
Agreement shall terminate. In the event of any such
termination the Company shall not be under any
liability to any Underwriter (except to the extent
provided in Section 4(g) and Section 6 hereof) nor
shall any Underwriter (other than an Underwriter who
shall have failed, otherwise than for some reason
permitted under this Agreement, to purchase the amount
of Securities agreed by such Underwriter to be
purchased hereunder) be under any liability to the
Company (except to the extent provided in Section 6
hereof).

9. Termination. You shall have the right to
terminate this Agreement by giving notice as
hereinafter specified at any time at or prior to the
Closing Date if (i) the Company shall have failed,
refused, or been unable, at or prior to the Closing
Date, to perform any agreement on its part to be
performed hereunder, (ii) any other condition of the
Underwriters' obligations hereunder is not fulfilled,
(iii) trading on the New York Stock Exchange or the
American Stock Exchange shall have been wholly
suspended or subject to a material limitation, (iv)
minimum or maximum prices for trading shall have been
fixed, or maximum ranges for prices for securities
shall have been required, on the New York Stock
Exchange or the American Stock Exchange, by such
Exchange or by order of the Commission or any other
governmental authority having jurisdiction, (v) a
banking moratorium shall have been declared by Federal
or New York authorities, or (vi) an outbreak or
escalation of hostilities in which the United States
is involved, a declaration of war or national
emergency by Congress, any other substantial national
or international calamity or any other event or
occurrence of a similar character shall have occurred
since the execution of this Agreement that, in your
judgment, makes it impractical or inadvisable to
proceed with the completion of the sale of and payment
for the Securities to be purchased by the
Underwriters. Any such termination shall be without
liability of any party to any other party except that
the provisions of Section 4(g) and Section 6 hereof
shall at all times be effective. If you elect to
terminate this Agreement as provided in this Section,
the Company shall be notified promptly by you by
telephone or telecopy and confirmed by letter.

10. Notices. All notices or communications
hereunder shall be in writing and if sent to you shall
be mailed, delivered or telecopied and confirmed to
you at the address set forth for that purpose in
Schedule B hereto, or if sent to the Company, shall be
mailed, delivered or telecopied and confirmed to the
Company at 350 Poplar Church Road, P.O. Box 8888, Camp
Hill, Pennsylvania 17001-8888, Attention: Senior Vice
President and Chief Financial Officer. Notice to any
Underwriter pursuant to Section 6 hereof shall be
mailed, delivered or telecopied and confirmed to such
Underwriter's address as it appears in such
Underwriter's questionnaire or other notice furnished
to the Company in writing for the purpose of
communications hereunder. Any party to this Agreement
may change such address for notices by sending to the
parties to this Agreement written notice of a new
address for such purpose.

11. Parties. This Agreement shall inure to the
benefit of and be binding upon the Company and the
Underwriters and their respective successors and the
controlling persons, officers and directors referred
to in Section 6 hereof, and no other person will have
any right or obligation hereunder. No purchaser of
any Securities from any Underwriter shall be deemed a
successor or assign by reason merely of such purchase.

12. Representation of Underwriters. In all
dealings with the Company under this Agreement, you
shall act on behalf of each of the several
Underwriters, and any action under this Agreement
taken by you or by any one of you designated in
Schedule B hereto will be binding upon all the
Underwriters.

13. Counterparts. This Agreement may be
executed in two or more counterparts, each of which
shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

14. Applicable Law. This Agreement shall be
governed by, and construed in accordance with, the
laws of the State of New York.

__________

If the foregoing correctly sets forth the
understanding between the Company and the several
Underwriters, please so indicate in the space provided
below for that purpose, whereupon this letter shall
constitute a binding agreement between the Company and
the several Underwriters. Alternatively, the execution
of this Agreement by the Company and its acceptance by
or on behalf of the Underwriters may be evidenced by
an exchange or telegraphic or other written
communications.

Very truly yours,

Harsco Corporation

By:_________________________________________________
Name: ____________________________________________
Title: ___________________________________________

[By:________________________________________________
Name: ____________________________________________
Title: ]

Accepted at New York, New
York, as of the date first
above written [on behalf of
ourselves and as
Representative of the other
Underwriters named in
Schedule A hereto]

[Name of Representative]

By:_______________________________________
Name:___________________________________
Title:__________________________________

<PAGE>

EXHIBIT I

HARSCO CORPORATION

_____________________________________
[Insert specific title of securities]

DELAYED DELIVERY CONTRACT
-------------------------

_______________________
[Insert date of initial
public offering]

Harsco Corporation

c/o The Representative or Representatives
Specified in Schedule B

Gentlemen:

The undersigned hereby agrees to purchase from
Harsco Corporation ("Company"), and the Company agrees
to sell to the undersigned, [If one delayed closing,
insert - as of the date hereof, for delivery on
, 19 ("Delivery Date")] $ principal amount
of the Company's ("Securities"), offered by
the Company's Prospectus relating thereto, receipt of
a copy of which is hereby acknowledged, at a purchase
price of % of the principal amount thereof plus
accrued interest, if any, from to the
Delivery Date and on the further terms and conditions
set forth in this contract.

[If two or more delayed closings, insert the
following:

The undersigned will purchase from the Company as
of the date hereof, for delivery on the dates set
forth below, Securities in the amounts set forth
below:

Delivery Date Amount
------------ ------

__________ __________

Each of such delivery dates is hereinafter referred to
as a Delivery Date.]

Payment for the Securities that the undersigned
has agreed to purchase for delivery on a Delivery Date
shall be made to the Company or its order by certified
or official bank check in New York Clearing House
(next day) funds at the office of
at A.M. on that Delivery Date upon delivery to
the undersigned of the Securities to be purchased by
the undersigned for delivery on that Delivery Date in
definitive form and in such denominations and
registered in such names as the undersigned may
designate by written or telegraphic communication
addressed to the Company not less than five full
business days prior to that Delivery Date. If no
request is received, the Securities will be registered
in the name of the undersigned and issued in a
denomination equal to the total amount of Securities
to be purchased by the undersigned on that Delivery
Date.

The obligation of the Company to make delivery of
and accept payment for, and the obligation of the
undersigned to take delivery of and make payment for,
Securities on a Delivery Date shall be subject only to
the conditions that (1) investment in the Securities
shall not at that Delivery Date be prohibited under
the laws of any jurisdiction in the United States to
which the undersigned is subject, which investment the
undersigned represents is not prohibited on the date
hereof, and (2) the Company shall have sold to the
Underwriters the amount of the Securities to be sold
to them pursuant to the Underwriting Agreement
referred to in the Prospectus mentioned above.

Promptly after completion of the sale to the
Underwriters, the Company will mail or deliver to the
undersigned at its address set forth below notice to
such effect, accompanied by a copy of the opinion of
counsel for the Company delivered to the Underwriters
in connection therewith.

This contract will inure to the benefit of and be
binding upon the parties hereto and their respective
successors, but will not be assignable by either party
hereto without the written consent of the other.

It is understood that the acceptance of this
contract and any other similar contracts is in the
Company's sole discretion and, without limiting the
foregoing, need not be on a first-come, first-served
basis. If this contract is acceptable to the Company,
it is requested that the Company sign the form of
acceptance below and mail or deliver one of the
counterparts hereof to the undersigned at its address
set forth below. This will become a binding contract
between the Company and the undersigned when such
counterpart is so mailed or delivered.

This contract shall be governed by, and construed
in accordance with, the laws of the State of New York.

Very truly yours,

___________________
(Name of Purchaser)

By: _______________

___________________
(Title of Signatory)

___________________

___________________
(Address of Purchaser)

Accepted, as of the above date.

Harsco Corporation

By:__________________________
[Insert Title]

[By:_________________________
[Insert Title] ]

<PAGE>
EXHIBIT II

(1) They are independent certified public
accountants with respect to the Company, within the
meaning of the Securities Act of 1933, as amended (the
"Act") and the applicable published rules and
regulations thereunder.

(2) In their opinion, the consolidated financial
statements and consolidated financial statement
schedules audited by them and incorporated by
reference in the Registration Statement and Prospectus
comply as to form in all material respects included
with the applicable accounting requirements of the Act
and the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as applicable, and the related
published rules and regulations thereunder. They have
performed the procedures specified by the American
Institute of Certified Public Accountants for a review
of interim financial information as described in SAS
71, Interim Financial Information, on the unaudited
financial statements included in the Company's
Quarterly Reports on Form 10-Q incorporated by
reference in the Prospectus.

(3) On the basis of procedures referred to in
such letter, including a reading of the latest
available unaudited interim financial statements of
the Company and inquiries of certain officials of the
Company responsible for financial and accounting
matters, nothing caused them to believe that:

(A) Any material modifications should be
made to the unaudited condensed consolidated
financial statements, if any, included or
incorporated by reference in the Prospectus, for
them to be in conformity with generally accepted
accounting principles;

(B) The unaudited condensed consolidated
financial statements, if any, included or
incorporated by reference in the Prospectus do
not comply as to form in all material respects
with the applicable accounting requirements of
the Exchange Act as it applies to Form 10-Q and
the related published rules and regulations of
the Securities and Exchange Commission (the
"Commission") thereunder;

(C) The unaudited pro forma condensed
consolidated financial statements, if any,
included or incorporated by reference in the
Prospectus do not comply as to form in all
material respects with the applicable accounting
requirements of Rule 11-02 of Regulation S-X of
the Commission or that the pro forma adjustments
have not been properly applied to the historical
amounts in the compilation of those statements;

(D) At the date of the latest available
internal balance sheet of the Company and at a
subsequent specified date not more than five days

prior to the date of such letter, there was any
change in the capital stock, short-term or long-
term debt of the Company and its consolidated
subsidiaries, or any decrease in consolidated net
current assets or net assets as compared with
amounts shown in the latest balance sheet
included or incorporated by reference in the
Prospectus except in all cases for changes or
decreases that the Prospectus discloses have
occurred or may occur or as may be set forth in
such letter; or

(E) For the period from the date of the
latest balance sheet included or incorporated by
reference in the Prospectus to the date of the
latest available internal balance sheet of the
Company and to a subsequent specified date not
more than five days prior to the date of such
letter, there was any decrease, as compared with
the corresponding period of the previous year and
with the period of corresponding length ended on
the date of the latest balance sheet included or
incorporated by reference in the Prospectus, in
consolidated net sales or in the total or per
share amounts of income before extraordinary
items or of net income, except in all cases for
changes or decreases that the Prospectus
discloses have occurred or may occur or as may be
set forth in such letter.

(4) In addition to their audit referred to in
their reports included or incorporated by reference in
the Registration Statement and Prospectus and the
procedures referred to in (3) above, they have carried
out certain other specified procedures, not
constituting an audit, with respect to certain
specified dollar amounts, percentages and other
financial information (in each case to the extent that
such dollar amounts, percentages, and other financial
information are derived, either directly or by
analysis or computation, from the general accounting
records of the Company and its subsidiaries) that are
included or incorporated by reference in the
Prospectus and appear in the Prospectus or
incorporated documents and have found such dollar
amounts, percentages and financial information to be
in agreement with the general accounting records of
the Company and its subsidiaries.

<PAGE>

SCHEDULE A
<TABLE>

If Debt Securities: Principal
Amount of
Securities
to be
Underwriter Purchased
---------- ---------

<S> <C>
. . . . . . . . $
. . . . . . . .
. . . . . . . . __________
Total . . . . . . . . $
==========
</TABLE>

<TABLE>

If Equity Securities:
Number of
Firm Shares
to be
Underwriter Purchased
----------- ---------

<S> <C>
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . .
. . . . . . . . __________
Total . . . . . . . .
==========
</TABLE>

<PAGE>
SCHEDULE B

Underwriting Agreement dated:

Registration Statement No.:
Closing -
Office for delivery of Securities:

Office for payment for Securities:
Date and time of Closing:

Office for checking Securities:
Specified Funds for Payment of the Purchase
Price:
Name of Representative or Representatives:

Address for notices per Section 10:
Name of Underwriter to act per Section 12:
If Debt Securities -

Title of Securities:
Indenture:

Amount of Securities:
Purchase Price:
Underwriting commissions or other compensation:

Delayed Delivery -
Fee:

Minimum amount of each Contract:
Maximum amount of all Contracts:
Particular terms of the Securities:

Maturity Date:
Interest Rate:

Interest Payment Dates:
Record Dates:
Optional Redemption:

Sinking Fund:
Other Terms:

If Common Stock -

Number of Firm Shares:
Maximum Number of Optional Shares:
Initial Offering Price to Public:

Purchase Price by Underwriters:
If Preferred Stock -

Board Resolution Fixing the Terms and Conditions
of the Preferred Stock dated:

Title of Preferred Stock:
Number of Firm Shares:

Maximum Number of Optional Shares:
Initial Offering Price to Public:
Purchase Price by Underwriters:

Particular terms of the Preferred Stock -
Dividend Rate:

Dividend Payment Dates:
Dividend Rights:
Voting Rights:

Liquidation Value:
Preemptive Rights:

Redemption Provisions:
Sinking Fund Provisions:
Other terms:

Exhibit 4(a)

RESTATED CERTIFICATE OF INCORPORATION

Harsco Corporation, a corporation organized and
existing under the laws of the State of Delaware,
hereby certifies as follows:

1. The name of the Corporation is Harsco
Corporation. The date of filing its original
Certificate of Incorporation with the Secretary
of State was February 28, 1956.

2. This Restated Certificate of Incorporation
restates and integrates and further amends the
Certificate of Incorporation of this Corporation
by amending Article Thirteenth and adding new
Article Seventeenth.

3. This Restated Certificate of Incorporation was
duly adopted by the Board of Directors and the
Stockholders in accordance with Sections 245 and
242 of the General Corporation Law of the State
of Delaware.

4. The text of the Certificate of Incorporation as
amended or supplemented heretofore is further
amended hereby to read as herein set forth in
full:

FIRST: The name of the Corporation is HARSCO
CORPORATION.

SECOND: The location of its registered office in the
State of Delaware is 1209 Orange Street, in the City
of Wilmington, County of New Castle. The name of the
registered agent therein and in charge thereof is The
Corporation Trust Company, 1209 Orange Street,
Wilmington, New Castle County, Delaware.

THIRD: The objects and purposes for which and for
any of which this Corporation is formed are to do any
or all of the things herein set forth to the same
extent as natural persons might or could do, viz:

1. To manufacture, purchase, lease or otherwise
acquire, to hold, own, mortgage, pledge, sell,
assign and transfer or otherwise dispose of, to
invest, trade, design, install, fabricate,
prefabricate, import, export, package, ship,
grant licenses with respect of, deal in and with,
as principal agent, factor or otherwise, at
wholesale, retail, on commission or otherwise,
products, articles and any or all things capable
of fabrication or prefabrication; in general, but
without limitation, to engage in the fabricating
or prefabricating business in all its varied
branches.

2. To manufacture, purchase, lease or otherwise
acquire, to hold, own, mortgage, pledge, sell,
assign and transfer or otherwise dispose of, to
invest, trade, import, export, deal in and deal
with goods, wares and merchandise and real and
personal property of every class and description
and in particular, lands, properties, easements,
buildings, business concerns and undertakings,
concessions, produce, and any interest in real or
personal property, and any claims against such
property or against any person or corporation,
and to carry on any business concern, or
undertaking so acquired.

3. To purchase, receive, hold and own bonds,
mortgages, debentures, notes, shares of capital
stock and other securities, obligations,
contracts and evidences of indebtedness of any
company, corporation or association, or of any
government, state, municipality or body politic;
to receive, collect and dispose of interest,
dividends, and income upon, of and from any of
the bonds, mortgages, debentures, notes, shares
of capital stock, securities, obligations,
contracts, evidences of indebtedness and other
property held or owned by it, and to exercise in
respect of all such bonds, mortgages, debentures,
notes, shares of capital stock, securities,
obligations, contracts, evidences of indebtedness
and other property, any and all the rights,
powers and privileges of individual ownership
thereof, including the right to vote thereon.

4. To acquire the good will, rights and property,
and to undertake the whole or any part of the
assets and liabilities of any person, firm,
association or corporation, and to pay for the
same in cash, stock or bonds of this Corporation
or otherwise.

5. To acquire, hold, use, sell, assign, lease, grant
licenses in respect of, mortgage or otherwise
dispose of letters patent of the United States or
any foreign country, patents, patent rights,
licenses and privileges, inventions, improvements
and processes, trademarks and trade names and
copyrights relating to or useful in connection
with any business of this Corporation.

6. To buy, sell, process, transport, truck and
otherwise deal in all kinds of by-products of
iron, steel and other metal industries or either
of them or in which iron, steel and other metals
form a substantial part, and to engage in a
general extracting business in iron, steel and
other metals.

7. To engage in the manufacture and sale of
castings, die castings, dies, tools, jigs and
fixtures; die casting, polishing and other
machinery; and manufactured products of all
kinds.

8. To enter into, make, perform and carry out
contracts of every kind for any lawful purpose,
without limit as to amount, with any person,
firm, association or corporation.

9. To draw, make, accept, endorse, discount, execute
and issue promissory notes, bills of exchange,
warrants and other negotiable or transferable
instruments.

10. To borrow money, issue bonds, debentures or
obligations of this Corporation from time to
time, for any of the objects or purposes of the
corporation, and to secure the same by mortgage,
pledge, deed of trust or otherwise.

11. To purchase, hold and reissue the shares of its
capital stock; provided that this Corporation
shall not use its funds or property for the
purchase of its own shares of capital stock when
such use would cause any impairment of the
capital of the Corporation; and provided further
that shares of its own capital stock belonging to
the Corporation shall not be voted upon directly
or indirectly.

12. To have one or more offices, to carry on all or
any of its operations and business and without
restriction or limit as to amount, to purchase or
otherwise acquire, to hold, own, mortgage, sell,
convey or otherwise dispose of real and personal
property of every class and description in any of
the States, Districts, Territories or Colonies of
the United States and in any and all foreign
countries, subject to the laws of such States,
Districts, Territories, Colonies or Countries.

13. In general, to carry on the foregoing or any
other business in connection with the foregoing,
either as principal, agent, factor or otherwise,
at wholesale, retail, on commission or otherwise,
whether manufacturing or otherwise, and to have
and to exercise all the powers conferred by the
laws of Delaware upon corporations formed under
the act hereinafter referred to.

14. The foregoing clauses shall be construed as
objects and powers and it is hereby expressly
provided that the foregoing enumeration of
specific powers shall not be held to limit or
restrict in any manner the powers of this
Corporation.

FOURTH: The total number of shares of all classes of
stock which this Corporation shall have authority to
issue is 54,000,000 shares, of which 4,000,000 shares
are to be Preferred Stock of the par value of $1.25
per share and 50,000,000 shares are to be Common Stock
of the par value of $1.25 per share.

The amount of capital with which this Corporation will
commence business is $1,250.

A statement of such of the designations and powers,
preferences and rights, and the qualifications,
limitations or restrictions thereof, in respect of the
different classes of stock of this Corporation, the
fixing of which by this Certificate of Incorporation
is desired, and the express grant of authority desired
to be granted to the Board of Directors to fix by
resolution or resolutions any thereof that may be
desired but which are not fixed by this Certificate of
Incorporation, are as follows:

Division A. Preferred Stock

1. Issuable in Series - Shares of the Preferred
Stock may be divided into and issued in series
from time to time as herein provided. Each such
series shall be designated so as to distinguish
the shares thereof from the shares of all other
series and shall have such voting powers, full or
limited or without voting powers, designations,
preferences and relative, participating, optional
or other special rights, and qualifications,
limitations or restrictions thereof, as shall be
stated and expressed herein or in the resolution
or resolutions providing for the issue of such
stock adopted by the Board of Directors pursuant
to the authority expressly vested in it by the
provisions of this Certificate of Incorporation.

2. Authority of Board of Directors to Create Series
- The Board of Directors of this Corporation is
hereby expressly granted authority at any time or
from time to time, by resolution or resolutions,
to create one or more series of the Preferred
Stock, to fix the authorized number of shares of
any series (which number of shares may vary as
between series and be changed from time to time
by like action), and to fix terms of such series
to the full extent now or hereafter permitted by
the laws of the State of Delaware, including but
not limited to, the following:

(a) the designation of such series, which may be
by distinguishing number, letter or title;

(b) the rate or rates at which shares of such
series shall be entitled to receive
dividends, the periods in respect of which
dividends are payable, the conditions upon,
and times of payment of, such dividends, the
relationship and preference, if any, of such
dividends to dividends payable on any other
class or classes or any other series of
stock, whether such dividends shall be
cumulative and, if cumulative, the date or
dates from which such dividends shall
accumulate, and the other terms and
conditions applicable to dividends upon
shares of such series;

(c) the rights of the holders of the shares of
such series in case this Corporation be
liquidated, dissolved or wound up (which may
vary depending upon the time, manner, or
voluntary or involuntary nature or other
circumstances of such liquidation,
dissolution or winding up) and the
relationship and preference, if any, of such
rights to rights of holders of shares of
stock of any other class or classes or any
other series of stock;

(d) the right, if any, to redeem shares of such
series at the option of this Corporation,
including any limitation of such right, and
the amount or amounts to be payable in
respect of the shares of such series in case
of such redemption (which may vary depending
on the time, manner or other circumstances
of such redemption), and the manner, effect
and other terms and conditions of any such
redemption thereof;

(e) the obligation, if any, of this Corporation
to purchase, redeem or retire shares of such
series and/or to maintain a fund for such
purpose, and the amount or amounts to be
payable from time to time for such purpose
or into such fund, or the number of shares
to be purchased, redeemed or retired, the
per share purchase price or prices and the
other terms and conditions of any such
obligation or obligations;

(f) the voting rights, if any, full, special or
limited, to be given the shares of such
series, including without limiting the
generality of the foregoing, the right, if
any, as a series or in conjunction with
other series or classes, to elect one or
more members of the Board of Directors
either generally or at certain times or
under certain circumstances, and
restrictions, if any, on particular
corporate acts without a specified vote or
consent of holders of such shares (such as,
among others, restrictions on modifying the
terms of such series or of the Preferred
Stock, restricting the permissible terms of
other series or the permissible variations
between series of Preferred Stock,
authorizing or issuing additional shares of
Preferred Stock, creating debit or creating
any class of stock ranking prior to or on a
parity with the Preferred Stock or any
series thereof as to dividends or assets);

(g) the right, if any, to exchange or convert
the shares of such series into shares of any
other series of the Preferred Stock or into
shares of any other class of stock of this
Corporation, and the rate or basis, time,
manner, terms and conditions of exchange or

conversion or the method by which the same
shall be determined; and

(h) the other special rights, if any, and the
qualifications, limitations or restrictions
thereof, of the shares of such series.

The Board of Directors shall fix the terms of
each such series by resolution or resolutions
adopted at any time prior to the issuance of the
shares thereof, and the terms of each such series
may, subject only to restrictions, if any,
imposed by applicable law, vary from the terms of
other series to the extent determined by the
Board of Directors from time to time and provided
in the resolution or resolutions fixing the terms
of the respective series of the Preferred Stock.

The Board of Directors is also hereby expressly
granted authority, at any time or from time to
time, by resolution or resolutions, within the
then total authorized number of shares of the
Preferred Stock of all series, to increase the
authorized number of shares of any series or of
any Preferred Stock which is not part of a then
existing series and to establish or re-establish
any authorized or unissued shares of Preferred
Stock as shares of any series or as Preferred
Stock which is not part of any then existing
series.

Division B. Common Stock

3. Dividends - Out of the assets of this Corporation
available for dividends, remaining after full
satisfaction of the applicable preferential
rights, if any, of holders of outstanding shares
of Preferred Stock, in accordance with the
provisions of any certificate or certificates
setting forth the resolutions fixing the terms of
series of the Preferred Stock and after making
such provision, if any, as the Board of Directors
may, in its discretion, deem necessary for
working capital and reserves or for compliance
with any other terms of any series of the
Preferred Stock, then, and not otherwise,
dividends may be declared and paid upon the
Common Stock, to the exclusion of the Preferred
Stock.

4. Purchases - Subject to any applicable provisions
of any certificate or certificates setting forth
the resolutions fixing the terms of any series of
the Preferred Stock, this Corporation may at any
time or from time to time purchase shares of its
Common Stock in any manner now or hereafter
permitted by law, publicly or privately, or
pursuant to any agreement.

5. Distribution of Assets - In the event that this
Corporation shall be liquidated, dissolved or
wound up, after satisfaction of the applicable
preferential rights, if any, of holders of

outstanding shares of Preferred Stock in
accordance with any certificate or certificates
setting forth the terms of any series of the
Preferred Stock, the holders of the Common Stock
shall be entitled to receive, pro rata and to the
exclusion of the Preferred Stock, all of the
remaining assets of this Corporation available
for distribution to its stockholders.

6. Voting Rights - Except as provided in any
certificate or certificates setting forth the
resolutions fixing the terms of series of the
Preferred Stock, or as otherwise required by law,
the holders of the Common Stock shall possess
full and exclusive voting power for the election
of directors and for all other purposes.

Division C. General

7. Issuance of Shares - All authorized shares of
stock of this Corporation shall be available for
issuance and may be issued in accordance with the
provisions of this Certificate of Incorporation,
as from time to time amended, and the statutes in
such case made and provided, for such
consideration permitted by law (not less than the
par or stated value thereof) as may be fixed from
time to time by the Board of Directors. Without
limiting in any way the generality of the
foregoing, shares of any class of stock of this
Corporation or of any series of any class may be
issued in exchange for and upon surrender of
outstanding shares of any other class or series
upon such basis as the Board of Directors may at
any time or from time to time determine and all
shares so issued shall be and be taken to be
full-paid and non-assessable and not liable to
any further call, subject to the provisions of
paragraph 8 below.

8. Exchange or Conversion of Shares - If any shares
of stock of this Corporation are at any time
issued in exchange for or upon conversion of
outstanding shares of another class or series,
the capital of this Corporation in respect of the
shares surrendered for exchange or conversion
immediately prior to such issue, or deemed by the
Board of Directors to be applicable to said
shares, shall thereupon and in each case, without
effecting a reduction of the capital of this
Corporation, be and be deemed to be allocated to
the shares so issued or, if shares of more than
one series or class of stock be so issued, to be
allocated between the shares of the series or
classes so issued as may be determined by the
Board of Directors; provided that, if any shares
so issued be shares with par value, the amount to
be allocated to them shall be at least equal to
the aggregate par value of such shares and, if
the shares so issued be shares with a par value
and also shares without par value, the amount to
be allocated to them in the aggregate shall
exceed the aggregate par value of said shares

with par value. Nothing herein shall prevent the
taking of any action at any time or from time to
time with respect to the capital of this
Corporation, however such capital shall then be
allocated, or whether to increase or decrease the
same with respect to any class or classes, or
otherwise, in any manner or to any extent now or
hereafter permitted by law.

9. Fractional Shares - Fractions of shares resulting
from any exchange or conversion of outstanding
shares of stock of this Corporation may, in the
discretion of the Board of Directors, be
disregarded in whole or part, to be provided for
in cash or be represented by scrip certificates
containing such terms and conditions (including
without limitation and if deemed advisable non-
voting and non-dividend bearing provisions and
authority for the sale of fractions of shares
represented by such scrip certificates for
account of the holders thereof) as the Board of
Directors may fix and determine.

FIFTH: The names and places of residence of each of
the original incorporators are as follows:

<TABLE>
<S> <C>
Gardner Small 277 Avenue C
New York, NY

Rolf F. Wisness 470 76th Street
Brooklyn, NY

Herbert A. Power 77-17 64th Street
Glendale, L.I., NY
</TABLE>

SIXTH: This Corporation is to have perpetual
existence.

SEVENTH: The private property of the stockholders
shall not be subject to the payment of corporate debts
to any extent whatever.

