MASCOTECH INC, S-3, 1994-10-06

MASCOTECH INC
S-3, 1994-10-06
MOTOR VEHICLE PARTS & ACCESSORIES

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 6, 1994
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

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

MASCOTECH, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 38-2513957
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NO.)

21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
(313) 274-7405
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
JOHN R. LEEKLEY
GENERAL COUNSEL
MASCOTECH, INC.
21001 VAN BORN ROAD
TAYLOR, MICHIGAN 48180
(313) 274-7405
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------

THE COMMISSION IS REQUESTED TO MAIL COPIES OF ALL ORDERS, NOTICES AND
COMMUNICATIONS TO:
JOHN M. BRANDOW
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
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/
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH AMOUNT AMOUNT OF
CLASS OF SECURITIES TO BE REGISTRATION
TO BE REGISTERED REGISTERED FEE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Debt Securities(1).............................................
Preferred Stock (par value $1 per share)(1).................... $561,000,000 $112,200
Depositary Shares representing Preferred Stock.................
Common Stock (par value $1 per share)..........................
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</TABLE>

(1) In addition, the Registrant is registering Common Stock that may be
issued from time to time upon conversion of convertible Debt Securities or
convertible Preferred Stock. Because this additional Common Stock is issuable
only upon the conversion of convertible Debt Securities or convertible Preferred
Stock, no registration fee is required with respect to such Common Stock
pursuant to the provisions of Rule 457(i).

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

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

PURSUANT TO RULE 429, THE PROSPECTUSES CONTAINED IN THIS REGISTRATION
STATEMENT INCLUDE THE INFORMATION WHICH WOULD CURRENTLY BE REQUIRED IN
PROSPECTUSES RELATING TO SECURITIES COVERED BY REGISTRATION STATEMENT NO.
33-59222 AND THEREFORE THE PROSPECTUSES CONTAINED HEREIN WILL BE USED IN
CONNECTION WITH THIS REGISTRATION STATEMENT AND REGISTRATION STATEMENT NO.
33-59222.
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<PAGE> 2

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 JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.

SUBJECT TO COMPLETION DATED , 1994

PROSPECTUS

MASCOTECH, INC.

DEBT SECURITIES

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

MascoTech, Inc. (the "Company") may from time to time offer senior debt
securities consisting of debentures, notes or other unsecured evidences of
indebtedness ("Securities"). The Securities may be offered as separate series in
amounts, at prices and on terms to be determined at the time of sale and to be
set forth in supplements to this Prospectus. The Company may sell Securities to
or through underwriters or dealers, directly to other purchasers or through
agents. See "Plan of Distribution".

The terms of the Securities, including, where applicable, the specific
designation, aggregate principal amount, denominations, maturity, rate (which
may be fixed or variable) and time of payment of interest, if any, terms for
redemption at the option of the Company or the holder, terms for sinking or
purchase fund payments, public offering price, names of any underwriters or
agents, principal amounts to be purchased by underwriters and compensation of
such underwriters or agents and other terms in connection with the offering and
sale of the Securities in respect of which this Prospectus is being delivered,
are set forth in the accompanying Prospectus Supplement ("Prospectus
Supplement").

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

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

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

, 1994
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NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING DESCRIBED HEREIN.

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

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Reports, proxy statements and other information filed by the
Company can be inspected and copied at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
D.C., and at the following Regional Offices of the Commission: New York Regional
Office, 7 World Trade Center, Suite 1300, New York, New York 10048; and Chicago
Regional Office, Northwest Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can also be obtained from the
Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. Reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, on which
certain of the Company's securities are listed.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed by the Company with the
Commission and are incorporated herein by reference:

(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1993;

(b) Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 1994 and June 30, 1994;

(c) Proxy Statement dated April 18, 1994, in connection with the
Company's Annual Meeting of Stockholders held on May 17, 1994; and

(d) Current Report on Form 8-K dated January 11, 1994.

All reports and documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 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 statements contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.

The Company undertakes to provide without charge to each person to whom a
copy of this Prospectus has been delivered, upon the written or oral request of
any such person, a copy of any or all of the documents referred to above which
have been or may be incorporated in this Prospectus by reference, other than any
exhibits to such documents. Requests for such copies should be directed to
Kenneth J. Zak, Manager of Investor Relations, MascoTech, Inc., 21001 Van Born
Road, Taylor, Michigan 48180 (telephone (313) 274-7405).

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<PAGE> 4

THE COMPANY

MascoTech, Inc. and its consolidated subsidiaries manufacture products
principally for the original equipment and aftermarket transportation markets.
Transportation-related products are manufactured utilizing a variety of
metalworking and other process technologies. Although published industry
statistics are generally not available, the Company believes that it is a
leading independent producer of many of the industrial component parts that it
produces using cold, warm or hot forming processes. In addition to its
manufacturing activities, the Company provides design and engineering services
primarily for the automotive, heavy truck and aerospace industries. The Company
also manufactures architectural and other specialty industrial products.

The Company's executive offices are located at 21001 Van Born Road, Taylor,
Michigan 48180, and the telephone number is (313) 274-7405. Except as the
context otherwise indicates, the terms "MascoTech" or the "Company" refer to
MascoTech, Inc. and its consolidated subsidiaries.

USE OF PROCEEDS

The Company expects to apply substantially all of the net proceeds from
sales of Securities by the Company to its general funds to be used for general
corporate purposes, including working capital, repayment of debt and
expenditures for development of activities in which it is now engaged or
investment in and development of activities in which it is not currently
engaged. In this regard, the Company maintains an active acquisition effort and
is frequently engaged in discussions with respect to acquisition opportunities.
Proceeds from sales of Securities by the Company could be applied directly or
indirectly to such acquisitions. Funds not required immediately for any of the
foregoing purposes may be invested in marketable securities. The Company intends
to use the proceeds from the offering described in the Prospectus Supplement as
set forth in the Prospectus Supplement under the caption "Use of Proceeds".

DESCRIPTION OF SECURITIES

The Securities offered hereby will be issued under an Indenture dated as of
(hereinafter referred to as the "Indenture") between the
Company and The First National Bank of Chicago, as Trustee (hereinafter referred
to as the "Trustee"). The following statements are subject to the detailed
provisions of the Indenture, a copy of which is filed as an exhibit to the
registration statement covering the Securities. Whenever references are made to
particular provisions of the Indenture, such provisions are incorporated by
reference as part of the statements made and such statements are qualified in
their entirety by such references. Certain defined terms are capitalized.
References in italics are to the Indenture. As used in the Indenture, the term
"Company" means MascoTech, Inc. without reference to its consolidated
subsidiaries.

GENERAL

The Indenture does not limit the amount of Securities which may be issued
thereunder. The Prospectus Supplement sets forth the following terms, where
applicable, of the Securities in respect of which this Prospectus is delivered:
(1) the title of such Securities; (2) any limit upon the aggregate principal
amount of such Securities; (3) the date or dates on which the principal of and
premium, if any, on such Securities are payable; (4) the rate or rates at which
such Securities shall bear interest, if any, or the method by which such
interest may be determined, the date or dates from which such interest shall
accrue, the interest payment dates on which such interest shall be payable and
the record dates for the determination of holders to whom interest is payable;
(5) the place or places where the principal of, and premium, if any, and any
interest on such Securities shall be payable; (6) the price or prices at which,
the period or periods within which and the terms and conditions upon which such
Securities may be redeemed, in whole or in part, at the option of the Company
pursuant to any sinking fund or otherwise; (7) the obligation, if any, of the
Company to redeem, purchase or repay such Securities pursuant to any sinking
fund or analogous provisions or at the option of a holder thereof and the price
or prices at which the period or periods within which and the terms and
conditions upon which such Securities shall be redeemed, purchased or repaid, in
whole or in part, pursuant to such obligation; (8) the right, if any, of the
Company to discharge or limit the Indenture with respect to such Securities
prior to maturity; (9) if other than denominations of $1,000 and any multiple
thereof, the denominations in which such Securities shall be issuable; (10) if
other than the principal amount thereof, the

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portion of the principal amount of such Securities which shall be payable upon
declaration of acceleration of the maturity thereof or which shall be provable
in bankruptcy; (11) any additional Events of Default; (12) any trustees,
authenticating or paying agents, transfer agents or registrars with respect to
such Securities; (13) if other than the coin or currency in which such
Securities are denominated, the coin or currency, including composite
currencies, in which payments on such Securities will be made; (14) if payments
on such Securities may be made, at the option of the Company or a holder of such
Securities, in a coin or currency other than that in which such Securities are
denominated, the period or periods within which, and the terms and conditions
upon which, such election may be made; (15) if payment of principal of or
interest on such Securities will be determined with reference to an index, the
manner in which such determination shall be made; (16) whether and under what
circumstances the Company will pay additional amounts on such Securities held by
a person who is not a U.S. person and, if so, whether the Company will have the
option to redeem such Securities rather than pay such additional amounts; (17)
if such Securities shall be issued in whole or in part in the form of one or
more Registered Global Securities (as described below), and, in such case, the
depositary for such Registered Global Security or Securities; (18) if such
Securities are to be issued in definitive form only upon receipt of certain
documents or satisfaction of other conditions, the form and terms of such
documents or conditions; and (19) such other terms of such Securities as are not
inconsistent with the provisions of the Indenture. (Section 2.03)

The Securities offered hereby will be issued only in fully registered form
without coupons and, unless otherwise specified in the Prospectus Supplement, in
denominations of $1,000 and any multiple thereof. No service charge will be made
for any transfer or exchange of the Securities, but the Company or the Trustee
may require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. (Sections 2.05 and 2.07) Principal,
premium, if any, and interest, if any, will be payable and the Securities
offered hereby (other than Registered Global Securities as described below) will
be transferable at the corporate trust office or agency of the Trustee in New
York, New York, provided that payment of interest, if any, may be made at the
option of the Company by check mailed to the address of the person entitled
thereto as it appears in the registry books of the Company. (Sections 3.01 and
3.02)

Some of the Securities may be issued as discounted Securities (bearing no
interest or interest at a rate which at the time of issuance is below market
rates) to be sold at a substantial discount below their stated principal amount.
Federal income tax consequences and other special considerations applicable to
any such discounted Securities are described in the Prospectus Supplement with
respect to any such Securities.

Except as may be set forth in the Prospectus Supplement, the Indenture does
not contain any covenants or provisions which afford holders of Securities
protection in the event of a highly leveraged transaction.

GLOBAL SECURITIES

The registered Securities of a series may be issued in the form of one or
more fully registered global Securities (a "Registered Global Security") that
will be deposited with a depositary (a "Depositary") or with a nominee for a
Depositary identified in the Prospectus Supplement relating to such series and
registered in the name of the Depositary or a nominee thereof. In such case, one
or more Registered Global Securities will be issued in a denomination or
aggregate denominations equal to the portion of the aggregate principal amount
of outstanding registered Securities of the series to be represented by such
Registered Global Security or Registered Global Securities. Unless and until it
is exchanged in whole or in part for Securities in definitive registered form, a
Registered Global Security may not be transferred except as a whole by the
Depositary for such Registered Global Security to a nominee of such Depositary
or by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor.

The specific terms of the depositary arrangement with respect to any
portion of a series of Securities to be represented by a Registered Global
Security will be described in the Prospectus Supplement relating to such series.
The Company anticipates that the following provisions will apply to all
depositary arrangements.

Ownership of beneficial interests in a Registered Global Security will be
limited to persons that have accounts with the Depositary for such Registered
Global Security ("participants") or persons that may hold interests through
participants. Upon the issuance of a Registered Global Security, the Depositary
for such

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Registered Global Security will credit, on its book-entry registration and
transfer system, the participants' accounts with the respective principal
amounts of the Securities represented by such Registered Global Security
beneficially owned by such participants. The accounts to be credited will be
designated by the dealers, underwriters or agents participating in the
distribution of such Securities. Ownership of beneficial interests in such
Registered Global Security will be shown on, and the transfer of such ownership
interests will be effected only through, records maintained by the Depositary
for such Registered Global Security (with respect to interests of participants)
and on the records of participants (with respect to interests of persons holding
through participants). The laws of some states may require that certain
purchasers of securities take physical delivery of such securities in definitive
form. Such limits and such laws may impair the ability to own, transfer or
pledge beneficial interests in Registered Global Securities.

So long as the Depositary for a Registered Global Security, or its nominee,
is the registered owner of such Registered Global Security, such Depositary or
such nominee, as the case may be, will be considered the sole owner or holder of
the Securities represented by such Registered Global Security for all purposes
under the Indenture. Except as set forth below, owners of beneficial interests
in a Registered Global Security will not be entitled to have the Securities
represented by such Registered Global Security registered in their names, and
will not receive or be entitled to receive physical delivery of such Securities
in definitive form and will not be considered the owners or holders thereof
under the Indenture. Accordingly, each person owning a beneficial interest in a
Registered Global Security must rely on the procedures of the Depositary for
such Registered Global Security and, if such person is not a participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a holder under the Indenture. The Company understands
that under existing industry practices, if the Company requests any action of
holders or if any owner of a beneficial interest in a Registered Global Security
desires to give or take any action which a holder is entitled to give or take
under the Indenture, the Depositary for such Registered Global Security would
authorize the participants holding the relevant beneficial interests to give or
take such action, and such participants would authorize beneficial owners owning
through such participants to give or take such action or would otherwise act
upon the instruction of beneficial owners holding through them.

Payments of principal of, premium, if any, and any interest on Securities
represented by a Registered Global Security registered in the name of a
Depositary or its nominee will be made to such Depositary or its nominee, as the
case may be, as the registered owner of such Registered Global Security. None of
the Company, the Trustee or any other agent of the Company or agent of the
Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in
such Registered Global Security or for maintaining, supervising or reviewing any
records relating to such beneficial ownership interests.

The Company expects that the Depositary for any Securities represented by a
Registered Global Security, upon receipt of any payment of principal, premium,
if any, or any interest in respect of such Registered Global Security, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in such Registered Global Security as
shown on the records of such Depositary. The Company also expects that payments
by participants to owners of beneficial interests in such Registered Global
Security held through such participants will be governed by standing customer
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participants.

If the Depositary for any Securities represented by a Registered Global
Security notifies the Company that it is at any time unwilling or unable to
continue as Depositary or ceases to be a clearing agency registered under the
1934 Act, and a successor Depositary registered as a clearing agency under the
1934 Act is not appointed by the Company within 90 days, the Company will issue
such Securities in definitive form in exchange for such Registered Global
Security. In addition, the Company may at any time and in its sole discretion
determine not to have any of the Securities of a series represented by one or
more Registered Global Securities and, in such event, will issue Securities of
such series in definitive form in exchange for all of the Registered Global
Security or Registered Global Securities representing such Securities. Any
Securities issued in definitive form in exchange for a Registered Global
Security will be registered in such name or names as the Depositary shall
instruct the Trustee. It is expected that such instructions will be based upon

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directions received by the Depositary from participants with respect to
ownership of beneficial interests in such Registered Global Security.

LIMITATION ON LIENS

The Company covenants that, so long as any of the Securities remains
outstanding, it will not, nor will it permit any Consolidated Subsidiary to,
issue, assume or guarantee any debt for money borrowed or any Funded Debt
(herein referred to as "Debt") if such Debt is secured by a mortgage (as defined
in the Indenture) upon any Principal Property or upon any shares of stock or
indebtedness of any Consolidated Subsidiary which owns or leases any Principal
Property (whether such Principal Property, shares of stock or indebtedness are
owned on the date of the Indenture or are thereafter acquired) without in any
such case effectively providing that the Securities (together with, if the
Company shall so determine, any other indebtedness of or guarantees by the
Company or such Consolidated Subsidiary ranking equally and ratably with such
Debt and then existing or thereafter created) shall be secured equally and
ratably with such Debt, except that the foregoing restrictions shall not apply
to (i) mortgages on property, shares of stock or indebtedness of any corporation
existing at the time such corporation becomes a Consolidated Subsidiary; (ii)
mortgages on property existing at the time of acquisition thereof, or to secure
Debt incurred for the purpose of financing all or any part of the purchase price
of such property, or to secure any Debt incurred prior to, at the time of, or
within 120 days after the later of the acquisition, completion of construction
or improvement or the commencement of commercial operation of such property,
which Debt is incurred for the purpose of financing all or any part of the
purchase price thereof or construction or improvements thereon; (iii) mortgages
securing Debt owing by any Consolidated Subsidiary to the Company or another
Consolidated Subsidiary; (iv) mortgages on property of a corporation existing at
the time such corporation is merged or consolidated with the Company or a
Consolidated Subsidiary or at the time of a sale, lease or other disposition of
the properties of a corporation or firm as an entirety or substantially as an
entirety to the Company or a Consolidated Subsidiary, provided that no such
mortgage shall extend to any other Principal Property of the Company or any
Consolidated Subsidiary or any shares of capital stock or any indebtedness of
any Consolidated Subsidiary which owns or leases a Principal Property; (v)
mortgages on property of the Company or a Consolidated Subsidiary in favor of
the United States of America, any State thereof or any department, agency or
instrumentality thereof, or any other country, or any political subdivision of
any thereof, to secure payments pursuant to any contract or statute (including
Debt of the pollution control or industrial revenue bond type) or to secure any
indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of construction of the property subject to such
mortgages; or (vi) certain extensions, renewals or replacements (or successive
extensions, renewals or replacements), in whole or in part, of mortgages
existing at the date of the Indenture or any mortgage referred to in the
foregoing clauses (i) through (v), inclusive. (Section 3.05(a))

Notwithstanding the above, the Company and one or more Consolidated
Subsidiaries may, without securing the Securities, issue, assume or guarantee
secured Debt which would otherwise be subject to the foregoing restrictions,
provided that after giving effect thereto the total of the aggregate amount of
such Debt then outstanding (not including secured Debt permitted under the
foregoing exceptions) and the aggregate amount of Attributable Debt in respect
of sale and leaseback arrangements at such time does not exceed 5% of
Consolidated Net Tangible Assets, determined as of a date not more than 90 days
prior thereto. (Section 3.05(b))

LIMITATION ON SALES AND LEASEBACKS

The Company covenants that it will not, and will not permit any
Consolidated Subsidiary to, enter into any sale and leaseback arrangement,
except for a lease for a term of not more than three years and except for a
lease between the Company and a Consolidated Subsidiary or between Consolidated
Subsidiaries, involving any Principal Property unless (i) the Company or such
Consolidated Subsidiary would be entitled pursuant to Section 3.05 of the
Indenture to issue, assume or guarantee Debt secured by a mortgage upon the
property involved at least equal in amount to the Attributable Debt in respect
of such arrangement without equally and ratably securing the Securities or (ii)
the Company or a Consolidated Subsidiary within 120 days of the

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<PAGE> 8

effective date of any such arrangement applies an amount equal to the greater of
the net proceeds of the sale of the Principal Property so leased or the fair
market value of such Principal Property to the retirement, other than any
mandatory retirement or by way of payment at maturity, of Funded Debt of the
Company or any Consolidated Subsidiary, other than Funded Debt owned by the
Company or any Consolidated Subsidiary and other than Funded Debt which is
subordinated in payment of principal or interest to the Securities, or, in lieu
of such retirement, delivers Securities to the Trustee for cancellation.
(Section 3.06)

CONSOLIDATION, MERGER OR SALE OF ASSETS

The Company covenants that it will not consolidate or merge with or into
any other corporation and will not sell or convey its property as an entirety,
or substantially as an entirety, to another corporation if, as a result thereof,
any Principal Property (or any shares of stock or indebtedness of any
Consolidated Subsidiary owning any Principal Property) would become subject to a
mortgage, unless either (i) such mortgage could be created pursuant to Section
3.05 of the Indenture without equally and ratably securing the Securities or
(ii) the Securities shall be secured prior to the Debt secured by such mortgage.
(Section 9.03)

CERTAIN DEFINITIONS

"Attributable Debt" in respect of a sale and leaseback arrangement is
defined in the Indenture to mean, at the time of determination, the lesser of
(i) the fair value of the property subject to such arrangement (as determined by
the Board of Directors of the Company) or (ii) the present value (discounted at
the rate per annum equal to the interest borne by fixed rate Securities or the
yield to maturity at the time of issuance of any Original Issue Discount
Securities determined on a weighted average basis compounded semi-annually) of
the total obligations of the lessee for rental payments during the remaining
term of the lease included in such arrangement (including any period for which
such lease has been extended or may, at the option of the lessor, be extended)
or until the earliest date on which the lessee may terminate such lease upon
payment of a penalty (in which case the rental payment shall include such
penalty), after excluding all amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water and utility rates
and similar charges; provided, however, that there shall not be deemed to be any
Attributable Debt in respect of a sale and leaseback arrangement if (a) such
arrangement does not involve a Principal Property, (b) the Company or a
Consolidated Subsidiary would be entitled pursuant to the provisions of Section
3.05(a) of the Indenture to issue, assume or guarantee Debt secured by a
mortgage upon the property involved in such arrangement without equally and
ratably securing the Securities, or (c) the greater of the net proceeds of such
arrangement or the fair market value of the property so leased has been applied
or credited pursuant to Section 3.06(b) of the Indenture. (Section 1.01)

"Consolidated Net Tangible Assets" is defined as the aggregate amount of
assets (less applicable reserves) of the Company and its Consolidated
Subsidiaries after deducting therefrom (a) all current liabilities (excluding
any such liabilities deemed to be Funded Debt), (b) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles and (c) all investments in any Subsidiary other than a Consolidated
Subsidiary, in all cases computed in accordance with generally accepted
accounting principles and which under generally accepted accounting principles
would appear on a consolidated balance sheet of the Company and its Consolidated
Subsidiaries. (Section 1.01)

"Funded Debt" is defined to mean indebtedness maturing more than 12 months
from the date of the determination thereof or having a maturity of less than 12
months but renewable or extendible at the option of the borrower beyond 12
months from the date of such determination (i) for money borrowed or (ii)
incurred in connection with the acquisition of real or personal property, stock,
debt or other assets (to the extent that any acquisition indebtedness is
represented by any notes, bonds, debentures or similar evidences of
indebtedness), for which the Company or any Consolidated Subsidiary is directly
or contingently liable or which is secured by property of the Company or a
Consolidated Subsidiary. (Section 1.01)

"Original Issue Discount Security" is defined to mean any Security which
provides for an amount less than the principal amount thereof to be due and
payable upon a declaration of the maturity thereof. (Section 1.01)

7
<PAGE> 9

"Principal Property" is defined to mean any manufacturing plant, or
research or engineering facility located within the United States of America or
Puerto Rico owned or leased by the Company or any Consolidated Subsidiary
unless, in the opinion of the Board of Directors of the Company, such plant or
facility is not of material importance to the total business conducted by the
Company and its Consolidated Subsidiaries as an entirety. (Section 1.01)

"Subsidiary" is defined to mean any corporation of which at least a
majority of the outstanding stock having voting power under ordinary
circumstances to elect a majority of the board of directors of said corporation
shall at the time be owned by the Company, or by the Company and one or more
Subsidiaries, or by one or more Subsidiaries. "Consolidated Subsidiary" is
defined to mean each Subsidiary other than any Subsidiary the accounts of which
(i) are not required by generally accepted accounting principles to be
consolidated with those of the Company for financial reporting purposes, (ii)
were not consolidated with those of the Company in the Company's then most
recent annual report to stockholders and (iii) are not intended by the Company
to be consolidated with those of the Company in its next annual report to
stockholders; provided, however, that the term "Consolidated Subsidiary" shall
not include (a) any Subsidiary which is principally engaged in (i) owning,
leasing, dealing in or developing real property or (ii) purchasing or financing
accounts receivable, making loans, extending credit or other activities of a
character conducted by a finance company or (b) any Subsidiary, substantially
all of the business, properties or assets of which were acquired after the date
of the Indenture (by way of merger, consolidation, purchase or otherwise),
unless the Board of Directors of the Company thereafter designates such
Subsidiary a Consolidated Subsidiary for the purposes of the Indenture. (Section
1.01)

DEFEASANCE

If permitted by the terms of any series of Securities, the Company may
terminate certain of its obligations under the Indenture with respect to such
series, including its obligations to comply with the restrictive covenants
described herein, on the terms and subject to the conditions contained in the
Indenture, by depositing in trust with the Trustee money or obligations of, or
guaranteed by, the United States sufficient to pay the principal of, premium, if
any, and interest on the Securities of such series to maturity (or earlier
redemption). (Section 10.01) The Prospectus Supplement sets forth the defeasance
rights, if any, of the Company provided by the terms of the Securities in
respect of which this Prospectus is delivered.