EIGHTH: No holder of any stock of this Corporation
shall be entitled as of right to purchase or subscribe
for any part of any stock of the Corporation
authorized herein or of any additional stock of any
class to be issued by reason of any increase of the
authorized capital stock of the Corporation, or of any
bonds, certificates of indebtedness, debentures or
other securities convertible into stock of the
Corporation, but any stock authorized herein or any
such additional authorized issue of any stock or of
securities convertible into stock may be issued and
disposed of by the Board of Directors to such persons,
firms, corporations or associations, and upon such
terms and conditions as the Board of Directors may in
their discretion determine, without offering any
thereof on the same term or on any terms to the
stockholders then of record or to any class of
stockholder.

NINTH: In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized:

(a) The make, alter, amend and rescind the by-laws
of this Corporation; to fix the amount to be
reserved as working capital; to authorize and
cause to be executed mortgages and liens upon
the real and personal property of this
Corporation.

(b) From time to time to determine whether and to
what extent and at what times and places and
under what conditions and regulations the
accounts and books of this Corporation, other
than the stock ledger, or any of them, shall be
open to the inspection of the stockholder, and
no stockholder shall have any right of
inspecting any account or book or document of
this Corporation except as conferred by
statute, or authorized by the directors, or by
a resolution of the stockholders.

(c) If the by-laws so provide, to designate two or
more of their number to constitute an executive
committee, which committee shall for the time
being, as provided in said resolution or in the
by-laws of this Corporation, have and exercise
any or all of the powers of the Board of
Directors in the management of the business and
affairs of this Corporation, and have power to
authorize the seal of this Corporation to be
affixed to all papers which may require it.

TENTH: This Corporation may in its by-laws confer
powers additional to the foregoing upon the directors,
in addition to the powers and authorities expressly
conferred upon them by the statute.

ELEVENTH: Both stockholders and directors shall have
power, if the by-laws so provide, to hold their
meetings either within or without the State of
Delaware; and the Corporation may have one or more
offices in addition to the principal office in
Delaware, and keep its books (subject to the provision
of the statutes) outside of the State of Delaware at
such places as may be from time to time designated by
the Board.

TWELFTH: No contact or other transaction between
the Corporation and any other firm or corporation
shall be affected or invalidated by the fact that any
one or more of the directors or officers of the
Corporation is or are interested in or is a member,
director, officer or stockholder or are members,
directors, officers or stockholders of, such other
firm or corporation, and any director or directors,
officer of officers, individually or jointly, may be a
party or parties to or may be interested in any
contract or transaction of the Corporation or in which
the Corporation is interested; and no contract, act or
transaction of the Corporation with any person, firm,
corporation or association shall be affected or

invalidated by the fact that any director or
directors, or officer or officers of the Corporation
is a party or are parties to or interested in such
contract, act or transaction or in any way connected
with such person, firm, corporation or association,
and each and every person, who may become a director
or officer of the Corporation is hereby relieved, as
far as is legally permissible, from any disability
which might otherwise prevent him from contracting
with the Corporation for the benefit of himself, or of
any firm, corporation or association in which he may
in any way be interested.

THIRTEENTH:

(a) The Corporation shall have power to indemnify
any and all of its directors or officers or
former directors or officers or any person who
may have served at its request as a director or
officer of another corporation in which it owns
shares of capital stock or of which it is a
creditor against expenses actually and
necessarily incurred by them in connection with
the defense of any action, suit or proceeding
in which they, or any of them, are made
parties, or a party, by reason of being or
having been directors or officers or a director
or officer of the Corporation, or of such other
corporation, except in relation to matters as
to which any such director or officer or former
director or officer or person shall be adjudged
in such action, suit or proceeding to be liable
for negligence or misconduct in the performance
of duty. Such indemnification shall not be
deemed exclusive of any other rights to which
those indemnified may be entitled, under any
by-laws, agreement, vote of stockholders, or
otherwise.

(b) A director of the Corporation shall not be
personally liable to the Corporation or its
stockholders for monetary damages for breach of
fiduciary duty as a director, except for
liability (1) for any breach of the director's
duty of loyalty to the Corporation or its
stockholders, (2) for acts or omissions not in
good faith or which involve intentional
misconduct or a knowing violation of law, (3)
under Section 174 of the Delaware General
Corporation Law, or (4) for any transaction
from which the director derived any improper
personal benefit.

FOURTEENTH:

(A) Business Combinations with Substantial
Stockholders.

1. Ninety Percent Required Vote. Except as
provided in Subparagraph (2) hereof, the
affirmative vote of at least 90% of the vote
which all holders of Common Stock of this

Corporation, voting as a single class, are
entitled to cast thereon with respect to such
Common Stock and, in addition, the affirmative
vote of the number or proportion of shares of
any class or series of any class of shares of
this Corporation, if any, as shall at the time
be required by the express terms of any such
class or series, shall be required to approve
any of the following transactions ("Business
Combinations") involving a Substantial
Stockholder (hereinafter defined):

(a) any merger or consolidation of this Corporation
or any subsidiary thereof with or into (i) any
Substantial Stockholder or (ii) any other
corporation which after such merger or
consolidation would be an Affiliate
(hereinafter defined) of a Substantial
Stockholder,or

(b) any sales, lease, exchange, mortgage, pledge,
transfer or other disposition (in one
transaction or a series of related
transactions) to or with any Substantial
Stockholder of any substantial part
(hereinafter defined) of the assets of this
Corporation of any subsidiary thereof, or

(c) the issuance or transfer by this Corporation or
by any subsidiary thereof (in one transaction
or series of related transactions) of any
equity securities, or rights with respect to
equity securities, of this Corporation or any
subsidiary thereof to any Substantial
Stockholder in exchange for cash, securities or
other property (or a combination thereof)
having an aggregate fair market value of
$5,000,000 or more, except in the course of a
public offering when such securities are issued
to a Substantial Stockholder who is an
underwriter in such offering primarily for
resale, or

(d) the adoption of any plan or proposal for the
liquidation or dissolution of this Corporation
if, as of the record date for the determination
of Stockholders entitled to notice thereof and
to vote thereon, any person shall be a
Substantial Stockholder, or

(e) any reclassification of securities (including
any reverse stock split) or recapitalization of
this Corporation, or any reorganization, merger
or consolidation of this Corporation with any
of its subsidiaries or any similar transaction
(whether or not with or into or otherwise
involving a Substantial Stockholder) which has
the effect, directly or indirectly, of
increasing the proportionate share of the
outstanding securities of any class of equity
securities of this Corporation or any
subsidiary which is directly or indirectly

beneficially owned (as hereinafter defined) by
any Substantial Stockholder.

2. Exceptions to Ninety Percent Required Vote.
Subparagraph (A)(1) of this Article Fourteenth
shall not apply to a Business Combination if
either (a) the Business Combination is approved
by a vote of three-quarters of the Continuing
Directors, or (b) the Substantial Stockholder
shall have complied with the provisions of
Subparagraph (A)(3) of this Article Fourteenth
and all other holders of Common Stock of this
Corporation shall have been given a reasonable
opportunity immediately before the consummation
of the Business Combination to receive in the
Business Combination, or the right to receive
as a result of or in the Business Combination,
cash, cash and other consideration, or other
consideration, the per share fair market value
of which will not, at the time the Business
Combination is effected, together with any
cash, be less than the greatest of (i) the
highest price per share (including brokerage
commissions, soliciting dealers' fees and all
other expenses) paid by the Substantial
Stockholder in acquiring any of its shares of
Common Stock of this Corporation; (ii) the per
share book value of this Corporation's Common
Stock at the time the Business Combination is
effected determined by such independent
appraisal firm or other experts as the Board of
Directors deem appropriate; (iii) the highest
sale or bid price per share for the Common
Stock during the 24 months immediately
preceding the time the Business Combination is
effected; and (iv) an amount which bears the
same or a greater percentage relationship to
the market price of this Corporation's Common
Stock immediately prior to the announcement of
the Business Combination as the highest per
share price paid in (i) above bore to the
market price of this Corporation's Common Stock
immediately prior to the commencement of
acquisition of this Corporation's Common Stock
by such Substantial Stockholder.

3. Restrictions on Corporate Action. Without the
approval of three-quarters of the Continuing
Directors, a Substantial Stockholder, after the
time it became such, seeking to comply with
clause (b) of Subparagraph (A)(2) of this
Article Fourteenth, shall not have (i) made any
material change in this Corporation's business
or capital structure, (ii) received the benefit
directly or indirectly (except proportionately
as a Stockholder) of any loan, advances,
guarantees, pledges or other financial
assistance provided by this Corporation, (iii)
made, caused or brought about, directly or
indirectly, any change in this Corporation's
Certificate of Incorporation or By-laws or in
the membership of this Corporation's Board of
Directors or any committee thereof, or (iv)

acquired any newly issued or treasury shares of
this Corporation's capital stock directly or
indirectly from this Corporation (except upon
conversion of convertible securities or as a
result of a pro rata share dividend or share
split).

4. Certain Definitions. The following terms when
used herein shall have the meanings set forth
below:

(a) The term "Substantial Stockholder" shall mean
any person, corporation or other entity,
together with any other entity with which it or
its Affiliate or Associate (hereinafter
defined) has any agreement, arrangement or
understanding for the purpose of acquiring,
holding, voting or disposing of capital stock
of the Corporation or which is its Affiliate or
Associate, which immediately prior to any
Business Combination has "beneficial ownership"
(hereinafter defined) of more than 10% of the
outstanding shares of Common Stock of this
Corporation. For the purpose of this Article
Fourteenth, the outstanding shares of Common
Stock shall include all shares deemed owned
under the definition herein of beneficial
ownership, but shall not include any other
shares which may be issuable either immediately
or at some future date pursuant to any
agreement, or upon exercise of conversion
rights, warrants or options, or otherwise.

(b) The term "Affiliate" and "Associate" shall have
the meanings ascribed thereto in Rule 12b-2
promulgated under the Securities Exchange Act
of 1934 in effect on January 1, 1984.

(c) The term "beneficial ownership" shall have the
meaning ascribed thereto in Rule 13d-3
promulgated under the Securities Exchange Act
of 1934 in effect on January 1, 1984. Without
limitation, any shares of Common Stock of this
Corporation which any Substantial Stockholder
has the right to acquire either immediately or
at some future date pursuant to any agreement,
or upon exercise of conversion rights, warrants
or options or otherwise, shall be deemed
beneficially owned by a person in determining
whether such person is a Substantial
Stockholder.

(d) The term "substantial part" shall mean assets
having a book value in excess of 10% of the
book value of the total consolidated assets of
this Corporation at the end of its most recent
fiscal year ending prior to the time the
determination is made, all determined in
accordance with generally accepted accounting
principles.

(e) The term "Continuing Director" shall mean a
person who was a member of the Board of
Directors of this Corporation immediately prior
to the date as of which the Substantial
Stockholder in question became a Substantial
Stockholder, or, following such date, a person
designated (before his initial election or
appointment as a director) as a Continuing
Director by a majority of the Whole Board, but
only if a majority of the Whole Board shall not
then consist of Continuing Directors, by a
majority of the then Continuing Directors.

(f) The term "Whole Board" shall mean the total
number of directors which this Corporation
would have if there were no vacancies.

5. Findings. A majority of the Whole Board shall
have the power to determine, but only if a
majority of the Whole Board shall then consist
of Continuing Directors, or, if a majority of
the Whole Board shall not then consist of
Continuing Directors, a majority of the then
Continuing Directors shall have the power to
determine, for the purposes of this Article
Fourteenth, on the basis of information known
to them, (i) the number of shares of common
stock of this Corporation beneficially owned by
any person, (ii) whether a person is an
Affiliate or an Associate of another, and (iii)
any other factual matter relating to the
applicability or effect of this Article
Fourteenth.

6. Conclusive Determination. Any determinations
made by the Board of Directors, or by the
Continuing Directors, as the case may be,
pursuant to this Article Fourteenth in good
faith and on the basis of such information and
assistance as was then reasonably available for
such purpose shall be conclusive and binding
upon this Corporation and its stockholders,
including any Substantial Stockholder.

7. Fiduciary Duty. Nothing contained in this
Article Fourteenth shall be construed to
relieve any Substantial Stockholder from any
fiduciary obligation imposed by law.

8. Severability. In the event that any paragraph
(or portion thereof) of this Article Fourteenth
shall be found to be invalid, prohibited or
unenforceable for any reason, the remaining
provisions, or portion thereof, of this Article
Fourteenth shall be deemed to remain in full
force and effect, and shall be construed as if
such invalid, prohibited or unenforceable
provision had been stricken herefrom or
otherwise rendered inapplicable, it being the
intent of this Corporation and its stockholders
that each such remaining provision (or portion
thereof) of this Article Fourteenth remain, to

the fullest extent permitted by law, applicable
and enforceable as to all stockholders,
including Substantial Stockholder,
notwithstanding any such findings.

9. Amendments. This Paragraph (A) of this Article
Fourteenth shall not be amended, modified or
repealed in any manner, directly or indirectly,
except by (i) the approval of 90% of the vote
which all holders of Common Stock, voting as a
single class, are entitled to cast thereon with
respect to such Common Stock and, in addition,
the affirmative vote of any other class of
shares of this Corporation, if any as shall at
the time be required by the express terms of
any such class or series, or (ii) the approval
of three-quarters of the Continuing Directors
and the stockholder approval otherwise required
by statute or by-law for such amendment.

(B) By-law and Preferred Stock Provisions.

The provisions of Paragraph (A) of this Article
Fourteenth shall be subject to the express terms of
any class or series of any class of preferred stock
of this Corporation. The By-laws of this
Corporation shall not contain any provisions
inconsistent with this Article Fourteenth.

FIFTEENTH:

(a) Number, Election and Terms of Directors. The
number of the Directors of the Corporation
shall be fixed from time to time by or pursuant
to the By-laws of the Corporation. The
Directors shall be classified, with respect to
the time for which they severally hold office,
into three classes, as nearly equal in number
as reasonably possible, as shall be provided in
the manner specified in the By-laws, one
initially for a term expiring at the annual
meeting of stockholders to be held in 1987,
another class to hold office initially for a
term expiring at the annual meeting of
stockholders to be held in 1988 and another
class to hold office initially for a term
expiring at the annual meeting of stockholders
to be held in 1989, with the members of each
class to hold office until their successors are
elected and qualified. Thereafter, at each
annual meeting of the stockholders of the
Corporation, the successors to the class of
Directors whose terms expire at that meeting
shall be elected to hold office for terms
expiring at the later of the annual meeting of
stockholders held in the third year following
the year of their election or the election and
qualification of the successors to such class
of Directors.

(b) Stockholder Nomination of Director Candidates.
Advance notice of nominations for the election
of Directors, other than by the Board of

Directors or a committee thereof, shall be
given in the manner provided in the By-laws.

(c) Newly Created Directorships and Vacancies.
Newly created directorships resulting from any
increase in the number of Directors or any
vacancy on the Board of Directors resulting
from death, resignation, disqualification,
removal or other cause shall be filled solely
by the affirmative vote of a majority of the
remaining Directors then in office, even though
less than a quorum of the Board of Directors,
or by a sole remaining Director. Any Director
elected in accordance with the preceding
sentence shall hold office for the remainder of
the full term of the class of Directors in
which the new directorship was created or the
vacancy occurred and until such Director's
successor shall have been elected and
qualified. No decrease in the number of
Directors constituting the Board of Directors
shall shorten the term of any incumbent
Director.

(d) Removal of Directors. Any one or more
Directors may be removed only for cause by the
stockholders as provided herein. At any annual
meeting of stockholders of the Corporation or
at any special meeting of stockholders of the
Corporation, the notice of which shall state
that the removal of a Director or Directors is
among the purposes of the meeting, the
affirmative vote of at least eighty percent of
the vote which all holders of Common Stock of
this Corporation, voting together as a single
class, are entitled to cast thereon with
respect to such Common Stock, may remove such
Director or Directors for cause.

(e) Stockholder Action. Any action required or
permitted to be taken by the stockholders of
the Corporation must be effected at a duly
called annual or special meeting of such
holders and may not be effected by any consent
in writing by such holders. Except as
otherwise required by law, special meetings of
stockholders of the Corporation may be called
only by the Board of Directors pursuant to a
resolution approved by a majority of the entire
Board of Directors or by the Chairman of the
Board or by the President.

(f) By-laws Amendments. Notwithstanding anything
contained in this Restated Certificate of
Incorporation to the contrary, Sections 1, 2
and 3 of Article II and Sections 2, 3 and 4 of
Article III of the By-laws shall not be
altered, amended or repealed and no provision
inconsistent therewith shall be adopted without
the approval of eighty percent of the vote
which all holders of Common Stock, voting as a
single class, are entitled to cast thereon with
respect to such Common Stock.

(g) Amendments. This Article Fifteenth shall not
be amended, modified or repealed in any manner,
directly or indirectly, except by the approval
of eighty percent of the vote which all holders
of Common Stock, voting as a single class, are
entitled to cast thereon with respect to such
Common Stock.

(h) Preferred Stock Provisions. The provisions of
this Article Fifteenth shall be subject to the
express terms of any class or series of any
class of preferred stock of this Corporation.

SIXTEENTH:

(a) Prevention of Greenmail. Any purchase or other
acquisition, directly or indirectly, in one or
more transactions, by the Corporation or any
Subsidiary (as hereinafter defined) of the
Corporation of any share of Common Stock of
this Corporation known by the Corporation to be
beneficially owned by any Substantial
Stockholder (as hereinafter defined) who has
beneficially owned such security or right for
less than two years prior to the date of such
purchase shall, except as hereinafter expressly
provided, require the affirmative vote of at
least eighty percent of the vote of all of the
shares of Common Stock of this Corporation,
voting as a single class, are entitled to cast
thereon with respect to the such Common Stock.
Such affirmative vote shall be required
notwithstanding the fact that no vote may be
required, or that a lesser percentage may be
specified, by law or any agreement with any
national securities exchange, or otherwise, but
no such affirmative vote shall be required with
respect to any purchase or other acquisition by
the Corporation or any of its Subsidiaries of
Common Stock purchased at or below Fair Market
Value (as hereinafter defined) or made as part
of a tender or exchange offer made on the same
terms to all holders of such securities and
complying with the applicable requirements of
the Securities Exchange Act of 1934 (the
"Exchange Act") and the rules and regulations
thereunder or in a Public Transaction (as
hereinafter defined).

(b) Certain Definitions. The following terms when
used herein shall have the meanings set forth
below:

(1) The terms "Affiliate" and "Associate"
shall have the meanings ascribed thereto
in Rule 12b-2 promulgated under the
Securities Exchange Act of 1934 in effect
on January 1, 1986.

(2) A person shall be a "beneficial owner" of
any shares of Common Stock of this
Corporation:

(A) which such person or any of its
Affiliates or Associates beneficially
owns, directly or indirectly; or

(B) which such person or any of its
Affiliates or Associates has (i) the
right to acquire (whether such right
is exercisable immediately or only
after the passage of time), pursuant
to any agreement, arrangement or
understanding or upon the exercise of
conversion rights, exchange rights,
warrants or options, or otherwise, or
(ii) any right to vote pursuant to
any agreement, arrangement or
understanding; or

(C) which is beneficially owned, directly
or indirectly, by any other person
with which such person or any of its
Affiliates or Associates has any
agreement, arrangement or
understanding for the purpose of
acquiring, holding, voting or
disposing of any security of any
class of the Corporation or any of
its Subsidiaries.

(D) For the purposes of determining
whether a person is a Substantial
Stockholder, the relevant class of
securities outstanding shall be
deemed to include all such securities
of which such person is deemed to be
the "beneficial owner" through
application of this subparagraph (2),
but shall not include any other
securities of such class which may be
issuable pursuant to any agreement,
arrangement or understanding, or upon
exercise of conversion rights,
warrants or options or otherwise, but
are not yet issued.

(3) "Fair Market Value" means, for any share
of Common Stock of this Corporation, the
average of the closing sale prices during
the ninety-day period immediately
preceding the repurchase of such Common
Stock on the Composite Tape for New York
Stock Exchange-Listed Stocks, or, if such
Common Stock is not quoted on the
Composite Tape, on the New York Stock
Exchange, or, if such Common Stock, is not
listed on such Exchange, on the principal
United States securities exchange
registered under the Exchange Act on which
such Common Stock, is listed, or if such
Common Stock is not listed on any such
exchange, the average of the closing bid
quotations with respect to a share of such
Common Stock, during the ninety-day period
immediately preceding the date in question

on the National Association of Securities
Dealers, Inc. Automated Quotations system
or any system then in use, or if no such
quotations are available, the Fair Market
Value on the date in question of a share
of such Common Stock, as determined by the
Board of Directors in good faith.

(4) A "person" shall mean any individual,
firm, corporation or other entity
(including a "group" within the meaning of
Section 13(d) of the Exchange Act).

(5) A "Public Transaction" shall mean any (i)
purchase of shares offered pursuant to an
effective registration statement under the
Securities Act of 1933 or (ii) open market
purchases of shares if, in either such
case, the price and other terms of sale
are not negotiated by the purchaser and
seller of the beneficial interest in the
shares.

(6) The term "Subsidiary" shall mean any
corporation at least a majority of the
outstanding securities of which having
ordinary voting power to elect a majority
of the board of directors of such
corporation (whether or not any other
class of securities has or might have
voting power by reason of the happening of
a contingency) is at the time owned or
controlled directly or indirectly by the
Corporation or one or more Subsidiaries or
by the Corporation and one or more
Subsidiaries.

(7) "Substantial Stockholder" shall mean any
person (other than (i) the Corporation,
(ii) any of its Subsidiaries, (iii) any
benefit plan or trust of or for the
benefit of the Corporation or any of its
Subsidiaries, or (iv) any trustee, agent
or other representative of any of the
foregoing) who or which:

(A) is the beneficial owner, directly or
indirectly of more than five percent
of the outstanding shares of Common
Stock of this Corporation; or

(B) is an Affiliate of the Corporation
and at any time within the two-year
period immediately prior to the date
in question was the beneficial owner,
directly or indirectly, of more than
five percent of the outstanding
shares of Common Stock of this
Corporation; or

Stock of this Corporation which were
at any time within the two-year
period immediately prior to the date
in question beneficially owned by a
Substantial Stockholder, unless such
assignment or succession shall have
occurred pursuant to any Public
Transaction or a series of
transactions including a Public
Transaction.

(8) The term "Whole Board" shall mean a total
number of Directors this Corporation would
have if there were no vacancies.

(c) Findings. A majority of the Whole Board shall
have the power to determine, but only if a
majority of the Whole Board shall then consist
of Continuing Directors, or, if a majority of
the Whole Board shall not then consist of
Continuing Directors, a majority of Continuing
Directors shall have the power to determine,
for the purposes of this Article Sixteenth, on
the basis of information known to them, (i) the
number of shares of Common Stock of this
Corporation beneficially owned by any person,
(ii) whether a person is an Affiliate or an
Associate of another, (iii) whether a
transaction is a Public Transaction, (iv) the
Fair Market Value of any shares of Common Stock
and (v) any other factual matter relating to
the applicability or effect of this Article
Sixteenth.

(d) Amendments. This Article Sixteenth shall not
be amended, modified or repealed in any manner,
directly or indirectly, except by the approval
of eighty percent of the vote which all holders
of Common Stock, voting as a single class, are
entitled to cast thereon with respect to such
Common Stock.

SEVENTEENTH: The Board of Directors, when
evaluating any (a) tender offer or invitation for
tenders, or proposal or offer to make a tender offer
or request or invitation for tenders, by another
party, for or of any equity security of the
Corporation, or (b) proposal or offer by another party
to (1) merge or consolidate the Corporation or any
Subsidiary of the Corporation with another
corporation, (2) purchase or otherwise acquire all or
a substantial portion of the properties or assets of
such other party, or (3) liquidate, dissolve,
reclassify the securities of, recapitalize or
reorganize the Corporation, shall in connection with
the exercise of its judgment in determining what is in
the best interests of the Corporation and its
stockholders, give due consideration to (i) all
factors which the Board of Directors deems relevant,
including, without limitation, the social, legal and
economic effects on the employees, customers,
suppliers and other constituents of the Corporation
and its subsidiaries and on the communities in which

the Corporation and its subsidiaries and their
employees, customers, suppliers, and other
constituents operate or are located and (ii) not only
the consideration being offered in relation to the
current market price for the Corporation's outstanding
shares of capital stock, but also in relation to the
then current value of the Corporation in a freely
negotiated transaction and in relation to the Board of
Directors' estimate of the future value of the
Corporation (including the unrealized value of its
properties and assets) as an independent going
concern.

EIGHTEENTH: Whenever a compromise or arrangement is
proposed between this Corporation and its creditors or
any class of them and/or between this Corporation and
its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware
may, on the application in a summary way of this
Corporation or of any creditor or stockholder thereof
or on the application of any Receiver or Receivers
appointed for this Corporation under the provisions of
Section 291 of Title 8 of the Delaware Code, or on the
application of trustees in dissolution or of any
Receiver or Receivers appointed for this Corporation
under the provisions of Section 279 of Title 8 of the
Delaware Code, order a meeting of the creditors or
class of creditors, and/or of the stockholders or
class of stockholders of this Corporation, as the case
may be, to be summoned in such manner as the said
Court directs. If a majority in number representing
three-fourth in value of the creditors, or class of
creditors, and/or of the stockholder or class of
stockholders of this Corporation, as the case may be,
agree to any compromise or arrangement, and to any
reorganization of this Corporation as consequence of
such compromise or arrangement, the said compromise or
arrangement and the said reorganization shall, if
sanctioned by the Court to which the said application
has been made be binding on all the creditors or class
of creditors, and/or on all the stockholders or class
of stockholders of this Corporation, as the case may
be, and also on this Corporation.

NINETEENTH: This Corporation reserves the right to
amend, alter, change or repeal any provision contained
in this Certificate of Incorporation, in the manner
now or hereafter prescribed by statute, and all rights
conferred on stockholders herein are granted subject
to this reservation.

IN WITNESS WHEREOF, said Harsco Corporation has caused
this Certificate to be signed by its Chairman and
Chief Executive Officer, J. J. Burdge, and attested by
G. F. Gilbert, Jr., its Vice President and Secretary,
this 28th day of April, 1987.

ATTEST: HARSCO CORPORATION

By /s/ G.F. Gilbert, Jr. By /s/ J.J. Burdge
G. F. Gilbert, Jr. J. J. Burdge
Senior Vice President Chairman & Chief Executive
& Secretary Officer

<PAGE>

CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
HARSCO CORPORATION

Harsco Corporation, a corporation organized and
existing under and by virtue of the General Corporate
Law of the State of Delaware, does hereby certify:

FIRST: That at a meeting of the Board of
Directors of Harsco Corporation resolutions were duly
adopted setting forth a proposed amendment to the
Restated Certificate of Incorporation of said
corporation, declaring said amendment to be advisable
and directing that the proposed amendment be
considered at the Annual Meeting of Stockholders of
the Corporation. The resolution setting forth the
proposed amendment is as follows:

RESOLVED, that the Board of Directors
of this Corporation hereby declares that it
is advisable to amend Article THIRTEENTH of
the Restated Certificate of Incorporation,
as heretofore amended, by deleting
paragraph (a) of said Article THIRTEENTH
thereof and inserting a new paragraph (a),
which is set forth below:

"THIRTEENTH:

(a) The Corporation shall have power to
indemnify any and all of its directors
or officers or former directors or
officers or any person who may have
served at its request as a director or
officer of another entity against all
expenses incurred by them in
connection with the defense of any
action, suit or proceeding in which
they, or any of them, are a party, are
made parties, or threatened to be made
parties by reason of being or having
been such directors or officers."

SECOND: That thereafter, pursuant to resolution of
its Board of Directors, the Annual Meeting of
Stockholders of said Corporation was duly called and
held on April 24, 1990 upon notice in accordance with
Section 222 of the General Corporation Law of the
State of Delaware at which meeting the necessary
number of shares as required by statute were voted in
favor of the amendment.

THIRD: That said amendment was duly adopted in
accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said Harsco Corporation has
caused this certificate to be signed by M. W. Gambill,
President and Chief Executive Officer and attested by
Paul C. Coppock, Corporate Counsel and Secretary this
21st day of June 1990.

HARSCO CORPORATION

/s/ M. W. Gambill
M. W. Gambill
President and Chief Executive Officer

ATTEST:

/s/ Paul C. Coppock
Paul C. Coppock
Corporate Counsel and Secretary

<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
HARSCO CORPORATION

Harsco Corporation, a corporation organized and
existing under and by virtue of the General Corporate
Law of the State of Delaware, does hereby certify:

RESOLVED, that the Restated Certificate
of Incorporation of Harsco Corporation, as
heretofore amended, be, and the same hereby
is, further amended by deleting the
introductory paragraph of Article FOURTH
thereof and substituting, in lieu thereof,
the following:

"FOURTH: The total number of shares of
all classes of stock which this Corporation
shall have authority to issue is 74,000,000
shares, of which 4,000,000 shares are to be
Preferred Stock of the par value of $1.25 per
share and 70,000,000 shares are to be Common
Stock of the par value of $1.25 per share."

SECOND: That thereafter, pursuant to resolution of
its Board of Directors, the Annual Meeting of
Stockholders of said Corporation was duly called and
held upon notice in accordance with Section 222 of the
General Corporation Law of the State of Delaware at
which meeting the necessary number of shares as
required by statute were voted in favor of the
amendment.

THIRD: That said amendment was duly adopted in
accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.

HARSCO CORPORATION

/s/ M. W. Gambill
M. W. Gambill
President and Chief Executive Officer

ATTEST:

/s/ Paul C. Coppock
Paul C. Coppock
Corporate Counsel and Secretary

<PAGE>

CERTIFICATE OF DESIGNATION, PREFERENCES AND
RIGHTS OF SERIES A JUNIOR PARTICIPATING
CUMULATIVE PREFERRED STOCK
($1.25 PAR VALUE)

Harsco Corporation

Pursuant to Section 151 of the General Corporation Law
of the State of Delaware

We, Jeffrey J. Burdge, Chairman of the Board, and
Paul C. Coppock, Assistant Secretary, of Harsco
Corporation, a corporation organized and existing
under the General Corporation Law of the State of
Delaware, in accordance with the provisions of Section
103 thereof, DO HEREBY CERTIFY:

That pursuant to the authority conferred upon the
Board of Directors by the Restated Certificate of
Incorporation of the said Corporation, the said Board
of Directors on September 29, 1987, adopted the
following resolution creating a series of 400,000
shares of Cumulative Preferred Stock designated as
Series A Junior Participating Cumulative Preferred
Stock:

RESOLVED, that pursuant to the authority vested
in the Board of Directors of this Corporation in
accordance with the provisions of its Restated
Certificate of Incorporation, a series of Cumulative
Preferred Stock of the Corporation be and it hereby is
created, and that the designation and amount thereof
and the voting powers, preferences and relative,
participating, optional and other special rights of
the shares of such series, and the qualifications,
limitations or restrictions thereof are as follows:

Section 1. Designation and Amount. The shares
of such series shall be designated as "Series A Junior
Participating Cumulative Preferred Stock" and the
number of shares constituting such series shall be
400,000.

Section 2. Dividends and Distributions.

(A) Subject to the prior and superior rights of
the holders of any shares of any series of Preferred
Stock ranking prior and superior to the shares of
Series A Junior Participating Cumulative Preferred
Stock with respect to dividends or distributions, the
holders of shares of Series A Junior Participating
Cumulative Preferred Stock shall be entitled to
receive, when, as and if declared by the Board of
Directors out of funds legally available for the
purpose, quarterly dividends payable in cash on the
fifteenth day of February, May, August and November in
each year (each such date being referred to herein as
a "Quarterly Dividend Payment Date"), commencing on
the first Quarterly Dividend Payment Date after the

first issuance of a share or fraction of a share of
Series A Junior Participating Cumulative Preferred
Stock, in an amount per share (rounded to the nearest
cent) equal to the greater of (a) $5.00 or (b) subject
to the provision for adjustment hereinafter set forth,
100 times the aggregate per share amount of all cash
dividends, and 100 times the aggregate per share
amount (payable in kind) of all non-cash dividends or
other distributions other than a dividend payable in
shares of Common Stock or a subdivision of the
outstanding shares of Common Stock (by
reclassification or otherwise), declared on the Common
Stock, par value $1.25 per share, of the Corporation
(the "Common Stock") since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to
the first Quarterly Dividend Payment Date, since the
first issuance of any share or fraction of a share of
Series A Junior Participating Cumulative Preferred
Stock. In the event the Corporation shall at any time
after September 29, 1987 (the "Rights Declaration
Date") (i) declare any dividend on Common Stock
payable in shares of Common Stock, (ii) subdivide the
outstanding Common Stock, or (iii) combine the
outstanding Common Stock into a small number of
shares, then in each such case the amount to which
holders of shares of Series A Junior Participating
Cumulative Preferred Stock were entitled immediately
prior to such event under clause (b) of the preceding
sentence shall be adjusted by multiplying such amount
by a fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after
such event and the denominator of which is the number
of shares of Common Stock that were outstanding
immediately prior to such event.

(B) The Corporation shall declare a dividend or
distribution on the Series A Junior Participating
Cumulative Preferred Stock as provided in paragraph
(A) above immediately after it declares a dividend or
distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided
that, in the event no dividend or distribution shall
have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and
the next subsequent Quarterly Dividend Payment Date, a
dividend of $5.00 per share on the Series A Junior
Participating Cumulative Preferred Stock shall
nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

(C) Dividends shall begin to accrue and be
cumulative on outstanding shares of Series A Junior
Participating Cumulative Preferred Stock from the
Quarterly Dividend Payment Date next preceding the
date of issue of such shares of Series A Junior
Participating Cumulative Preferred Stock, unless the
date of issue of such shares is prior to the record
date for the first Quarterly Dividend Payment Date, in
which case dividends on such shares shall begin to
accrue from the date of issue of such shares, or
unless the date of issue is a Quarterly Dividend
Payment Date or is a date after the record date for
determination of holders of shares of Series A Junior

Participating Cumulative Preferred Stock entitled to
receive a quarterly dividend and before such Quarterly
Dividend Payment Date, in either of which events such
dividends shall begin to accrue and be cumulative from
such Quarterly Dividend Payment Date. Accrued but
unpaid dividends shall not bear interest. Dividends
paid on the shares of Series A Junior Participating
Cumulative Preferred Stock in an amount less than the
total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on
a share-by-share basis among all such shares at the
time outstanding. The Board of Directors may fix a
record date for the determination of holders of shares
of Series A Junior Participating Cumulative Preferred
Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall
be no more than 45 days prior to the date fixed for
the payment thereof.

Section 3. Voting Rights. In addition to the
voting rights set forth in Article FOURTH of the
Restated Certificate of Incorporation or otherwise
required by law, the holders of shares of Series A
Junior Participating Cumulative Preferred Stock shall
have the following voting rights:

(A) Subject to the provision for adjustment
hereinafter set forth, each share of Series A Junior
Participating Cumulative Preferred Stock shall entitle
the holder thereof to 100 votes on all matters
submitted to a vote of the stockholders of the
Corporation. In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common
Stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the
number of votes per share to which holders of shares
of Series A Junior Participating Cumulative Preferred
Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a
fraction the numerator of which is the number of
shares of Common Stock outstanding immediately after
such event and the denominator of which is the number
of shares of Common Stock that were outstanding
immediately prior to such event.

(B) Except as otherwise provided herein or by
law, the holders of shares of Series A Junior
Participating Cumulative Preferred Stock and the
holders of shares of Common Stock shall vote together
as one class on all matters submitted to a vote of
stockholders of the Corporation.

(C) (i) If at any time dividends on any Series
A Junior Participating Cumulative Preferred Stock
shall be in arrears in an amount equal to six (6)
quarterly dividends thereon, the occurrence of
such contingency shall mark the beginning of a
period (herein called a "default period") which
shall extend until such time when all accrued and
unpaid dividends for all previous quarterly
dividend periods and for the current quarterly

dividend period on all shares of Series A Junior
Participating Cumulative Preferred Stock then
outstanding shall have been declared and paid or
set apart for payment. During each default
period, all holders of Cumulative Preferred Stock
(including holders of the Series A Junior
Participating Cumulative Preferred Stock) with
dividends in arrears in an amount equal to six
(6) quarterly dividends thereon, voting as a
class, irrespective of series, shall have the
right to elect two (2) Directors.

(ii) During any default period, such voting
right of the holders of Series A Junior
Participating Cumulative Preferred Stock may be
exercised initially at a special meeting called
pursuant to subparagraph (iii) of this Section
3(C) or at any annual meeting of stockholders,
and thereafter at annual meetings of
Stockholders, provided that neither such voting
right nor the right of the holders of any other
series of Cumulative Preferred Stock, if any, to
increase, in certain cases, the authorized number
of Directors shall be exercised unless the
holders of ten percent (10%) in number of shares
of Cumulative Preferred Stock outstanding shall
be present in person or by proxy. The absence of
a quorum of the holders of Common Stock shall not
affect the exercise by the holders of Cumulative
Preferred Stock of such voting right. At any
meeting at which the holders of Cumulative
Preferred Stock shall exercise such voting right
initially during an existing default period, they
shall have the right, voting as a class, to elect
Directors to fill such vacancies, if any, in the
Board of Directors as may then exist up to two
(2) Directors or, if such right is exercised at
an annual meeting, to elect two (2) Directors.
If the number which may be so elected at any
special meeting does not amount to the required
number, the holders of the Cumulative Preferred
Stock shall have the right to make such increase
in the number of Directors as shall be necessary
to permit the election by them of the required
number. After the holders of the Cumulative
Preferred Stock shall have exercised their right
to elect Directors in any default period and
during the continuance of such period, the number
of Directors shall not be increased or decreased
except by vote of the holders of Cumulative
Preferred Stock as herein provided or pursuant to
the rights of any equity securities ranking
senior to or pari passu with the Series A Junior
Participating Cumulative Preferred Stock.

(iii) Unless the holders of Cumulative
Preferred Stock shall, during an existing default
period, have previously exercised their right to
elect Directors, the Board of Directors may
order, or any stockholder or stockholders owning
in the aggregate not less than ten percent (10%)
of the total number of shares of Cumulative
Preferred Stock outstanding, irrespective of

series, may request, the calling of a special
meeting of the holders of Cumulative Preferred
Stock, which meeting shall thereupon be called by
the President, a Vice-President or the Secretary
of the Corporation. Notice of such meeting and
of any annual meeting at which holders of
Cumulative Preferred Stock are entitled to vote
pursuant to this paragraph (C) (iii) shall be
given to each holder of record of Cumulative
Preferred Stock by mailing a copy of such notice
to him at his last address as the same appears on
the books of the Corporation. Such meeting shall
be called for a time not earlier than 20 days and
not later than 60 days after such order or
request or in default of the calling of such
meeting within 60 days after such order or
request, such meeting may be called on similar
notice by any stockholder or stockholders owning
in the aggregate not less than ten percent (10%)
of the total number of shares of Cumulative
Preferred Stock outstanding. Notwithstanding the
provisions of this paragraph (C) (iii), no such
special meeting shall be called during the period
within 60 days immediately preceding the date
fixed for the next annual meeting of the
stockholders.

(iv) in any default period, the holders of
Common Stock, and other classes of stock of the
Corporation if applicable, shall continue to be
entitled to elect the whole number of Directors
until the holders of Cumulative Preferred Stock
shall have exercised their right to elect two (2)
Directors voting as a class, after the exercise
of which right (x) the Directors so elected by
the holders of Cumulative Preferred Stock shall
continue in office until their successors shall
have been elected by such holders or until the
expiration of the default period, and (y) any
vacancy in the Board of Directors may (except as
provided in paragraph (C) (ii) of this Section
(3) be filled by vote of a majority of the
remaining Directors theretofore elected by the
holders of the class of stock which elected the
Director whose office shall have become vacant.
References in this paragraph (C) to Directors
elected by the holders of a particular class of
stock shall include Directors elected by such
Directors to fill vacancies as provided in clause
(y) of the foregoing sentence.

(v) Immediately upon the expiration of a
default period, (x) the right of the holders of
Cumulative Preferred Stock as a class to elect
Directors shall cease, (y) the term of any
Directors elected by the holders of Cumulative
Preferred Stock as a class shall terminate, and
(z) the number of Directors shall be such number
as may be provided for in the certificate of
incorporation or by-laws irrespective of any
increase made pursuant to the provisions of
paragraph (C) (ii) of this Section 3 (such number
being subject, however, to change thereafter in

any manner provided by law or in the certificate
of incorporation or by-laws). Any vacancies in
the Board of Directors effected by the provisions
of clauses (y) and (z) in the preceding sentence
may be filled by a majority of the remaining
Directors.

(D) Except as set forth herein, holders of
Series A Junior Participating Cumulative Preferred
Stock shall have no special voting rights and their
consent shall not be required (except to the extent
they are entitled to vote with holders of Common Stock
as set forth herein) for taking any corporate action.

Section 4. Reacquired Shares. Any shares of
Series A Junior Participating Cumulative Preferred
Stock purchased or other-wise acquired by the
Corporation in any manner whatsoever shall be retired
and cancelled promptly after the acquisition thereof.
All such shares shall upon their cancellation become
authorized but unissued shares of Cumulative Preferred
Stock and may be reissued as part of a new series of
Cumulative Preferred Stock to be created by resolution
or resolutions of the Board of Directors, subject to
the conditions and restrictions on issuance set forth
herein.

Section 5. Liquidation, Dissolution or Winding
Up.

(A) Upon any voluntary liquidation, dissolution
or winding up of the Corporation, no distribution
shall be made to the holders of shares of stock
ranking (either as to dividends or upon liquidation,
dissolution or winding up) junior to the Series A
Junior Participating Cumulative Preferred Stock
unless, prior thereto, the holders of shares of Series
A Junior Participating Cumulative Preferred Stock
shall have received $150 per share, plus an amount
equal to accrued and unpaid dividends and
distributions thereon, whether or not declared, to the
date of such payment (the "Series A Liquidation
Preference"). Following the payment of the full
amount of the Series A Liquidation Preference, no
additional distributions shall be made to the holders
of shares of Series A Junior Participating Cumulative
Preferred Stock unless, prior thereto, the holders of
shares of Common Stock shall have received an amount
per share (the "Common Adjustment") equal to the
quotient obtained by dividing (i) the Series A
Liquidation Preference by (ii) 100 (as appropriately
adjusted as set forth in subparagraph C below to
reflect such events as stock splits, stock dividends
and recapitalizations with respect to the Common
Stock) (such number in clause (ii), the "Adjustment
Number"). Following the payment of the full amount of
the Series A Liquidation Preference and the Common
Adjustment in respect of all outstanding shares of
Series A Junior Participating Cumulative Preferred
Stock and Common Stock, respectively, holders of
Series A Junior Participating Cumulative Preferred
Stock and holders of shares of Common Stock shall
receive their ratable and proportionate share of the

remaining assets to be distributed in the ratio of the
Adjustment Number to l with respect to such Cumulative
Preferred Stock and Common Stock, on a per share
basis, respectively.

(B) In the event, however, that there are not
sufficient assets available to permit payment in full
of the Series A Liquidation Preference and the
liquidation preferences of all other series of
Cumulative Preferred Stock, if any, which rank on a
parity with the Series A Junior Participating
Cumulative Preferred Stock, then such remaining assets
shall be distributed ratably to the holders of such
parity shares in proportion to their respective
liquidation preferences. In the event, however, that
there are not sufficient assets available to permit
payment in full of the Common Adjustment, then such
remaining assets shall be distributed ratably to the
holders of Common Stock.

(C) In the event the Corporation shall at any
time after the Rights Declaration Date (i) declare any
dividend on Common Stock payable in shares of Common
stock, (ii) subdivide the outstanding Common Stock, or
(iii) combine the outstanding Common Stock into a
smaller number of shares, then in each such case the
Adjustment Number in effect immediately prior to such
event shall be adjusted by multiplying such Adjustment
Number by a fraction the numerator of which is the
number of shares of Common Stock outstanding
immediately after such event and the denominator of
which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

Section 6. Consolidation, Merger, etc. In case
the Corporation shall enter into any consolidation,
merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed
into other stock or securities, cash and/or any other
property, then in any such case the shares of Series A
Junior Participating Cumulative Preferred Stock shall
at the same time be similarly exchanged or changed in
an amount per share (subject to the provision for
adjustment hereinafter set forth) equal to 100 times
the aggregate amount of stock, securities, cash and/or
any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock
is changed or exchanged. In the event the Corporation
shall at any time after the Rights Declaration Date
(i) declare any dividend on Common Stock payable in
shares of Common Stock, (ii) subdivide the outstanding
Common Stock, or (iii) combine the outstanding Common
Stock into a smaller number of shares, then in each
such case the amount set forth in the preceding
sentence with respect to the exchange or change of
shares of Series A Junior Participating Cumulative
Preferred Stock shall be adjusted by multiplying such
amount by a fraction the numerator of which is the
number of shares of Common Stock outstanding
immediately after such event and the denominator of
which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

Section 7. No Redemption. The shares of Series
A Junior Participating Cumulative Preferred Stock
shall not be redeemable.

Section 8. Ranking. The Series A Junior
Participating Cumulative Preferred Stock shall rank
junior to all other series of the Corporation' s
preferred stock as to the payment of dividends and the
distribution of assets.

Section 9. Amendment. The Restated Certificate
of incorporation of the Corporation shall not be
further amended in any manner which would materially
alter or change the powers, preferences or special
rights of the Series A Junior Participating Cumulative
Preferred Stock so as to affect them adversely without
the affirmative vote of the holders of a majority or
more of the outstanding shares of Series A Junior
Participating Cumulative Preferred Stock, voting
separately as a class.

Section 10. Fractional Shares. Series A Junior
Participating Cumulative Preferred Stock may be issued
in fractions of a share which shall entitle the
holder, in proportion to such holder's fractional
shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit
of all other rights of holders of Series A Junior
Participating Cumulative Preferred Stock.

IN WITNESS WHEREOF, we have executed and subscribed
this Certificate and do affirm the foregoing as true
under the penalties of perjury this 29th day of
September, 1987.

/s/ J. J. Burdge
J. J. Burdge
Chairman of the Board

Attest:

/s/ Paul C. Coppock
Paul C. Coppock
Assistant Secretary

Exhibit 4(b)

FORM OF
CERTIFICATE OF DESIGNATION, PREFERENCES AND
RIGHTS OF ______________________
____________ PREFERRED STOCK
($1.25 PAR VALUE)

Harsco Corporation

Pursuant to Section 151 of the General Corporation Law
of the State of Delaware

We, _________________, _________________,
and _________________, _________________, of Harsco
Corporation, a corporation organized and existing
under the General Corporation Law of the State of
Delaware, in accordance with the provisions of Section
103 thereof, DO HEREBY CERTIFY:

That pursuant to the authority conferred
upon the Board of Directors by the Restated
Certificate of Incorporation of the said Corporation,
the said Board of Directors on _________________,
adopted the following resolution creating a series of
_______ shares of __________ Preferred Stock
designated as _________________________:

RESOLVED, that pursuant to the authority
vested in the Board of Directors of this Corporation
in accordance with the provisions of its Restated
Certificate of Incorporation, a series of
________________________ of the Corporation be and it
hereby is created, and that the designation and amount
thereof and the voting powers, preferences and
relative, participating, optional and other special
rights of the shares of such series, and the
qualifications, limitations or restrictions thereof
are as follows:

Section 1. Designation and Amount. The
shares of such series shall be designated as
"________________________" and the number of shares
constituting such series shall be _______________.

Section 2. Dividends. [The dividend rate
on the shares of _________________ shall be
_________________.] [Insert description of any
adjustable or floating dividend rate.] [The amount
of dividends payable for the initial dividend period
or any period shorter than a full quarterly dividend
period shall be computed on the basis of 30-day months
and a 360-day year.]

Section 3. Voting Rights. [The
__________________ shall have no voting rights other
than the voting rights set forth in the Restated
Certificate of Incorporation of the Company or as
otherwise provided by Delaware law.] [Insert
description of any additional voting rights.]

Section 4. Reacquired Shares. [Any shares
of __________________ purchased or otherwise acquired
by the Corporation in any manner whatsoever shall be
retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their
cancellation become authorized but unissued shares of
_________________ and may be reissued as part of a new
series of _________________ to be created by
resolution or resolutions of the Board of Directors,
subject to the conditions and restrictions on issuance
set forth herein.] [So long as any shares of the
_________________ are outstanding, shares of the
_________________ which are purchased, redeemed or
otherwise acquired by the Company shall not be
reissued, or otherwise disposed of, as shares of
_________________.]

Section 5. Liquidation, Dissolution or
Winding Up.

[In the event of any involuntary
liquidation, dissolution or winding up of the Company,
the holders of the _________________ shall be
entitled to receive [$_______ per share] (which amount
shall be deemed to be its stated value on involuntary
liquidation) plus accrued dividends to the date of
distribution, whether or not earned or declared.]

[In the event of any voluntary liquidation,
dissolution or winding up of the Company, the holders
of the _________________ shall be entitled to receive
[$_______ per share] plus an amount equal to the
accrued dividends thereon to the date of distribution,
whether or not earned or declared.] [Insert
description of any additional or alternative
provisions regarding liquidation, dissolution or
winding up of the Company.]

Section 6. Redemption. [Optional]
[Mandatory] Redemption [Non-Redeemable]. [The
___________ will not be redeemable prior to ______.
Thereafter,] the Company shall have the option to
redeem the whole or any part of the
___________________ at any time on at least thirty
day's notice at [$_______ per share] [the following
redemption prices, together with any accrued dividends
to the date of such redemption:

<TABLE>

If Redeemed During Per Share If Redeemed During Per Share
the 12-month Redemption the 12-month Redemption
Period Ending Price Period Ending on Price
on __________, $ ___________, $

<S> <C> <C> <C>
______ _______
______ _______
______ _______

</TABLE>

______and thereafter, together with any accrued
dividends to the date of such redemption.] [Insert any
mandatory redemption provisions.] [The _________
shall not be redeemed by the Corporation at any time.]

Section 7. [Conversion or Exchange.] [The
_______ shall not have any conversion or exchange
rights.] [Insert description of any conversion or
exchange rights.]

Section 8. [Ranking. The
______________________ shall rank ___________ to all
other series of the Corporation's preferred stock as
to the payment of dividends and the distribution of
assets.]

Section 9. [Amendment. The Restated
Certificate of incorporation of the Corporation shall
not be further amended in any manner which would
materially alter or change the powers, preferences or
special rights of the ___________________________ so
as to affect them adversely without the affirmative
vote of the holders of a majority or more of the
outstanding shares of _____________________________,
voting separately as a class.]

Section 10. Fractional Shares.
______________ _____________________ may [not] be
issued in fractions of a share [which shall entitle
the holder, in proportion to such holder's fractional
shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit
of all other rights of holders of
________________________________________].

IN WITNESS WHEREOF, we have executed and
subscribed this Certificate and do affirm the
foregoing as true under the penalties of perjury this
__ day of _____________.

_________________________
Name:
Title:

Attest:

_________________________
Name:
Title:

Exhibit 4(f)

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

HARSCO CORPORATION,

THE CHASE MANHATTAN BANK
(NATIONAL ASSOCIATION),

AND

CHEMICAL BANK

_____________

FIRST SUPPLEMENTAL INDENTURE

Dated as of _________________ , 199_

(Supplemental to Indenture dated as of May 1, 1985)

_____________

Debt Securities

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

THIS FIRST SUPPLEMENTAL INDENTURE, dated as of
the ____ day of __________, 199_, is between Harsco
Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (herein called
the "Company"), The Chase Manhattan Bank (National
Association), a national banking association duly
organized and existing under the laws of the United
States (the "Resigning Trustee") and Chemical Bank, a
banking corporation duly organized and existing under
the laws of the State of New York (the "Trustee").

W I T N E S S E T H:
-------------------

WHEREAS, the Company has heretofore executed and
delivered to the Resigning Trustee an Indenture dated
as of May 1, 1985 (the "Indenture");

[WHEREAS, pursuant to Section 303 of the
Indenture, the Resigning Trustee had duly
authenticated and delivered on ___________,
___________, _____________ of which are outstanding as
of the effective date hereof.

* * *

WHEREAS, pursuant to Section 303 of the
Indenture, the Resigning Trustee had duly
authenticated and delivered on ___________,
___________, _____________ of which are outstanding
as of the effective date hereof.]

WHEREAS, by letter dated November 29, 1994, the
Resigning Trustee resigned as trustee under the
Indenture, Paying Agent and Security Registrar such
resignation to become effective upon acceptance of
appointment by a successor trustee;

WHEREAS, Section 901(8) of the Indenture provides
that, without the consent of any Holders of the
Securities of any series, the Company, when authorized
by its Board Resolutions, and the Trustee may enter
into an indenture supplemental thereto to evidence and
provide for the acceptance of appointment of a
successor trustee with respect to Securities of one or
more series;

WHEREAS, the Company is entering into this First
Supplemental Indenture to appoint Chemical Bank as
successor trustee under the Indenture, Paying Agent
and Security Registrar, to evidence and provide for
the acceptance of such appointment by Chemical Bank,
and to add provisions for defeasance of any series of
Securities issued after effectiveness of this First
Supplemental Indenture provided that the terms of the
Securities of such series permit such defeasance;

WHEREAS, Section 902 of the Indenture provides
that, with the consent of the Holders of not less than
66 % in principal of the Outstanding Securities of
each series affect thereby, the Company, when
authorized by Board Resolutions, and the Trustee may
enter into an indenture supplemental thereto for the
purpose of adding any provisions to the indenture;

WHEREAS, the provision regarding defeasance to be
added will not affect any Outstanding Securities and
therefore the consent of the Holders of the
Outstanding Securities is not required;

WHEREAS, the Company represents that all acts and
things necessary to constitute this First Supplemental
Indenture a valid, binding and enforceable instrument
have been done and performed, and the execution of
this First Supplemental Indenture has in all respects
been duly authorized, and the Company, in the exercise
of legal right and power in it vested, is executing
this First Supplemental Indenture; and

WHEREAS, the Company has heretofore delivered or
is delivering contemporaneously herewith to the
Trustee (i) a copy of the resolution of its Board of
Directors certified by its Secretary or an Assistant
Secretary authorizing the execution of the First
Supplemental Indenture, and (ii) an Officers'
Certificate and an Opinion of Counsel each stating
that the execution and delivery of this First
Supplemental Indenture comply with the provisions of
Article Nine of the Indenture, and that all conditions
precedent provided for in the Indenture to the
execution and delivery of this First Supplemental
Indenture have been complied with:

NOW, THEREFORE, in consideration of the premises
and of the mutual covenants herein contained and for
other valuable consideration, the receipt whereof is
hereby acknowledged, the parties have executed and
delivered this First Supplemental Indenture and the
Company covenants and agrees with the Trustee for the
equal and proportionate benefit of the respective
holders, from time to time, of the Securities, as
follows:

Section 1. Definitions. (a) For all purposes
of this First Supplemental Indenture, except as
otherwise expressly provided or unless the context
otherwise requires, the terms used herein shall have
the meanings assigned to them in the Indenture.

(b) For all purposes of this First
Supplemental Indenture and the Indenture, as
supplemented by this First Supplemental Indenture, the
following terms shall have the following meanings:

"Corporate Trust Office" means the
principal office of the Trustee in New York,
New York at which at any particular time its
corporate trust business shall be
administered, which office at the date
hereof is located at 450 West 33rd Street,
New York, New York 10001, Attention:
Corporate Trust Administration.