EVENTS OF DEFAULT, WAIVER AND NOTICE

As to each series of Securities, an Event of Default is defined in the
Indenture as being: default for 30 days in payment of any interest on the
Securities of that series; default in payment of principal or premium, if any,
on the Securities of that series when due either at maturity, upon redemption,
by declaration or otherwise; default by the Company in the performance of any
other of the covenants in the Indenture (other than a covenant included in the
Indenture solely for the benefit of a series of Securities other than that
series) which shall not have been remedied for a period of 90 days after notice;
and certain events of bankruptcy, insolvency and reorganization of the Company.
(Section 4.01) The Indenture provides that the Trustee may withhold notice to
the holders of the Securities of any default (except in payment of principal of
or premium, if any, or interest on the Securities) if the Trustee considers it
in the interest of the holders of the Securities to do so. (Section 4.08)

The Indenture provides that, (i) if an Event of Default due to the default
in payment of principal, interest or premium on any series of Securities or due
to the default in the performance, or breach, of any covenant set forth
exclusively in the terms of such series of Securities established as
contemplated in the Indenture shall have occurred and be continuing, either the
Trustee or the holders of 33 percent in principal amount of the Securities of
such series then outstanding may declare the principal of all Securities of such
series (or, if the Securities of such series are issued as Original Issue
Discount Securities, such portion of the principal amount as may be specified in
the terms of such series) and interest accrued, if any, thereon to be due and
payable immediately and (ii) if an Event of Default resulting from a default in
the performance of any other of the covenants or agreements in the Indenture and
certain events of bankruptcy, insolvency and reorganization of the Company shall
have occurred and be continuing, either the Trustee or the holders of 33 percent
in principal amount of all Securities then outstanding (treated as one class)
may declare the principal of all

8
<PAGE> 10

Securities (or, if any Securities are issued as Original Issue Discount
Securities, such portion of the principal amount as may be specified in the
terms of such Securities) and interest accrued thereon to be due and payable
immediately, but upon certain conditions such declarations may be annulled and
past defaults may be waived (except a continuing default in payment of principal
of or interest or premium on the Securities) by the holders of a majority in
principal amount of the Securities of such series (or of all series, as the case
may be) then outstanding. (Section 4.01)

The holders of a majority in principal amount of the Securities of any or
all series at the time outstanding shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee under the Indenture. Notwithstanding the foregoing, the Trustee shall
have the right to decline to follow any such direction if the Trustee is advised
by counsel that the action so directed may not lawfully be taken or if the
Trustee determines that such action would be unjustly prejudicial to the holders
not taking part in such direction or would involve the Trustee in personal
liability. (Section 4.07) The Indenture requires the annual filing by the
Company with the Trustee of a certificate as to the absence of certain defaults
under the Indenture. (Section 3.07)

MODIFICATION OF THE INDENTURE

The Indenture contains provisions permitting the Company and the Trustee to
modify the Indenture or any supplemental indenture without the consent of the
holders of Securities for certain purposes, provided that no such modification
shall adversely affect the interest of the holders of the Securities in any
material respect. (Section 8.01) The Indenture also contains provisions
permitting the Company and the Trustee, with the consent of the holders of not
less than 66 2/3 percent in principal amount of the Securities at the time
outstanding affected thereby (voting as a class), to modify the Indenture or any
supplemental indenture or the rights of the holders of the Securities; provided
that no such modification shall (i) extend the final maturity of any Security,
or reduce the rate or extend the time of payment of interest thereon, or reduce
the principal amount thereof or any premium thereon, or reduce any amount
payable on redemption thereof, or make the principal of or any interest or
premium on the Securities payable in any coin or currency other than that
provided in the Securities, or impair or affect the right of any holder of a
Security to institute suit for the payment thereof or the right of repayment, if
any, at the option of the holder, without the consent of the holder of each
Security so affected, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of maturity
thereof or the amount thereof provable in bankruptcy, or (ii) reduce the
aforesaid percentage of Securities the consent of the holders of which is
required for any such modification without the consent of the holders of each
Security affected. (Section 8.02)

SUCCESSOR CORPORATION

Under the terms of the Indenture, the Company may consolidate or merge or
sell all or substantially all of its property if (a) the Company is the
continuing corporation or if the Company is not the continuing corporation, such
continuing corporation is organized and existing under the laws of the United
States or any state thereof or the District of Columbia and assumes the due and
punctual payment of the principal of, and the premium, if any, and interest on
the Securities and the due and punctual performance and observance of all the
covenants and conditions of the Indenture to be performed by the Company, and
(b) the Company or such successor corporation is not in default in the
performance of any such covenant or condition immediately after such merger,
consolidation or sale of assets.(Section 9.01)

CONCERNING THE TRUSTEE

The Trustee is a depository for funds of, makes loans to and performs other
services for the Company in the normal course of business.

PLAN OF DISTRIBUTION

The Company may sell the Securities being offered hereby in any of four
ways: (i) directly to purchasers, (ii) through agents, (iii) through
underwriters and (iv) through dealers.

Offers to purchase Securities may be solicited directly by the Company or
by agents designated by the Company from time to time. Any such agent, who may
be deemed to be an underwriter as that term is defined

9
<PAGE> 11

in the Securities Act of 1933, involved in the offer or sale of the Securities
in respect of which this Prospectus is delivered is named, and any commissions
payable by the Company to such agent are set forth, in the Prospectus
Supplement. Unless otherwise indicated in the Prospectus Supplement, any such
agent will be acting on a best efforts basis for the period of its appointment
(ordinarily five business days or less). Agents may be customers of, engage in
transactions with or perform services for, the Company in the ordinary course of
business.

If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale to them, and the names of the underwriters and the terms of the transaction
are set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Securities in respect of which this
Prospectus is delivered to the public.

If a dealer is utilized in the sale of the Securities in respect of which
this Prospectus is delivered, the Company will sell such Securities to the
dealer, as principal. The dealer may then resell such Securities to the public
at varying prices to be determined by such dealer at the time of resale.

Agents, underwriters and dealers may be entitled under the relevant
agreements to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act of 1933.

If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Securities from the Company at the public offering price set forth in the
Prospectus Supplement pursuant to Delayed Delivery Contracts ("Contracts")
providing for payment and delivery on the date stated in the Prospectus
Supplement. Each Contract will be for an amount not less than, and unless the
Company otherwise agrees the aggregate principal amount of Securities sold
pursuant to Contracts shall be not less nor more than, the respective amounts
stated in the 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 shall in all cases be subject to the
approval of the Company. Contracts will not be subject to any conditions except
that the purchase by an institution of the Securities covered by its Contract
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. A
commission indicated in the Prospectus Supplement will be paid to underwriters
and agents soliciting purchases of Securities pursuant to Contracts accepted by
the Company.

The place and time of delivery for the Securities in respect of which this
Prospectus is delivered are set forth in the accompanying Prospectus Supplement.

LEGAL OPINIONS

The legality of the Securities in respect of which this Prospectus is being
delivered will be passed on for the Company by John R. Leekley, General Counsel
of the Company, and for the Underwriters, if any, by Davis Polk & Wardwell, 450
Lexington Avenue, New York, New York 10017. Mr. Leekley is a Vice President and
the General Counsel of Masco Corporation, a Delaware corporation which owns
approximately 41 percent of the Company's outstanding Common Stock, is a
stockholder of the Company and of Masco Corporation and is a holder of options
to purchase shares of common stock of Masco Corporation. Davis Polk & Wardwell
performs legal services from time to time for the Company and certain related
companies.

EXPERTS

The consolidated financial statements and schedules of MascoTech, Inc. and
the consolidated financial statements and schedules of TriMas Corporation
appearing in the Company's most recent Annual Report on Form 10-K and in the
Company's Current Report on Form 8-K dated January 11, 1994, have been audited
by Coopers & Lybrand L.L.P., independent accountants, as set forth in their
reports appearing therein. The consolidated financial statements and schedules
referred to in this paragraph are incorporated herein by reference in reliance
upon such reports and upon the authority of such firm as experts in accounting
and auditing.

10
<PAGE> 12

SUBJECT TO COMPLETION DATED , 1994
PROSPECTUS

MASCOTECH, INC.
------------------------
SUBORDINATED DEBT SECURITIES
(CONVERTIBLE OR NON-CONVERTIBLE)

PREFERRED STOCK
(CONVERTIBLE OR NON-CONVERTIBLE)
($1 PAR VALUE)

DEPOSITARY SHARES REPRESENTING PREFERRED STOCK

COMMON STOCK
($1 PAR VALUE)
------------------------

MascoTech, Inc. (the "Company") may from time to time offer, as separate
series, subordinated debt securities consisting of subordinated debentures,
subordinated notes or other unsecured subordinated evidences of indebtedness
("Subordinated Securities"), and may, if their terms so provide, be convertible
into shares of Common Stock, par value $1 per share, of the Company (the "Common
Stock").

The terms of the Subordinated Securities, including, where applicable, the
specific designation, aggregate principal amount, denominations, maturity, rate
(which may be fixed or variable) and time of payment of interest, terms for
redemption at the option of the Company or the holder, terms for sinking or
purchase fund payments, terms for conversion, the public offering price, the
names of any underwriters or agents, the principal amounts to be purchased by
underwriters and the compensation of such underwriters or agents and the other
terms in connection with the offering and sale of the Subordinated Securities in
respect of which this Prospectus is being delivered, are set forth in the
accompanying Prospectus Supplement ("Prospectus Supplement").

The Company may also from time to time offer shares of its Preferred Stock,
par value $1 per share (the "Preferred Stock"), in one or more series. The
Prospectus Supplement sets forth, as applicable, the specific designation,
voting powers, preferences and relative rights and qualifications, limitations
or restrictions thereof, including dividend rate (or manner of calculation
thereof), time of payment of dividends, liquidation value, terms for conversion,
listing on a securities exchange, terms for mandatory or optional redemption,
aggregate number of shares to be sold, purchase price, public offering price,
names of any underwriters or agents, compensation of such underwriters or agents
and other terms in connection with the offering and sale of the Preferred Stock
in respect of which this Prospectus is being delivered. If so specified in the
Prospectus Supplement, the Preferred Stock may be represented by Depositary
Shares entitling the holder to all proportional rights and preferences of the
Preferred Stock.

The Company may also from time to time offer shares of Common Stock. The
terms of the offering and sale of the Common Stock in respect of which this
Prospectus is being delivered, including, where applicable, specific aggregate
number of shares to be sold, purchase price, public offering price, names of any
underwriters or agents, compensation of such underwriters or agents and any
other applicable terms, are set forth in the Prospectus Supplement.

The Company may sell Subordinated Securities, shares of Preferred Stock,
Depositary Shares representing Preferred Stock or shares of Common Stock to or
through underwriters or dealers, directly to other purchasers or through agents.
See "Plan of Distribution".
------------------------

THE COMPANY'S COMMON STOCK IS LISTED ON THE NEW YORK STOCK EXCHANGE.
------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
------------------------
, 1994
<PAGE> 13

NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN AS CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE
OFFERING DESCRIBED HEREIN.

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

AVAILABLE INFORMATION

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The documents listed below have been filed by the Company with the
Commission and are incorporated herein by reference:

(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1993;

(b) Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 1994 and June 30, 1994;

(d) Form 8 dated March 8, 1993 amending its Registration Statement on
Form 10 dated May 2, 1984;

(e) Registration Statement on Form 8-A dated June 29, 1993; and

(f) Current Report on Form 8-K dated January 11, 1994.

All reports and documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the 1934 Act after the date of this Prospectus and prior
to the termination of the offering of the Subordinated Securities, Preferred
Stock, Depositary Shares representing Preferred Stock or Common Stock 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 statements contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which is also incorporated by
reference herein) modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.

2
<PAGE> 14

THE COMPANY

USE OF PROCEEDS

The Company expects to apply substantially all of the net proceeds from
sales of Subordinated Securities, Preferred Stock, Depositary Shares
representing Preferred Stock or Common Stock by the Company to its general funds
to be used for general corporate purposes, including working capital, repayment
of debt and expenditures for development of activities in which it is now
engaged or investment in and development of activities in which it is not
currently engaged. In this regard, the Company maintains an active acquisition
effort and is frequently engaged in discussions with respect to acquisition
opportunities. Proceeds from sales of Subordinated Securities, Preferred Stock,
Depositary Shares representing Preferred Stock or Common Stock by the Company
could be applied directly or indirectly to such acquisitions. Funds not required
immediately for any of the foregoing purposes may be invested in marketable
securities. The Company intends to use the proceeds from the offering described
in the Prospectus Supplement as set forth in the Prospectus Supplement under the
caption "Use of Proceeds".

DESCRIPTION OF SUBORDINATED SECURITIES

The Subordinated Securities will be issued under an Indenture dated as of
November 1, 1986 between the Company and The First National Bank of Chicago (as
successor to Morgan Guaranty Trust Company of New York), as Trustee, as amended
by a Supplemental Indenture dated August 5, 1994 (the Indenture as amended by
the Supplemental Indenture is hereinafter referred to as the "Indenture"). The
following statements are subject to the detailed provisions of the Indenture, a
copy of which is filed as an exhibit to the registration statement covering the
Subordinated Securities. Whenever references are made to particular provisions
of the Indenture, such provisions are incorporated by reference as part of the
statements made and such statements are qualified in their entirety by such
references. Certain defined terms are capitalized. References in italics are to
the Indenture. As used in the Indenture, the term "Company" means MascoTech,
Inc. without reference to its consolidated subsidiaries.

GENERAL

The Indenture does not limit the amount of Subordinated Securities which
may be issued thereunder. The Prospectus Supplement sets forth the following
terms, where applicable, of the Subordinated Securities in respect of which this
Prospectus is delivered: (1) the title of such Subordinated Securities; (2) any
limit upon the aggregate principal amount of such Subordinated Securities; (3)
the date or dates on which the principal of and premium, if any, on such
Subordinated Securities are payable; (4) the rate or rates at which such
Subordinated Securities shall bear interest or the method by which such interest
may be determined, the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be payable and the record
dates for the determination of holders to whom interest is payable; (5) the
place or places where the principal of, and premium, if any, and interest on
such Subordinated Securities shall be payable; (6) the price or prices at which,
the period or periods within which and the terms and conditions upon which such
Subordinated Securities may be redeemed, in whole or in part, at the option of
the Company, pursuant to any sinking fund or otherwise; (7) the obligation, if
any, of the Company to redeem, purchase or repay such Subordinated Securities
pursuant to any sinking fund or analogous provisions or at the option of a

3
<PAGE> 15

holder thereof and the price or prices at which, the period or periods within
which and the terms and conditions upon which, such Subordinated Securities
shall be redeemed, purchased or repaid, in whole or in part, pursuant to such
obligation; (8) the right, if any, of the Company to discharge or limit the
Indenture with respect to such Subordinated Securities prior to maturity; (9)
any additional Events of Default; (10) any trustees, authenticating or paying
agents, transfer agents or registrars with respect to such Subordinated
Securities; (11) the applicable initial conversion price if such Subordinated
Securities are convertible into Common Stock of the Company and the dates on
which, subsequent to which or until which such Subordinated Securities are
convertible; and (12) such other terms of such Subordinated Securities as are
not inconsistent with the provisions of the Indenture. (Section 2.03)

The Subordinated Securities offered hereby will be issued only in fully
registered form without coupons and, unless otherwise specified in the
Prospectus Supplement, in denominations of $1,000 and any multiple thereof. No
service charge will be made for any transfer or exchange of the Subordinated
Securities, but the Company or the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith. (Sections 2.05 and 2.07) Principal, premium, if any, and interest
will be payable and the Subordinated Securities offered hereby will be
transferable, and the Subordinated Securities which are convertible will be
convertible, at the corporate trust office or agency of the Trustee in New York,
New York, provided that payment of interest may be made at the option of the
Company by check mailed to the address of the person entitled thereto as it
appears on the registry books of the Company. (Sections 5.01 and 5.02)

Except as may be set forth in the Prospectus Supplement, the Indenture does
not contain any covenants or provisions which afford holders of Subordinated
Securities protection in the event of a highly leveraged transaction.

SUBORDINATION OF SUBORDINATED SECURITIES

The payment of the principal of, and premium, if any, and interest on the
Subordinated Securities is subordinated in right of payment, to the extent set
forth in the Indenture, to the prior payment in full of the principal of, and
premium, if any, and interest on all Senior Indebtedness (as hereinafter
defined). Until such prior payment in full, no payment on account of principal,
premium, if any, sinking funds, if any, or interest may be made on a series of
Subordinated Securities if there shall exist a default in the payment of the
principal, premium, if any, sinking funds, if any, or interest with respect to
such senior indebtedness, if such series of Subordinated Securities is declared
due and payable before its expressed maturity because of the occurrence of an
Event of Default (see "Events of Default, Waiver and Notice" below), in the
event of insolvency, bankruptcy, liquidation, reorganization, dissolution or
winding up of the Company, or if there shall exist a default under such Senior
Indebtedness permitting the holders thereof to accelerate the maturity thereof.
(Sections 4.01, 4.02 and 4.03) The term Senior Indebtedness shall mean (a) all
indebtedness of the Company for money borrowed or incurred in connection with
the acquisition of property, whether outstanding on the date of execution of the
Indenture or thereafter created, assumed or incurred, except such indebtedness
as is by its terms expressly stated to be not superior in right of payment to
the Subordinated Securities or to rank pari passu with the Subordinated
Securities and (b) any deferrals, renewals or extensions of any such Senior
Indebtedness or debentures, notes or other evidences of indebtedness issued in
exchange for such Senior Indebtedness. (Section 1.01) The Indenture does not
limit the incurrence of Senior Indebtedness. By reason of such subordination, in
the event of insolvency, creditors of the Company (including holders of
Subordinated Securities) who are not holders of Senior Indebtedness may recover
less, ratably, than holders of Senior Indebtedness.

CONVERSION RIGHTS

Subordinated Securities designated as convertible ("Convertible
Subordinated Securities") by the related Prospectus Supplement will be
convertible into Common Stock of the Company at the time specified in the
Prospectus Supplement (unless a Convertible Subordinated Security shall have
been called for redemption in which case to and including but not after the
business day preceding the date fixed for redemption) initially at the
conversion price set forth on the cover page of the Prospectus Supplement,
adjusted as set forth below. If any Convertible Subordinated Security not called
for redemption is converted

4
<PAGE> 16

between a record date for the payment of interest and the next succeeding
interest payment date, such Convertible Subordinated Security when delivered for
conversion must be accompanied by funds equal to the interest payable to the
registered holder on such interest payment date on the principal amount so
converted. No other adjustments will be made upon conversion for accrued
interest or dividends. (Sections 3.01 and 3.02)

The conversion price is subject to adjustment in certain events, including
(a) the issuance of shares of capital stock of the Company as a dividend or a
distribution with respect to its Common Stock, (b) subdivisions, combinations
and reclassifications of Common Stock, (c) the issuance to all holders of Common
Stock of rights or warrants entitling them (for a period not exceeding 45 days)
to subscribe for shares of Common Stock at less than the current market price
(as defined in the Indenture), and (d) the distribution to all holders of Common
Stock of evidences of indebtedness of the Company, assets (other than cash
dividends) or subscription rights or warrants (other than those referred to
above). No adjustment in the conversion price will be required unless such
adjustment would require a change of at least 1% in the price then in effect;
provided, however, that any adjustment that would otherwise be required to be
made shall be carried forward and taken into account in any subsequent
adjustment. Except in these cases, the conversion price will not be adjusted for
the issuance of Common Stock. (Section 3.05)

In the event of any consolidation or merger to which the Company is a
party, other than a consolidation or a merger in which the Company is the
continuing corporation and which does not result in any reclassification of, or
change (other than a change in par value or from par value to no par value or
from no par value to par value, or as a result of a subdivision or combination)
in, outstanding shares of Common Stock, or in the event of any sale or
conveyance to another corporation of the assets of the Company as an entirety or
substantially as an entirety, then the holders of Convertible Subordinated
Securities then outstanding shall have the right to convert the Convertible
Subordinated Securities into the kind and amount of shares of stock and other
securities and property (including cash) receivable upon such consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
issuable upon conversion of such Convertible Subordinated Securities immediately
prior to such consolidation, merger, sale or conveyance. (Section 3.06)

Conversion of Convertible Subordinated Securities may be effected by
delivering them to the office or agency of the Company maintained for such
purpose in New York City and in such other places as the Company may determine
from time to time. (Sections 3.02 and 5.02) Fractional shares of Common Stock of
the Company will not be delivered upon conversion, but a cash adjustment in
respect of any such fractional share will be paid. (Section 3.03)

The Company has agreed to reserve out of its authorized but unissued Common
Stock the full number of shares of Common Stock from time to time deliverable
upon the conversion of Convertible Subordinated Securities. (Section 3.09)

In the event of a taxable distribution to holders of Common Stock which
results in an adjustment of the conversion price, the holders of the Convertible
Subordinated Securities may, in certain circumstances, be deemed to have
received a distribution subject to Federal income tax as a dividend. In
addition, the failure to adjust fully the conversion price of the Convertible
Subordinated Securities to reflect distributions to holders of Common Stock may
result in a taxable dividend to the holders of Common Stock.

DEFEASANCE

If permitted by the terms of any series of Subordinated Securities, the
Company may terminate certain of its obligations under the Indenture with
respect to such series, including its obligations to comply with the restrictive
covenants described herein, on the terms and subject to the conditions contained
in the Indenture, by depositing in trust with the Trustee money or obligations
of, or guaranteed by, the United States sufficient to pay the principal of,
premium, if any, and interest, if any, on the Subordinated Securities of such
series to maturity (or earlier redemption). (Section 13.01) The Prospectus
Supplement sets forth the defeasance rights, if any, of the Company provided by
the terms of the Subordinated Securities in respect of which this Prospectus is
delivered.

5
<PAGE> 17

EVENTS OF DEFAULT, WAIVER AND NOTICE

As to each series of Subordinated Securities, an Event of Default is
defined in the Indenture as being: default for 30 days in payment of interest on
the Subordinated Securities of that series; default in payment of principal or
premium, if any, on the Subordinated Securities of that series when due either
at maturity, upon redemption, by declaration or otherwise; default by the
Company in the performance of any other of the covenants included in the
Indenture (other than a covenant included in the Indenture solely for the
benefit of a series of Subordinated Securities other than that series) which
shall not have been remedied for a period of 90 days after notice; and certain
events of bankruptcy, insolvency and reorganization of the Company. (Section
7.01) The Indenture provides that the Trustee thereunder may withhold notice to
the holders of the Subordinated Securities of any default (except in payment of
principal of or premium, if any, or interest on the Subordinated Securities) if
such Trustee considers it in the interest of the holders of the Subordinated
Securities to do so. (Section 7.08)

The Indenture provides that (i) if an Event of Default due to the default
in the payment of principal, interest or premium on any series of Subordinated
Securities or due to the default in the performance, or breach, of any covenant
set forth exclusively in the terms of such series of Subordinated Securities
established as contemplated in the Indenture shall have occurred and be
continuing, either the Trustee or the holders of 25 percent in principal amount
of the Subordinated Securities of such series then outstanding under the
Indenture may declare the principal of all Subordinated Securities of such
series and interest accrued thereon to be due and payable immediately and (ii)
if an Event of Default resulting from default in the performance of any other of
the covenants or agreements in the Indenture and certain events of bankruptcy,
insolvency and reorganization of the Company shall have occurred and be
continuing, either the Trustee or the holders of 25 percent in principal amount
of all Subordinated Securities then outstanding under the Indenture (treated as
one class) may declare the principal of all Subordinated Securities issued under
the Indenture and interest accrued thereon to be due and payable immediately,
but upon certain conditions such declarations may be annulled and past defaults
may be waived (except a continuing default in payment of principal of or
interest or premium on the Subordinated Securities) by the holders of a majority
in principal amount of the Subordinated Securities of such series (or of all
series, as the case may be) then outstanding under the Indenture. (Section 7.01)

The holders of a majority in principal amount of the Subordinated
Securities of any or all series at the time outstanding shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee under the Indenture. Notwithstanding the foregoing,
such Trustee shall have the right to decline to follow any such direction if the
Trustee is advised by counsel that the action so directed may not lawfully be
taken or if the Trustee determines that such action would be unjustly
prejudicial to the holders not taking part in such direction or would involve
the Trustee in personal liability. (Section 7.07) The Indenture requires the
annual filing by the Company with the Trustee of a certificate as to the absence
of certain defaults under the Indenture. (Section 5.05)

MODIFICATION OF THE INDENTURE

The Indenture contains provisions permitting the Company and the Trustee to
modify the Indenture or any supplemental indenture without the consent of the
holders of Subordinated Securities for certain purposes, provided that no such
modification shall adversely affect the interest of the holders of the
Subordinated Securities in any material respect. (Section 8.01) The Indenture
also contains provisions permitting the Company and the Trustee thereunder, with
the consent of the holders of not less than 66 2/3 percent in principal amount
of the Subordinated Securities at the time outstanding affected thereby (voting
as a class), to modify the Indenture or any supplemental indenture or the rights
of the holders of the Subordinated Securities; provided that no such
modification shall (i) extend the final maturity of any Subordinated Security,
or reduce the rate or extend the time of payment of interest thereon, or reduce
the principal amount thereof or any premium thereon, or reduce any amount
payable on redemption thereof, or make the principal of, or interest or premium
on, the Subordinated Securities payable in any coin or currency other than that
provided in the Subordinated Securities, or impair the right to convert
Convertible Subordinated Securities into Common Stock in accordance with the
Indenture, or impair or affect the right of any holder of a Subordinated
Security

6
<PAGE> 18

to institute suit for the payment thereof or the right of repayment, if any, at
the option of the holder, or modify any of the provisions relating to
subordination of the Subordinated Securities in a manner adverse to the holders
thereof without the consent of the holder of each Subordinated Security so
affected, or (ii) reduce the aforesaid percentage of Subordinated Securities the
consent of the holders of which is required for any such modification without
the consent of the holders of each Subordinated Security affected. (Section
11.02)

SUCCESSOR CORPORATION

Under the terms of the Indenture, the Company may consolidate or merge or
sell all or substantially all of its assets if (a) the Company is the continuing
corporation or if the Company is not the continuing corporation, such continuing
corporation is organized and existing under the laws of the United States of
America or any state or territory thereof or the District of Columbia and
assumes by supplemental indenture the due and punctual payment of the principal
of, and the premium, if any, and interest on the Subordinated Securities and the
due and punctual performance and observance of all of the covenants and
conditions of the Indenture to be performed by the Company and (b) the Company
or such continuing corporation is not in default in the performance of any such
covenant or condition immediately after such merger, consolidation or sale of
assets. (Article Twelve)

CONCERNING THE TRUSTEE

The Trustee is a depository for funds of, makes loans to and performs other
services for the Company from time to time in the normal course of business.