"U.S. Government Securities" as used in
Section 403 means securities that are (i)
direct obligations of the United States of
America for the payment of which its full
faith and credit is pledged or
(ii) obligations of a Person controlled or
supervised by and acting as an agency or
instrumentality of the United States of
America, the timely payment of which is
unconditionally guaranteed as a full faith
and credit obligation by the United States
of America, which, in either case under
clauses (i) or (ii) are not callable or
redeemable at the option of the issuer
thereof, and shall also include a depository
receipt issued by a bank or trust company as
custodian with respect to any such U.S.
Government Security or a specific payment of
interest on or principal of any such U.S.
Government Security held by such custodian
for the account of the holder of a
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
depository receipt from any amount received
by the custodian in respect of the U.S.
Government Security evidenced by such
depository receipt.

Section 2. Appointment of Trustee, Paying Agent
and Registrar. The Company hereby appoints Chemical
Bank as trustee under the Indenture, Paying Agent and
Security Registrar to succeed to, and hereby vests
Chemical Bank with, all the rights, powers and trusts
of Resigning Trustee under the Indenture with like
effect as if originally named as Trustee, Paying Agent
and Registrar in the Indenture.

Section 3. Representations, Warranties and
Agreements of the Company. (a) The Company hereby
represents and warrants that the Company is not, and
upon effectiveness of this First Supplemental
Indenture, will not be, in default in the performance
or observance of any of the covenants or conditions of
the Indenture and that no Event of Default has
occurred or is continuing.

(b) The Company hereby agrees that,
promptly after the effective date of this First
Supplemental Indenture, it will cause a notice,
substantially in the form of Exhibit A annexed hereto,
to be sent to each Holder of the Securities in
accordance with the provisions of Section 6.10(f) of
the Indenture.

Section 4. Concerning the Trustee. (a) The
Trustee accepts the trusts of the Indenture as
supplemented by this First Supplemental Indenture and
agrees to perform the same, but only upon the terms
and conditions set forth in the Indenture, as
supplemented by this First Supplemental Indenture,
with like effect as if originally named as trustee
under the Indenture.

(b) The Trustee hereby accepts its appointment
as Paying Agent and Security Registrar and accepts the
rights, powers, duties and obligations of the
Resigning Trustee in its capacity as Paying Agent and
Security Registrar, upon the terms and conditions set
forth in the Indenture, as supplemented by this First
Supplemental Indenture, with like effect as if
originally named as Paying Agent and Security
Registrar.

(c) Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for
the correctness of the recitals herein contained,
which shall be taken as the statements of the Company.

Section 5. Modifications to the Provisions of
Section 301. Subsection (10) of Section 301 of the
Indenture is hereby amended to read as follows:

(10) the application, if any, of
Section 401(B) or 403 herein to the
Securities of the series; and

Section 6. Modifications to the Provisions of
Section 402. Section 402 of the Indenture is hereby
amended to read as follows:

SECTION 402. Application of Trust
Money.

Subject to the provisions of the last
paragraph of Section 1003, all money
deposited with the Trustee pursuant to
Sections 401 or 403 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
premium, if any) and interest for the
payment of which such money has been
deposited with the Trustee.

Section 7. Additions to Article Four. Article
Four of the Indenture is hereby amended to add the
following provisions after Section 402:

SECTION 403. Covenant Defeasance of
Securities of Any Series.

If this Section 403 is specified as
contemplated by Section 301 to be applicable
to the Securities of any series, then the
Company shall cease to be under any
obligation to comply with any term,
provision or condition of any covenant
specified as contemplated by Section 301
with respect to Securities of any series at
any time after the applicable conditions set
forth below have been satisfied:

(1)(a) the Company shall have
deposited or caused to be deposited
irrevocably with the Trustee as trust funds
in trust, specifically pledged as security
for, and dedicated solely to, the benefit of
the Holders of the Securities of such series
(i) money in the currency in which such
Securities are payable in an amount, or (ii)
U.S. Government Securities which through the
payment of interest and principal in respect
thereof in accordance with their terms will
provide, not later than one day before the
due date of any payment, money in the
currency in which such Securities are
payable in an amount, or (iii) a combination
of (i) and (ii), sufficient, in the opinion
of a nationally recognized firm of
independent public accountants expressed in
a written certification thereof delivered to
the Trustee, to pay and discharge each
installment of principal (including
mandatory sinking fund payments) of, and
premium (not relating to optional
redemption), if any, and interest on, the
Outstanding Securities of such series on the
dates such installments of principal of, and
premium (not relating to optional
redemption), if any, or interest are due; or

(b) the Company has properly fulfilled
such other means of defeasance as is
specified to be applicable to the Securities
of such series;

(2) the Company has paid or caused to
be paid all other sums payable with respect
to the Securities of such series at the time
outstanding;

(3) such deposit will 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;

(4) no Event of Default or event
which, after notice or lapse of time or
both, would become an Event of Default shall
have occurred and be continuing on the date
of such deposit;

(5) the Company has delivered to the
Trustee an Opinion of Counsel to the effect
that the trust resulting from the deposit,
defeasance and discharge under this Section
403 will not constitute, or is qualified as,
a regulated investment company under the
Investment Company Act of 1940; and

(6) the Company has delivered to the
Trustee an Officer's Certificate and an
Opinion of Counsel each stating that all
conditions precedent herein provided for
relating to the defeasance of the covenants
referred to in this Section 403 with respect
to Securities of any such series at the time
outstanding have been complied with.

Notwithstanding the discharge and defeasance
of any term, provision or condition of any
covenant specified as contemplated by
Section 301 with respect to Securities of
any series at the time outstanding, all
other obligations of the Company in this
Indenture including, without limitation, the
Company's primary liability for the payment
of the principal (including mandatory
sinking fund payments) of, and premium, if
any, and interest on all Securities of such
series shall survive until the payment of
all such principal, premium, if any and
interest has been made.

SECTION 404. Reinstatement.

If the Trustee is unable to apply any
money or U.S. Government Securities in
accordance with Section 403 by reason of any
legal proceeding or by reason of any order
or judgment of any court or governmental
authority enjoining, restraining or
otherwise prohibiting such application, the
Company's obligations under this Indenture
and the Securities shall be revived and
reinstated as though no deposit had occurred
pursuant to Section 403 until such time as
the Trustee is permitted to apply all such
money or U.S. Government Securities in
accordance with Section 403.

Section 8. Effectiveness of this First
Supplemental Indenture. This First Supplemental
Indenture shall become effective as of the opening of
business on _____________, 199_.

Section 9. Further Assurances. The Company and
the Resigning Trustee hereby agree to execute and
deliver such further instruments and shall do such
other things as the Trustee may reasonably request so
as to more fully vest in Chemical Bank all the rights,
powers and trusts hereby assigned, transferred and
delivered to Chemical Bank, as Trustee, Paying Agent
and Security Registrar.

Section 10. Miscellaneous. (a) Except as
hereby expressly amended, the Indenture is in all
respects ratified and confirmed and all the terms,
provisions and conditions thereof shall be and remain
in full force and effect.

(b) All the covenants, stipulations,
promises and agreements in this First Supplemental
Indenture contained by or on behalf of the Company
shall bind its successors and assigns, whether so
expressed or not.

(c) This First Supplemental Indenture shall
be deemed to be contract made under the laws of the
State of New York, and for all purposes shall be
governed by and construed in accordance with the laws
of said State.

(d) If any provision of the Indenture as
supplemented by this First Supplemental Indenture
limits, qualifies or conflicts with a provision of the
Trust Indenture Act that is required under such Act to
be a part of or govern the Indenture, such latter
provision shall control. If any provision of the
Indenture, as supplemented by this First Supplemental
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 the Indenture as so modified or to be
excluded, as the case may be.

(e) The titles and headings of the sections
of this First Supplemental Indenture have been
inserted for convenience of reference only, are not to
be considered a part hereof and shall in no way modify
or restrict any of the terms or provisions hereof.

(f) This First Supplemental Indenture may
be executed in any number of counterparts each of
which shall be an original, but such counterparts
shall together constitute one and the same instrument.

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

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

HARSCO CORPORATION

By: ____________________________
Name:
Title:

[By: ____________________________]
Name:
Title:

Attest:

_________________________
[Corporate Seal]

CHEMICAL BANK, AS TRUSTEE

By: _____________________________
Name:
Title:

Attest:

_________________________
[Corporate Seal]

THE CHASE MANHATTAN BANK
(National Association)

By: _____________________________
Name:
Title:

Attest:

_________________________
[Corporate Seal]

<PAGE>

STATE OF )
) ss.:
COUNTY OF )

On the ___ day of _____________, 199_ before me
personally came ___________________________, to me
known, who, being by me duly sworn, did depose and say
that he resides at _______________________, that he is
__________________________ of Harsco Corporation, one
of the parties described in and which executed the
above instrument; that he knows the corporate seal of
said corporation; that the seal affixed to the 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.

_________________________________
Notary Public

[NOTARIAL SEAL]

STATE OF )
) ss.:
COUNTY OF )

On the ____ day of ____________, 199_ before me
personally came ________________________________, to
me known, who, being by me duly sworn, did depose and
say that he resides at _______________________, that
he is _______________________________ of Harsco
Corporation, one of the parties described in and which
executed the above instrument; that he knows the
corporate seal of said corporation; that the seal
affixed to the 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.

_________________________________
Notary Public

[NOTARIAL SEAL]

<PAGE>

STATE OF )
) ss.:
COUNTY OF )

On the ____ day of _________________, 199_ before
me personally came _________________________________,
to me known, who, being by me duly sworn, did depose
and say that (s)he resides at ______________________,
that (s)he is _____________ of Chemical Bank, as
Trustee, one of the parties described in and which
executed the above instrument; that (s)he knows the
corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal;
that it was so affixed by authority of the board of
directors of said corporation, and that (s)he signed
(his) (her) name thereto by like authority.

________________________________
Notary Public

[NOTARIAL SEAL]

STATE OF )
) ss.:
COUNTY OF )

On the ____ day of _________________, 199_ before
me personally came _________________, to me known,
who, being by me duly sworn, did depose and say that
(s)he resides at _____________________________, that
(s)he is _____________ of The Chase Manhattan Bank
(National Association), one of the parties described
in and which executed the above instrument; that (s)he
knows the corporate seal of said corporation; that the
seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the board
of directors of said corporation, and that (s)he
signed (his) (her) name thereto by like authority.

________________________________
Notary Public

[NOTARIAL SEAL]

<PAGE>
Exhibit A

HARSCO CORPORATION

NOTICE

To the Holders of _________________________________ of
Harsco Corporation:

NOTICE IS HEREBY GIVEN, pursuant to Section 6.10(f) of
the Indenture (the "Indenture") dated as of May 1,
1985 by and between Harsco Corporation (the "Company")
and The Chase Manhattan Bank (National Association),
as Trustee ("Chase Manhattan"), that Chase Manhattan
has resigned as Trustee, Paying Agent and Security
Registrar under the Indenture.

Chemical Bank, a banking corporation duly
organized and existing under the laws of the State of
New York, has accepted appointment as Trustee, Paying
Agent and Security Registrar. The address of the
corporate trust office of Chemical Bank is 450 West
33rd Street, New York, New York 10001.

Chase Manhattan's resignation as Trustee, Paying
Agent and Security Registrar and Chemical Bank's
appointment as successor Trustee, Paying Agent and
Security Registrar were effective as of the opening of
business on _____________, 199_.

Dated:
Very truly yours,

HARSCO CORPORATION

Exhibit 4(g)

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

HARSCO CORPORATION,

Issuer

AND

CHEMICAL BANK,

Trustee

_______________

INDENTURE FOR
SUBORDINATED DEBT SECURITIES

Dated as of ____________, 199_

________________

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

<PAGE>

HARSCO CORPORATION
Reconciliation and tie between Trust Indenture Act of
1939 and
Indenture, dated as of __________, 199_

Trust Indenture
Act Section Indenture Section

310(a)(1) . . . . . . . . . . 609
(a)(2) . . . . . . . . . . 609
(a)(3) . . . . . . . . . . Not Applicable
(a)(4) . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . 608, 610
311 (a) . . . . . . . . . . 613
(b) . . . . . . . . . . 613
312 (a) . . . . . . . . . . 701, 702(a)
(b) . . . . . . . . . . 702(b)
(c) . . . . . . . . . . 702(c)
313 (a) . . . . . . . . . . 703(a)
(b) . . . . . . . . . . 703(a)
(c) . . . . . . . . . . 703(a)
(d) . . . . . . . . . . 703(b)
314 (a) . . . . . . . . . . 704
(a)(4) . . . . . . . . . . 101, 1004
(b) . . . . . . . . . . Not Applicable
(c)(1) . . . . . . . . . . 102
(c)(2) . . . . . . . . . . 102
(c)(3) . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . 102
315 (a) . . . . . . . . . . 601
(b) . . . . . . . . . . 602
(c) . . . . . . . . . . 601
(d) . . . . . . . . . . 601
(e) . . . . . . . . . . 514
316 (a) . . . . . . . . . . 101
(a)(1)(A) . . . . . . . . . . . 502, 512
(a)(1)(B) . . . . . . . . . . . 513
(a)(2) . . . . . . . . . . Not Applicable
(b) . . . . . . . . . . 508
(c) . . . . . . . . . . 104(c)
317(a)(1) . . . . . . . . . . 503
(a)(2) . . . . . . . . . . 504
(b) . . . . . . . . . . 1003
318 (a) . . . . . . . . . . 107

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

<PAGE>

TABLE OF CONTENTS

Page

RECITALS 1

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL
APPLICATION
SECTION 101. Definitions . . . . . . . . . . . . 1
SECTION 102. Compliance Certificates and
Opinions . . . . . . . . . . . . . . 8
SECTION 103. Form of Documents Delivered
to Trustee . . . . . . . . . . . . . 9
SECTION 104. Acts of Holders . . . . . . . . . . 9
SECTION 105. Notices, Etc., to Trustee
and Company . . . . . . . . . . . . 10
SECTION 106. Notice to Holders; Waiver . . . . . 11
SECTION 107. Conflict with Trust
Indenture Act . . . . . . . . . . . 11
SECTION 108. Effect of Headings and Table
of Contents . . . . . . . . . . . . 12
SECTION 109. Successors and Assigns . . . . . . . 12
SECTION 110. Separability Clause . . . . . . . . 12
SECTION 111. Benefits of Indenture . . . . . . . 12
SECTION 112. Governing Law . . . . . . . . . . . 12
SECTION 113. Legal Holidays . . . . . . . . . . . 12

ARTICLE II

SECURITY FORMS

SECTION 201. Forms Generally . . . . . . . . . . 13
SECTION 202. Form of Trustee's
Certificate of
Authentication . . . . . . . . . . . 14
SECTION 203. Form of Legend for Book-
Entry Securities . . . . . . . . . . 14

ARTICLE III

SECURITIES

SECTION 301. Amount Unlimited; Issuable
in Series . . . . . . . . . . . . . 14
SECTION 302. Denominations . . . . . . . . . . . 17
SECTION 303. Execution, Authentication,
Delivery and Dating of
Securities . . . . . . . . . . . . . 17
SECTION 304. Temporary Securities . . . . . . . . 19

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

TABLE OF CONTENTS (Cont'd)

Page

SECTION 305. Registration, Registration
of Transfer and Exchange . . . . . . 19
SECTION 306. Mutilated, Destroyed, Lost
and Stolen Securities . . . . . . . 21
SECTION 307. Payment of Interest;
Interest Rights Preserved . . . . . 22
SECTION 308. Persons Deemed Owners . . . . . . . 23
SECTION 309. Cancellation . . . . . . . . . . . . 24
SECTION 310. Computation of Interest . . . . . . 24

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge
of Indenture . . . . . . . . . . . . 24
SECTION 402. Application of Trust Money . . . . . 26
SECTION 403. Covenant Defeasance of
Securities of Any Series . . . . . . 26
SECTION 404. Reinstatement . . . . . . . . . . . 27

ARTICLE V

REMEDIES

SECTION 501. Events of Default . . . . . . . . . 28
SECTION 502. Acceleration of Maturity;
Rescission and Annulment . . . . . . 29
SECTION 503. Collection of Indebtedness
and Suits for Enforcement by
Trustee . . . . . . . . . . . . . . 30
SECTION 504. Trustee May File Proofs of
Claim . . . . . . . . . . . . . . . 31
SECTION 505. Trustee May Enforce Claims
Without Possession of
Securities . . . . . . . . . . . . . 31
SECTION 506. Application of Money
Collected . . . . . . . . . . . . . 32
SECTION 507. Limitation on Suits . . . . . . . . 32
SECTION 508. Unconditional Right of
Holders to Receive
Principal, Premium and
Interest . . . . . . . . . . . . . . 33
SECTION 509. Restoration of Rights and
Remedies . . . . . . . . . . . . . . 33
SECTION 510. Rights and Remedies
Cumulative . . . . . . . . . . . . . 33
SECTION 511. Delay or Omission Not Waiver . . . . 34
SECTION 512. Control by Holders . . . . . . . . . 34
SECTION 513. Waiver of Past Defaults . . . . . . 34
SECTION 514. Undertaking for Costs . . . . . . . 35
SECTION 515. Waiver of Stay or Extension
Laws . . . . . . . . . . . . . . . . 35

ARTICLE VI

THE TRUSTEE

TABLE OF CONTENTS (Cont'd)

Page

SECTION 601. Certain Duties and
Responsibilities . . . . . . . . . . 35
SECTION 602. Notice of Defaults . . . . . . . . . 36
SECTION 603. Certain Rights of Trustee . . . . . 36
SECTION 604. Not Responsible for Recitals
or Issuance of Securities . . . . . 37
SECTION 605. May Hold Securities . . . . . . . . 37
SECTION 606. Money Held in Trust . . . . . . . . 37
SECTION 607. Compensation and
Reimbursement . . . . . . . . . . . 38
SECTION 608. Disqualification;
Conflicting Interests . . . . . . . 38
SECTION 609. Corporate Trustee Required;
Eligibility . . . . . . . . . . . . 38
SECTION 610. Resignation and Removal;
Appointment of Successor . . . . . . 39
SECTION 611. Acceptance of Appointment by
Successor . . . . . . . . . . . . . 40
SECTION 612. Merger, Conversion,
Consolidation or Succession
to Business . . . . . . . . . . . . 42
SECTION 613. Preferential Collection of
Claims Against Company . . . . . . . 42
SECTION 614. Appointment of
Authenticating Agent . . . . . . . . 42
SECTION 615. Maintenance of Agency by
Trustee . . . . . . . . . . . . . . 44

ARTICLE VII

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Names and Addresses of
Holders . . . . . . . . . . . . . . 44
SECTION 702. Preservation of Information;
Communications to Holders . . . . . 45
SECTION 703. Reports by Trustee . . . . . . . . . 45
SECTION 704. Reports by Company . . . . . . . . . 46

ARTICLE VIII

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 801. Company May Consolidate,
etc., on Certain Terms . . . . . . . 46
SECTION 802. Successor Corporation to Be
Substituted . . . . . . . . . . . . 47
SECTION 803. Opinion of Counsel to be
Given Trustee . . . . . . . . . . . 47

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures
Without Consent of Holders . . . . . 48
SECTION 902. Supplemental Indentures with
Consent of Holders . . . . . . . . . 49

TABLE OF CONTENTS (Cont'd)

Page

SECTION 903. Execution of Supplemental
Indentures . . . . . . . . . . . . . 50
SECTION 904. Effect of Supplemental
Indentures . . . . . . . . . . . . . 50
SECTION 905. Conformity with Trust
Indenture Act . . . . . . . . . . . 51
SECTION 906. Reference in Securities to
Supplemental Indentures . . . . . . 51

ARTICLE X

COVENANTS

SECTION 1001. Payment of Principal,
Premium and Interest . . . . . . . 51
SECTION 1002. Maintenance of Office or
Agency . . . . . . . . . . . . . . 51
SECTION 1003. Money for Securities
Payments to Be Held in
Trust . . . . . . . . . . . . . . . 52
SECTION 1004. Statement as to Compliance . . . . 54
SECTION 1005. Waiver of Certain
Covenants . . . . . . . . . . . . . 54

ARTICLE XI

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article . . . . . 54
SECTION 1102. Election to Redeem; Notice
to Trustee . . . . . . . . . . . . 55
SECTION 1103. Selection by Trustee of
Securities to Be Redeemed . . . . . 55
SECTION 1104. Notice of Redemption . . . . . . . 56
SECTION 1105. Deposit of Redemption
Price . . . . . . . . . . . . . . . 56
SECTION 1106. Securities Payable on
Redemption Date . . . . . . . . . . 57
SECTION 1107. Securities Redeemed in
Part . . . . . . . . . . . . . . . 57

ARTICLE XII

SINKING FUNDS

SECTION 1201. Applicability of Article . . . . . 58
SECTION 1202. Satisfaction of Sinking
Fund Payments with
Securities . . . . . . . . . . . . 58
SECTION 1203. Redemption of Securities
for Sinking Fund . . . . . . . . . 58

ARTICLE XIII

CONVERSION OF SECURITIES

TABLE OF CONTENTS (Cont'd)

Page

SECTION 1301. Applicability; Conversion
Privilege and Conversion
Price . . . . . . . . . . . . . . . 59
SECTION 1302. Exercise of Conversion
Privilege . . . . . . . . . . . . . 60
SECTION 1303. Fractions of Shares . . . . . . . . 60
SECTION 1304. Adjustment of Conversion
Price . . . . . . . . . . . . . . . 61
SECTION 1305. Notice of Adjustments of
Conversion Price . . . . . . . . . 64
SECTION 1306. Notice of Certain
Corporate Action . . . . . . . . . 64
SECTION 1307. Company to Reserve Common
Stock . . . . . . . . . . . . . . . 65
SECTION 1308. Taxes on Conversion . . . . . . . . 65
SECTION 1309. Covenant as to Common
Stock . . . . . . . . . . . . . . . 65
SECTION 1310. Cancellation of Converted
Securities . . . . . . . . . . . . 66
SECTION 1311. Provisions in Case of
Consolidation, Merger or
Sale of Assets . . . . . . . . . . 66

ARTICLE XIV

SUBORDINATION OF SECURITIES

SECTION 1401. Securities Subordinate to
Senior Indebtedness . . . . . . . . 67
SECTION 1402. Payment Over of Proceeds
of Securities on
Dissolution, etc . . . . . . . . . 67
SECTION 1403. Priority of Senior
Indebtedness upon Maturity . . . . 70
SECTION 1404. Obligation of Company to
Pay Holders of Securities
Not Affected . . . . . . . . . . . 70
SECTION 1405. Trustee as Holder of
Senior Indebtedness . . . . . . . . 70
SECTION 1406. Notice to Trustee to
Effectuate Subordination . . . . . 70
SECTION 1407. Modification, Extension,
etc. of Senior
Indebtedness . . . . . . . . . . . 71
SECTION 1408. Trustee Has No Fiduciary
Duty to Holders of Senior
Indebtedness . . . . . . . . . . . 71
SECTION 1409. Paying Agents Other Than
the Trustee . . . . . . . . . . . . 71
SECTION 1410. Rights of Holders of
Senior Indebtedness Not
Impaired . . . . . . . . . . . . . 72
SECTION 1411. All Indenture Provisions
Subject to Subordination
Provisions . . . . . . . . . . . . 72

INDENTURE, dated as of __________, 199_, between
HARSCO CORPORATION, a Delaware corporation duly
organized and existing under the laws of the State of
Delaware (herein called the "Company"), having its
principal office at Camp Hill, Pennsylvania 17011 and
CHEMICAL BANK, a banking corporation duly organized
and existing under the laws of the State of New York,
as Trustee (herein called the "Trustee").

RECITALS

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

All things necessary to make this Indenture a
valid 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 covenanted and 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 101. Definitions.

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

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

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

(3) all accounting terms not otherwise
defined herein have the meanings assigned to them
in accordance with generally accepted accounting
principles;

(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;
and

(5) all references to either gender shall
refer to both genders.

Certain terms, used principally in Article Six,
are defined in that Article.

"Act," when used with respect to any Holder, has
the meaning specified in Section 104.

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

"Authenticating Agent" means any Person
authorized by the Trustee to act on behalf of the
Trustee to authenticate Securities.

"Board of Directors" means the Board of Directors
of the Company or any duly authorized committee of
such Board.

"Book-Entry Security" means a Security bearing
the legend specified in Section 203, evidencing all or
part of the Securities of a series and registered in
the name of the Depository or its nominee.

"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.

"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 to close.

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

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

"Common Stock" includes any stock of any class of
the Company which has no preference in respect of
dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or
winding-up of the Company and which is not subject to
redemption by the Company. However, subject to the
provisions of Section 1311, shares issuable on
conversion of Securities of a series shall include
only shares of the class designated as Common Stock of
the Company at the date of this instrument or shares
of any class or classes resulting from any
reclassification or reclassifications thereof and
which have no preference in respect of dividends or of
amounts payable in the event of any voluntary or
involuntary liquidation, dissolution or winding-up of
the Company and which are not subject to redemption by
the Company; provided that if at any time there shall
be more than one such resulting class, the shares of
each such class then so issuable shall be
substantially in the proportion which the total number
of shares of such class resulting from all such
reclassifications bears to the total number of shares
of all such classes resulting from all such
reclassifications.

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

"Conversion Price" has the meaning specified in
Section 1301.

"Corporate Trust Office" means the principal
office of the Trustee in New York, New York at which
at any particular time its corporate trust business
shall be administered, which office at the date hereof
is located at 450 West 33rd Street, New York, New York
10001, Attention: Corporate Trust Administration.

"corporation" includes corporations,
associations, companies and business trusts.

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

"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 clearing agency registered under the
Securities Exchange Act of 1934, as amended, specified
for that purpose as contemplated by Section 301.

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

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

"Indenture" means this instrument as originally
executed or as it may from time to time be
supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the
applicable provisions hereof. The term "Indenture"
shall also include the terms of particular series of
Securities established as contemplated by Section 301,
provided, however, that, if at any time more than one
Person is acting as Trustee under this instrument due
to the appointment of one or more separate Trustees
for any one or more separate series of Securities
pursuant to Section 610(e), "Indenture" shall mean,
with respect to such series of Securities for which
any such Person is Trustee, 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 and shall include the
terms of particular series of Securities for which
such Person is Trustee established as contemplated by
Section 301, exclusive, however, of any provisions or
terms which relate solely to other series of
Securities for which such Person is not Trustee,
regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms
adopted by means of one or more indentures
supplemental hereto executed and delivered after such
Person had become such Trustee but to which such
Person, as such Trustee, was not a party.

"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
instalment of interest on such Security.

"Maturity," when used with respect to any
Security, means the date on which the principal of
such Security or an instalment of principal becomes
due and payable as therein or herein provided, whether
at the Stated Maturity or by declaration of
acceleration, call for redemption or otherwise.

"Officers' Certificate," when used with respect
to the Company, means a certificate signed by its
Chairman, its President or a Vice President and by its
Treasurer; an Assistant Treasurer; its Secretary; or
an Assistant Secretary of the Company and delivered to
the Trustee.

"Opinion of Counsel" means a written opinion of
counsel, who may be counsel for the Company and
delivered to the Trustee.

"Original Issue Discount Security" means any
Security which provides for an amount less than the
principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof
pursuant to Section 502.