DESCRIPTION OF PREFERRED STOCK

The Company is authorized to issue 25 million shares of Preferred Stock.
The Board of Directors is authorized to issue Preferred Stock in one or more
series and to determine the voting powers (if any), designation, preferences and
relative rights and qualifications, limitations or restrictions thereof, for
each series of Preferred Stock that may be issued and to fix the number of
shares of each series without further action by the stockholders, unless action
is required by applicable laws or regulations or by the terms of outstanding
Preferred Stock. The Prospectus Supplement sets forth the particular
designation, preferences and rights of any series of Preferred Stock in respect
of which this Prospectus is delivered.

The rights of holders of the Preferred Stock offered hereby will be subject
to, and may be adversely affected by, the rights of holders of any Preferred
Stock that may be issued in the future. Shares of Preferred Stock issued by the
Company may have the effect, under certain circumstances, alone or in
combination with certain other provisions of the Company's Restated Certificate
of Incorporation, of rendering more difficult or discouraging an acquisition of
the Company deemed undesirable by the Board of Directors.

PLAN OF DISTRIBUTION

The Company may sell the Subordinated Securities, Preferred Stock,
Depositary Shares representing Preferred Stock and Common Stock being offered
hereby in any of four ways: (i) directly to purchasers, (ii) through agents,
(iii) through underwriters and (iv) through dealers.

Offers to purchase Subordinated Securities, Preferred Stock, Depositary
Shares representing Preferred Stock or Common Stock may be solicited directly by
the Company or by agents designated by the Company from time to time. Any such
agent, who may be deemed to be an underwriter as that term is defined in the
Securities Act of 1933, involved in the offer or sale of the Subordinated
Securities, Preferred Stock, Depositary Shares representing Preferred Stock or
Common Stock in respect of which this Prospectus is delivered is named, and any
commissions payable by the Company to such agent are set forth, in the
Prospectus Supplement. Unless otherwise indicated in the Prospectus Supplement,
any such agent will be acting on a best efforts basis for the period of its
appointment (ordinarily five business days or less). Agents may be customers of,
engage in transactions with or perform services for, the Company in the ordinary
course of business.

7
<PAGE> 19

If an underwriter or underwriters are utilized in the sale, the Company
will execute an underwriting agreement with such underwriters at the time of
sale to them, and the names of the underwriters and the terms of the transaction
are set forth in the Prospectus Supplement, which will be used by the
underwriters to make resales of the Subordinated Securities, Preferred Stock,
Depositary Shares representing Preferred Stock or Common Stock in respect of
which this Prospectus is delivered to the public.

If a dealer is utilized in the sale of the Subordinated Securities,
Preferred Stock, Depositary Shares representing Preferred Stock or Common Stock
in respect of which this Prospectus is delivered, the Company will sell such
Subordinated Securities, Preferred Stock, Depositary Shares representing
Preferred Stock or Common Stock to the dealer, as principal. The dealer may then
resell such Subordinated Securities, Preferred Stock, Depositary Shares
representing Preferred Stock or Common Stock to the public at varying prices to
be determined by such dealer at the time of resale.

Agents, underwriters and dealers may be entitled under the relevant
agreements to indemnification by the Company against certain liabilities,
including liabilities under the Securities Act of 1933.

If so indicated in the Prospectus Supplement, the Company will authorize
agents and underwriters to solicit offers by certain institutions to purchase
Subordinated Securities from the Company at the public offering price set forth
in the Prospectus Supplement pursuant to Delayed Delivery Contracts
("Contracts") providing for payment and delivery on the date stated in the
Prospectus Supplement. Each Contract will be for an amount not less than, and
unless the Company otherwise agrees the aggregate principal amount of
Subordinated Securities sold pursuant to Contracts shall be not less nor more
than, the respective amounts stated in the 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 shall in all cases be subject
to the approval of the Company. Contracts will not be subject to any conditions
except that the purchase by an institution of the Subordinated Securities
covered by its Contract 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. A commission indicated in the Prospectus Supplement will be paid to
underwriters and agents soliciting purchases of Subordinated Securities pursuant
to Contracts accepted by the Company.

The place and time of delivery for the Subordinated Securities, Preferred
Stock, Depositary Shares representing Preferred Stock or Common Stock in respect
of which this Prospectus is delivered are set forth in the Prospectus
Supplement.

LEGAL OPINIONS

The legality of the Subordinated Securities, Preferred Stock and Common
Stock in respect of which this Prospectus is being delivered will be passed on
for the Company by John R. Leekley, General Counsel of the Company, and for the
Underwriters, if any, by Davis Polk & Wardwell, 450 Lexington Avenue, New York,
New York 10017. Mr. Leekley is a Vice President and the General Counsel of Masco
Corporation, a Delaware corporation which owns approximately 41 percent of the
Company's outstanding Common Stock, is a stockholder of the Company and of Masco
Corporation and is a holder of options to purchase common stock of Masco
Corporation. Davis Polk & Wardwell performs legal services from time to time for
the Company and certain related companies.

EXPERTS

8
<PAGE> 20

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following expenses will be paid by the Company:

<TABLE>
<S> <C>
Securities and Exchange Commission registration fee.............. $112,200.00
Legal fees and expenses.......................................... 10,000.00*
Accountants' fees................................................ 5,000.00*
Trustees' fees and expenses...................................... 50,000.00*
Printing and engraving expenses.................................. 60,000.00*
Rating agency fees............................................... 70,000.00*
Blue Sky and legal investment fees and expenses.................. 20,000.00*
Miscellaneous.................................................... 7,800.00*
-----------
Total.................... $335,000.00*
==========
</TABLE>

-------------------
* Estimated

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the General Corporation Law of Delaware empowers the Company
to indemnify, subject to the standards therein prescribed, any person in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that such person is or was a Director, officer, employee or agent of
the Company or is or was serving as such with respect to another corporation or
other entity at the request of the Company. Article 14 of the Company's Restated
Certificate of Incorporation provides that each person who was or is made a
party to (or is threatened to be made a party to) or is otherwise involved in
any action, suit or proceeding by reason of the fact that such person is or was
a Director, officer or employee of the Company shall be indemnified and held
harmless by the Company to the fullest extent authorized by the General
Corporation Law of Delaware against all expense, liability and loss (including
without limitation attorneys' fees, judgments, fines and amounts paid in
settlement) reasonably incurred by such person in connection therewith. The
rights conferred by Article 14 are contractual rights and include the right to
be paid by the Company the expenses incurred in defending such action, suit or
proceeding in advance of the final disposition thereof.

Article 13 of the Company's Restated Certificate of Incorporation provides
that a director of the Company will not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a director
except for liability (a) for any breach of the director's duty of loyalty to the
Company or its stockholders, (b) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (c) under
Section 174 of the Delaware General Corporation Law, or (d) for transactions
from which the director derived improper personal benefit.

The Company's Directors and officers are covered by insurance policies
indemnifying them against certain civil liabilities, including liabilities under
the Federal securities laws (other than liability under Section 16(b) of the
1934 Act), which might be incurred by them in such capacity.

II-1
<PAGE> 21

ITEM 16. EXHIBITS.

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

<TABLE>
<S> <C>
Exhibit 1.a -- Form of Underwriting Agreement (Debt Securities).(4)
Exhibit 1.b -- Form of Underwriting Agreement (Preferred Stock).(4)
Exhibit 1.c -- Form of Underwriting Agreement (Common Stock).(4)
Exhibit 4.a -- Restated Certificate of Incorporation of MascoTech, Inc.
(including amendments thereto).(2)
Exhibit 4.b -- Bylaws of MascoTech, Inc.(3)
Exhibit 4.c -- Indenture between MascoTech, Inc. and The First National Bank of
Chicago, as Trustee.
Exhibit 4.d -- Indenture dated as of February 1, 1987 between MascoTech, Inc. and
Chemical Bank (successor by merger to Manufacturers Hanover Trust
Company), as Trustee, including resolutions establishing
MascoTech, Inc.'s 10% Senior Subordinated Notes Due 1995.(4)
Exhibit 4.e(1) -- Indenture dated as of November 1, 1986 between MascoTech, Inc. and
The First National Bank of Chicago (as successor to Morgan
Guaranty Trust Company of New York), as Trustee, including
resolutions establishing MascoTech, Inc.'s 4 1/2% Convertible
Subordinated Debentures Due 2003.(2)
Exhibit 4.e(2) -- Agreement of Appointment and Acceptance of Successor Trustee dated
as of August 4, 1994 among MascoTech, Inc., Morgan Guaranty Trust
Company of New York and The First National Bank of Chicago.(1)
Exhibit 4.e(3) -- Supplemental Indenture dated as of August 5, 1994 between
MascoTech, Inc. and The First National Bank of Chicago.(1)
Exhibit 4.f -- Five forms of Securities and Subordinated Securities.(4)
Exhibit 5 -- Opinion of John R. Leekley as to the legality of the Securities,
the Subordinated Securities, the Preferred Stock, the Common Stock
and the Common Stock to be issued upon conversion of convertible
Subordinated Securities or convertible Preferred Stock.
Exhibit 12 -- Statement of Computation of Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends.(1)
Exhibit 23.a -- Consent of Coopers & Lybrand L.L.P. relating to the consolidated
financial statements and schedules of MascoTech, Inc.
Exhibit 23.b -- Consent of Coopers & Lybrand L.L.P. relating to the consolidated
financial statements and schedules of TriMas Corporation.
Exhibit 23.c -- Consent of John R. Leekley, which is included as part of Exhibit
5.
Exhibit 24 -- Powers of Attorney, which appear in Part II of this Registration
Statement.
Exhibit 25.a -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The First National Bank of Chicago with respect to Senior
Debt Securities.
Exhibit 25.b -- Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The First National Bank of Chicago with respect to
Subordinated Debt Securities.
</TABLE>

- ------------
(1) Incorporated by reference to the Exhibits filed with MascoTech, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.

(2) Incorporated by reference to the Exhibits filed with MascoTech, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1993.

(3) Incorporated by reference to the Exhibits filed with MascoTech, Inc.'s
Current Report on Form 8-K dated June 22, 1993.

(4) Incorporated by reference to the Exhibits filed with MascoTech, Inc.'s
Registration Statement on Form S-3 (Reg. No. 33-59222) dated March 9, 1993.

II-2
<PAGE> 22

ITEM 17. UNDERTAKINGS.

1. The Company hereby undertakes:

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

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

(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement; and

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

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

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

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

2. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company'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 the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to Directors, officers and controlling persons of
the Company pursuant to the provisions referred to in Item 15 above, the Company
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 Company of expenses incurred or
paid by a Director, officer, or controlling person of the Company 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 Company 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 of whether such indemnification by it is against
public policy as expressed in that Act and will be governed by the final
adjudication of such issue.

II-3
<PAGE> 23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Taylor and the State of Michigan, on October 6, 1994.

MASCOTECH, INC.

By /s/ RICHARD A. MANOOGIAN
-------------------------------
RICHARD A. MANOOGIAN,
CHAIRMAN OF THE BOARD

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS RICHARD A. MANOOGIAN, TIMOTHY WADHAMS AND EUGENE
A. GARGARO, JR., AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS
NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY AND ALL AMENDMENTS
(INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO
FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION
THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID
ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF THEM, FULL POWER AND AUTHORITY TO DO
AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE, AS
FULLY TO ALL INTENTS AND PURPOSES AS HE MIGHT OR WOULD DO IN PERSON, HEREBY
RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF
THEM OR THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE
DONE BY VIRTUE HEREOF.

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:
Chairman of the Board,
Chief Executive Officer
/s/ RICHARD A. MANOOGIAN and Director
- -----------------------------------------------
RICHARD A. MANOOGIAN

PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER:

/s/ TIMOTHY WADHAMS Vice President -- October 6, 1994
- ----------------------------------------------- Controller and Treasurer
TIMOTHY WADHAMS

/s/ ERWIN H. BILLIG Director
- -----------------------------------------------
ERWIN H. BILLIG

/s/ PETER A. DOW Director
- -----------------------------------------------
PETER A. DOW
</TABLE>

II-4
<PAGE> 24

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ EUGENE A. GARGARO, JR. Director
- -----------------------------------------------
EUGENE A. GARGARO, JR.

/s/ JOHN A. MORGAN Director October 6, 1994
- -----------------------------------------------
JOHN A. MORGAN

/s/ RICHARD G. MOSTELLER Director
- -----------------------------------------------
RICHARD G. MOSTELLER
</TABLE>

II-5
<PAGE> 25

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------- ---------------------------------------------------------------------------------
<S> <C>
1.a -- Form of Underwriting Agreement (Debt Securities).(4)
1.b -- Form of Underwriting Agreement (Preferred Stock).(4)
1.c -- Form of Underwriting Agreement (Common Stock).(4)
4.a -- Restated Certificate of Incorporation of MascoTech, Inc. (including amendments
thereto).(2)
4.b -- Bylaws of MascoTech, Inc.(3)
4.c -- Indenture between MascoTech, Inc. and The First National Bank of Chicago, as
Trustee.
4.d -- Indenture dated as of February 1, 1987 between MascoTech, Inc. and Chemical Bank
(successor by merger to Manufacturers Hanover Trust Company), as Trustee,
including resolutions establishing Masco Industries, Inc.'s: (i) 10 1/4% Senior
Subordinated Notes Due 1997, and (ii) 10% Senior Subordinated Notes Due 1995.(4)
4.e(1) -- Indenture dated as of November 1, 1986 between MascoTech, Inc. and The First
National Bank of Chicago (as successor to Morgan Guaranty Trust Company of New
York), as Trustee, including resolutions establishing MascoTech, Inc.'s 6%
Convertible Subordinated Debentures Due 2011.(2)
4.e(2) -- Agreement of Appointment and Acceptance of Successor Trustee dated as of August
4, 1994 among MascoTech, Inc., Morgan Guaranty Trust Company of New York and The
First National Bank of Chicago.(1)
4.e(3) -- Supplemental Indenture dated as of August 5, 1994 between MascoTech, Inc. and The
First National Bank of Chicago.(1)
4.f -- Five forms of Securities and Subordinated Securities.(4)
5 -- Opinion of John R. Leekley as to the legality of the Securities, the Subordinated
Securities, the Preferred Stock, the Common Stock and the Common Stock to be
issued upon conversion of convertible Subordinated Securities or convertible
Preferred Stock.
12 -- Statement of Computation of Ratio of Earnings to Fixed Charges and Ratio of
Earnings to Combined Fixed Charges and Preferred Stock Dividends.(1)
23.a -- Consent of Coopers & Lybrand L.L.P. relating to the consolidated financial
statements and schedules of MascoTech, Inc.
23.b -- Consent of Coopers & Lybrand L.L.P. relating to the consolidated financial
statements and schedules of TriMas Corporation.
23.c -- Consent of John R. Leekley, which is included as part of Exhibit 5.
24 -- Powers of Attorney, which appear in Part II of this Registration Statement.
25.a -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The
First National Bank of Chicago with respect to Senior Debt Securities.
25.b -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The
First National Bank of Chicago with respect to Subordinated Debt Securities.
</TABLE>

- ------------
(1) Incorporated by reference to the Exhibits filed with MascoTech, Inc.'s
Quarterly Report on Form 10-Q for the quarter ended June 30, 1994.

(2) Incorporated by reference to the Exhibits filed with MascoTech, Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1993.

(3) Incorporated by reference to the Exhibits filed with MascoTech, Inc.'s
Current Report on Form 8-K dated June 22, 1993.

(4) Incorporated by reference to the Exhibits filed with MascoTech, Inc.'s
Registration Statement on Form S-3 (Reg. No. 33-59222) dated March 9, 1993.

MASCOTECH, INC.

AND

THE FIRST NATIONAL BANK OF CHICAGO,
Trustee

____________

INDENTURE

Dated as of ___________, 199_

____________

<PAGE>
<PAGE>
TABLE OF CONTENTS(1)

__________________

Page

PARTIES. . . . . . . . . . . . . . . . . . . . . . 1
RECITALS . . . . . . . . . . . . . . . . . . . . . 1
Authorization of Indenture . . . . . . . . . . . . 1
Compliance with Legal Requirements . . . . . . . . 1
Purpose and Consideration for Indenture. . . . . . 1

ARTICLE ONE.

DEFINITIONS.

SECTION 1.01. Definitions. . . . . . . . . . . . 1
Attributable Debt. . . . . . . . . 2
Authenticating Agent . . . . . . . 2
Board of Directors . . . . . . . . 3
Cash Transaction . . . . . . . . . 3
Commission . . . . . . . . . . . . 3
Company. . . . . . . . . . . . . . 3
Consolidated Net Tangible
Assets . . . . . . . . . . . . . 3
Depositary . . . . . . . . . . . . 4
Event of Default . . . . . . . . . 4
Funded Debt. . . . . . . . . . . . 4
Global Security. . . . . . . . . . 4
Indenture. . . . . . . . . . . . . 4
interest . . . . . . . . . . . . . 5
Officers' Certificate. . . . . . . 5
Opinion of Counsel . . . . . . . . 5
Original Issue Date. . . . . . . . 5
Original Issue Discount
Security . . . . . . . . . . . . 6
Person . . . . . . . . . . . . . . 6
Principal Office of the
Trustee. . . . . . . . . . . . . 6
Principal Property . . . . . . . . 6
Responsible Officer. . . . . . . . 6
Security or Securities;
Outstanding. . . . . . . . . . . 6
___________________
(1) This table of contents shall not, for any purpose, be deemed
to be a part of the Indenture.

i
<PAGE>
<PAGE>

Securityholder . . . . . . . . . . 8
Self-liquidating Paper . . . . . . 8
Subsidiary; Consolidated
Subsidiary . . . . . . . . . . . 8
Trustee. . . . . . . . . . . . . . 9
Trust Indenture Act of 1939. . . . 9
Yield to Maturity. . . . . . . . . 9

ARTICLE TWO.

SECURITIES.

SECTION 2.01 Forms Generally. . . . . . . . . . . . . . . . . 9
SECTION 2.02 Form of Trustee's Certificate
of Authentication. . . . . . . . . . . . . . 10
SECTION 2.03 Amount Unlimited; Issuable
in Series. 10
SECTION 2.04 Authentication and Delivery. . . . . . . . . . . . 13
SECTION 2.05 Date and Denomination of
Securities 16
SECTION 2.06 Execution of Securities. . . . . . . . . . . . . . 17
SECTION 2.07 Exchange and Registration of
Transfer of Securities . . . . . . . . . . . 17
SECTION 2.08 Mutilated, Destroyed, Lost
or Stolen Securities . . . . . . . . . . . . 20
SECTION 2.09 Temporary Securities . . . . . . . . . . . . . . . 22
SECTION 2.10 Cancellation of Securities
Paid, etc. 21

ARTICLE THREE.

PARTICULAR COVENANTS OF THE COMPANY
AND THE TRUSTEE.

SECTION 3.01. Payment of Principal, Premium
and Interest . . . . . . . . . . . . . . . . 22
SECTION 3.02. Offices for Notices and
Payments, etc. . . . . . . . . . . . . . . . 22
SECTION 3.03. Appointments to Fill Vacancies
in Trustee's Office. . . . . . . . . . . . . 23
SECTION 3.04. Provision as to Paying Agent . . . . . . . . . . . 23
SECTION 3.05. Limitations on Liens . . . . . . . . . . . . . . . 24
SECTION 3.06. Limitation on Sale and
Leaseback. 26
SECTION 3.07. Certificate of the Company . . . . . . . . . . . . 27
SECTION 3.08. Securityholders' Lists . . . . . . . . . . . . . . 28
SECTION 3.09. Reports by the Company . . . . . . . . . . . . . . 28
SECTION 3.10. Reports by the Trustee . . . . . . . . . . . . . . 28

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ARTICLE FOUR.

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT.

SECTION 4.01. Events of Default. . . . . . . . . . . . . . . . . 28
SECTION 4.02. Payment of Securities on
Defaults; Suit Therefor. . . . . . . . . . . 31
SECTION 4.03. Application of Moneys
Collected by Trustee . . . . . . . . . . . . 34
SECTION 4.04. Proceedings by Securityholders . . . . . . . . . . 35
SECTION 4.05. Proceedings by Trustee . . . . . . . . . . . . . . 36
SECTION 4.06. Remedies Cumulative and
Continuing 36
SECTION 4.07. Direction of Proceedings and
Waiver of Defaults by
Majority of Securityholders. . . . . . . . . 36
SECTION 4.08. Notice of Defaults . . . . . . . . . . . . . . . . 37
SECTION 4.09. Undertaking to Pay Costs . . . . . . . . . . . . . 38

ARTICLE FIVE.

CONCERNING THE TRUSTEE.

SECTION 5.01. Duties and Responsibilities
of Trustee . . . . . . . . . . . . . . . . 38
SECTION 5.02. Reliance on Documents,
Opinions, etc. . . . . . . . . . . . . . . . 40
SECTION 5.03. No Responsibility for
Recitals, etc. . . . . . . . . . . . . . . . 41
SECTION 5.04. Trustee, Authenticating Agent,
Paying Agents, Transfer
Agents or Registrar May Own
Securities 42
SECTION 5.05. Moneys to be Held in Trust . . . . . . . . . . . . 42
SECTION 5.06. Compensation and Expenses of
Trustee . . . . . . . . . . . . . . . . . 42
SECTION 5.07. Officers' Certificate as
Evidence . . . . . . . . . . . . . . . . 42
SECTION 5.08. Eligibility of Trustee . . . . . . . . . . . . . . 43
SECTION 5.09. Resignation or Removal of
Trustee . . . . . . . . . . . . . . . . . 43
SECTION 5.10. Acceptance by Successor
Trustee . . . . . . . . . . . . . . . . 45
SECTION 5.11. Succession by Merger, etc. . . . . . . . . . . . . 46
SECTION 5.12. Authenticating Agents. . . . . . . . . . . . . . . 47

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ARTICLE SIX.

CONCERNING THE SECURITYHOLDERS.

SECTION 6.01. Action by Securityholders. . . . . . . . . . . . . 49
SECTION 6.02. Proof of Execution by
Securityholders. . . . . . . . . . . . . . . 50
SECTION 6.03. Who Are Deemed Absolute
Owners . . . . . . . . . . . . . . . . . . 50
SECTION 6.04. Securities Owned by Company
Deemed Not Outstanding . . . . . . . . . . . 50
SECTION 6.05. Revocation of Consents;
Future Holders Bound . . . . . . . . . . . . 51

ARTICLE SEVEN.

SECURITYHOLDERS' MEETINGS.

SECTION 7.01. Purpose of Meetings. . . . . . . . . . . . . . . . 52
SECTION 7.02. Call of Meetings by Trustee. . . . . . . . . . . . 52
SECTION 7.03. Call of Meetings by Company
or Securityholders . . . . . . . . . . . . . 53
SECTION 7.04. Qualifications for Voting. . . . . . . . . . . . . 53
SECTION 7.05. Regulations . . . . . . . . . . . . . . . . 53
SECTION 7.06. Voting . . . . . . . . . . . . . . . . 54

ARTICLE EIGHT.

SUPPLEMENTAL INDENTURES.

SECTION 8.01. Supplemental Indentures without
Consent of Securityholders . . . . . . . . . 55
SECTION 8.02. Supplemental Indentures with
Consent of Securityholders . . . . . . . . . 57
SECTION 8.03. Compliance with Trust
Indenture Act; Effect of
Supplemental Indentures. . . . . . . . . . . 58
SECTION 8.04. Notation on Securities . . . . . . . . . . . . . . 58
SECTION 8.05. Evidence of Compliance of
Supplemental Indenture to
be Furnished Trustee . . . . . . . . . . . . 59

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ARTICLE NINE.

CONSOLIDATION, MERGER, SALE, CONVEYANCE
AND LEASE BY THE COMPANY.

SECTION 9.01. Consolidations and Mergers of
Company and Conveyances
Permitted Subject to Certain
Conditions . . . . . . . . . . . . . . . . 59
SECTION 9.02. Successor Corporation to be
Substituted for Company. . . . . . . . . . . 60
SECTION 9.03. Securities to be Secured in
Certain Events . . . . . . . . . . . . . . . 60
SECTION 9.04. Evidence to be Furnished
Trustee . . . . . . . . . . . . . . . . 61

ARTICLE TEN.

SATISFACTION AND DISCHARGE OF INDENTURE.

SECTION 10.01. Discharge of Indenture. . . . . . . . . . . . . . 61
SECTION 10.02. Deposited Moneys to be Held
in Trust by Trustee. . . . . . . . . . . . . 63
SECTION 10.03. Paying Agent to Repay Moneys
Held . . . . . . . . . . . . . . . . 63
SECTION 10.04. Return of Unclaimed Moneys. . . . . . . . . . . . 63

ARTICLE ELEVEN.

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS.

SECTION 11.01. Indenture Securities Solely
Corporate Obligations. . . . . . . . . . . . 64

ARTICLE TWELVE

MISCELLANEOUS PROVISIONS.

SECTION 12.01. Successors . . . . . . . . . . . . . . . . 64
SECTION 12.02. Official Acts by Successor
Corporation . . . . . . . . . . . . . . . . 64
SECTION 12.03. Addresses for Notices, etc. . . . . . . . . . . . 64
SECTION 12.04. New York Contract . . . . . . . . . . . . . . . . 65
SECTION 12.05. Evidence of Compliance with
Conditions Precedent . . . . . . . . . . . . 65
SECTION 12.06. Legal Holidays . . . . . . . . . . . . . . . . 65

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SECTION 12.07. Trust Indenture Act to
Control . . . . . . . . . . . . . . . . 66
SECTION 12.08. Table of Contents, Headings,
etc . . . . . . . . . . . . . . . . 66
SECTION 12.09. Execution in Counterparts . . . . . . . . . . . . 66
SECTION 12.10. No Security Interest Created. . . . . . . . . . . 66

ARTICLE THIRTEEN.

REDEMPTION OF SECURITIES -- MANDATORY
AND OPTIONAL SINKING FUND.

SECTION 13.01. Applicability of Article. . . . . . . . . . . . . 66
SECTION 13.02. Notice of Redemption;
Selection of Securities. . . . . . . . . . . 66
SECTION 13.03. Payment of Securities
Called for Redemption. . . . . . . . . . . . 67
SECTION 13.04. Mandatory and Optional
Sinking Fund . . . . . . . . . . . . . . . . 68

TESTIMONIUM . . . . . . . . . . . . . . . . 72
SIGNATURES . . . . . . . . . . . . . . . . 72
ACKNOWLEDGEMENTS . . . . . . . . . . . . . . . . 73

<PAGE>
<PAGE>
THIS INDENTURE, dated as of ___________, 199_, between MASCOTECH, INC.,
a Delaware corporation (hereinafter sometimes called the "Company"), and The
First National Bank of Chicago, as trustee (hereinafter sometimes called the
"Trustee").

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue from time to time of its unsecured debentures, notes or
other evidence of indebtedness to be issued in one or more series (the
"Securities") up to such principal amount or amounts as may from time to time be
authorized in accordance with the terms of this Indenture and, to provide the
terms and conditions upon which the Securities are to be authenticated, issued
and delivered, the Company has duly authorized the execution of this Indenture;
and

WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms, have been done and performed;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

In consideration of the premises, and the purchase of the Securities by
the holders thereof, 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 or of a series thereof, as follows:

ARTICLE ONE.

DEFINITIONS.

SECTION 1.01. Definitions. The terms defined in this Section 1.01
(except as herein otherwise expressly provided or unless the context otherwise
requires) for all purposes of this Indenture and of any indenture supplemental
hereto shall have the respective meanings specified in this Section 1.01. All
other terms used in this Indenture which are defined in the Trust Indenture Act
of 1939, as amended, or which are by reference therein defined in the Securities
Act of 1933, as amended, shall (except as herein otherwise expressly provided or
unless the context otherwise requires) have the meanings assigned to such terms
in said Trust Indenture Act and in said Securities Act as in force at the date
of this Indenture as originally executed. All accounting terms used herein and
not expressly defined shall have the meanings assigned to such terms in
accordance with generally accepted accounting principles and the term "generally
accepted accounting principles" means such accounting principles as are
generally accepted at the time of any computation. 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.

Attributable Debt:

The term "Attributable Debt" in respect of a sale and leaseback
arrangement, shall mean, at the time of determination, the lesser of (x) the
fair value of the property subject to such arrangement (as determined by the
Board of Directors of the Company) or (y) the present value (discounted at the
rate per annum equal to the interest borne by fixed-rate Securities or the Yield
to Maturity at the time of issuance of any Original Issue Discount Securities
determined on a weighted average basis compounded semi-annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such arrangement (including any period for which such lease
has been extended or may, at the option of the lessor, be extended) after
excluding all amounts required to be paid on account of maintenance and repairs,
insurance, taxes, assessments, water and utility rates and similar charges. In
the case of any such lease which may be terminated by the lessee upon the
payment of a penalty, such net amount shall also include the amount of such
penalty, but no rent shall be considered as required to be paid under such lease
subsequent to the first date upon which it may be so terminated.
Notwithstanding the foregoing, there shall not be deemed to be any Attributable
Debt in respect of a sale and leaseback arrangement if(i) such arrangement
involves property of a type to which Section 3.05 does not apply, (ii) the
Company or a Consolidated Subsidiary would be entitled pursuant to the
provisions of Section 3.05(a) to issue, assume or guarantee Debt (as defined in
said Section 3.05(a)) secured by a mortgage upon the property involved in such
arrangement without equally and ratably securing the Securities, or (iii) the
greater of the net proceeds of such arrangement or the fair market value of the
property so leased has been applied or credited in accordance with clause (b) of
Section 3.06.

Authenticating Agent:

The term "Authenticating Agent" shall mean any agent or agents of the
Trustee which at the time shall be appointed and acting pursuant to Section
5.12.

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Board of Directors:

The term "Board of Directors" shall mean the Board of Directors of the
Company or any committee of such Board duly authorized to act for it hereunder.

Cash Transaction:

The term "Cash Transaction" shall, for the purposes of Section 311 of
the Trust Indenture Act of 1939 (as such Section shall apply to this Indenture),
mean any transaction in which full payment for goods or securities sold is to be
made within seven days after delivery of the goods or securities in currency or
in checks or other orders drawn upon banks or bankers and payable upon demand.

Commission:

The term "Commission" shall mean the Securities and Exchange
Commission.

Company:

The term "Company" shall mean MascoTech, Inc., a Delaware corporation,
and, subject to the provisions of Article Nine, shall include its successors and
assigns.

Consolidated Net Tangible Assets:

The term "Consolidated Net Tangible Assets" shall mean the aggregate
amount of assets (less applicable reserves) of the Company and its Consolidated
Subsidiaries after deducting therefrom (a) all current liabilities (excluding
any such liabilities deemed to be Funded Debt), (b) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and other like
intangibles, and (c) all investments in any Subsidiary other than a Consolidated
Subsidiary, in all cases computed in accordance with generally accepted
accounting principles and which under generally accepted accounting principles
would appear on a consolidated balance sheet of the Company and its Consolidated
Subsidiaries. For purposes of the foregoing, the term "investment in any
Subsidiary other than a Consolidated Subsidiary" shall mean all evidences of
indebtedness, capital stock, other securities, obligation or indebtedness of any
Subsidiary other than a Consolidated Subsidiary owned or held by or owed to the
Company or any Consolidated Subsidiary, except an evidence of indebtedness, an
account receivable or an obligation or indebtedness on open account resulting
directly from the sale of goods or merchandise or services for fair value in the
ordinary

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course of business by the Company or the Consolidated Subsidiary to a Subsidiary
other than a Consolidated Subsidiary.

Depositary:

The term "Depositary" shall mean, with respect to the Securities of any
series issuable or issued in whole or in part in the form of one or more Global
Securities, the Person designated as Depositary by the Company pursuant to
Section 2.03.

Event of Default:

The term "Event of Default" shall mean any event specified in Section
4.01, continued for the period of time, if any, and after the giving of the
notice, if any, therein designated.

Funded Debt:

The term "Funded Debt" shall mean all indebtedness having a maturity of
more than twelve months from the date of the determination thereof or having a
maturity of less than twelve months but by its terms being renewable or
extendible at the option of the borrower beyond twelve months from the date of
such determination (a) for money borrowed or (b) incurred in connection with the
acquisition of any real or personal property, stock, debt or other assets (to
the extent that any of the foregoing acquisition indebtedness is represented by
any notes, bonds, debentures or similar evidences of indebtedness), and for the
payment of which the Company or any Consolidated Subsidiary is directly or
contingently liable, or which is secured by any property of the Company or any
Consolidated Subsidiary.

Global Security:

The term "Global Security" shall mean a Security evidencing all or part
of a series of Securities, issued to the Depositary for such series or its
nominee, and registered in the name of such Depositary.

Indenture:

The term "Indenture" shall mean this instrument as originally executed
or, if amended or supplemented as herein provided, as so amended or
supplemented, or both, and shall include the form and terms of particular series
of Securities established as contemplated hereunder, provided,

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<PAGE>

however, that if at any time more than one Person is acting as Trustee under
this instrument, "Indenture" shall mean with respect to any one or more series
of Securities for which 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 2.03,
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:

The term "interest" shall mean, when used with respect to non-interest
bearing Securities, interest payable after maturity.

Officers' Certificate:

The term "Officers' Certificate" shall mean a certificate signed by the
Chairman of the Board, the President or any Vice President, and by the
Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee. Each such certificate shall comply
with Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 12.05 except to the extent not required by the
provisions of such Section.

Opinion of Counsel:

The term "Opinion of Counsel" shall mean an opinion in writing signed
by legal counsel, who may be an employee of or counsel to the Company, or may be
other counsel acceptable to the Trustee. Each such opinion shall comply with
Section 314 of the Trust Indenture Act of 1939 and include the statements
provided for in Section 12.05 except to the extent not required by the
provisions of such Section.

Original Issue Date:

The term "Original Issue Date" or "original issue date" of any Security
(or any portion thereof) shall mean

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<PAGE>

the earlier of (a) the date of such Security or (b) the date of any Security (or
portion thereof) for which such Security was issued (directly or indirectly) on
registration of transfer, exchange or substitution.

Original Issue Discount Security:

The term "Original Issue Discount Security" shall mean 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 4.01.

Person:

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

Principal Office of the Trustee:

The term "principal office of the Trustee", or other similar term,
shall mean the office of the Trustee at which at any particular time its
corporate trust business shall principally be administered.

Principal Property:

The term "Principal Property" shall mean any manufacturing plant,
research or engineering facility owned or leased by the Company or any
Consolidated Subsidiary which is located within the United States of America or
Puerto Rico, except any such plant or facility which, in the opinion of the
Board of Directors, is not of material importance to the total business
conducted by the Company and its Consolidated Subsidiaries as an entirety.

Responsible Officer:

The term "Responsible Officer", when used with respect to the Trustee,
shall mean any officer of the Trustee authorized to administer its corporate
trust matters.

Security or Securities; Outstanding:

The terms "Security" or "Securities" shall have the meaning stated in
the first recital of this Indenture and more particularly means any security or
securities, as

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<PAGE>

the case may be, authenticated and delivered under this Indenture, provided,
however, that if at any time there is more than one Person acting as Trustee
under this instrument, "Security" or "Securities" with respect to the Indenture
as to which such Person is Trustee shall have the meaning stated in the first
recital of this instrument and shall more particularly mean any securities, as
the case may be, authenticated and delivered under this instrument, exclusive,
however, of securities of any series as to which such Person is not Trustee.

The term "outstanding", when used with reference to Securities, shall,
subject to the provisions of Section 6.04, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee or the Authenticating
Agent under this Indenture, except

(a) Securities theretofore cancelled by the Trustee or the
Authenticating Agent or delivered to the Trustee for cancellation;

(b) Securities, or portions thereof, for the payment or redemption of
which moneys in the necessary amount shall have been deposited in trust with
the Trustee or with any paying agent (other than the Company) or shall have
been set aside and segregated in trust by the Company (if the Company shall
act as its own paying agent); provided that, if such Securities, or portions
thereof, are to be redeemed prior to maturity thereof, notice of such
redemption shall have been given as in Article Thirteen provided or
provisions satisfactory to the Trustee shall have been made for giving such
notice; and

(c) Securities paid or in lieu of or in substitution for which other
Securities shall have been authenticated and delivered pursuant to the terms
of Section 2.08, unless proof satisfactory to the Company and the Trustee is
presented that any such Securities are held by bona fide holders in due
course.

In determining whether the holders of the requisite principal amount of
outstanding Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, the principal amount of an Original Issue
Discount Security that shall be deemed to be outstanding for such purposes shall
be the amount of the principal thereof that would be due and payable as of the
date of such determination upon a declaration of acceleration of the maturity
thereof pursuant to Section 4.01.

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Securityholder:

The terms "Securityholder", "holder of Securities", "Holder", or other
similar terms, shall mean any person in whose name at the time a particular
Security is registered on the register kept by the Company or the Trustee for
that purpose in accordance with the terms hereof.

Self-liquidating Paper:

The term "Self-liquidating Paper" shall, for the purposes of Section
311 of the Trust Indenture Act of 1939 (as such Section shall apply to this
Indenture), mean any draft, bill of exchange, acceptance or obligation which is
made, drawn, negotiated or incurred by the Company for the purpose of financing
the purchase, processing, manufacture, shipment, storage or sale of goods, wares
or merchandise and which is secured by documents evidencing title to, possession
of, or a lien upon the goods, wares or merchandise or the receivables or
proceeds arising from the sale of the goods, wares or merchandise previously
constituting the security, provided the security is received by the Trustee
simultaneously with the creation of the creditor relationship with the Company
arising from the making, drawing, negotiating or incurring of the draft, bill of
exchange, acceptance or obligation.

Subsidiary; Consolidated Subsidiary:

The term "Subsidiary" shall mean any corporation of which at least a
majority of the outstanding stock having by the terms thereof ordinary voting
power to elect a majority of the board of directors of such corporation
(excluding in the computation of such percentage stock of any class or classes
of such corporation which has or might have voting power by reason of the
happening of any contingency) is at the time owned by the Company, or by one or
more Subsidiaries, or by the Company and one or more Subsidiaries.

The term "Consolidated Subsidiary" shall mean each Subsidiary other
than any Subsidiary the accounts of which (i) are not required by generally
accepted accounting principles to be consolidated with those of the Company for
financial reporting purposes, (ii) were not consolidated with those of the
Company in the Company's then most recent annual report to stockholders and
(iii) are not intended by the Company to be consolidated with those of the
Company in

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<PAGE>

its next annual report to stockholders; provided, however, that the term
"Consolidated Subsidiary" shall not include (a) any Subsidiary which is
principally engaged in (i) owning, leasing, dealing in or developing real
property, or (ii) purchasing or financing accounts receivable, making loans,
extending credit or other activities of a character conducted by a finance
company or (b) any Subsidiary, substantially all of the business, properties or
assets of which were acquired after _________________ (by way of merger,
consolidation, purchase or otherwise), unless the Board of Directors thereafter
designates such Subsidiary a Consolidated Subsidiary.

Trustee:

The term "Trustee" shall mean the Person identified as "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,
provided, however, that if at any time there is more than one such Person,
"Trustee" as used with respect to the Securities of any series shall mean only
the Trustee with respect to Securities of that series.

Trust Indenture Act of 1939:

The term "Trust Indenture Act of 1939" shall mean the Trust Indenture
Act of 1939 as in force at the date of execution of this Indenture, except as
provided in Sections 2.03 and 8.03.

Yield to Maturity:

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

ARTICLE TWO.

SECURITIES.

SECTION 2.01. Forms Generally. The Securities of each series shall be
in substantially the form as shall be established by or pursuant to a resolution
of the Board of Directors or in one or more indentures supplemental hereto, in
each case with such appropriate insertions, omissions,

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<PAGE>

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 any law or with any rules made pursuant thereto or with any rules of any
securities exchange or all as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
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 2.02. Form of Trustee's Certificate of Authentication. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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

THE FIRST NATIONAL BANK OF CHICAGO
as Trustee

By ___________________________
Authorized Officer

SECTION 2.03. Amount Unlimited; Issuable in Series. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

The Securities shall rank equally and pari passu and may be issued in
one or more series. There shall be established in or pursuant to a resolution
of the Board of Directors 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

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<PAGE>
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 2.07,
2.08, 2.09, 8.04 or 13.03);

(3) the date or dates on which the principal of and premium, if any,
on the Securities of the series are payable;

(4) the rate or rates at which the Securities of the series shall
bear interest, if any, or the method by which such interest may be
determined, the date or dates from which such interest shall accrue, the
interest payment dates on which such interest shall be payable and the record
dates for the determination of holders to whom interest is payable;

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

(6) the price or prices at which, the period or periods within 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, pursuant to any
sinking fund or otherwise;

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

(8) the right, if any, of the Company to discharge the Indenture as
to the Securities of the series pursuant to Section 10.01(c) or to limit the
Indenture as to the Securities of the series pursuant to the last sentence of
Section 10.01 (and if any sinking fund is applicable to such series, the
obligations of such sinking fund shall survive and be provided for upon the
discharge of the Indenture pursuant to Section 10.01(c) or the limitation of
the Indenture pursuant to the last sentence of Section 10.01);

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

(10) 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 4.01
or provable in bankruptcy pursuant to Section 4.02;

(11) any Events of Default with respect to the Securities of a
particular series, in addition to or in lieu of those set forth herein;

(12) any trustees, authenticating or paying agents, warrant agents,
transfer agents or registrars with respect to the Securities of such series;

(13) if other than the coin or currency in which the Securities of that
series are denominated, the coin or currency, including composite currencies,
in which payment of the principal of or interest on the Securities of such
series shall be payable;

(14) if the principal of or interest on the Securities of such series are
to be payable, at the election of the Company or a Holder thereof, in a coin
or currency other than that in which the Securities are denominated, the
period or periods within which, and the terms and conditions upon which, such
election may be made;

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

(16) whether and under what circumstances the Company will pay additional
amounts on the Securities of the series held by a person who is not a U.S.
person in respect of any tax, assessment or governmental charge withheld or
deducted and, if so, whether the Company will have the option to redeem such
Securities rather than pay such additional amounts;

(17) whether the Securities of the series shall be issued in whole or
part in the form of one or more Global Securities and, in such case, the
Depositary for such Global Security or Securities, which Depositary shall be,
if then required by applicable law or

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regulation, a clearing agency registered under the Securities Exchange Act of
1934, as amended;

(18) if the Securities of such series are to be issuable in definitive
form (whether upon original issue or upon exchange of a temporary Security of
such series) only upon receipt of certain certificates or other documents or
satisfaction of other conditions, the form and terms of such certificates,
documents or conditions; and

(19) any other terms of the series (which terms shall conform to the
requirements of the Trust Indenture Act of 1939 as then in effect, shall not
adversely affect the rights of the Securityholders of any other Securities
then outstanding and shall not be inconsistent with the provisions of this
Indenture).

All Securities of any one series shall be substantially identical
except that the terms contemplated in paragraphs (3), (4), (5), (6), (7), (9),
(10), (13), (14), (15), (17) and (19) above may be determined by the Company
from time to time as to Securities of a series if so provided in or established
pursuant to the authority granted in a resolution of the Board of Directors or
in any such indenture supplemental hereto, and except as may otherwise be
provided in or pursuant to such resolution of the Board of Directors and
(subject to Section 2.04) set forth in such Officers' Certificate, or in any
such indenture supplemental hereto. All Securities of any one series need not
be issued at the same time, and unless otherwise provided, a series may be
reopened for issuance of additional Securities of such series. If all of the
Securities of any series established by action taken pursuant to a resolution of
the Board of Directors are not issued at one time, it shall not be necessary to
deliver a record of such action at the time of issuance of each Security of such
series, but an appropriate record of such action shall be delivered at or prior
to the time of issuance of the first Securities of such series.

SECTION 2.04. Authentication and Delivery. 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, and the Trustee shall thereupon authenticate and deliver said
Securities to or upon the written order of the Company, signed by its Chairman
of the Board of Directors, President, any Vice President, its Treasurer or an
Assistant Treasurer or its Secretary or an Assistant Secretary without any
further action by the

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Company hereunder. To the extent authorized in a resolution of the Board of
Directors and set forth in an Officers' Certificate or established in one or
more supplemental indentures, such written order of the Company may be
electronically transmitted and may provide instructions as to registration of
holders, principal amounts, rates of interest, maturity dates and other matters
contemplated by such resolution of the Board of Directors and Officers'
Certificate or supplemental indenture. In authenticating such Securities, and
accepting the additional responsibilities under this Indenture in relation to
such Securities, the Trustee shall be entitled to receive (in the case of
subparagraphs 2, 3 and 4 below only at or before the time of the first request
of the Company to the Trustee to authenticate Securities of such series), and
(subject to Sections 5.01 and 5.02) shall be fully protected in relying upon:

(1) a copy of any resolution or resolutions of the Board of Directors
relating thereto and, if applicable, an appropriate record of any action
taken pursuant to such resolution, in each case certified by the Secretary or
an Assistant Secretary of the Company;

(2) an executed supplemental indenture, if any;

(3) an Officers' Certificate prepared in accordance with Section
12.05 setting forth the form and terms of the Securities as required pursuant
to Sections 2.01 and 2.03, respectively; and

(4) an Opinion of Counsel prepared in accordance with Section 12.05
which shall also state

(a) that the form of such Securities has been established by or
pursuant to a resolution of the Board of Directors or by a supplemental
indenture as permitted by Section 2.01 in conformity with the
provisions of this Indenture;

(b) that the terms of such Securities have been established by
or pursuant to a resolution of the Board of Directors or by a
supplemental indenture as permitted by Section 2.03 in conformity with
the provisions of this Indenture;

(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,

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will constitute valid and legally binding obligations of the Company;

(d) that all laws and requirements in respect of the execution
and delivery by the Company of the Securities have been complied with
and that authentication and delivery of the Securities by the Trustee
will not violate the terms of this Indenture; and

(e) such other matters as the Trustee may reasonably request.

The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action 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 vice presidents shall determine that
such action would expose the Trustee to personal liability to existing holders.

If the Company shall establish pursuant to Section 2.03 that the
Securities of a series are to be issued in the form of one or more Global
Securities, then the Company shall execute and the Trustee shall, in accordance
with this Section and the written order of the Company with respect to such
series, authenticate and deliver one or more Global Securities that (i) shall
represent and shall be denominated in an amount equal to the aggregate principal
amount of all of the Securities of such series issued and not yet cancelled,
(ii) shall be registered in the name of the Depositary for such Global Security
or Securities or the nominee of such Depositary, (iii) shall be delivered by the
Trustee to such Depositary or pursuant to such Depositary's instructions and
(iv) shall bear a legend substantially to the following effect: "Unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, this Security may not be transferred except as a whole by the
Depositary to the nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary."

Each Depositary designated pursuant to Section 2.03 must, at the time
of its designation and at all times while it serves as Depositary, be a clearing
agency registered under the Securities Exchange Act of 1934 and any other
applicable statute or regulation.

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SECTION 2.05. Date and Denomination of Securities. The Securities
shall be issuable as registered Securities without coupons and in such
denominations as shall be specified as contemplated by Section 2.03. In the
absence of any such specification with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $1,000 and
any multiple thereof. The Securities shall be numbered, lettered, or otherwise
distinguished in such manner or in accordance with such plans as the officers of
the Company executing the same may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof.

Every Security shall be dated the date of its authentication, shall
bear interest, if any, from such date and shall be payable on such dates, in
each case, as contemplated by Section 2.03.

The person in whose name any Security of any series is registered at
the close of business on any record date (as hereinafter defined) with respect
to any interest payment date shall be entitled to receive the interest, if any,
payable on such interest payment date notwithstanding the cancellation of such
Security upon any transfer or exchange subsequent to the record date and prior
to such interest payment date, except that interest shall not be payable to such
person with respect to a Security called for redemption on a redemption date
between a record date and the interest payment date for such interest; provided,
however, that if and to the extent the Company shall default in the payment of
the interest due on such interest payment date, such defaulted interest shall be
paid to the persons in whose names outstanding Securities are registered on a
subsequent record date established by notice given by mail by or on behalf of
the Company to the holders of Securities and the Trustee not less than 15 days
preceding such subsequent record date, such subsequent record date to be not
less than ten days preceding the date of payment of such defaulted interest.
The term "record date" as used in this Section with respect to any interest
payment date shall mean if such interest payment date is the first day of a
calendar month, the fifteenth day of the next preceding calendar month and shall
mean, if such interest payment date is the fifteenth day of a calendar month,
the first day of such calendar month, whether or not such record date is a
business day.