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

(i) Securities theretofore cancelled 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; and

(iii) Securities which have been paid
pursuant to Section 306 or in exchange for or in
lieu of which other Securities have been
authenticated and delivered pursuant to this
Indenture, other than any such Securities in
respect of which there shall have been presented
to the Trustee proof satisfactory to it that such
Securities are held by a bona fide purchaser in
whose hands such Securities are valid obligations
of the Company;

provided, however, that in determining whether the
Holders of the requisite principal amount of the
Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver
hereunder, the principal amount of any Original Issue
Discount Security that may be counted in making such
determination and that shall be deemed to be
Outstanding for such purposes shall be equal to the
amount of the principal thereof that could be declared
to be due and payable pursuant to the terms of such
Original Issue Discount Security at the time the
taking of such action by the Holders of such requisite
principal amount is evidenced to the Trustee as
provided in Section 104(a), and provided further that
Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company,
or 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 which have been pledged in good
faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such
Securities and that the pledgee is not the Company or
any other obligor upon the Securities or any Affiliate
of the Company or such other obligor.

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

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

"Place of Payment," when used with respect to the
Securities of any series, means the place or places
where the principal of (and premium, if any) and
interest on the Securities of that series are payable
as specified as contemplated by Section 301.

"Predecessor Security" of any particular Security
means every previous Security evidencing all or a
portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this
definition, any Security authenticated and delivered
under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be
deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

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

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

"Regular Record Date" for the interest payable on
any Interest Payment Date on the Securities of any
series means the date specified for that purpose as
contemplated by Section 301.

"Responsible Officer," when used with respect to
the Trustee, means the chairman or any vice-chairman
of the board of directors, the chairman or any vice-
chairman of the executive committee of the board of
directors, the chairman of the trust committee, the
president, any vice president, any second vice
president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any
assistant cashier, any corporate trust officer, any
trust officer, the controller or any assistant
controller or any other officer of the Trustee
customarily performing functions similar to those
performed by any of the above designated officers and
also means, with respect to a particular corporate
trust matter, any other employee to whom such matter
is referred because of his knowledge of and
familiarity with the particular subject.

"Securities" has the meaning stated in the first
recital of this Indenture and more particularly means
any Securities authenticated and delivered under this
Indenture, provided, however, that if at any time
there is more than one Person acting as Trustee under
this Indenture, "Securities" with respect to the
Indenture as to which such Person is Trustee shall

have the meaning stated in the first recital of this
Indenture and shall more particularly mean Securities
authenticated and delivered under this Indenture,
exclusive, however, of Securities of any series as to
which such Person is not Trustee.

"Security Register" and "Security Registrar" have
the respective meanings specified in Section 305.

"Senior Indebtedness" of the Company means the
principal of and premium, if any, and interest on the
indebtedness (other than the Securities) of the
Company, whether outstanding on the date of this
Indenture or thereafter created, incurred, assumed or
guaranteed, (a) for money borrowed from or guaranteed
to others, (b) under promissory notes or debentures,
bonds or other instruments of indebtedness issued
under the provisions of or pursuant to an indenture,
agreement, or similar instrument, or (c) for the
payment of money relating to the lease of any property
which lease may be capitalized on the consolidated
balance sheet of the Company and its Subsidiaries in
accordance with generally accepted accounting
principles as in effect from time to time and, in each
such case, all renewals, extensions, refundings,
amendments or modifications thereof; unless, in each
case, by the terms of the instrument creating or
evidencing the indebtedness it is provided that such
indebtedness is not superior in right of payment to
the Securities.

"Special Record Date" for the payment of any
Defaulted Interest means a date fixed by the Trustee
pursuant to Section 307.

"Stated Maturity," when used with respect to any
Security or any instalment 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 instalment of principal or
interest is due and payable.

"Subsidiary" means any corporation of which the
Company, or the Company and one or more Subsidiaries,
or any one or more Subsidiaries, directly or
indirectly own voting securities entitling the holders
thereof to elect a majority of the directors, either
at all times or so long as there is no default or
contingency which permits the holders of any other
class or classes of securities to vote for the
election of one or more directors.

"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.

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

"U.S. Government Securities" as used in Section
403 means securities that are (i) direct obligations
of the United States of America for the payment of
which its full faith and credit is pledged or
(ii) obligations of a Person controlled or supervised
by and acting as an agency or instrumentality of the
United States of America, the timely payment of which
is unconditionally guaranteed as a full faith and
credit obligation by the United States of America,
which, in either case under clauses (i) or (ii) are
not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt
issued by a bank or trust company as custodian with
respect to any such U.S. Government Security or a
specific payment of interest on or principal of any
such U.S. Government Security held by such custodian
for the account of the holder of a 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 depository
receipt from any amount received by the custodian in
respect of the U.S. Government Security evidenced by
such depository receipt.

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

SECTION 102. Compliance Certificates and Opinions.

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

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

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

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

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

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

SECTION 103. Form of Documents Delivered to Trustee.

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

Any certificate or opinion of an officer of the
Company may be based, insofar as it relates to legal
matters, upon 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.

SECTION 104. Acts of Holders.

(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 601)
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.

(d) If the Company shall solicit from the
Holders any request, demand, authorization, direction,
notice, consent, waiver or other Act, the Company may,
at its option, by Board Resolution, fix in advance a
record date for the determination of Holders entitled
to give such request, demand, authorization,
direction, notice, consent, waiver or other Act, but
the Company shall have no obligation to do so. If such
a record date is fixed, such request, demand,
authorization, direction, notice, consent, waiver or
other Act may be given before or after such record
date, but only the Holders of record at the close of
business on such record date shall be deemed to be
Holders for the purposes of determining whether
Holders of the requisite proportion of Outstanding
Securities have authorized or agreed or consented to
such request, demand, authorization, direction,
notice, consent, waiver or other Act, and for that
purpose the Outstanding Securities shall be computed
as of such record date; provided that no such
authorization, agreement or consent by the Holders on
such record date shall be deemed effective unless it
shall become effective pursuant to the provisions of
this Indenture not later than six months after the
record date.

(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.

SECTION 105. Notices, Etc., to Trustee and Company.

Any request, demand, authorization, direction,
notice, consent, waiver or Act of Holders or other
document provided or permitted by this Indenture to be
made upon, given or furnished to, or delivered 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 450 West 33rd
Street, New York, New York 10001, Attention:
Corporate Trust Administration, or at any other
address previously furnished in writing to the
Company by the Trustee, or, in the case of a
successor Trustee, at its Corporate Trust Office,
or

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

SECTION 106. 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, and not
earlier than the earliest date, 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. Any
notice mailed to a Holder in the aforesaid manner
shall be conclusively deemed to have been received by
such Holder whether or not actually received by such
Holder. Where this Indenture provides for notice in
any manner, such notice may be waived in writing by
the Person entitled to receive such notice, either
before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by
Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the
validity of any action taken in reliance upon such
waiver.

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

SECTION 107. Conflict with Trust Indenture Act.

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

SECTION 108. Effect of Headings and Table of
Contents.

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

SECTION 109. Successors and Assigns.

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

SECTION 110. Separability Clause.

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

SECTION 111. Benefits of Indenture.

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

SECTION 112. Governing Law.

This Indenture and the Securities shall be
governed by and construed in accordance with the laws
of the State of New York.

SECTION 113. Legal Holidays.

In any case where any Interest Payment Date,
Redemption Date or Stated Maturity of any Security or,
if applicable, the last date on which a Holder has the
right to convert its Securities 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) or conversion of such Securities 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, or on the last day
for such conversion, provided 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.

ARTICLE II

SECURITY FORMS

SECTION 201. Forms Generally.

The Securities of each series shall be in
substantially the 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 303 for the authentication and delivery of
such Securities.

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

SECTION 202. Form of Trustee's Certificate of
Authentication.

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

CHEMICAL BANK,
as Trustee

By:__________________________
Authorized Officer

SECTION 203. Form of Legend for Book-Entry
Securities.

Any Book-Entry Security authenticated and
delivered hereunder shall 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 no transfer
of this Security (other than a transfer of
this Security as a whole by the Depository
to a nominee of the Depository or by a
nominee of the Depository to the Depository
or another nominee of the Depository) may be
registered except in such limited
circumstances."

ARTICLE III

SECURITIES

SECTION 301. Amount Unlimited; Issuable in Series.

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

The Securities may be issued in one or more
series. There shall be established in or pursuant to
a Board Resolution, and set forth 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 all other Securities);

(2) any limit upon the aggregate principal
amount of the Securities of the series which may
be authenticated and delivered under this
Indenture (except for Securities authenticated
and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other
Securities of the series pursuant to Section 304,
305, 306, 906, 1107 or 1302 and except for any
Securities which, pursuant to Section 303, are
deemed never to have been authenticated and
delivered hereunder);

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

(4) the date or dates on which the
principal of the Securities of the series is
payable or the manner in which such date or dates
will be determined;

(5) the rate or rates at which the
Securities of the series shall bear interest, if
any, or the manner in which such rate or rates
will be determined, the date or dates from which
such interest shall accrue or the manner in which
such date or dates will be determined, the
Interest Payment Dates on which such interest
shall 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 premium, if any) 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 or purchase Securities of the series
pursuant to any sinking fund or analogous
provisions or at the option of a Holder thereof
and the period or periods within which, the price
or prices at which and the terms and conditions
upon which Securities of the series shall be
redeemed or purchased, in whole or in part,
pursuant to such obligation;

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

(10) 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 or Depositories with respect
to such Book-Entry Security or Securities and the
circumstances under which any such 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 305;

(11) 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 502;

(12) the exchange of Securities of the
series, at the option of the Holders thereof, for
other Securities of the same series of the same
aggregate principal amount or of a different
authorized kind or different authorized
denomination or denominations;

(13) whether the Securities will be
convertible into or exchangeable for Common Stock
or any other shares of the capital stock or
securities of the Company or any other Person
and, if so, the terms and conditions upon which
such conversion will be effected including the
initial conversion price or rate, the conversion
period and other provisions in addition to or in
lieu of those described herein;

(14) any modification, amendment or
addition to the covenants of the Company set
forth in Article VII or Article X of this
Indenture with respect to the Securities of the
series;

(15) any Events of Default with respect to
Securities of the series, if not otherwise set
forth herein;

(16) the application, if any, of Section
401(B) or 403 herein to the Securities of the
series; and

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

In addition, in the case of any series after the
first series of Securities authorized pursuant to this
Indenture, there shall be delivered to the Trustee a
certificate of the Company to the effect that no
default under this Indenture or any indenture
supplemental thereto exists or is continuing.

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
such Board Resolution and set forth in such Officers'
Certificate, or in any such indenture supplemental
hereto.

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.

If any of the terms of any series of Securities
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.

The Securities of each series shall be
subordinated in right of payment to Senior
Indebtedness as provided in Article XIV.

SECTION 302. 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 301. 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 303. Execution, Authentication, Delivery and
Dating of Securities.

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

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 all the Securities of
any series are not to be issued at one time and if the
Board Resolution or supplemental indenture
establishing such series shall so permit, such Company
Order may set forth procedures acceptable to the
Trustee for the issuance of such Securities and
determining terms of particular Securities of such
series such as interest rate, maturity date, date of
issuance and date from which interest shall accrue. 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 201 and 301, in
authenticating such Securities, and accepting the
additional responsibilities under this Indenture in
relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 601)
shall be fully protected in relying upon, an Opinion
of Counsel stating:

(a) if the form of such Securities has been
established by or pursuant to a Board Resolution
as permitted by Section 201, 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 a Board
Resolution as permitted by Section 301, 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, as to
enforcement, to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium
and other 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 301 or
this Section 303, if all Securities of a series are
not to be originally issued at one time, it shall not
be necessary to deliver the Officers' Certificate
otherwise required pursuant to Section 301 or the
Company Order and Opinion of Counsel otherwise
required pursuant to such preceding paragraph at or
prior to the time of authentication of each Security
of such series if such documents are delivered at or
prior to the authentication upon original issuance of
the first Security of such series to be issued.

Each Security shall be dated the date of its
authentication.

No Security shall be entitled to any benefit
under this Indenture or be valid or obligatory for any
purpose unless there appears on such Security a
certificate of authentication substantially in the
form provided for herein executed by the Trustee by
manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only
evidence, that such Security has been duly
authenticated and delivered hereunder.
Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but
never issued and sold by the Company, and the Company
shall deliver such Security to the Trustee for
cancellation as provided in Section 309 together with
a written statement stating that such Security has
never been issued and sold by the Company, for all
purposes of this Indenture such Security shall be
deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits
of this Indenture.

SECTION 304. Temporary Securities.

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

If temporary Securities of any series are issued,
the Company will cause definitive Securities of that
series to be prepared without unreasonable delay.
After the preparation of 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 a like
principal amount of definitive Securities of the same
series of authorized denominations. 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.

SECTION 305. Registration, Registration of Transfer
and Exchange.

The Company shall cause to be kept at the
Corporate Trust Office of the Trustee a register (the
register maintained in such office and in any other
office or agency of the Company in a Place of Payment
being herein sometimes collectively referred to as the
"Security Register") in which, subject to such
reasonable regulations as it may prescribe, the
Company shall provide for the registration of
Securities and of transfers of Securities. The Trustee
is hereby appointed "Security Registrar" for the
purpose of registering Securities and transfers of
Securities as herein provided. In the event that the
Trustee shall not be the Security Registrar, it shall
have the right to examine the Security Register at all
reasonable times.

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

At the option of the Holder, Securities of any
series may be exchanged for other Securities of the
same series, of any authorized denominations and of a
like aggregate principal amount, 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 such Securities shall be 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 exchange shall (if so
required by the Company or the Trustee) be duly
endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the
Security Registrar, duly executed, by the Holder
thereof or his attorney duly authorized in writing.

No service charge shall be made for any
registration of transfer or exchange of Securities,
but the Company may require payment of a sum
sufficient to cover any tax or other governmental
charge that may be imposed in connection with any
registration of transfer or exchange of Securities,
other than exchanges pursuant to Section 304, 906,
1107, or 1302 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 1103 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 and except as
otherwise specified or contemplated by Section 301,
any Book-Entry Security shall be exchangeable pursuant
to this Section 305 or Sections 304, 906 and 1107 for
Securities registered in the name of, and a transfer
of a Book-Entry Security of any series may be
registered to, any Person 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 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 and the transfer thereof so registerable
or (iii) there shall have occurred and be continuing
an Event of Default with respect to the Securities of
such series. Upon the occurrence in respect of any
Book-Entry Security of any series of any one or more
of the conditions specified in clauses (i), (ii) or
(iii) of the preceding sentence or such other
conditions as may be specified as contemplated by
Section 301 for such series, such Book-Entry Security
may be exchanged for Securities registered in the
names of, and the transfer of such Book-Entry Security
may be registered to, such Persons (including Persons
other than the Depository with respect to such series
and its nominees) as such Depository shall direct.
Notwithstanding any other provision of this Indenture,
any Security authenticated and delivered upon
registration of transfer of, or in exchange for, or in
lieu of, any Book-Entry Security shall also be a Book-
Entry Security and shall bear the legend specified in
Section 203 except for any Security which is not a
Book-Entry Security authenticated and delivered in
exchange for, or upon registration of transfer of, a
Book-Entry Security pursuant to the preceding
sentence.

SECTION 306. 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
aggregate 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 of their agents 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 upon its
request the Trustee shall authenticate and deliver, in
lieu of any such destroyed, lost or stolen Security, a
new Security of the same series and of like tenor and
aggregate principal amount and bearing a number not
contemporaneously outstanding.

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

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

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

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

SECTION 307. Payment of Interest; Interest Rights
Preserved.

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

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

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

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

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

In the case of any Security of any series which
is converted after any Regular Record Date and on or
prior to the next succeeding Interest Payment Date
(other than any Security of a series whose Maturity is
prior to such Interest Payment Date), interest whose
Stated Maturity is on such Interest Payment Date shall
be payable on such Interest Payment Date
notwithstanding such conversion, and such interest
(whether or not punctually paid or duly provided for)
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 such Regular
Record Date. Except as otherwise expressly provided
in the immediately preceding sentence, in the case of
any Security of any series which is converted,
interest whose Stated Maturity is after the date of
conversion of such Security shall not be payable.

SECTION 308. Persons Deemed Owners.

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

SECTION 309. Cancellation.

All Securities surrendered for payment,
redemption, registration of transfer or exchange or
conversion or for credit against any sinking fund
payment shall, if surrendered to any Person other than
the Trustee, be delivered to the Trustee and, if not
already cancelled, shall be promptly cancelled by it.
The Company may at any time deliver to the Trustee for
cancellation any Securities previously authenticated
and delivered hereunder which the Company may have
acquired in any manner whatsoever, and may deliver to
the Trustee (or to any other Person for delivery to
the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company
has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee.
No Securities shall be authenticated in lieu of or in
exchange for any Securities cancelled as provided in
this Section, except as expressly permitted by this
Indenture and following the maturity of any series of
Securities through acceleration or otherwise, any
unissued Securities of such series shall be cancelled
by the Trustee. The Trustee shall destroy all
cancelled Securities and deliver a certificate of
destruction to the Company.

SECTION 310. Computation of Interest.

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

ARTICLE IV

SATISFACTION AND DISCHARGE

SECTION 401. Satisfaction and Discharge of Indenture.

When

(A) the Company shall deliver to the
Trustee for cancellation all Securities of any
series theretofore authenticated (other than any
Securities of such series which shall have been
destroyed, lost or stolen and which shall have
been replaced or paid as provided in Section 306)
and not theretofore cancelled, or

(B) this Section 401(B) is specified as
contemplated by Section 301 to be applicable to
the Securities of any series and (i) the Company
shall have irrevocably deposited with the
Trustee, in trust, cash funds or Government
Obligations (as hereinafter defined), the
principal of and interest on which when due will,
together with any cash funds set aside at the
same time and without the necessity for further
investment or reinvestment of the principal
amount of or interest from such Government
Obligations or of such cash funds, provide funds
sufficient to pay at maturity or upon redemption
all of the Outstanding Securities of such series
(other than any Securities of such series which
(x) shall have been destroyed, lost or stolen and
which shall have been replaced or paid as
provided in Section 306 or (y) shall, prior to
such deposit, have been cancelled or delivered to
the Trustee for cancellation), including
principal, premium (if any, in the case of an
early redemption) and interest due or to become
due to the date of maturity or earlier
redemption, and (ii) in the case of Securities of
such series which the Company may elect to
redeem, in whole or in part, prior to their
maturity, all action necessary to redeem such
Securities of such series, in whole or in part,
as of the specified redemption date for such
Securities of such series shall have been taken
and arrangements reasonably satisfactory to the
Trustee shall have been made for the giving of
notice of future redemption, and (iii) notice of
such deposit shall have been mailed to the
Holders of all Securities of such series as to
which such deposit is applicable, at least 10
days prior to the date on which this Indenture is
to be discharged with respect to Securities of
such series as provided below;

and if in either case the Company shall also pay or
cause to be paid all other sums payable hereunder with
respect to Securities of such series, then this
Indenture and all obligations of the Company hereunder
with respect to Securities of such series shall,
except as otherwise provided in this Section 401,
cease to be of further effect, and the Trustee, upon
Company Request accompanied by an Officers'
Certificate and an Opinion of Counsel stating that all
conditions precedent to discharge of this Indenture
with respect to Securities of such series have been
complied with, and at the cost and expense of the
Company, shall execute proper instruments
acknowledging the satisfaction of and discharging this
Indenture with respect to Securities of such series;
provided that it shall be a condition to the deposit
of cash or Government Obligations and the termination
of the Company's obligations under this Section that
such Opinion of Counsel include opinions to the effect
that: (a) Holders will not recognize income, gain or
loss for Federal income tax purposes as a result of
such deposit and termination and (b) such Holders (and
future holders of such Securities) will be subject to
tax in the same amount, manner and timing as if such
deposit and termination had not occurred. So long as
any Security of such series remains outstanding this
Indenture shall continue in effect with respect to
Securities of such series following the discharge with
respect to Securities of such series provided for
above solely with respect to rights of registration of
transfer, exchange or replacement of Outstanding
Securities of such series, rights to receive payment
of the principal thereof and premium, if any, and
interest, if any, thereon in accordance with Sections
1001 and 1002, the obligations of the Company set
forth in Section 1001, and correlative rights and
responsibilities of the Trustee; provided that no
claim for payment of principal of or premium, if any,
or interest, if any, on any Securities of such series
shall be made against the Company unless there shall
have occurred a default in payment under the
Government Obligations deposited to provide for such
payment on the Securities of such series. The Company
hereby agrees to reimburse and indemnify the Trustee
for any costs or expenses thereafter reasonably and
properly incurred by the Trustee in connection with
this Indenture or the Securities following discharge
of this Indenture pursuant to Section 607(3) hereof
with respect to Securities of any series as herein
provided. As used in paragraph (B) of this Section,
the term "Government Obligations" shall mean direct
obligations of, or obligations the timely payment of
the principal of and the interest on which are
unconditionally guaranteed by, the United States of
America and which are not, by their terms, callable.

SECTION 402. Application of Trust Money.

Subject to the provisions of the last paragraph
of Section 1003, all money deposited with the Trustee
pursuant to Sections 401 or 402 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 premium, if any) and
interest for the payment of which such money has been
deposited with the Trustee.

SECTION 403. Covenant Defeasance of Securities of Any
Series.

If this Section 403 is specified as contemplated
by Section 301 to be applicable to the Securities of
any series, then the Company shall cease to be under
any obligation to comply with any term, provision or
condition of any covenant specified as contemplated by
Section 301 with respect to Securities of any series
at any time after the applicable conditions set forth
below have been satisfied:

(b) the Company has properly fulfilled
such other means of defeasance as is
specified to be applicable to the Securities
of such series;

(2) the Company has paid or caused to be
paid all other sums payable with respect to the
Securities of such series at the time
outstanding;

(3) such deposit will 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;

(4) no Event of Default or event which,
after notice or lapse of time or both, would
become an Event of Default shall have occurred
and be continuing on the date of such deposit;

(5) the Company has delivered to the
Trustee an Opinion of Counsel to the effect that
the trust resulting from the deposit, defeasance
and discharge under this Section 404 will not
constitute, or is qualified as, a regulated
investment company under the Investment Company
Act of 1940; and

(6) the Company has delivered to the
Trustee an Officer's Certificate and an Opinion
of Counsel each stating that all conditions
precedent herein provided for relating to the
defeasance of the covenants referred to in this
Section 403 with respect to Securities of any
such series at the time outstanding have been
complied with.

Notwithstanding the discharge and defeasance of any
term, provision or condition of any covenant specified
as contemplated by Section 301 with respect to
Securities of any series at the time outstanding, all
other obligations of the Company in this Indenture
including, without limitation, the Company's primary
liability for the payment of the principal (including
mandatory sinking fund payments) of, and premium, if
any, and interest on all Securities of such series
shall survive until the payment of all such principal,
premium, if any, and interest has been made.

SECTION 404. Reinstatement.

If the Trustee is unable to apply any money or
U.S. Government Securities in accordance with Section
403 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental
authority enjoining, restraining or otherwise
prohibiting such application, the Company's
obligations under this Indenture and the Securities
shall be revived and reinstated as though no deposit
had occurred pursuant to Section 403 until such time
as the Trustee is permitted to apply all such money or
U.S. Government Securities in accordance with Section
403.

ARTICLE V

REMEDIES

SECTION 501. 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 occasioned by
the provisions of Article XIV or otherwise whether it
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), unless
such event is either inapplicable to a particular
series or it is specifically deleted or modified in or
pursuant to the Board Resolution or supplemental
indenture authorizing that series:

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

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

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

(4) default in the performance, or breach,
of any covenant, agreement or warranty of the
Company in this Indenture (other than a covenant,
agreement or warranty a default in the
performance of which or the breach of which is
elsewhere in this Section specifically dealt with
or which has expressly been included in this
Indenture solely for the benefit of series of
Securities other than that series), and
continuance of such default or breach for a
period of 60 days after there has been given, by
registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by
the Holders of at least 25% in principal amount
of the Outstanding Securities of that series a
written notice specifying such default or breach
and requiring it to be remedied and stating that
such notice is a "Notice of Default" hereunder;
or

(5) the entry by a court having
jurisdiction in the premises of (A) a decree or
order for relief in respect of the Company in an
involuntary case or proceeding under any
applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law
or (B) a decree or order adjudging the Company
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 the
property of the Company, or ordering the winding
up or liquidation of the affairs of the Company,
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 the
consent by the Company to the entry of a decree
or order for relief in an involuntary case or
proceeding under any such law or to the
commencement of any bankruptcy or insolvency case
or proceeding against the Company, or the consent
by the Company to the appointment of or taking
possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or similar
official of the Company or of any substantial
part of the property of the Company, or the
making by the Company of an assignment for the
benefit of creditors, or the failure by the
Company generally to pay debts as they become
due, or the taking of corporate action by the
Company in furtherance of any such action; or

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

SECTION 502. Acceleration of Maturity; Rescission and
Annulment.

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

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

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

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

(B) the principal of (and premium, if
any, on) any Securities of that series which
have become due otherwise than by such
declaration of acceleration and 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 its
counsel; and

(2) all Events of Default with respect to
Securities of that series, other than the
nonpayment of the principal of Securities of that
series which have become due solely by such
declaration of acceleration, have been cured or
waived as provided in Section 513.

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

SECTION 503. Collection of Indebtedness and Suits for
Enforcement by Trustee.

The Company covenants that if

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

(2) default is made in the payment (other
than mandatory sinking fund 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 premium, if any) and
interest and, to the extent that payment of such
interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) 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 its counsel
except compensation or advances arising or expenses or
liabilities incurred as a result of the Trustee's
negligence or bad faith.

If the Company fails to pay such amounts
forthwith upon such demand, the Trustee, in its own
name and as trustee of an express trust, may institute
a judicial proceeding for the collection of the sums
so due and unpaid, may prosecute such proceeding to
judgment of final decree and may enforce the same
against the Company or any other obligor upon such
Securities and collect the moneys adjudged or decreed
to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such
Securities, wherever situated.

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

SECTION 504. Trustee May File Proofs of Claim.

In case of the pendency of any receivership,
liquidation proceedings, any voluntary or involuntary
case or proceeding under any applicable Federal or
State bankruptcy, insolvency, reorganization, or other
similar law relative to the Company, or any other
obligor upon the Securities or the property of the
Company, or of such other obligor or their creditors,
the Trustee (irrespective of whether the principal of
the Securities shall then be due and payable as
therein expressed or by declaration or otherwise and
irrespective of whether the Trustee shall have made
any demand on the Company for the payment of overdue
principal or interest) 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 its counsel, and any other amounts due the Trustee
under Section 607.

Nothing herein contained 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 505. Trustee May Enforce Claims Without
Possession of Securities

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

SECTION 506. Application of Money Collected.

Subject to Article XIV, 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 premium, if any) or
interest, upon presentation of the Securities and the
notation thereon of the payment if only partially paid
and upon surrender thereof if fully paid:

FIRST: To the payment of all amounts due
the Trustee under Section 607;

SECOND: To the payment of the amounts then
due and unpaid for principal of (and premium, if
any) 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 premium, if any) and interest, respectively;
and

THIRD: To the payment of any surplus then
remaining to the Company, its successors or
assigns or to whomsoever may be lawfully entitled
to receive the same.

SECTION 507. Limitation on Suits.

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

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

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

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

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

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

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

SECTION 508. Unconditional Right of Holders to
Receive Principal, Premium and Interest.

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 premium, if any) and
(subject to Section 307) 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, if such Security is convertible
pursuant to Article XIII hereof, to convert such
Security in accordance therewith 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 509. Restoration of Rights and Remedies.

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

SECTION 510. Rights and Remedies Cumulative.

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

SECTION 511. Delay or Omission Not Waiver.

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

SECTION 512. Control by Holders.

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

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

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

SECTION 513. Waiver of Past Defaults.

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

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

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

provided, however, that (subject to the provisions of
Section 601) the Trustee shall have the right to
decline to follow any such direction if the Trustee
shall determine upon advice of counsel that the action
or proceeding so directed may not lawfully be taken or
if the Trustee in good faith by its board of directors
or trustees, executive committee, or a trust committee
of directors or trustees and/or Responsible Officers
shall determine that the action or proceeding so
directed would involve the Trustee in personal
liability. The Trustee may take any other action
deemed proper by the Trustee not inconsistent with
such direction.