SECTION 2.06. Execution of Securities. The Securities shall be signed
in the name and on behalf of the Company by the manual or facsimile signature of
its Chairman

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of the Board or its President and imprinted with a manual or facsimile of its
corporate seal and attested by the manual or facsimile signature of its
Secretary or an Assistant Secretary. Each such signature upon the Securities
may be in the form of a facsimile signature of any such officer and may be
imprinted or otherwise reproduced on the Securities and for that purpose the
Company may adopt and use the facsimile signature of any person who has been or
is such officer, and in case any such officer of the Company signing any of the
Securities shall cease to be such officer before the Securities so signed shall
have been authenticated and delivered by the Trustee, or disposed of by the
Company, such Securities nevertheless may be authenticated and delivered or
disposed of as though such person had not ceased to be such officer of the
Company. Only such Securities as shall bear thereon a certificate of
authentication substantially in the form hereinbefore recited, executed by the
Trustee or the Authenticating Agent, shall be entitled to the benefits of this
Indenture or be valid or obligatory for any purpose. Such certificate by the
Trustee or the Authenticating Agent upon any Security executed by the Company
shall be conclusive evidence that the Security so authenticated has been duly
authenticated and delivered hereunder and that the holder is entitled to the
benefits of this Indenture.

SECTION 2.07. Exchange and Registration of Transfer of Securities.
Securities of any series (except Global Securities, other than as set forth in
this Section 2.07) may be exchanged for a like aggregate principal amount of
Securities of the same series of other authorized denominations. Securities to
be exchanged may be surrendered at the principal office of the Trustee or at any
office or agency to be maintained by the Company for such purpose as provided in
Section 3.02, and the Company or the Trustee shall execute and register and the
Trustee or the Authenticating Agent shall authenticate and deliver in exchange
therefor the Security or Securities which the Securityholder making the exchange
shall be entitled to receive. Upon due presentment for registration of transfer
of any Security of any series at the principal office of the Trustee or at any
office or agency of the Company maintained for such purpose as provided in
Section 3.02, the Company or the Trustee shall execute and register and the
Trustee or the Authenticating Agent shall authenticate and deliver in the name
of the transferee or transferees a new Security or Securities of the same series
for a like aggregate principal amount. Registration or registration of transfer
of any Security by the Trustee or by any agent of the Company appointed pursuant
to Section 3.02, and delivery of such

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Security, shall be deemed to complete the registration or registration of
transfer of such Security.

The Company or the Trustee shall keep, at the principal office of the
Trustee, a register for each series of Securities issued hereunder in which,
subject to such reasonable regulations as it may prescribe, the Company or the
Trustee shall register all Securities and shall register the transfer of all
Securities as in this Article Two provided. Such register shall be in written
form or in any other form capable of being converted into written form within a
reasonable time.

All Securities presented for registration of transfer or for exchange
or payment shall (if so required by the Company or the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee or the Authenticating Agent duly executed by, the holder or his
attorney duly authorized in writing.

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

The Company or the Trustee shall not be required (i) to issue, register
the transfer of or exchange Securities of any particular series and tenor 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 like tenor and of the series
of which such Security is a part, selected for redemption under Section 13.02
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 any other provisions of this Section 2.07, unless and
until it is exchanged in whole or in part for Securities in definitive
registered form, a Global Security representing all or a portion of the
Securities of a series may not be transferred except as a whole by the
Depositary for such series to a nominee of such Depositary or by a nominee of
such Depositary to such Depositary or another nominee of such Depositary or by
such Depositary or any such nominee to a successor Depositary for such series or
a nominee of such successor Depositary.

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If at any time the Depositary for any Securities of a series
represented by one or more Global Securities notifies the Company that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary for such Securities shall no longer be eligible under
Section 2.03, the Company shall appoint a successor Depositary with respect to
such Securities. If a successor Depositary for such Securities is not appointed
by the Company within 90 days after the Company receives such notice or becomes
aware of such ineligibility, the Company's election pursuant to Section 2.03
that such Securities be represented by one or more Global Securities shall no
longer be effective and the Company will execute, and the Trustee, upon receipt
of a written order of the Company for the authentication and delivery of
definitive Securities of such series, will authenticate and deliver, Securities
of such series in definitive registered form without coupons, in any authorized
denominations, in an aggregate principal amount equal to the principal amount of
the Global Security or Securities representing such Securities in exchange for
such Global Security or Securities.

The Company may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more Global Securities
shall no longer be represented by a Global Security or Securities. In such
event the Company will execute, and the Trustee, upon receipt of a written order
of the Company for the authentication and delivery of the definitive Securities
of such series, will authenticate and deliver, Securities of such series in
definitive registered form without coupons, in any authorized denominations, in
an aggregate principal amount equal to the principal amount of the Global
Security or Securities representing such Securities, in exchange for such Global
Security or Securities.

If specified by the Company pursuant to Section 2.03 with respect to
Securities represented by a Global Security, the Depositary for such Global
Security may surrender such Global Security in exchange in whole or in part for
Securities of the same series in definitive registered form on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service charge,

(i) to the Person specified by such Depositary a new Security or
Securities of the same series, of any authorized denominations as requested
by such Person, in an aggregate principal amount equal to and in

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exchange for such Person's beneficial interest in the Global Security; and

(ii) to such Depositary a new Global Security in a denomination equal
to the difference, if any, between the principal amount of the surrendered
Global Security and the aggregate principal amount of Securities
authenticated and delivered pursuant to clause (i) above.

SECTION 2.08. Mutilated, Destroyed, Lost or Stolen Securities. In
case any temporary or definitive Security shall become mutilated or be
destroyed, lost or stolen, the Company in the case of a mutilated Security
shall, and in the case of a lost, stolen or destroyed Security may in its
discretion, execute, and upon its request the Trustee shall authenticate and
deliver, a new Security of the same series bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated
Security, or in lieu of and in substitution for the Security so destroyed, lost
or stolen. In every case the applicant for a substituted Security shall furnish
to the Company and the Trustee such security or indemnity as may be required by
them to save each of them harmless, and, in every case of destruction, loss or
theft, the applicant shall also furnish to the Company and the Trustee evidence
to their satisfaction of the destruction, loss or theft of such Security and of
the ownership thereof.

The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, 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 connected
therewith. In case any Security which has matured or is about to mature or has
been called for redemption in full shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company and the Trustee such security or indemnity as may be required by them to
save each of them harmless and, in case of destruction, loss or theft, evidence
satisfactory to the Company and to the Trustee of the destruction, loss or theft
of such Security and of the ownership thereof.

Every substituted Security of any series issued pursuant to the
provisions of this Section 2.08 by virtue of

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the fact that any such Security is destroyed, lost or stolen shall constitute an
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Security shall be found at any time, and shall be entitled to all
the benefits of this Indenture equally and proportionately with any and all
other Securities of the same series duly issued hereunder. All Securities shall
be held and owned upon the express condition that, to the extent permitted by
applicable law, the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Securities and
shall preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

SECTION 2.09. Temporary Securities. Pending the preparation of
definitive Securities of any series the Company may execute and the Trustee
shall authenticate and deliver temporary Securities (printed or lithographed).
Temporary Securities shall be issuable in any authorized denomination, and
substantially in the form of the definitive Securities but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all as
may be determined by the Company. Every such temporary Security shall be
executed by the Company and be authenticated by the Trustee upon the same
conditions and in substantially the same manner, and with the same effect, as
the definitive Securities. Without unreasonable delay the Company will execute
and deliver to the Trustee or the Authenticating Agent definitive Securities and
thereupon any or all temporary Securities of such series may be surrendered in
exchange therefor, at the principal office of the Trustee or at any office or
agency maintained by the Company for such purpose as provided in Section 3.02,
and the Trustee or the Authenticating Agent shall authenticate and deliver in
exchange for such temporary Securities a like aggregate principal amount of such
definitive Securities. Such exchange shall be made by the Company at its own
expense and without any charge therefor except that in case of any such exchange
involving a registration of transfer the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto. 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 the same series authenticated and delivered hereunder.

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SECTION 2.10. Cancellation of Securities Paid, etc. All Securities
surrendered for the purpose of payment, redemption, exchange or registration of
transfer or for credit in lieu of retiring Funded Debt pursuant to Section 3.06
shall, if surrendered to the Company or any paying agent, be surrendered to the
Trustee and promptly cancelled by it, or, if surrendered to the Trustee or any
Authenticating Agent, shall be promptly cancelled by it, and no Securities shall
be issued in lieu thereof except as expressly permitted by any of the provisions
of this Indenture. All Securities cancelled by any Authenticating Agent shall
be delivered to the Trustee. The Trustee shall destroy cancelled Securities and
shall deliver a certificate of such destruction to the Company. If the Company
shall acquire any of the Securities, however, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such
Securities unless and until the same are surrendered to the Trustee for
cancellation.

ARTICLE THREE.

PARTICULAR COVENANTS OF THE COMPANY
AND THE TRUSTEE.

SECTION 3.01. 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 or cause to be paid the principal of and premium, if
any, and any interest on each of the Securities of that series at the place, at
the respective times and in the manner provided in such Securities. Each
instalment of interest, if any, on the Securities of any series may be paid by
mailing checks for such interest payable to the order of the holders of
Securities entitled thereto as they appear on the registry books of the Company.

SECTION 3.02. Offices for Notices and Payments, etc. So long as any
of the Securities remains outstanding, the Company will maintain in the Borough
of Manhattan, The City of New York, an office or agency where the Securities of
each series may be presented for payment, an office or agency where the
Securities of that series may be presented for registration of transfer and for
exchange as in this Indenture provided and an office or agency where notices and
demands to or upon the Company in respect of the Securities of that series or of
this Indenture may be served. The Company will give to the Trustee written
notice of the location of any such office or agency and of any change of
location thereof. Until otherwise designated from time to time by the Company
in a notice to the Trustee, or specified as contemplated by Section 2.03, such
office or agency for

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all of the above purposes shall be the principal office of the Trustee. In case
the Company shall fail to maintain any such office or agency in the Borough of
Manhattan, The City of New York, or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the principal office of the Trustee.

In addition to such office or agency, the Company may from time to
time designate one or more offices or agencies outside the Borough of Manhattan,
The City of New York, where the Securities may be presented for registration of
transfer and for exchange in the manner provided in this Indenture, and the
Company may from time to time rescind such designation, as the Company may deem
desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
such office or agency in the Borough of Manhattan, The City of New York, for the
purposes above mentioned. The Company will give to the Trustee prompt written
notice of any such designation or rescission thereof.

SECTION 3.03. Appointments to Fill Vacancies in Trustee's Office. The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 5.09, a Trustee, so that there
shall at all times be a Trustee hereunder.

SECTION 3.04. Provision as to Paying Agent. (a) If the Company shall
appoint a paying agent other than the Trustee with respect to the Securities of
any series, it will cause such paying agent to execute and deliver to the
Trustee an instrument in which such agent shall agree with the Trustee, subject
to the provisions of this Section 3.04:

(1) that it will hold all sums held by it as such agent for the
payment of the principal of and premium, if any, or interest, if any, on the
Securities of such series (whether such sums have been paid to it by the
Company or by any other obligor on the Securities of such series) in trust
for the benefit of the holders of the Securities of such series,

(2) that it will give the Trustee notice of any failure by the
Company (or by any other obligor on the Securities of such series) to make
any payment of the principal of and premium, if any, or interest, if any, on
the Securities of such series when the same shall be due and payable, and

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(3) pay any such sums so held in trust by it to the Trustee upon the
Trustee's written request at any time during the continuance of the failure
referred to in clause (2) above.

(b) If the Company shall act as its own paying agent, it will, on or
before each due date of the principal of and premium, if any, or interest, if
any, on the Securities of any series, set aside, segregate and hold in trust for
the benefit of the holders of the Securities of such series a sum sufficient to
pay such principal, premium or interest so becoming due and will notify the
Trustee of any failure to take such action and of any failure by the Company (or
by any other obligor under the Securities of such series) to make any payment of
the principal of and premium, if any, or interest, if any, on the Securities of
such series when the same shall become due and payable.

(c) Anything in this Section 3.04 to the contrary notwithstanding,
the Company may, at any time, for the purpose of obtaining a satisfaction and
discharge with respect to one or more or all series of Securities hereunder, or
for any other reason, pay or cause to be paid to the Trustee all sums held in
trust for any such series by the Trustee or any paying agent hereunder, as
required by this Section 3.04, such sums to be held by the Trustee upon the
trusts herein contained.

(d) Anything in this Section 3.04 to the contrary notwithstanding,
the agreement to hold sums in trust as provided in this Section 3.04 is subject
to Sections 10.03 and 10.04.

SECTION 3.05. Limitation on Liens. (a) The Company will not, nor
will it permit any Consolidated Subsidiary to, issue, assume or guarantee any
debt for money borrowed or any Funded Debt (hereinafter in this Article Three
referred to as "Debt"), secured by a mortgage, security interest, pledge, lien
or other encumbrance (mortgages, security interests, pledges, liens and other
encumbrances being hereinafter called a "mortgage" or "mortgages") upon any
Principal Property or upon any shares of stock or indebtedness of any
Consolidated Subsidiary which owns or leases a Principal Property (whether such
Principal Property, shares of stock or indebtedness are now owned or hereafter
acquired) without in any such case effectively providing concurrently with the
issuance, assumption or guaranty of any such Debt that the Securities (together
with, if the Company shall so determine, any other indebtedness of or guaranteed
by the Company or such Consolidated Subsidiary ranking equally with the
Securities

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and then existing or thereafter created) shall be secured equally and ratably
with such Debt; provided, however, that the foregoing restrictions shall not
apply to Debt secured by:

(i) mortgages on property, shares of stock or indebtedness of any
corporation existing at the time such corporation becomes a Consolidated
Subsidiary;

(ii) mortgages on property existing at the time of acquisition of such
property by the Company or a Consolidated Subsidiary, or mortgages to secure
the payment of all or any part of the purchase price of such property upon
the acquisition of such property by the Company or a Consolidated Subsidiary
or to secure any Debt incurred by the Company or a Consolidated Subsidiary
prior to, at the time of, or within 120 days after the later of the
acquisition, the completion of construction (including any improvements on an
existing property) or the commencement of commercial operation of such
property, which Debt is incurred for the purpose of financing all or any part
of the purchase price thereof or construction or improvements thereon;
provided, however, that in the case of any such acquisition, construction or
improvement, the mortgage shall not apply to any property theretofore owned
by the Company or a Consolidated Subsidiary, other than any property on which
the property so constructed or the improvement is located or to which the
property so constructed or the improvement is appurtenant;

(iii) mortgages securing Debt of a Consolidated Subsidiary owing to the
Company or to another Consolidated Subsidiary;

(iv) mortgages on property of a corporation existing at the time such
corporation is merged or consolidated with the Company or a Consolidated
Subsidiary or at the time of a sale, lease or other disposition of the
properties of a corporation or firm as an entirety or substantially as an
entirety to the Company or a Consolidated Subsidiary; provided, however, that
no such mortgage shall extend to any other Principal Property of the Company
or any Consolidated Subsidiary or to any shares of capital stock or any
indebtedness of any Consolidated Subsidiary which owns or leases a Principal
Property;

(v) mortgages on property of the Company or a Consolidated Subsidiary
in favor of the United States of America or any State thereof, or any
department,

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agency or instrumentality or political subdivision of the United States of
America or any State thereof, or in favor of any other country, or any
political subdivision thereof, to secure partial, progress, advance or other
payments pursuant to any contract or statute (including Debt of the pollution
control or industrial revenue bond type) or to secure any indebtedness
incurred for the purpose of financing all or any part of the purchase price
or the cost of construction of the property subject to such mortgages; or

(vi) any extension, renewal or replacement (or successive extensions,
renewals or replacements) in whole or in part of mortgages existing at the
date of this Indenture, or any mortgage referred to in the foregoing clauses
(i) through (v), inclusive, provided, however, that the principal amount of
Debt secured thereby shall not exceed the principal amount of Debt so secured
at the time of such extension, renewal or replacement, and that such
extension, renewal or replacement shall be limited to all or a part of the
property which secured the mortgage so extended, renewed or replaced (plus
improvements on such property).

(b) Notwithstanding the foregoing provisions of this Section 3.05,
the Company may, and may permit any Consolidated Subsidiary to, issue, assume or
guarantee Debt secured by a mortgage not excepted by clauses (i) through (vi) of
paragraph (a) above without equally and ratably securing the Securities,
provided, however, that the aggregate principal amount of all such Debt then
outstanding, plus the aggregate principal amount of the Debt then being issued,
assumed, or guaranteed, and the aggregate amount of the Attributable Debt in
respect of sale and lease-back arrangements, shall not exceed 5% of Consolidated
Net Tangible Assets, determined as of a date not more than 90 days prior
thereto.

SECTION 3.06. Limitation on Sale and Leaseback. the Company will not,
nor will it permit any Consolidated Subsidiary to, enter into any arrangement
with any person providing for the leasing by the Company or any Consolidated
Subsidiary of any Principal Property (whether such Principal Property is now
owned or hereafter acquired) (except for leases for a term of not more than
three years and except for leases between the Company and a Consolidated
Subsidiary or between Consolidated Subsidiaries), which property has been or is
to be sold or transferred by the Company or such Consolidated Subsidiary to such
person, unless (a) the

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Company or such Subsidiary would be entitled, pursuant to the provisions of
Section 3.05, to issue, assume or guarantee Debt secured by a mortgage upon such
property at least equal in amount to the Attributable Debt in respect of such
arrangement without equally and ratably securing the Securities or (b) the
Company or a Consolidated Subsidiary, within 120 days of the effective date of
any such arrangement, applies an amount equal to the greater of the net proceeds
of the sale of the Principal Property leased pursuant to such arrangement or the
fair market value of the Principal Property so leased at the time of entering
into such arrangement (as determined by the Board of Directors of the Company)
to the retirement (other than any mandatory retirement or by way of payment at
maturity) of Funded Debt of the Company or any Consolidated Subsidiary (other
than Funded Debt owned by the Company or any Consolidated Subsidiary and other
than Funded Debt subordinated in the payment of principal or interest to the
Securities and except that no Security shall be retired if such retirement of
Securities pursuant to this provision would be prohibited by the resolutions or
supplemental indentures referred to in Section 2.03), provided, however, that in
lieu of applying all or any part of such net proceeds or fair market value to
such retirement, the Company may at its option (i) deliver to the Trustee
Securities theretofore purchased or otherwise acquired by the Company, or (ii)
receive credit for Securities theretofore redeemed pursuant to the resolutions
or supplemental indentures referred to in Section 2.03 hereof, which Securities
have not theretofore been made the basis for the reduction of a sinking fund
payment pursuant to Section 13.04 or applied in lieu of retiring Funded Debt
pursuant hereto. If the Company shall so deliver Securities to the Trustee (or
receive credit for Securities so delivered), the amount of cash which the
Company shall be required to apply to the retirement of Funded Debt pursuant to
this Section 3.06 shall be reduced by an amount equal to the aggregate principal
amount of such Securities.

SECTION 3.07. Certificate of the Company. The Company will furnish to
the Trustee on or before April 1 in each year (beginning with April 1, 199_), so
long as Securities of any series are outstanding hereunder, a brief certificate
(which need not comply with Section 12.05) from the principal executive,
financial or accounting officer of the Company as to his or her knowledge of the
Company's compliance with all conditions and covenants under the Indenture (such
compliance to be determined without regard to any period of grace or requirement
of notice provided under the Indenture).

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SECTION 3.08. Securityholders' Lists. If and so long as the
Trustee shall not be the Security registrar for the Securities of any series,
the Company will furnish or cause to be furnished to the Trustee pursuant to
Section 312 of the Trust Indenture Act of 1939:

(a) semi-annually, not more than 15 days after each record date for
each series of Securities, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Securityholders of such series of
Securities as of such record date (and on dates to be determined pursuant to
Section 2.03 for non-interest bearing Securities in each year); and

(b) at such other times as the Trustee may request in writing, within
thirty 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.

SECTION 3.09. Reports by the Company. The Company covenants to file
with the Trustee, within 15 days after the Company is required to file the same
with the Commission, copies of the annual reports and of the information,
documents, and other reports which the Company may be required to file with the
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934.

SECTION 3.10. Reports by the Trustee. Any Trustee's report required
under Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on
or before July 15 in each year following the date hereof, so long as any
Securities are outstanding hereunder, and shall be dated as of a date convenient
to the Trustee no more than 60 nor less than 45 days prior thereto.

ARTICLE FOUR.

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
ON EVENT OF DEFAULT.

SECTION 4.01. Events of Default. "Event of Default", whenever used
herein with respect to Securities of any series, means any one of the following
events and such other events as may be established with respect to the
Securities of that series as contemplated by Section 2.03 hereof:

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

(b) default in the payment of all or any part of the principal of (or
premium, if any, on) any Securities of that series as and when the same shall
become due and payable either at maturity, upon redemption (including
redemption for the sinking fund), by declaration or otherwise; or

(c) default in the performance, or breach, of any covenant of the
Company in this Indenture (other than a covenant a default in whose
performance or whose breach is elsewhere in this Section specifically dealt
with and other than those set forth exclusively in terms of any particular
series of Securities established as contemplated in this Indenture), and
continuance of such default or breach for a period of 90 days after there has
been given, by registered or certified mail, to the Company by the Trustee or
to the Company and the Trustee by the holders of at least 33% in principal
amount of the outstanding Securities 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

(d) a court having jurisdiction in the premises shall enter a decree
or order for relief in respect of the Company in an involuntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter
in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator (or similar official) of the Company or for any
substantial part of its property, or ordering the winding-up or liquidation
of its affairs and such decree or order shall remain unstayed and in effect
for a period of 90 consecutive days; or

(e) the Company shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, shall
consent to the entry of an order for relief in an involuntary case under any
such law, or shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of the Company or of any substantial part of its property,
or shall make any general assignment for the benefit of creditors, or

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shall fail generally to pay its debts as they become due.

If an Event of Default described in clause (a) or (b) or established
pursuant to Section 2.03 occurs and is continuing, then, and in each and every
such case, unless the principal of all of the Securities of such series shall
have already become due and payable, either the Trustee or the holders of not
less than 33% in aggregate principal amount of the Securities of such series
then outstanding hereunder, by notice in writing to the Company (and to the
Trustee if given by Securityholders), may declare the entire principal (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 the Securities of such series and the interest accrued thereon, if any,
to be due and payable immediately, and upon any such declaration the same shall
become immediately due and payable. If an Event of Default described in clause
(c), (d) or (e) occurs and is continuing, then and in each and every such case,
unless the principal of all the Securities shall have already become due and
payable, either the Trustee or the holders of not less than 33% in aggregate
principal amount of all the Securities then outstanding hereunder (treated as
one class), by notice in writing to the Company (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if any Securities are
Original Issue Discount Securities, such portion of the principal as may be
specified in the terms thereof) of all the Securities then outstanding and
interest accrued thereon, if any, to be due and payable immediately, and upon
any such declaration the same shall become immediately due and payable.

The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as the
case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the moneys due shall have been obtained or
entered as hereinafter provided, the Company shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest, if any,
upon all the Securities of any series (or of all the Securities, as the case may
be) and the principal of and premium, if any, on any and all Securities of such
series (or of all the Securities, as the case may be) which shall have become
due otherwise than by acceleration, with interest upon such principal and
premium, if any, and (to the extent that

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payment of such interest is enforceable under applicable law) on overdue
installments of interest at the same rate as the rate of interest or Yield to
Maturity (in the case of Original Issue Discount Securities) specified in the
Securities of such series, or at the respective rates of interest or Yields to
Maturity of all the Securities, as the case may be, to the date of such payment
or deposit and such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, their respective
agents, attorneys and counsel, as provided in Section 5.06, and if any and all
Events of Default under this Indenture, other than the non-payment of the
principal of or premium, if any, on Securities which shall have become due by
acceleration, shall have been cured, waived or otherwise remedied as provided
herein -- then and in every such case the holders of a majority in aggregate
principal amount of the Securities of such series (or of all the Securities, as
the case may be) then outstanding, by written notice to the Company and to the
Trustee, may waive all defaults with respect to that series (or with respect to
all Securities, as the case may be, in such case, treated as a single class) and
rescind and annul such declaration and its consequences, but no such waiver or
rescission and annulment shall extend to or shall affect any subsequent default
or shall impair any right consequent thereon.

In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the Trustee and the holders of the Securities shall be restored
respectively to their several positions and rights hereunder, and all rights,
remedies and powers of the Company, the Trustee and the holders of the
Securities shall continue as though no such proceeding had been taken.

SECTION 4.02. Payment of Securities on Default; Suit Therefor. The
Company covenants that (a) in case default shall be made in the payment of any
instalment of interest upon any of the Securities of any series as and when the
same shall become due and payable, and such default shall have continued for a
period of 30 days, or (b) in case default shall be made in the payment of the
principal of or premium, if any, on any of the Securities of any series as and
when the same shall have become due and payable, whether at maturity of the
Securities of that series or upon redemption or by declaration or otherwise --
then, upon demand of the Trustee, the Company will pay to the Trustee, for the
benefit of the holders of the Securities of that

series, the whole amount that then shall have become due and payable on all such
Securities of that series for principal and premium, if any, or interest, or
both, as the case may be, with interest upon the overdue principal and premium,
if any, and (to the extent that payment of such interest is enforceable under
applicable law) upon the overdue installments of interest at the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) borne by the Securities of that series, and, in addition thereto,
such further amount as shall be sufficient to cover the costs and expenses of
collection, including reasonable compensation to the Trustee, its agents,
attorneys and counsel, as provided in Section 5.06.

In case the Company shall fail forthwith to pay such amounts upon such
demand, the Trustee, in its own name and as trustee of an express trust, shall
be entitled and empowered to institute any actions or proceedings at law or in
equity for the collection of the sums so due and unpaid, and may prosecute any
such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on such
Securities and collect in the manner provided by law out of the property of the
Company or any other obligor on such Securities wherever situated the moneys
adjudged or decreed to be payable.

In case there shall be pending proceedings for the bankruptcy or for
the reorganization of the Company or any other obligor on the Securities of any
series under Title 11, United States Code, or any other applicable law, or in
case a receiver or trustee (or similar official) shall have been appointed for
the property of the Company or such other obligor, or in the case of any other
similar judicial proceedings relative to the Company or other obligor upon the
Securities of any series, or to the creditors or property of the Company or such
other obligor, the Trustee, irrespective of whether the principal of the
Securities of any series 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 pursuant to the provisions of this Section 4.02, shall be
entitled and empowered, by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of principal and interest
(or, if the Securities of that series are Original Issue Discount Securities
such portion of the principal amount as may be specified by the terms of that
series) owing and unpaid in respect of the Securities of such series and, in
case of any judicial proceedings, to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of

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the Trustee (including any claim for reasonable compensation to the Trustee and
each predecessor Trustee, and their respective agents, attorneys and counsel, as
provided in Section 5.06) and of the Securityholders allowed in such judicial
proceedings relative to the Company or any other obligor on the Securities of
any series or to the creditors or property of the Company or such other obligor,
unless prohibited by applicable law and regulations, to vote on behalf of the
holders of the Securities of any series in any election of a trustee or a
standby trustee in arrangement, reorganization, liquidation or other bankruptcy
or insolvency proceedings or person performing similar functions in comparable
proceedings, and to collect and receive any moneys or other property payable or
deliverable on any such claims, and to distribute the same after the deduction
of its charges and expenses, except to the extent that such charges or expenses
arise from the negligence or bad faith of the same; and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of the
Securityholders 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
Securityholders, to pay to the Trustee such amounts as shall be sufficient to
cover reasonable compensation to the Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, as provided in Section 5.06.

Nothing herein contained shall be construed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan or reorganization, arrangement, adjustment or composition affecting the
Securities of any series or the rights of any holder thereof or to authorize the
Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.

All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof at any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the holders of all
the Securities in respect of which such action was taken.

In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Securities of the series affected thereby and

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it shall not be necessary to make any such holders of the Securities parties to
any such proceedings.

SECTION 4.03. Application of Moneys Collected by Trustee. Any
moneys collected by the Trustee shall be applied in the order following, at the
date or dates fixed by the Trustee for the distribution of such moneys, upon
presentation of the several Securities of any series in respect of which moneys
have been collected, and stamping thereon the payment, if only partially paid,
and upon surrender thereof if fully paid:

FIRST: To the payment of costs and expenses of collection applicable
to each such series and reasonable compensation to the Trustee, its agents,
attorneys and counsel, as provided in Section 5.06;

SECOND: In case the principal of the outstanding Securities in respect
of which moneys have been collected shall not have become due and be unpaid,
to the payment of interest on the Securities of each such series, in the
order of the maturity of the installments of such interest, with interest (to
the extent that payment of such interest is enforceable under applicable law,
and to the extent that such interest has been collected by the Trustee) upon
the overdue installments of interest at the respective rates or Yield to
Maturity (in the case of Original Issue Discount Securities) borne by the
Securities of each such series, such payments to be made ratably to the
persons entitled thereto;

THIRD: In case the principal of the outstanding Securities in respect
of which moneys have been collected shall have become due, by declaration or
otherwise, to the payment of the whole amount then owing and unpaid upon the
Securities of each such series, for principal and premium, if any, and
interest, with interest on the overdue principal and premium, if any, and (to
the extent that payment of such interest is enforceable under applicable law,
and to the extent that such interest has been collected by the Trustee) upon
overdue installments of interest at the respective rates or Yield to Maturity
(in the case of Original Issue Discount Securities) specified in the
Securities of each such series, and in case such moneys shall be insufficient
to pay in full the whole amount so due and unpaid upon the Securities of each
such series, then to the payment of such principal and premium, if any, and
interest without preference or priority of principal and premium, if any,
over

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interest, or of interest over principal and premium, if any, or of any
instalment of interest over any other instalment of interest, or of any
Security of each such series over any other Security of each such series,
ratably to the aggregate of such principal and premium, if any, and accrued
and unpaid interest.

Any surplus then remaining shall be paid to the Company or to such
other person as shall be entitled to receive it.

SECTION 4.04. Proceedings by Securityholders. No holder of any
Security of any series shall have any right by virtue of or by availing of any
provision of this Indenture to institute any suit, action or proceeding in
equity or at law upon or with respect to this Indenture or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless such holder
previously shall have given to the Trustee written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the holders of
not less than 33% in aggregate principal amount of the Securities of that series
then outstanding or, in the case of any Event of Default described in clause
(c), (d) or (e) of Section 4.01, 33% in aggregate principal amount of all
Securities then outstanding shall have made written request upon the Trustee to
institute such action, suit or proceeding in its own name as Trustee hereunder
and shall have offered to the Trustee such reasonable indemnity as it may
require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee for 60 days after its receipt of such notice, request
and offer of indemnity shall have failed to institute any such action, suit or
proceeding, it being understood and intended, and being expressly covenanted by
the taker and holder of every Security with every other taker and holder and the
Trustee, that no one or more holders of Securities of any series 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 holder of
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of the applicable series.

Notwithstanding any other provisions in this Indenture, however, the
right of any holder of any Security to receive payment of the principal of,
premium, if any, and interest, if any, on such Security, on or after the same
shall have become due and payable, or to institute suit for

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the enforcement of any such payment, shall not be impaired or affected without
the consent of such holder.

SECTION 4.05. Proceedings by Trustee. In case of an Event of
Default hereunder the Trustee may in its discretion proceed to protect and
enforce the rights vested in it by this Indenture by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any
of such rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

SECTION 4.06. Remedies Cumulative and Continuing. All powers and
remedies given by this Article Four to the Trustee or to the Securityholders
shall, to the extent permitted by law, be deemed cumulative and not exclusive of
any thereof or of any other powers and remedies available to the Trustee or the
holders of the Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture, and no delay or omission of the Trustee or of any holder of any of
the Securities to exercise any right or power accruing upon any default
occurring and continuing as aforesaid shall impair any such right or power, or
shall be construed to be a waiver of any such default or an acquiescence
therein; and, subject to the provisions of Section 4.04, every power and remedy
given by this Article Four or by law to the Trustee or to the Securityholders
may be exercised from time to time, and as often as shall be deemed expedient,
by the Trustee or by the Securityholders.

SECTION 4.07. Direction of Proceedings and Waiver of Defaults by
Majority of Securityholders. The holders of a majority in aggregate principal
amount of the Securities of any series at the time outstanding shall have the
right to direct the time, method, and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Securities of such series; provided, however,
that (subject to the provisions of Sections 5.01 and 5.02) the Trustee shall
have the right to decline to follow any such direction if the Trustee shall
determine that the action so directed would be unjustly prejudicial to the
holders not taking part in such direction or if the Trustee being advised by
counsel determines 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,

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executive committee, or a trust committee of directors or trustees and/or
Responsible Officers shall determine that the action or proceedings so directed
would involve the Trustee in personal liability. Subject to Section 4.01, the
holders of a majority in aggregate principal amount of the Securities of any
series at the time outstanding may on behalf of the holders of all of the
Securities of such series waive any past default or Event of Default including
any default or Event of Default established pursuant to Section 2.03 (or, in the
case of an event specified in clause (c), (d) or (e) of Section 4.01, the
holders of a majority in aggregate principal amount of all the Securities then
outstanding (voting as one class)) may waive such default or Event of Default,
and its consequences, except a default (a) in the payment of principal of,
premium, if any, or interest on any of the Securities or (b) in respect of
covenants or provisions hereof which cannot be modified or amended without the
consent of the holder of each Security affected. Upon any such waiver the
Company, the Trustee and the holders of the Securities of that series (or of all
Securities, as the case may be) shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right consequent
thereon. Whenever any default or Event of Default hereunder shall have been
waived as permitted by this Section 4.07, said default or Event of Default shall
for all purposes of the Securities of that series (or of all Securities, as the
case may be) and this Indenture be deemed to have been cured and to be not
continuing.

SECTION 4.08. Notice of Defaults. The Trustee shall, within 90 days
after the occurrence of a default with respect to any of the Securities of any
series, give to the Securityholders of that series, as the names and addresses
of such holders appear upon the Securities register, notice by mail of all
defaults with respect to that series known to the Trustee, unless such defaults
shall have been cured before the giving of such notice (the term "defaults" for
the purpose of this Section 4.08 being hereby defined to be the events specified
in clauses (a), (b), (c), (d) and (e) of Section 4.01, not including periods of
grace, if any, provided for therein, and irrespective of the giving of written
notice specified in clause (c) of Section 4.01); and provided that, except in
the case of default in the payment of the principal of, premium, if any, or
interest on any of the Securities of such series, or in the payment of any
sinking or purchase fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors or trustees, the executive committee, or a trust

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committee of directors or trustees and/or Responsible Officers of the Trustee in
good faith determine that the withholding of such notice is in the interests of
the Securityholders of such series, and provided further, that in the case of
any default of the character specified in Section 4.01(c) no such notice to
Securityholders shall be given until at least 90 days after the occurrence
thereof but shall be given within 120 days after such occurrence.

SECTION 4.09. Undertaking to Pay 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 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 in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 4.09 shall not apply to
any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders of any series holding in the
aggregate more than 10% in principal amount of the Securities of that series
(or, in the case of any suit relating to or arising under clause (c), (d) or (e)
of Section 4.01, 10% in aggregate principal amount of all Securities)
outstanding, or to any suit instituted by any Securityholder for the enforcement
of the payment of the principal of or premium, if any, or interest on any
Security against the Company on or after the same shall have become due and
payable.

ARTICLE FIVE.

CONCERNING THE TRUSTEE.

SECTION 5.01. Duties and Responsibilities of Trustee. With respect
to any series of Securities issued hereunder, the Trustee, prior to the
occurrence of an Event of Default with respect to Securities of that series and
after the curing or waiving of all Events of Default which may have occurred
with respect to Securities of that series, undertakes to perform such duties and
only such duties as are specifically set forth in this Indenture with respect to
such series. In case an Event of Default with respect to the Securities of a
series has occurred (which has not been cured or waived) the Trustee shall
exercise such of the

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rights and powers vested in it by this Indenture with respect to such series,
and use the same degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of his own affairs.

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

(a) prior to the occurrence of an Event of Default with respect to
the Securities of a series and after the curing or waiving of all Events of
Default with respect to that series which may have occurred

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

(2) in the absence of bad faith on the part of the Trustee, the
Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture; but, in the case of any such
certificates or opinions which by any provision hereof are specifically
required to be furnished to the Trustee, the Trustee shall be under a
duty to examine the same to determine whether or not they conform to
the requirements of this Indenture;

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

(c) the Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith, in accordance with the direction
of the Securityholders pursuant to Section 4.07, relating to

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the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee, under this Indenture.

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

The provisions of this Section 5.01 are in furtherance of and subject
to Sections 315 and 316 of the Trust Indenture Act of 1939.

SECTION 5.02. Reliance on Documents, Opinions, etc. In furtherance of
and subject to the Trust Indenture Act of 1939, and subject to Section 5.01:

(a) the Trustee may rely and shall be protected in acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, bond, note, debenture 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, direction, order or demand of the Company mentioned
herein shall be sufficiently evidenced by an Officers' Certificate (unless
other evidence in respect thereof be herein specifically prescribed); and any
resolution of the Board of Directors may be evidenced to the Trustee by a
copy thereof certified by the Secretary or an Assistant Secretary of the
Company;

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

(d) the Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request, order or
direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby;

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(e) the Trustee shall not be liable for any action taken or omitted
by it in good faith and believed by it to be authorized or within the
discretion or rights or powers conferred upon it by this Indenture;

(f) prior to the occurrence of an Event of Default hereunder and
after the curing or waiving of all Events of Default, 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, consent, order, approval, bond, debenture, coupon or other paper or
document, unless requested in writing to do so by the holders of not less
than a majority in principal amount of the Securities of all series affected
then outstanding; provided, however, that if the payment within a reasonable
time to the Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the
Trustee, not reasonably assured to the Trustee by the security afforded to it
by the terms of this Indenture, the Trustee may require reasonable indemnity
against such expense or liability as a condition to so proceeding;

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

(h) the Trustee shall not be deemed to have knowledge or notice of
any Event of Default or default with respect to any series of Securities
unless a Responsible Officer of the Trustee has actual knowledge thereof or
unless holders of not less than 33% in aggregate principal amount of the
outstanding Securities of that series shall have notified the Trustee
thereof.

SECTION 5.03. No Responsibility for Recitals, etc. The recitals
contained herein and in the Securities (except as to the date of the Security
and except in the certificate of authentication of the Trustee or the
Authenticating Agent) shall be taken as the statements of the Company, and the
Trustee and the Authenticating Agent assume no responsibility for the
correctness of the same. The Trustee and the Authenticating Agent make no

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representations as to the validity or sufficiency of this Indenture or of the
Securities. The Trustee and the Authenticating Agent shall not be accountable
for the use or application by the Company of any Securities or the proceeds of
any Securities authenticated and delivered by the Trustee or the Authenticating
Agent in conformity with the provisions of this Indenture.

SECTION 5.04. Trustee, Authenticating Agent, Paying Agents, Transfer
Agents or Registrar May Own Securities. The Trustee or any Authenticating Agent
or any paying agent or any transfer agent or any Securities registrar, in its
individual or any other capacity, may become the owner or pledgee of Securities
with the same rights it would have if it were not Trustee, Authenticating Agent,
paying agent, transfer agent or Securities registrar.

SECTION 5.05. Moneys to be Held in Trust. Subject to the provisions
of Section 10.04, all moneys received by the Trustee or any paying agent shall,
until used or applied as herein provided, be held in trust for the purpose for
which they were received, but need not be segregated from other funds except to
the extent required by law. The Trustee and any paying agent 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 the Chairman of the
Board of Directors, the President, any Vice President, the Treasurer or any
Assistant Treasurer of the Company.

SECTION 5.06. Compensation and Expenses of Trustee. The Company
covenants and agrees to pay to the Trustee from time to time, and the Trustee
shall be entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust), and the Company will pay or reimburse the Trustee upon its request for
all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ and any amounts it paid to any
Authenticating Agent pursuant to Section 5.12). Notwithstanding anything in
this Indenture to the contrary, the Company will have no obligation to reimburse
the Trustee for any such expense, disbursement or advance arising from the
negligence or bad faith of the Trustee. If any property other than cash shall
at any time be subject to the lien of

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this Indenture, the Trustee, if and to the extent authorized by a receivership
or bankruptcy court of competent jurisdiction or by the supplemental instrument
subjecting such property to such lien, shall be entitled to make advances for
the purpose of preserving such property or of discharging tax liens or other
prior liens or encumbrances thereon. The Company also covenants to indemnify
each of the Trustee and any predecessor Trustee for, and to hold each of them
harmless against, any loss, liability or expense arising out of or in connection
with the acceptance or administration of this trust and the performance of its
duties hereunder, including the costs and expenses of defending itself against
any claim of liability in the premises, except to the extent such loss,
liability or expense is due to the negligence or bad faith of the Trustee or
such predecessor Trustee. The obligations of the Company under this Section
5.06 to compensate the Trustee and to pay or reimburse the Trustee for expenses,
disbursements and advances shall constitute additional indebtedness hereunder.
Such additional indebtedness shall be secured by a claim 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.

SECTION 5.07. Officers' Certificate as Evidence. Except as otherwise
provided in Section 5.01 and 5.02, whenever in the administration of the
provisions of this Indenture the Trustee shall deem it necessary or desirable
that a matter be proved or established prior to taking or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such Certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken or omitted by it under the
provisions of this Indenture upon the faith thereof.

SECTION 5.08. Eligibility of Trustee. The Trustee hereunder shall at
all times be a corporation having a combined capital and surplus of at least
$5,000,000, and which is eligible in accordance with the provisions of Section
310(a) of the Trust Indenture Act of 1939. If such corporation publishes
reports of condition at least annually, pursuant to law or to the requirements
of a Federal, State, Territorial or District of Columbia supervising or
examining authority, then for the purposes of this Section 5.08 the combined
capital and surplus of such

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corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.

SECTION 5.09. Resignation or Removal of Trustee. (a) The Trustee, or
any trustee or trustees hereafter appointed, may at any time resign with respect
to one or more or all series of Securities by giving written notice of such
resignation to the Company and by mailing notice thereof to the holders of the
applicable series of Securities at their addresses as they shall appear on the
Securities register. Upon receiving such notice of resignation, the Company
shall promptly appoint a successor trustee or trustees with respect to the
applicable series by written instrument, in duplicate, executed by order of its
Board of Directors, one copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor trustee. If no successor
trustee shall have been so appointed with respect to any series of Securities
and have accepted appointment within 60 days after the mailing of such notice of
resignation to the affected Securityholders, the resigning Trustee may petition
any court of competent jurisdiction for the appointment of a successor trustee,
or any Securityholder who has been a bona fide holder of a Security or
Securities of the applicable series for at least six months may, subject to the
provisions of Section 4.09, on behalf of himself and all others similarly
situated, petition any such court for the appointment of a successor trustee.
Such court may thereupon, after such notice, if any, as it may deem proper and
prescribe, appoint a successor trustee.

(b) In case at any time any of the following shall occur -

(1) the Trustee shall fail to comply with the provisions of
Section 310(b) of the Trust Indenture Act of 1939 with respect to any
series of Securities after written request therefor by the Company or
by any Securityholder who has been a bona fide holder of a Security or
Securities for at least six months, or

(2) the Trustee shall cease to be eligible in accordance with
the provisions of Section 310(a) of the Trust Indenture Act of 1939 and
shall fail to resign after written request therefor by the Company or
by any such Securityholder, or

(3) the Trustee shall become incapable of acting, or shall be
adjudged a bankrupt or

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insolvent, or a receiver of the Trustee or of its property shall be
appointed, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,

then, in any such case, the Company may remove such Trustee with respect to any
series of Securities and 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 Trustee so removed and one copy to the
successor trustee, or, subject to Section 315(e) of the Trust Indenture Act of
1939, any Securityholder who has been a bona fide holder of a Security or
Securities of a particular series 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 such Trustee with respect to such series of
Securities and the appointment of a successor trustee. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe,
remove the Trustee and appoint a successor trustee.

(c) The holders of a majority in aggregate principal amount of the
Securities of one or more series (each series voting as a class) or all series
(voting as one class) at the time outstanding may at any time remove the Trustee
with respect to the applicable series of Securities or all series, as the case
may be, and nominate a successor trustee with respect to the applicable series
of Securities or all series, as the case may be, which shall be deemed appointed
as successor trustee with respect to the applicable series unless within ten
days after such nomination the Company objects thereto, in which case the
Trustee so removed or any Securityholder of the applicable series, upon the
terms and conditions and otherwise as in subdivision (a) of this Section 5.09
provided, may petition any court of competent jurisdiction for an appointment of
a successor trustee with respect to such series.

(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section 5.09 shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 5.10.

SECTION 5.10. Acceptance by Successor Trustee. Any successor trustee
appointed as provided in Section 5.09 shall execute, acknowledge and deliver to
the Company and to its predecessor Trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or

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removal of the predecessor Trustee with respect to all or any applicable series
shall become effective and such successor trustee, without any further act, deed
or conveyance, shall become vested with all the rights, powers, duties and
obligations with respect to such series of its predecessor hereunder, with like
effect as if originally named as trustee herein; but, nevertheless, on the
written request of the Company or of the successor trustee, the Trustee ceasing
to act shall, upon payment of any amounts then due it pursuant to the provisions
of Section 5.06, execute and deliver an instrument transferring to such
successor trustee all the rights and powers of the Trustee so ceasing to act.
Upon request of any such successor trustee, the Company shall execute any and
all instruments in writing for more fully and certainly vesting in and
confirming to such successor trustee all such rights and powers. Any Trustee
ceasing to act shall, nevertheless, retain a claim upon all property or funds
held or collected by such Trustee to secure any amounts then due it pursuant to
the provisions of Section 5.06.

If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Company, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and 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 trust 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.

Upon acceptance of appointment by a successor trustee as provided in
this Section 5.10, the Company shall mail notice of the succession of such
trustee hereunder to the holders of Securities of any applicable series at their
addresses as they shall appear on the Securities register. If the Company fails
to mail such notice within ten days after the acceptance of appointment by the
successor trustee, the successor trustee shall cause such notice to be mailed at
the expense of the Company.

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SECTION 5.11. Succession by Merger, etc. 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 of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder without the execution or filing of any paper
or any further act on the part of any of the parties hereto.

In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the certificate of authentication of any predecessor Trustee, and deliver
such Securities so authenticated; and in case at that time any of the Securities
of any series shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor hereunder
or in the name of the successor trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Securities of such series
or in this Indenture provided that the certificate of the Trustee shall have;
provided, however, that the right to adopt the certificate of authentication of
any predecessor Trustee or authenticate Securities of any series in the name of
any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

SECTION 5.12. Authenticating Agents. There may be one or more
Authenticating Agents appointed by the Trustee upon the request of the Company
with power to act on the Trustee's behalf and subject to its direction in the
authentication and delivery of Securities of any series issued upon exchange or
transfer thereof as fully to all intents and purposes as though any such
Authenticating Agent had been expressly authorized to authenticate and deliver
Securities of such series; provided, that the Trustee shall have no liability to
the Company for any acts or omissions of the Authenticating Agent with respect
to the authentication and delivery of Securities of any series. Any such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States or of any State or Territory
thereof or of the District of Columbia authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of at least
$5,000,000 (except that such requirement as to combined capital and surplus
shall not apply in the case that the Authenticating Agent is First Chicago Trust

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Company of New York) and being subject to supervision or examination by Federal,
State, Territorial or District of Columbia authority. If such corporation
publishes reports of condition at least annually pursuant to law or the
requirements of such authority, then for the purposes of this Section 5.12 the
combined capital and surplus of such corporation 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, it shall resign immediately
in the manner and with the effect herein specified in this Section.

Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 5.12, without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent.

Any Authenticating Agent may at any time resign with respect to one or
more or all series of Securities by giving written notice of resignation to the
Trustee and to the Company. The Trustee may at any time terminate the agency of
any Authenticating Agent with respect to one or more or all series of Securities
by giving written notice of termination to such Authenticating Agent and to the
Company. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time any Authenticating Agent shall cease to be
eligible under this Section 5.12, the Trustee may, and upon the request of the
Company shall, promptly appoint a successor Authenticating Agent with respect to
the applicable series eligible under this Section 5.12, shall give written
notice of such appointment to the Company and shall mail notice of such
appointment to all holders of the applicable series of Securities as the names
and addresses of such holders appear on the Securities register. Any successor
Authenticating Agent with respect to all or any series upon acceptance of its
appointment hereunder shall become vested with all rights, powers, duties and
responsibilities with respect to such series of its predecessor hereunder, with
like effect as if originally named as Authenticating Agent herein.

The Trustee agrees to pay to any Authenticating Agent from time to time
reasonable compensation for its

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services, and the Trustee shall be entitled to be reimbursed for such payments,
subject to Section 5.06. Any Authenticating Agent shall have no responsibility
or liability for any action taken by it as such in accordance with the
directions of the Trustee.

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.

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By
as Authenticating Agent
for the Trustee

By
Authorized Officer

ARTICLE SIX.

CONCERNING THE SECURITYHOLDERS.

SECTION 6.01. Action by Securityholders. Whenever in this Indenture
it is provided that the holders of a specified percentage in aggregate principal
amount of the Securities of any or all series may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action) the fact that at the time of taking any such
action the holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar tenor
executed by such Securityholders in person or by agent or proxy appointed in
writing, or (b) by the record of such holders of Securities voting in favor
thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of Article Seven, or (c) by a combination of such
instrument or instruments and any such record of such a meeting of such
Securityholders.