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

SECTION 514. Undertaking for Costs.

All parties to this Indenture agree, and each
Holder of any Security by his acceptance thereof shall
be deemed to have agreed, that any court may in its
discretion require, 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, the filing by
any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court 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.

SECTION 515. 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
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 601. 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 602. 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
501(4) with respect to Securities of such series, no
such notice to Holders shall be given until at least
60 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 603. Certain Rights of Trustee.

Subject to the provisions of Section 601:

(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;

(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 604. Not Responsible for Recitals or Issuance
of Securities.

The recitals contained herein and in the
Securities, except the Trustee's certificates of
authentication shall be taken as the statements of the
Company and 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.

SECTION 605. May Hold Securities.

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

SECTION 606. Money Held in Trust.

Money held by the Trustee in trust hereunder need
not be segregated from other funds except to the
extent required by law. The Trustee shall be under no
liability for interest on any money received by it
hereunder except as otherwise agreed with the Company.
So long as no Event of Default shall have occurred and
be continuing, all interest allowed on any such moneys
shall be paid from time to time upon the written order
of the Company, signed by its President, any Vice
President, its Treasurer or an Assistant Treasurer.

SECTION 607. Compensation and Reimbursement.

The Company agrees:

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

(2) except as otherwise expressly provided
herein, to reimburse the Trustee upon its request
for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in
accordance with any provision of this Indenture
(including the reasonable compensation and the
expenses and disbursements of its agents and its
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, any loss, liability or
expense incurred without negligence or bad faith
on its part, arising out of or in connection with
the acceptance or administration of the trust or
trusts hereunder, including the costs and
expenses of defending itself against any claim or
liability in connection with the exercise or
performance of any of its powers or duties
hereunder.

The obligations of the Company under this Section
607 to compensate the Trustee and to pay or reimburse
the Trustee for expenses, disbursements and advances
shall constitute additional indebtedness hereunder and
shall survive satisfaction and discharge of this
Indenture. Such additional indebtedness shall be a
senior claim on, and secured by a lien prior to that
of the Securities upon, all property and funds held or
collected by the Trustee as such, except funds held in
trust for the benefit of the holders of particular
Securities and the Securities are hereby subordinated
to each senior claim.

SECTION 608. 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 609. 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.
If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of a
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 610. 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 611.

(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. Upon
receiving such notice of resignation, the Company
shall promptly appoint a successor trustee by written
instrument, in duplicate, executed by order of the
Board of Directors, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to
the successor trustee. If the instrument of
acceptance by a successor Trustee required by Section
611 shall not have been delivered to the Trustee
within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of
a successor Trustee with respect to the Securities of
such series.

(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 608 after written request therefor by the
Company or by any Holder who has been a bona fide
Holder of a Security for at least six months, or

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

(3) the Trustee shall become incapable of
acting or an order for relief or similar decree
shall be entered in respect of the Trustee under
any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law
or a receiver, custodian, liquidator, assignee,
trustee, sequestrator or other similar official
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 514, any Holder
who has been a bona fide Holder of a Security for at
least six months may, on behalf of himself and all
others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee
with respect to all Securities and the appointment of
a successor Trustee or Trustees.

(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 611. If,
within one year after such resignation, removal or
incapability, or the occurrence of such vacancy, a
successor Trustee with respect to the Securities of
any series shall be appointed by Act of the Holders of
a majority in principal amount of the Outstanding
Securities of such series delivered to the Company and
the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable
requirements of Section 611, become the successor
Trustee with respect to the Securities of such series
and to that extent supersede the successor Trustee
appointed by the Company. If no successor Trustee
with respect to the Securities of any series shall
have been so appointed by the Company or the Holders
and accepted appointment in the manner required by
Section 611, any Holder who has been a bona fide
Holder of a Security of such series for at least six
months may, on behalf of himself and all others
similarly situated, petition any court of competent
jurisdiction for the appointment of a successor
Trustee with respect to the Securities of such series.

(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 by mailing written notice of
such event by first-class mail, postage prepaid, to
all Holders of Securities of such series as their
names and addresses appear in the Security Register.
Each notice shall include the name of the successor
Trustee with respect to the Securities of such series
and the address of its Corporate Trust Office.

SECTION 611. Acceptance of Appointment by Successor.

(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
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 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 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) or (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.

Upon acceptance of appointment by a successor
trustee as provided in this Section 611, the Company
shall mail notice of the succession of such trustee
hereunder to the Holders of Securities at their
addresses as they shall appear on the Security
Register. If the Company fails to mail such notice
within ten days after acceptance of appointment by the
successor trustee, the successor trustee shall cause
such notice to be mailed at the expense of the
Company.

SECTION 612. Merger, Conversion, Consolidation or
Succession to Business

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

SECTION 613. Preferential Collection of Claims
Against Company.

If and when the Trustee shall be or become a
creditor of the Company (or 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) to the extent applicable.

SECTION 614. Appointment of Authenticating Agent.

At any time when any of the Securities remain
Outstanding 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, exchange,
registration of transfer, partial conversion, or
partial redemption thereof or pursuant to Section 306,
and original issue 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
substantially all the 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 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 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
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 Trustee agrees to pay to each Authenticating
Agent from time to time reasonable compensation for
its services under this Section, and the Trustee shall
be entitled to be reimbursed for such payments,
subject to the provisions of Section 607.

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 alternate 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.

CHEMICAL BANK,
as Trustee

By: [_____________________]
As Authenticating Agent

By: _______________________
Authorized Officer

SECTION 615. Maintenance of Agency by Trustee.

The Trustee will maintain in The City of New York
(a) an office or a Paying Agent acceptable to the
Company where Securities may be presented or
surrendered for payment of principal and premium and
interest, if any, with respect thereto and (b) an
office or Authenticating Agent where Securities may be
surrendered for registration of transfer or exchange.

ARTICLE VII

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701. Names and Addresses of Holders.

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

(a) semi-annually, not later than 15 days
after each Regular Record Date for the Securities
of any series (and on dates as specified as
contemplated by Section 301 for any series of
Original Issue Discount Securities which by their
terms bear interest only after maturity), a list,
in such form as the Trustee may reasonably
require, of the names and addresses of the
Holders of the Securities of such series as of
each such Regular Record Date (and as of dates as
specified as contemplated by Section 301 of this
Indenture), 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; provided, that if the Trustee and the
Security Registrar are the same person or entity, this
Section 701 shall be inapplicable.

SECTION 702. 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 701
and the names and addresses of Holders received by the
Trustee in its capacity as Security Registrar. The
Trustee may destroy any list furnished to it as
provided in Section 701 upon receipt of a new list so
furnished.

(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 and that the Trustee shall not be held
accountable by reason of mailing any material pursuant
to a request made under the Trust Indenture Act.

SECTION 703. Reports by Trustee.

(a) On or about July 15 of each year commencing
after the issuance of any Securities under this
Indenture, 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.

(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 704. Reports by Company.

The Company shall file with the Trustee and the
Commission, and transmit to Holders, such information,
documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided
pursuant to such Act; provided that any such
information, documents or reports required to be filed
with the Commission pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 shall be filed
with the Trustee within 15 days after the same is so
required to be filed with the Commission.

ARTICLE VIII

CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 801. Company May Consolidate, etc., on
Certain Terms.

Subject to the provisions of Section 802, nothing
contained in this Indenture or in any of the
Securities shall prevent any consolidation or merger
of the Company with or into any other corporation or
corporations (whether or not affiliated with the
Company), or successive consolidations or mergers in
which the Company or its successor or successors shall
be a party or parties, or shall prevent any sale,
conveyance or lease of all or substantially all of the
property of the Company to any other corporation
(whether or not affiliated with the Company)
authorized to acquire and operate the same; provided,
however, and the Company hereby covenants and agrees,
that any such consolidation, merger, sale, conveyance
or lease shall be upon the condition that (a)
immediately after such consolidation, merger, sale,
conveyance or lease the corporation (whether the
Company or such other corporation) formed by or
surviving any such consolidation or merger, or to
which such sale, conveyance or lease shall have been
made, shall not be in default in the performance or
observance of any of the terms, covenants and
conditions of this Indenture to be kept or performed
by the Company; (b) the corporation (if other than the
Company) formed by or surviving any such consolidation
or merger, or to which such sale, conveyance or lease
shall have been made, shall be a corporation organized
under the laws of the United States of America or any
state thereof, and (c) the due and punctual payment of
the principal of and premium, if any, and interest on
all of the Securities, according to their tenor, and
the due and punctual performance and observance of all
of the covenants and conditions of this Indenture to
be performed or observed by the Company, shall be
expressly assumed, by supplemental indenture
satisfactory in form to the Trustee executed and
delivered to the Trustee, by the corporation (if other
than the Company) formed by such consolidation, or
into which the Company shall have been merged, or by
the corporation which shall have acquired or leased
such property.

SECTION 802. Successor Corporation to Be Substituted.

In case of any such consolidation, merger, sale,
conveyance or lease and upon the assumption by the
successor corporation, by supplemental indenture,
executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the due and punctual
payment of the principal of and premium, if any, and
interest on all of the Securities and the due and
punctual performance and observance of all of the
covenants and conditions of this Indenture to be
performed or observed by the Company, such successor
corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been
named herein as the Company herein and thereafter the
predecessor corporation shall be relieved of any
further obligation under this Indenture and the
Securities. Such successor corporation thereupon may
cause to be signed, and may issue either in its own
name or in the name of the Company, any or all of the
Securities issuable hereunder which theretofore shall
not have been signed by the Company and delivered to
the Trustee; and, upon the order of such successor
corporation instead of the Company and subject to all
the terms, conditions and limitations in this
Indenture prescribed, the Trustee shall authenticate
and shall deliver any Securities which previously
shall have been signed and delivered by the officers
of the Company to the Trustee for authentication, and
any Securities which such successor corporation
thereafter shall cause to be signed and delivered to
the Trustee for that purpose. All the Securities so
issued shall in all respects have the same legal rank
and benefit under this Indenture as the Securities
theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such
Securities had been issued at the date of the
execution hereof.

In case of any such consolidation, merger, sale,
conveyance or lease such changes in phraseology and
form (but not in substance) may be made in the
Securities thereafter to be issued as may be
appropriate.

SECTION 803. Opinion of Counsel to be Given Trustee.

The Trustee, subject to Sections 601 and 603, may
receive an Opinion of Counsel as conclusive evidence
that any such consolidation, merger, sale, conveyance
or lease and any such assumption complies with the
provisions of this Article Eight.

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 901. Supplemental Indentures Without Consent
of Holders.

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

(1) to evidence the succession of another
Person to the Company and the assumption by any
such successor of the covenants of the Company
herein and in the Securities; 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
in respect of the Securities of any specific
series or all series; 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 when and as
such may be lawful, registrable or not
registrable as to principal, and with or without
interest coupons, or if permitted by law, to
provide for the exchangeability of such
Securities of the same series in fully registered
form, or to permit or facilitate the issuance of
Securities in uncertificated form; or

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

(6) to secure the Securities; or

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

(8) to make provision with respect to the
conversion rights, if any, of Holders of
Securities of any series which are convertible in
accordance with Article XIII pursuant to the
requirements of Section 1311; or

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

(10) 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 such action shall not
adversely affect the interests of the Holders of
Securities of any series in any material respect.

SECTION 902. Supplemental Indentures with Consent of
Holders.

With the consent of the Holders of not less than
a majority in principal amount of the Outstanding
Securities of each series affected by such
supplemental indenture, by Act of said Holders
delivered to the Company and the Trustee, the Company,
when authorized by 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 instalment of principal of
or interest on, any Security, or reduce the
principal amount thereof or the rate of interest
thereon or any premium payable upon the
redemption thereof, or reduce the amount of the
principal of an Original Issue Discount Security
that would be due and payable upon a declaration
of acceleration of the Maturity thereof pursuant
to Section 502, or change any Place of Payment
where, or the coin or currency in which, any
Security or any premium or the 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, if the Securities of any series are
convertible in accordance with Article XIII,
adversely affect the right to convert such
Securities as provided therein (except as
permitted by Section 901(8)), or

(2) modify the provisions of this Indenture
with respect to the subordination of the
Securities in a manner adverse to the Holders, or

(3) reduce the percentage in principal
amount of the Outstanding Securities of any
series, the consent of whose Holders is required
for any such supplemental indenture, or the
consent of whose Holders is required for any
waiver (of compliance with certain provisions of
this Indenture or certain defaults hereunder and
their consequences) provided for in this
Indenture, or

(4) modify any of the provisions of this
Section, Section 513 or Section 1005, 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
Holders of each Outstanding Security affected
thereby, provided, however, that this clause
shall not be deemed to require the consent of any
Holder with respect to changes in the references
to "the Trustee" and concomitant changes in this
Section and Section 1005, or the deletion of this
proviso, in accordance with the requirements of
Sections 611(b) and 901(8).

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

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

SECTION 903. Execution of Supplemental Indentures.

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

SECTION 904. Effect of Supplemental Indentures.

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

SECTION 905. Conformity with Trust Indenture Act.

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

SECTION 906. Reference in Securities to Supplemental
Indentures.

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

ARTICLE X

COVENANTS

SECTION 1001. 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 premium, if any)
and interest on the Securities of that series in
accordance with the terms of the Securities of that
series and this Indenture. Each instalment of
interest on the Securities may at the Company's option
be paid by mailing checks for such interest payable to
or upon the written order of the person entitled
thereto pursuant to Section 307 hereof to the address
of such person as it appears on the Security Register.

SECTION 1002. Maintenance of Office or Agency.

The Company will maintain in each Place of
Payment for any series of Securities and, if the
Trustee fails to maintain the agencies required
pursuant to Section 615, the Company will also
maintain an office or agency in The City of New York,
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, if applicable, where Securities of
each series that is convertible pursuant to Article
XIII may be surrendered for conversion 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 at
[___________________________] 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, if the Trustee shall fail to maintain
the agencies required pursuant to Section 615, no such
designation or rescission shall in any manner relieve
the Company of its obligation to maintain an office or
agency in The City of New York 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.

The Company hereby designates as a Place of
Payment for each series of Securities the Borough of
Manhattan, The City of New York, and appoints the
Trustee at its Corporate Trust Office in such city as
Paying Agent. The Company may designate other Places
of Payment and other Paying Agents in the form of
Security for any series.

SECTION 1003. Money for Securities Payments to Be
Held in Trust.

If the Company shall at any time act as its own
Paying Agent with respect to any series of Securities,
it will, on or before each due date of the principal
of (and premium, if any) or interest on any of the
Securities of that series, segregate and hold in trust
for the benefit of the Persons entitled thereto a sum
sufficient to pay the principal (and premium, if any)
or 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 (and
premium, if any) or interest on any Securities of that
series, deposit with a Paying Agent a sum sufficient
to pay the principal (and premium, if any) or interest
so becoming due, such sum to be held in trust for the
benefit of the Persons entitled to such principal,
premium or interest, and (unless such Paying Agent is
the Trustee) the Company will promptly notify the
Trustee of its action or failure to act.

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

(1) hold all sums held by it for the
payment of the principal of (and premium, if any)
or interest on Securities of that series in trust
for the benefit of the Persons entitled thereto
until such sums shall be paid to such Persons or
otherwise disposed of as herein provided;

(2) give the Trustee notice of any default
by the Company (or any other obligor upon the
Securities of that series) in the making of any
payment of principal (and premium, if any) or
interest on the Securities of that series; and

(3) at any time during the continuance of
any such default, upon the written request of the
Trustee, forthwith pay to the Trustee all sums so
held in trust by such Paying Agent.

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 (and premium, if any)
or interest on any Security of any series and
remaining unclaimed for two years after such principal
(and premium, if any) 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 any Place
of Payment with respect to such series of Securities,
notice that such money remains unclaimed and that,
after a date specified therein, which shall not be
less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining
will be repaid to the Company.

SECTION 1004. Statement as to Compliance.

The Company will deliver to the Trustee, within
120 days after the end of each fiscal year, an
Officers' Certificate, as to each signer thereof, that

(1) view of the activities of the Company
during such year and of its performance under
this Indenture has been made under the signer's
supervision, and

(2) to the best of his knowledge, based on
such review, (a) the Company has fulfilled all
its obligations under this Indenture throughout
such year, or, if there has been a default in the
fulfillment of any such obligations, specifying
each such default known to him and the nature and
status thereof, and (b) no event has occurred and
is continuing which is, or after notice or lapse
of time or both would become, an Event of
Default, or, if such an event has occurred and is
continuing, specifying each such event known to
him and the nature and status thereof.

SECTION 1005. Waiver of Certain Covenants.

The Company may omit in any particular instance
to comply with any term, provision or condition of any
covenant provided with respect to the Securities of
any series as specified as contemplated by Section 301
(unless otherwise provided by the terms of such
series), if before the time for such compliance the
Holders of at least a majority in principal amount of
the Outstanding Securities of such series shall, by
Act of such Holders, either waive such compliance in
such instance or generally waive compliance with such
term, provision or condition, but no such waiver shall
extend to or affect such term, provision or condition
except to the extent so expressly waived, and, until
such waiver shall become effective, the obligations of
the Company and the duties of the Trustee in respect
of any such term, provision or condition shall remain
in full force and effect.

ARTICLE XI

REDEMPTION OF SECURITIES

SECTION 1101. Applicability of Article.

Securities of any series which are redeemable
before their Stated Maturity shall be redeemable in
accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for
Securities of any series) in accordance with this
Article.

SECTION 1102. Election to Redeem; Notice to Trustee.

The election of the Company to redeem any
Securities shall be evidenced by a Board Resolution.
In case of any redemption at the election of the
Company of less than all the Securities of any series,
the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter
notice shall be satisfactory to the Trustee), notify
the Trustee of such Redemption Date and of the
principal amount of Securities of such series to be
redeemed. In the case of any redemption of Securities
prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or
elsewhere in this Indenture, the Company shall furnish
the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

SECTION 1103. Selection by Trustee of Securities to
Be Redeemed.

If less than all the Securities of any series 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 any Security of any series selected for
partial redemption which is convertible in accordance
with Article XIII is converted in part before
termination of the conversion right with respect to
the portion of the Security of that series so
selected, the converted portion of such Security shall
be deemed (so far as may be) to be the portion
selected for redemption. Securities of any series
which is convertible in accordance with Article XIII
which have been converted during a selection of
Securities of a series to be redeemed shall be treated
by the Trustee as Outstanding for the purpose of such
selection.

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 1104. Notice of Redemption.

Notice of redemption shall be given by first-
class mail, postage prepaid, mailed not less than 30
nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed, at his
address appearing in the Security Register, but
failure to give such notice by mailing in the manner
herein provided to the Holder of any Securities
designated for redemption as a whole or in part, or
defect in the notice to any such Holder, shall not
affect the validity of the proceedings for the
redemption of any other such Securities or portion
thereof.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price,

(3) if less than all the Outstanding
Securities of any series are to be redeemed, the
identification (and, in the case of partial
redemption, the principal amounts) of the
particular Securities to be redeemed,

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

(5) if applicable, the conversion price,
the date on which the right to convert the
principal of the Securities to be redeemed will
terminate and the place or places where such
Securities may be surrendered for conversion,

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

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

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

SECTION 1105. Deposit of Redemption Price.

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

If any Security called for redemption is
converted, any money deposited with the Trustee or
with any Paying Agent or so segregated and held in
trust for the redemption of such Security shall
(subject to any right of the Holder of such Security
or any Predecessor Security to receive interest as
provided in the last paragraph of Section 307) be paid
to the Company upon Company Request or, if then held
by the Company, shall be discharged from such trust.

SECTION 1106. Securities Payable on Redemption Date.

Notice of redemption having been given as
aforesaid, the Securities so to be redeemed shall, on
the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after
such date (unless the Company shall default in the
payment of the Redemption Price and accrued interest)
such Securities shall cease to bear interest. Upon
surrender of any such Security for redemption in
accordance with said notice, such Security shall be
paid by the Company at the Redemption Price, together
with accrued interest to the Redemption Date;
provided, however, that, unless otherwise specified as
contemplated by Section 301, instalments of interest
whose Stated Maturity is on or prior to the Redemption
Date shall be payable to the Holders of such
Securities, or one or more Predecessor Securities,
registered as such at the close of business on the
relevant Record Dates according to their terms and the
provisions of Section 305.

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

SECTION 1107. Securities Redeemed in Part.

Any Security which is to be redeemed only in part
(pursuant to the provisions of this Article or Article
Twelve) 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, of any authorized
denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the
unredeemed portion of the principal of the Security so
surrendered.

ARTICLE XII

SINKING FUNDS

SECTION 1201. 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 301 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 1202. 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 1202. Satisfaction of Sinking Fund Payments
with Securities.

The Company (1) may deliver to the Trustee
Outstanding Securities of a series (other than any
previously called for redemption) theretofore acquired
by the Company and (2) receive credit for Securities
of a series which have been previously delivered to
the Trustee by the Company and Securities of such
series which have been converted pursuant to Article
XIII or 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 1203. Redemption of Securities for Sinking
Fund.

Not less than 60 days prior to each sinking fund
payment date for any series of Securities, the Company
will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing sinking fund
payment for that series pursuant to the terms of that
series, the portion thereof, if any, which is to be
satisfied by payment of cash and the portion thereof,
if any, which is to be satisfied by delivering and
crediting Securities of that series pursuant to
Section 1202 (which Securities will, if not previously
delivered, accompany such Officers' Certificate), and
stating whether the Company intends to exercise its
right, if any, to make a permitted optional sinking
fund payment with respect to such series. 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 1103 and cause notice of
the redemption thereof to be given in the name of and
at the expense of the Company in the manner provided
in Section 1104. Such notice having been duly given,
the redemption of such Securities shall be made upon
the terms and in the manner stated in Sections 1106
and 1107.

ARTICLE XIII

CONVERSION OF SECURITIES

SECTION 1301. Applicability; Conversion Privilege and
Conversion Price.

Securities of any series which are convertible
into Common Stock of the Company shall be convertible
in accordance with their terms and (except as
otherwise specified as contemplated by Section 301 for
Securities of any series) in accordance with this
Article.

Subject to and upon compliance with the
provisions of this Article, at the option of the
Holder thereof, any Security of any series or any
portion of the principal amount thereof which is
$1,000 or an integral multiple of $1,000 may be
converted at the principal amount thereof, or of such
portion thereof, into fully paid and nonassessable
shares (calculated as to each conversion to the
nearest one-hundredth of a share) of Common Stock of
the Company, at the Conversion Price, determined as
hereinafter provided, in effect at the time of
conversion. Such conversion right shall expire at the
close of business on the date specified for Securities
of such series. In case a Security or portion thereof
is called for redemption, such conversion right in
respect of the Security or portions so called shall
expire at the close of business on the Redemption
Date, unless the Company defaults in making the
payment due upon redemption.

The price at which shares of Common Stock shall
be delivered upon conversion (herein called the
"Conversion Price") shall be the price specified in
relation to Securities of such series pursuant to
Section 301. The Conversion Price shall be adjusted
in certain instances as provided in paragraphs (1),
(2), (3), (4) and (7) of Section 1304.

SECTION 1302. Exercise of Conversion Privilege.

In order to exercise the conversion privilege,
the Holder of any Security to be converted shall
surrender such Security, together with the conversion
notice duly executed, at any office or agency of the
Company maintained for that purpose pursuant to
Section 1002, accompanied by written notice to the
Company at such office or agency that the Holder
elects to convert such Security or, if less than the
entire principal amount thereof is to be converted,
the portion thereof to be converted. Securities or
portions thereof surrendered for conversion during the
period from the close of business on any Regular
Record Date next preceding any Interest Payment Date
to the opening of business on such Interest Payment
Date shall (unless such Securities or portions thereof
have been called for redemption on a Redemption Date
within such period) be accompanied by payment to the
Company or its order, in New York Clearing House funds
or other funds acceptable to the Company, of an amount
equal to the interest payable on such Interest Payment
Date on the principal amount of Securities or portions
thereof being surrendered for conversion. No payment
or adjustment shall be made upon any conversion on
account of any interest accrued on the Securities
surrendered for conversion or, except as provided in
Section 1304, on account of any dividends on the
Common Stock issued upon conversion.

Securities shall be deemed to have been converted
immediately prior to the close of business on the day
of surrender of such Securities for conversion in
accordance with the foregoing provisions, and at such
time the rights of the Holders of such Securities as
Holders shall cease, and the Person or Persons
entitled to receive the Common Stock issuable upon
conversion shall be treated for all purposes as the
record holder or holders of such Common Stock at such
time. As promptly as practicable on or after the
conversion date, the Company shall issue and shall
deliver at such office or agency a certificate or
certificates for the number of full shares of Common
Stock issuable upon conversion, together with payment
in lieu of any fraction of a share, as provided in
Section 1303.

In the case of any Security which is converted in
part only, upon such conversion the Company shall
execute and the Trustee shall authenticate and deliver
to the Holder thereof, at the expense of the Company,
a new Security or Securities of authorized
denominations in aggregate principal amount equal to
the unconverted portion of the principal amount of
such Security.

SECTION 1303. Fractions of Shares.

No fractional shares of Common Stock shall be
issued upon conversion of Securities. If more than
one Security shall be surrendered for conversion at
one time by the same Holder, the number of full shares
which shall be issuable upon conversion thereof shall
be computed on the basis of the aggregate principal
amount of the Securities (or specified portions
thereof) so surrendered. Instead of any fractional
share of Common Stock which would otherwise be
issuable upon conversion of any Security or Securities
(or specified portions thereof), the Company shall pay
a cash adjustment in respect of such fractions in an
amount equal to the same fraction of the market price
(determined as provided in the last sentence of
paragraph (6) of Section 1304) at the close of
business on the day of conversion.

SECTION 1304. Adjustment of Conversion Price.

(1) In case the Company shall pay or
make a dividend or other distribution on any
class of capital stock of the Company in
Common Stock, the Conversion Price in effect
at the opening of business on the day
following the date fixed for the
determination of stockholders entitled to
receive such dividend or other distribution
shall be reduced by multiplying such
Conversion Price by a fraction of which the
numerator shall be the number of shares of
Common Stock outstanding at the close of
business on the date fixed for such
determination and the denominator shall be
the sum of such number of shares and the
total number of shares constituting such
dividend or other distribution, such
reduction to become effective immediately
after the opening of business on the day
following the date fixed for such
determination. For the purposes of this
paragraph (1), the number of shares of
Common Stock at any time outstanding shall
not include shares held in the treasury of
the Company but shall include shares
issuable in respect of scrip certificates
issued in lieu of fractions of shares of
Common Stock. The Company will not pay any
dividend or make any distribution on shares
of Common Stock held in the treasury of the
Company.

(2) In case the Company shall issue
rights or warrants to all holders of its
Common Stock entitling them to subscribe for
or purchase shares of Common Stock at a
price per share less than the current market
price per share (determined as provided in
paragraph (6) of this Section) of the Common
Stock on the date fixed for the
determination of stockholders entitled to
receive such rights or warrants, the
Conversion Price in effect at the opening of
business on the day following the date fixed
for such determination shall be reduced by
multiplying such Conversion Price by a
fraction of which the numerator shall be the
number of shares of Common Stock outstanding
at the close of business on the date fixed
for such determination plus the number of
shares of Common Stock which the aggregate
of the offering price of the total number of
shares of Common Stock so offered for
subscription or purchase would purchase at
such market price and the denominator shall
be the number of shares of Common Stock
outstanding at the close of business on the
date fixed for such determination plus the
number of shares of Common Stock so offered
for subscription or purchase, such reduction
to become effective immediately after the
opening of business on the day following the
date fixed for such determination. For the
purposes of this paragraph (2), the number
of shares of Common Stock at any time
outstanding shall not include shares held in
the treasury of the Company but shall
include shares issuable in respect of such
certificates issued in lieu of fractions of
shares of Common Stock. The Company will
not issue any rights or warrants in respect
of shares of Common Stock held in the
treasury of the Company.

(3) In case outstanding shares of
Common Stock shall be subdivided into a
greater number of shares of Common Stock,
the Conversion Price in effect at the
opening of business on the day following the
day upon which such subdivision becomes
effective shall be proportionately reduced,
and, conversely, in case outstanding shares
of Common Stock shall each be combined into
a smaller number of shares of Common Stock,
the Conversion Price in effect at the
opening of business on the day following the
day upon which such combination becomes
effective shall be proportionately
increased, such reduction or increase, as
the case may be, to become effective
immediately after the opening of business on
the day following the day upon which such
subdivision or combination become effective.

(4) In case the Company shall, by
dividend or otherwise, distribute to all
holders of its Common Stock evidences of its
indebtedness or assets (including
securities, but excluding any rights or
warrants referred to in paragraph (2) of
this Section, any dividend or distribution
paid in cash out of the retained earnings of
the Company and any dividend or distribution
referred to in paragraph (1) of this
Section), the Conversion Price shall be
adjusted so that the same shall equal the
price determined by multiplying the
Conversion Price in effect immediately prior
to the close of business on the date fixed
for the determination of stockholders
entitled to receive such distribution by a
fraction of which the numerator shall be the
current market price per share (determined
as provided in paragraph (6) of this
Section) of the Common Stock on the date
fixed for such determination, reduced by the
then fair market value (as determined by the
Board of Directors, whose determination
shall be conclusive and described in a Board
Resolution filed with the Trustee) of the
portion of the assets or evidences of
indebtedness so distributed applicable to
one share of Common Stock and the
denominator shall be such market price per
share of the Common Stock, such adjustment
to become effective immediately prior to the
opening of business on the day following the
date fixed for the determination of
stockholders entitled to receive such
distribution.

(5) The reclassification of Common
Stock into securities including other than
Common Stock (other than any
reclassification upon a consolidation or
merger to which Section 1311 applies) shall
be deemed to involve (a) a distribution of
such securities other than Common Stock to
all holders of Common Stock (and the
effective date of such reclassification
shall be deemed to be "the date fixed for
the determination of stockholders entitled
to receive such distribution" and "the date
fixed for such determination") within the
meaning of paragraph (4) of this Section,
and (b) a subdivision or combination, as the
case may be, of the number of shares of
Common Stock outstanding immediately prior
to such reclassification into the number of
shares of Common Stock outstanding
immediately thereafter (and the effective
date of such reclassification shall be
deemed to be "the day upon which such
subdivision becomes effective" or "the day
upon which such combination becomes
effective," as the case may be, and "the day
upon which such subdivision or combination
becomes effective" within the meaning of
paragraph (3) of this Section).

(6) For the purpose of any computation
under paragraph (2) and (4) of this Section,
the current market price per share on any
date shall be deemed to be the average of
the daily closing prices for the ten
consecutive Business Days selected by the
Company commencing not less than 30 nor more
than 45 Business Days before the day in
question. The closing price for each day
shall be the last reported sales price
regular way on the composite tape or, in
case no such reported sale takes place on
such day, the average of the reported
closing bid and asked prices regular way, in
either case on the New York Stock Exchange
or, if the Common Stock is not listed or
admitted to trading on such Exchange, on the
principal national securities exchange on
which the Common Stock is listed or admitted
to trading or, if not listed or admitted to
trading on any national securities exchange,
the average of the closing bid and asked
prices as furnished by any New York Exchange
member firm selected from time to time by
the Company for that purpose.

(7) No adjustment in the Conversion
Price shall be required unless such
adjustment would require an increase or
decrease of at least 1%; provided, however,
that any adjustments which by reason of this
clause (7) are not required to be made shall
be carried forward and taken into account in
any subsequent adjustment. All calculations
under this Article XIII shall be made to the
nearest cent or to the nearest one-hundredth
of a share, as the case may be. The Company
may make such reductions in the Conversion
Price, in addition to those required by
paragraphs (1), (2), (3) and (4) of this
Section, as it considers to be advisable in
order that any event treated for Federal
income tax purposes as a dividend of stock
or stock rights shall not be taxable to the
recipients.

(8) The Trustee has no duty to
determine when or how an adjustment under
this Article should be made or the amount of
any such adjustment. The Trustee has no
duty to determine whether a supplemental
indenture under Section 1311 need be entered
into or whether any provisions of any
supplemental indenture are correct. The
Trustee shall not be accountable for and
makes no representation as to the validity
or value of any securities or assets issued
upon conversion of Securities. The Trustee
shall not be responsible for the Company's
failure to comply with this Article.

SECTION 1305. Notice of Adjustments of Conversion
Price.

Whenever the Conversion Price is adjusted as
herein provided:

(a) the Company shall compute the adjusted
Conversion Price in accordance with Section 1304
and shall prepare a certificate signed by the
Treasurer or an Assistant Treasurer of the
Company setting forth the adjusted Conversion
Price and showing in reasonable detail the facts
upon which such adjustment is based, such
certificate shall forthwith be filed with the
Trustee and at each office or agency maintained
for the purpose of conversion of Securities
pursuant to Section 1002, and such certificate
shall be conclusive evidence of the correctness
of such adjustment; and

(b) a notice stating that the Conversion
Price has been adjusted and setting forth the
adjusted Conversion Price shall forthwith be
required, and as soon as practicable after it is
required, such notice shall be prepared by the
Company, filed with the Trustee and mailed by the
Company to all Holders at their last addresses as
they shall appear in the Security Register.

SECTION 1306. Notice of Certain Corporate Action.

In case:

(a) the Company shall declare a dividend
(or any other distribution) on Common Stock
payable otherwise than in cash out of its
retained earnings; or

(b) the Company shall authorize the
granting to the holders of Common Stock of rights
or warrants to subscribe for or purchase any
shares of capital stock of any class or of any
other rights; or

(c) of any reclassification of the Common
Stock of the Company (other than a subdivision or
combination of its outstanding shares of Common
Stock), or of any consolidation or merger to
which the Company is a party and for which
approval of any stockholders of the Company is
required, or of the sale or transfer of all or
substantially all of the assets of the Company;
or

(d) of the voluntary or involuntary
dissolution, liquidation or winding up of the
Company;

then the Company shall cause to be filed with the
Trustee and at each office or agency maintained for
the purpose of conversion of Securities pursuant to
Section 1002, and shall cause to be mailed to all
Holders at their last addresses as they shall appear
in the Security Register, at least 15 days (or ten
days in any case specified in clause (a) or (b) above)
prior to the applicable record or effective date
hereinafter specified, a notice stating (x) the date
on which a record is to be taken for the purpose of
such dividend, distribution, rights or warrants, or,
if a record is not to be taken, the date as of which
the holders of Common Stock of record to be entitled
to such dividend, distribution, rights or warrants are
to be determined, or (y) the date on which such
reclassification, consolidation, merger, sale,
transfer dissolution, liquidation or winding up is
expected to become effective, and the date as of which
it is expected that holders of Common Stock of record
shall be entitled to exchange their shares of Common
Stock for securities, cash or other property
deliverable upon such reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation or
winding up. The failure to give notice required by
this Section or any defect therein shall not affect
the legality or validity of any dividend,
distribution, rights, warrants, reclassification,
consolidation, merger, sale, transfer, dissolution,
liquidation or winding up, or the vote on any such
action.

SECTION 1307. Company to Reserve Common Stock.

The Company shall at all times reserve and keep
available, free from preemptive rights, out of its
authorized but unissued Common Stock, for the purpose
of effecting the conversion of Securities, the full
number of shares of Common Stock then issuable upon
the conversion of all outstanding Securities.

SECTION 1308. Taxes on Conversion.

The Company will pay any and all transfer taxes
that may be payable in respect of the issue or
delivery of shares of Common Stock on conversion of
Securities pursuant thereto. The Company shall not,
however, be required to pay any tax which may be
payable in respect of any transfer involved in the
issue and delivery of shares of Common Stock in a name
other than that of the Holder of the Security or
Securities to be converted, and no such issue or
delivery shall be made unless and until the Person
requesting such issue has paid to the Company the
amount of any such tax, or has established to the
satisfaction of the Company that such tax has been
paid.

SECTION 1309. Covenant as to Common Stock.

The Company covenants that all shares of Common
Stock which may be issued upon conversion of
Securities will upon issue be fully paid and
nonassessable and, except as provided in Section 1308,
the Company will pay all taxes, liens and charges with
respect to the issue thereof.

SECTION 1310. Cancellation of Converted Securities.

All Securities delivered for conversion shall be
delivered to the Trustee for cancellation and the
Trustee shall dispose of the same as provided in
Section 309.

SECTION 1311. Provisions in Case of Consolidation,
Merger or Sale of Assets.

In case of any consolidation of the Company with,
or merger of the Company into, any other corporation
or corporations, any merger of another corporation
into the Company (other than a merger which does not
result in any reclassification, conversion, exchange
or cancellation of outstanding shares of Common Stock
of the Company) or any sale or transfer of all or
substantially all of the assets of the Company, the
corporation or corporations formed by such
consolidation or resulting from such merger or which
acquires such assets, as the case may be, shall
execute and deliver to the Trustee a supplemental
indenture providing that the Holder of each Security
then outstanding shall have the right thereafter,
during the period such Security shall be convertible
as specified in Section 1301, to convert such Security
only into the kind and amount of securities, cash and
other property receivable upon such consolidation,
merger, sale or transfer by a holder of the number of
shares of Common Stock of the Company into which such
Security might have been converted immediately prior
to such consolidation, merger, sale or transfer,
assuming such holder of Common Stock of the Company
(i) is not a corporation with which the Company
consolidated or into which the Company merged or which
merged into the Company or to which such sale or
transfer was made, as the case may be ("constituent
corporation"), or an Affiliate of a constituent
corporation and (ii) failed to exercise its rights of
election, if any, as to the kind or amount of
securities, cash and other property receivable upon
such consolidation, merger, sale or transfer (provided
that if the kind or amount of securities, cash and
other property receivable upon such consolidation,
merger, sale or transfer is not the same for each
share of Common Stock of the Company held immediately
prior to such consolidation, merger, sale or transfer
by others than a constituent corporation or an
Affiliate thereof and in respect of which such rights
of election shall not have been exercised ("non-
electing share"), then for the purpose of this Section
the kind and amount of securities, cash and other
property receivable upon such consolidation, merger,
sale or transfer by each non-electing share shall be
deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares).
Such supplemental indenture shall provide for
adjustments which, for events subsequent to the
effective date of such supplemental indenture, shall
be as nearly equivalent as may be practicable to the
adjustments provided for in this Article. The above
provisions of this Section shall similarly apply to
successive consolidations, mergers, sales or
transfers.

ARTICLE XIV

SUBORDINATION OF SECURITIES

SECTION 1401. Securities Subordinate to Senior
Indebtedness.

The Company, for itself, its successors and
assigns, covenants and agrees, and each Holder of the
Securities of each series, by their acceptance
thereof, likewise covenants and agrees, that the
payment of the principal of and premium and interest,
if any, on each and all of the Securities is hereby
expressly subordinated, to the extent and in the
manner set forth in this Article, in right of payment
to the prior payment in full of all Senior
Indebtedness.

Each Holder of the Securities of each series by
his acceptance thereof authorizes and directs the
Trustee on its behalf to take such action as may be
necessary or appropriate to effectuate the
subordination as provided in this Article, and
appoints the Trustee its attorney-in-fact for any and
all such purposes.

SECTION 1402. Payment Over of Proceeds of Securities
on Dissolution, etc.

Upon any distribution of assets or securities of
the Company in connection with any dissolution,
winding up, liquidation or reorganization of the
Company (whether in bankruptcy, insolvency or
receivership proceedings or upon an assignment for the
benefit of creditors or any other marshalling of the
assets and liabilities of the Company or otherwise),
the holders of all Senior Indebtedness shall first be
entitled to receive payment in full in accordance with
the terms of such Senior Indebtedness of the principal
therefor and premium, if any, and the interest due
thereon before the Holders of the Securities of any
series are entitled to receive any payment or
distribution upon the principal, premium and interest,
if any, on the Securities or sinking fund payment;
and, upon any such dissolution, winding up,
liquidation or reorganization, any payment or
distribution of any kind or character, whether in
cash, property or securities of the Company (other
than shares of stock of the Company as reorganized or
readjusted or securities of the Company or any other
corporation provided for by a plan of reorganization
or readjustment, the payment of which is subordinated
to the payment of all Senior Indebtedness, at least to
the extent provided in this Article, which may at the
time be outstanding and which are provided for by a
plan of reorganization or readjustment which does not
alter the rights of the holders of Senior Indebtedness
at the time outstanding and under which such other
corporation, if any, assumes all Senior Indebtedness
at the time outstanding), to which the Holders of the
Securities or the Trustee would be entitled except for
the provisions of this Article, including any such
payment or distribution which may be payable or
deliverable by reason of the payment of any other
indebtedness of the Company being subordinated to the
payment of the Securities, shall be made by the
liquidating trustee or agent or other person making
such payment or distribution, whether a trustee in
bankruptcy, a receiver or liquidating trustee or
otherwise, directly to the holders of Senior
Indebtedness or their representative or
representatives or to the trustee or trustees under
any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued,
ratably according to the aggregate amounts remaining
unpaid on account of the principal of (and premium, if
any) and interest on the Senior Indebtedness held or
represented by each, to the extent necessary to pay in
full all Senior Indebtedness remaining unpaid, after
giving effect to any concurrent payment or
distribution or provision therefor to the holders of
Senior Indebtedness.

In the event that, notwithstanding the foregoing,
upon any such dissolution, winding up, liquidation or
reorganization, any payment or distribution of any
kind or character, whether in cash, property or
securities of the Company (other than shares of stock
of the Company as reorganized or readjusted or
securities of the Company or any other corporation
provided for by a plan of reorganization or
readjustment, the payment of which is subordinated to
the payment of all Senior Indebtedness, at least to
the extent provided by this Article, which may at the
time be outstanding and which are provided for by a
plan of reorganization or readjustment which does not
alter the rights of the holders of Senior Indebtedness
at the time outstanding and under which such other
corporation, if any, assumes all Senior Indebtedness
at the time outstanding), including any such payment
or distribution which may be payable or deliverable by
reason of the payment of any indebtedness of the
Company, if any, subordinated to the payment of the
Securities, shall be received by the Trustee or the
Holders of the Securities before all Senior
Indebtedness is paid in full, such payment or
distribution shall be paid over to the holders of such
Senior Indebtedness or their representative or
representatives or to the trustee or trustees under
any indenture under which any instruments evidencing
any of such Senior Indebtedness may have been issued,
ratably as aforesaid, for application to the payment
of all Senior Indebtedness remaining unpaid until all
such Senior Indebtedness shall have been paid in full,
after giving effect to any concurrent payment or
distribution or provision therefor to the holders of
Senior Indebtedness.

Subject to the payment in full of all Senior
Indebtedness, the Holders of the Securities shall be
subrogated to the rights of the holders of Senior
Indebtedness to receive payments or distributions of
cash, property or securities of the Company applicable
to the holders of the Senior Indebtedness until all
amounts owing on the Securities shall be paid in full,
and none of the payments or distributions to the
holders of the Senior Indebtedness to which the
Holders of the Securities or the Trustee would be
entitled except for the provisions of this Article or
of payments over, pursuant to the provisions of this
Article, to the holders of the Senior Indebtedness by
the Holders of the Securities or the Trustee shall, as
between the Company, its creditors other than the
holders of Senior Indebtedness, and the Holders of the
Securities, be deemed to be a payment by the Company
to or on account of Senior Indebtedness, it being
understood that the provisions of this Article are and
are intended solely for the purpose of defining the
relative rights of the Holders of the Securities, on
the one hand, and the holders of the Senior
Indebtedness, on the other hand, and nothing contained
in this Article or elsewhere in this Indenture or in
the Securities of any series is intended to or shall
impair, as between the Company, its creditors other
than the holders of Senior Indebtedness, and the
Holders of the Securities, the obligation of the
Company, which is unconditional and absolute, to pay
to the Holders of the Securities the principal of and
premium and interest, if any (including interest
accruing subsequent to the commencement of any
proceeding for the bankruptcy or reorganization of the
Company under any applicable bankruptcy, insolvency or
similar law now or hereafter in effect), on the
Securities as and when the same shall become due and
payable in accordance with their terms, or to affect
the relative rights of the Holders of the Securities
and creditors of the Company other than the holders of
the Senior Indebtedness, nor shall anything herein or
therein prevent the Trustee or the Holder of any
Security of any series from exercising all remedies
otherwise permitted by applicable law upon default
under this Indenture, subject to the rights, if any,
under this Article, of the holders of Senior
Indebtedness in respect of cash, property or
securities of the Company received upon the exercise
of any such remedy.

The Company shall give prompt written notice to
the Trustee of any dissolution, winding up,
liquidation or reorganization of the Company within
the meaning of this Article. The Trustee, subject to
the provisions of Section 601, shall be entitled to
assume that no such event has occurred and shall not
be charged with knowledge of the existence of any
facts which would prohibit the making of any payment
of moneys to or by the Trustee or the taking of any
other action by the Trustee, unless the Company or any
one or more holders of Senior Indebtedness of the
Company or any trustee therefor (who shall have been
certified or otherwise established to the satisfaction
of the Trustee to be such a holder or trustee) has
given written notice thereof to an officer in the
Corporate Trust Department of the Trustee at its
Corporate Trust Office.

Upon any distribution of assets or securities of
the Company referred to in this Article, the Trustee
and the Holders of the Securities shall be entitled to
rely upon any order or decree of a court of competent
jurisdiction in which such dissolution, winding up,
liquidation or reorganization proceedings are pending
for the purpose of ascertaining the persons entitled
to participate in such distribution, the holders of
the Senior Indebtedness and other indebtedness of the
Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon, and all
other facts pertinent thereto or to this Article, and
the Trustee, subject to the provisions of Article V
hereof, and the Holders of the Securities shall be
entitled to rely upon a certificate of the liquidating
trustee or agent or other person making any
distribution to the Trustee or to the Holders of the
Securities for the purpose of ascertaining the persons
entitled to participate in such distribution, the
holders of the Senior Indebtedness and other
indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent
thereto or to this Article. In the event that the
Trustee determines, in good faith, that further
evidence is required, with respect to the right of any
person as a holder of Senior Indebtedness, to
participate in any payment or distribution pursuant to
this Section 1402, the Trustee may request such person
to furnish evidence to the reasonable satisfaction of
the Trustee as to the amount of Senior Indebtedness
held by such person, as to the extent to which such
person is entitled to participation in such payment or
distribution, and as to other facts pertinent to the
rights of such person under this Section 1402, and if
such evidence is not furnished, the Trustee may defer
any payment to such person pending judicial
determination as to the right of such person to
receive such payment.

SECTION 1403. Priority of Senior Indebtedness upon
Maturity.

Upon the maturity of the principal of any Senior
Indebtedness by lapse of time, acceleration or
otherwise, all matured principal of Senior
Indebtedness and interest and premium thereon shall
first be paid in full before any payment of principal
or premium or interest, if any, is made upon the
Securities or before any Securities can be acquired by
the Company or any sinking fund payment is made with
respect to the Securities (except required sinking
fund payments may be reduced by Securities acquired
before such maturity of such Senior Indebtedness).

SECTION 1404. Obligation of Company to Pay Holders of
Securities Not Affected.

Nothing contained in this Article or elsewhere in
this Indenture, or in any of the Securities of any
series, shall affect the obligation of the Company to
make, or prevent the Company from making, payment of
principal of (including any sinking fund payment) or
premium or interest, if any, on the Securities, except
under the conditions described in Section 1402 hereof
or during the pendency of any dissolution, winding up,
liquidation or reorganization proceedings referred to
in Section 1402 or as provided in Section 1403 hereof.

SECTION 1405. Trustee as Holder of Senior
Indebtedness.

The Trustee shall be entitled to all rights set
forth in this Article with respect to any Senior
Indebtedness at any time held by it, to the same
extent as any holder of Senior Indebtedness. Nothing
in this Article shall apply to claims of, or payments
to, the Trustee under or pursuant to Article VI
hereof.

SECTION 1406. Notice to Trustee to Effectuate
Subordination.

Notwithstanding the provisions of this Article or
any other provision of the Indenture, the Trustee
shall not be charged with knowledge of the existence
of any facts which would prohibit the making of any
payment of moneys to or by the Trustee unless and
until an officer of the Trustee in its Corporate Trust
Department shall have received written notice thereof
at its Corporate Trust Office from the Company or from
a holder of any Senior Indebtedness or from any
representative or representatives of such holder and,
prior to the receipt of any such written notice, the
Trustee shall be entitled, subject to Section 601, in
all respects to assume that no such facts exist;
provided, that, if prior to the fifth Business Day
preceding the date upon which by the terms hereof any
such moneys may become payable for any purpose, or in
the event of the execution of an instrument pursuant
to Section 401 acknowledging satisfaction and
discharge of this Indenture, then if prior to the
second Business Day preceding the date of such
execution, the Trustee shall not have received with
respect to such moneys the notice provided for in this
Section, then, anything herein contained to the
contrary notwithstanding, the Trustee may, in its
discretion, receive such moneys and/or apply the same
to the purpose for which they were received, and shall
not be affected by any notice to the contrary, which
may be received by it on or after such date; provided,
however, no such application shall affect the
obligations under this Article of the persons
receiving such moneys from the Trustee.

SECTION 1407. Modification, Extension, etc. of Senior
Indebtedness.

The holders of Senior Indebtedness may, without
affecting in any manner the subordination of the
payment of the principal of and premium and interest,
if any, on the Securities, at any time or from time to
time and in their absolute discretion, change the
manner, place or terms of payment, change or extend
the time of payment of, or renew or alter, any Senior
Indebtedness, or amend or supplement any instrument
pursuant to which any Senior Indebtedness is issued,
or exercise or refrain from exercising any other of
their rights under the Senior Indebtedness including,
without limitation, the waiver of default thereunder,
all without notice to or assent from the Holders of
the Securities or the Trustee.

SECTION 1408. Trustee Has No Fiduciary Duty to
Holders of Senior Indebtedness.

With respect to the holders of Senior
Indebtedness, the Trustee undertakes to perform or to
observe only such of its covenants and objectives as
are specifically set forth in this Indenture, and no
implied covenants or obligations with respect to the
holders of Senior Indebtedness shall be read into this
Indenture against the Trustee. The Trustee shall not
be deemed to owe any fiduciary duty to the holders of
Senior Indebtedness, and shall not be liable to any
such holders if it shall mistakenly pay over or
deliver to the Holders of Securities or the Company or
any other person, money or assets to which any holders
of Senior Indebtedness shall be entitled by virtue of
this Article or otherwise.

SECTION 1409. Paying Agents Other Than the Trustee.

In case at any time any Paying Agent other than
the Trustee shall have been appointed by the Company
and be then acting hereunder, the term "Trustee" as
used in this Article shall in such case (unless the
context shall otherwise require) be construed as
extending to and including such Paying Agent within
its meaning as fully for all intents and purposes as
if such Paying Agent were named in this Article in
addition to or in place of the Trustee, provided,
however, that Sections 1405, 1406 and 1408 shall not
apply to the Company if it acts as Paying Agent.

SECTION 1410. Rights of Holders of Senior
Indebtedness Not Impaired.

No right of any present or future holder of
Senior Indebtedness to enforce the subordination
herein shall at any time or in any way be prejudiced
or impaired by any act or failure to act on the part
of the Company or by any noncompliance by the Company
with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any
such holder may have or be otherwise charged with.

SECTION 1411. All Indenture Provisions Subject to
Subordination Provisions

Notwithstanding anything contained herein to the
contrary, all the provisions of this Indenture shall
be subject to the provisions of this Article, so far
as the same may be applicable thereto.

* * *

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

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

Harsco Corporation

By:_______________
[Senior Vice President Finance]

[By:__________________________]
[Title]

Attest:

_____________________________
[Senior Vice President
and Secretary]

Chemical Bank

By:______________________
Name:
Title:

Attest:

______________________________
[Assistant Secretary]

<PAGE>

STATE OF )
) ss.:
COUNTY OF )

On the ____ day of _______, 199_, before me
personally came [________________], to me known, who,
being by me duly sworn, did depose and say that he is
_____________ of HARSCO CORPORATION, one of the
associations described in and which executed the
foregoing instrument; that he knows the seal of said
association; that the seal affixed to said instrument
is such corporate seal of the association; that it was
so affixed by authority of the Board of Directors of
said association, and that he signed his name thereto
by like authority.

______________________________
Notary Public

STATE OF )
) ss.:
COUNTY OF )

______________________________
Notary Public

STATE OF )
) ss.:
COUNTY OF )

On the ____ day of _______, 199_, before me
personally came [______________], to me known, who,
being by me duly sworn, did depose and say that he is
a ____________ of CHEMICAL BANK, the association
described in and which executed the foregoing
instrument; that he knows the seal of said
association; that the seal affixed to said instrument
is such corporate seal of the association; that it was
so affixed by authority of the Board of Directors of
said association, and that he signed her name thereto
by like authority.

______________________________
Notary Public

Exhibit 4(h)

[Form of Specimen Certificate
Representing Shares of Common Stock]

Number Shares

Common Common
Stock Stock

Incorporated Under the Laws
of the State of Delaware

[HARSCO CORPORATION LOGO]

CUSIP _________

See Reverse for
Certain Definitions

This certifies that _______________ is the owner
of _____ full-paid and non-assessable shares of the
par value of One Dollar and Twenty-Five Cents ($1.25)
each of the Common Stock of Harsco Corporation
transferable on the books of the Company by the holder
hereof, in person or by duly authorized attorney, upon
the surrender of this Certificate properly endorsed.

This Certificate is not valid unless
countersigned by the Transfer Agent and registered by
the Registrar.

Witness, the corporate seal of the Company and
the signatures of its duly authorized officers.

Dated: __________
_________________
[Chairman]

[corporate seal]

_________________
[Secretary]

Countersigned and Registered:

[Transfer Agent and Registrar]

By: __________________________
Authorized Signature

<PAGE>

[Form of Reverse of Specimen Certificate
Representing Shares of Common Stock]

HARSCO CORPORATION

The Company will furnish without charge to each
stockholder who so requests, the designations,
preferences and relative, participating, optional or
other special rights of each class of stock or series
thereof of the Company and the qualifications,
limitations or restrictions of such preferences and/or
rights. Such request may be made to the Secretary of
the Company.

The following abbreviations, when used in the
inscription on the face of this certificate, shall be
construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in
common

UNIF GIFT MIN ACT - ________ Custodian __________
(Cust) (Minor)
under Uniform Gifts to Minors Act ________
(State)

Additional abbreviations may also be used though not
in the above list.

For value received, __________ hereby sell, assign and
transfer
unto

Please Insert Social Security or Other
Identifying Number of Assignee

_________________________________________

__________________________________________________

(Please print or typewrite name and address,
including zip code, of Assignee)

__________________________________________________

____________________________________________shares

of the capital stock represented by the within
Certificate, and do hereby irrevocably constitute and
appoint _______________ Attorney to transfer the said
stock on the books of the within named Company with
full power of substitution in the premises.

Dated: __________

________________________________________
NOTICE: The signature to this Assignment must
correspond with the name as written
upon the face of the certificate in
every particular, without alteration or
enlargement or any change whatever.