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SECTION 6.02. Proof of Execution by Securityholders. Subject to the
provisions of Sections 5.01, 5.02 and 7.05, proof of the execution of any
instrument by a Securityholder or his agent or proxy shall be sufficient if made
in accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
ownership of Securities shall be proved by the Securities register or by a
certificate of the Securities registrar.
The Company may set a record date for purposes of determining the identity of
holders of Securities of any series entitled to vote or consent to any action
referred to in Section 6.01, which record date may be set at any time or from
time to time by notice to the Trustee, for any date or dates (in the case of any
adjournment or reconsideration) not more than 60 days nor less than five days
prior to the proposed date of such vote or consent, and thereafter,
notwithstanding any other provisions hereof, only holders of Securities of such
series of record on such record date shall be entitled to so vote or give such
consent or revoke such vote or consent.

The record of any Securityholders' meeting shall be provided in the
manner provided in Section 7.06.

SECTION 6.03. Who are Deemed Absolute Owners. The Company, the
Trustee, any Authenticating Agent, any paying agent, any transfer agent and any
Securities registrar may deem the person in whose name such Security shall be
registered upon the Securities register to be, and may treat him as, the
absolute owner of such Security (whether or not such Security shall be overdue
and notwithstanding any notation of ownership or other writing thereon) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and any interest on such Security and for all other purposes; and neither
the Company nor the Trustee nor any Authenticating Agent nor any paying agent
nor any transfer agent nor any Securities registrar shall be affected by any
notice to the contrary. All such payments so made to any holder for the time
being or upon his order shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for moneys payable upon
any such Security.

SECTION 6.04. Securities Owned by Company Deemed Not Outstanding. In
determining whether the holders of the requisite aggregate principal amount of
Securities have concurred in any direction, consent or waiver under this
Indenture, Securities which are owned by the Company or any other obligor on the
Securities or by any person directly or

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indirectly controlling or controlled by or under direct or indirect common
control with the Company or any other obligor on the Securities shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination; provided that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, only
Securities which a Responsible Officer knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 6.04 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Securities and that the pledgee is not the Company or any such other
obligor or person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company or any such other obligor.
Upon request of the Trustee, the Company shall furnish to the Trustee promptly
an Officers' Certificate listing and identifying all Securities, if any, known
by the Company to be owned or held by or for the account of any of the above-
described persons; and, subject to the provisions of Section 5.01, the Trustee
shall be entitled to accept such Officers' Certificate as conclusive evidence of
the facts therein set forth and of the fact that all Securities not listed are
outstanding for the purpose of any such determination.

SECTION 6.05. Revocation of Consents; Future Holders Bound. At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 6.01, of the taking of any action by the holders of the percentage in
aggregate principal amount of the Securities specified in this Indenture in
connection with such action, any holder of a Security (or any Security issued in
whole or in part in exchange or substitution therefor) who consented to such
action may, by filing written notice with the Trustee at its principal office
and upon proof of holding as provided in Section 6.02, revoke such action so far
as concerns such Security (or so far as concerns the principal amount
represented by any exchanged or substituted Security). Except as aforesaid any
such action taken by the holder of any Security shall be conclusive and binding
upon such holder and upon all future holders and owners of such Security, and of
any Security issued in exchange or substitution therefor, irrespective of
whether or not any notation in regard thereto is made upon such Security or any
Security issued in exchange or substitution therefor. Any action taken by the
holders of the percentage in aggregate principal amount of the Securities
specified in this Indenture in connection with such action shall be conclusively
binding upon the Company, the Trustee with

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respect to such Securities and the holders of such Securities.

ARTICLE SEVEN.

SECURITYHOLDERS' MEETINGS.

SECTION 7.01. Purposes of Meetings. A meeting of Securityholders of
any or all series may be called at any time and from time to time pursuant to
the provisions of this Article Seven for any of the following purposes:

(a) to give any notice to the Company or to the Trustee, or to
give any directions to the Trustee, or to consent to the waiving of any
default hereunder and its consequences, or to take any other action
authorized to be taken by Securityholders pursuant to any of the
provisions of Article Four;

(b) to remove the Trustee and nominate a successor Trustee
pursuant to the provisions of Article Five;

(c) to consent to the execution of an indenture or indentures
supplemental hereto pursuant to the provisions of Section 8.02; or

(d) to take any other action authorized to be taken by or on
behalf of the holders of any specified aggregate principal amount of
such Securities under any other provisions of this Indenture or under
applicable law.

SECTION 7.02. Call of Meetings by Trustee. The Trustee may at any
time call a meeting of Securityholders of any or all series to take any action
specified in Section 7.01, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, as the Trustee shall determine.
Notice of every meeting of the Securityholders of any or all series, setting
forth the record date, time and the place of such meeting and in general terms
the action proposed to be taken at such meeting, shall be mailed to holders of
Securities of each series affected at their addresses as they shall appear on
the Securities register of each series affected. Such notice shall be mailed
not less than 20 nor more than 90 days prior to the date fixed for the meeting.

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SECTION 7.03. Call of Meetings by Company or Securityholders. In case
at any time the Company pursuant to a resolution of the Board of Directors, or
the holders of at least 20% in aggregate principal amount of the Securities of
any or all series, as the case may be, then outstanding, shall have requested
the Trustee to call a meeting of Securityholders of any or all series, as the
case may be, by written request setting forth in reasonable detail the action
proposed to be taken at the meeting, and the Trustee shall not have mailed the
notice of such meeting within 20 days after receipt of such request, then the
Company or such Securityholders, as the case may be, may determine the time and
the place in said Borough of Manhattan for such meeting and may call such
meeting to take any action authorized in Section 7.01, by mailing notice thereof
as provided in Section 7.02.

SECTION 7.04. Qualifications for Voting. To be entitled to vote at
any meeting of Securityholders a Person shall be (a) a holder of one or more
Securities with respect to which the meeting is being held or (b) a Person
appointed by an instrument in writing as proxy by such a holder of one or more
such Securities. The only Persons who shall be entitled to be present or to
speak at any meeting of Securityholders shall be the Persons entitled to vote at
such meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.

SECTION 7.05. Regulations. Notwithstanding any other provisions of
this Indenture, the Trustee may make such reasonable regulations as it may deem
advisable for any meeting of Securityholders, in regard to proof of the holding
of Securities and of the appointment of proxies, and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall think fit.

The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Securityholders as provided in Section 7.03, in which case the
Company or the Securityholders calling the meeting, as the case may be, shall in
like manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

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Subject to the provisions of Section 6.04, at any meeting each holder
of Securities with respect to which such meeting is being held or proxy therefor
shall be entitled to one vote for each $1,000 principal amount (or in the case
of Original Issue Discount Securities, such principal amount to be determined as
provided in the definition of "Outstanding") of Securities held or represented
by him; provided, however, that no vote shall be cast or counted at any meeting
in respect of any Security challenged as not outstanding and ruled by the
chairman of the meeting to be not outstanding. The chairman of the meeting
shall have no right to vote other than by virtue of Securities held by him or
instruments in writing as aforesaid duly designating him as the person to vote
on behalf of other Securityholders. At any meeting of Securityholders, the
presence of Persons holding or representing Securities in an aggregate principal
amount sufficient to take action on the business for the transaction of which
such meeting was called shall constitute a quorum, but, if less than a quorum is
present, the Persons holding or representing a majority in aggregate principal
amount of the Securities represented at the meeting and entitled to vote may
adjourn such meeting with the same effect, for all intents and purposes, as
though a quorum had been present. Any meeting of Securityholders duly called
pursuant to the provisions of Section 7.02 or 7.03 may be adjourned from time to
time by a majority of those present, whether or not constituting a quorum, and
the meeting may be held as so adjourned without further notice.

SECTION 7.06. Voting. The vote upon any resolution submitted to any
meeting of holders of Securities with respect to which such meeting is being
held shall be by written ballots on which shall be subscribed the signatures of
such holders or of representatives by proxy and the serial number or numbers of
the Securities held or represented by them. The permanent chairman of the
meeting shall appoint two inspectors of votes who shall count all votes cast at
the meeting for or against any resolution and who shall make and file with the
secretary of the meeting their verified written reports in triplicate of all
votes cast at the meeting. A record in duplicate of the proceedings of each
meeting of Securityholders shall be prepared by the secretary of the meeting and
there shall be attached to said record the original reports of the inspectors of
votes on any vote by ballot taken thereat and affidavits by one or more persons
having knowledge of the facts setting forth a copy of the notice of the meeting
and showing that said notice was mailed as provided in Section 7.02. The record
shall show the serial numbers of the Securities voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of

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the permanent chairman and secretary of the meeting and one of the duplicates
shall be delivered to the Company and the other to the Trustee to be preserved
by the Trustee, the latter to have attached thereto the ballots voted at the
meeting.

Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

ARTICLE EIGHT.

SUPPLEMENTAL INDENTURES.

SECTION 8.01. Supplemental Indentures without Consent of
Securityholders. The Company, when authorized by a resolution of the Board of
Directors, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto for one or more of the following
purposes:

(a) to evidence the succession of another corporation to the
Company, or successive succession, and the assumption by the successor
corporation of the covenants, agreements and obligations of the Company
pursuant to Article Nine hereof;

(b) to add to the covenants of the Company such further covenants,
restrictions or conditions for the protection 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 for the benefit of such series) as the Board of
Directors and the Trustee shall consider to be for the protection of the
holders of such Securities, and to make the occurrence, or the occurrence
and continuance, of a default in any of such additional covenants,
restrictions or conditions a default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this
Indenture as herein set forth; provided, however, that in respect of any
such additional covenant, restriction or condition such supplemental
indenture may provide for a particular period of grace after default
(which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate

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enforcement upon such default or may limit the remedies available to the
Trustee upon such default;

(c) to provide for the issuance under this Indenture of Securities
in coupon form (including Securities registrable as to principal only) and
to provide for exchangeability of such Securities with the Securities
issued hereunder in fully registered form and to make all appropriate
changes for such purpose;

(d) to convey, transfer, assign, mortgage or pledge to the Trustee
as security for the Securities any property or assets which the Company
may desire or may be required to convey, transfer, assign, mortgage or
pledge in accordance with the provisions of Section 3.05 or Section 9.03;

(e) to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in
any supplemental indenture, or to make other provisions in regard to
matters or questions arising under this Indenture or to make any other
changes hereto; provided that any such action shall not adversely affect
the interests of the holders of the Securities in any material respect;

(f) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 2.03; and

(g) 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 5.10.

The Trustee is hereby authorized to join with the Company in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer and assignment of any property thereunder, but the Trustee
shall not be obligated to, but may in its

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discretion, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Any supplemental indenture authorized by the provisions of this Section
8.01 may be executed by the Company and the Trustee without the consent of the
holders of any of the Securities at the time outstanding, notwithstanding any of
the provisions of Section 8.02.

SECTION 8.02. Supplemental Indentures with Consent of Securityholders.
With the consent (evidenced as provided in Section 6.01) of the holders of not
less than 66 2/3% in aggregate principal amount of the Securities at the time
outstanding of all series affected by such supplemental indenture (voting as a
class), the Company, when authorized by a resolution of the Board of Directors,
and the Trustee may from time to time and at any time 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 any supplemental indenture or of modifying in any manner the rights of the
holders of the Securities of each series so affected; provided, however, that no
such supplemental indenture shall (i) extend the final maturity of any Security,
or reduce the rate or extend the time of payment of interest thereon, or reduce
the principal amount thereof or any premium thereon, or reduce any amount
payable on redemption thereof, or make the principal thereof or any interest or
premium thereon payable in any coin or currency other than that provided in the
Securities, or reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon an acceleration of the maturity
thereof pursuant to Section 4.01 or the amount thereof provable in bankruptcy
pursuant to Section 4.02, or impair or affect the right of any Securityholder to
institute suit for payment thereof or the right of repayment, if any, at the
option of the holder, without the consent of the holder of each Security so
affected, or (ii) reduce the aforesaid percentage of Securities the holders of
which are required to act pursuant to Section 4.07 or to consent to any such
supplemental indenture, without the consent of the holders of each Security then
affected.

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 Securityholders of such series with respect to such covenant or
provision, shall be deemed not

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to affect the rights under this Indenture of the Securityholders of any other
series.

Upon the request of the Company accompanied by a copy of a resolution
of the Board of Directors certified by its Secretary or Assistant Secretary
authorizing the execution of any such supplemental indenture, and upon the
filing with the Trustee of evidence of the consent of Securityholders as
aforesaid, the Trustee shall join with the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee's
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee may in its discretion, but shall not be obligated to, enter
into such supplemental indenture.

It shall not be necessary for the consent of the Securityholders under
this Section 8.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

SECTION 8.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures. Any supplemental indenture executed pursuant to the
provisions of this Article Eight shall comply with the Trust Indenture Act of
1939, as then in effect. Upon the execution of any supplemental indenture
pursuant to the provisions of this Article Eight, this Indenture shall be and be
deemed to be modified and amended in accordance therewith and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the holders of Securities of each
series affected thereby shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

SECTION 8.04. Notation on Securities. Securities of any series
authenticated and delivered after the execution of any supplemental indenture
affecting such series pursuant to the provisions of this Article Eight may bear
a notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Company or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee and the Board of Directors, to any modification of this Indenture
contained in any such supplemental indenture may be prepared and executed by the
Company, authenticated

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by the Trustee or the Authenticating Agent and delivered in exchange for the
Securities of any series then outstanding.

SECTION 8.05. Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee. The Trustee, subject to the provisions of Section 5.01 and
5.02, may receive an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any supplemental indenture executed pursuant hereto
complies with the requirements of this Article Eight.

ARTICLE NINE.

CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE
BY THE COMPANY.

SECTION 9.01. Consolidations and Mergers of Company and Conveyances
Permitted Subject to Certain Conditions. Subject to the provisions of Section
9.03, 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, 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 or conveyance of all or substantially all of the property of
the Company to any other corporation authorized to acquire and operate the same;
provided, that in any such case, (i) either the Company shall be the continuing
corporation, or the successor corporation (if other than the Company) shall be a
corporation organized and existing under the laws of the United States of
America or a State or Territory thereof or the District of Columbia and such
corporation shall expressly assume the due and punctual payment of the principal
of, and premium, if any, and interest on all the Securities, according to their
tenor, and the due and punctual performance and observance of all of all the
covenants and conditions of this Indenture to be performed by the Company by
supplemental indenture satisfactory to the Trustee, executed and delivered to
the Trustee by such corporation, and (ii) the Company or such successor
corporation, as the case may be, shall not, immediately after such merger or
consolidation, or such sale or conveyance, be in default in the performance of
any such covenant or condition and shall not immediately thereafter have
outstanding any secured Debt (as defined in Section 3.05) not expressly
permitted by the provisions of Section 3.05 unless the provisions of Section
9.03 shall previously have been complied with.

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SECTION 9.02. Successor Corporation to be Substituted for Company. In
case of any such consolidation, merger, sale or conveyance (other than a
conveyance by way of lease) and upon any such assumption by the successor
corporation, 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 party of
the first part, and the Company thereupon shall be relieved of any further
liability or obligation hereunder or upon the Securities and may thereupon or at
any time thereafter be dissolved, wound up or liquidated. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of MascoTech, Inc., any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee or the Authenticating Agent; 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 or
the Authenticating Agent shall authenticate and deliver any Securities which
previously shall have been signed and delivered by the officers of the Company
to the Trustee or the Authenticating Agent for authentication, and any
Securities which such successor corporation thereafter shall cause to be signed
and delivered to the Trustee or the Authenticating Agent 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 or conveyance, 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 9.03. Securities to be Secured in Certain Events. If, upon
any such consolidation or merger of the Company with or into any other
corporation, or upon any sale or conveyance of the property of the Company as an
entirety or substantially as an entirety to any other corporation, any Principal
Property or any shares of stock or indebtedness of any Consolidated Subsidiary
owning any Principal Property owned immediately prior thereto would thereupon
become subject to any mortgage (as defined in Section 3.05), unless the Company
could create such mortgage pursuant to Section 3.05 without equally and ratably
securing the Securities, the Company, prior to or simultaneously with such
consolidation, merger, sale or conveyance, will secure the Securities
outstanding

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hereunder, equally and ratably with any other obligation of the Company or any
such Subsidiary then entitled thereto, prior to the Debt (as defined in Section
3.05) secured by such mortgage.

SECTION 9.04. Evidence to be Furnished Trustee. The Trustee, subject
to the provisions of Sections 5.01 and 5.02, may receive and rely upon an
Officers' Certificate and an Opinion of Counsel as conclusive evidence that any
consolidation, merger, sale or conveyance, and any such assumption complies with
the provisions of this Article Nine.

ARTICLE TEN.

SATISFACTION AND DISCHARGE OF INDENTURE.

SECTION 10.01. Discharge of Indenture. When (a) the Company shall
have paid or caused to be paid the principal of and interest on all Securities
of any series outstanding hereunder, as and when the same shall have become due
and payable, (b) 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 2.08) and not theretofore
cancelled, or (c) with respect to any series of Securities which, under the
terms specified in the resolution or supplemental indenture or indentures
referred to in Section 2.03, pursuant to which such series is created, can be
discharged prior to maturity, the Company shall deposit with the Trustee, in
trust, cash and/or a principal amount of obligations of or directly guaranteed
by the United States of America maturing or redeemable at the option of the
holder thereof not later than the date fixed for payment or redemption of all
outstanding Securities of such series which, together with the income to be
earned on such obligations prior to such date, equals the principal amount of
(and any applicable premium on) all such Securities of such series not
theretofore cancelled or delivered to the Trustee for cancellation, with
interest to the date of their maturity or redemption, as the case may be, but
excluding, however, the amount of any moneys for the payment of principal of, or
premium, if any, or interest on the Securities of such series (1) theretofore
repaid to the Company in accordance with the provisions of Section 10.04, or (2)
paid to any State or to the District of Columbia pursuant to its unclaimed
property or similar laws, and if in any such case the Company shall also pay or
cause to be paid all other

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sums payable hereunder by the Company, then (except in the case of (c) above as
to (i) rights of registration of transfer and exchange and any right of the
Company of optional redemption and to deliver Securities of such series to the
Trustee for cancellation, (ii) substitution or mutilated, defaced, destroyed,
lost or stolen Securities, (iii) the rights, obligations and immunities of the
Trustee hereunder and (iv) the rights of the Securityholders as beneficiaries
hereof with respect to the property so deposited with the Trustee, all of which
shall continue in full force and effect) all of the Company's liability with
respect to principal, premium, if any, and interest on the Securities of such
series shall be discharged, this Indenture shall cease to be of further effect
as to such series, and the Trustee, on demand of the Company accompanied by an
Officers' Certificate and an Opinion of Counsel and at the cost and expense of
the Company, shall execute proper instruments acknowledging satisfaction of and
discharging this Indenture as to such series, the Company, however, hereby
agreeing to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee in connection with this
Indenture or the Securities; provided, however, that the rights of
Securityholders to receive amounts in respect of principal of and interest on
the Securities held by them shall not be delayed longer than required by then-
applicable mandatory rules or policies of any securities exchange if the
Securities of such series continue to be listed. Notwithstanding the foregoing,
if the Company makes a deposit of cash and/or obligations described in clause
(c) above with respect to any series of Securities which, under the terms
specified in the resolution or supplemental indenture or indentures referred to
in Section 2.03, pursuant to which such series is created, is subject to the
provisions of this sentence (whether or not such resolution or supplemental
indenture provides that such series can be discharged prior to maturity under
clause (c) above), and, concurrently with such deposit, notifies the Trustee
that such series shall no longer have the benefit of all or any portion of the
provisions of Article Four, Section 3.05 and Section 3.06 of this Indenture and
such other provisions of this Indenture or the resolution or supplemental
indenture, pursuant to which such series is created, as are specifically
permitted in such resolution or supplemental indenture to be made inapplicable
under this sentence with respect to such series, this Indenture and such
supplemental indenture or resolution shall thereupon be deemed amended with
respect to such series solely by the deletion in their entirety of such
provisions and this Indenture and such supplemental indenture or resolution
shall in all other respects be unaffected thereby.

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SECTION 10.02. Deposited Moneys to be Held in Trust by Trustee.
Subject to the provisions of Section 10.04, all moneys and obligations deposited
with the Trustee pursuant to Section 10.01 shall be held in trust and applied by
it to the payment, either directly or through any paying agent (including the
Company if acting its own paying agent), to the holders of the particular
Securities for the payment of which such moneys and obligations have been
deposited with the Trustee, of all sums due and to become due thereon for
principal, premium, if any, and interest, if any; provided, however, that the
Company shall be entitled from time to time to withdraw cash and/or obligations
deposited under clause (c) or the last sentence of Section 10.01 provided that
the cash and obligations thereafter on deposit and after giving effect to such
withdrawal would, if then deposited under such clause, satisfy in all respects
the requirements of such clause or the last sentence of Section 10.01. At the
time of any such withdrawal, the Company shall deliver to the Trustee an
Officers' Certificate demonstrating compliance with the provisions of such
clause or sentence.

SECTION 10.03. Paying Agent to Repay Moneys Held. Upon the
satisfaction and discharge of this Indenture all moneys then held by any paying
agent of the Securities (other than the Trustee) shall, upon demand of the
Company, be repaid to it or paid to the Trustee, and thereupon such paying agent
shall be released from all further liability with respect to such moneys.

SECTION 10.04. Return of Unclaimed Moneys. Except as may be required
under applicable law, any moneys deposited with or paid to the Trustee or any
paying agent for payment of the principal of, and premium, if any, or interest,
if any, on Securities and not applied but remaining unct as may be required
under applicable law, any moneys deposited with or paid to the Trustee or any
paying agent for payment of the principal of, and premium, if any, or interest,
if any, on Securities and not applied but remaining unclaimed by the holders of
Securities for two years after the date upon which the principal of, and
premium, if any, or interest, if any, on such Securities, as the case may be,
shall have become due and payable, shall be repaid to the Company by the Trustee
or such paying agent on written demand; and the holder of any of the Securities
shall thereafter look only to the Company for any payment which such holder may
be entitled to collect and all liability of the Trustee or such paying agent
with respect to such moneys shall thereupon cease.

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ARTICLE ELEVEN.

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
OFFICERS AND DIRECTORS.

SECTION 11.01. Indenture Securities Solely Corporate Obligations. No
recourse for the payment of the principal of or premium, if any, or interest, if
any, on any Security, or for any claim based thereon or otherwise in respect
thereof, and no recourse under or upon any obligation, covenant or agreement of
the Company in this Indenture or in any supplemental indenture, or in any
Security, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, officer or director, as
such, past, present or future, of the Company or of any successor corporation of
the Company, either directly or through the Company or any successor corporation
of the Company, whether by virtue of any constitution, statute or rule of law,
or by the enforcement of any assessment or penalty or otherwise; it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Securities.

ARTICLE TWELVE.

MISCELLANEOUS PROVISIONS.

SECTION 12.01. Successors. All the covenants, stipulations, promises
and agreements in this Indenture contained by the Company shall bind its
successors and assigns whether so expressed or not.

SECTION 12.02. Official Acts by Successor Corporation. Any act or
proceeding by any provision of this Indenture authorized or required to be done
or performed by any board, committee or officer of the Company shall and may be
done and performed with like force and effect by the like board, committee or
officer of any corporation that shall at the time be the lawful sole successor
of the Company.

SECTION 12.03. Address for Notices, etc. Any notice or demand which
by any provision of this Indenture is required or permitted to be given or
served by the Trustee or by the holders of Securities on the Company may be
given or served by being deposited postage prepaid by registered or certified
mail in a post office letter box addressed (until another address is filed by
the Company with the Trustee for the purpose) to MascoTech, Inc., 21001 Van Born

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Road, Taylor, Michigan 48180, Attention: President. Any notice, direction,
request or demand by any Securityholder to or upon the Trustee shall be deemed
to have been sufficiently given or made, for all purposes, if given or made in
writing at the office of the Trustee, Mail Suite 0126, Chicago, Illinois 60670-
0126, addressed to the attention of the Corporate Trust Administration.

SECTION 12.04. New York Contract. This Indenture and each Security
shall be deemed to be a 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.

SECTION 12.05. Evidence of Compliance with Conditions Precedent. Upon
any application or demand by the Company to the Trustee to take any action under
any of the provisions of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that in the opinion of the signers all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and an Opinion of Counsel stating that,
in the opinion of such counsel, all such conditions precedent have been complied
with.

Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture (other than the Officers' Certificate called for
by Section 3.07) shall include (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) a brief
statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are
based; (3) a statement that, in the opinion of such person, 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 or not, in the opinion of such
person, such condition or covenant has been complied with.

SECTION 12.06. Legal Holidays. In any case where the date of payment
of interest on or principal of or premium, if any, on the Securities will be in
The City of New York, New York a legal holiday or a day on which banking
institutions are authorized by law to

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close, the payment of such interest on or principal of or premium, if any, on
the Securities need not be made on such date but may be made on the next
succeeding day not in such City a legal holiday or a day on which banking
institutions are authorized by law to close, with the same force and effect as
if made on the date of payment and no interest shall accrue for the period from
and after such date.