This certificate also evidences and entitles
the holder hereof to certain Rights as set forth in
the Rights Agreement between Harsco Corporation (the
"Company") and The Chase Manhattan Bank, N.A. (the
"Rights Agent") dated as of September 29, 1987 (the
"Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which
is on file at the principal offices of the Company.
Under certain circumstances, as set forth in the
Rights Agreement, such Rights will be evidenced by
separate certificates and will no longer be evidenced
by this certificate. The Company will mail to the
holder of this certificate a copy of the Rights
Agreement, as in effect on the date of mailing,
without charge promptly after receipt of a written
request thereof. Under certain circumstances set
forth in the Rights Agreement, Rights issued to, or
held by, any Person who is, was or becomes an
Acquiring Person or any Affiliate or Associate thereof
(as such terms are defined in the Rights Agreement),
whether currently held by or on behalf of such Person
or by any subsequent holder, may become null and void.

Exhibit 4(i)

[Form of Specimen Certificate
Representing Shares of Preferred Stock]

Number Shares

Preferred Preferred
Stock Stock

Incorporated Under the Laws
of the State of Delaware

[HARSCO CORPORATION LOGO]

CUSIP __________

See Reverse for
Certain Definitions

This certifies that _______________ is the owner
of _____ fully-paid and non-assessable shares of
__________ [Preferred Stock], par value of One Dollar
and Twenty-Five Cents ($1.25) of Harsco Corporation
transferable on the books of the Company by the holder
hereof, in person or by duly authorized attorney, upon
surrender of this Certificate properly endorsed.

This Certificate is not valid until countersigned
by the Transfer Agent and registered by the Registrar.

Witness, the corporate seal of the Company and
the signatures of its duly authorized officers.

Dated: __________
______________________
[Chairman]

[corporate seal]

______________________
[Secretary]

Countersigned and Registered:

[Transfer Agent and Registrar]

By: _________________________
Authorized Signature

<PAGE>
[Form of Reverse of Specimen Certificate
Representing Shares of Preferred Stock]

HARSCO CORPORATION

The following abbreviations, when used in the
inscription on the face of this certificate, shall be
construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as tenants in
common

UNIF GIFT MIN ACT - __________ Custodian __________
(Cust) (Minor)
under Uniform Gifts to Minors Act ________
(State)

Additional abbreviations may also be used though not
in the above list.

For value received, __________ hereby sell, assign and
transfer unto

Please Insert Social Security or Other
Identifying Number of Assignee

_________________________________________

__________________________________________________

(Please print or typewrite name and address,
including zip code, of Assignee)

__________________________________________________

____________________________________________shares

of the preferred stock represented by the within
Certificate, and do hereby irrevocably constitute and
appoint _______________ Attorney to transfer the said
stock on the books of the within named Company with
full power of substitution in the premises.

Dated: __________

_________________________________________
NOTICE: The signature to this Assignment must
correspond with the name as written
upon the face of the certificate in
every particular, without alteration or
enlargement or any change whatever.

Exhibit 4(j)

[FORM OF FACE OF SUBORDINATED DEBT SECURITY]

[If the Security is to be a Book-Entry Debt Security,
insert-- This Security is a Book-Entry Debt 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 no transfer of this Security (other
than a transfer of this Security as a whole by the
Depository to a nominee of the Depository or by a
nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in
such limited circumstances.

Unless this Certificate is presented by an authorized
representative of The Depository Trust Company (55
Water Street, New York, New York) to the issuer or its
agent for registration of transfer, exchange or
payment, and any certificate issued is registered in
the name of Cede & Co. or such other name as requested
by an authorized representative of The Depository
Trust Company and any payment hereon is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
since the registered owner hereof, Cede & Co., has an
interest herein.]

[IF THE SECURITY IS AN ORIGINAL ISSUE DISCOUNT
SECURITY, INSERT ANY LEGEND REQUIRED BY THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED, AND THE REGULATIONS
THEREUNDER.]

HARSCO CORPORATION

[Insert Designation of Securities and Series]

No. _____ $__________
CUSIP No. __________

Harsco Corporation, a corporation duly organized
and existing under the laws of the State of Delaware
(herein called the "Company", which term includes any
successor corporation under the Indenture hereinafter
referred to), for value received, hereby promises to
pay to ____________________________, or registered
assigns, the principal sum of _______________ 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 amount of interest payable on any
Interest Payment Date shall be computed on the basis
of a 360-day year of twelve 30-day months.] The
interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on
the Regular Record Date for such interest, which shall
be the ___________ or ___________ (whether or not a
Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on
a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of
this series not less than 10 days prior to such
Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the
requirements of any securities exchange on which the
Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as
more fully provided in said Indenture].

[If the 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
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 ____________,
in [insert the currency or currencies of payment, if
payable in U.S. currency, insert-- such coin or
currency of the United States of America as at the
time of payment is legal tender for payment of public
and private debts] [if applicable, insert--; provided,
however, that at the option of the Company payment of
interest may be made by check mailed to the address of
the Person entitled thereto as such address shall
appear in the Security Register].

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

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

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

Dated:

HARSCO CORPORATION

By:_____________________

[CORPORATE SEAL]

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

CHEMICAL BANK,
as Trustee

By:_____________________
Authorized Officer

<PAGE>

[FORM OF REVERSE OF SUBORDINATE DEBT 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 Chemical Bank, 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, the holders of
Senior Indebtedness 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 the Security is to be convertible, insert--
Subject to and upon compliance with the provisions of
the Indenture, the Holder of this Security is
entitled, at his option, at any time [on or after the
opening of business on _____________, 19__ and] on or
before the close of business on ______________, or in
case this Security or a portion hereof is called for
redemption, then in respect of this Security or such
portion hereof until and including, but (unless the
Company defaults in making the payment due upon
redemption) not after, the close of business on the
Redemption Date, to convert this Security (or any
portion of the principal amount hereof which is $1,000
or an integral multiple thereof), at the principal
amount hereof, or of such portion, into fully paid and
non-assessable shares (calculated as to each
conversion to the nearest 1/100 of a share) of Common
Stock of the Company at [a conversion price equal to
$____________ aggregate principal amount of Securities
for each share of Common Stock -- the rate of
__________ shares of Common Stock for each $1,000
principal amount of Securities] (or at the current
adjusted conversion [price -- rate] if an adjustment
has been made as provided in the Indenture) by
surrender of this Security, duly endorsed or assigned
to the Company or in blank, to the Company at its
office or agency in ________________, accompanied by
written notice to the Company that the Holder hereof
elects to convert this Security, or if less than the
entire principal amount hereof is to be converted, the
portion hereof to be converted, and, in case such
surrender shall be made during the period from the
close of business on any Regular Record Date next
preceding any Interest Payment Date to the opening of
business on such Interest Payment Date (unless this
Security or the portion thereof being converted has
been called for redemption on a Redemption Date within
such period), also accompanied by payment in New York
Clearing House or other funds acceptable to the
Company of an amount equal to the interest payable on
such Interest Payment Date on the principal amount of
this Security then being converted. Subject to the
aforesaid requirement for payment and, in the case of
a conversion after the Regular Record Date next
preceding any Interest Payment Date and on or before
such Interest Payment Date, to the right of the Holder
of this Security (or any Predecessor Security) of
record at such Regular Record Date to receive an
installment of interest (with certain exceptions
provided in the Indenture), no payment or adjustment
is to be made on conversion for interest accrued
hereon or for dividends on the Common Stock issued on
conversion. No fractions of shares or scrip
representing fractions of shares will be issued on
conversion, but instead of any fractional interest the
Company shall pay a cash adjustment as provided in the
Indenture. The conversion [price -- rate] is subject
to adjustment as provided in the Indenture. In
addition, the Indenture provides that in case of
certain consolidations or mergers to which the Company
is a party or the transfer of substantially all of the
assets of the Company, the Indenture shall be amended,
without the consent of any Holders of Securities, so
that this Security, if then outstanding, will be
convertible thereafter, during the period this
Security shall be convertible as specified above, only
into the kind and amount of securities, cash and other
property receivable upon the consolidation, merger or
transfer by a holder of the number of shares of Common
Stock into which this Security might have been
converted immediately prior to such consolidation,
merger or transfer (assuming such holder of Common
Stock failed to exercise any rights of election and
received per share the kind and amount received per
share by a plurality of non-electing shares) [,
assuming, if such consolidation, merger or transfer is
prior to _____________, that this Security were
convertible at the time of such consolidation, merger
or transfer at the initial conversion [price -- rate]
specified above as adjusted from __________ to such
time pursuant to the Indenture].]

The indebtedness evidenced by this Security is to
the extent provided in the Indenture, subordinate and
subject in right of payment to the prior payment in
full of all Senior Indebtedness, and this Security is
issued subject to the provisions of the Indenture with
respect thereto. Each Holder of this Security, by
accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the
Trustee on his behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate
the subordination so provided and (c) appoints the
Trustee his attorney-in-fact for any and all such
purposes. Each Holder hereof, by his acceptance
hereof, hereby waives all notice of the acceptance of
the subordination provisions contained herein and in
the Indenture by each holder of Senior Indebtedness,
whether now outstanding or hereafter incurred, and
waives reliance by each such holder upon said
provisions.

[If applicable, insert-- The Securities of this
series are not redeemable in whole or in part at any
time prior to maturity.]

[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
_____________], 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,

<TABLE>
<CAPTION>
Redemption Redemption
Year Price Year Price

</TABLE>

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

[If applicable, insert-- The Securities of this
series are subject to redemption upon not less than 30
days' notice by mail, (1) on __________ in any year
commencing with the year __________ and ending with
the year __________ through operation of the sinking
fund (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,

<TABLE>

Redemption Price
For Redemption Redemption Price For
Through Operation Redemption Otherwise
of the Than Through Operation

Year Sinking Fund of the Sinking Fund

</TABLE>

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 [or conversion] of
this Security in part only, a new Security or
Securities of this series for the unredeemed [or
unconverted] 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 (a) the entire indebtedness of this
Security and (b) certain restrictive covenants, in
each case upon compliance by the Company with certain
conditions set forth therein, which provisions apply
to this Security.]

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 at least 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 premium and interest, if any, on this Security at
the times, place and rate, and in the coin or
currency, herein prescribed [if applicable, insert--
or to convert this Security as provided in the
Indenture].

As provided in the Indenture and subject to
certain limitations [herein and] therein set forth,
the transfer of this Security is registrable in the
Security Register, upon surrender of this Security for
registration of transfer at the office or agency of
the Company in any place where the principal of and
premium and interest, if any, 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, of authorized denominations and for the
same aggregate principal amount, will be issued to the
designated transferee or transferees.

[The Securities of this series are issuable only
in registered form without coupons in denominations of
$_________ and any integral multiple thereof.] [This
global Book-Entry Security is exchangeable for
Securities in definitive form only under certain
limited circumstances set forth in the Indenture.
Securities of this series so issued 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 [herein and] therein set forth, Securities
of this series [so issued] are exchangeable for a like
aggregate principal amount of Securities of this
series of a different authorized denomination, as
requested by the Holder surrendering the same.

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

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

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

______________________________

ABBREVIATIONS

The following abbreviations, when used in the
inscription on the face of the within Security, shall
be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM UNIF GIFT MIN ACT - Custodian
- as tenants Custodian
in common (Cust) (Minor)
TEN ENT
- as tenants
by the entireties
JT TEN
- as joint tenants under Uniform Gifts to
with right of Minors Act
survivorship and
not as tenants
in common (State)

Additional abbreviations may also be used though not
in the above list.
__________

FOR VALUE RECEIVED, the undersigned hereby sells,
assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________

______________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
ZIP CODE, OF ASSIGNEE)

______________________________________________________
______________________________________________________
______________________________________________________
the within Security of HARSCO CORPORATION and hereby
does irrevocably constitute and appoint
______________________________________________________

Attorney to transfer the said Security on the books of
the within-named Corporation, with full power of
substitution in the premises.

Dated:________________________________________________

Signature Guaranteed
by:____________________________________

CONVERSION NOTICE

The undersigned hereby irrevocably exercises the
option to convert the within Security, or portion
thereof below designated, into shares of Common Stock
of Harsco Corporation in accordance with the terms of
the Indenture referred to in such Security and directs
that the shares issuable and deliverable upon the
conversion, together with any check in payment for
fractional shares and any Security representing any
unconverted principal amount thereof, be issued and
delivered to the undersigned unless a name of a person
has been indicated below. If shares are to be issued
in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable
with respect thereto. Any amount required to be paid
by the undersigned on account of interest accompanies
such Security.

Date: ___________________ _______________________
Signature

Fill in for registration Principal Amount to
of shares: be converted
(in an integral
multiple of $1,000,
_____________________ if less than all):
_____________________
_____________________
_____________________ $______________________

_____________________ _______________________
Please print name Social Security
or other Taxpayer
Identification Number
_____________________
Please print address
(including zip code)

Exhibit 5

[Letterhead of Mudge Rose Guthrie Alexander & Ferdon]

December 14, 1994

Harsco Corporation
350 Poplar Church Road
P.O. Box 8888
Camp Hill, Pennsylvania 17001-8888

Registration Statement on Form S-3
----------------------------------

Ladies and Gentlemen:

We are acting as special counsel to Harsco
Corporation (the "Company") in connection with (i) the
proposed issue and sale by the Company of up to
$200,000,000 principal amount of (a) senior or
subordinated debt securities of the Company (the "Debt
Securities"), which, in the case of subordinated Debt
Securities, may be convertible into the Company's
Common Stock, $1.25 par value, (b) shares of the
Company's preferred stock, $1.25 par value (the
"Preferred Stock"), and (c) shares of the Company's
Common Stock, $1.25 par value (the "Common Stock", and
together with the Debt Securities and the Preferred
Stock, the "Securities"), and (ii) the registration
under the Securities Act of 1933, as amended (the
"Act") of 300,297 shares of Common Stock of the
Company (the "Shares") held by certain shareholders of
the Company, all as described in the Company's
Registration Statement on Form S-3 filed by the
Company with the Securities and Exchange Commission
under the Act, on the date hereof (the "Registration
Statement").

As such counsel we have:

(a) reviewed the actions heretofore taken
by the Company in contemplation of the creation,
issuance and sale of the Securities, the issuance and
sale of the Shares and related matters; and

(b) made such examinations of law and
examined originals or copies, certified or otherwise
authenticated to our satisfaction of all such other
corporate records, instruments, certificates of public
officials or bodies, certificates of officers and
representatives of the Company, and such other
documents, and discussed with officers and
representatives of the Company such questions of fact,
as we have deemed necessary in order to render the
opinions hereinafter expressed.

Based upon the foregoing, we are pleased to
advise you that in our opinion:

1. The Company has been duly incorporated
and is a validly existing corporation under the laws
of the State of Delaware.

2. When (i) the Registration Statement has
become effective under the Act, and the Indenture
dated as of May 1, 1985, between the Company and The
Chase Manhattan Bank (National Association), as
amended by the First Supplemental Indenture to be
entered into by the Company and Chemical Bank, as
successor trustee (the "Senior Trustee"), with respect
to the senior Debt Securities (the "Senior
Indenture"), and the Indenture to be entered into by
the Company and Chemical Bank, as trustee (the
"Subordinated Trustee"), with respect to the
subordinated Debt Securities (the "Subordinated
Indenture," and together with the Senior Indenture,
the "Indentures"), have been qualified under the Trust
Indenture Act of 1939, as amended, (ii) with respect
to the senior Debt Securities, the First Supplemental
Indenture has been duly executed and delivered by the
Company and the Senior Trustee, and with respect to
the subordinated Debt Securities, the Subordinated
Indenture has been duly executed and delivered by the
Company and the Subordinated Trustee, (iii) the Debt
Securities have been duly created, issued, and
authenticated in accordance with all necessary
corporate authorizations and the terms of the
applicable Indenture, and (iv) the Debt Securities
have been delivered and paid for as contemplated by
the Registration Statement and any prospectus
supplement relating thereto and in accordance with the
applicable Indenture, the Debt Securities will be
legally issued by the Company and will be valid and
binding obligations of the Company, subject, as to
enforcement, to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and other laws of
general applicability relating to or affecting
creditors' rights and to general equity principles.

3. When (i) the Registration Statement has
become effective under the Act, (ii) the terms of the
Preferred Stock and of its issuance and sale have been
duly established in conformity with the Company's
Restated Certificate of Incorporation, as amended, so
as not to violate any applicable law or result in a
default under or breach of any agreement or instrument
binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or
governmental body having jurisdiction over the
Company, (iii) a Certificate of Designation fixing and
determining the terms of the Preferred Stock in the
form to be filed as an exhibit to the Registration
Statement is filed with the Secretary of State of the
State of Delaware, and (iv) the Preferred Stock has
been duly issued and sold as contemplated by the
Registration Statement and any prospectus supplement
thereto, against payment of the consideration fixed
therefor by the Board of Directors of the Company or a
duly authorized committee thereof, the Preferred Stock
will be validly issued, fully paid, and nonassessable.

4. When (i) the Registration Statement has
become effective under the Act, (ii) the terms of the
issuance and sale of the Common Stock have been duly
established in conformity with the Company's Restated
Certificate of Incorporation, as amended, so as not to
violate any applicable law or result in a default
under any agreement or instrument binding upon the
Company and so as to comply with any requirement or
restriction imposed by any court of governmental body
having jurisdiction over the Company, and (iii) the
Common Stock has been duly issued and sold as
contemplated by the Registration Statement and any
prospectus supplement relating thereto, against
payment of the consideration fixed therefor by the
Board of Directors or a duly authorized committee
thereof, the Common Stock (including any shares of
Common Stock duly issued upon the conversion of
Preferred Stock or subordinated Debt Securities) will
be validly issued, fully paid, and nonassessable.

5. The Shares have been duly authorized
and are validly issued, fully paid and non-assessable.

In connection with the opinion set forth in
paragraph 5 above we have assumed that the Shares when
originally issued were issued for value. We hereby
consent to the filing of this opinion as Exhibit 5 to
the Registration Statement and to the reference to
this firm under the heading "Legal Opinion" in the
Prospectus forming a part of said Registration
Statement. In giving such consent, we do not admit
that we are in the category of persons whose consent
is required under Section 7 of the Act.

Very truly yours,

/s/ Mudge Rose Guthrie
Alexander & Ferdon

Exhibit 23(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in
this Registration Statement on Form S-3 of our reports
dated February 1, 1994, except as to the first and
third paragraphs of Note 10, for which the dates of
February 25, 1994 and March 4, 1994, respectively, on
our audits of the consolidated financial statements
and consolidated financial statement schedules of
Harsco Corporation and subsidiary companies as of
December 31, 1993 and 1992 and for each of the three
years in the period ended December 31, 1993. Our
reports, which include explanatory paragraphs
regarding (i) the Company's involvement in various
disputes regarding Federal Excise Tax and other
contract matters primarily relating to the five-ton
truck contract and the ultimate outcome of the
Company's claims against the Government relating to
certain other contracts and (ii) changes in the
Company's method of accounting for income taxes and
postretirement benefits other than pensions, appear on
page 56 of the Company's Annual Report to Shareholders
and under Item 14(a) 2 on page 28 of the Company's
Report on Form 10-K.

We also consent to the reference to our Firm under the
caption "Experts".

COOPERS & LYBRAND L.L.P.

Philadelphia, Pennsylvania
December 14, 1994

Exhibit 25(a)
_____________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________

CHEMICAL BANK
(Exact name of trustee as specified in its charter)

New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)

William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number
of agent for service)
_____________________________________________
HARSCO CORPORATION
(Exact name of obligor as specified in its charter)

Delaware 23-1483991
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

P.O. Box 8888
Camp Hill, Pennsylvania 17001-8888
(Address of principal executive offices) (Zip Code)

___________________________________________
Debt Securities
(Title of the indenture securities)
___________________________________________

GENERAL

Item 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. New
York State Banking Department, State House, Albany,
New York 12110.

Board of Governors of the Federal Reserve System,
Washington, D.C., 20551 and Federal Reserve Bank of
New York, District No. 2, 33 Liberty Street, New York,
N.Y.

Federal Deposit Insurance Corporation,
Washington, D.C., 20429.

(b) Whether it is authorized to exercise
corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee,
describe each such affiliation.

None.

Item 16. List of Exhibits

List below all exhibits filed as a part of this
Statement of Eligibility.

1. A copy of the Articles of Association of the
Trustee as now in effect, including the Organization
Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980,
September 9, 1982, February 28, 1985 and December 2,
1991 (see Exhibit 1 to Form T-1 filed in connection
with Registration Statement No. 33-50010, which is
incorporated by reference).

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 Registration Statement No.
33-50010, which is incorporated by reference).

3. None, authorization to exercise corporate
trust powers being contained in the documents
identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee
(see Exhibit 4 to Form T-1 filed in connection with
Registration Statement No. 33-84460, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by
Section 321(b) of the Act (see Exhibit 6 to Form T-1
filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).

7. A copy of the latest report of condition of
the Trustee, published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

Pursuant to the requirements of the Trust
Indenture Act of 1939 the Trustee, Chemical Bank, a
corporation organized and existing under the laws of
the State of New York, has duly caused this statement
of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the
City of New York and State of New York, on the 14th
day of December, 1994.

CHEMICAL BANK

By /s/ J. Generale
_____________________________________
J. Generale
Vice President

<PAGE>

Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business September 30, 1994,
published in accordance with a call made by the
Federal Reserve Bank of this District pursuant
to the provisions of the Federal Reserve Act.

Dollar Amounts
ASSETS in Millions
<S> <C>
Cash and balances due
from depository institutions:
Noninterest-bearing balances
and currency and coin . . . . . . . . . . $ 5,913
Interest-bearing balances . . . . . . . . . . 5,078
Securities: . . . . . . . . . . . . . . . . . .
Held to maturity securities . . . . . . . . . . 6,544
Available for sale securities . . . . . . . . . 14,264
Federal Funds sold and securities
purchased under agreements
to resell in domestic offices
of the bank and of its Edge
and Agreement subsidiaries,
and in IBF's:
Federal funds sold . . . . . . . . . . . . . 1,811
Securities purchased under
agreements to resell . . . . . . . . . . . . . . 20
Loans and lease financing receivables:
Loans and leases,
net of unearned income $63,160
Less: Allowance for
loan and lease losses 2,015
Less: Allocated
transfer risk reserve 113
-------
Loans and leases,
net of unearned income,
allowance, and reserve . . . . . . . . . . . 61,032
Assets held in trading accounts . . . . . . . . 25,972
Premises and fixed assets
(including capitalized leases) . . . . . . . 1,394
Other real estate owned . . . . . . . . . . . . . 496
Investments in unconsolidated
subsidiaries and associated companies . . . . . 141
Customer's liability to this
bank on acceptance outstanding . . . . . . . 1,167
Intangible assets . . . . . . . . . . . . . . . . 555
Other assets . . . . . . . . . . . . . . . . . 5,812

---------
TOTAL ASSETS . . . . . . . . . . . . . . . . $130,199
</TABLE> =========

<TABLE>
<CAPTION>
LIABILITIES

<S> <C>
Deposits
In domestic offices . . . . . . . . . . . . $45,811
Noninterest-bearing . . $15,174
Interest-bearing . . . 30,637
_______
In foreign offices,
Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . 28,701
Noninterest-bearing $ 154
Interest-bearing 28,547
_______

Federal funds purchased and
securities sold under
agreements to repurchase
in domestic offices of the
bank and of its Edge and
Agreement subsidiaries, and
in IBF's
Federal funds purchased . . . . . . . . . . . 10,457
Securities sold under
agreements to repurchase . . . . . . . . . . 1,187
Demand notes issued to the U.S. Treasury . . . 1,538
Trading liabilities . . . . . . . . . . . . . . 17,298
Other Borrowed money:
With original maturity
of one year or less . . . . . . . . . . . . 6,647
With original maturity
of more than one year . . . . . . . . . . . 1,035
Mortgage indebtedness and obligations
under capitalized leases . . . . . . . . . . . . 24
Bank's liability on acceptances executed
and outstanding . . . . . . . . . . . . . . . 1,175
Subordinated notes and debentures . . . . . . . 3,500
Other liabilities . . . . . . . . . . . . . . . 5,332

TOTAL LIABILITIES . . . . . . . . . . . . . . 122,705
</TABLE> _________

<TABLE>
<CAPTION>
EQUITY CAPITAL
<S> <C>
Common stock . . . . . . . . . . . . . . . . . . 620
Surplus . . . . . . . . . . . . . . . . . . . . 4,501
Undivided profits and capital reserves . . . . 2,665
Net unrealized holding gains (Losses) on
available-for-sale securities . . . . . . . . . (290)
Cumulative foreign currency
translation adjustments . . . . . . . . . . . . (2)

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . 7,494
______

TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . $130,199
=========
</TABLE>

I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report
of Condition is true and correct to the best of my
knowledge and belief.

JOSEPH L. SCLAFANI

We, the undersigned directors, attest to the
correctness of this statement of resources and
liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has
been prepared in conformance with the instructions and
is true and correct.

WALTER V. SHIPLEY )
EDWARD D. MILLER ) DIRECTORS
WILLIAM B. HARRISON )

Exhibit 25(b)
_____________________________________________________

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________

FORM T-1

CHEMICAL BANK
(Exact name of trustee as specified in its charter)

New York 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)

270 Park Avenue
New York, New York 10017
(Address of principal executive offices) (Zip Code)

Delaware 23-1483991
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)

P.O. Box 8888
Camp Hill, Pennsylvania 17001-8888
(Address of principal executive offices) (Zip Code)

___________________________________________
Subordinated Debt Securities
(Title of the indenture securities)
___________________________________________

GENERAL

Item 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. New
York State Banking Department, State House, Albany,
New York 12110.

Board of Governors of the Federal Reserve System,
Washington, D.C., 20551 and Federal Reserve Bank of
New York, District No. 2, 33 Liberty Street, New York,
N.Y.

Federal Deposit Insurance Corporation,
Washington, D.C., 20429.

(b) Whether it is authorized to exercise
corporate trust powers.

Yes.

Item 2. Affiliations with the Obligor.

If the obligor is an affiliate of the trustee,
describe each such affiliation.

None.

Item 16. List of Exhibits

List below all exhibits filed as a part of this
Statement of Eligibility.

3. None, authorization to exercise corporate
trust powers being contained in the documents
identified above as Exhibits 1 and 2.

4. A copy of the existing By-Laws of the Trustee
(see Exhibit 4 to Form T-1 filed in connection with
Registration Statement No. 33-84460, which is
incorporated by reference).

5. Not applicable.

6. The consent of the Trustee required by
Section 321(b) of the Act (see Exhibit 6 to Form T-1
filed in connection with Registration Statement No.
33-50010, which is incorporated by reference).

7. A copy of the latest report of condition of
the Trustee, published pursuant to law or the
requirements of its supervising or examining
authority.

8. Not applicable.

9. Not applicable.

SIGNATURE

CHEMICAL BANK

By /s/ J. Generale
_____________________________________
J. Generale
Vice President

<PAGE>
Exhibit 7 to Form T-1

Bank Call Notice

RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF

Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,

at the close of business September 30, 1994,
published in accordance with a call made by the
Federal Reserve Bank of this District pursuant
to the provisions of the Federal Reserve Act.

---------
TOTAL ASSETS . . . . . . . . . . . . . . . . $130,199
</TABLE> =========

<TABLE>
<CAPTION>
LIABILITIES

<S> <C>
Deposits
In domestic offices . . . . . . . . . . . . $45,811
Noninterest-bearing $15,174
Interest-bearing 30,637
_______
In foreign offices,
Edge and Agreement subsidiaries,
and IBF's . . . . . . . . . . . . . . . . . . 28,701
Noninterest-bearing $ 154
Interest-bearing 28,547
_______

TOTAL LIABILITIES . . . . . . . . . . . . . . 122,705
</TABLE> _________

TOTAL EQUITY CAPITAL . . . . . . . . . . . . . 7,494

______
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL . . . . . . . . . $130,199
=========
</TABLE>

I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report
of Condition is true and correct to the best of my
knowledge and belief.

JOSEPH L. SCLAFANI

WALTER V. SHIPLEY )
EDWARD D. MILLER ) DIRECTORS
WILLIAM B. HARRISON )