SECTION 12.07. Trust Indenture Act to Control. If and to the extent
that any provision of this Indenture limits, qualifies or conflicts with another
provision included in this Indenture by operation of Sections 310 to 317,
inclusive, of the Trust Indenture Act of 1939 (an "incorporated provision"),
such incorporated provision shall control.

SECTION 12.08. Table of Contents, Headings, etc. The table of
contents and the titles and headings of the articles and sections of this
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.

SECTION 12.09. Execution in Counterparts. This Indenture may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

SECTION 12.10. No Security Interest Created. Nothing in this
Indenture or in the Securities, expressed or implied, shall be construed to
constitute a security interest under the Uniform Commercial Code or similar
legislation, as now or hereafter enacted and in effect, in any jurisdiction
where property of the Company or its Subsidiaries is located.

ARTICLE THIRTEEN.

REDEMPTION OF SECURITIES -- MANDATORY AND
OPTIONAL SINKING FUND.

SECTION 13.01. Applicability of Article. The provisions of this
Article shall be applicable to the Securities of any series which are redeemable
at the option of the Company before their maturity or to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 2.03 for Securities of such series.

SECTION 13.02. Notice of Redemption; Selection of Securities. In case
the Company shall desire to exercise the right to redeem all, or, as the case
may be, any part of the Securities of any series in accordance with their terms,
it shall fix a date for redemption and shall mail a notice

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of such redemption at least 30 and not more than 60 days prior to the date fixed
for redemption to the holders of Securities of such series so to be redeemed as
a whole or in part at their last addresses as the same appear on the Securities
register. Such mailing shall be by first class mail. The notice if mailed in
the manner herein provided shall be conclusively presumed to have been duly
given, whether or not the holder receives such notice. In any case, failure to
give such notice by mail or any defect in the notice to the holder of any
Security of a series designated for redemption as a whole or in part shall not
affect the validity of the proceedings for the redemption of any other Security
of such series.

Each such notice of redemption shall specify the date fixed for
redemption, the redemption price at which Securities of such series are to be
redeemed, the place or places of payment, that payment will be made upon
presentation and surrender of such Securities, that interest accrued to the date
fixed for redemption will be paid as specified in said notice, and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. If less than all the Securities of such series are to be
redeemed the notice of redemption shall specify the numbers of the Securities of
that series to be redeemed. In case any Security of a series is to be redeemed
in part only, the notice of redemption shall state the portion of the principal
amount thereof to be redeemed and shall state that on and after the date fixed
for redemption, upon surrender of such Security, a new Security or Securities of
that series in principal amount equal to the unredeemed portion thereof will be
issued.

On or prior to the redemption date specified in the notice of
redemption given as provided in this Section, the Company will deposit with the
Trustee or with one or more paying agents an amount of money sufficient to
redeem on the redemption date all the Securities so called for redemption at the
appropriate redemption price, together with accrued interest to the date fixed
for redemption.

If less than all the Securities of a series are to be redeemed the
Company will give the Trustee notice not less than 60 days prior to the
redemption date as to the aggregate principal amount of Securities of that
series to be redeemed and the Trustee shall select, in such manner as in its
sole discretion it shall deem appropriate and fair, the Securities of that
series or portions thereof (in integral multiples of $1,000, except as otherwise
set forth in the applicable form of Security) to be redeemed.

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<PAGE>

SECTION 13.03. Payment of Securities Called for Redemption. If notice
of redemption has been given as provided in Section 13.02 or Section 13.04, the
Securities or portions of Securities of the series with respect to which such
notice has been given shall become due and payable on the date and at the place
or places stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption (unless such date is an
interest payment date, in which case such accrued interest shall be paid to the
holders of record on the relevant record date, and no such accrued interest
shall be paid with the redemption price), and on and after said date (unless the
Company shall default in the payment of such Securities at the redemption price,
together with interest accrued to said date) interest on the Securities or
portions of Securities of any series so called for redemption shall cease to
accrue. On presentation and surrender of such Securities at a place of payment
specified in said notice, the said Securities or the specified portions thereof
shall be paid and redeemed by the Company at the applicable redemption price,
together with interest accrued thereon to the date fixed for redemption (unless
such date is an interest payment date, in which case such accrued interest shall
be paid to the holders of record on the relevant record date, and no such
accrued interest shall be paid with the redemption price).

Upon presentation of any Security of any series redeemed in part only,
the Company may execute and the Trustee shall authenticate and deliver to the
holder thereof, at the expense of the Company, a new Security or Securities of
such series of authorized denominations, in principal amount equal to the
unredeemed portion of the Security so presented.

SECTION 13.04. Mandatory and Optional Sinking Fund. The minimum
amount of any sinking fund payment provided for by the terms of Securities of
any series determined pursuant to Section 2.03 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". The last date on which any such
payment may be made is herein referred to as a "sinking fund payment date".

In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Securities of a series in cash, the Company may at its
option (a) deliver to the Trustee Securities of that series (other than any
previously called for redemption) theretofore purchased or

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<PAGE>

otherwise acquired by the Company and (b) may apply as a credit Securities of
that series which have been previously delivered to the Trustee by the Company
or Securities of that series which have been redeemed either at the election of
the Company, pursuant to the terms of such Securities or through the application
of optional sinking fund payments pursuant to the next succeeding paragraph, in
each case in satisfaction of all or any part of any mandatory sinking fund
payment, provided that such Securities have not been previously so credited.
Each such Security so delivered or applied as a credit shall be credited at the
sinking fund redemption price for such Securities and the amount of any
mandatory sinking fund shall be reduced accordingly. If the Company intends so
to deliver or credit such Securities with respect to any mandatory sinking fund
payment it shall deliver to the Trustee at least 45 days prior to the next
succeeding sinking fund payment date for such series (a) a certificate signed by
the Treasurer or an Assistant Treasurer of the Company specifying the portion of
such sinking fund payment, if any, to be satisfied by payment of cash and the
portion of such sinking fund payment, if any, which is to be satisfied by
delivering and crediting such Securities and (b) any Securities to be so
delivered if not previously delivered. All Securities so delivered to the
Trustee shall be cancelled by the Trustee and no Securities shall be
authenticated in lieu thereof. If the Company fails to deliver such certificate
and Securities at or before the time provided above, the Company shall not be
permitted to satisfy any portion of such mandatory sinking fund payment by
delivery or credit of Securities.

At its option the Company may pay into the sinking fund for the
retirement of Securities of any particular series, on or before each sinking
fund payment date for such series, any additional sum in cash as specified by
the terms of such series of Securities. If the Company intends to exercise its
right to make any such optional sinking fund payment, it shall deliver to the
Trustee at least 45 days prior to the next succeeding sinking fund payment date
for such Series a certificate signed by the Treasurer or an Assistant Treasurer
of the Company stating that the Company intends to exercise such optional right
and specifying the amount which the Company intends to pay on such sinking fund
payment date. If the Company fails to deliver such certificate at or before the
time provided above, the Company shall not be permitted to make any optional
sinking fund payment with respect to such sinking fund payment date. To the
extent that such right is not exercised in any year it shall not be cumulative
or carried forward to any subsequent year.

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<PAGE>

If the sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $50,000 (or a lesser sum if the Company shall so request) with
respect to the Securities of any particular series, it shall be applied by the
Trustee or one or more paying agents on the next succeeding sinking fund payment
date to the redemption of Securities of such series at the sinking fund
redemption price together with accrued interest to the date fixed for
redemption. The Trustee shall select, in the manner provided in Section 13.02,
for redemption on such sinking fund payment date a sufficient principal amount
of Securities of such series to absorb said cash, as nearly as may be, and the
Trustee shall, at the expense and in the name of the Company, thereupon cause
notice of redemption of Securities of such series to be given in substantially
the manner and with the effect provided in Sections 13.02 and 13.03 for the
redemption of Securities of that series in part at the option of the Company,
except that the notice of redemption shall also state that the Securities of
such series are being redeemed for the sinking fund. Any sinking fund moneys
not so applied or allocated by the Trustee or any paying agent to the redemption
of Securities of that series shall be added to the next cash sinking fund
payment received by the Trustee or such paying agent and, together with such
payment, shall be applied in accordance with the provision of this Section
13.04. Any and all sinking fund moneys held by the Trustee or any paying agent
on the maturity date of the securities of any particular series, and not held
for the payment or redemption of particular Securities of such series, shall be
applied by the Trustee or such paying agent, together with other moneys, if
necessary, to be deposited sufficient for the purpose, to the payment of the
principal of the Securities of that series at maturity.

On or before each sinking fund payment date, the Company shall pay to
the Trustee or to one or more paying agents in cash a sum equal to all interest
accrued to the date fixed for redemption on Securities to be redeemed on the
next following sinking fund payment date pursuant to this Section.

Neither the Trustee nor any paying agent shall redeem any Securities of
a series with sinking fund moneys, and the Trustee shall not mail any notice of
redemption of Securities of such series by operation of the sinking fund, during
the continuance of a default in payment of interest on such Securities or of any
Event of Default (other than an Event of Default occurring as a consequence of
this paragraph) with respect to such Securities, except that if

70
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<PAGE>

the notice of redemption of any Securities shall theretofore have been mailed in
accordance with the provisions hereof, the Trustee or any paying agent shall
redeem such Securities if cash sufficient for that purpose shall be deposited
with the Trustee or such paying agent for that purpose in accordance with the
terms of this Article Thirteen. Except as aforesaid, any moneys in the sinking
fund for such series at the time when any such default or Event of Default shall
occur and any moneys thereafter paid into the sinking fund shall, during the
continuance of such default or Event of Default, be held as security for the
payment of all Securities of such series; provided, however, that in case such
Event of Default or default shall have been cured or waived as provided herein,
such moneys shall thereafter be applied on the next succeeding sinking fund
payment date on which such moneys may be applied pursuant to the provisions of
this Section 13.04.

The First National Bank of Chicago hereby accepts the trusts in this
Indenture declared and provided, upon the terms and conditions hereinabove set
forth.

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<PAGE>

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

MASCOTECH, INC.
Company

By: .........................
[CORPORATE SEAL] Vice President

Attest:

.........................
Assistant Secretary

THE FIRST NATIONAL BANK OF
CHICAGO
Trustee

By: .........................
[CORPORATE SEAL] Vice President

Attest:

.........................
Trust Officer

72
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<PAGE>

STATE OF }
COUNTY OF } ss.:

On the day of , 19 , 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 MASCOTECH, INC.,
one of the corporations 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 hereto by like authority.

.............................
Notary Public

[NOTARIAL SEAL]

STATE OF ILLINOIS }
COUNTY OF COOK } ss.:

On the day of , 19 , 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 The First
National Bank of Chicago, one of the corporations 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 hereto by like authority.

.............................
Notary Public

[NOTARIAL SEAL]

EXHIBIT 5

October 6, 1994

MascoTech, Inc.
21001 Van Born Road
Taylor, Michigan 48180

Re: MascoTech, Inc.
Registration Statement
On Form S-3

Dear Sirs:

I am acting as your counsel in connection with the Registration Statement
on Form S-3 (herein referred to as, the "Registration Statement") under the
Securities Act of 1933 as amended, in which this opinion in included as Exhibit
5, registering securities of MascoTech, Inc. (the "Company"), including senior
debt securities (the "Senior Securities"), subordinated debt securities (the
"Subordinated Securities"), shares of Preferred Stock, $1.00 par value (the
"Preferred Shares"), Depositary Shares representing Preferred Stock and shares
of Common Stock, $1.00 par value (the "Common Shares"). The Senior Securities
are to be issued under an Indenture between the Company and The First National
Bank of Chicago, as trustee (the "Senior Indenture") and the Subordinated
Securities are to be issued under an Indenture (as amended by a Supplemental
Indenture) between the Company and The First National Bank of Chicago (as
successor to Morgan Guaranty Trust Company of New York), as trustee (the
"Subordinated Indenture"). The Senior Securities and Subordinated Securities are
herein referred to as the "Securities", and the Senior Indenture and
Subordinated Indenture are herein referred to as the "Indentures". The Common
Shares and Preferred Shares are herein referred to as the "Shares".

In addition to the Shares, the Registration Statement also registers Common
Stock of the Company (the "Conversion Shares") that may be issued upon
conversion of convertible Subordinated Securities or convertible Preferred
Shares.

I have examined originals or copies, certified or otherwise identified to
my satisfaction, of such documents and corporate records as I have deemed
necessary or appropriate in connection with this opinion.

Based upon the foregoing, I am of the opinion that:

(1) The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Delaware, with
corporate power under such laws to enter into the Indentures and to issue the
Securities, the Shares and the Conversion Shares;

(2) The Senior Indenture in the form filed as an Exhibit to the
Registration Statement has been duly authorized by the Company and when executed
and delivered by the Company, it will constitute a valid and legally binding
obligation of the Company;

(3) The Subordinated Indenture has been duly authorized, executed and
delivered by the Company and constitutes a valid and legally binding obligation
of the Company;

(4) When the issuance of the Securities has been duly authorized by
appropriate corporate action and such Securities have been duly executed,
authenticated and delivered in substantially the forms filed as an Exhibit to
the Registration Statement and in accordance with the Indentures and sold as
described in the Registration Statement, including the Prospectuses and
Prospectus Supplements relating to such Securities, subject to the final terms
of the Securities being in compliance with then applicable law, the Securities
will be legal, valid and binding obligations of the Company entitled to the
benefits of the Indentures;

(5) When the issuance of the Shares has been duly authorized by
appropriate corporate action and the Shares have been duly issued and sold as
described in the Registration Statement, including the Prospectuses and
Prospectus Supplements relating to the Shares, the Shares will be legally
issued, fully paid and nonassessable; and

(6) When the issuance of the Conversion Shares issuable upon conversion
of convertible Subordinated Securities or convertible Preferred Shares has been
duly authorized by appropriate corporate action and when the Conversion Shares
have been issued upon conversion pursuant to the Indenture or the Certificate
of Designation creating such securities and as described in the Registration
Statement, including the Prospectuses and Prospectus Supplements relating to
such convertible Subordinated Securities or convertible Preferred Shares, the
Conversion Shares will be legally issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement. I also consent to the reference to me under
the caption "Legal Opinions" in the Prospectuses.

Very truly yours,

/s/ John R. Leekley
John R. Leekley
General Counsel

EXHIBIT 23.a

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the
prospectuses included in this Registration Statement of
MascoTech, Inc. on Form S-3 of our report dated February 24,
1994, on our audits of the consolidated financial statements
and financial statement schedules of MascoTech, Inc. and
subsidiaries as of December 31, 1993 and 1992, and for each
of the three years in the period ended December 31, 1993,
which report is included in the Annual Report on Form 10-K of
MascoTech, Inc. for the fiscal year ended December 31, 1993.
We also consent to the reference to our Firm under the
caption "Experts" in such prospectuses.

Coopers & Lyband L.L.P.

Detroit, Michigan
October 6, 1994

EXHIBIT 23.b

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in the prospectuses included in
this Registration Statement of MascoTech, Inc. on Form S-3 of our report dated
February 8, 1994, on our audits of the consolidated financial statements and
financial statement schedules of TriMas Corporation and subsidiaries as of
December 31, 1993 and 1992, and for each of the three years in the period ended
December 31, 1993 which report is included in the Annual Report on Form 10-K of
MascoTech, Inc for the fiscal year ended December 31, 1993. We also consent to
the reference to our Firm under the caption "Experts" in such prospectuses.

Coopers & Lybrand L.L.P.

Detroit, Michigan
October 6, 1994

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) _____

THE FIRST NATIONAL BANK OF CHICAGO
(Exact name of trustee as specified in its charter)

A National Banking Association 36-0899825
(I.R.S. employer
identification number)

One First National Plaza, Chicago, Illinois 60670-0126
(Address of principal executive offices) (Zip Code)

The First National Bank of Chicago
One First National Plaza, Suite 0286
Chicago, Illinois 60670-0286
Attn: Lynn A. Goldstein, Law Department (312) 732-6919
(Name, address and telephone number of agent for service)

MascoTech, Inc.
(Exact name of obligor as specified in its charter)

Delaware 38-2513957
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)

21001 Van Born Road
Taylor, Michigan 48180
(Address of principal executive offices) (Zip Code)

Senior Debt Securities
(Title of Indenture Securities)

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.

Comptroller of Currency, Washington, D.C.,
Federal Deposit Insurance Corporation,
Washington, D.C., The Board of Governors of
the Federal Reserve System, Washington D.C.

(b) Whether it is authorized to exercise
corporate trust powers.

The trustee is authorized to exercise corporate
trust powers.

Item 2. Affiliations With the Obligor. If the obligor
is an affiliate of the trustee, describe each
such affiliation.

No such affiliation exists with the trustee.

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 now in effect.*

2. A copy of the certificates of authority of the
trustee to commence business.*

3. A copy of the authorization of the trustee to
exercise corporate trust powers.*

4. A copy of the existing by-laws of the trustee.*

5. Not Applicable.

6. The consent of the trustee required by
Section 321(b) of the Act.

2
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<PAGE>

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.

Pursuant to the requirements of the Trust Indenture Act of 1939, as
amended, the trustee, The First National Bank of Chicago, a national
banking association organized and existing under the laws of the
United States of America, has duly caused this Statement of
Eligibility to be signed on its behalf by the undersigned, thereunto
duly authorized, all in the City of Chicago and State of Illinois,
on the 4th day of October, 1994.

The First National Bank of Chicago,
Trustee,

By /s/ R. D. Manella
R. D. Manella
Vice President

*Exhibits 1, 2, 3, and 4 are herein incorporated by reference to
Exhibits bearing identical numbers in Item 12 of the Form T-1 of The
First National Bank of Chicago, filed as Exhibit 26(b) to the
Registration Statement on Form S-3 of Dow Capital B.V. and The Dow
Chemical Company, filed with the Securities and Exchange Commission
on June 3, 1991 (Registration No. 33-36314).

3
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<PAGE>

EXHIBIT 6

THE CONSENT OF THE TRUSTEE REQUIRED
BY SECTION 321(b) OF THE ACT

October 4, 1994

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

In connection with the qualification of an indenture between MascoTech, Inc. and
The First National Bank of Chicago, the undersigned, in accordance with Section
321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the
reports of examinations of the undersigned, made by Federal or State authorities
authorized to make such examinations, may be furnished by such authorities to
the Securities and Exchange Commission upon its request therefor.

Very truly yours,

The First National Bank of Chicago

By: /s/ R. D. Manella
R. D. Manella
Vice President

4
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<PAGE>

EXHIBIT 7

A copy of the latest report of conditions of the trustee published
pursuant to law or the requirements of its supervising or examining
authority.

5
<PAGE>
<PAGE>

Legal Title of Bank: The First National Bank of Chicago Page RC-1
Call Date: 6/30/94 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 1994

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding of the last business day of the
quarter.

<TABLE>

Schedule RC--Balance Sheet

Dollar Amounts in C400 <-
Thousands RCFD BIL MIL THOU

<S> <C> <C> <C> <C>
ASSETS
1. Cash and balances due from depository
institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency
and coin(1) . . . . . . . . . . . . . . . . . . 0081 2,999,432 1.a.
b. Interest-bearing balances(2) . . . . . . . . . 0071 7,408,337 1.b.
2. Securities
a. Held-to-maturity securities
(from Schedule RC-B, column A) . . . . . . . . 1754 114,178 2.a.
b. Available-for-sale securities
(from Schedule RC-B, column D) . . . . . . . . 1773 354,495 2.b.
3. Federal funds sold and securities purchased
under agreements to resell in domestic offices
of the bank and its Edge and Agreement
subsidiaries, and in IBFs:
a. Federal Funds sold . . . . . . . . . . . . . . 0276 3,997,507 3.a.
b. Securities purchased under agreements
to resell . . . . . . . . . . . . . . . . . . . 0277 756,008 3.b.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income
(from Schedule RC-C) . . . . . . . . . . . . . RCFD 2122 14,441,302 4.a.
b. LESS: Allowance for loan and lease losses . . . RCFD 3123 336,826 4.b.
c. LESS: Allocated transfer risk reserve . . . . . RCFD 3128 0 4.c.
d. Loans and leases, net of unearned income,
allowance, and reserve
(item 4.a minus 4.b and 4.c) . . . . . . . . . 2125 14,104,476 4.d.
5. Assets held in trading accounts . . . . . . . . . 3545 9,635,521 5.
6. Premises and fixed assets
(including capitalized leases) . . . . . . . . . 2145 489,446 6.
7. Other real estate owned
(from Schedule RC-M) . . . . . . . . . . . . . . . 2150 59,331 7.
8. Investments in unconsolidated subsidiaries and
associated companies (from Schedule RC-M) . . . . 2130 6,886 8.
9. Customers' liability to this bank on
acceptances outstanding . . . . . . . . . . . . . 2155 445,848 9.
10.Intangible assets (from Schedule RC-M) . . . . . . 2143 131,253 10.
11.Other assets (from Schedule RC-F) . . . . . . . . 2160 1,283,273 11.
12.Total assets (sum of items 1 through 11) . . . . . 2170 41,785,991 12.

(1) Includes cash items in process of collection and unposted debits.
(2) Includes time certificates of deposit not held in trading accounts.
</TABLE>

6
<PAGE>
<PAGE>

Legal Title of Bank: The First National Bank of Chicago Page RC-2
Call Date: 6/30/94 ST-BK: 17-1630 FFIEC 031
Address: One First National Plaza, Suite 0460
City, State Zip: Chicago, IL 60670-0460
FDIC Certificate No.: 0/3/6/1/8

<TABLE>

Schedule RC-Continued

Dollar Amounts in
Thousands Bil Mil Thou
<S> <C> <C> <C>
LIABILITIES
13. Deposits:
a. In domestic offices (sum of totals of columns A and C
from Schedule RC-E, part 1). . . . . . . . . . . . . . . RCON 2200 14,100,202 13.a.
(1) Noninterest-bearing(1) . . . . . . . . . . . . . . . RCON 6631 5,795,942 13.a.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . RCON 6636 8,304,260 13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and
IBFs (from Schedule RC-E, part II) . . . . . . . . . . . RCFN 2200 9,752,314 13.b.
(1) Noninterest bearing . . . . . . . . . . . . . . . . RCFN 6631 459,474 13.b.(1)
(2) Interest-bearing . . . . . . . . . . . . . . . . . . RCFN 6636 9,292,840 13.b.(2)
14. Federal funds purchased and securities sold
under agreements to repurchase in domestic
offices of the bank and ofits Edge and Agreement
subsidiaries, and in IBFs:
a. Federal funds purchased . . . . . . . . . . . . . . . . RCFD 0278 2,766,451 14.a.
b. Securities sold under agreements to repurchase . . . . RCFD 0279 355,648 14.b.
15. a. Demand notes issued to the U.S. Treasury . . . . . . . RCON 2840 101,744 15.a.
b. Trading Liabilities RCFD 3548 6,864,567 15.b.
16. Other borrowed money:
a. With original maturity of one year or less . . . . . . RCFD 2332 1,955,477 16.a.
b. With original maturity of more than one year . . . . . RCFD 2333 488,023 16.b.
17. Mortgage indebtedness and obligations under capitalized
leases . . . . . . . . . . . . . . . . . . . . . . . . . . RCFD 2910 273,578 17.
18. Bank's liability on acceptance executed and outstanding . RCFD 2920 445,848 18.
19. Subordinated notes and debentures . . . . . . . . . . . . RCFD 3200 1,175,000 19.
20. Other liabilities (from Schedule RC-G) . . . . . . . . . . RCFD 2930 765,341 20.
21. Total liabilities (sum of items 13 through 20) . . . . . . RCFD 2948 39,044,193 21.
22. Limited-Life preferred stock and related surplus . . . . . RCFD 3282 0 22.
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus . . . . . . RCFD 3838 0 23.
24. Common stock RCFD 3230 200,858 24.
25. Surplus (exclude all surplus related to preferred stock) . RCFD 3839 2,254,940 25.
26. a. Undivided profits and capital reserves . . . . . . . . RCFD 3632 287,009 26.a.
b. Net unrealized holding gains (losses) on available-for-sale
securities . . . . . . . . . . . . . . . . . . . . . . RCFD 8434 (38) 26.b.
27. Cumulative foreign currency translation adjustments . . . RCFD 3284 (971) 27.
28. Total equity capital (sum of items 23 through 27) . . . . RCFD 3210 2,741,798 28.
29. Total liabilities, limited-life preferred stock, and equity
capital (sum of items 21, 22, and 28) . . . . . . . . . . RCFD 3300 41,785,991 29.

Memorandum
To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best
describes the most comprehensive level of auditing work performed for the bank Number
by independent external auditors as of any date during 1993 . . RCFD6724 N/A M.1.

1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other
with generally accepted auditing standards by a certified external auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted auditing auditors
standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in 8 = No external audit work
accordance with generally accepted auditing standards
by a certified public accounting firm (may be required by
state chartering authority)

</TABLE>

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits.