SNAP ON INC, 8-K, 1995-10-03

SNAP ON INC
8-K, 1995-10-03
CUTLERY, HANDTOOLS & GENERAL HARDWARE

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

_______________________

Date of Report
(Date of earliest
event reported): September 28, 1995

Snap-On Incorporated
(Exact name of registrant as specified in its charter)

Delaware 1-7724 39-0622040
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)

2801-80th Street, Kenosha, Wisconsin 53141-1410
(Address of principal executive offices, including zip code)

(414) 656-5200
(Registrant's telephone number)

<PAGE>
Item 5. Other Events.

On September 28, 1995, Snap-On Incorporated (the "Company") agreed
to sell $100,000,000 million aggregate principal amount of its 6-5/8%
Notes due October 1, 2005 (the "Notes") in a public offering through
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley &
Co. Incorporated. The closing for the sale of the Notes is scheduled for
October 3, 1995. The Notes are registered on a Registration Statement on
Form S-3 (Registration No. 33-55607) as filed with the Securities and
Exchange Commission. Final versions of the Terms Agreement, by and
between the Company, Merrill Lynch, Pierce, Fenner & Smith Incorporated
and Morgan Stanley & Co. Incorporated, the Underwriting Agreement Basic
Provisions incorporated into the Terms Agreement by reference, the
Officer's Certificate creating the Notes and the Indenture under which the
Notes are issued are filed herewith.

Item 7. Financial Statements and Exhibits.

(a) Not Applicable.

(b) Not Applicable.

The exhibits listed in the accompanying Exhibit Index are
filed as part of this Current Report on Form 8-K.

<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

SNAP-ON INCORPORATED

Date: October 2, 1995 By: /s/ Donald S. Huml
Donald S. Huml
Senior Vice President-Finance and
Chief Financial Officer

<PAGE>
SNAP-ON INCORPORATED

EXHIBIT INDEX TO FORM 8-K
Report Dated October 2, 1995

Exhibit

(2) Terms Agreement, dated as of September
28, 1995, by and between Snap-On
Incorporated, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Morgan Stanley & Co.,
Incorporated, and the Underwriting
Agreement Basic Provisions incorporated
by reference therein.

(4.1) Indenture, dated as of September 15,
1995, between Snap-On Incorporated and
Firstar Trust Company, providing for the
issuance of Senior Debt Securities in
Series.

(4.2) Officer's Certificate, dated as of
September 28, 1995, executed and
delivered in connection with the
issuance and sale of Snap-On
Incorporated's 6-5/8% Notes due October
1, 2005.

(12) Statement regarding computation of
ratios of earnings to fixed charges.

SNAP-ON INCORPORATED
(a Delaware corporation)

6 5/8% Notes due October 1, 2005

TERMS AGREEMENT

Snap-on Incorporated
2801-80th Street
Kenosha, Wisconsin 53141-1410

Dated: September 28, 1995

Ladies and Gentlemen:

We (the "Representative") understand that Snap-on Incorporated, a
Delaware corporation (the "Company"), proposes to issue and sell the
Securities set forth below (the "Underwritten Securities"). Subject to
the terms and conditions set forth or incorporated by reference herein,
the underwriters named below (the "Underwriters") offer to purchase,
severally and not jointly, the respective amounts of Underwritten
Securities set forth below opposite their respective names at the purchase
price set forth below.

Principal
Amount of
Underwriter Debt Securities

Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . . . . . . $50,000,000

Morgan Stanley & Co. Incorporated . . . . . . . . . . . . . . $50,000,000
----------
Total: $100,000,000
===========

The Underwritten Securities shall have the following terms:

Title of Debt Securities:

6 5/8% Notes due October 1, 2005

Currency:

U.S. Dollars

Principal Amount to be Issued:

$100,000,000

Current Ratings:

Moody's Investors Service, Inc.: Aa3
Standard & Poor's Corporation: AA

Interest Rate or Formula:

6 5/8%

Interest Payment Dates:

Semiannually on April 1 and October 1, commencing April 1, 1996

Date of Maturity:

October 1, 2005

Redemption Provisions:

None

Sinking Fund Requirements:

None

Delayed Delivery Contracts:

None

Initial Public Offering Price:

$99,697,000 (99.697%), plus accrued interest, if any, from October 3,
1995.

Purchase Price:

$99,047,000 (99.047%), plus accrued interest, if any, from October 3,
1995 (payable in same day funds).

Closing Date:

October 3, 1995

Indenture:

The Underwritten Securities are issued under an Indenture, dated as
of September 15, 1995, between the Company and Firstar Trust Company,
as Trustee.

Closing Location for Delivery of Securities:

The Depository Trust Company
55 Water Street
New York, New York 10041-0099

All the provisions contained in the document attached as Annex A
hereto entitled "Snap-on Incorporated--Debt Securities, Debt Warrants,
Preferred Stock, Preferred Warrants and Currency Warrants-Underwriting
Agreement Basic Provisions" (the "Underwriting Agreement Basic
Provisions") are hereby incorporated by reference in their entirety herein
and shall be deemed to be a part of this Terms Agreement to the same
extent as if such provisions had been set forth in full herein. Terms
defined in such document are used herein as therein defined.

Effective June 7, 1995, the Securities and Exchange Commission (the
"Commission") adopted new rules and regulations regarding (i) the delivery
of final prospectuses under the Securities Act of 1933, as amended and
(ii) the securities transaction settlement requirements of the Securities
Exchange Act of 1934, as amended (Release No. 33-7168; 34-35704; IC-21061)
(collectively, the "New Rules"). Notwithstanding anything to the contrary
in the Underwriting Agreement Basic Provisions, the Company hereby agrees
to prepare, deliver and file such documents in a timely manner (including,
but not limited to, timely delivery of a final prospectus to the Under-
writers) so as to cause the Company to comply, and to allow the Under-
writers to comply, with the New Rules. The Company agrees to take such
further actions as are reasonably requested by the Underwriters to facil-
itate compliance by the Company and the Underwriters with the New Rules.

Please accept this offer by signing a copy of this Terms Agreement in
the space set forth below and returning the signed copy to us, which
thereupon will constitute a binding agreement between us as of September
28, 1995.

Very truly yours,

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

By /s/ Rob Schmiedeler
Name: Rob Schmiedeler
Title: Vice President

Acting on behalf of itself and the other named Under-
writers

Accepted:

SNAP-ON INCORPORATED

By /s/ Donald S. Huml
Name: Donald S. Huml
Title: Senior Vice President

<PAGE>
ANNEX A

SNAP-ON INCORPORATED
(a Delaware corporation)

Debt Securities, Debt Warrants, Preferred Stock,
Preferred Warrants and Currency Warrants

UNDERWRITING AGREEMENT BASIC PROVISIONS

Snap-on Incorporated, a Delaware corporation (the "Company"),
proposes to issue and sell, from time to time in one or more offerings and
on terms and in the respective amounts to be determined at the time of
sale, its senior debt securities (the "Debt Securities"), warrants to
purchase Debt Securities (the "Debt Warrants"), preferred stock, par value
$1.00 per share (the "Preferred Stock"), warrants to purchase Preferred
Stock (the "Preferred Warrants") or currency warrants (the "Currency War-
rants"). As used herein, "Securities" shall mean the Debt Securities,
Debt Warrants, Preferred Stock, Preferred Warrants, Currency Warrants or
any combination thereof; and "Warrant Securities" shall mean the Debt
Securities or Preferred Stock issuable upon exercise of Debt Warrants or
Preferred Warrants, respectively. The Debt Warrants may be offered
together with Debt Securities or separately. The Preferred Warrants may
be offered together with Preferred Stock or separately.

The Debt Securities will be issued under an indenture dated as
of September 15, 1995 (the "Indenture") between the Company and Firstar
Trust Company, as trustee (the "Trustee). The Debt Warrants, Preferred
Warrants and Currency Warrants will be issued under one or more warrant
agreements (each a "Debt Warrant Agreement," "Preferred Warrant Agreement"
or Currency Warrant Agreement," respectively), between the Company and the
warrant agent identified therein (each a "Warrant Agent"). The terms and
rights of any particular issue of Securities shall be as specified in the
Terms Agreement (as defined below) relating thereto and in or pursuant to
the Indenture, Debt Warrant Agreement, Preferred Warrant Agreement or
Currency Warrant Agreement or, with respect to the Preferred Stock, the
Restated Certificate of Incorporation, as amended, of the Company
(including the Certificate of Designation with respect to any Preferred
Stock (the "Certificate of Designation")) (the "Certificate of Incorpora-
tion"), as the case may be (each a "Securities Agreement"). Each issue of
Securities may vary, as applicable, as to aggregate principal amount,
number of shares or warrants, maturity date, duration and exercise price
of warrants, interest or dividend rate or formula and timing of payments
thereof, redemption provisions and sinking fund requirements, if any, and
any other variable terms which the applicable Securities Agreement contem-
plates may be set forth in the Securities as issued from time to time.

This is to confirm the arrangements with respect to the purchase
of Securities (the "Underwritten Securities") from the Company by the
Representative and the several Underwriters listed in the applicable terms
agreement entered into between the Representative and the Company to which
this Underwriting Agreement is attached as Annex A (the "Terms Agree-
ment"). With respect to any particular Terms Agreement, the Terms
Agreement, together with the provisions hereof incorporated therein by
reference, is herein referred to as the "Agreement." Terms defined in the
Terms Agreement are used herein as therein defined.

The Company meets the requirements for the use of Form S-3 under
the Securities Act of 1933, as amended (the "1933 Act"), and has filed
with the Securities and Exchange Commission (the "Commission") a regis-
tration statement on Form S-3 (No. 33-55607) for the registration of the
Securities and the offering thereof from time to time in accordance with
Rule 415 under the 1933 Act, and has filed such amendments thereto as may
have been required to the date of the Terms Agreement. Such registration
statement, as amended, has been declared effective by the Commission, and
the Indenture has been qualified under the Trust Indenture Act of 1939, as
amended (the "1939 Act"). Such registration statement, as amended,
including all documents incorporated therein by reference and the
information deemed to be part of the registration statement pursuant to
Rule 430A of the 1933 Act Regulations (defined below), as from time to
time amended pursuant to the 1933 Act, the Securities Exchange Act of
1934, as amended (the "1934 Act"), or otherwise, is referred to herein as
the "Registration Statement." The prospectus contained in the
Registration Statement at its effective date, including any Preliminary
Prospectus-Supplement (as defined below) is herein referred to as the "Basic
Prospectus." Any preliminary prospectus supplement to the Basic Prospectus
which describes the Underwritten Securities and the offering thereof and
is used prior to the filing of the Prospectus (as defined below) is herein
referred to as a "Preliminary Prospectus Supplement." The prospectus
supplement relating to the sale of Underwritten Securities, in the form
first filed pursuant to Rule 424(b) of the 1933 Act after the execution of
the Terms Agreement (a "Prospectus Supplement"), together with the Basic
Prospectus, or, if no filing is required pursuant to said Rule 424(b), the
form of prospectus relating to the Underwritten Securities, including the
Basic Prospectus, is referred to herein as the "Prospectus"; provided,
however, that a Prospectus Supplement shall be deemed to have supplemented
the Prospectus only with respect to the offering of Underwritten
Securities to which it relates. All references in this Agreement to
financial statements and schedules and other information which is
"contained," "included" or "stated" in the Registration Statement or the
Prospectus (and all other references of like import) shall be deemed to
mean and include all such financial statements and schedules and other
information which is or is deemed to be incorporated by reference in the
Registration Statement or the Prospectus, as the case may be; and all
references in this Agreement to amendments or supplements to the Regis-
tration Statement, the Basic Prospectus, any Preliminary Prospectus
Supplement or the Prospectus shall be deemed to mean and include the
filing of any document under the 1934 Act which is or is deemed to be
incorporated by reference in the Registration Statement, the Basic Pro-
spectus, any Preliminary Prospectus Supplement or the Prospectus, as the
case may be.

SECTION 1. Representations and Warranties.

(a) The Company represents and warrants to the Representative
and to each Underwriter named in a Terms Agreement as of the date thereof
(the "Representation Date"), as follows:

(i) At the time the Registration Statement became
effective, the Registration Statement complied, and as of
each applicable Representation Date, will comply, in all
material respects with the requirements of the 1933 Act and
the rules and regulations of the Commission thereunder (the
"1933 Act Regulations") and the 1939 Act and the rules and
regulations of the Commission thereunder (the "1939 Act
Regulations"). The Registration Statement, at the time the
Registration Statement became effective, did not, and at
each time thereafter at which any amendment becomes
effective and as of the applicable Representation Date,
will not, contain any untrue statement of a material fact
or omit to state any material fact required to be stated
therein or necessary to make the statements therein not
misleading. The Basic Prospectus, as of its date, and the
Prospectus, as of the applicable Representation Date, did
not, and at the Closing Time referred to in Section 2
hereof, will not, contain an untrue statement of a material
fact or omit to state a material fact necessary in order to
make the statements therein, in light of the circumstances
under which they were made, not misleading; provided, how-
ever, that the representations and warranties in this
subsection shall not apply to statements in or omissions
from the Registration Statement or Prospectus made in reli-
ance upon and in conformity with information furnished to
the Company in writing by any Underwriter through the
Representative expressly for use in the Registration State-
ment or Prospectus or to that part of the Registration
Statement which constitutes the Statement of Eligibility
and Qualification under the 1939 Act on Form T-1 (the "Form
T-1") of the Trustee under the Indenture.

(ii) Arthur Andersen LLP, which has certified certain
financial statements of the Company included in the
Registration Statement, are independent public ac-
countants as required by the 1933 Act and the 1933 Act
Regulations.

(iii) The financial statements included in the Reg-
istration Statement and the Prospectus present fairly the
financial position of the Company and its consolidated
subsidiaries as at the dates indicated and the results of
their operations for the periods specified; except as oth-
erwise stated in the Registration Statement, said financial
statements have been prepared in conformity with generally
accepted accounting principles applied on a consistent
basis during the periods involved; the supporting schedules
contained in the Registration Statement present fairly the
information required to be stated therein; and the
Company's ratios of earnings to fixed charges (actual and,
if any, pro forma) included in the Prospectus under the
caption "Ratio of Earnings to Fixed Charges" and in Exhibit
12 to the Registration Statement have been calculated in
compliance with Item 503(d) of Regulation S-K of the Com-
mission.

(iv) The documents incorporated or deemed to be
incorporated by reference in the Prospectus, at the time
they were or hereafter are filed with the Commission, com-
plied and will comply in all material respects with the
requirements of the 1934 Act and the rules and regulations
of the Commission thereunder (the "1934 Act Regulations"),
and, when read together and with the other information in
the Prospectus, at the time the Registration Statement
became effective and at the time any amendments thereto
become effective or thereafter during the period specified
in Section 3(b) hereof, did not and will not contain an un-
true statement of a material fact or omit to state a mate-
rial fact required to be stated therein or necessary to
make the statements therein, in the light of the circum-
stances under which they were made, not misleading.

(v) Since the respective dates as of which
information is given in the Registration Statement and the
Prospectus, except as otherwise stated therein: (A) there
has been no material adverse change in the condition,
financial or otherwise, or in the earnings, business af-
fairs or business prospects of the Company and its subsid-
iaries considered as one enterprise, whether or not arising
in the ordinary course of business (a "Material Adverse
Change"), (B) there have been no transactions entered into
by the Company or any of its subsidiaries, other than those
in the ordinary course of business, which are material with
respect to the Company and its subsidiaries considered as
one enterprise and (C) except for regular quarterly divi-
dends on the Company's common stock, par value $1.00 per
share (the "Common Stock"), in amounts per share that are
consistent with past practice, there has been no dividend
or distribution of any kind declared, paid or made by the
Company on any class of its capital stock.

(vi) The Company has been duly incorporated and is
validly existing as a corporation in good standing under
the laws of the State of Delaware with corporate power and
authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus; and
the Company is duly qualified as a foreign corporation to
transact business and is in good standing in each jurisdic-
tion in which such qualification is required, whether by
reason of the ownership or leasing of property or the
conduct of business, except where the failure to so qualify
would not have a material adverse effect on the condition,
financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its
subsidiaries considered as one enterprise (a "Material
Adverse Effect").

(vii) Each subsidiary of the Company which is a
significant subsidiary as defined in Rule 405 of the 1933
Act Regulations (collectively, the "Significant
Subsidiaries" and individually, a "Significant Subsidiary")
has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the juris-
diction of its incorporation, has corporate power and
authority to own, lease and operate its properties and to
conduct its business as described in the Prospectus; each
such Significant Subsidiary is duly qualified as a foreign
corporation to transact business and is in good standing in
each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property
or the conduct of business, except where the failure to so
qualify would not have a Material Adverse Effect; and all
of the issued and outstanding shares of capital stock of
each such Significant Subsidiary have been duly authorized
and validly issued, are fully paid and non-assessable and
are owned by the Company, directly or through subsidiaries
(other than directors' qualifying shares with respect to
certain of the Company's non-United States subsidiaries as
required by law), free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity.

(viii) The authorized, issued and outstanding capital
stock of the Company is as set forth in the Prospectus; and
all of the issued and outstanding shares of capital stock
of the Company have been duly authorized and validly issued
and are fully paid and non-assessable.

(ix) Neither the Company nor any of its Significant
Subsidiaries is in violation of its charter or by-laws; and
neither the Company nor any of its Significant Subsidiaries
is in default in the performance or observance of any obli-
gation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease
or other agreement or instrument to which the Company or
any of its Significant Subsidiaries is a party or by which
any of them may be bound, or to which any of the property
or assets of the Company or any of its Significant Subsid-
iaries is subject, except where such default would not have
a Material Adverse Effect; and the execution, delivery and
performance of this Agreement, the applicable Securities
Agreement and the Securities and the consummation of the
transactions contemplated herein and therein, have been
duly authorized by all necessary corporate action and will
not conflict with or constitute a breach of, or a default
under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the
Company or any of its Significant Subsidiaries pursuant to,
any material contract, indenture, mortgage, loan agreement,
note, lease or other agreement or instrument to which the
Company or any of its Significant Subsidiaries is a party
or by which any of them may be bound, or to which any of
the property or assets of the Company or any of its Signif-
icant Subsidiaries is subject, nor will such action result
in any violation of the provisions of the charter or by-
laws of the Company or any of its Significant Subsidiaries
or any applicable law, administrative regulation or court
decree.

(x) The Underwritten Securities have been duly
authorized for issuance and sale by the Company pursuant to
this Agreement (or will have been so authorized prior to
each issuance of Underwritten Securities) and, when issued,
authenticated and delivered pursuant to the provisions of
this Agreement and the applicable Securities Agreement
against payment of the consideration therefor in accordance
with this Agreement, any Underwritten Securities
constituting capital stock of the Company will be validly
issued and fully paid and non-assessable and any other Un-
derwritten Securities will be valid and binding obligations
of the Company, in each case entitled to the benefits of
the applicable Securities Agreement and enforceable in ac-
cordance with their terms; and the Warrant Securities, if
any, have been duly authorized by the Company and, when
executed and authenticated as specified in the applicable
Securities Agreement, and delivered against payment pursu-
ant to such Securities Agreement, any Warrant Securities
constituting capital stock of the Company will be validly
issued and fully paid and non-assessable and any other War-
rant Securities will be valid and binding obligations of
the Company, in each case entitled to the benefits of the
applicable Securities Agreement and enforceable in accor-
dance with their terms.

(xi) The applicable Securities Agreement has been
duly authorized, executed and delivered by the Company and,
in the case of the Certificate of Designation, has been
filed with the Secretary of State of the State of Delaware
and, in the case of the Indenture, has been duly qualified
under the 1939 Act, and, assuming due authorization, execu-
tion and delivery by the Trustee, in the case of the Inden-
ture, and the Warrant Agent, in the case of any Warrant
Agreement, constitutes a valid and binding obligation of
the Company, enforceable in accordance with its terms.

(xii) The Underwritten Securities and the applicable
Securities Agreement will conform in all material respects
to the respective statements relating thereto contained in
the Prospectus and will be in substantially the respective
forms filed or incorporated by reference, as the case may
be, as exhibits to the Registration Statement; and the
issuance of the Underwritten Securities is not subject to
preemptive or other similar rights.

(xiii) The Debt Securities rank and will rank on a
parity with all unsecured indebtedness (other than
subordinated indebtedness) of the Company that is out-
standing on the date hereof or that may be incurred
hereafter, and senior to all subordinated indebtedness of
the Company that is outstanding on the date hereof or that
may be incurred hereafter.

(xiv) There is no action, suit or proceeding before
or by any court or governmental agency or body, domestic or
foreign, now pending, or, to the knowledge of the Company,
threatened, against or affecting the Company or any of its
subsidiaries, which is required to be disclosed in the
Registration Statement or which might result in a Material
Adverse Effect (other than as disclosed in the Registration
Statement) or which might materially and adversely affect
the consummation of this Agreement; all pending legal or
governmental proceedings to which the Company or any of its
subsidiaries is a party or of which any of their respective
property or assets is the subject which are not described
in the Registration Statement, including ordinary routine
litigation incidental to the business, are, considered in
the aggregate, not material; and there are no contracts or
documents of the Company or any of its subsidiaries which
are required to be filed as exhibits to the Registration
Statement by the 1933 Act, the 1933 Act Regulations or the
1939 Act which have not been so filed.

(xv) Each of the Company and its Significant Sub-
sidiaries has good title to all properties owned by them,
in each case free and clear of all liens, encumbrances and
defects except (A) such as singly or in the aggregate do
not materially interfere with the use made and proposed to
be made of such properties, (B) as described in the Pro-
spectus or (C) as singly or in the aggregate could not rea-
sonably be expected to have a Material Adverse Effect.

(xvi) The Company and its Significant Subsidiaries
own or possess, or can acquire on reasonable terms, the
patents, patent rights, licenses, inventions, copyrights,
know-how (including trade secrets and other unpatented
and/or unpatentable proprietary or confidential informa-
tion, systems or procedures), trademarks, service marks and
trade names (collectively, "patent and proprietary rights")
presently employed by them in connection with the business
now operated by them, except where the failure to so own or
possess such patent and proprietary rights would not have a
Material Adverse Effect, and neither the Company nor any of
its Significant Subsidiaries has received any notice or is
otherwise aware of any infringement of or conflict with as-
serted rights of others with respect to any patent or pro-
prietary rights, or any facts which would render any patent
and proprietary rights invalid or inadequate to protect the
interest of the Company or any of its Significant Sub-
sidiaries therein, and which infringement or conflict (if
the subject of an unfavorable decision, ruling or finding)
or invalidity or inadequacy, singly or in the aggregate,
would result in a Material Adverse Effect.

(xvii) No material labor dispute with the employees
of the Company or any of its subsidiaries exists or, to the
knowledge of the Company, is imminent; and the Company is
not aware of any existing or imminent labor disturbance by
the employees of any of its principal suppliers, manufac-
turers or contractors which might be expected to result in
a Material Adverse Effect.

(xviii) No authorization, approval, consent or order
of any court or governmental authority or agency is
necessary in connection with the sale of the Underwritten
Securities to the Underwriters hereunder, except such as
may be required under the 1933 Act, the 1933 Act
Regulations, the 1939 Act or state securities laws. Nei-
ther the Company nor any of its affiliates is presently
"doing any business" with the government of Cuba or with
any person or affiliate located in Cuba, as such term is
defined by the Florida Department of Banking and Finance.

(xix) The Company and its Significant Subsidiaries
possess such certificates, authorizations or permits issued
by the appropriate state, federal or foreign regulatory
agencies or bodies necessary to conduct the business now
operated by them, except where the failure to so possess
such certificates, authorizations or permits would not have
a Material Adverse Effect, and neither the Company nor any
of its subsidiaries has received any notice of proceedings
relating to the revocation or modification of any such
certificate, authorization or permit which, singly or in
the aggregate, if the subject of an unfavorable decision,
ruling or finding, would result in a Material Adverse
Effect.

(xx) The Company and each of its subsidiaries main-
tain insurance policies or reserves with respect to such
insurable properties, potential liabilities and occurrences
that merit or require catastrophic insurance in amounts
deemed adequate in the reasonable opinion of the Company's
management; and all such insurance policies are in full
force and effect.

(xxi) Neither the Company nor any of its subsidiaries
has violated any environmental, safety or similar law or
regulation applicable to its business relating to the
protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), lacks any permits,
licenses or other approvals required of them under appli-
cable Environmental Laws or is violating any terms and
conditions of any such permit, license or approval, except
in each case as could not have a Material Adverse Effect.

(xxii) Neither the Company nor any of its
subsidiaries is, or as a result of the transactions
contemplated by the Prospectus or any Securities Agreement
would be, required to make any filing or to register under
the Investment Company Act of 1940, as amended.

(b) Any certificate signed by any officer of the Company and
delivered to the Representative or to counsel for the Underwriters in
connection with an offering of Underwritten Securities shall be
deemed a representation and warranty by the Company, as to the
matters covered thereby, to each Underwriter participating in such
offering.

SECTION 2. Purchase and Sale. The obligations of the Underwriters
to purchase, and the Company to sell, the Underwritten Securities shall be
evidenced by the Terms Agreement. The Terms Agreement specifies the
principal amount or number of Underwritten Securities, the names of the
Underwriters participating in the offering (subject to substitution as
provided in Section 10 hereof) and the principal amount or number of
Underwritten Securities which each Underwriter severally has agreed to
purchase, the purchase price to be paid by the Underwriters for the Under-
written Securities, the initial public offering price, if any, of the
Underwritten Securities, any delayed delivery arrangements and any terms
of the Underwritten Securities not already specified in the Securities
Agreement pursuant to which they are being issued (including, but not
limited to, designations, denominations, current ratings, interest or
dividend rates or formulas and payment dates, exercise prices, maturity
dates, redemption provisions and sinking fund requirements). In addition,
each Terms Agreement relating to any Preferred Stock shall specify whether
the Company has agreed to grant to the Underwriters, an option to purchase
additional Preferred Stock subject to such option (the "Option
Securities"). As used herein, the term "Underwritten Securities" shall
include all or any portion of the Option Securities agreed to be purchased
by the Underwriters as provided herein, if any.

The several commitments of the Underwriters to purchase Underwritten
Securities pursuant to the Terms Agreement shall be deemed to have been
made on the basis of the representations and warranties herein contained
and shall be subject to the terms and conditions herein set forth.

In addition, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth,
the Company may grant, if so provided in the Terms Agreement relating to
any Preferred Stock, an option to the Underwriters named in such Terms
Agreement, severally and not jointly, to purchase up to the number of
Option Securities set forth therein at the same price per share as is
applicable to the Preferred Stock. Such option, if granted, will expire
30 days or such lesser number of days as may be specified in the Terms
Agreement after the Representation Date relating to the Preferred Stock,
and may be exercised in whole or in part from time to time only for the
purpose of covering over-allotments which may be made in connection with
the offering and distribution of the Preferred Stock upon notice by the
Representative to the Company setting forth the number of Option Securi-
ties as to which the several Underwriters are then exercising the option
and the time and date of payment and delivery for such Option Securities.
Any such time and date of delivery (a "Date of Delivery") shall be deter-
mined by the Representative, but shall not be later than seven full
business days and not earlier than two full business days after the exer-
cise of said option, unless otherwise agreed upon by the Representative
and the Company. If the option is exercised as to all or any portion of
the Option Securities, each of the Underwriters, acting severally and not
jointly, will purchase that proportion of the total number of Option
Securities then being purchased which the number of shares of Preferred
Stock each such Underwriter has agreed to purchase as set forth in the
related Terms Agreement bears to the total number of shares of Preferred
Stock, subject to such adjustments as the Representative in its discretion
shall make to eliminate any sales or purchases of fractional shares.

Payment of the purchase price for, and delivery of, any Underwritten
Securities to be purchased by the Underwriters shall be made at the office
of Skadden, Arps, Slate, Meagher & Flom, 333 West Wacker Drive, Suite
2100, Chicago, Illinois 60606, or at such other place as shall be agreed
upon by the Representative and the Company, at 10:00 A.M. New York City
time, on the fifth business day (unless postponed in accordance with the
provisions of Section 10 hereof) following the date of the Terms Agreement
or such other time as shall be agreed upon by the Representative and the
Company (each such time and date being referred to as a "Closing Time");
provided, however, that in the event that any or all of the Option
Securities are purchased by the Underwriters, payment of the purchase
price for, and delivery of certificates representing, such Option
Securities, shall be made at the above-mentioned office of Skadden, Arps,
Slate, Meagher & Flom, or at such other place as shall be agreed upon by
the Representative and the Company, on each Date of Delivery as specified
in the notice from the Representative to the Company. Payment shall be
made to the Company by certified or official bank check or checks in New
York Clearing House or similar next day funds payable to the order of the
Company against delivery to the Representative for the respective accounts
of the Underwriters of certificates for the Underwritten Securities to be
purchased by them. Certificates for the Underwritten Securities shall be
in such denominations and registered in such names as the Representative
may request in writing at least two business days prior to the applicable
Closing Time. The certificates for the Underwritten Securities, which may
be in temporary form, will be made available for examination and packaging
by the Representative on or before the first business day prior to Closing
Time.

If authorized by the Terms Agreement, the Underwriters named therein
may solicit offers to purchase Underwritten Securities from the Company
pursuant to delayed delivery contracts ("Delayed Delivery Contracts") sub-
stantially in the form of Exhibit A hereto with such changes therein as
the Company may approve. As compensation for arranging Delayed Delivery
Contracts, the Company will pay to the Representative at Closing Time, for
the accounts of the Underwriters, the fee specified in the Terms Agreement
for each of the Underwritten Securities for which Delayed Delivery
Contracts are made at Closing Time. Any Delayed Delivery Contracts are to
be with institutional investors of the types set forth in the Prospectus
Supplement. At Closing Time the Company will enter into Delayed Delivery
Contracts (for not less than the minimum principal amount or number of
Underwritten Securities per Delayed Delivery Contract specified in the
applicable Terms Agreement) with all purchasers proposed by the Under-
writers and previously approved by the Company as provided below, but not
for an aggregate principal amount or number of Underwritten Securities in
excess of that specified in the Terms Agreement. The Underwriters will
not have any responsibility for the validity or performance of Delayed
Delivery Contracts.

The Representative shall submit to the Company, at least three
business days prior to Closing Time, the names of any institutional
investors with which it is proposed that the Company will enter into
Delayed Delivery Contracts and the principal amount or number of
Underwritten Securities, as the case may be, to be purchased by each of
them, and the Company will advise the Representative, at least two
business days prior to Closing Time, of the names of the institutions with
which the making of Delayed Delivery Contracts is approved by the Company
and the principal amount or number of Underwritten Securities, as the case
may be, to be covered by each such Delayed Delivery Contract.

The principal amount or number of Underwritten Securities, as the
case may be, agreed to be purchased by the respective Underwriters
pursuant to the Terms Agreement shall be reduced by the principal amount
or number of Underwritten Securities, as the case may be, covered by De-
layed Delivery Contracts as to each Underwriter as set forth in a written
notice delivered by the Representative to the Company; provided, however,
that the total principal amount or number of Underwritten Securities, as
the case may be, to be purchased by all Underwriters shall be the total
amount or number of Underwritten Securities, as the case may be, covered
by the applicable Terms Agreement, less the principal amount or number of
Underwritten Securities, as the case may be, covered by Delayed Delivery
Contracts.

SECTION 3. Covenants of the Company. The Company covenants with the
Representative, and with each Underwriter participating in the offering of
Underwritten Securities, as follows:

(a) Immediately following the execution of the Terms Agreement,
the Company will prepare a Prospectus Supplement setting forth the
principal amount or number of Underwritten Securities, as the case
may be, covered thereby and any of their terms not otherwise set
forth in the Prospectus, the names of the Underwriters participating
in the offering and the principal amount or the number of
Underwritten Securities which each severally has agreed to purchase,
the price at which the Underwritten Securities are to be purchased by
the Underwriters from the Company, the initial public offering price,
the selling concession and reallowance, if any, any delayed delivery
arrangements, and such other information as the Representative and
the Company deem appropriate in connection with the offering of the
Underwritten Securities. The Company will promptly transmit copies
of the Prospectus Supplement to the Commission for filing pursuant to
Rule 424 of the 1933 Act Regulations and will furnish to the Under-
writers named therein as many copies of the Prospectus and such
Prospectus Supplement as the Representative shall reasonably request.

(b) If, at any time when the Prospectus is required by law to
be delivered in connection with sales of the Underwritten Securities,
any event shall occur or condition exist as a result of which it is
necessary, in the opinion of counsel for the Underwriters, to further
amend or supplement the Prospectus in order that the Prospectus will
not include an untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein not mis-
leading in the light of circumstances existing at the time it is
delivered to a purchaser or if it shall be necessary, in the opinion
of counsel for the Underwriters, at any such time to amend or
supplement the Registration Statement or the Prospectus in order to
comply with the requirements of the 1933 Act or the 1933 Act Regula-
tions, the Company will forthwith prepare and file with the Commis-
sion such amendment or supplement (in form and substance reasonably
satisfactory to the Underwriters), whether by filing documents pursu-
ant to the 1934 Act or otherwise, as may be necessary to correct such
untrue statement or omission or to make the Registration Statement
and Prospectus comply with such requirements.

(c) With respect to each sale of Underwritten Securities, the
Company will make generally available to its security holders as soon
as practicable, but not later than 90 days after the close of the
period covered thereby, earnings statements (in form complying with
the provisions of Rule 158 of the 1933 Act Regulations) covering 12-
month periods beginning, in each case, not later than the first day
of the Company's fiscal quarter next following the "effective date"
of the Registration Statement or a post-effective amendment thereto
(as defined in said Rule 158).

(d) The Company will use the net proceeds received by it from
the sale of the Underwritten Securities in the manner described in
the Prospectus under the caption "Use of Proceeds."

(e) At any time when the Prospectus is required by law to be
delivered in connection with sales of the Underwritten Securities,
the Company will give the Representative notice of its intention to
file or prepare any amendment to the Registration Statement
(including any post-effective amendment) or any amendment or supple-
ment to the Prospectus (including any revised prospectus which the
Company proposes for use by the Underwriters in connection with the
offering of the Underwritten Securities which differs from the
prospectus on file at the Commission at the time the Registration
Statement becomes effective, whether or not such revised prospectus
is required to be filed pursuant to Rule 424(b) of the 1933 Act
Regulations), whether pursuant to the 1934 Act, the 1933 Act or
otherwise, will furnish the Representative with copies of any such
amendment or supplement within a reasonable amount of time prior to
such proposed filing or use, as the case may be, and will not file
any such amendment or supplement or use any such prospectus to which
the Representative or counsel for the Underwriters shall object.

(f) At any time when the Prospectus is required by law to be
delivered in connection with sales of the Underwritten Securities,
the Company will notify the Representative immediately, and confirm
such notice in writing, of (i) the effectiveness of any amendment to
the Registration Statement, (ii) the mailing or the delivery to the
Commission for filing of any supplement to the Prospectus or any
document to be filed pursuant to the 1934 Act, (iii) the receipt of
any comments from the Commission with respect to the Registration
Statement, the Prospectus or any supplement to the Prospectus,
(iv) any request by the Commission for any amendment to the
Registration Statement or any amendment or supplement to the
Prospectus or for additional information and (v) the issuance by the
Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that
purpose. The Company will make every reasonable effort to prevent
the issuance of any stop order and, if any stop order is issued, to
obtain the lifting thereof at the earliest possible moment.

(g) The Company will deliver to the Representative one signed
copy and as many conformed copies of the Registration Statement as
originally filed and of each amendment thereto, whether filed before
or after the Registration Statement becomes effective (including
exhibits filed therewith or incorporated by reference therein and
documents incorporated or deemed to be incorporated by reference in
the Prospectus) as the Representative may reasonably request and will
also deliver to the Representative a conformed copy of the Registra-
tion Statement as originally filed and of each amendment thereto
(without exhibits) for each of the Underwriters.

(h) The Company will furnish to each Underwriter, from time to
time during the period when the Prospectus is required by law to be
delivered in connection with sales of the Underwritten Securities,
such number of copies of the Prospectus (as amended or supplemented)
as such Underwriter may reasonably request for the purposes
contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act
or the 1934 Act Regulations.

(i) The Company will endeavor, in cooperation with the
Underwriters, to qualify the Underwritten Securities for offering and
sale under the applicable securities laws of such jurisdictions as
the Representative may designate; provided, however, that the Company
shall not be obligated to file any general consent to service of
process or to qualify as a foreign corporation in any jurisdiction in
which it is not so qualified. The Company will maintain such quali-
fications in effect for as long as may be required for the dis-
tribution of the Underwritten Securities. The Company will file such
statements and reports as may be required by the laws of each
jurisdiction in which the Underwritten Securities have been qualified
as above provided. The Company will inform the Florida Department of
Banking and Finance if at any time prior to the completion of the
distribution of the Underwritten Securities by the Underwriters it
commences engaging in business with the government of Cuba or with
any person located in Cuba, such information to be provided within 90
days after the commencement thereof, or after a change occurs with
respect to previously reported information.

(j) To the fullest extent permitted by applicable laws, the
Company will not claim voluntarily, and will resist actively any
attempts to claim the benefit of, any usury laws against the holders
of the Debt Securities.

(k) The Company, during the period when the Prospectus is re-
quired to be delivered by law in connection with the sale of the
Underwritten Securities, will file all documents required to be filed
with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act
within the time periods required by the 1934 Act and the 1934 Act
Regulations.

(l) Between the date of the Terms Agreement and the later of
termination of any trading restrictions or Closing Time with respect
to the Underwritten Securities covered thereby, except for the
issuance of Warrant Securities upon the exercise of Debt Warrants or
Preferred Warrants, if any, the Company will not, without the Repre-
sentative's prior written consent, directly or indirectly, sell,
offer to sell, enter into any agreement to sell, grant any option for
the sale of, or otherwise dispose of, any securities of or guaranteed
by the Company or any of its subsidiaries which are similar to the
Underwritten Securities covered by such Terms Agreement, or any
securities convertible into or exchangeable or exercisable for any
such Underwritten Securities or such similar securities, including
additional Securities.

(m) If provided in the applicable Terms Agreement, the
Company will use its best efforts to effect the listing of the
Underwritten Securities and any Warrant Securities issuable upon
exercise of the Underwritten Securities on a national securities
exchange.

SECTION 4. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase Underwritten Securities
pursuant to the Terms Agreement are subject to the accuracy of the
representations and warranties on the part of the Company herein
contained, to the accuracy of the statements of the Company's officers
made in any certificate furnished pursuant to the provisions hereof, to
the performance by the Company of all of its covenants and other
obligations hereunder and to the following further conditions:

(a) At the applicable Closing Time (i) no stop order suspending
the effectiveness of the Registration Statement shall have been
issued under the 1933 Act or proceedings therefor initiated or
threatened by the Commission, (ii) the ratings assigned by Moody's
Investors Service, Inc. and Standard & Poor's Corporation to the
Underwritten Securities or any other securities of, or guaranteed by,
the Company or any of its subsidiaries as of the date of the Terms
Agreement shall not have been lowered since the execution of such
Terms Agreement and none of such securities rating agencies shall
have publicly announced that it has under surveillance or review,
with possible negative implications, its rating of the Underwritten
Securities or any other securities of, or guaranteed by, the Company
or any of its subsidiaries, and (iii) there shall not have come to
the Representative's attention any facts that would cause the
Representative to believe that the Prospectus, together with the
applicable Prospectus Supplement, at the time it was required to be
delivered to a purchaser of the Underwritten Securities, contained an
untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements therein, in the light
of the circumstances existing at such time, not misleading. The
Prospectus Supplement prepared by the Company pursuant to Section
3(a) hereof shall have been transmitted to the Commission for filing
pursuant to Rule 424(b) of the 1933 Act Regulations within the pre-
scribed time period and prior to Closing Time the Company shall have
provided evidence satisfactory to the Representative of such timely
filing, or a post-effective amendment shall have been promptly filed
and declared effective in accordance with the requirements of Rule
430A of the 1933 Act Regulations.

(b) At the applicable Closing Time, the Representative shall
have received:

(1) The favorable opinion, dated as of the applicable
Closing Time, of Susan F. Marrinan, Vice President, Secretary
and General Counsel of the Company, in form and substance satis-
factory to the Representative, to the effect that:

(i) The Company and each of its Significant
Subsidiaries is (a) a corporation duly incorporated and (b)
validly existing as a corporation in good standing under
the laws of its jurisdiction of incorporation.

(ii) The Company and each of its Significant
Subsidiaries has the corporate power and authority to own,
lease and operate its properties and to conduct its busi-
ness as described in the Registration Statement.

(iii) The Company and each of its Significant
Subsidiaries is duly qualified as a foreign corporation to
transact business and is in good standing in each ju-
risdiction in which such qualification is required, except
where the failure to so qualify would not have a Material
Adverse Effect.

(iv) (A) The authorized issued and outstanding
capital stock of the Company is as set forth in the
Prospectus and (B) all of the issued and outstanding shares
of capital stock of the Company have been duly authorized
and validly issued and are fully paid and non-assessable.

(v) All of the issued and outstanding shares of
capital stock of each of the Company's Significant
Subsidiaries have been duly authorized and validly issued
and are fully paid and non-assessable.

(vi) This Agreement and the Delayed Delivery
Contracts, if any, have been duly authorized, executed and
delivered by the Company.

(vii) The Underwritten Securities have been duly
authorized for issuance and sale by the Company pursuant to
this Agreement and, when executed and authenticated as
specified in the applicable Securities Agreement and deliv-
ered against payment of the consideration therefor in
accordance with this Agreement, any Underwritten Securities
constituting capital stock of the Company will be validly
issued and fully paid and non-assessable and any other Un-
derwritten Securities will be valid and binding obligations
of the Company, in each case entitled to the benefits of
the applicable Securities Agreement and enforceable in
accordance with their terms, except as enforcement thereof
may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting
creditors' rights generally or by general equitable princi-
ples (regardless of whether enforcement is considered in a
proceeding in equity or at law) and except further as en-
forcement thereof may be limited by (A) requirements that a
claim with respect to any Underwritten Securities denomi-
nated other than in U.S. dollars (or a foreign currency or
currency unit judgment in respect of such claim) be
converted into U.S. dollars at a rate of exchange pre-
vailing on a date determined pursuant to applicable law or
(B) governmental authority to limit, delay or prohibit the
making of payments outside the United States; and the
Warrant Securities, if any, have been duly authorized by
the Company and, when executed and authenticated as
specified in the applicable Securities Agreement and
delivered against payment pursuant to such Securities
Agreement, any Warrant Securities constituting capital
stock of the Company will be validly issued and fully paid
and non-assessable and any other Warrant Securities will be
valid and binding obligations of the Company, in each case
entitled to the benefits of the applicable Securities
Agreement and enforceable in accordance with their terms,
except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar
laws relating to or affecting creditors' rights generally
or general equitable principles (regardless or whether
enforcement is considered in a proceeding in equity or at
law) and except further as enforcement thereof is subject,
in the case of Warrant Securities denominated in a foreign
currency or currency unit, to provisions of law that re-
quire that a judgment for money damages rendered by a court
in the United States be expressed only in United States
dollars.

(viii) The applicable Securities Agreement has been
duly authorized, executed and delivered by the Company and,
in the case of any Certificate of Designation, has been
filed with the Secretary of State of the State of Delaware
and, in the case of any Indenture, has been duly qualified
under the 1939 Act, and, assuming due authorization, execu-
tion and delivery by the Trustee, in the case of the Inden-
ture, and the Warrant Agent, in the case of any Warrant
Agreement, constitutes a valid and binding obligation of
the Company, enforceable in accordance with its terms, ex-
cept as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, moratorium or other similar
laws relating to or affecting creditors' rights generally
or by general equitable principles (regardless of whether
enforcement is considered in a proceeding in equity or at
law) and except further as enforcement thereof is subject,
in the case of Underwritten Securities denominated in a
foreign currency or currency unit, to provisions of law
that require that a judgment for money damages rendered by
a court in the United States be expressed only in United
States dollars.

(ix) The Underwritten Securities and the applicable
Securities Agreement conform in all material respects to
the descriptions thereof contained in the Prospectus and
are substantially in the respective forms filed or
incorporated by reference, as the case may be, as exhibits
to the Registration Statement; and the issuance of the
Underwritten Securities is not subject to any preemptive or
similar rights.

(x) The Registration Statement is effective under the
1933 Act and, to the best of their knowledge and
information, no stop order suspending the effectiveness of
the Registration Statement has been issued under the 1933
Act or proceedings therefor initiated or threatened by the
Commission.

(xi) At the time the Registration Statement became
effective and at the Representation Date, the Registration
Statement and each amendment or supplement thereto (other
than the financial statements and supporting schedules in-
cluded therein and the Form T-1 of the Trustee under the
Indenture, as to which such counsel need express no opin-
ion), complied as to form in all material respects to the
requirements of the 1933 Act, the 1933 Act Regulations, the
1939 Act and the 1939 Act Regulations.

(xii) Each document filed pursuant to the 1934 Act
(other than the financial statements and supporting
schedules included therein, as to which such counsel need
express no opinion) and incorporated or deemed to be
incorporated by reference in the Prospectus complied when
so filed as to form in all material respects with the 1934
Act and the 1934 Act Regulations.

(xiii) There are no contracts, indentures, mortgages,
loan agreements, notes, leases or other agreements or in-
struments required to be described or referred to in the
Registration Statement or to be filed as Exhibits thereto
other than those described or referred to therein or filed
or incorporated by reference as exhibits thereto and the
descriptions thereof are correct, and, to the knowledge of
such counsel, no default exists in the due performance or
observance of any obligation, agreement, covenant or condi-
tion contained in any contract, indenture, mortgage, loan
agreement, note, lease or other agreement or instrument so
described, referred to, filed or incorporated by reference,
except where such default would not have a Material Adverse
Effect.

(xiv) No authorization, approval, consent or order of
any court or governmental authority or agency is required
in connection with the sale to the Underwriters of the
Underwritten Securities, except such as may be required
under the 1933 Act or the 1933 Act Regulations or state
securities laws; and the execution, delivery and perfor-
mance of this Agreement, the applicable Securities
Agreement and the Securities and the consummation of the
transactions contemplated herein and therein will not con-
flict with or constitute a breach of, or a default
under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the
Company or any of its Significant Subsidiaries pursuant to,
any material contract, indenture, mortgage, loan agreement,
note, lease or other agreement or instrument to which the
Company or any of its Significant Subsidiaries is a party
or by which any of them may be bound, or to which any of
the property or assets of the Company or any of its Signif-
icant Subsidiaries is subject, nor will such action result
in any violation of the provisions of the charter or by-
laws of the Company or any of its Significant Subsidiaries,
or any applicable law, administrative regulation or
administrative or court decree.

(xv) To the knowledge of such counsel, there are no
legal or governmental proceedings pending or threatened
that are required to be disclosed in the Registration
Statement, other than those disclosed therein, and all
pending legal or governmental proceedings to which the
Company or any of its subsidiaries is a party or to which
any of their property is subject which are not described in
the Registration Statement, including ordinary routine
litigation incidental to the business, are, considered in
the aggregate, not material.

(xvi) The information in the Prospectus under
"Description of Debt Securities," "Description of Debt War-
rants," "Description of Preferred Stock," "Description of
Preferred Warrants" and "Description of Currency Warrants,"
to the extent that it constitutes matters of law, summaries
of legal matters, documents or proceedings, or legal
conclusions, has been reviewed by such counsel and is cor-
rect in all material respects.

(xvii) Neither the Company nor any of its
subsidiaries is, or as a result of the transactions
contemplated by the Prospectus or the applicable Securities
Agreement would be, required to make any filing or to
register under the Investment Company Act of 1940, as
amended.

(2) The favorable opinion, dated as of the applicable
Closing Time, of Skadden, Arps, Slate, Meagher & Flom, counsel
for the Underwriters, with respect to the matters set forth in
(i)(b) (other than with respect to any of the Company's
subsidiaries, as to which such counsel need express no opinion),
and (vi), (vii), (viii), (x), (xi) and (xvi).

(3) In giving her opinion required by clauses (i)-(xvii)
of subsection (b)(1) of this Section 4, the General Counsel of
the Company may rely, as to matters of fact, to the extent such
counsel deems proper, on certificates of responsible officers of
the Company and public officials, provided that copies of any
such certificates are delivered to the Representative and coun-
sel for the Representative, and, as to matters involving the
application of laws of any jurisdiction other than the United
States and jurisdictions in which such counsel is admitted, to
the extent such counsel deems proper and specifies in such
opinion and to the extent such opinion is satisfactory in form
and scope to counsel for the Representative, upon the opinion of
other counsel qualified in such jurisdictions whom such counsel
believes are reliable and who are satisfactory to counsel for
the Representative, provided that copies of any such opinions of
other counsel shall be delivered to the Representative and coun-
sel for the Representative.

In giving the opinions required by subsections (b)(1) and
(b)(2) of this Section 4, each such counsel shall state that no
facts have come to such counsel's attention that lead such
counsel to believe (i) that the Registration Statement or any
amendment thereto (except for the financial statements and sup-
porting schedules and other financial or statistical data in-
cluded or incorporated by reference therein and the Form T-1 of
the Trustee under the Indenture, as to which such counsel need
make no statement), at the time the Registration Statement or
any such amendment became effective, or at the date of the Terms
Agreement, contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading or
(ii) that the Prospectus or any amendment or supplement thereto
(except for the financial statements and supporting schedules
and other financial or statistical data included or incorporated
by reference therein, as to which such counsel need make no
statement), at the time the Prospectus was issued, at the time
any such amended or supplemented Prospectus was issued or at the
applicable Closing Time, included or includes an untrue state-
ment of a material fact or omitted or omits to state a material
fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not mis-
leading.

(c) At the applicable Closing Time, there shall not have been,
since the date of the Terms Agreement or since the respective dates
as of which information is given in the Registration Statement, any
Material Adverse Change, and the Representative shall have received a
certificate of the President or a Vice President of the Company and
of the chief financial or chief accounting officer of the Company,
dated as of such Closing Time, to the effect that (i) there has been
no such Material Adverse Change, (ii) the other representations and
warranties of the Company contained in Section 1 hereof are true and
correct with the same force and effect as though such Closing Time
were a Representation Date, (iii) the Company has complied in all
material respects with all agreements and satisfied all conditions on
its part to be performed or satisfied at or prior to the Closing Time
and (iv) no stop order suspending the effectiveness of the Registra-
tion Statement has been issued and, to the knowledge of such
officers, no proceedings for that purpose have been initiated or
threatened by the Commission.

(d) The Representative shall have received from Arthur Andersen
LLP or other independent public accountants acceptable to the
Representative a letter, dated as of the date of the Terms Agreement
and delivered at such time, in form and substance satisfactory to the
Representative, to the effect that (i) they are independent public
accountants with respect to the Company and its subsidiaries within
the meaning of the 1933 Act and the 1933 Act Regulations; (ii) it is
their opinion that the audited consolidated financial statements and
supporting schedules included or incorporated in the Registration
Statement and the Prospectus and covered by their opinions comply as
to form in all material respects with the applicable accounting
requirements of the 1933 Act and the 1933 Act Regulations and the
1934 Act and 1934 Act Regulations; (iii) they have read the unaudited
condensed consolidated interim balance sheet, statements of income,
stockholders' equity and cash flows included or incorporated in the
Registration Statement, and agreed the amounts contained therein with
the Company's accounting records as of such date or for such period,
and inquired of certain officials of the Company who have
responsibility for financial and reporting matters as to whether such
interim financial statements included or incorporated in the
Registration Statement are in conformity with generally accepted
accounting principles applied on a basis substantially consistent
with that of the audited consolidated financial statements included
or incorporated in the Registration Statement and comply as to form
in all material respects with the applicable accounting requirements
of the 1933 Act and the 1933 Act Regulations; (iv) based upon limited
procedures set forth in detail in such letter, nothing has come to
their attention which causes them to believe that (A) any unaudited
interim consolidated financial statements of the Company included or
incorporated in the Registration Statement and the Prospectus do not
comply as to form in all material respects with the applicable ac-
counting requirements of the 1933 Act and the 1933 Act Regulations
and the 1934 Act and 1934 Act Regulations or are not in conformity
with generally accepted accounting principles applied on a basis sub-
stantially consistent with that of the audited consolidated financial
statements of the Company included or incorporated by reference in
the Registration Statement and the Prospectus, (B) at the date of the
latest available consolidated balance sheet read by such accountants,
and at a specified date not more than five days prior to the date of
this Agreement, there has been any change in the capital stock of the
Company and its subsidiaries (other than issuances of capital stock
in the ordinary course of business pursuant to employee benefit plans
of the Company) or any increase in the consolidated long-term debt or
material increase in the consolidated short-term debt of the Company
and its subsidiaries or any decrease in consolidated net current
assets or net assets, as compared with the amounts shown in the
latest balance sheet included in the Registration Statement or,
during the period from the closing date of the latest income
statement included in the Prospectus to a specified date not more
than five days prior to the date of this Agreement, there were any
decreases, as compared with the corresponding period in the preceding
year, in consolidated revenues, net income or net income per share of
the Company and its subsidiaries, except in all instances for
changes, increases or decreases which the Registration Statement and
the Prospectus disclose have occurred or may occur; and (v) in addi-
tion to the examination referred to in their opinions and the limited
procedures referred to in clause (iv) above, they have carried out
certain specified procedures, not constituting an audit, with respect
to certain amounts, percentages and financial information which are
included in the Registration Statement and the Prospectus and which
are specified by the Representative, and have found such amounts,
percentages and financial information to be in agreement with the
relevant accounting, financial and other records of the Company and
its subsidiaries identified in such letter, excluding any questions
of legal interpretation.

(e) The Representative shall have received from Arthur Andersen
LLP or other independent public accountants acceptable to the
Representative a letter, dated as of the applicable Closing Time,
reconfirming or updating the letter required by subsection (d) of
this Section 4, in form and substance satisfactory to the Representa-
tive.

(f) At the applicable Closing Time, Skadden, Arps, Slate,
Meagher & Flom shall have been furnished with such documents and
opinions as they may reasonably require for the purpose of enabling
them to pass upon the issuance and sale of the Underwritten
Securities as herein contemplated and related proceedings or in order
to evidence the accuracy and completeness of any of the representa-
tions and warranties, or the fulfillment of any of the conditions,
herein contained; and all proceedings taken by the Company in
connection with the issuance and sale of the Underwritten Securities
as herein contemplated shall be reasonably satisfactory in form and
substance to the Representative and counsel for the Underwriters.

(g) In the event the Underwriters exercise
their option provided in a Terms Agreement as set forth in Section 2
hereof to purchase all or any portion of the Option Securities, the
representations and warranties of the Company contained herein and
the statements in any certificates furnished by the Company hereunder
shall be true and correct as of each Date of Delivery, and the
Representative shall have received:

(1) A certificate, dated such Date of
Delivery, of the President or a Vice President and of the chief
financial or chief accounting officer of the Company, confirming
that the certificate delivered at Closing Time pursuant to
Section 4(c) hereof remains true and correct as of such Date of
Delivery.

(2) The favorable opinion of Susan F.
Marrinan, Vice President, Secretary and General Counsel of the
Company, in form and substance satisfactory to the
Representative, dated such Date of Delivery, relating to the
Option Securities and otherwise substantially to the same effect
as the opinion required by Section 4(b)(1) hereof.

(3) The favorable opinion of Skadden,
Arps, Slate, Meagher & Flom, counsel for the Underwriters, dated
such Date of Delivery, relating to the Option Securities and
otherwise to the same effect as of the opinion required by Sec-
tion 4(b)(2) hereof.

(4) A letter from Arthur Andersen LLP
or other independent public accountants acceptable to the Repre-
sentative, in form and substance satisfactory to the
Representative and dated such Date of Delivery, substantially
the same in scope and substance as the letter furnished to the
Representative pursuant to Section 4(e) hereof, except that the
"specified date" in the letter furnished pursuant to this
Section 4(g)(4) shall be a date not more than five days prior to
such Date of Delivery.

(h) At the Closing Time, if provided for in the applicable Terms
Agreement, the Underwritten Securities and any Warrant Securities
issuable upon exercise of the Underwritten Securities shall have been
approved for listing on such national securities exchange as desig-
nated by the Representative, subject to official notice of issuance.

If any condition specified in this Section 4 shall not have been ful-
filled when and as required to be fulfilled, this Agreement may be termi-
nated by the Representative by notice to the Company at any time at or
prior to the applicable Closing Time, and such termination shall be
without liability of any party to any other party except as provided in
Section 5.

SECTION 5. Payment of Expenses. The Company will pay all expenses
incident to the performance of its obligations under this Agreement,
including (i) the printing and filing of the Registration Statement as
originally filed and of all amendments thereto, the preliminary
prospectuses, the Prospectus, and any amendments or supplements thereto,
(ii) the preparation, issuance and delivery of the certificates for the
Underwritten Securities to the Underwriters and of certificates for any
Warrant Securities issuable upon exercise of Debt Warrants or Preferred
Warrants, (iii) the fees and disbursements of the Company's counsel and
accountants, (iv) the qualification of the Underwritten Securities and any
Warrant Securities issuable upon exercise of Debt Warrants or Preferred
Warrants under securities laws in accordance with the provisions of Sec-
tion 3(i) hereof, including filing fees and the fees and disbursements of
counsel for the Underwriters in connection therewith and in connection
with the preparation of any Blue Sky Surveys and Legal Investment Surveys,
(v) the printing and delivery to the Underwriters in quantities as herein-
above stated of copies of the Registration Statement as originally filed
and of each amendment thereto, and of the Prospectus and any amendments or
supplements thereto, (vi) the printing and delivery to the Underwriters of
copies of each Securities Agreement, any Blue Sky Surveys, any Delayed
Delivery Contract and any Legal Investment Surveys, (vii) the fees, if
any, of rating agencies, (viii) the fees and expenses, if any, incurred in
connection with the listing of the Underwritten Securities or any Warrant
Securities on any national securities exchange, (ix) any filing fees inci-
dent to any required review by the National Association of Securities
Dealers, Inc. of the terms of the sale of the Securities (including the
reasonable fees, disbursements and charges of counsel for the Underwriters
in connection therewith), (x) the fees and expenses of any Trustee and
any agent of any Trustee, the fees and expenses of any Warrant Agent, and
the fees and disbursements of counsel for any Trustee or any Warrant Agent
in connection with any Securities Agreement and the Securities, (xi) any
advertising and other out-of-pocket expenses of the Representative in-
curred with the approval of the Company, (xii) the fees and expenses of
any Depository (as defined in any Securities Agreement) and any nominees
thereof in connection with the Underwritten Securities, (xiii) the cost of
providing any CUSIP or other identification numbers for the Underwritten
Securities, and (xiv) all other costs and expenses incident to the perfor-
mance of its obligations hereunder which are not otherwise specifically
provided for in this Section 5.

If this Agreement is terminated by the Representative in accordance
with the provisions of Section 4 or Section 9(a)(i) hereof, the Company
shall reimburse the Underwriters named in such Terms Agreement for all of
their out-of-pocket expenses, including the reasonable fees and disburse-
ments of counsel for the Underwriters.

SECTION 6. Indemnification. (a) The Company agrees to indemnify and
hold harmless each Underwriter, its directors, officers and employees and
each person, if any, who controls any Underwriter within the meaning of
Section 15 of the 1933 Act as follows:

(i) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, arising out of any untrue statement
or alleged untrue statement of a material fact contained in the
Registration Statement (or any amendment thereto), including the
information deemed to be part of the Registration Statement pursuant
to Rule 430A(b) of the 1933 Act Regulations, if applicable, or any
omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue statement or alleged untrue
statement of a material fact contained in any Preliminary Prospectus
Supplement or the Prospectus (or any amendment or supplement thereto)
or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading;

(ii) against any and all loss, liability, claim, damage and
expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threat-
ened, or of any claim whatsoever based upon any such untrue statement
or omission, or any such alleged untrue statement or omission, if
such settlement is effected with the written consent of the Company;
and

(iii) against any and all expense whatsoever, as incurred
(including, subject to Section 6(c) hereof, the fees and
disbursements of counsel chosen by the Representative), reasonably
incurred in investigating, preparing or defending against any litiga-
tion, or any investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon
any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not
paid under (i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any
loss, liability, claim, damage or expense to the extent arising out of any
untrue statement or omission or alleged untrue statement or omission made
in reliance upon and in conformity with written information furnished to
the Company by any Underwriter through the Representative expressly for
use in the Registration Statement (or any amendment thereto), any
Preliminary Prospectus Supplement, the Prospectus (or any amendment or
supplement thereto) or in the Form T-1 of the Trustee under the Indenture.

(b) Each Underwriter severally agrees to indemnify and hold harmless
the Company, its directors, each of its officers who signs the
Registration Statement and each person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act against any and all loss,
liability, claim, damage and expense described in subsection (a) of this
Section 6, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Regis-
tration Statement (or any amendment thereto), any Preliminary Prospectus
Supplement or the Prospectus (or any amendment or supplement thereto) in
reliance upon and in conformity with written information furnished to the
Company by such Underwriter through the Representative expressly for use
in the Registration Statement (or any amendment thereto), any Preliminary
Prospectus Supplement or the Prospectus (or any amendment or supplement
thereto).

(c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it in respect of which indemnity may be sought hereunder, but
failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability which it may have otherwise than on
account of this indemnity agreement. An indemnifying party may
participate at its own expense in the defense of any such action. In no
event shall the indemnifying parties be liable for fees and expenses of
more than one counsel (in addition to any local counsel) separate from
their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstance.

SECTION 7. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided
for in Section 6 hereof is for any reason held to be unenforceable by the
indemnified parties although applicable in accordance with its terms, the
Company and the Underwriters shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by
said indemnity agreement incurred by the Company and one or more of the
Underwriters, as incurred, in such proportions that the Underwriters are
responsible for that portion represented by the percentage that the
underwriting discount appearing on the cover page of the Prospectus bears
to the initial public offering price appearing thereon and the Company is
responsible for the balance; provided, however, that no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this
Section, each person, if any, who controls an Underwriter within the
meaning of Section 15 of the 1933 Act shall have the same rights to
contribution as such Underwriter, and each director of the Company, each
officer of the Company who signed the Registration Statement, and each
person, if any, who controls the Company within the meaning of Section 15
of the 1933 Act shall have the same rights to contribution as the Company.

SECTION 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in
this Agreement, or contained in certificates of officers of the Company
submitted pursuant hereto, shall remain operative and in full force and
effect, regardless of any investigation made by or on behalf of any
Underwriter or controlling person, or by or on behalf of the Company, and
shall survive delivery of any Underwritten Securities to the Underwriters.

SECTION 9. Termination. (a) The Representative may terminate this
Agreement, upon notice to the Company, at any time prior to the applicable
Closing Time (i) if there has been, since the date of the Terms Agreement
or since the respective dates as of which information is given in the
Registration Statement, any Material Adverse Change, or (ii) if there has
occurred any material adverse change in the financial markets in the
United States or elsewhere or any outbreak of hostilities or escalation
thereof or other calamity or crisis the effect of which is such as to make
it, in the judgment of the Representative, impracticable to market the
Underwritten Securities or enforce contracts for the sale of the Under-
written Securities, or (iii) if the rating assigned by any nationally
recognized securities rating agency to any securities of, or guaranteed
by, the Company or any of its subsidiaries shall have been lowered or if
any such rating agency shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of
any securities of, or guaranteed by, the Company or any of its
subsidiaries, or (iv) if trading in the Common Stock has been suspended by
the Commission or a national securities exchange or if trading on either
the American Stock Exchange or the New York Stock Exchange has been
suspended, or minimum or maximum prices for trading have been fixed, or
maximum ranges for prices for securities have been required, by either of
said exchanges or by order of the Commission or any other governmental
authority, or if a banking moratorium has been declared by either Federal
or New York authorities.

(b) In the event of any such termination, (i) the covenants set
forth in Section 3 hereof with respect to any offering of Underwritten
Securities shall remain in effect so long as any Underwriter retains
beneficial ownership of any such Underwritten Securities purchased from
the Company pursuant to the applicable Terms Agreement and (ii) the cove-
nant set forth in Section 3(c) hereof, the provisions of Section 5 hereof,
the indemnity agreement set forth in Section 6 hereof, the contribution
provisions set forth in Section 7 hereof and the provisions of Sections 8
and 13 hereof shall remain in effect.

SECTION 10. Default by One or More of the Underwriters. If one or
more of the Underwriters participating in an offering of Securities shall
fail at the applicable Closing Time to purchase the Underwritten
Securities which it or they are obligated to purchase under the applicable
Terms Agreement (the "Defaulted Securities"), then the Representative
shall have the right, within 24 hours thereafter, to make arrangements for
one or more of the non-defaulting Underwriters, or any other underwriters,
to purchase all, but not less than all, of the Defaulted Securities in
such amounts as may be agreed upon and upon the terms herein set forth; if
however, the Representative shall not have completed such arrangements
within such 24-hour period, then:

(a) if the aggregate amount of Defaulted Securities does not
exceed 10% of the aggregate amount of the Underwritten Securities to
be purchased pursuant to the Terms Agreement, the non-defaulting
Underwriters named in such Terms Agreement shall be obligated to
purchase the full amount thereof in the proportions that their
respective underwriting obligations thereunder bear to the
underwriting obligations of all such non-defaulting Underwriters, or

(b) if the aggregate amount of Defaulted Securities exceeds 10%
of the aggregate amount of the Underwritten Securities to be pur-
chased pursuant to such Terms Agreement, the Terms Agreement shall
terminate without any liability on the part of any non-defaulting
Underwriters.

No action taken pursuant to this Section 10 shall relieve any
defaulting Underwriter from liability in respect of its default.

In the event of a default by any Underwriter or Underwriters as
set forth in this Section 10, either the Representative or the Company
shall have the right to postpone the applicable Closing Time for a period
not exceeding seven days in order to effect any required changes in the
Registration Statement or Prospectus or in any other documents or
arrangements.

SECTION 11. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed
or transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to the Representative, with a copy to
Skadden, Arps, Slate, Meagher & Flom, 333 West Wacker Drive, Suite 2100,
Chicago, Illinois 60606, Attention: William R. Kunkel; notices to the
Company shall be directed to it at 2801-80th Street, Kenosha, Wisconsin
53141-1410, Attention: Susan F. Marrinan, Vice President, Secretary and
General Counsel.

SECTION 12. Parties. This Agreement shall inure to the benefit of
and be binding upon the Company and any Underwriter who becomes a party
hereto, and their respective successors. Nothing expressed or mentioned
in this Agreement is intended or shall be construed to give any person,
firm or corporation, other than the Company, such Underwriters and their
respective successors and the controlling persons and officers and
directors referred to in Sections 6 and 7 hereof and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This
Agreement and all conditions and provisions hereof are intended to be for
the sole and exclusive benefit of the Company, such Underwriters and their
respective successors and said controlling persons and officers and direc-
tors and their heirs and legal representatives, and for the benefit of no
other person, firm or corporation. No purchaser of Underwritten Secu-
rities from any Underwriter shall be deemed to be a successor by reason
merely of such purchase.

SECTION 13. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable
to agreements made and to be performed in said State.

SECTION 14. Counterparts. The Terms Agreement may be executed in
one or more counterparts, and if executed in more than one counterpart,
the executed counterparts shall constitute a single instrument.

<PAGE>
EXHIBIT A

SNAP-ON INCORPORATED
(a Delaware corporation)

[Title of Securities]

DELAYED DELIVERY CONTRACT

, 199

Snap-on Incorporated
2801-80th Street
Kenosha, Wisconsin 53141-1410

Attention:

Ladies and Gentlemen:

The undersigned hereby agrees to purchase from Snap-on
Incorporated, a Delaware corporation (the "Company"), and the Company
agrees to sell to the undersigned on , 199 (the "Delivery
Date"),

of the Company's [insert title of security] (the "Securities"), offered by
the Company's Prospectus dated , 199 , as supplemented by its
Prospectus Supplement dated , 199 , receipt of which is hereby ac-
knowledged at a purchase price of ___________________ to the Delivery
Date, and on the further terms and conditions set forth in this contract.

Payment for the Securities which the undersigned has agreed to
purchase on the Delivery Date shall be made to the Company or its order by
certified or official bank check in New York Clearing House funds at the
office of
, on the Delivery Date, upon delivery to the
undersigned of the Securities to be purchased by the undersigned in
definitive form and in such denominations and registered in such names as
the undersigned may designate by written or telegraphic communication
addressed to the Company not less than five full business days prior to
the Delivery Date.

The obligation of the undersigned to take delivery of and make
payment for Securities on the Delivery Date shall be subject only to the
conditions that (1) the purchase of Securities to be made by the
undersigned shall not on the Delivery Date be prohibited under the laws of
the jurisdiction to which the undersigned is subject and (2) the Company,
on or before , 199 , shall have sold to the Underwriters of the
Securities (the "Underwriters") such amount of the Securities as is to be
sold to them pursuant to the Terms Agreement dated , 199
between the Company and the Underwriters. The obligation of the
undersigned to take delivery of and make payment for Securities shall not
be affected by the failure of any purchaser to take delivery of and make
payments for Securities pursuant to other contracts similar to this
contract. The undersigned represents and warrants to you that its
investment in the Securities is not, as of the date hereof, prohibited
under the laws of any jurisdiction to which the undersigned is subject and
which govern such investment.

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

By the execution hereof, the undersigned represents and warrants
to the Company that all necessary corporate action for the due execution
and delivery of this contract and the payment for and purchase of the
Securities has been taken by it and no further authorization or approval
of any governmental or other regulatory authority is required for such
execution, delivery, payment or purchase, and that, upon acceptance hereof
by the Company and mailing or delivery of a copy as provided below, this
contract will constitute a valid and binding agreement of the undersigned
in accordance with its terms.

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

It is understood that the Company will not accept Delayed
Delivery Contracts for an amount of Securities in excess of __________ and
that the acceptance of any Delayed Delivery Contract is in the Company's
sole discretion and, without limiting the foregoing, need not be on a
first-come, first-served basis. If this contract is acceptable to the
Company, it is requested that the Company sign the form of acceptance on a
copy hereof and mail or deliver a signed copy hereof to the undersigned at
its address set forth below. This will become a binding contract between
the Company and the undersigned when such copy is so mailed or delivered.

This Agreement shall be governed by the laws of the State of New
York.

Yours very truly,

(Name of Purchaser)

By
(Title)

(Address)

Accepted as of the date
first above written.

SNAP-ON INCORPORATED

By________________________
(Title)

<PAGE>
PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING

The name and telephone number of the representative of the
Purchaser with whom details of delivery on the Delivery Date may be
discussed are as follows: (Please print)

Telephone No.
(including
Name Area Code)

SNAP-ON INCORPORATED

FIRSTAR TRUST COMPANY,

Trustee

Indenture

Dated as of September 15, 1995

Providing for the Issuance of
Senior Debt Securities in Series

<PAGE>

TABLE OF CONTENTS
Page

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . 1
"Act" . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
"Acquired Indebtedness" . . . . . . . . . . . . . . . . . . 1
"Additional Amounts" . . . . . . . . . . . . . . . . . . . 2
"Affiliate" . . . . . . . . . . . . . . . . . . . . . . . . 2
"Authenticating Agent" . . . . . . . . . . . . . . . . . . 2
"Authorized Newspaper" . . . . . . . . . . . . . . . . . . 2
"Bankruptcy Law" . . . . . . . . . . . . . . . . . . . . . 2
"Bearer Security" . . . . . . . . . . . . . . . . . . . . . 2
"Board of Directors" . . . . . . . . . . . . . . . . . . . 2
"Board Resolution" . . . . . . . . . . . . . . . . . . . . 2
"Business Day" . . . . . . . . . . . . . . . . . . . . . . 2
"Capital Stock" . . . . . . . . . . . . . . . . . . . . . . 3
"Capitalized Lease Obligation" . . . . . . . . . . . . . . 3
"CEDEL" . . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Commission" . . . . . . . . . . . . . . . . . . . . . . . 3
"Common Depository" . . . . . . . . . . . . . . . . . . . . 3
"Common Stock" . . . . . . . . . . . . . . . . . . . . . . 3
"Company" . . . . . . . . . . . . . . . . . . . . . . . . . 3
"Company Request" and "Company Order" . . . . . . . . . . . 3
"Component Currency" . . . . . . . . . . . . . . . . . . . 3
"Consolidated Net Tangible Assets" . . . . . . . . . . . . 3
"Conversion Date" . . . . . . . . . . . . . . . . . . . . . 4
"Conversion Event" . . . . . . . . . . . . . . . . . . . . 4
"Corporate Trust Office" . . . . . . . . . . . . . . . . . 4
"corporation" . . . . . . . . . . . . . . . . . . . . . . . 4
"coupon" . . . . . . . . . . . . . . . . . . . . . . . . . 4
"covenant defeasance" . . . . . . . . . . . . . . . . . . . 4
"Currency Agreement" . . . . . . . . . . . . . . . . . . . 4
"Currency Indexed Note" . . . . . . . . . . . . . . . . . . 4
"Custodian" . . . . . . . . . . . . . . . . . . . . . . . . 4
"Defaulted Interest" . . . . . . . . . . . . . . . . . . . 4
"defeasance" . . . . . . . . . . . . . . . . . . . . . . . 4
"Dollar" or "$" . . . . . . . . . . . . . . . . . . . . . . 4
"Dollar Equivalent of the Currency Unit" . . . . . . . . . 4
"Dollar Equivalent of the Foreign Currency" . . . . . . . . 4
"ECU" . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
"Election Date" . . . . . . . . . . . . . . . . . . . . . . 5
"Euroclear" . . . . . . . . . . . . . . . . . . . . . . . . 5
"European Communities" . . . . . . . . . . . . . . . . . . 5
"European Monetary System" . . . . . . . . . . . . . . . . 5
"Event of Default" . . . . . . . . . . . . . . . . . . . . 5
"Exchange Date" . . . . . . . . . . . . . . . . . . . . . . 5
"Exchange Rate Agent" . . . . . . . . . . . . . . . . . . . 5
"Exchange Rate Officer's Certificate" . . . . . . . . . . . 5
"Extension Notice" . . . . . . . . . . . . . . . . . . . . 5
"Extension Period" . . . . . . . . . . . . . . . . . . . . 5
"Final Maturity" . . . . . . . . . . . . . . . . . . . . . 5
"Foreign Currency" . . . . . . . . . . . . . . . . . . . . 5
"Foreign Currency Note" . . . . . . . . . . . . . . . . . . 5
"Government Obligations" . . . . . . . . . . . . . . . . . 5
"Holder" . . . . . . . . . . . . . . . . . . . . . . . . . 6
"Indebtedness" . . . . . . . . . . . . . . . . . . . . . . 6
"Indenture" . . . . . . . . . . . . . . . . . . . . . . . . 7
"Indexed Security" . . . . . . . . . . . . . . . . . . . . 7
"interest" . . . . . . . . . . . . . . . . . . . . . . . . 7
"Interest Payment Date" . . . . . . . . . . . . . . . . . . 7
"Interest Swap Obligations" . . . . . . . . . . . . . . . . 7
"Issue Date" . . . . . . . . . . . . . . . . . . . . . . . 7
"Lien" . . . . . . . . . . . . . . . . . . . . . . . . . . 7
"mandatory sinking fund payment" . . . . . . . . . . . . . 8
"Market Exchange Rate" . . . . . . . . . . . . . . . . . . 8
"Maturity" . . . . . . . . . . . . . . . . . . . . . . . . 8
"Notice of Default" . . . . . . . . . . . . . . . . . . . . 8
"Officers' Certificate" . . . . . . . . . . . . . . . . . . 8
"Opinion of Counsel" . . . . . . . . . . . . . . . . . . . 8
"Optional Reset Date" . . . . . . . . . . . . . . . . . . . 9
"optional sinking fund payment" . . . . . . . . . . . . . . 9
"Original Issue Discount Security" . . . . . . . . . . . . 9
"Original Stated Maturity" . . . . . . . . . . . . . . . . 9
"Outstanding" . . . . . . . . . . . . . . . . . . . . . . . 9
"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . 10
"Person" . . . . . . . . . . . . . . . . . . . . . . . . . 10
"Place of Payment" . . . . . . . . . . . . . . . . . . . . 10
"Predecessor Security" . . . . . . . . . . . . . . . . . . 10
"Principal Property" . . . . . . . . . . . . . . . . . . . 10
"Redemption Date" . . . . . . . . . . . . . . . . . . . . . 10
"Redemption Price" . . . . . . . . . . . . . . . . . . . . 11
"Registered Security" . . . . . . . . . . . . . . . . . . . 11
"Regular Record Date" . . . . . . . . . . . . . . . . . . . 11
"Repayment Date" . . . . . . . . . . . . . . . . . . . . . 11
"Repayment Price" . . . . . . . . . . . . . . . . . . . . . 11
"Reset Notice" . . . . . . . . . . . . . . . . . . . . . . 11
"Responsible Officer" . . . . . . . . . . . . . . . . . . . 11
"Restricted Subsidiary" . . . . . . . . . . . . . . . . . . 11
"Sale and Leaseback Transaction" . . . . . . . . . . . . . 11
"Secured Debt" . . . . . . . . . . . . . . . . . . . . . . 11
"Securities Exchange Act" . . . . . . . . . . . . . . . . . 11
"Security" or "Securities" . . . . . . . . . . . . . . . . 11
"Security Register" and "Security Registrar" . . . . . . . 11
"Special Record Date" . . . . . . . . . . . . . . . . . . 12
"Specified Amount" . . . . . . . . . . . . . . . . . . . . 12
"Stated Maturity" . . . . . . . . . . . . . . . . . . . . . 12
"Subsequent Interest Period" . . . . . . . . . . . . . . . 12
"Subsidiary" . . . . . . . . . . . . . . . . . . . . . . . 12
"Trust Indenture Act" or "TIA" . . . . . . . . . . . . . . 12
"Trustee" . . . . . . . . . . . . . . . . . . . . . . . . . 12
"United States" . . . . . . . . . . . . . . . . . . . . . . 12
"United States person" . . . . . . . . . . . . . . . . . . 12
"Unrestricted Subsidiary" . . . . . . . . . . . . . . . . . 12
"Valuation Date" . . . . . . . . . . . . . . . . . . . . . 13
"Voting Stock" . . . . . . . . . . . . . . . . . . . . . . 13
"Yield to Maturity" . . . . . . . . . . . . . . . . . . . . 13
Section 1.2 Compliance Certificates and Opinions . . . . . . . . . 13
Section 1.3 Form of Documents Delivered to Trustee. . . . . . . . 14
Section 1.4 Acts of Holders. . . . . . . . . . . . . . . . . . . . 14
Section 1.5 Notices, etc., to Trustee and Company. . . . . . . . . 15
Section 1.6 Notice to Holders; Waiver. . . . . . . . . . . . . . . 16
Section 1.7 Effect of Headings and Table of Contents. . . . . . . 17
Section 1.8 Successors and Assigns. . . . . . . . . . . . . . . . 17
Section 1.9 Separability Clause. . . . . . . . . . . . . . . . . 18
Section 1.10 Benefits of Indenture. . . . . . . . . . . . . . . . . 18
Section 1.11 Governing Law. . . . . . . . . . . . . . . . . . . . . 18
Section 1.12 Legal Holidays. . . . . . . . . . . . . . . . . . . . 18
Section 1.13 Communication by Holders with Other Holders . . . . . 18
Section 1.14 Counterparts . . . . . . . . . . . . . . . . . . . . . 18
Section 1.15 No Recourse Against Others . . . . . . . . . . . . . . 18
Section 1.16 No Adverse Interpretation of Other Agreements . . . . 19

ARTICLE II

SECURITIES FORMS

Section 2.1 Forms of Securities. . . . . . . . . . . . . . . . . . 19
Section 2.2 Form of Trustee's Certificate of Authentication. . . . 19
Section 2.3 Securities Issuable in Global Form. . . . . . . . . . 20

ARTICLE III

THE SECURITIES

Section 3.1 Amount Unlimited, Issuable in Series. . . . . . . . . 21
Section 3.2 Denominations. . . . . . . . . . . . . . . . . . . . . 25
Section 3.3 Execution, Authentication, Delivery and Dating . . . . 25
Section 3.4 Temporary Securities . . . . . . . . . . . . . . . . . 27
Section 3.5 Registration, Registration of Transfer and Exchange . 30
Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities . . . 33
Section 3.7 Payment of Interest; Interest Rights
Preserved; Optional Interest Reset . . . . . . . . . . 34
Section 3.8 Optional Extension of Maturity . . . . . . . . . . . . 37
Section 3.9 Persons Deemed Owners . . . . . . . . . . . . . . . . 38
Section 3.10 Cancellation . . . . . . . . . . . . . . . . . . . . . 39
Section 3.11 Computation of Interest . . . . . . . . . . . . . . . 39
Section 3.12 Currency and Manner of Payments in Respect
of Securities . . . . . . . . . . . . . . . . . . . . 39
Section 3.13 Appointment and Resignation of Successor Exchange Rate
Agent . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1 Satisfaction and Discharge of Indenture . . . . . . . 44
Section 4.2 Application of Trust Funds; Indemnification . . . . . 45

ARTICLE V

REMEDIES

Section 5.1 Events of Default . . . . . . . . . . . . . . . . . . 46
Section 5.2 Acceleration of Maturity; Rescission and Annulment . . 48
Section 5.3 Collection of Indebtedness and Suits for Enforcement by
Trustee . . . . . . . . . . . . . . . . . . . . . . . 49
Section 5.4 Trustee May File Proofs of Claim . . . . . . . . . . . 50
Section 5.5 Trustee May Enforce Claims Without
Possession of Securities or Coupons. . . . . . . . . . 51
Section 5.6 Application of Money Collected . . . . . . . . . . . . 51
Section 5.7 Limitation on Suits. . . . . . . . . . . . . . . . . . 51
Section 5.8 Unconditional Right of Holders to Receive
Principal, Premium and Interest. . . . . . . . . . . . 52
Section 5.9 Restoration of Rights and Remedies. . . . . . . . . . 52
Section 5.10 Rights and Remedies Cumulative . . . . . . . . . . . . 52
Section 5.11 Delay or Omission Not Waiver. . . . . . . . . . . . . 53
Section 5.12 Control by Holders of Securities . . . . . . . . . . . 53
Section 5.13 Waiver of Past Defaults. . . . . . . . . . . . . . . 53
Section 5.14 Waiver of Stay or Extension Laws. . . . . . . . . . . 54

ARTICLE VI

THE TRUSTEE

Section 6.1 Duties of Trustee . . . . . . . . . . . . . . . . . . . 54
Section 6.2 Rights of Trustee. . . . . . . . . . . . . . . . . . . 55
Section 6.3 Trustee's Disclaimer . . . . . . . . . . . . . . . . . 56
Section 6.4 Individual Rights of Trustee . . . . . . . . . . . . . 57
Section 6.5 Notice of Defaults . . . . . . . . . . . . . . . . . . . 57
Section 6.6 Compensation and Indemnity . . . . . . . . . . . . . . 57
Section 6.7 Corporate Trustee Required; Eligibility; Conflicting
Interests . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.8 Resignation and Removal; Appointment of Successor . . 58
Section 6.9 Acceptance of Appointment by Successor . . . . . . . . 60
Section 6.10 Merger, Conversion, Consolidation or Succession to
Business . . . . . . . . . . . . . . . . . . . . . . . 61
Section 6.11 Appointment of Authenticating Agent. . . . . . . . . 61

ARTICLE VII

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1 Disclosure of Names and Addresses of Holders. . . . . 63
Section 7.2 Reports by Trustee . . . . . . . . . . . . . . . . . . 63
Section 7.3 Reports by Company. . . . . . . . . . . . . . . . . . 63

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 8.1 Company May Consolidate, etc., Only on Certain Terms. 64
Section 8.2 Successor Person Substituted. . . . . . . . . . . . . 65

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1 Supplemental Indentures Without Consent of Holders. . 65
Section 9.2 Supplemental Indentures With Consent of Holders . . . 67
Section 9.3 Execution of Supplemental Indentures . . . . . . . . . 68
Section 9.4 Effect of Supplemental Indentures . . . . . . . . . . 68
Section 9.5 Conformity with Trust Indenture Act. . . . . . . . . . 68
Section 9.6 Reference in Securities to Supplemental Indentures. . 68

ARTICLE X

COVENANTS

Section 10.1 Payment of Principal, Premium, if Any, and Interest . 69
Section 10.2 Maintenance of Office or Agency . . . . . . . . . . . 69
Section 10.3 Money for Securities Payments to Be Held in Trust . . 70
Section 10.4 Limitation on Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries . . . . . . . . . . 71
Section 10.5 Limitation on Secured Debt . . . . . . . . . . . . . . 72
Section 10.6 Limitation on Sale and Leaseback Transactions . . . . 73
Section 10.7 Limitation on Transfer of Principal Property . . . . . 73
Section 10.8 Statement as to Compliance . . . . . . . . . . . . . . 74
Section 10.9 Additional Amounts . . . . . . . . . . . . . . . . . . 74
Section 10.10 Waiver of Certain Covenants . . . . . . . . . . . 75

ARTICLE XI

REDEMPTION OF SECURITIES

Section 11.1 Applicability of Article . . . . . . . . . . . . . . . 75
Section 11.2 Election to Redeem; Notice to Trustee . . . . . . . . 75
Section 11.3 Selection by Trustee of Securities to Be Redeemed . . 75
Section 11.4 Notice of Redemption . . . . . . . . . . . . . . . . . 76
Section 11.5 Deposit of Redemption Price . . . . . . . . . . . . . 77
Section 11.6 Securities Payable on Redemption Date . . . . . . . . 77
Section 11.7 Securities Redeemed in Part . . . . . . . . . . . . . 78

ARTICLE XII

SINKING FUNDS

Section 12.1 Applicability of Article . . . . . . . . . . . . . . . 79
Section 12.2 Satisfaction of Sinking Fund Payments with Securities 79
Section 12.3 Redemption of Securities for Sinking Fund . . . . . . 79

ARTICLE XIII

REPAYMENT AT THE OPTION OF HOLDERS

Section 13.1 Applicability of Article . . . . . . . . . . . . . . . 80
Section 13.2 Repayment of Securities . . . . . . . . . . . . . . . 80
Section 13.3 Exercise of Option . . . . . . . . . . . . . . . . . . 80
Section 13.4 When Securities Presented for Repayment Become Due and
Payable . . . . . . . . . . . . . . . . . . . . . . . 81
Section 13.5 Securities Repaid in Part . . . . . . . . . . . . . . 82

ARTICLE XIV

DEFEASANCE AND COVENANT DEFEASANCE

Section 14.1 Applicability of Article; Company's Option
to Effect Defeasance or Covenant Defeasance . . . . . 82
Section 14.2 Defeasance and Discharge . . . . . . . . . . . . . . . 82
Section 14.3 Covenant Defeasance . . . . . . . . . . . . . . . . . 83
Section 14.4 Conditions to Defeasance or Covenant Defeasance . . . 83
Section 14.5 Deposited Money and Government Obligations
to Be Held in Trust; Other Miscellaneous
Provisions . . . . . . . . . . . . . . . . . . . . . . 85

<PAGE>
SNAP-ON INCORPORATED

Reconciliation and tie between Trust Indenture Act of
1939 and Indenture, dated as of September 15, 1995

Trust Indenture
Act Section Indenture Section

Section 310(a)(1) . . . . . . . . . . . . . . . 6.7
(a)(2) . . . . . . . . . . . . . . . . . . . 6.7
(b) . . . . . . . . . . . . . . . . . . . . . 6.7, 6.8
Section 312(c) . . . . . . . . . . . . . . . . . 7.1
Section 314(a) . . . . . . . . . . . . . . . . . 7.3
(a)(4) . . . . . . . . . . . . . . . . . . . 10.9
(c)(1) . . . . . . . . . . . . . . . . . . . 1.2
(c)(2) . . . . . . . . . . . . . . . . . . . 1.2
(e) . . . . . . . . . . . . . . . . . . . . . 1.2
Section 315(b) . . . . . . . . . . . . . . . . . 6.5
Section 316(a) (last sentence) . . . . . . . . . 1.1 ("Outstanding")
(a)(1)(A) . . . . . . . . . . . . . . . . . . 5.2, 5.12
(a)(1)(B) . . . . . . . . . . . . . . . . . . 5.13
(b) . . . . . . . . . . . . . . . . . . . . . 5.8
Section 317(a)(1) . . . . . . . . . . . . . . . 5.3
(a)(2) . . . . . . . . . . . . . . . . . . . 5.4
Section 318(a) . . . . . . . . . . . . . . . . . 1.7
(c) . . . . . . . . . . . . . . . . . . . . . 1.7

NOTE: This reconciliation and tie shall not, for any purpose, be deemed

to be a part of the Indenture.

INDENTURE, dated as of September 15, 1995, between SNAP-ON
INCORPORATED, a Delaware corporation (hereinafter called the "Company")
and FIRSTAR TRUST COMPANY, a Wisconsin state banking association, as
Trustee (hereinafter called the "Trustee").

Each party agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Company's
Securities issued hereunder:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1 Definitions. For all purposes of this Indenture,
except as otherwise expressly provided or unless the context otherwise
requires:

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

(2) all other terms used herein which are defined in the
Trust Indenture Act, either directly or by reference therein,
have the meanings assigned to them therein, and the terms "cash
transaction" and "self-liquidating paper", as used in TIA
Section 311, shall have the meanings assigned to them in the
rules of the Commission adopted under the Trust Indenture Act;

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

(4) the word "or" is not exclusive;

(5) provisions apply to successive events and
transactions; and

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

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

"Acquired Indebtedness" means Indebtedness of a Person (i)
assumed in connection with the acquisition of assets from another Person
or secured by the assets so acquired from such other Person or (ii) exist-
ing at the time such other Person becomes a Restricted Subsidiary (other
than any Indebtedness incurred in connection with, or in contemplation of,
such asset acquisition or such other Person becoming a Restricted
Subsidiary). Acquired Indebtedness shall be deemed to be incurred on the
date of the related acquisition of assets from any other Person or the
date the acquired Person becomes a Restricted Subsidiary.

"Additional Amounts" means any additional amounts which are
required by a Security or by or pursuant to a Board Resolution, under
circumstances specified therein, to be paid by the Company in respect of
certain taxes imposed on certain Holders and which are owing to such
Holders.

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

"Authenticating Agent" means any authenticating agent appointed
by the Trustee pursuant to Section 6.11.

"Authorized Newspaper" means a newspaper, in the English
language or in the official language of the country of publication,
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays, and of general circulation in each place
in connection with which the term is used or in the financial community of
each such place. Where successive publications are required to be made in
Authorized Newspapers, the successive publications may be made in the same
or in different newspapers in the same city meeting the foregoing
requirements and in each case on any Business Day.

"Bankruptcy Law" has the meaning specified in Section 5.1.

"Bearer Security" means any Security established pursuant to
Section 2.1 which is payable to bearer.

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

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

"Business Day", when used with respect to any Place of Payment
or any other particular location referred to in this Indenture or the
Securities, means, unless otherwise specified with respect to any
Securities pursuant to Section 3.1, each Monday, Tuesday, Wednesday,
Thursday and Friday which is not a day on which banking institutions in
that Place of Payment or particular location are authorized or obligated
by law or executive order to close.

"Capital Stock" means, with respect to any Person, any and all
shares, interests, participations, rights in or other equivalents (however
designated) of such Person's capital stock, and any rights (other than
debt securities convertible into capital stock), warrants or options
exchangeable for or convertible into capital stock.

"Capitalized Lease Obligation" means an obligation that is
required to be classified and accounted for as a capitalized lease for
financial reporting purposes in accordance with generally accepted
accounting principles, and the amount of Indebtedness represented by such
obligation shall be the capitalized amount of such obligation determined
in accordance with such principles; and the stated maturity thereof shall
be the date of the last payment of rent or any other amount due under such
lease prior to the first date upon which such lease may be terminated by
the lessee without payment of a penalty.

"CEDEL" means Centrale de Livraison de Valeurs Mobilieres, S.A.,
or its successor.

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

"Common Depository" has the meaning specified in Section 3.4.

"Common Stock" means the Company's common stock, par value $1.00
per share.

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

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

"Component Currency" has the meaning specified in Section
3.12(h).

"Consolidated Net Tangible Assets" means the aggregate amount of
assets after deducting therefrom (a) all current liabilities (excluding
any such liability that by its term is extendable or renewable at the
option of the obligor thereon to a time more than 12 months after the time
as of which the amount thereof is being computed) and (b) all goodwill,
excess of cost over assets acquired, patents, copyrights, trademarks,
tradenames, unamortized debt discount and expense and other like
intangibles, all as shown in the most recent consolidated financial
statements of the Company and its consolidated Subsidiaries prepared in
accordance with generally accepted accounting principles.

"Conversion Date" has the meaning specified in Section 3.12(d).

"Conversion Event" means the cessation of use of (i) a Foreign
Currency both by the government of the country which issued such currency
and for the settlement of transactions by a central bank or other public
institutions of or within the international banking community, (ii) the
ECU both within the European Monetary System and for the settlement of
transactions by public institutions or within the European Communities or
(iii) any currency unit (or composite currency) other than the ECU for the
purposes for which it was established.

"Corporate Trust Office" means the office of the Trustee at
which, at any particular time, its corporate trust business shall be
principally administered, which office at the date hereof is located at
615 East Michigan Street, 4th Floor, Milwaukee, Wisconsin 53202.

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

"coupon" means any interest coupon appertaining to a Bearer
Security.

"covenant defeasance" has the meaning specified in Section 14.3.

"Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar arrangement designed to protect
the Company or any Restricted Subsidiary against fluctuations in currency
values.

"Currency Indexed Note" means any Security with the amount of
principal payments determined by reference to an index currency.

"Custodian" has the meaning specified in Section 5.1.

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

"defeasance" has the meaning specified in Section 14.2.

"Dollar" or "$" means a dollar or other equivalent unit in such
coin or currency of the United States of America as at the time shall be
legal tender for the payment of public and private debts.

"Dollar Equivalent of the Currency Unit" has the meaning
specified in Section 3.12(g).

"Dollar Equivalent of the Foreign Currency" has the meaning
specified in Section 3.12(f).

"ECU" means the European Currency Unit as defined and revised
from time to time by the Council of the European Communities.

"Election Date" has the meaning specified in Section 3.12(h).

"Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels Office, or its successor as operator of the Euroclear System.

"European Communities" means the European Economic Community,
the European Coal and Steel Community and the European Atomic Energy
Community.

"European Monetary System" means the European Monetary System
established by the Resolution of December 5, 1978 of the Council of the
European Communities.

"Event of Default" has the meaning specified in Article V.

"Exchange Date" has the meaning specified in Section 3.4.

"Exchange Rate Agent", with respect to Securities of or within
any series, means, unless otherwise specified with respect to any
Securities pursuant to Section 3.1, a New York Clearing House bank
designated pursuant to Section 3.1 or Section 3.13.

"Exchange Rate Officer's Certificate" means a certificate
setting forth (i) the applicable Market Exchange Rate or applicable bid
quotation and (ii) the Dollar or Foreign Currency amounts of principal
(and premium, if any) and interest, if any (on an aggregate basis and on
the basis of a Security having the lowest denomination principal amount
determined in accordance with Section 3.2 in the relevant currency or
currency unit), payable with respect to a Security of any series on the
basis of such Market Exchange Rate or the applicable bid quotation signed
by the Treasurer, any Vice President or any Assistant Treasurer of the
Company.

"Extension Notice" has the meaning specified in Section 3.8.

"Extension Period" has the meaning specified in Section 3.8.

"Final Maturity" has the meaning specified in Section 3.8.

"Foreign Currency" means any currency, currency unit or
composite currency, including, without limitation, the ECU issued by the
government of one or more countries other than the United States of
America or by any recognized confederation or association of such
governments.

"Foreign Currency Note" means any Securities denominated in one
or more Foreign Currencies.

"Government Obligations" means securities which are (i) direct
obligations of the United States of America or the government which issued
the Foreign Currency in which the Securities of a particular series are
payable, for the payment of which its full faith and credit is pledged or
(ii) obligations of a Person controlled or supervised by and acting as an
agency or instrumentality of the United States of America or such
government which issued the foreign currency in which the Securities of
such series are payable, the payment of which is unconditionally
guaranteed as a full faith and credit obligation by the United States of
America or such other government, which, in either case, are not callable
or redeemable at the option of the issuer thereof, and shall also include
a depository receipt issued by a bank or trust company as custodian with
respect to any such Government Obligation or a specific payment of
interest on or principal of any such Government Obligation held by such
custodian for the account of the holder of a depository receipt, provided
that (except as required by law) such custodian is not authorized to make
any deduction from the amount payable to the holder of such depository
receipt from any amount received by the custodian in respect of the
Government Obligation or the specific payment of interest on or principal
of the Government Obligation evidenced by such depository receipt.

"Holder" means, in the case of a Registered Security, the
Person in whose name a Security is registered in the Security Register
and, in the case of a Bearer Security, the bearer thereof and, when used
with respect to any coupon, shall mean the bearer thereof.

"Indebtedness" means, with respect to any Person, at any date,
any of the following, without duplication, (i) any liability, contingent
or otherwise, of such Person (A) for borrowed money (whether or not the
recourse of the lender is to the whole of the assets of such Person or
only to a portion thereof), (B) evidenced by a note, bond, debenture,
settlement agreement or similar instrument or (C) for the payment of money
relating to a Capitalized Lease Obligation or other obligation (whether
issued or assumed) relating to the deferred purchase price of property;
(ii) all conditional sale obligations and all obligations under any title
retention agreement (even if the rights and remedies of the seller under
such agreement in the event of default are limited to repossession or sale
of such property), but excluding trade accounts payable arising in the
ordinary course of business; (iii) all obligations for the reimbursement
of any obligor on any letter of credit, banker's acceptance or similar
credit transaction other than entered into in the ordinary course of
business; (iv) all indebtedness of others secured by (or for which the
holder of such indebtedness has an existing right, contingent or other-
wise, to be secured by) any Lien on any asset or property (including,
without limitation, leasehold interests and any other tangible or
intangible property) of such Person, whether or not such indebtedness is
assumed by such Person or is not otherwise such Person's legal liability;
provided, that if the obligations so secured have not been assumed in full
by such Person or are otherwise not such Person's legal liability in full,
the amount of such indebtedness for the purposes of this definition shall
be limited to the lesser of the amount of such indebtedness secured by
such Lien or the fair market value of the assets of the property securing
such Lien; (v) all indebtedness of others (including all interest and
dividends on any Indebtedness or preferred stock of any other Person for
the payment of which is) guaranteed, directly or indirectly, by such
Person or that is otherwise its legal liability or which such Person has
agreed to purchase or repurchase or in respect of which such Person has
agreed contingently to supply or advance funds; and (vi) obligations in
respect of Currency Agreements and Interest Swap Obligations.

"Indenture" means this instrument as originally executed or as
it may from time to time be supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, and shall include the terms of particular series of
Securities established as contemplated by Section 3.1; provided, 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 the or those particular series of Securities for which such Person is
Trustee established as contemplated by Section 3.1, exclusive, however, of
any provisions or terms which relate solely to the other series of
Securities for which such Person is 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.

"Indexed Security" means a Security the terms of which provide
that the principal amount thereof payable at Stated Maturity may be more
or less than the principal face amount thereof at original issuance.

"interest", when used with respect to an Original Issue Discount
Security which by its terms bears interest only after Maturity, shall mean
interest payable after Maturity, and, when used with respect to a Security
which provides for the payment of Additional Amounts pursuant to Section
10.9, includes such Additional Amounts.

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

"Interest Swap Obligations" means the obligations of any Person
pursuant to any interest rate swap agreement, interest rate collar
agreement or other similar agreement or arrangement designed to protect
such Person or any of its Subsidiaries against fluctuations in interest
rates.

"Issue Date" means the first date on which a Security is
authenticated by the Trustee pursuant to this Indenture.

"Lien" means any mortgage, pledge, security interest,
encumbrance, lien, charge or adverse claim affecting title or resulting in
an encumbrance against real or personal property or a security interest of
any kind (including, without limitation, any conditional sale or other
title retention agreement or lease in the nature thereof or any filing or
agreement to file a financing statement as debtor under the Uniform
Commercial Code or any similar statute other than to reflect ownership by
a third party or property leased to the Company or any of its Subsidiaries
under a lease that is not in the nature of a conditional sale or title
retention agreement).

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

"Market Exchange Rate" means, unless otherwise specified with
respect to any Securities pursuant to Section 3.1, (i) for any conversion
involving a currency unit on the one hand and Dollars or any Foreign
Currency on the other, the exchange rate between the relevant currency
unit and Dollars or such Foreign Currency calculated by the method
specified pursuant to Section 3.1 for the Securities of the relevant
series, (ii) for any conversion of Dollars into any Foreign Currency, the
noon buying rate for such Foreign Currency for cable transfers quoted in
New York City as certified for customs purposes by the Federal Reserve
Bank of New York and (iii) for any conversion of one Foreign Currency into
Dollars or another Foreign Currency, the spot rate at noon local time in
the relevant market at which, in accordance with normal banking
procedures, the Dollars or Foreign Currency into which conversion is being
made could be purchased with the Foreign Currency from which conversion is
being made from major banks located in either New York City, London or any
other principal market for Dollars or such purchased Foreign Currency, in
each case determined by the Exchange Rate Agent. Unless otherwise
specified with respect to any Securities pursuant to Section 3.1, in the
event of the unavailability of any of the exchange rates provided for in
the foregoing clauses (i), (ii) and (iii), the Exchange Rate Agent shall
use, in its sole discretion and without liability on its part, such
quotation of the Federal Reserve Bank of New York as of the most recent
available date, or quotations from one or more major banks in New York
City, London or other principal market for such currency or currency unit
in question, or such other quotations as the Exchange Rate Agent shall
deem appropriate. Unless otherwise specified by the Exchange Rate Agent,
if there is more than one market for dealing in any currency or currency
unit by reason of foreign exchange regulations or otherwise, the market to
be used in respect of such currency or currency unit shall be that upon
which a nonresident issuer of securities designated in such currency or
currency unit would purchase such currency or currency unit in order to
make payments in respect of such securities.

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

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

"Officers' Certificate" means a certificate signed by the
Chairman, the President or a Vice President and by the Treasurer, an
Assistant Treasurer, the Comptroller or an Assistant Comptroller, the
Secretary or an Assistant Secretary, of the Company, and delivered to the
Trustee.

"Opinion of Counsel" means a written opinion of counsel, who may
be counsel for the Company or who may be an employee of or other counsel
for the Company not unsatisfactory to the Trustee.

"Optional Reset Date" has the meaning specified in Section 3.7.

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

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

"Original Stated Maturity" has the meaning specified in Section
3.8.

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

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

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

(iii) Securities, except to the extent provided in
Sections 14.2 and 14.3, with respect to which the Company has
effected defeasance or covenant defeasance as provided in
Article XIV; and

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

provided, however, that in determining whether the Holders of the
requisite principal amount of the Outstanding Securities have given any
request, demand, authorization, direction, notice, consent or waiver
hereunder, and for the purpose of making the calculations required by TIA
Section 313, (i) the principal amount of an Original Issue Discount
Security that may be counted in making such determination or calculation
and that shall be deemed to be Outstanding for such purpose shall be equal
to the amount of principal thereof that would be (or shall have been
declared to be) due and payable, at the time of such determination, upon a
declaration of acceleration of the maturity thereof pursuant to Section
5.2, (ii) the principal amount of any Security denominated in a Foreign
Currency that may be counted in making such determination or calculation
and that shall be deemed Outstanding for such purpose shall be equal to
the Dollar equivalent, determined as of the date such Security is
originally issued by the Company as set forth in an Exchange Rate
Officer's Certificate delivered to the Trustee, of the principal amount
(or, in the case of an Original Issue Discount Security, the Dollar
equivalent as of such date of original issuance of the amount determined
as provided in clause (i) above) of such Security, (iii) the principal
amount of any Indexed Security that may be counted in making such
determination or calculation and that shall be deemed Outstanding for
such purpose shall be equal to the principal face amount of such Indexed
Security at original issuance, unless otherwise provided with respect to
such Security pursuant to Section 3.1, and (iv) Securities owned by the
Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be
protected in making such calculation or in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only
Securities which the Trustee knows to be so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded
as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Securities and
that the pledgee is not the Company or any other obligor upon the
Securities or any Affiliate of the Company or of such other obligor.

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

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

"Place of Payment", when used with respect to the Securities of
or within any series, means the place or places where the principal of
(and premium, if any) and interest on such Securities are payable as
specified as contemplated by Sections 3.1 and 10.2.

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

"Principal Property" has the meaning specified in Section 10.7.

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

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

"Registered Security" shall mean any Security which is
registered in the Security Register.

"Regular Record Date" for the interest payable on any Interest
Payment Date on the Registered Securities of or within any series means
the date specified for that purpose as contemplated by Section 3.1,
whether or not a Business Day.

"Repayment Date" means, when used with respect to any Security
to be repaid at the option of the Holder, the date fixed for such
repayment by or pursuant to this Indenture.

"Repayment Price" means, when used with respect to any Security
to be repaid at the option of the Holder, the price at which it is to be
repaid by or pursuant to this Indenture.

"Reset Notice" has the meaning specified in Section 3.7.

"Responsible Officer", when used with respect to the Trustee,
means any officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

"Restricted Subsidiary" means any Subsidiary of the Company that
is not an Unrestricted Subsidiary.

"Sale and Leaseback Transaction" has the meaning specified in
Section 10.6.

"Secured Debt" means indebtedness for money borrowed which is
secured by a mortgage, pledge, lien, security interest or encumbrance on
(a) any Principal Property of the Company or any Restricted Subsidiary or
(b) any shares of stock or Indebtedness of any Restricted Subsidiary.

"Securities Exchange Act" means the Securities Exchange Act of
1934, as amended.

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

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

"Special Record Date" for the payment of any Defaulted Interest
on the Registered Securities or within any series means a date fixed by
the Trustee pursuant to Section 3.7.

"Specified Amount" has the meaning specified in Section 3.12(h).

"Stated Maturity", when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date
specified in such Security or a coupon representing such installment of
interest as the fixed date on which the principal of such Security or such
installment of principal or interest is due and payable, as such date may
be extended pursuant to the provisions of Section 3.8.

"Subsequent Interest Period" has the meaning specified in
Section 3.7.

"Subsidiary" means a corporation, a majority of the Voting Stock
of which at the time is owned, directly or indirectly, by the Company or
by one or more other Subsidiaries, or by the Company and one or more other
Subsidiaries.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of
1939 as in force at the date as of which this Indenture was executed,
except as provided in Section 9.5.

"Trustee" means the Person named as the "Trustee" in the first
paragraph of this Indenture 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 no 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.

"United States" means, unless otherwise specified with respect
to any Securities pursuant to Section 3.1, the United States of America
(including the states and the District of Columbia), its territories, its
possessions and all other areas subject to its jurisdiction.

"United States person" means, unless otherwise specified with
respect to any Securities pursuant to Section 3.1, an individual who is a
citizen or resident of the United States, a corporation, partnership or
other entity created or organized in or under the laws of the United
States or a political subdivision thereof, or an estate or trust the
income of which is includable in gross income for United States federal
income purposes regardless of its source.

"Unrestricted Subsidiary" means (a) any Subsidiary of the
Company that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors in the manner provided
below and (b) any Subsidiary of an Unrestricted Subsidiary. The Board of
Directors may designate any Subsidiary of the Company (including any
newly-acquired or newly-formed Subsidiary) to be an Unrestricted
Subsidiary unless such Subsidiary owns any Capital Stock of, or owns or
holds any lien on any property of, the Company or any other Subsidiary of
the Company that is not a Subsidiary of the Subsidiary so designated;
provided, however, that the Subsidiary to be so designated has total
assets of $5 million or less.

"Valuation Date" has the meaning specified in Section 3.12(c).

"Voting Stock" means any class or classes of Capital Stock
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of any Person (irrespective of whether or
not at the time stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency).

"Yield to Maturity" means the yield to maturity, computed at the
time of issuance of a Security (or, if applicable, at the most recent
redetermination of interest on such Security) and as set forth in such
Security in accordance with generally accepted United States bond yield
computation principles.

Section 1.2 Compliance Certificates and Opinions. Upon any
application or request by the Company to the Trustee to take any action
under any provision of this Indenture, the Company shall furnish to the
Trustee an Officers' Certificate stating that 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, if any, have been complied
with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or
request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than pursuant
to Section 10.8) shall include:

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

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

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

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

Section 1.3 Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but
one such Person may certify or give an opinion as to some matters and one
or more other such Persons as to other matters, and any such Person may
certify or give an opinion as to such matters in one or several documents.

With respect to matters of law, an Officers' Certificate may be
based upon an Opinion of Counsel, unless the signers know, or in the
exercise of reasonable care should know, that such Opinion of Counsel is
erroneous. With respect to matters of fact, an Opinion of Counsel may
rely on an Officers' Certificate or certificates of public officials,
unless the signer knows, or in the exercise of reasonable care should
know, that any such document is erroneous.

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

Section 1.4 Acts of Holders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided
by this Indenture to be given or taken by Holders of the Outstanding
Securities of all series or one or more series, as the case may be, may be
embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by agents duly appointed
in writing. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such
agent, or of the holding by any Person of a Security, shall be sufficient
for any purpose of this Indenture and conclusive in favor of the Trustee
and the Company and any agent of the Trustee or the Company, if made in
the manner provided in this Section 1.4.

(b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a witness
of such execution or by a certificate of a notary public or other officer
authorized by law to take acknowledgements of deeds, certifying that the
individual signing such instrument or writing acknowledged to such
witness, notary public or other officer the execution thereof. Where such
execution is by a signer acting in other than its individual capacity,
such certificate or affidavit shall also constitute sufficient proof of
such signer's authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same,
may also be proved in any other manner which the Trustee deems sufficient.

(d) The ownership of Bearer Securities may be proved by
the production of such Bearer Securities or by a certificate executed, as
depository, by any trust company, bank, banker or other depository,
wherever situated, if such certificate shall be deemed by the Trustee to
be satisfactory, showing that at the date therein mentioned such Person
had on deposit with such depository, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the
certificate or affidavit of the Person holding such Bearer Securities, if
such certificate or affidavit is deemed by the Trustee to be satisfactory.
The Trustee and the Company may assume that such ownership of any Bearer
Security continues until (1) another certificate or affidavit bearing a
later date issued in respect of the same Bearer Security is produced, or
(2) such Bearer Security is produced to the Trustee by some other Person,
or (3) such Bearer Security is surrendered in exchange for a Registered
Security, or (4) such Bearer Security is no longer Outstanding. The
ownership of Bearer Securities may also be proved in any other manner
which the Trustee deems sufficient.

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

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

Section 1.5 Notices, etc., to Trustee and Company. Any
request, demand, authorization, direction, notice, consent, waiver or Act
of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with, the Trustee by any Holder
or by the Company, or the Company by the Trustee or by any Holder, shall
be sufficient for every purpose hereunder (unless otherwise herein
expressly provided) if given in writing and delivered in person or by
registered or certified mail (postage prepaid, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery,
addressed as follows:

If to the Company:

Snap-On Incorporated
2801 80th Street
Kenosha, Wisconsin 53141-1410
Telecopy: 414-656-5717
Attention: General Counsel

If to the Trustee:

Firstar Trust Company
615 East Michigan Street
4th Floor
Milwaukee, Wisconsin 53202
Telecopy: 414-287-3904
Attention: Corporate Trust Services

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

Any notice or communication to the Company or the Trustee shall
be deemed to have been duly given or made at the time delivered by hand if
personally delivered; five calendar days after mailing if sent by
registered or certified mail; when answered back, if telexed; when receipt
is acknowledged, if telecopied; and the next Business Day after timely
delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery (except that a notice of change of address shall not be
deemed to have been given until actually received by the addressee).

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

Section 1.6 Notice to Holders; Waiver. Where this Indenture
provides for notice of any event to Holders of Registered Securities by
the Company or the Trustee, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed,
first-class postage prepaid, to each such Holder affected by such event,
at its address as it appears in the Security Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Holders of Registered
Securities is given by mail, neither the failure to mail such notice, or
any defect in any notice so mailed, to any particular Holder shall affect
the sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer
Securities given as provided herein. Any notice mailed to a Holder in the
manner herein prescribed shall be conclusively deemed to have been
received by such Holder, whether or not such Holder actually receives such
notice.

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

Except as otherwise expressly provided herein or otherwise
specified with respect to any Securities pursuant to Section 3.1, where
this Indenture provides for notice to Holders of Bearer Securities of any
event, such notice shall be sufficiently given if published in an
Authorized Newspaper in The City of New York and in such other city or
cities as may be specified in such Securities on two separate Business
Days, such publications to be not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.
Any such notice shall be deemed to have been given on the first date of
such publications.

If by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it
shall be impracticable to publish any notice to Holders of Bearer
Securities as provided above, then such notification to Holders of Bearer
Securities as shall be given with the approval of the Trustee shall
constitute sufficient notice to such Holders for every purpose hereunder.
Neither the failure to give notice by publication to Holders of Bearer
Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of such notice with respect to other Holders
of Bearer Securities or the sufficiency of any notice to Holders of
Registered Securities given as provided herein.

Any request, demand, authorization, direction, notice, consent
or waiver required or permitted under this Indenture shall be in the
English language, except that any published notice may be in an official
language of the country of publication.

Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed
with the Trustee, but such filing shall not be a condition precedent to
the validity of any action taken in reliance upon such waiver.

Section 1.7 Effect of Headings and Table of Contents. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 1.8 Successors and Assigns. All covenants and
agreements in this Indenture and the Securities by the Company shall bind
its successors and assigns, and all agreements in this Indenture by the
Trustee shall bind its successors, whether so expressed or not.

Section 1.9 Separability Clause. In case any provision in this
Indenture or in any Security or coupon shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 1.10 Benefits of Indenture. Nothing in this Indenture
or in the Securities or coupons, express or implied, shall give to any
Person, other than the parties hereto, any Security Registrar, any Paying
Agent, any Authenticating Agent and their successors hereunder and the
Holders any benefit or any legal or equitable right, remedy or claim under
this Indenture.

Section 1.11 Governing Law. This Indenture and the Securities
and coupons shall be governed by and construed in accordance with the law
of the State of New York. This Indenture is subject to the provisions of
the Trust Indenture Act of 1939, as amended, that are required to be part
of this Indenture and shall, to the extent applicable, be governed by such
provisions.

Section 1.12 Legal Holidays. In any case where any Interest
Payment Date, Redemption Date, Repayment Date, sinking fund payment date,
Stated Maturity or Maturity of any Security shall not be a Business Day at
any Place of Payment, then (notwithstanding any other provision of the
Indenture or any Security or coupon other than a provision in the
Securities of any series which specifically states that such provision
shall apply in lieu of this Section), payment of interest or any
Additional Amounts or principal (and premium, if any) need not be made at
such Place of Payment on such date, but may be made on the next succeeding
Business Day at such Place of Payment with the same force and effect as if
made on the Interest Payment Date, Redemption Date, Repayment Date or
sinking fund payment date, or at the Stated Maturity, provided that no
interest shall accrue on the amount so payable for the period from and
after such Interest Payment Date, Redemption Date, Repayment Date, sinking
fund payment date, Stated Maturity or Maturity, as the case may be.

Section 1.13 Communication by Holders with Other Holders.
Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Securities. The
Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

Section 1.14 Counterparts. This Indenture may be executed in
any number of counterparts, each of which so executed shall be deemed to
be an original, but all such counterparts shall together constitute but
one and the same Indenture.

Section 1.15 No Recourse Against Others. A director,
officer, employee or stockholder, as such, of the Company shall not have
any liability for any obligations of the Company under the Securities or
this Indenture or for any claim based on, in respect of or by reason of
such obligations or their creation. Each Holder by accepting a Security
waives and releases all such liability. The waiver and release are part
of the consideration for the issue of Securities.

Section 1.16 No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any Subsidiary. Any such indenture, loan
or debt agreement may not be used to interpret this Indenture.

ARTICLE II

SECURITIES FORMS

Section 2.1 Forms of Securities. The Registered Securities, if
any, of each series and the Bearer Securities, if any, of each series and
related coupons shall be in substantially the forms as shall be
established in one or more indentures supplemental hereto or approved from
time to time by or pursuant to a Board Resolution in accordance with
Section 3.1, shall have such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or any indenture supplemental hereto, and may have such letters,
numbers or other marks of identification or designation and such legends
or endorsements placed thereon as the Company may deem appropriate and as
are not inconsistent with the provisions of this Indenture, or as may be
required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on
which the Securities may be listed, or to conform to usage.

Unless otherwise specified as contemplated by Section 3.1,
Bearer Securities shall have interest coupons attached.

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

Section 2.2 Form of Trustee's Certificate of Authentication.
Subject to Section 6.11, the Trustee's certificate of authentication shall
be in substantially the following form:

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

Firstar Trust Company, as Trustee

By:

Authorized Signatory

Section 2.3 Securities Issuable in Global Form. If Securities
of or within a series are issuable in global form, as specified as
contemplated by Section 3.1, then, notwithstanding clause (13) of Section
3.1 and the provisions of Section 3.2, any such Security shall represent
such of the Outstanding Securities of such series as shall be specified
therein and may provide that it shall represent the aggregate amount of
Outstanding Securities of such series from time to time endorsed thereon
and that the aggregate amount of Outstanding Securities of such series
represented thereby may from time to time be increased or decreased to
reflect exchanges. Any endorsement of a Security in global form to
reflect the amount, or any increase or decrease in the amount, of
Outstanding Securities represented thereby shall be made by the Trustee in
such manner and upon instructions given by such Person or Persons as shall
be specified therein or in the Company Order to be delivered to the
Trustee pursuant to Section 3.3 or 3.4. Subject to the provisions of
Section 3.3 and, if applicable, Section 3.4, the Trustee shall deliver and
redeliver any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or
3.4 has been, or simultaneously is, delivered, any instructions by the
Company with respect to endorsement or delivery or redelivery of a
Security in global form shall be in writing but need not comply with
Section 1.2 and need not be accompanied by an Opinion of Counsel.

The provisions of the last sentence of Section 3.3 shall apply
to any Security represented by a Security in global form if such Security
was never issued and sold by the Company and the Company delivers to the
Trustee the Security in global form together with written instructions
(which need not comply with Section 1.2 and need not be accompanied by an
Opinion of Counsel) with regard to the reduction in the principal amount
of Securities represented thereby, together with the written statement
contemplated by the last sentence of Section 3.3.

Notwithstanding the provisions of Section 3.7, unless otherwise
specified as contemplated by Section 3.1, payment of principal of and any
premium and interest on any Security in permanent global form shall be
made to the Person or Persons specified therein.

Notwithstanding the provisions of Section 3.9 and except as
provided in the preceding paragraph, the Company, the Trustee and any
agent of the Company and the Trustee shall treat as the Holder of such
principal amount of Outstanding Securities represented by a permanent
global Security (i) in the case of a permanent global Security in
registered form, the Holder of such permanent global Security in
registered form, or (ii) in the case of a permanent global Security in
bearer form, Euroclear or CEDEL.

ARTICLE III

THE SECURITIES

Section 3.1 Amount Unlimited, Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

The Securities may be issued in one or more series. There shall
be established in one or more Board Resolutions or pursuant to authority
granted by one or more Board Resolutions and, subject to Section 3.3, set
forth, or determined in the manner provided, in an Officers' Certificate,
or established in one or more indentures supplemental hereto, prior to the
issuance of Securities of any series, any or all of the following, as
applicable (each of which (except for the matters set forth in clauses
(1), (2) and (22) below), if so provided, may be determined from time to
time by the Company with respect to unissued Securities of the series when
issued from time to time):

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

(2) any limit upon the aggregate principal amount of the
Securities of the series that may be authenticated and delivered
under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for,
or in lieu of, other Securities of the series pursuant to
Section 3.4, 3.5, 3.6, 9.6, 11.7 or 13.5);

(3) if other than the principal amount thereof, the
portion of the principal amount of Securities of the series that
shall be payable upon declaration of acceleration of the
Maturity thereof pursuant to Section 5.2 or the method by which
such portion shall be determined;

(4) the date or dates, or the method by which such date or
dates will be determined or extended, on which the principal of
the Securities of the series shall be payable;

(5) the rate or rates at which the Securities of the
series shall bear interest, if any, or the method by which such
rate or rates shall be determined, the date or dates from which
such interest, if any, shall accrue or the method by which such
date or dates shall be determined, the Interest Payment Dates on
which such interest will be payable and the Regular Record Date
or Dates, if any, for the interest payable on any Registered
Security on any Interest Payment Date, or the method by which
such date shall be determined, and the basis upon which interest
shall be calculated if other than that of a 360-day year of
twelve 30-day months;

(6) the period or periods within which, the price or
prices at which, the currency or currencies, currency unit or
units or composite currency or currencies in which (if other
than Dollars), and other terms and conditions upon which,
Securities of the series may be redeemed, in whole or in part,
at the option of the Company and whether the Company is to have
that option;

(7) the obligation, if any, of the Company to redeem,
repay or purchase Securities of the series pursuant to any
sinking fund or analogous provision or at the option of a Holder
thereof, and the period or periods within which or the date or
dates on which, the price or prices at which, the currency or
currencies, currency unit or units or composite currency or
currencies in which, and other terms and conditions upon which,
Securities of the series shall be redeemed, repaid or purchased,
in whole or in part, pursuant to such obligation;

(8) whether Securities of the series are to be issuable as
Registered Securities, Bearer Securities (with or without
coupons) or both, any restrictions applicable to the offer, sale
or delivery of Bearer Securities and the terms upon which Bearer
Securities of the series may be exchanged for Registered
Securities of the series and vice versa (if permitted by
applicable laws and regulations), whether any Securities of the
series are to be issuable initially in temporary global form and
whether any Securities of the series are to be issuable in
permanent global form with or without coupons and, if so,
whether beneficial owners of interests in any such permanent
global Security may exchange such interests for Securities of
such series and of like tenor of any authorized form and
denomination and the circumstances under which any such
exchanges may occur, if other than in the manner provided in
Section 3.5, and, if Registered Securities of the series are to
be issuable as a global Security, the identity of the depository
for such series;

(9) if other than Dollars, the currency or currencies,
currency unit or units or composite currency or currencies
(which may include composite currencies such as the ECU) in
which payment of the principal of (and premium, if any) or
interest or Additional Amounts, if any, on the Securities of the
series shall be payable or in which the Securities of the series
shall be denominated and the particular provisions applicable
thereto in accordance with, in addition to or in lieu of any of
the provisions of Section 3.12;

(10) whether the amount of payments of principal of (and
premium, if any) or interest, if any, on the Securities of the
series may be determined with reference to an index, formula or
other method (which index, formula or method may be based,
without limitation, on one or more currencies, currency units,
composite currencies, commodities, equity indices or other
indices), and the manner in which such amounts shall be
determined;

(11) whether the Company or a Holder may elect payment of
the principal of (and premium, if any) or interest or Additional
Amounts, if any, on the Securities of the series in a currency
or currencies, currency unit or units or composite currency or
currencies other than that in which such Securities are
denominated or stated to be payable, the period or periods
within which (including the Election Date), and the terms and
conditions upon which, such election may be made, and the time
and manner of determining the exchange rate between the currency
or currencies, currency unit or units or composite currency or
currencies in which such Securities are denominated or stated to
be payable and the currency or currencies, currency unit or
units or composite currency or currencies in which such
Securities are to be so payable, in each case in accordance
with, in addition to or in lieu of any of the provisions of
Section 3.12;

(12) the place or places, if any, other than or in
addition to the Corporate Trust Office of the Trustee, where the
principal of (and premium, if any), interest, if any, on, and
any Additional Amounts payable in respect of, Securities of the
series shall be payable, any Registered Securities of the series
may be surrendered for registration of transfer, Securities of
the series may be surrendered for exchange and notices or
demands to or upon the Company in respect of the Securities of
the series and this Indenture may be served;

(13) if other than denominations of $1,000 and any
integral multiple thereof, the denominations in which any
Registered Securities of the series shall be issuable and, if
other than the denomination of $5,000, the denominations or
denominations in which any Bearer Securities of the series shall
be issuable;

(14) if other than the Trustee, the identity of each
Security Registrar or Paying Agent;

(15) the date as of which any Bearer Securities of the
series and any temporary global Security representing Outstand-
ing Securities of the series shall be dated if other than the
date of original issuance of the first Security of the series to
be issued;

(16) the applicability, if at all, of Section 14.2 or 14.3
to the Securities of the series and any provisions in
modification of, in addition to or in lieu of any of the
provisions of Article XIV;

(17) the Person to whom any interest on any Registered
Security of the series shall be payable, if other than the
Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the
Regular Record Date for such interest, the manner in which, or
the Person to whom, any interest on any Bearer Security of the
series shall be payable, if otherwise than upon presentation and
surrender of the coupons appertaining thereto as they severally
mature, and the extent to which, or the manner in which, any
interest payable on a temporary global Security on an Interest
Payment Date will be paid if other than in the manner provided
in Section 3.4;

(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, then the form and terms of such certificates,
documents or conditions;

(19) if the Securities of the series are to be issued upon
the exercise of warrants, the time, manner and place for such
Securities to be authenticated and delivered;

(20) whether and under what circumstances the Company will
pay Additional Amounts as contemplated by Section 10.9 on the
Securities of the series to any Holder who is not a United
States person (including any modification to the definition of
such term) in respect of any tax, assessment or governmental
charge and, if so, whether the Company will have the option to
redeem such Securities rather than pay such Additional Amounts
(and the terms of any such option);

(21) provisions, if any, granting special rights to the
Holders of Securities of the series upon the occurrence of such
events as may be specified;

(22) any deletions from, modifications of or additions to
the Events of Default or covenants of the Company with respect
to Securities of the series, whether or not such Events of
Default or covenants are consistent with the Events of Default
or covenants set forth herein;

(23) the designation of the initial Exchange Rate Agent,
if any; and

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

All Securities of any one series and the coupons appertaining to
any Bearer Securities of such series shall be substantially identical
except, in the case of Registered Securities, as to denomination and
except as may otherwise be provided in or pursuant to such Board
Resolution (subject to Section 3.3) and 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, without the consent of the
Holders, for issuances of additional Securities of such series.

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

Section 3.2 Denominations. The Securities of each series shall
be issuable in such denominations as shall be specified as contemplated by
Section 3.1. With respect to Securities of any series denominated in
Dollars, in the absence of any such provisions with respect to the
Securities of any series, the Registered Securities of such series, other
than Registered Securities issued in global form (which may be of any
denomination) shall be issuable in denominations of $1,000 and any
integral multiple thereof, and the Bearer Securities of such series, other
than Bearer Securities issued in global form (which may be of any
denomination), shall be issuable in a denomination of $5,000.

Section 3.3 Execution, Authentication, Delivery and Dating.
The Securities and any coupons appertaining thereto shall be executed on
behalf of the Company by its Chairman, its President or one of its Vice
Presidents, under its corporate seal reproduced thereon, and attested by
its Secretary or one of its Assistant Secretaries. The signature of any
of these officers on the Securities and coupons may be manual or facsimile
signatures of the present or any future such authorized officer and may be
imprinted or otherwise reproduced on the Securities.

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

At any time and from time to time after the execution of this
Indenture, the Company may deliver Securities of any series, together with
any coupon appertaining thereto, executed by the Company to the Trustee
for authentication, together with a Company Order for the authentication
and delivery of such Securities, and the Trustee in accordance with the
Company Order shall authenticate and deliver such Securities; provided,
however, that, in connection with its original issuance, no Bearer
Security shall be mailed or otherwise delivered to any location in the
United States; and provided further that, unless otherwise specified with
respect to any series of Securities pursuant to Section 3.1, a Bearer
Security may be delivered in connection with its original issuance only if
the Person entitled to receive such Bearer Security shall have furnished a
certificate in the form set forth in Exhibit A-1 to this Indenture or such
other certificate as may be specified with respect to any series of
Securities pursuant to Section 3.1, dated no earlier than 15 days prior to
the earlier of the date on which such Bearer Security is delivered and the
date on which any temporary Security first becomes exchangeable for such
Bearer Security in accordance with the terms of such temporary Security
and this Indenture. If any Security shall be represented by a permanent
global Bearer Security, then, for purposes of this Section and Section
3.4, the notation of a beneficial owner's interest therein upon original
issuance of such Security or upon exchange of a portion of a temporary
global Security shall be deemed to be delivery in connection with its
original issuance of such beneficial owner's interest in such permanent
global Security. Except as permitted by Section 3.6, the Trustee shall
not authenticate and deliver any Bearer Security unless all appurtenant
coupons for interest then matured have been detached and cancelled. If
all the Securities of any series are not to be issued at one time and if
the Board Resolution or supplemental indenture establishing such series
shall so permit, such Company Order may set forth procedures acceptable to
the Trustee for the issuance of such Securities and determining the terms
of particular Securities of such series, such as interest rate, maturity
date, date of issuance and date from which interest shall accrue. In
authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities, the
Trustee shall be entitled to receive, and (subject to TIA Sections 315(a)
through 315(d)) shall be fully protected in relying upon,

(i) an Opinion of Counsel stating,

(a) that the form or forms of such Securities
and any coupons have been established in conformity
with the provisions of this Indenture;

(b) that the terms of such Securities and any
coupons have been established in conformity with the
provisions of this Indenture; and

(c) that such Securities, together with any
coupons appertaining thereto, when completed by
appropriate insertions and executed and delivered by
the Company to the Trustee for authentication in
accordance with this Indenture, authenticated and
delivered by the Trustee in accordance with this
Indenture and issued by the Company in the manner and
subject to any conditions specified in such Opinion of
Counsel, will constitute legal, valid and binding
obligations of the Company, enforceable in accordance
with their terms, subject to applicable bankruptcy,
insolvency, reorganization and other similar laws of
general applicability relating to or affecting the en-
forcement of creditors' rights, to general equitable
principles and to such other qualifications as such
counsel shall conclude do not materially affect the
rights of Holders of such Securities and any coupons;
and

(ii) an Officers' Certificate stating, to the best of the
knowledge of the signers of such certificate, that no Event of
Default with respect to any of the Securities shall have
occurred and be continuing.

If such form or terms have been so established, the Trustee shall not be
required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties,
obligations or immunities under the Securities and this Indenture or
otherwise in a manner which is not reasonably acceptable to the Trustee.
Notwithstanding the generality of the foregoing, the Trustee will not be
required to authenticate Securities denominated in a Foreign Currency if
the Trustee reasonably believes that it would be unable to perform its
duties with respect to such Securities.

Notwithstanding the provisions of Section 3.1 and of the
preceding paragraph, if all the Securities of any series are not to be
issued at one time, it shall not be necessary to deliver an Officers'
Certificate otherwise required pursuant to Section 3.1 or a Company Order,
or an Opinion of Counsel or an Officers' Certificate otherwise required
pursuant to the preceding paragraph at the time of issuance of each
Security of such series, but such order, opinion and certificates, with
appropriate modifications to cover such future issuances, shall be
delivered at or before the time of issuance of the first Security of such
series.

Each Registered Security shall be dated the date of its
authentication and each Bearer Security shall be dated as of the date
specified as contemplated by Section 3.1.

No Security or coupon shall be entitled to any benefit under
this Indenture or be valid or obligatory for any purpose unless there
appears on such Security or Security to which such coupon appertains a
certificate of authentication substantially in the form provided for
herein duly executed by the Trustee by manual signature of an authorized
signatory, and such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly
authenticated and delivered hereunder and is entitled to the benefits of
this Indenture. Notwithstanding the foregoing, if any Security shall have
been authenticated and delivered hereunder but never issued and sold by
the Company, and the Company shall deliver such Security to the Trustee
for cancellation as provided in Section 3.10 together with a written
statement (which need not comply with Section 1.2 and need not be
accompanied by an Opinion of Counsel) stating that such Security has never
been issued and sold by the Company, for all purposes of this Indenture
such Security shall be deemed never to have been authenticated and
delivered hereunder and shall never be entitled to the benefits of this
Indenture.

Section 3.4 Temporary Securities. (a) Pending the preparation
of definitive Securities of any series, the Company may execute, and upon
Company Order the Trustee shall authenticate and deliver, temporary
Securities which are printed, lithographed, typewritten, mimeographed or
otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued, in
registered form, or, if authorized, in bearer form with one or more
coupons or without coupons, and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing
such Securities may determine, as conclusively evidenced by their
execution of such Securities. In the case of Securities of any series,
such temporary Securities may be in global form.

Except in the case of temporary Securities in global form (which
shall be exchanged in accordance with Section 3.4(b) or as otherwise
provided in or pursuant to a Board Resolution), if temporary Securities of
any series are issued, the Company will cause definitive Securities of
that series to be prepared without unreasonable delay. After the
preparation of definitive Securities of such series, the temporary
Securities of such series shall be exchangeable for definitive Securities
of such series, the temporary Securities of such series at the office or
agency of the Company in a Place of Payment for that series, without
charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities of any series (accompanied by any non-matured coupons
appertaining thereto), the Company shall execute and the Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
definitive Securities of the same series of authorized denominations;
provided, however, that no definitive Bearer Security shall be delivered
in exchange for a temporary Registered Security; and provided further that
a definitive Bearer Security shall be delivered in exchange for a
temporary Bearer Security only in compliance with the conditions set forth
in Section 3.3. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of such series.

(b) Unless otherwise provided in or pursuant to a Board
Resolution, this Section 3.4(b) shall govern the exchange of temporary
Securities issued in global form. If temporary Securities of any series
are issued in global form, any such temporary global Security shall,
unless otherwise provided therein, be delivered to the London office of a
depository or common depository (the "Common Depository"), for the benefit
of Euroclear and CEDEL, for credit to the respective accounts of the
beneficial owners of such Securities (or to such other accounts as they
may direct).

Without unnecessary delay but in any event not later than the
date specified in, or determined pursuant to the terms of, any such
temporary global Security (the "Exchange Date"), the Company shall deliver
to the Trustee definitive Securities, in aggregate principal amount equal
to the principal amount of such temporary global Security, executed by the
Company. On or after the Exchange Date, such temporary global Security
shall be surrendered by the Common Depository to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time
to time in part, for definitive Securities without charge, and the Trustee
shall authenticate and deliver, in exchange for each portion of such
temporary global Security, an equal aggregate principal amount of
definitive Securities of the same series of authorized denominations and
of like tenor as the portion of such temporary global Security to be ex-
changed. The definitive Securities to be delivered in exchanged for any
such temporary global Security shall be in bearer form, registered form,
permanent global bearer form or permanent global registered form, or any
combination thereof, as specified as contemplated by Section 3.1, and, if
any combination thereof is so specified, as requested by the beneficial
owner thereof; provided, however, that, unless otherwise specified in such
temporary global Security upon such presentation by the Common Depository,
such temporary global Security is accompanied by a certificate dated the
Exchange Date or a subsequent date and signed by Euroclear as to the
portion of such temporary global Security held for its account then to be
exchanged and a certificate dated the Exchange Date or a subsequent date
and signed by CEDEL as to the portion of such temporary global Security
held for its account then to be exchanged, each in the form set forth in
Exhibit A-2 to this Indenture or in such other form as may be established
pursuant to Section 3.1; and provided further that definitive Bearer
Securities shall be delivered in exchange for a portion of a temporary
global Security only in compliance with the requirements of Section 3.3.

Unless otherwise specified in such temporary global Security,
the interest of a beneficial owner of Securities of a series in a
temporary global Security shall be exchanged for definitive Securities of
the same series and of like tenor following the Exchange Date when the
account holder instructs Euroclear or CEDEL, as the case may be, to
request such exchange on its behalf and delivers to Euroclear or CEDEL, as
the case may be, a certificate in the form set forth in Exhibit A-1 to
this Indenture (or in such other form as may be established pursuant to
Section 3.1), dated no earlier than 15 days prior to the Exchange Date,
copies of which certificate shall be available from the offices of
Euroclear and CEDEL, the Trustee, any Authenticating Agent appointed for
such series of Securities and each Paying Agent. Unless otherwise
specified in such temporary global Security, any such exchange shall be
made free of charge to the beneficial owners of such temporary global
Security, except that a Person receiving definitive Securities must bear
the cost of insurance, postage, transportation and the like unless such
Person takes delivery of such definitive Securities in person at the
offices of Euroclear or CEDEL. Definitive Securities in bearer form to be
delivered in exchange for any portion of a temporary global Security shall
be delivered only outside the United States.

Until exchanged in full as hereinabove provided, 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
and of like tenor authenticated and delivered hereunder, except that,
unless otherwise specified as contemplated by Section 3.1, interest
payable on a temporary global Security on an Interest Payment Date for
Securities of such series occurring prior to the applicable Exchange Date
shall be payable to Euroclear and CEDEL on such Interest Payment Date upon
delivery by Euroclear and CEDEL to the Trustee of a certificate or
certificates in the form set forth in Exhibit A-2 to this Indenture (or in
such other forms as may be established pursuant to Section 3.1), for
credit without further interest on or after such Interest Payment Date to
the respective accounts of Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or CEDEL, as the case may be, a certificate dated
no earlier than 15 days prior to the Interest Payment Date occurring prior
to such Exchange Date in the form set forth as Exhibit A-1 to this
Indenture (or in such other forms as may be established pursuant to
Section 3.1). Notwithstanding anything to the contrary herein contained,
the certifications made pursuant to this paragraph shall satisfy the
certification requirements of the preceding two paragraphs of this Section
3.4(b) and of the third paragraph of Section 3.3 of this Indenture, and
the interests of the Persons who are the beneficial owners of the tempo-
rary global Security with respect to which such certification was made
will be exchanged for definitive Securities of the same series and of like
tenor on the Exchange Date or the date of certification if such date
occurs after the Exchange Date, without further act or deed by such benef-
icial owners. Except as otherwise provided in this paragraph, no payments
of principal or interest owing with respect to a beneficial interest in a
temporary global Security will be made unless and until such interest in
such temporary global Security shall have been exchanged for an interest
in a definitive Security. Any interest so received by Euroclear and CEDEL
and not paid as herein provided shall be returned to the Trustee prior to
the expiration of two years after such Interest Payment Date in order to
be repaid to the Company.

Section 3.5 Registration, Registration of Transfer and Ex-
change. The Company shall cause to be kept at the Corporate Trust Office
of the Trustee or in any other office or agency of the Company in a Place
of Payment a register for each series of Securities (the registers
maintained in such office or in any such office or agency of the Company
in a Place of Payment being herein sometimes referred to collectively as
the "Security Register") in which, subject to such reasonable regulations
as it may prescribe, the Company shall provide for the registration of
Registered Securities and of transfers of Registered Securities. The
Security Register shall be in written form or any other form capable of
being converted into written form within a reasonable time. The Trustee,
at its Corporate Trust Office, is hereby initially appointed "Security
Registrar" for the purpose of registering Registered Securities and
transfers of Registered Securities on such Security Register as herein
provided. In the event that the Trustee shall cease to be Security
Registrar, it shall have the right to examine the Security Register at all
reasonable times.

Upon surrender for registration of transfer of any Registered
Security of any series at any office or agency in a Place of Payment for
that series, the Company shall execute, and the Trustee shall authenticate
and deliver, in the name of the designated transferee or transferees, one
or more new Registered Securities of the same series, of any authorized
denominations and of a like aggregate principal amount, bearing a number
not contemporaneously outstanding, and containing identical terms and
provisions.

At the option of the Holder, Registered Securities of any series
may be exchanged for other Registered Securities of the same series, of
any authorized denomination or denominations and of a like aggregate
principal amount, containing identical terms and provisions, upon
surrender of the Registered Securities to be exchanged at any such office
or agency. Whenever any Registered Securities are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate
and deliver, the Registered Securities which the Holder making the
exchange is entitled to receive. Unless otherwise specified with respect
to any series of Securities as contemplated by Section 3.1, Bearer
Securities may not be issued in exchange for Registered Securities.

If (but only if) permitted by the applicable Board Resolution
and (subject to Section 3.3) set forth in the applicable Officers'
Certificate, or in any indenture supplemental hereto, delivered as
contemplated by Section 3.1, at the option of the Holder, Bearer Securi-
ties of any series may be exchanged for Registered Securities of the same
series of any authorized denominations and of a like aggregate principal
amount and tenor, upon surrender of the Bearer Securities to be exchanged
at any such office or agency, with all unmatured coupons and all matured
coupons in default thereto appertaining. If the Holder of a Bearer
Security is unable to produce any such unmatured coupon or coupons or
matured coupon or coupons in default, any such permitted exchange may be
effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company in an amount equal to the face amount of such
missing coupon or coupons, or the surrender of such missing coupon or
coupons may be waived by the Company and the Trustee if there is furnished
to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such
Security shall surrender to any Paying Agent any such missing coupon in
respect of which such a payment shall have been made, such Holder shall be
entitled to receive the amount of such payment; provided, however, that,
except as otherwise provided in Section 10.2, interest represented by
coupons shall be payable only upon presentation and surrender of those
coupons at an office or agency located outside the United States.
Notwithstanding the foregoing, in case a Bearer Security of any series is
surrendered at any such office or agency in a permitted exchange for a
Registered Security of the same series and like tenor after the close of
business at such office or agency on (i) any Regular Record Date and
before the opening of business at such office or agency on the relevant
Interest Payment Date, or (ii) any Special Record Date and before the
opening of business at such office or agency on the related proposed date
for payment of Defaulted Interest, such Bearer Security shall be
surrendered without the coupon relating to such Interest Payment Date or
proposed date for payment, as the case may be, and interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment
Date or proposed date for payment, as the case may be, in respect of the
Registered Security issued in exchange for such Bearer Security, but will
be payable only to the Holder of such coupon when due in accordance with
the provisions of this Indenture.

Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.1, any permanent global Security shall be
exchangeable only as provided in this paragraph. If any beneficial owner
of an interest in a permanent global Security is entitled to exchange such
interest for Securities of such series and of like tenor and principal
amount of another authorized form and denomination, as specified as
contemplated by Section 3.1 and provided that any applicable notice pro-
vided in the permanent global Security shall have been given, then without
unnecessary delay but in any event not later than the earliest date on
which such interest may be so exchanged, the Company shall deliver to the
Trustee definitive Securities in aggregate principal amount equal to the
principal amount of such beneficial owner's interest in such permanent
global Security, executed by the Company. On or after the earliest date
on which such interests may be so exchanged, such permanent global
Security shall be surrendered by the Common Depository or such other
depository as shall be specified in the Company Order with respect thereto
to the Trustee, as the Company's agent for such purpose, to be exchanged,
in whole or from time to time in part, for definitive Securities without
charge and the Trustee shall authenticate and deliver, in exchange for
each portion of such permanent global Security, an equal aggregate
principal amount of definitive Securities of the same series of authorized
denominations and of like tenor as the portion of such permanent global
Security to be exchanged which, unless the Securities of the series are
not issuable both as Bearer Securities and as Registered Securities, as
specified as contemplated by Section 3.1, shall be in the form of Bearer
Securities or Registered Securities, or any combination thereof, as shall
be specified by the beneficial owner thereof; provided, however, that no
such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities to be redeemed and
ending on the relevant Redemption Date if the Security for which exchange
is requested may be among those selected for redemption; and provided
further that no Bearer Security delivered in exchange for a portion of a
permanent global Security shall be mailed or otherwise delivered to any
location in the United States. If a Registered Security is issued in
exchange for any portion of a permanent global Security after the close of
business at the office or agency where such exchange occurs on (i) any
Regular Record Date and before the opening of business at such office or
agency on the relevant Interest Payment Date, or (ii) any Special Record
Date and the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted
Interest, as the case may be, will not be payable on such Interest Payment
Date or proposed date for payment, as the case may be, in respect of such
Registered Security, but will be payable on such Interest Payment Date or
proposed date for payment, as the case may be, only to the Person to whom
interest in respect of such portion of such permanent global Security is
payable in accordance with the provisions of this Indenture.

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

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

No service charge shall be made for any registration of transfer
or exchange or redemption of Securities, but the Company may require
payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any registration of transfer or
exchange of Securities, other than exchanges pursuant to Section 3.4, 9.6,
11.7 or 13.5 not involving any transfer.

The Company shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of
business 15 days before selection of the Securities to be redeemed under
Section 11.3 and ending at the close of business on (A) if such Securities
are issuable only as Registered Securities, the day of the mailing of the
relevant notice of redemption and (B) if such Securities are issuable as
Bearer Securities, the day of the first publication of the relevant notice
of redemption or, if such Securities are also issuable as Registered
Securities and there is no publication, the mailing of the relevant notice
of redemption, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part,
except, in the case of any Registered Security to be redeemed in part, the
portion thereof not to be redeemed, or (iii) to exchange any Bearer
Security so selected for redemption except that such a Bearer Security may
be exchanged for a Registered Security of that series and like tenor,
provided that such Registered Security shall be simultaneously surrendered
for redemption, or (iv) to issue, register the transfer of or exchange any
Security which has been surrendered for repayment at the option of the
Holder, except the portion, if any, of such Security not to be so repaid.

Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities.
If any mutilated Security or a Security with a mutilated coupon
appertaining to it is surrendered to the Trustee, together with, in proper
cases, such security or indemnity as may be required by the Company or the
Trustee to save each of them or any agent of either of them harmless, the
Company shall execute and the Trustee shall authenticate and deliver in
exchange therefor a new Security of the same series and principal amount,
containing identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons,
if any, appertaining to the surrendered Security.

If there shall be delivered to the Company and to the Trustee
(i) evidence to their satisfaction of the destruction, loss or theft of
any Security or coupon, and (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them
harmless, then, in the absence of notice to the Company or the Trustee
that such Security or coupon has been acquired by a bona fide purchaser,
the Company shall execute and upon its request the Trustee shall authenti-
cate and deliver, in lieu of any such destroyed, lost or stolen Security
or in exchange for the Security to which a destroyed, lost or stolen
coupon appertains (with all appurtenant coupons not destroyed, lost or
stolen), a new Security of the same series and principal amount, con-
taining identical terms and provisions and bearing a number not
contemporaneously outstanding, with coupons corresponding to the coupons,
if any, appertaining to such destroyed, lost or stolen Security or to the
Security to which such destroyed, lost or stolen coupon appertains.

Notwithstanding the provisions of the previous two paragraphs,
in case any such mutilated, destroyed, lost or stolen Security or coupon
has become or is about to become due and payable, the Company in its
discretion may, instead of issuing a new Security, with coupons
corresponding to the coupons, if any, appertaining to such destroyed, lost
or stolen Security or to the Security to which such destroyed, lost or
stolen coupon appertains, pay such Security or coupon; provided, however,
that payment of principal of (and premium, if any), any interest on and
any Additional Amounts with respect to, Bearer Securities shall, except as
otherwise provided in Section 10.2, be payable only at an office or agency
located outside the United States and, unless otherwise specified as
contemplated by Section 3.1, any interest on Bearer Securities shall be
payable only upon presentation and surrender of the coupons appertaining
thereto.

Upon the issuance of any new Security under this Section 3.6,
the Company may require the payment of a sum sufficient to cover any tax
or other governmental charge that may be imposed in relation thereto and
any other expenses (including the fees and expenses of the Trustee)
connected therewith.

Every new Security of any series with its coupons, if any,
issued pursuant to this Section 3.6 in lieu of any destroyed, lost or
stolen Security, or in exchange for a Security to which a destroyed, lost
or stolen coupon appertains, shall constitute an original, additional,
contractual obligation of the Company, whether or not the destroyed, lost
or stolen Security and its coupons, if any, or the destroyed, lost or
stolen coupon shall be at any time enforceable by anyone, and shall be
entitled to all the benefits of this Indenture equally and proportionately
with any and all other Securities of that series and their coupons, if
any, duly issued hereunder.

The provisions of this Section 3.6 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect
to the replacement or payment of mutilated, destroyed, lost or stolen
Securities or coupons.

Section 3.7 Payment of Interest; Interest Rights Preserved;
Optional Interest Reset. (a) Except as otherwise specified with respect
to a series of Securities in accordance with the provisions of Section
3.1, interest on any Registered Security that is payable, and is punc-
tually paid or duly provided for, on any Interest Payment Date shall be
paid to the Person in whose name that Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record
Date for such interest at the office or agency of the Company maintained
for such purpose pursuant to Section 10.2; provided, however, that each
installment of interest on any Registered Security may at the Company's
option be paid by (i) mailing a check for such interest, payable to or
upon the written order of the Person entitled thereto pursuant to Section
3.9, to the address of such Person as it appears on the Security Register
or (ii) wire transfer to an account maintained by the Person entitled
thereto as specified in the Security Register.

Unless otherwise provided as contemplated by Section 3.1, every
permanent global Security will provide that interest, if any, payable on
any Interest Payment Date will be paid to each of Euroclear and CEDEL with
respect to that portion of such permanent global Security held for its
account by the Common Depository, for the purpose of permitting each of
Euroclear and CEDEL to credit the interest received by it in respect of
such permanent global Security to the accounts of the beneficial owners
thereof.

In case a Bearer Security of any series is surrendered in
exchange for a Registered Security of such series after the close of
business (at an office or agency in a Place of Payment for such series) on
any Regular Record Date and before the opening of business (at such office
or agency) on the next succeeding Interest Payment Date, such Bearer
Security shall be surrendered without the coupon relating to such Interest
Payment Date and interest will not be payable on such Interest Payment
Date in respect of the Registered Security issued in exchange for such
Bearer Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.

Except as otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 3.1, any interest
on any Registered Security of any series that is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the
registered Holder thereof on the relevant Regular Record Date by virtue of
having been such Holder, and such Defaulted Interest may be paid by the
Company, at its election in each case, as provided in clause (1) or (2)
below:

(1) The Company may elect to make payment of any Defaulted
Interest to the Persons in whose names the Registered Securities
of such series (or their respective Predecessor Securities) are
registered at the close of business on a Special Record Date for
the payment of such Defaulted Interest, which shall be fixed in
the following manner. The Company shall notify the Trustee in
writing of the amount of Defaulted Interest proposed to be paid
on each Registered Security of such series and the date of the
proposed payment (which shall not be less than 20 days after
such notice is received by the Trustee), and at the same time
the Company shall deposit with the Trustee an amount of money in
the currency or currencies, currency unit or units, composite
currency or currencies in which the Securities of such series
are payable (except as otherwise specified pursuant to Section
3.1 for the Securities of such series and except, if applicable,
as provided in Sections 3.12(b), 3.12(d) and 3.12(c)) equal to
the aggregate amount proposed to be paid in respect of such
Defaulted Interest or shall make arrangements satisfactory to
the Trustee for such deposit on or prior to the date of the
proposed payment, such money when deposited to be held in trust
for the benefit of the Persons entitled to such Defaulted In-
terest as in this clause provided. Thereupon the Trustee shall
fix a Special Record Date for the payment of such Defaulted
Interest which shall be not be more than 15 days and not less
than 10 days prior to the date of the proposed payment and not
less than 10 days after the receipt by the Trustee of the notice
of the proposed payment. The Trustee shall promptly notify the
Company of such Special Record Date and, in the name and at the
expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and Special Record Date
therefor to be mailed, first-class postage prepaid, to each
Holder of Registered Securities of such series at its address as
it appears in the Security Register not less than 10 days prior
to such Special Record Date. Notice of the proposed payment of
such Defaulted Interest and the Special Record Date therefor
having been mailed as aforesaid, such Defaulted Interest shall
be paid to the Persons in whose names the Registered Securities
of such series (or their respective Predecessor Securities) are
registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause
(2). In case a Bearer Security of any series is surrendered at
the office or agency in a Place of Payment for such series in
exchange for a Registered Security of such series after the
close of business at such office or agency on any Special Record
Date and before the opening of business at such office or agency
on the related proposed date for payment of Defaulted Interest,
such Bearer Security shall be surrendered without the coupon
relating to such proposed date of payment and Defaulted Interest
will not be payable on such proposed date of payment in respect
of the Registered Security issued in exchange for such Bearer
Security, but will be payable only to the Holder of such coupon
when due in accordance with the provisions of this Indenture.

(2) The Company may make payment of any Defaulted Interest
on the Registered Securities of any series in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which such Securities may be listed, and upon such
notice as may be required by such exchange, if, after notice
given by the Company to the Trustee of the proposed payment
pursuant to clause (1) above, such manner of payment shall be
deemed practicable by the Trustee.

(b) The provisions of this Section 3.7(b) may be made
applicable to any series of Securities pursuant to Section 3.1 (with such
modifications, additions or substitutions as may be specified pursuant to
such Section 3.1). The interest rate (or the spread or spread multiplier
used to calculate such interest rate, if applicable) on any Security of
such series may be reset by the Company on the date or dates specified on
the face of such Security (each an "Optional Reset Date"). The Company
may exercise such option with respect to such Security by notifying the
Trustee of such exercise at least 50 but not more than 60 days prior to an
Optional Reset Date for such Security. Not later than 40 days prior to
each Optional Reset Date, the Trustee shall transmit, in the manner
provided for in Section 1.6, to the Holder of any such Security a notice
(the "Reset Notice") indicating whether the Company has elected to reset
the interest rate (or the spread multiplier used to calculate such
interest rate, if applicable), and if so (i) such new interest rate (or
such new spread or spread multiplier, if applicable) and (ii) the
provisions, if any, for redemption during the period from such Optional
Reset Date to the next Optional Reset Date or if there is no such next
Optional Reset Date, to the Stated Maturity Date of such Security (each
such period a "Subsequent Interest Period"), including the date or dates
on which or the period or periods during which and the price or prices at
which such redemption may occur during the Subsequent Interest Period.

Notwithstanding the foregoing, not later than 20 days prior to
the Optional Reset Date, the Company may, at its option, revoke the
interest rate (or the spread or spread multiplier used to calculate such
interest rate, if applicable) provided for in the Reset Notice and
establish an interest rate (or a spread or spread multiplier used to
calculate such interest rate, if applicable) that is higher than the
interest rate (or the spread or spread multiplier, if applicable) provided
for in the Reset Notice, for the Subsequent Interest Period by causing the
Trustee to transmit, in the manner provided for in Section 1.6, notice of
such higher interest rate (or such higher spread or spread multiplier, if
applicable) to the Holder of such Security. Such notice shall be
irrevocable. All Securities with respect to which the interest rate (or
the spread or spread multiplier used to calculate such interest rate, if
applicable) is reset on an Optional Reset Date, and with respect to which
the Holders of such Securities have not tendered such Securities for
repayment (or have validly revoked any such tender) pursuant to the next
succeeding paragraph, will bear such higher interest rate (or such higher
spread or spread multiplier, if applicable).

The Holder of any such Security will have the option to elect
repayment by the Company of the principal of such Security on each
Optional Reset Date at a price equal to the principal amount thereof plus
interest accrued to such Optional Reset Date. In order to obtain
repayment on an Optional Reset Date, the Holder must follow the procedure
set forth in Article XIII for repayment at the option of Holders except
that the period for delivery or notification to the Trustee shall be at
least 25 but not more than 35 days prior to the such Optional Reset Date
and except that, if the Holder has tendered any Security for repayment
pursuant to the Reset Notice, the Holder may, by written notice to the
Trustee, revoke such tender or repayment until the close of business on
the tenth day before such Optional Reset Date.

Subject to the foregoing provisions of this Section 3.7 and
Section 3.5, each Security delivered under this Indenture upon
registration of transfer of or in exchange for or in lieu of any other
Security shall carry the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Security.

Section 3.8 Optional Extension of Maturity. The provisions of
this Section 3.8 may be made applicable to any series of Securities
pursuant to Section 3.1 (with such modifications, additions or
substitutions as may be specified pursuant to Section 3.1). The Stated
Maturity of any Security of such series may be extended at the option of
the Company for the period or periods specified on the face of such
Security (each an "Extension Period") up to but not beyond the date (the
"Final Maturity") set forth on the face of such Security. The Company may
exercise such option with respect to any Security by notifying the Trustee
of such exercise at least 50 but not more than 60 days prior to the Stated
Maturity of such Security in effect prior to the exercise of such option
(the "Original Stated Maturity"). If the Company exercises such option,
the Trustee shall transmit, in the manner provided for in Section 1.6, to
the Holder of such Security not later than 40 days prior to the Original
Stated Maturity a notice (the "Extension Notice") indicating (i) the
election of the Company to extend the Maturity, (ii) the new Stated
Maturity, (iii) the interest rate applicable to the Extension Period and
(iv) the provisions, if any, for redemption during such Extension Period.
Upon the Trustee's transmittal of the Extension Notice, the Stated
Maturity of such Security shall be extended automatically and, except as
modified by the Extension Notice and as described in the next paragraph,
such Security will have the same terms as prior to the transmittal of such
Extension Notice.

Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for in the Extension Notice and
establish a higher interest rate for the Extension Period by causing the
Trustee to transmit, in the manner provided for in Section 1.6, notice of
such higher interest rate to the Holder of such Security. Such notice
shall be irrevocable. All Securities with respect to which the Stated
Maturity is extended will bear such higher interest rate.

If the Company extends the Maturity of any Security, the Holder
will have the option to elect repayment of such Security by the Company on
the Original Stated Maturity at a price equal to the principal amount
thereof, plus interest accrued to such date. In order to obtain repayment
on the Original Stated Maturity once the Company has extended the Maturity
thereof, the Holder must follow the procedures set forth in Article XIII
for repayment at the option of Holders, except that the period for
delivery or notification to the Trustee shall be at least 25 but not more
than 35 days prior to the Original Stated Maturity and except that, if the
Holder has tendered any Security for repayment pursuant to an Extension
Notice, the Holder may by written notice to the Trustee revoke such tender
for repayment until the close of business on the tenth day before the
Original Stated Maturity.

Section 3.9 Persons Deemed Owners. Prior to due presentment of
a Registered Security for registration of transfer, the Company, the
Trustee and any agent of the Company or the Trustee may treat the Person
in whose name such Registered Security is registered as the owner of such
Security for the purpose of receiving payment of principal of (and
premium, if any), and (subject to Sections 3.5 and 3.7) interest on, such
Registered Security and for all other purposes whatsoever, whether or not
such Registered Security be overdue, and neither the Company, the Trustee
nor any agent of the Company or the Trustee shall be affected by notice to
the contrary.

Title to any Bearer Security and any coupons appertaining
thereto shall pass by delivery. The Company, the Trustee and any agent of
the Company or the Trustee may treat the bearer of any Bearer Security and
the bearer of any coupon as the absolute owner of such Security or coupon
for the purpose of receiving payment thereof or on account thereof and for
all other purposes whatsoever, whether or not such Security or coupon be
overdue, and neither the Company, the Trustee nor any agent of the Company
or the Trustee shall be affected by notice to the contrary.

None of the Company, the Trustee, any Paying Agent or the
Security Registrar will have any responsibility or liability for any
aspect of the records relating to or payments made on account of
beneficial ownership interests of a Security in global form or for main-
taining, supervising or reviewing any records relating to such beneficial
ownership interests.

Notwithstanding the foregoing, with respect to any global
Security, nothing herein shall prevent the Company, the Trustee, or any
agent of the Company or the Trustee, from giving effect to any written
certification, proxy or other authorization furnished by any depository,
as a Holder, with respect to such global Security or impair, as between
such depository and owners of beneficial interests in such global
Security, the operation of customary practices governing the exercise of
the rights of such depository (or its nominee) as Holder of such global
Security.

Section 3.10 Cancellation. All Securities and coupons surren-
dered for payment, redemption, repayment at the option of the Holder,
registration of transfer or exchange or for credit against any sinking
fund payment shall, if surrendered to any Person other than the Trustee,
be delivered to the Trustee, and any such Securities and coupons and
Securities and coupons surrendered directly to the Trustee for any such
purpose shall be promptly cancelled by it. The Company may at any time
deliver to the Trustee for cancellation any Securities previously au-
thenticated and delivered hereunder which the Company may have acquired in
any manner whatsoever, and may deliver to the Trustee (or to any other
Person for delivery to the Trustee) for cancellation any Securities
previously authenticated hereunder which the Company has not issued and
sold, and all Securities so delivered shall be promptly cancelled by the
Trustee. If the Company shall so 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. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section 3.10, except as expressly permitted by this
Indenture. Cancelled Securities and coupons held by the Trustee shall be
returned to the Company.

Section 3.11 Computation of Interest. Except as otherwise
specified as contemplated by Section 3.1 with respect to Securities of any
series, interest on the Securities of each series shall be computed on the
basis of a 360-day year consisting of twelve 30-day months.

Section 3.12 Currency and Manner of Payments in Respect of
Securities. (a) Unless otherwise specified with respect to any Securities
pursuant to Section 3.1, with respect to Registered Securities of any
series not permitting the election provided for in paragraph (b) below or
the Holders of which have not made the election provided for in paragraph
(b) below, and with respect to Bearer Securities of any series, except as
provided in paragraph (d) below, payment of the principal of (and premium,
if any) and interest, if any, on, and Additional Amounts, if any, in
respect of any Registered or Bearer Security of such series will be made
in the currency or currencies, currency unit or units or composite
currency or currencies in which such Registered Security or Bearer
Security, as the case may be, is payable. The provisions of this Section
3.12 may be modified or superseded with respect to any Securities pursuant
to Section 3.1.

(b) It may be provided pursuant to Section 3.1 with
respect to Registered Securities of any series that Holders shall have the
option, subject to paragraphs (c) and (d) below, to receive payments of
principal of (and premium, if any) or interest, if any, on and Additional
Amounts, if any, in respect of such Registered Securities in any of the
currencies, currency units or composite currencies which may be designated
for such election by delivering to the Trustee for such series of
Registered Securities a written election with signature guarantees and in
the applicable from established pursuant to Section 3.1, not later than
the close of business on the Election Date immediately preceding the
applicable payment date. If a Holder so elects to receive such payments
in any such currency, currency unit or composite currency, such election
will remain in effect for such Holder or any transferee of such Holder
until changed by such Holder or such transferee by written notice to the
Trustee for such series of Registered Securities (but any such change must
be made not later than the close of business on the Election Date
immediately preceding the next payment date to be effective for the
payment to be made on such payment date, and no such change of election
may be made with respect to payments to be made on any Registered Security
of such series with respect to which an Event of Default has occurred or
with respect to which the Company has deposited funds pursuant to Article
IV or XIV or with respect to which a notice of redemption has been given
by the Company or a notice of option to elect repayment has been sent by
such Holder or such transferee). Any Holder of any such Registered
Security who shall not have delivered any such election to the Trustee of
such series of Registered Securities not later than the close of business
on the applicable Election Date will be paid the amount due on the
applicable payment date in the relevant currency or currencies, currency
unit or units or composite currency or currencies as provided in Section
3.12(a). The Trustee for each such series of Registered Securities shall
notify the Exchange Rate Agent as soon as practicable after the Election
Date of the aggregate principal amount of Registered Securities for which
Holders have made such written election.

(c) Unless otherwise specified pursuant to Section 3.1, if
the election referred to in paragraph (b) above has been provided for
pursuant to Section 3.1, then, unless otherwise specified pursuant to
Section 3.1, not later than the fourth Business Day after the Election
Date for each payment date for Registered Securities of any series, the
Exchange Rate Agent will deliver to the Company a written notice
specifying, in the currency or currencies, currency unit or units or
composite currency or currencies in which Registered Securities of such
series are payable, the respective aggregate amounts of principal of (and
premium, if any) and interest, if any, on, and Additional Amounts, if any,
in respect of the Registered Securities to be paid on such payment date,
specifying the amounts in such currency or currencies, currency unit or
units or composite currency or currencies so payable in respect of the
Registered Securities as to which the Holders of Registered Securities
denominated in any currency or currencies, currency unit or units or
composite currency or currencies shall have elected to be paid in another
currency, currency unit or composite currency as provided in paragraph (b)
above. If the election referred to in paragraph (b) above has been
provided for pursuant to Section 3.1 and if at least one Holder has made
such election, then, unless otherwise specified pursuant to Section 3.1,
on the second Business Day preceding such payment date the Company will
deliver to the Trustee for such series of Registered Securities an
Exchange Rate Officer's Certificate in respect of the Dollar, Foreign
Currency or currencies, ECU or currency unit payments to be made on such
payment date. Unless otherwise specified pursuant to Section 3.1, the
Dollar, Foreign Currency or currencies, ECU or currency unit amount
receivable by Holders of Registered Securities who have elected payment in
a currency or currency unit as provided in paragraph (b) above shall be
determined by the Company on the basis of the applicable Market Exchange
Rate in effect on the third Business Day (the "Valuation Date")
immediately preceding each payment date, and such determination shall be
conclusive and binding for all purposes, absent manifest error.

(d) If a Conversion Event occurs with respect to a Foreign
Currency, the ECU or any other currency unit in which any of the
Securities are denominated or payable other than pursuant to an election
provided for pursuant to paragraph (b) above, then with respect to each
date for the payment of principal of (and premium, if any) and interest,
if any, on, and Additional Amounts, if any, in respect of, the applicable
Securities denominated or payable in such Foreign Currency, the ECU or
such other currency unit occurring after the last date on which such
Foreign Currency, the ECU or such other currency unit was used (the
"Conversion Date"), the Dollar shall be the currency of payment for use on
each such payment date. Unless otherwise specified pursuant to Section
3.1, the Dollar amount to be paid by the Company to the Trustee of each
such series of Securities and by such Trustee or any Paying Agent to the
Holders of such Securities with respect to such payment date shall be, in
the case of a Foreign Currency other than a currency unit, the Dollar
Equivalent of the Foreign Currency or, in the case of a currency unit, the
Dollar Equivalent of the Currency Unit, in each case as determined by the
Exchange Rate Agent in the manner provided in paragraph (f) or (g) below.

(e) Unless otherwise specified pursuant to Section 3.1, if
the Holder of a Registered Security denominated in any currency or
currencies, currency unit or units or composite currency or currencies
shall have elected to be paid in another currency or currencies, currency
unit or units or composite currency or currencies as provided in paragraph
(b) above, and a Conversion Event occurs with respect to such elected
currency or currencies, currency unit or units or composite currency or
currencies, such Holder shall receive payment in the currency or
currencies, currency unit or units or composite currency or currencies in
which payment would have been made in the absence of such election; and if
a Conversion Event occurs with respect to the currency or currencies,
currency unit or units or composite currency or currencies in which
payment would have been made in the absence of such election, such Holder
shall receive payment in Dollars as provided in paragraph (d) of this
Section 3.12.

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

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

(h) For purposes of this Section 3.12, the following terms
shall have the following meanings:

A "Component Currency" shall mean any currency which, on
the Conversion Date, was a component currency of the relevant
currency unit, including, but not limited to, the ECU.

A "Specified Amount" of a Component Currency shall mean the
number of units of such Component Currency or fractions thereof
which were represented in the relevant currency unit, including,
but not limited to, the ECU, on the Conversion Date. If after
the Conversion Date the official unit of any Component Currency
is altered by way of combination or subdivision, the Specified
Amount of such Component Currency shall be divided or multiplied
in the same proportion. If after the Conversion Date two or
more Component Currencies are consolidated into a single
currency, the respective Specified Amounts of such Component
Currencies shall be replaced by an amount in such single curren-
cy equal to the sum of the respective Specified Amounts of such
consolidated Component Currencies expressed in such single
currency, and such amount shall thereafter be a Specified Amount
and such single currency shall thereafter be a Component Curren-
cy. If after the Conversion Date any Component Currency shall
be divided into two or more currencies, the Specified Amount of
such Component Currency shall be replaced by amounts of such two
or more currencies, having an aggregate Dollar Equivalent value
at the Market Exchange Rate on the date of such replacement
equal to the Dollar Equivalent of the Specified Amount of such
former Component Currency at the Market Exchange Rate immediate-
ly before such division, and such amounts shall thereafter be
Specified Amounts and such currencies shall thereafter be Compo-
nent Currencies. If, after the Conversion Date of the relevant
currency unit, including, but not limited to, the ECU, a
Conversion Event (other than any event referred to above in this
definition of "Specified Amount") occurs with respect to any
Component Currency of such currency unit and is continuing on
the applicable Valuation Date, the Specified Amount of such Com-
ponent Currency shall, for purposes of calculating the Dollar
Equivalent of the Currency Unit, be converted into Dollars at
the Market Exchange Rate in effect on the Conversion Date of
such Component Currency.

"Election Date" shall mean the Regular Record Date for the
applicable series of Registered Securities or at least 16 days
prior to Maturity, as the case may be, or such other date for
any series of Registered Securities as specified pursuant to
clause (11) of Section 3.1 by which the written election
referred to in Section 3.12(b) may be made.

All decisions and determinations of the Exchange Rate Agent
regarding the Dollar Equivalent of the Foreign Currency, the Dollar
Equivalent of the Currency Unit, the Market Exchange Rate and changes in
the Specified Amounts as specified above shall be in its sole discretion
and shall, in the absence of manifest error, be conclusive for all
purposes and irrevocably binding upon the Company, the Trustee for the
appropriate series of Securities and all Holders of such Securities
denominated or payable in the relevant currency or currencies, currency
unit or units or composite currency or currencies. The Exchange Rate
Agent shall promptly give written notice to the Company and the Trustee
for the appropriate series of Securities of any such decision or
determination.

In the event that the Company determines in good faith that a
Conversion Event has occurred with respect to a Foreign Currency, the
Company will immediately give written notice thereof to the Trustee of the
appropriate series of Securities and to the Exchange Rate Agent (and such
Trustee will promptly thereafter give notice in the manner provided in
Section 1.6 to the affected Holders) specifying the Conversion Date. In
the event the Company so determines that a Conversion Event has occurred
with respect to the ECU or any other currency unit in which Securities are
denominated or payable, the Company will immediately give written notice
thereof to the Trustee of the appropriate series of Securities and to the
Exchange Rate Agent (and such Trustee will promptly thereafter give notice
in the manner provided in Section 1.6 to the affected Holders) specifying
the Conversion Date and the Specified Amount of each Component Currency on
the Conversion Date. In the event the Company determines in good faith
that any subsequent change in any Component Currency as set forth in the
definition of Specified Amount above has occurred, the Company will
similarly give written notice to the Trustee of the appropriate series of
Securities and to the Exchange Rate Agent.

The Trustee of the appropriate series of Securities shall be
fully justified and protected in relying and acting upon information
received by it from the Company and the Exchange Rate Agent and shall not
otherwise have any duty or obligation to determine the accuracy or
validity of such information independent of the Company or the Exchange
Rate Agent.

Section 3.13 Appointment and Resignation of Successor Exchange
Rate Agent. (a) Unless otherwise specified pursuant to Section 3.1, if
and so long as the Securities of any series (i) are denominated in a
currency other than Dollars or (ii) may be payable in a currency other
than Dollars, or so long as it is required under any other provision of
this Indenture, then the Company will maintain with respect to each such
series of Securities, or as so required, at least one Exchange Rate Agent.
The Company will cause the Exchange Rate Agent to make the necessary
foreign exchange determinations at the time and in the manner specified
pursuant to Section 3.1 for the purpose of determining the applicable rate
of exchange and, if applicable, for the purpose of converting the issued
currency or currencies, currency unit or units or composite currency or
currencies into the applicable payment currency or currency unit for the
payment of principal (and premium, if any) and interest, if any, and
Additional Amounts, if any, pursuant to Section 3.12.

(b) No resignation of the Exchange Rate Agent and no
appointment of a successor Exchange Rate Agent pursuant to this Section
3.13 shall become effective until the acceptance of appointment by the
successor Exchange Rate Agent as evidenced by a written instrument
delivered to the Company and the Trustee of the appropriate series of
Securities accepting such appointment executed by the successor Exchange
Rate Agent.

(c) If the Exchange Rate Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of
the Exchange Rate Agent for any cause, with respect to the Securities of
one or more series, the Company, by or pursuant to a Board Resolution,
shall promptly appoint a successor Exchange Rate Agent or Exchange Rate
Agents with respect to the Securities of that or those series (it being
understood that any such successor Exchange Rate Agent may be appointed
with respect to the Securities of one or more or all such series and that,
unless otherwise specified pursuant to Section 3.1, at any time there
shall only be one Exchange Rate Agent with respect to the Securities of
any particular series that are originally issued by the Company on the
same date and that are initially denominated or payable in the same
currency or currencies, currency unit or units or composite currency or
currencies).

ARTICLE IV

SATISFACTION AND DISCHARGE

Section 4.1 Satisfaction and Discharge of Indenture. This
Indenture shall upon Company Request cease to be of further effect with
respect to any series of Securities specified in such Company Request
(except as to any surviving rights of registration of transfer or exchange
of Securities of such series herein expressly provided for and any right
to receive Additional Amounts, as provided in Section 10.9), and the
Trustee, upon receipt of a Company Order, and at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture as to such series when

(1) either

(A) all Securities of such series theretofore
authenticated and delivered and all coupons, if any,
appertaining thereto (other than (i) coupons
appertaining to Bearer Securities surrendered for
exchange for Registered Securities and maturing after
such exchange, whose surrender is not required or has
been waived as provided in Section 3.5, (ii)
Securities and coupons of such series which have been
destroyed, lost or stolen and which have been replaced
or paid as provided in Section 3.6, (iii) coupons
appertaining to Securities called for redemption and
maturing after the relevant Redemption Date, whose
surrender has been waived as provided in Section 11.6,
and (iv) Securities and coupons of such series for
whose payment money has theretofore been deposited in
trust or segregated and held in trust by the Company
and thereafter repaid to the Company or discharged
from such trust, as provided in Section 10.3) have
been delivered to the Trustee for cancellation; or

(B) all Securities of such series and, in the
case of (i) or (ii) below, any coupons appertaining
thereto not theretofore delivered to the Trustee for
cancellation

(i) have become due and payable, or

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

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

and the Company, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be deposited with the Trustee as trust funds in
trust for the purpose an amount in the currency or currencies, currency
unit or units or composite currency or currencies in which the Securities
of such series are payable, sufficient to pay and discharge the entire
indebtedness on such Securities and such coupons not theretofore delivered
to the Trustee for cancellation, for principal (and premium, if any) and
interest, and any Additional Amounts with respect thereto, to the date of
such deposit (in the case of Securities which have become due and payable)
or to the Stated Maturity or Redemption Date, as the case may be;

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

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

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 6.6, the obli-
gations of the Company to any Authenticating Agent under Section 6.11 and,
if money shall have been deposited with the Trustee pursuant to subclause
(B) of clause (1) of this Section, the obligations of the Trustee under
Section 4.2 and the last paragraph of Section 10.3 shall survive.

Section 4.2 Application of Trust Funds; Indemnification.
Subject to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust
and applied by it, in accordance with the provisions of the Securities,
the coupons and this Indenture, to the payment, either directly or through
any Paying Agent (including the Company acting as its own Paying Agent) as
the Trustee may determine, to the Persons entitled thereto, of the
principal (and premium, if any), any interest and Additional Amounts for
whose payment such money has been deposited with or received by the
Trustee, but such money need not be segregated from other funds except to
the extent required by law.

ARTICLE V

REMEDIES

Section 5.1 Events of Default. "Event of Default," wherever
used herein with respect to any particular series of Securities, means any
of the following events (whatever the reason for such Event of Default and
whether or not it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court
or any order, rule or regulation of any administrative or governmental
body);

(1) default in the payment of any installment of interest
or any Additional Amounts payable in respect of any Security of
that series or of any coupon appertaining thereto, when such
interest, Additional Amounts or coupon becomes due and payable,
and continuance of such default for a period of 30 days; or

(2) default in the payment of all or any part of the
principal of (or premium, if any, on) any Security of that
series when it becomes due and payable at its Maturity; or

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

(4) default in the performance, or breach, of any covenant
or warranty of the Company in this Indenture with respect to any
Security of that series (other than a covenant or warranty a
default in whose performance or whose breach is elsewhere in
this Section 5.1 specifically dealt with), and continuance of
such default or breach for a period of 60 days after there has
been given, by registered or certified mail, to the Company by
the Trustee or to the Company and the Trustee by the Holders of
at least 25% in principal amount of the Outstanding Securities
of that series a written notice specifying such default or
breach and requiring it to be remedied and stating that such
notice is a "Notice of Default" hereunder; or

(5) the Company or any of its Subsidiaries pursuant to or
within the meaning of any Bankruptcy Law:

(A) commences a voluntary case,

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

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

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

(A) is for relief against the Company or any of
its Subsidiaries in an involuntary case,

(B) appoints a Custodian of the Company or any
of its Subsidiaries or for all or substantially of all
of the Company's or any of its Subsidiaries' property,
or

and the order or decree remains unstayed and in effect for 90 days; or

(7) a default on any Indebtedness of the Company or any of
its Subsidiaries (other than a default with respect to
Securities of such series) having an outstanding principal
amount of more than $15 million in the aggregate, whether such
Indebtedness now exists or shall hereafter be created, and such
default relates to the obligation to pay the principal of,
interest on, any Additional Amounts payable in respect of or any
other payment obligation on any such Indebtedness when due and
such default continues for 15 days; or

(8) an event of default or default as defined or
designated in any Indebtedness of the Company or any of its
Subsidiaries (other than a default with respect to Securities of
such series) having an outstanding aggregate principal amount of
more than $15 million, whether such Indebtedness now exists or
shall hereafter be created, shall happen and such default shall
result in such Indebtedness becoming or being declared due and
payable prior to the date on which it would otherwise become due
and payable; or

(9) if any judgment or order by a court of competent
jurisdiction shall be rendered against the Company or any of its
Subsidiaries for the payment of money in excess of $15 million
and such judgment or order shall not be discharged, and there
shall be any period of 60 consecutive days following entry of
such judgment or order during which a stay of enforcement of
such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

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

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

Section 5.2 Acceleration of Maturity; Rescission and Annulment.
If an Event of Default with respect to Securities of any series at the
time Outstanding occurs and is continuing (other than an Event of Default
specified in clause (5) or (6) of Section 5.1), then, in each and every
case, either the Trustee or the Holders of not less than 25% in principal
amount of the Outstanding Securities of that series may declare the
principal amount of (or, if any Securities of such series are Original
Issue Discount Securities or Indexed Securities, such portion of the
principal amount as may be specified in the terms thereof) and any accrued
and unpaid interest on and any Additional Amounts payable in respect of
all the Outstanding Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if
given by the Holders), and upon any such declaration such principal or
specified portion thereof shall become immediately due and payable. If an
Event of Default specified in clause (5) or (6) of Section 5.1 occurs and
is continuing, then the principal amount of (or, if any Securities of such
series are Original Issue Discount Securities or Indexed Securities, such
portion of the principal amount as may be specified in the terms thereof)
and any accrued and unpaid interest on and any Additional Amounts payable
in respect of all the Outstanding Securities of that series shall
immediately become due and payable without any declaration or other act on
the part of the Trustee or any Holder.

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

(1) the Company has paid or deposited with the Trustee a
sum sufficient to pay in the currency, currency unit or
composite currency in which the Securities of such series are
payable (except as otherwise specified pursuant to Section 3.1
for the Securities of such series and except, if applicable, as
provided in Sections 3.12(b), 3.12(d) and 3.12(e)):

(A) all overdue installments of interest on and
any Additional Amounts payable in respect of all
Outstanding Securities of that series and any related
coupons,

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

(C) to the extent that payment of such interest
is lawful, interest upon overdue installments of
interest and any Additional Amounts at the rate or
rates borne by or provided for in such Securities, and

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

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

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

Section 5.3 Collection of Indebtedness and Suits for Enforce-
ment by Trustee. The Company covenants that if:

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

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

then the Company will, upon demand of the Trustee, pay to the Trustee, for
the benefit of the Holders of such Securities of such series and coupons,
the whole amount then due and payable on such Securities and coupons for
principal (and premium, if any) and interest, with interest upon any
overdue principal (and premium, if any) and, to the extent that payment of
such interest shall be legally enforceable, upon any overdue installments
of interest or Additional Amounts, if any, at the rate or rates borne by
or provided for in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel.

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

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

Section 5.4 Trustee May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the
Securities or the property of the Company or of such other obligor or
their creditors, the Trustee (irrespective of whether the principal of the
Securities 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 on the Company for the payment of
overdue principal, premium, if any, or interest) shall be entitled and
empowered, by intervention in such proceeding or otherwise:

(i) to file and prove a claim for the whole amount, or
such lesser amount as may be provided for in the Securities of
such series, of principal (and premium, if any) and interest and
Additional Amounts, if any, owing and unpaid in respect of the
Securities and to file such other papers or documents as may be
necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents
and counsel) and of the Holders allowed in such judicial
proceeding, and

(ii) to collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the
same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator
(or other similar official) in any such judicial proceeding is hereby
authorized by each Holder of Securities of such series and coupons to make
such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee and any predecessor
Trustee, their agents and counsel, and any other amounts due the Trustee
or any predecessor Trustee under Section 6.6.

Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Holder of a Security or coupon any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or coupons or the
rights of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder of a Security or coupon in any such
proceeding.

Section 5.5 Trustee May Enforce Claims Without Possession of
Securities or Coupons. All rights of action and claims under this
Indenture or any of the Securities or coupons may be prosecuted and
enforced by the Trustee without the possession of any of the Securities or
coupons or the production thereof in any proceeding relating thereto, and
any such proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall,
after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, be for
the ratable benefit of the Holders of the Securities and coupons in
respect of which such judgment has been recovered.

Section 5.6 Application of Money Collected. Any money collect-
ed by the Trustee pursuant to this Article V shall be applied in the
following order, at the date or dates fixed by the Trustee and, in case of
the distribution of such money on account of principal (or premium, if
any) or interest and any Additional Amounts, upon presentation of the
Securities or coupons, or both, as the case may be, and the notation
thereon of the payment if only partially paid and upon surrender thereof
if fully paid:

FIRST: To the payment of all amounts due the Trustee and
any predecessor Trustee under Section 6.6;

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

THIRD: To the payment of the remainder, if any, to the
Company or any other Person or Persons entitled thereto.

Section 5.7 Limitation on Suits. No Holder of any Security of
any series or any related coupon shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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

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

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

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

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

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

Section 5.8 Unconditional Right of Holders to Receive Princi-
pal, Premium and Interest. Notwithstanding any other provision in this
Indenture, the Holder of any Security or coupon shall have the right which
is absolute and unconditional to receive payment of the principal of (and
premium, if any) and (subject to Sections 3.5 and 3.7) interest on, and
any Additional Amounts in respect of, such Security or payment of such
coupon on the respective due dates expressed in such Security or coupon
(or, in the case of redemption, on the Redemption Date) and to institute
suit for the enforcement of any such payment, and such rights shall not be
impaired without the consent of such Holder.

Section 5.9 Restoration of Rights and Remedies. If the Trustee
or any Holder of a Security or coupon has instituted any proceeding to
enforce any right or remedy under this Indenture and such proceeding has
been discontinued or abandoned for any reason, or has been determined
adversely to the Trustee or to such Holder, then and in every such case
the Company, the Trustee and the Holders of Securities and coupons shall,
subject to any determination in such proceeding, be restored severally and
respectively to their former positions hereunder and thereafter all rights
and remedies of the Trustee and the Holders shall continue as though no
such proceeding has been instituted.

Section 5.10 Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities or coupons in the last
paragraph of Section 3.6, no right or remedy herein conferred upon or
reserved to the Trustee or to the Holders of Securities or coupons is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not
prevent the concurrent assertion or employment of any other appropriate
right or remedy.

Section 5.11 Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Security or coupon to
exercise any right or remedy accruing upon any Event of Default shall
impair any such right or remedy or constitute a waiver of any such Event
of Default or an acquiescence therein. Every right and remedy given by
this Article V or by law to the Trustee or to the Holders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee
or by the Holders of Securities or coupons, as the case may be.

Section 5.12 Control by Holders of Securities. The Holders of
a majority in principal amount of the Outstanding Securities of any series
shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee or exercising any
trust or powers conferred on the Trustee with respect to the Securities of
such series, provided that

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

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

(3) the Trustee need not take any action which might
involve it in personal liability or be unjustly prejudicial to
the Holders of Securities of such series not consenting.

Section 5.13 Waiver of Past Defaults. The Holders of not less
than a majority in principal amount of the Outstanding Securities of any
series may on behalf of the Holders of all the Securities of such series
and any related coupons waive any past default hereunder with respect to
such series and its consequences, except a default

(1) in the payment of the principal of (or premium, if
any) or interest on or Additional Amounts payable in respect of
any Security of such series or any related coupons, or

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

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

Section 5.14 Waiver of Stay or Extension Laws. The Company
covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take
the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or
the performance of this Indenture; and the Company (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantage of
any such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been
enacted.

ARTICLE VI

THE TRUSTEE

Section 6.1 Duties of Trustee.

(a) If an Event of Default has occurred and is continuing,
the Trustee, subject to paragraph (e) below, shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and
skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

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

(i) The Trustee undertakes to perform such
duties and only such duties as are specifically set
forth in this Indenture and no implied covenants or
obligations shall be read into this Indenture against
the Trustee; and

(ii) In the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed
therein, upon certificates or opinions furnished to the
Trustee and conforming to the requirements of this Inden-
ture. However, in the case of any opinions or certificates
which by any provision hereof are specifically required to
be furnished to the Trustee, the Trustee shall examine the
certificates and opinions to determine whether or not they
conform to the requirements of this Indenture.

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

(i) This paragraph does not limit the effect of
paragraph (b) of this Section 6.1;

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

(iii) The Trustee shall not be liable with respect
to any action it takes or omits to take in good faith
in accordance with a direction received by it pursuant
to Section 5.12.

(d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is
subject to paragraphs (a), (b) and (c) of this Section 6.1.

(e) No provision of this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the
exercise of any of its rights or powers, if the Trustee shall have reason-
able grounds to believe that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.

(f) The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law.

(g) No provision of this Indenture shall require the
Trustee to determine the maximum interest rate permissible under
applicable law.

(h) Every provision of this Indenture relating to the con-
duct or affecting the liability of or affording protection to the Trustee
shall be subject to the provisions of this Section and to the provisions
of the TIA.

Section 6.2 Rights of Trustee.

(1) The Trustee may rely on and shall be protected in
acting or refraining from acting upon any document believed by
it to be genuine and to have been signed or presented by the
proper person;

(2) Any request or direction of the Company mentioned
herein shall be sufficiently evidenced by a Company Request or
Company Order (other than delivery of any Security, together
with any coupons appertaining thereto, to the Trustee for
authentication and delivery pursuant to Section 3.3 which shall
be sufficiently evidenced as provided therein) and any
resolution of the Board of Directors may be sufficiently
evidenced by a Board Resolution;

(3) Before the Trustee acts or refrains from acting, it
may require an Officer's Certificate and an Opinion of Counsel,
and the Trustee (unless other evidence be herein specifically
prescribed) shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers' Certificate
or Opinion of Counsel;

(4) The Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel with respect to
legal matters relating to this Indenture and the Securities
shall be full and complete authorization and protection in
respect of any action taken, suffered or omitted by it hereunder
in good faith and in accordance with the advice or opinion of
such counsel;

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

(6) The Trustee shall not be bound to make any
investigation into the facts or matters stated in any document,
but the Trustee, in its discretion, may make such further
inquiry or investigation into such facts or matters as it may
see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to
examine the books, records and premises of the Company, person-
ally or by agent or attorney;

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

(8) The Trustee shall not be liable for any action taken,
suffered 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; provided, however, that the
Trustee's conduct does not constitute willful misconduct,
negligence or bad faith.

Section 6.3 Trustee's Disclaimer. The recitals contained
herein and in the Securities, except the Trustee's certificate of
authentication, and in any coupons shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture or of
the Securities or coupons, except that the Trustee represents that it is
duly authorized to execute and deliver this Indenture, authenticate the
Securities and perform its obligations hereunder and that the statements
made by it in a Statement of Eligibility and Qualification on Form T-1
supplied to the Company are true and accurate, subject to the qualifica-
tions set forth therein. Neither the Trustee nor any Authenticating Agent
shall be accountable for the use or application by the Company of
Securities or the proceeds thereof.

Section 6.4 Individual Rights of Trustee. The Trustee, any
Paying Agent, Security Registrar, Authenticating Agent or any other agent
of the Company, in its individual or any other capacity, may become the
owner or pledgee of Securities and coupons and, subject to TIA Sections
310(b) and 311, may otherwise deal with the Company or an Affiliate of the
Company with the same rights it would have if it were not Trustee, Paying
Agent, Security Registrar, Authenticating Agent or such other agent.

Section 6.5 Notice of Defaults. Within 90 days after the
occurrence of any default (as defined below) hereunder with respect to the
Securities of any series, the Trustee shall transmit, in the manner and to
the extent provided in TIA Section 313(c), notice of such default
hereunder known to the Trustee, unless such default shall have been cured
or waived; provided, however, that, except in the case of a default in the
payment of the principal of (or premium, if any) or interest on or any
Additional Amounts payable with respect to any Security of such series
(including payments pursuant to a redemption or repurchase of the
Securities pursuant hereto), 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, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith deter-
mines that the withholding of such notice is in the interests of the
Holders of the Securities and coupons of such series; and provided further
that, in the case of any default or breach of the character specified in
Section 5.1(4) with respect to the Securities and coupons of such series,
no such notice to Holders shall be given until at least 60 days after the
occurrence thereof. For the purpose of this Section, the term "default"
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to the Securities of such series.

Section 6.6 Compensation and Indemnity. The Company agrees:

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

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

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

As security for the performance of the obligations of the
Company under this Section 6.6, the Trustee shall have a claim prior to
the Securities upon all property and funds held or collected by the
Trustee as such, except funds held in trust for the payment of principal
of (or premium, if any), interest on or any Additional Amounts payable
with respect to particular Securities or any coupons.

When the Trustee incurs expenses in connection with an Event of
Default specified in Section 5.1(5) or Section 5.1(6), the expenses are
intended to constitute expenses of administration under any applicable
Bankruptcy Law.

The provisions of this Section 6.6 shall survive the termination
of this Indenture.

Section 6.7 Corporate Trustee Required; Eligibility; Conflict-
ing Interests. There shall at all times be a Trustee hereunder which
shall be eligible to act as Trustee under TIA Section 310(a) and shall
have a combined capital and surplus of at least $5 million as set forth in
its most recent published annual report of condition. The Trustee shall
comply with TIA Section 310(b). If at any time the Trustee shall cease to
be eligible in accordance with the provisions of this Section 6.7, it
shall resign immediately in the manner and with the effect hereinafter
specified in this Article VI.

Section 6.8 Resignation and Removal; Appointment of Successor.
(a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article VI shall become effective until
the acceptance of appointment by the successor Trustee in accordance with
the applicable requirements of Section 6.9.

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

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

(d) If at any time:

(1) the Trustee shall fail to comply with the provisions
of TIA Section 310(b) after written request therefor by the
Company or by any Holder of a Security who has been a bona fide
Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section
6.7 and shall fail to resign after written request therefor by
the Company or by any Holder of a Security who has been a bona
fide Holder of a Security for at least six months, or

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

then, in any such case, (i) the Company by a Board Resolution may remove
the Trustee and appoint a successor Trustee with respect to all
Securities, or (ii) subject to TIA Section 315(e), any Holder of a
Security who has been a bona fide Holder of a Security for at least six
months may, on behalf of itself and all others similarly situated,
petition any court of competent jurisdiction for the removal of the
Trustee with respect to all Securities and the appointment of a successor
Trustee or Trustees.

(e) A successor Trustee under Section 6.10 (in a
transaction in which the predecessor Trustee is not the surviving entity)
may be removed by the Company by Board Resolution with respect to any or
all series of Securities within 60 days of becoming such successor Trustee
upon 30 days notice by the filing with the Trustee of an instrument in
writing signed on behalf of the Company by a duly authorized officer of
the Company specifying such removal and the date on which it is to become
effective.

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

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

Section 6.9 Acceptance of Appointment by Successor. (a) In
case of the appointment hereunder of a successor Trustee with respect to
all Securities, every such successor Trustee shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of
the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all
the rights, powers, trusts and duties of the retiring Trustee; but, on
request of the Company or the successor Trustee, such retiring Trustee
shall, upon payment of its charges, execute and deliver an instrument
transferring to such successor Trustee all the rights, powers and trusts
of the retiring Trustee, and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring
Trustee hereunder, subject nevertheless to its claim, if any, provided for
in Section 6.6.

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

(c) Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all such rights,
powers and trusts referred to in paragraph (a) or (b) of this Section 6.9,
as the case may be.

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

Section 6.10 Merger, Conversion, Consolidation or Succession to
Business. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation shall be
otherwise qualified and eligible under this Article VI, without the
execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Securities or coupons shall have been
authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Securities or
coupons so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities or coupons. In case any
Securities or coupons shall not have been authenticated by such
predecessor Trustee, any such successor Trustee may authenticate and
deliver such Securities or coupons, in either its own name or that of its
predecessor Trustee, with the full force and effect which this Indenture
provides for the certificate of authentication of the Trustee.

Section 6.11 Appointment of Authenticating Agent. At any time
when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration
of transfer or partial redemption thereof, and Securities so authenticated
shall be entitled to the benefits of this Indenture and shall be valid and
obligatory for all purposes as if authenticated by the Trustee hereunder.
Any such appointment shall be evidenced by an instrument in writing signed
by a Responsible Officer of the Trustee, a copy of which instrument shall
be promptly furnished to the Company. Wherever reference is made in this
Indenture to the authentication and delivery of Securities by the Trustee
or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by
an Authenticating Agent and a certificate of authentication executed on
behalf of the Trustee by an Authenticating Agent. Each Authenticating
Agent shall be acceptable to the Company and shall at all times be a bank
or trust company or corporation organized and doing business and in good
standing under the laws of the United States of America or of any State or
the District of Columbia, authorized under such laws to at as Authenti-
cating Agent, having a combined capital and surplus of not less than
$1,500,000 and subject to supervision or examination by Federal or State
authorities. If such Authenticating Agent publishes reports of condition
at least annually, pursuant to law or the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section
6.11, the combined capital and surplus of such Authentication Agent shall
be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time an
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 6.11, such Authenticating Agent shall resign
immediately in the manner and with the effect specified in this Section
6.11.

Any corporation into which an Authenticating Agent may be merged
or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which such
Authenticating Agent shall be a party, or any corporation succeeding to
the corporate agency or corporate trust business of an Authenticating
Agent, shall continue to be an Authenticating Agent, provided such
corporation shall be otherwise eligible under this Section 6.11, without
the execution or filing of any paper or further act on the part of the
Trustee or the Authenticating Agent.

An Authenticating Agent for any series of Securities may at any
time resign by giving written notice of resignation to the Trustee for
such series and to the Company. The Trustee for any series of Securities
may at any time terminate the agency of an Authenticating Agent 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 such Authenticating Agent shall cease
to be eligible in accordance with the provisions of this Section 6.11, the
Trustee for such series may appoint a successor Authenticating Agent which
shall be acceptable to the Company and shall give notice of such appoint-
ment to all Holders of Securities of the series with respect to which such
Authenticating Agent will serve in the manner set forth in Section 1.6.
Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers and duties of
its predecessor hereunder, with like effect as if originally named as an
Authenticating Agent herein. No successor Authenticating Agent shall be
appointed unless eligible under the provisions of this Section 6.11.

The Company agrees to pay to each Authenticating Agent from time
to time reasonable compensation including reimbursement of its reasonable
expenses for its services under this Section 6.11.

If an appointment with respect to one or more series is made
pursuant to this Section 6.11, the Securities of such series may have
endorsed thereon, in addition to or in lieu of the Trustee's certificate
of authentication, an alternate certificate of authentication
substantially in the following form:

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

Firstar Trust Company,
as Trustee

By______________________________
as Authenticating Agent

By______________________________
Authorized Signature

ARTICLE VII

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1 Disclosure of Names and Addresses of Holders.
Every Holder of Securities or coupons, by receiving and holding the same,
agrees with the Company and the Trustee that neither the Company nor the
Trustee nor any Authenticating Agent nor any Paying Agent nor any Security
Registrar shall be held accountable by reason of the disclosure of any
information as to the names and addresses of the Holders of Securities in
accordance with TIA Section 312, regardless of the source from which such
information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made
under TIA Section 312(b).

Section 7.2 Reports by Trustee. Within 60 days after May 15 of
each year commencing with the first May 15 after the first issuance of
Securities pursuant to this Indenture, the Trustee shall transmit by mail
to all Holders of Securities as provided in TIA Section 313(c) a brief
report dated as of such May 15 if required by, and in compliance with, TIA
Section 313(a).

Section 7.3 Reports by Company. The Company will:

(1) 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 (or copies of such portions of any of the
foregoing as the Commission may from time to time by rules and
regulations prescribe) which the Company may be required to file
with the Commission pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act; or, if the Company is not required
to file information, documents or reports pursuant to either of
such Sections, then it will file with the Trustee and the
Commission, in accordance with rules and regulations prescribed
from time to time by the Commission, such of the supplementary
and periodic information, documents and reports which may be
required pursuant to Section 13 of the Securities Exchange Act
in respect of a security listed and registered on a national
securities exchange as may be prescribed from time to time in
such rules and regulations;

(2) file with the Trustee and the Commission, in
accordance with rules and regulations prescribed from time to
time by the Commission, such additional information, documents
and reports with respect to compliance by the Company with the
conditions and covenants of this Indenture as may be required
from time to time by such rules and regulations; and

(3) transmit by mail to the Holders of Securities, within
30 days after the filing thereof with the Trustee, in the manner
and to the extent provided in TIA Section 313(c), such summaries
of any information, documents and reports required to be filed
by the Company pursuant to paragraphs (1) and (2) of this
Section 7.3 as may be required by rules and regulations
prescribed from time to time by the Commission.

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

Section 8.1 Company May Consolidate, etc., Only on Certain
Terms. The Company shall not consolidate with or merge with or into any
other corporation or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:

(1) either the Company shall be the continuing
corporation, or the corporation (if other than the Company)
formed by such consolidation or into which the Company is merged
or the Person which acquired by conveyance or transfer the
properties and assets of the Company substantially as an
entirety shall expressly assume, by an indenture supplemental
hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the
principal of (and premium, if any) and interest (including all
Additional Amounts, if any, payable pursuant to Section 10.9) on
all the Securities and the performance of every covenant of this
Indenture on the part of the Company to be performed or
observed;

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

(3) if as a result thereof any property or assets of the
Company or a Subsidiary would become subject to any mortgage,
pledge, security interest or encumbrance, then either (a) such
mortgage, pledge, lien, security interest or encumbrance shall
be permitted to be created pursuant to Section 10.4 without
equally and ratably securing the Securities or (b) the
Securities are secured equally and ratably with the debt secured
by such mortgage, pledge, lien, security interest or
encumbrance; and

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

Section 8.2 Successor Person Substituted. Upon any consolida-
tion or merger, or any conveyance or transfer of the properties and assets
of the Company substantially as an entirety in accordance with Section
8.1, the successor corporation formed by such consolidation or into which
the Company is merged or the successor Person to which such conveyance or
transfer is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture with
the same effect as if such successor had been named as the Company herein.
When a successor Person assumes all of the obligations of the Company
hereunder and under the Securities and any coupons appertaining thereto,
the predecessor shall be released from such obligations.

ARTICLE IX

SUPPLEMENTAL INDENTURES

Section 9.1 Supplemental Indentures Without Consent of Holders.
Without the consent of any Holders of Securities or coupons, the Company,
when authorized by or pursuant to a Board Resolution, and the Trustee, at
any time and from time to time, may enter into one or more indentures
supplemental hereto, in form satisfactory to the Trustee, for any of the
following purposes:

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

(2) to add to the covenants of the Company for the benefit
of the Holders of all or any series of Securities and any
related coupons (and if such covenants are to be for the benefit
of less than all series of Securities, stating that such
covenants are expressly being included solely for the benefit of
such series) or to surrender any right or power herein conferred
upon the Company; or

(3) to add any additional Events of Default for the
benefit of the Holders of all or any series of Securities (and
if such Events of Default are to be for the benefit of less than
all series of Securities, stating that such Events of Default
are expressly being included solely for the benefit of such
series); provided, however, that in respect of any such
additional Events of Default 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 enforcement upon
such default or may limit the remedies available to the Trustee
upon such default or may limit the right of the Holders of a
majority in aggregate principal amount of that or those series
of Securities to which such additional Events of Default apply
to waive such default; or

(4) to add to or change any of the provisions of this
Indenture to provide that Bearer Securities may be registrable
as to principal, to change or eliminate any restrictions on the
payment of principal of or any premium or interest on Bearer
Securities, to permit Bearer Securities to be issued in exchange
for Registered Securities, to permit Bearer Securities to be
issued in exchange for Bearer Securities of other authorized de-
nominations or to permit or facilitate the issuance of
Securities in uncertificated form, provided that any such action
shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons; or

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

(6) to secure the Securities pursuant to the requirements
of Section 8.1 or 10.4, or otherwise, or

(7) to establish the form or terms of Securities of any
series and any related coupons as permitted by Sections 2.1 and
3.1; or

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

(9) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other
provision herein, or to make any other provisions with respect
to matters or questions arising under this Indenture, provided
such action shall not adversely affect the interests of the
Holders of Securities of any series or any related coupons; or

(10) to supplement any of the provisions of this Indenture
to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities pursuant to
Sections 4.1, 14.2 and 14.3; provided that any such action shall
not adversely affect interests of the Holders of Securities of
such series and any related coupons or any other series of
Securities.

Section 9.2 Supplemental Indentures With Consent of Holders.
With the consent of the Holders of not less than a majority in principal
amount of all Outstanding Securities affected by such supplemental
indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by or pursuant to a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this
Indenture or of modifying in any manner the rights of the Holders of
Securities and any related coupons under this Indenture; provided,
however, that no such supplemental indenture shall, without consent of the
Holder of each Outstanding Security affected thereby:

(1) change the Stated Maturity of the principal of (or
premium, if any, on) or any installment of principal of or
interest on, any Security; or reduce the principal amount
thereof the rate of interest thereon or any Additional Amounts
payable in respect thereof, or any premium payable upon the re-
demption thereof, or change any obligation of the Company to pay
Additional Amounts pursuant to Section 10.9 (except as contem-
plated by Section 8.1(1) and permitted by Section 9.1(1)), or
reduce the amount of the principal of an Original Issue Discount
Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.2 or
the amount thereof provable in bankruptcy pursuant to Section
5.4, or adversely affect any right of repayment at the option of
the Holder of any Security, or change any Place of Payment
where, or the currency or currencies, currency unit or units or
composite currency or currencies in which, any Security or any
premium or the interest thereon is payable, or impair the right
to institute suit for the enforcement of any such payment on or
after the State Maturity thereof (or, in the case of redemption
or repayment at the option of the Holder, on or after the
Redemption Date or the Repayment Date, as the case may be), or

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

(3) modify any of the provisions of this Section 9.2,
Section 5.13 or 10.10, except to increase any such percentage or
to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby.

It shall not be necessary for any Act of Holders under this
Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the
substance thereof.

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

Section 9.3 Execution of Supplemental Indentures. In execut-
ing, or accepting the additional trusts created by, any supplemental
indenture permitted by this Article IX or the modification thereby of the
trusts created by this Indenture, the Trustee shall be entitled to
receive, and shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects
the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

Section 9.4 Effect of Supplemental Indentures. Upon the
execution of any supplemental indenture under this Article IX, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Securities theretofore or thereafter authenticated and delivered
hereunder and of any coupon appertaining thereto shall be bound thereby.

Section 9.5 Conformity with Trust Indenture Act. Every
supplemental indenture executed pursuant to this Article IX shall conform
to the requirements of the Trust Indenture Act as then in effect.

Section 9.6 Reference in Securities to Supplemental Indentures.
Securities of any series authenticated and delivered after the execution
of any supplemental indenture pursuant to this Article IX may, and shall,
if required by the Trustee, bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If
the Company shall so determine, new Securities of any series so modified
as to conform, in the opinion of the Trustee and the Company, to any such
supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding
Securities of such series.

ARTICLE X

COVENANTS

Section 10.1 Payment of Principal, Premium, if Any, and
Interest. The Company covenants and agrees for the benefit of each series
of Securities that it will duly and punctually pay the principal of (and
premium, if any) and interest on and any Additional Amounts payable in
respect of the Securities of that series in accordance with the terms of
such series of Securities, any coupons appertaining thereto and this
Indenture. Unless otherwise specified with respect to Securities of any
series pursuant to Section 3.1, principal of and any premium, interest and
Additional Amounts on Registered Securities will be payable at the
Corporate Trust Office of the Trustee, except that at the option of the
Company, interest (including Additional Amounts, if any) may be paid by
(i) check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register or (ii) wire transfer to an
account maintained by the Person entitled thereto as specified in the
Security Register. Unless otherwise specified as contemplated by Section
3.1 with respect to any series of Securities, any interest due on, and any
Additional Amounts payable in respect of, Bearer Securities on or before
Maturity, in respect of the principal of such a Security, shall be payable
only upon presentation and surrender of the several coupons for such
interest installments as are evidenced thereby as they severally mature.
The Company shall pay interest on overdue principal and, to the extent
lawful, interest on overdue installments of interest or Additional
Amounts, if any, at the rate borne by such Securities.

Section 10.2 Maintenance of Office or Agency. The Company shall
maintain in each Place of Payment for any series of Securities an office
or agency where Securities of that series (but not Bearer Securities,
except as otherwise provided below, unless the Place of Payment is located
outside of the United States) may be presented or surrendered for payment,
where Securities of that series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company
in respect of the Securities of that series and this Indenture may be
served. If Securities of a series are issuable as Bearer Securities, the
Company shall maintain, subject to any laws or regulations applicable
thereto, an office or agency in a Place of Payment for such series that is
located outside of the United States where Securities of that series and
related coupons may be presented and surrendered for payment (including
payment of any Additional Amounts payable on Securities of such series
pursuant to Section 10.9); provided, however, that if the Securities of
such series are listed on the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall
so require, the Company will maintain a Paying Agent of the Securities of
that series in Luxembourg or any other required city located outside the
United States, as the case may be, so long as the Securities of that
series are listed on such exchange. The Company will give prompt written
notice to the Trustee of the location, and any change in the location, of
each such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices
and demands may be made or served at the Corporate Trust Office of the
Trustee, except that Bearer Securities of that series and the related
coupons may be presented and surrendered for payment (including payment of
any Additional Amounts payable on Bearer Securities of that series
pursuant to Section 10.9) at the place specified for that purpose pursuant
to Section 3.1.

Unless otherwise specified with respect to any Securities
pursuant to Section 3.1, no payment of principal of or any premium,
interest or Additional Amounts on Bearer Securities shall be made at any
office or agency of the Company in the United States or by check mailed to
any address in the United States or by transfer to an account maintained
with a bank located in the United States; provided, however, that, if the
Securities of a series are payable in Dollars, payment of principal of and
any premium, interest or Additional Amounts on any Bearer Security shall
be made at the office of the Company's Paying Agent, if (but only if)
payment in Dollars of the full amount of such principal, premium, interest
or Additional Amounts, as the case may be, at all offices or agencies
outside the United States maintained for that purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by
exchange controls or other similar restrictions.

The Company may from time to time designate one or more other
offices or agencies where the Securities of one or more series may be
presented or surrendered for any or all of such purposes and may from time
to time rescind such designations; provided, however that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain an office or agency in accordance with the
requirements set forth above for Securities of any series for such
purposes. The Company will give prompt written notice to the Trustee of
any such designation or rescission and of any change in the location of
any such other office or agency. Unless otherwise specified with respect
to any Securities pursuant to Section 3.1 with respect to a series of
Securities, the Company hereby designates as Place of Payment for each
series of Securities the Corporate Trust Office of the Trustee, and
initially appoints the Trustee at its Corporate Trust Office as Paying
Agent and as its agent to receive all such presentations, surrenders,
notices and demands.

Unless otherwise specified with respect to any Securities
pursuant to Section 3.1, if and so long as the Securities of any series
(i) are denominated in a currency other than Dollars or (ii) may be
payable in a currency other than Dollars, or so long as it is required
under any other provision of the Indenture, then the Company will maintain
with respect to each such series of Securities, or as so required, at
least one Exchange Rate Agent.

Section 10.3 Money for Securities Payments to Be Held in Trust.
If the Company shall at any time act as its own Paying Agent with respect
to any series of any Securities and any related coupons, it will, on or
before each due date of the principal of (and premium, if any), or
interest on or Additional Amounts in respect of, any of the Securities of
that series, segregate and hold in trust for the benefit of the Person
entitled thereto a sum in the currency or currencies, currency unit or
unites or composite currency or currencies in which the Securities of such
series are payable (except as otherwise specified pursuant to Section 3.1
for the Securities of such series and except, if applicable, as provided
in Sections 3.12(b), 3.12(d) and 3.12(c) sufficient to pay the principal
(and premium, if any) or interest or Additional Amounts so becoming due
until such sums shall be paid to such Person or otherwise disposed of as
herein provided, and will promptly notify the Trustee of its action or
failure so to act.

Whenever the Company shall have one or more Paying Agents for
any series of Securities and any related coupons, it will, on or before
each due date of the principal of (and premium, if any), or interest on or
Additional Amounts in respect of, any Securities of that series, deposit
with a Paying Agent a sum (in the currency or currencies, currency unit or
units or composite currency or currencies described in the preceding
paragraph) sufficient to pay the principal (and premium, if any) or
interest or Additional Amounts, so becoming due, such sum to be held in
trust for the benefit of the Persons entitled to such principal, premium
or interest or Additional Amounts and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or
failure so to act.

The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose,
pay, or by Company Order direct any Paying Agent to pay, to the Trustee
all sums held in trust by the Company or such Paying Agent, such sums to
be held by the Trustee upon the same trusts as those upon which such sums
were held by the Company or such Paying Agent; and, upon such payment by
any Paying Agent to the Trustee, such Paying Agent shall be released from
all further liability with respect to such sums.

Except as otherwise provided in the Securities of any series,
any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of (and premium, if
any) or interest on any Security of any series and remaining unclaimed for
two years after such principal (and premium, if any) or interest has
become due and payable shall be paid to the Company upon Company Request
or (if then held by the Company) shall be discharged from such trust; and
the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment of such principal of (and
premium, if any) or interest on any Security, without interest thereon,
and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of
the Company cause to be published once, in an Authorized Newspaper, notice
that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date such publi-
cation, any unclaimed balance of such money then remaining will be repaid
to the Company.

Section 10.4 Limitation on Dividend and Other Payment Restric-
tions Affecting Restricted Subsidiaries. The Company will not, and will
not permit any Restricted Subsidiary to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to
(a)(i) pay dividends or make any other distributions on its Capital Stock
or (ii) pay any Indebtedness owed to the Company or a Restricted Subsid-
iary, (b) make loans or advances to the Company or a Restricted Subsidiary
or (c) transfer any of its properties or assets to the Company or a
Restricted Subsidiary, except for such encumbrances or restrictions exist-
ing under or by reason of (i) any restrictions contained in Indebtedness
with respect to the Company or its Restricted Subsidiaries in existence on
the Issue Date; (ii) any restrictions, with respect to a Restricted
Subsidiary that is not a Restricted Subsidiary on the date of this
Indenture, under any agreement in existence at the time such Restricted
Subsidiary becomes a Restricted Subsidiary (unless such agreement was en-
tered into in connection with, or in contemplation of, such entity
becoming a Restricted Subsidiary on or after the date of this Indenture);
(iii) any restrictions under any agreement evidencing any Acquired
Indebtedness of a Restricted Subsidiary; provided that such restrictions
shall not restrict or encumber any assets of the Company or its Restricted
Subsidiaries other than such Restricted Subsidiary; (iv) restrictions
existing under any agreement that refinances or replaces the agreements
containing restrictions described in clauses (i), (ii) and (iii) above;
provided that the terms and conditions of any such restrictions are in the
good faith determination of the Board of Directors no less favorable to
the Holders of the Securities than those under the agreement so refinanced
or replaced; or (v) any encumbrance or restriction due to applicable law.

Section 10.5 Limitation on Secured Debt. The Company will not,
and will not permit any Restricted Subsidiary to, create, assume or
guarantee any Secured Debt without making effective provision for securing
the Securities (and, if the Company shall so determine, any other in-
debtedness of or guaranteed by the Company or such Restricted Subsidiary),
equally and ratably with such Secured Debt; provided that this covenant
does not apply to debt secured by (a) certain mortgages, pledges, liens,
security interests or encumbrances to secure payment of all or part of the
purchase price or the cost of construction or improvement of property of
the Company or any Restricted Subsidiary, (b) mortgages, pledges, liens,
security interests or encumbrances on property existing at the time of
acquisition thereof, whether or not assumed by the Company or any
Restricted Subsidiary, (c) mortgages, pledges, liens, security interests
or encumbrances on property, shares of stock or indebtedness of a
corporation existing at the time such corporation becomes a Restricted
Subsidiary, (d) mortgages, pledges, liens, security interests or encum-
brances on property of a corporation existing at the time such corporation
is merged into or consolidated with the Company or any Restricted
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 any Restricted Subsidiary, (e) mortgages,
including mortgages, pledges, liens, security interests or encumbrances,
on property of the Company or any Restricted Subsidiary in favor of the
United States of America, any State thereof, or any other country, or any
agency, instrumentality or political subdivision thereof, to secure
certain payments pursuant to any contract or statute or to secure indebt-
edness incurred for the purpose of financing all or any part of the pur-
chase price or the cost of construction or improvement of the property
subject to such mortgages, (f) any extension, renewal or replacement (or
successive extensions, renewals or replacements), in whole or in part, of
any mortgage, pledge, lien or encumbrance referred to in the foregoing
clauses (a) to (e), inclusive, provided that the principal amount of such
indebtedness shall not exceed the principal amount outstanding at the time
of such extension, renewal or replacement, and that such extension,
renewal or replacement shall be limited to property which secured the
mortgage so extended, renewed or replaced and additions to such property,
or (g) any mortgage, pledge, lien, security interest or encumbrance
securing indebtedness owing by the Company or any Restricted Subsidiary to
the Company or to one or more Restricted Subsidiaries or both. In
addition to the foregoing specific exceptions, the Company and one or more
Restricted Subsidiaries may, without securing the Securities, create,
assume or guarantee Secured Debt which would otherwise be subject to the
foregoing restrictions, provided that, after giving effect thereto, the
aggregate amount of all Secured Debt then outstanding (not including
Secured Debt permitted under the foregoing exceptions) and the aggregate
"value" of Sale and Leaseback Transactions (as defined in Section 10.6)
(other than such transactions in connection with which indebtedness has
been, or will be, retired in accordance with clause (b) of Section 10.6)
at such time does not exceed 5% of Consolidated Net Tangible Assets.

Section 10.6 Limitation on Sale and Leaseback Transactions.
The Company will not, and will not permit any Restricted Subsidiary to,
sell or transfer (except to the Company or one or more Restricted Subsid-
iaries, or both) any Principal Property owned by it with the intention of
taking back a lease on such property except a lease for a period not
exceeding three years with the intent that the use by the Company or such
Restricted Subsidiary of such property will be discontinued on or before
the expiration of such period (a "Sale and Leaseback Transaction") unless
(a) the Company or such Restricted Subsidiary would be entitled pursuant
to Section 10.5 to incur Secured Debt in an amount equal to the amount
realized or to be realized upon such sale or transfer secured by a
mortgage on the property to be leased without equally and ratably securing
the Securities, or (b) the Company or such Restricted Subsidiary shall
apply an amount equal to the value of the property so leased to the
retirement (other than payment at maturity or mandatory prepayment),
within 120 days after the effective date of such arrangement, of indebt-
edness for money borrowed by the Company or any Restricted Subsidiary
which was recorded as funded debt as of the date of its creation and
which, in the case of such indebtedness of the Company, is not subordinate
and junior in right of payment to the Securities, subject to credits for
certain voluntary retirements of such indebtedness. The term "value"
means, with respect to a Sale and Leaseback Transaction, as of any
particular time, the amount equal to the greater of (i) the net proceeds
of the sale of the property leased pursuant to such Sale and Leaseback
Transaction, or (ii) the fair value of such property at the time of
entering into such Sale and Leaseback Transaction, as determined by the
Board of Directors, in either case divided first by the number of full
years of the term of the lease and then multiplied by the number of full
years of such term remaining at the time of determination, without regard
to any renewal or extension options contained in the lease.

Section 10.7 Limitation on Transfer of Principal Property. The
Company will not, and will not permit any Restricted Subsidiary to, trans-
fer any Principal Property to any Unrestricted Subsidiary unless it
applies an amount equal to the fair value of such property at the time of
transfer, as determined by the Board of Directors, to the retirement
(other than mandatory retirement), within 120 days after the effective
date of such transfer, of indebtedness for money borrowed by the Company
or any Restricted Subsidiary which was recorded as funded debt as of the
date of its creation and which, in case of such indebtedness of the
Company, is not subordinated and junior in right of payment of the Debt
Securities. "Principal Property" means any manufacturing plant or other
facility having a gross book value in excess of 1% of Consolidated Net
Tangible Assets at the time of determination thereof and owned or leased
by the Company or any Restricted Subsidiary and located in the United
States of America, Canada or the Commonwealth of Puerto Rico, other than
any such manufacturing plant or other facility or portion thereof which,
in the opinion of the Board of Directors, is not of material importance to
the business conducted by the Company and its Subsidiaries as a whole.

Section 10.8 Statement as to Compliance. The Company will
deliver to the Trustee, within 120 days after the end of each fiscal year,
a brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to such officer's
knowledge of the Company's compliance with all conditions and covenants
under this Indenture. For purposes of this Section 10.8, such compliance
shall be determined without regard to any period of grace or requirement
of notice under this Indenture.

Section 10.9 Additional Amounts. If any Securities of a series
provide for the payment of Additional Amounts, the Company will pay the
Holder of any Security of such series or any coupon appertaining thereto
Additional Amounts as may be specified as contemplated by Section 3.1.
Whenever in this Indenture there is mentioned, in any context, the payment
of the principal of or any premium or interest on, or in respect of, any
Security of any series or payment of any related coupon or the net
proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of
Additional Amounts provided by the terms of such series established
pursuant to Section 3.1 to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof pursuant to such
terms and express mention of the payment of Additional Amounts (if
applicable) in any provisions hereof shall not be construed as excluding
Additional Amounts in those provisions hereof where such express mention
is not made.

Except as otherwise specified as contemplated by Section 3.1, if
the Securities of a series provide for the payment of Additional Amounts,
at least 10 days prior to the first Interest Payment Date with respect to
that series of Securities (or if the Securities of that series will not
bear interest prior to Maturity, the first day on which a payment of
principal and any premium is made), and at least 10 days prior to each
date of payment of principal and any premium or interest if there has been
any change with respect to the matters set forth in the below-mentioned
Officers' Certificate, the Company will furnish the Trustee and the
Company's principal Paying Agent or Paying Agents, if other than the
Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of the series shall be made to
Holders of Securities of the series or any related coupons who are not
United States persons without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of the
series. If any such withholding shall be required, then such Officers'
Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities of that series or
related coupons and the Company will pay to the Trustee or any Paying
Agent the Additional Amounts required by the terms of such Securities. In
the event that the Trustee or any Paying Agent, as the case may be, shall
not so receive the above-mentioned certificate, then the Trustee or such
Paying Agent shall be entitled (i) to assume that no such withholding or
deduction is required with respect to any payment of principal or interest
with respect to any Securities of a series or related coupons until it
shall have received a certificate advising otherwise and (ii) to make all
payments of principal and interest with respect to the Securities of a
series or related coupons without withholding or deductions until
otherwise advised. The Company covenants to indemnify the Trustee and any
Paying Agent for, and to hold them harmless against, any loss, liability
or expense reasonably incurred without negligence or bad faith on their
part arising out of or in connection with actions taken or omitted by any
of them in reliance on any Officer's Certificate furnished pursuant to
this Section.

Section 10.10 Waiver of Certain Covenants. The Company may
omit in any particular instance to comply with any term, provision or
condition set forth in Sections 10.4, 10.5, 10.6 or 10.7 if before or
after the time for such compliance the Holders of at least a majority in
principal amount of all outstanding Securities, by Act of such Holders,
waive such compliance in such instance or generally waive compliance with
such term, provision or condition, but no such waiver shall extend to or
after such term, provision or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of
the Company and the duties of the Trustee in respect of any such term,
provision or condition shall become effective, the obligations of the
Company and the duties of the Trustee in respect of any such term,
provision or condition shall remain in full force and effect.

ARTICLE XI

REDEMPTION OF SECURITIES

Section 11.1 Applicability of Article. Securities of any
series which are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 3.1 for Securities of any series) in
accordance with this Article XI.

Section 11.2 Election to Redeem; Notice to Trustee. The
election of the Company to redeem any Securities shall be evidenced by or
pursuant to a Board Resolution. In case of any redemption at the election
of the Company of less than all of the Securities of any series, the
Company shall, at least 60 days prior to the Redemption Date fixed by the
Company (unless a shorter notice shall be satisfactory to the Trustee),
notify the Trustee of such Redemption Date and of the principal amount of
Securities of such series to be redeemed. In the case of any redemption
of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the Company shall furnish the Trustee with an Officers'
Certificate evidencing compliance with such restriction.

Section 11.3 Selection by Trustee of Securities to Be Redeemed.
If less than all the Securities of any series issued on the same day with
the same terms are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 60 days prior to the Redemption
Date by the Trustee, from the Outstanding Securities of such series issued
on such date with the same terms not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may
provide for the selection for redemption of portions (equal to the minimum
authorized denomination for Securities of that series or any integral
multiple thereof) of the principal amount of Securities of such series of
a denomination larger than the minimum authorized denomination for
securities of that series.

The Trustee shall promptly notify the Company and the Security
Registrar (if other than itself) in writing of the Securities selected for
redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

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

Section 11.4 Notice of Redemption. Notice of redemption shall
be given in the manner provided in Section 1.6, not less than 30 days nor
more than 60 days prior to the Redemption Date, unless a shorter period is
specified by the terms of such series established pursuant to Section 3.1,
to each Holder of Securities to be redeemed, but failure to give such
notice in the manner herein provided to the Holder of any Security desig-
nated for redemption as a whole or in part, or any defect in the notice to
any such Holder, shall not affect the validity of the proceedings for the
redemption of any other such Security or portion thereof.

Any notice that is mailed to the Holders of Registered
Securities in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives the notice.

All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price, accrued interest to the
Redemption Date payable as provided in Section 11.6, if any, and
Additional Amounts, if any,

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

(4) in case any Security is to be redeemed in part only,
the notice which relates to such Security shall state that on
and after the Redemption Date, upon surrender of such Security,
the Holder will receive, without a charge, a new Security or
Securities of authorized denominations for the principal amount
thereof remaining unredeemed,

(5) that on the Redemption Date the Redemption Price and
accrued interest to the Redemption Date payable as provided in
Section 11.6, if any, will become due and payable upon each such
Security, or the portion thereof, to be redeemed and, if
applicable, that interest thereon shall cease to accrue on and
after said date,

(6) the Place or Places of Payment where such Securities,
together in the case of Bearer Securities with all coupons
appertaining thereto, if any, maturing after the Redemption
Date, are to be surrendered for payment of the Redemption Price
and accrued interest, if any,

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

(8) that, unless otherwise specified in such notice,
Bearer Securities of any series, if any, surrendered for
redemption must be accompanied by all coupons maturing subse-
quent to the date fixed for redemption or the amount of any such
missing coupon or coupons will be deducted from the Redemption
Price, unless security or indemnity satisfactory to the Company,
the Trustee for such series and any Paying Agent is furnished,

(9) if Bearer Securities of any series are to be redeemed
and any Registered Securities of such series are not to be
redeemed, and if such Bearer Securities may be exchanged for
Registered Securities not subject to redemption on this
Redemption Date pursuant to Section 3.5 or otherwise, the last
date, as determined by the Company, on which such exchanges may
be made, and

(10) the CUSIP number of such Security, if any.

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

Section 11.5 Deposit of Redemption Price. On or prior to any
Redemption Date, the Company shall deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent, which
it may not do in the case of a sinking fund payment under Article XII,
segregate and hold in trust as provided in Section 10.3) an amount of
money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 3.1 for the Securities
of such series and except, if applicable, as provided in Sections 3.12(b),
3.12(d) and 3.12(e)) sufficient to pay on the Redemption Date the
Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date) accrued interest on, all the Securities or portions
thereof which are to be redeemed on that date.

Section 11.6 Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities so to be
redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified in the currency or currencies, currency
unit or units or composite currency or currencies in which the Securities
of such series are payable (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series and except, if applicable,
as provided in Sections 3.12(b), 3.12(d) and 3.12(e)) (together with
accrued interest, if any, to the Redemption Date), and from and after such
date (unless the Company shall default in the payment of the Redemption
Price and accrued interest) such Securities shall if the same were
interest-bearing cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security
for redemption in accordance with said notice, together with all coupons,
if any, appertaining thereto maturing after the Redemption Date, such
Security shall be paid by the Company at the Redemption Price, together
with accrued interest, if any, to the Redemption Date; provided, however,
that installments of interest on Bearer Securities whose Stated Maturity
is on or prior to the Redemption Date shall be payable only at an office
or agency located outside the United States (except as otherwise provided
in Section 10.2) and, unless otherwise specified as contemplated by
Section 3.1, only upon presentation and surrender of coupons for such
interest, and provided further that installments of interest on Registered
Securities whose Stated Maturity is on or prior to the Redemption Date
shall be payable to the Holders of such Securities, or one or more
Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of
Section 3.7.

If any Bearer Security surrendered for redemption shall not be
accompanied by all appurtenant coupons maturing after the Redemption Date,
such Security may be paid after deducting from the Redemption Price an
amount equal to the face amount of all such missing coupons, or the
surrender of such missing coupon or coupons may be waived by the Company
and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless.
If thereafter the Holder of such Security shall surrender to the Trustee
or any Paying Agent any such missing coupon in respect of which a
deduction shall have been made from the Redemption Price, such Holder
shall be entitled to receive the amount so deducted; provided, however,
that interest represented by coupons shall be payable only at an office or
agency located outside the United States (except as otherwise provided in
Section 10.2) and, unless otherwise specified as contemplated by Section
3.1, only upon presentation and surrender of those coupons.

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

Section 11.7 Securities Redeemed in Part. Any Registered
Security which is to be redeemed only in part (pursuant to the provisions
of this Article XI or of Article XII) shall be surrendered at a Place of
Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory
to the Company and the Trustee duly executed by, the Holder thereof or
such Holder's attorney duly authorized in writing) and the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of
such Security without service charge a new Security or Securities of the
same series, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed
portion of the principal of the Security so surrendered.

ARTICLE XII

SINKING FUNDS

Section 12.1 Applicability of Article. The provisions of this
Article XII shall be applicable to any sinking fund for the retirement of
Securities of a series except as otherwise specified as contemplated by
Section 3.1 for Securities of such series.

The minimum amount of any sinking fund payment provided for by
the terms of Securities of any series is herein referred to as a
"mandatory sinking fund payment," and any payment in excess of such
minimum amount provided for by the terms of such Securities of any series
is herein referred to as an "optional sinking fund payment." If provided
for by the terms of any Securities of any series, the cash amount of any
mandatory sinking fund payment may be subject to reduction as provided in
Section 12.2. Each sinking fund payment shall be applied to the
redemption of Securities of any series as provided for by the terms of
Securities of such series.

Section 12.2 Satisfaction of Sinking Fund Payments with
Securities. The Company may, in satisfaction of all or any part of any
mandatory sinking fund payment with respect to the Securities of a series,
(1) deliver Outstanding Securities of such series (other than any
previously called for redemption) together, in the case of any Bearer
Securities of such series, with all unmatured coupons appertaining thereto
and (2) apply as a credit Securities of such series which have been
redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking
fund payments pursuant to the terms of such Securities, as provided for by
the terms of such Securities; provided that such Securities so delivered
or applied as a credit have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee
at the applicable Redemption Price specified in such Securities for
redemption through operation of the sinking fund, and the amount of such
mandatory sinking fund payment shall be reduced accordingly.

Section 12.3 Redemption of Securities for Sinking Fund. Not
less than 60 days prior to each sinking fund payment date for Securities
of any series, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing mandatory sinking
fund payment for that series pursuant to the terms of that series, the
portion thereof, if any, which is to be satisfied by payment of cash in
the currency or currencies, currency unit or units or composite currency
or currencies in which the Securities of such series are payable (except
as otherwise specified pursuant to Section 3.1 for the Securities of such
series and except, if applicable, as provided in Sections 3.12(b), 3.12(d)
and 3.12(c)) and the portion thereof, if any, which is to be satisfied by
delivering and crediting Securities of that series pursuant to Section
12.2, and the optional amount, if any, to be added in cash to the next
ensuing mandatory sinking fund payment, and will also deliver to the
Trustee any Securities to be so delivered and credited. If such Officers'
Certificate shall specify an optional amount to be added in cash to the
next ensuing mandatory sinking fund payment, the Company shall thereupon
be obligated to pay the amount therein specified. Not less than 30 days
before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the
manner specified in Section 11.3 and cause notice of the redemption
thereof to be given in the name of and at the expense of the Company in
the manner provided in Section 11.4. Such notice having been duly given,
the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 11.6 and 11.7.

ARTICLE XIII

REPAYMENT AT THE OPTION OF HOLDERS

Section 13.1 Applicability of Article. Repayment of Securities
of any series before their Stated Maturity at the option of the Holders
thereof shall be made in accordance with the terms of such Securities and
(except as otherwise specified by the terms of such series established
pursuant to Section 3.1) in accordance with this Article XIII.

Section 13.2 Repayment of Securities. Securities of any series
subject to repayment in whole or in part at the option of the Holders
thereof will, unless otherwise provided in the terms of such Securities,
be repaid at a price equal to the principal amount thereof, together with
interest, if any, thereon accrued to the Repayment Date specified in or
pursuant to the terms of such Securities. The Company covenants that on
or before the Repayment Date it will deposit with the Trustee or with a
Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 10.3) an amount of
money in the currency or currencies, currency unit or units or composite
currency or currencies in which the Securities of such series are payable
(except as otherwise specified pursuant to Section 3.1 for the Securities
of such series and except, if applicable, as provided in Sections 3.12(b),
3.12(d) and 3.12(e)) sufficient to pay the principal (or, if so provided
by the terms of the Securities of any series, a percentage of the
principal) of, and (except if the Repayment Date shall be an Interest
Payment Date) accrued interest on, all the Securities or portions thereof,
as the case may be, to be repaid on such date.

Section 13.3 Exercise of Option. Securities of any series
subject to repayment at the option of the Holders thereof will contain an
"Option to Elect Repayment" form on the reverse of such Securities. To be
repaid at the option of the Holder, any Security so providing for such
repayment, with the "Option to Elect Repayment" form on the reverse of
such Security duly completed by the Holder (or by the Holder's attorney
duly authorized in writing), must be received by the Company at the Place
of Payment therefor specified in the terms of such Security (or at such
other place or places of which the Company shall from time to time notify
the Holders of such Securities) not earlier than 45 days nor later than 30
days prior to the Repayment Date. If less than the entire principal
amount of such Security is to be repaid in accordance with the terms of
such Security, the principal amount of such Security to be repaid, in
increments of the minimum denomination for Securities of such series, and
the denomination or denominations of the Security or Securities to be
issued to the Holder for the portion of the principal amount of such
Security surrendered that is not to be repaid, must be specified. The
principal amount of any Security providing for repayment at the option of
the Holder thereof may not be repaid in part if, following such repayment,
the unpaid principal amount of such Security would be less than the
minimum authorized denomination of Securities of the series of which such
Security to be repaid is a part. Except as otherwise may be provided by
the terms of any Security providing for repayment at the option of the
Holder thereof, exercise of the repayment option by the Holder shall be
irrevocable unless waived by the Company.

Section 13.4 When Securities Presented for Repayment Become Due
and Payable. If Securities of any series providing for repayment at the
option of the Holders thereof shall have been surrendered as provided in
this Article XIII and as provided by or pursuant to the terms of such
Securities, such Securities or the portions thereof, as the case may be,
to be repaid shall become due and payable and shall be paid by the Company
on the Repayment Date therein specified, and on and after such Repayment
Date (unless the Company shall default in the payment of such Securities
on such Repayment Date) such Securities shall, if the same were interest-
bearing, cease to bear interest and the coupons for such interest
appertaining to any Bearer Securities so to be repaid, except to the
extent provided below, shall be void. Upon surrender of any such Security
for repayment in accordance with such provisions, together with all
coupons, if any, appertaining thereto maturing after the Repayment Date,
the principal amount of such Security so to be repaid shall be paid by the
Company, together with accrued interest, if any, to the Repayment Date;
provided, however, that coupons whose Stated Maturity is on or prior to
the Repayment Date shall be payable only at an office or agency located
outside the United States (except as otherwise provided in Section 10.2)
and, unless otherwise specified pursuant to Section 3.1, only upon
presentation and surrender of such coupons, and provided further that, in
the case of Registered Securities, installments of interest, if any, whose
Stated Maturity is on or prior to the Repayment Date shall be payable (but
without interest thereon, unless the Company shall default in the payment
thereof) to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant
Record Dates according to their terms and the provisions of Section 3.7.

If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date,
such Security may be paid after deducting from the amount payable therefor
as provided in Section 13.2 an amount equal to the face amount of all such
missing coupons, or the surrender of such missing coupon or coupons may be
waived by the Company and the Trustee if there be furnished to them such
security or indemnity as they may require to save each of them and any
Paying Agent harmless. If thereafter the Holder of such Security shall
surrender to the Trustee or any Paying Agent any such missing coupon in
respect of which a deduction shall have been made as provided in the
preceding sentence, such Holder shall be entitled to receive the amount so
deducted; provided, however, that interest represented by coupons shall be
payable only at an office or agency located outside the United States
(except as otherwise provided in Section 10.2) and, unless otherwise
specified as contemplated by Section 3.1, only upon presentation and
surrender of those coupons.

If the principal amount of any Security surrendered for
repayment shall not be so repaid upon surrender thereof, such principal
amount (together with interest, if any, thereon accrued to such Repayment
Date) shall, until paid, bear interest from the Repayment Date at the rate
of interest or Yield to Maturity (in the case of Original Issue Discount
Securities) set forth in such Security.

Section 13.5 Securities Repaid in Part. Upon surrender of any
Registered Security which is to be repaid in part only, the Company shall
execute and the Trustee shall authenticate and deliver to the Holder of
such Security, without service charge and at the expense of the Company, a
new Registered Security or Securities of the same series, of any
authorized denomination specified by the Holder, in an aggregate principal
amount equal to and in exchange for the portion of the principal of such
Security so surrendered which is not to be repaid.

ARTICLE XIV

DEFEASANCE AND COVENANT DEFEASANCE

Section 14.1 Applicability of Article; Company's Option to
Effect Defeasance or Covenant Defeasance. If pursuant to Section 3.1
provision is made for either or both of (a) defeasance of the Securities
of or within a series under Section 14.2 or (b) covenant defeasance of the
Securities of or within a series under Section 14.3, then the provisions
of such Section or Sections, as the case may be, together with the other
provisions of this Article XIV (with such modifications thereto as may be
specified pursuant to Section 3.1 with respect to any Securities), shall
be applicable to such Securities and any coupons appertaining thereto, and
the Company may at its option by Board Resolution, at any time, with
respect to such Securities and any coupons appertaining thereto, elect to
have Section 14.2 (if applicable) or Section 14.3 (if applicable) be
applied to the Outstanding Securities of such series and any coupons
appertaining thereto upon compliance with the conditions set forth below
in this Article XIV.

Section 14.2 Defeasance and Discharge. Upon the Company's
exercise of the above option applicable to this Section 14.2 with respect
to any Securities of or within a series, the Company shall be deemed to
have been discharged from its obligations with respect to the Outstanding
Securities of such series and any coupons appertaining thereto on the date
the conditions set forth in Section 14.4 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Company
shall be deemed to have paid and discharged the entire indebtedness
represented by the Outstanding Securities of such series and any coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding"
only for the purposes of Section 14.5 and the other Sections of this
Indenture referred to in clauses (A) and (B) of this Section 14.2, and to
have satisfied all its other obligations under such Securities and any
coupons appertaining thereto and this Indenture insofar as such Securities
and any coupons appertaining thereto are concerned (and the Trustee, at
the expense of the Company, shall execute proper instruments acknowledging
the same), except for the following which shall survive until otherwise
terminated or discharged hereunder: (A) the rights of Holders of the
Outstanding Securities of such series and any coupons appertaining thereto
to receive, solely from the trust fund described in Section 14.4 and as
more fully set forth in such Section, payments in respect of the principal
of (and premium, if any) and interest, if any, on such Securities and any
coupons appertaining thereto when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 3.5, 3.6, 10.2
and 10.3 and with respect to the payment of Additional Amounts, if any, on
such Securities as contemplated by Section 10.9, (C) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and (D) this
Article XIV. Subject to compliance with this Article XIV, the Company may
exercise its option under this Section 14.2 notwithstanding the prior
exercise of its option under Section 14.3 with respect to such Securities
and any coupons appertaining thereto.

Section 14.3 Covenant Defeasance. Upon the Company's exercise
of the above option applicable to this Section 14.3 with respect to any
Securities of or within a series, the Company shall be released from its
obligations under Sections 10.4, 10.5, 10.6 and 10.7, and, if specified
pursuant to Section 3.1, its obligations under any other covenant (except
those obligations set forth in Sections 5.14, 10.1 and 10.2), with respect
to the Outstanding Securities of such series and any coupons appertaining
thereto on and after the date the conditions set forth in Section 14.4 are
satisfied (hereinafter, "covenant defeasance"), and such Securities and
any coupons appertaining thereto shall thereafter be deemed to be not
"Outstanding" for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with Sections 10.4, 10.5, 10.6 and 10.7, or such other
covenant, but shall continue to be deemed "Outstanding" for all other
purposes hereunder. For this purpose, such covenant defeasance means
that, with respect to the Outstanding Securities of such series and any
coupons appertaining thereto, the Company may omit to comply with and
shall have no liability in respect of any term, condition or limitation
set forth in any such Section or such other covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such
Section or such other covenant or by reason of reference in any such
Section or such other covenant to any other provision herein or in any
other document, and payment of the Securities of such series may not be
accelerated because of a default or an Event of Default under Section
5.1(7), 5.1(8) or 5.1(9) or because of the failure of the Company to
comply with Section 8.1(3), as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities and any coupons
appertaining thereto shall be unaffected thereby.

Section 14.4 Conditions to Defeasance or Covenant Defeasance.
The following shall be the conditions to application of Section 14.2 or
Section 14.3 to any Outstanding Securities of or within a series and any
coupons appertaining thereto:

(a) The Company shall irrevocably have deposited or caused
to be deposited with the Trustee (or another trustee satisfying the
requirements of Section 6.7 who shall agree to comply with the provisions
of this Article XIV applicable to it) as trust funds in trust for the
purpose of making the following payments, specifically pledged as security
for, and dedicated solely to, the benefit of the Holders of such
Securities and any coupons appertaining thereto, (1) money in an amount
(in such currency, currencies or currency unit in which such Securities
and any coupons appertaining thereto and then specified as payable at
Stated Maturity), or (2) Government Obligations applicable to such
Securities and coupons appertaining thereto (determined on the basis of
the currency, currencies or currency unit in which such Securities and
coupons appertaining thereto are then specified as payable at Stated
Maturity) which through the scheduled payment of principal and interest in
respect thereof in accordance with their terms will provide, not later
than one day before the due date of any payment of principal of (and
premium, if any) and interest, if any, on such Securities and any coupons
appertaining thereto, money in an amount, or (3) a combination thereof in
an amount, which, in the case of (1), (2) or (3) is sufficient, in the
opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, to
pay and discharge, and which shall be applied by the Trustee (or other
qualifying trustee) to pay and discharge, (i) the principal of (and
premium, if any) and interest, if any, on such Outstanding Securities and
any coupons appertaining thereto on the Stated Maturity of such principal
or installment of principal or interest and (ii) any mandatory sinking
fund payments or analogous payments applicable to such Outstanding
Securities and any coupons appertaining thereto on the day on which such
payments are due and payable in accordance with the terms of this
Indenture and of such Securities and any coupons appertaining thereto;

(b) Such defeasance or covenant defeasance shall not
result in a breach or violation of, or constitute a default under, this
Indenture or any other material agreement or instrument to which the
Company is a party or by which it is bound;

(c) No Event of Default or event which with notice or
lapse of time or both would become an Event of Default with respect to
such Securities and any coupons appertaining thereto shall have occurred
and be continuing on the date of such deposit or, insofar as Sections
5.1(5) and 5.1(6) are concerned, at any time during the period ending on
the 91st day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until the expiration of such
period);

(d) In the case of an election under Section 14.2, the
Company shall have delivered to the Trustee an Opinion of Counsel by
recognized counsel who is not an employee of the Company stating that (i)
the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (ii) since the date of execution of
this Indenture, there has been a change in the applicable federal income
tax law, in either case to the effect that, and based thereon such opinion
shall confirm that, the Holders of such Outstanding Securities and any
coupons appertaining thereto will not recognize income, gain or loss for
federal income tax purposes as a result of such defeasance and will be
subject to federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such defeasance had not
occurred;

(e) In the case of an election under Section 14.3, the
Company shall have delivered to the Trustee an Opinion of Counsel by
recognized counsel who is not an employee of the Company to the effect
that the Holders of such Outstanding Securities and any coupons
appertaining thereto will not recognize income, gain or loss for federal
income tax purposes as a result of such covenant defeasance and will be
subject to federal income tax on the same amounts, in the same manner and
at the same times as would have been the case if such covenant defeasance
had not occurred;

(f) The Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance under Section 14.2 or the covenant
defeasance under Section 14.3 (as the case may be) have been complied
with; and

(g) Notwithstanding any other provisions of this Section
14.4, such defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms, conditions or
limitations which may be imposed on the Company in connection therewith
pursuant to Section 3.1.

Section 14.5 Deposited Money and Government Obligations to Be
Held in Trust; Other Miscellaneous Provisions. Subject to the provisions
of the last paragraph of Section 10.3, all money and Government
Obligations (or other property as may be provided pursuant to Section 3.1)
(including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 14.5, the
"Trustee") pursuant to Section 14.4 in respect of any Outstanding
Securities of any series and any coupons appertaining thereto shall be
held in trust and applied by the Trustee, in accordance with the provi-
sions of such Securities and any coupons appertaining thereto and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities and any coupons appertaining
thereto of all sums due and to become due thereon in respect of principal
(and premium, if any) and interest and Additional Amounts, if any, but
such money need not be segregated from other funds except to the extent
required by law.

Unless otherwise specified with respect to any Security pursuant
to Section 3.1, if, after a deposit referred to in Section 14.4(a) has
been made, (a) the Holder of a Security in respect of which such deposit
was made is entitled to, and does, elect pursuant to Section 3.12(b) or
the terms of such Security to receive payment in a currency or currency
unit other than that in which the deposit pursuant to Section 14.4(a) has
been made in respect of such Security, or (b) a Conversion Event occurs as
contemplated in Section 3.12(d) or 3.12(e) or by the terms of any Security
in respect of which the deposit pursuant to Section 14.4(a) has been made,
the indebtedness represented by such Security and any coupons appertaining
thereto shall be deemed to have been, and will be, fully discharged and
satisfied through the payment of the principal of (and premium, if any)
and interest, if any, on such Security as the same becomes due out of the
proceeds yielded by converting (from time to time as specified below in
the case of any such election) the amount or other property deposited in
respect of such Security into the currency or currency unit in which such
Security becomes payable as a result of such election or Conversion Event
based on the applicable Market Exchange Rate for such currency or currency
unit in effect on the second Business Day prior to each payment date,
except, with respect to a Conversion Event, for such currency or currency
unit in effect (as nearly as feasible) at the time of the Conversion
Event.

The Company shall pay and indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against the Government
Obligations deposited pursuant to Section 14.4 or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of such Outstanding
Securities and any coupons appertaining thereto.

Anything in this Article XIV to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or Government Obligations (or other property and
any proceeds therefrom) held by it as provided in Section 14.4 which, in
the opinion of a nationally recognized firm of independent public
accountants expressed in a written certification thereof delivered to the
Trustee, are in excess of the amount thereof which would then be required
to be deposited to effect a defeasance or covenant defeasance, as
applicable, in accordance with this Article XIV.

* * * * *

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

SNAP-ON INCORPORATED

[SEAL] By /s/ Donald S. Huml
Name: Donald S. Huml
Title: Senior Vice President

Attest:

/s/ Susan F. Marrinan
Title: Secretary
FIRSTAR TRUST COMPANY
Trustee

[SEAL] By /s/ Eugene R. Lee
Name: Eugene R. Lee
Title: Vice President
Attest:

/s/ Yvonne Sirra
Title: Assistant Secretary

STATE OF WISCONSIN )
) SS:
COUNTY OF KENOSHA )

On the 29th day of September, 1995, before me personally came
David S. Huml, to me known, who, being by me duly sworn, did depose and
say that [such person] resides at Lake Forest, Illinois, that [such
person] is Senior Vice President of Snap-on Incorporated, one of the
corporations described in and which executed the foregoing instrument;
that [such person] knows the seal of said corporation; that the seal
affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and that [such
person] signed his or her name thereto by like authority.

[Notarial Seal]

/s/ Sharyn L. Warren-Dorue
Notary Public
COMMISSION EXPIRES 5/5/1998

STATE OF WISCONSIN )
) SS:
COUNTY OF MILWAUKEE )

On the 21st day of September, 1995, before me personally came
Eugene R. Lee, to me known, who, being by me duly sworn, did depose and
say that [such person] resides at Milwaukee, Wisconsin, that [such person]
is Vice President of Firstar Trust Company, one of the corporations
described in and which executed the foregoing instrument; that [such
person] knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by authority of
the Board of Directors of said corporation, and that [such person] signed
his or her name thereto by like authority.

[Notarial Seal]

/s/ F. J. Gingrasso
Notary Public
COMMISSION EXPIRES 6/23/1996

<PAGE>
EXHIBIT A

FORMS OF CERTIFICATION

EXHIBIT A-1
FORM OF CERTIFICATE TO BE GIVEN BY PERSON ENTITLED
TO RECEIVE BEARER SECURITY OR TO OBTAIN INTEREST

PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

[Insert title or sufficient descriptions of Securities to be delivered]

This is to certify that, as of the date hereof, and except as
set forth below, the above-captioned Securities held by you for our
account (i) are owned by person(s) that are not citizens or residents of
the United States, domestic partnerships, domestic corporations or any
estate or trust the income of which is subject to United States federal
income taxation regardless of its source ("United States person(s)"), (ii)
are owned by United States person(s) that are (a) foreign branches of
United States financial institutions (financial institutions, as defined
in United States Treasury Regulations Section 2.165-12(c)(1)(v) are herein
referred to as "financial institutions") purchasing for their own account
or for resale, or (b) United States person(s) who acquired the Securities
through foreign branches of United States financial institutions and who
hold the Securities through such United States financial institutions on
the date hereof (and in either case (a) or (b), each such United States
financial institution hereby agrees, on its own behalf or through its
agent, that you may advise Snap-on Incorporated or its agent that such
financial institution will comply with the requirements of Section
165(j)(3)(A), (B) or (C) of the United States Internal Revenue Code of
1986, as amended, and the regulations thereunder), or (iii) are owned by
United States or foreign financial institution(s) for purposes of resale
during the restricted period (as defined in United States Treasury
Regulations Section 1.l63-5(c)(2)(i)(D)(7)), and, in addition, if the
owner is a United States or foreign financial institution described in
clause (iii) above (whether or not also described in clause (i) or (ii)),
this is to further certify that such financial institution has not
acquired the Securities for purposes of resale directly or indirectly to a
United States person or to a person within the United States or its
possessions.

As used herein, "United States" means the United States of
America (including the States and the District of Columbia); and its
"possessions" include Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands.

We undertake to advise you promptly by tested telex on or prior
to the date on which you intend to submit your certification relating to
the above-captioned Securities held by you for our account in accordance
with your Operating Procedures if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may
be assumed that this certification applies as of such date.

This certificate excepts and does not relate to [U.S.$]
of such interest in the above-captioned Securities in respect
of which we are not able to certify and as to which we understand an
exchange for an interest in a Permanent Global Security or an exchange for
and delivery of definitive Securities (or, if relevant, collection of any
interest) cannot be made until we do so certify.

We understand that this certificate may be required in
connection with certain tax legislation in the United States. If
administrative or legal proceedings are commenced or threatened in
connection with which this certificate is or would be relevant, we
irrevocably authorize you to produce this certificate or a copy thereof to
any interested party in such proceedings.

Dated: , 19

[To be dated no earlier than the 15th day prior
to (i) the Exchange Date or (ii) the relevant
Interest Payment Date occurring prior to the
Exchange Date, as applicable]

[Name of Person Making Certification]

(Authorized Signatory)
Name:
Title:

<PAGE>
EXHIBIT A-2

FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CEDEL S.A. IN CONNECTION WITH THE EXCHANGE OF
A PORTION OF A TEMPORARY GLOBAL SECURITY OR TO
OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

[Insert title or sufficient description of Securities to be delivered]

This is to certify that, based solely on written certifications
that we have received in writing, by tested telex or by electronic
transmission from each of the persons appearing in our records as persons
entitled to a portion of the principal amount set forth below (our "Member
Organizations") substantially in the form attached hereto, as of the date
hereof, [U.S.$] principal amount of the above-captioned
Securities (i) is owned by person(s) that are not citizens or residents of
the United States, domestic partnerships, domestic corporations or any
estate or trust the income of which is subject to United States Federal
income taxation regardless of its source ("United States person(s)"), (ii)
is owned by United States person(s) that are (a) foreign branches of
United States financial institutions (financial institutions, as defined
in U.S. Treasury Regulations Section 1.165-12(c)(1)(v) are herein referred
to as "financial institutions') purchasing for their own account or for
resale, or (b) United States person(s) who acquired the Securities through
foreign branches of United States financial institutions and who hold the
Securities through such United States financial institutions on the date
hereof (and in either case (a) or (b), each such financial institution has
agreed, on its own behalf or through its agent, that we may advise Snap-on
Incorporated or its agent that such financial institution will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal
Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) is owned by United States or foreign financial institution(s) for
purposes of resale during the restricted period (as defined in United
States Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, to the
further effect, that financial institutions described in clause (iii)
above (whether or not also described in clause (i) or (ii)) have certified
that they have not acquired the Securities for purposes of resale directly
or indirectly to a United States person or to a person within the United
States or its possessions.

We further certify that (i) we are not making available herewith
for exchange (or, if relevant, collection of any interest) any portion of
the temporary global Security representing the above-captioned Securities
excepted in the above-referenced certificates of Member Organizations and
(ii) as of the date hereof we have not received any notification from any
of our Member Organizations to the effect that the statements made by such
Member Organizations with respect to any portion of the part submitted
herewith for exchange (or, if relevant, collection of any interest) are no
longer true and cannot be relied upon as of the date hereof.

We understand that this certification is required in connection
with certain tax legislation in the United States. If administrative or
legal proceedings are commenced or threatened in connection with which
this certificate is or would be relevant, we irrevocably authorize you to
produce this certificate or a copy thereof to any interested party in such
proceedings.

Dated: , 19

[To be dated no earlier than the Exchange Date
or the relevant Interest Payment Date occurring
prior to the Exchange Date, as applicable]

[Morgan Guaranty Trust Company of
New York, Brussels Office,] as
Operator of the Euroclear System
[Cedel S.A.]

SNAP-ON INCORPORATED

OFFICERS' CERTIFICATE

Dated as of September 28, 1995

____________________

Setting Forth the Terms of a Series of Securities

6-5/8% Notes due October 1, 2005

____________________

Pursuant to the Indenture

Dated as of September 15, 1995

<PAGE>
OFFICERS' CERTIFICATE

The undersigned, the Senior Vice President-Finance and Chief
Financial Officer, and the Vice President, Secretary and General Counsel
of Snap-on Incorporated, a Delaware corporation (the "Company"), hereby
certify as provided below pursuant to Section 3.1 of the Indenture dated
as of September 15, 1995 (the "Indenture") between the Company and Firstar
Trust Company (the "Trustee"). This Officer's Certificate is delivered,
pursuant to authority granted to the undersigned by resolutions adopted by
the Board of Directors of the Company, for the purpose of creating and
setting forth the terms of a series of Securities to be issued pursuant to
the Indenture. Capitalized terms not otherwise defined herein are used as
defined in the Indenture.

1. The Board of Directors of the Company has authorized the
creation by the Company of the series of Securities described below
pursuant to this Officers' Certificate and in accordance with the
Indenture;

2. The title of the Securities shall be "6-5/8% Notes due
October 1, 2005" (herein called the "Notes");

3. The aggregate principal amount of Notes which may be
authenticated and delivered under the Indenture is limited to $100,000,000
(except for Notes authenticated and delivered upon registration of
transfer of, or in exchange for, or in lieu of, other Notes as pursuant to
Section 3.4, 3.5, 3.6, 9.6, 11.7 or 13.5 of the Indenture);

4. The principal of the Notes shall be payable on October 1,
2005;

5. The Notes shall bear interest at the rate of 6-5/8% per
annum; such interest shall accrue from October 3, 1995 (or from the most
recent Interest Payment Date to which interest has been paid or provided
for); the Interest Payment Dates on which such interest shall be payable
shall be April 1 and October 1 in each year, commencing April 1, 1996; and
the Regular Record Dates for the determination of Holders to whom interest
is payable shall be the March 15 or September 15 next preceding each
Interest Payment Date;

6. The principal of and interest on the Notes shall be payable
at the Corporate Trust Office in Milwaukee, Wisconsin. All payments of
principal and interest in respect of Notes in book-entry form shall be
payable in immediately available funds.

7. The Notes shall not be redeemable prior to maturity, shall
not be subject to any sinking fund, and will not be redeemable at the
option of a Holder.

8. Defeasance under Section 14.2 and covenant defeasance under
Section 14.3 of the Indenture shall be applicable to the Notes.

9. The Notes shall initially be issued in whole in the form of
one or more global Securities. The Depository Trust Company, a clearing
agency registered under the Securities Exchange Act of 1934, as amended,
shall serve as the Depositary for such global Security or Securities. For
so long as The Depository Trust Company shall be the Depositary, all Notes
shall be registered in its name or in the name of a nominee thereof.
While the Notes are evidenced by one or more global Securities, the
Depositary or its nominee, as the case may be, shall be the sole Holder
thereof for all purposes under the Indenture. Neither the Company nor the
Trustee shall have any responsibility or the obligation to the
Depositary's participants or the beneficial owners for whom they act with
respect to their receipt from the Depositary of payments on the Notes or
notices given under the Indenture. The global Security or Securities
provided for hereunder shall bear the legends provided for below and such
other legend or legends as may be required by the Depositary.

10. The form of the Notes shall be substantially as follows:

[FORM OF 6-5/8% NOTE DUE OCTOBER 1, 2005]

[Form of face of Note]

SNAP-ON INCORPORATED

6-5/8% Note due October 1, 2005

No. $____________
CUSIP No. 833034 AA 9

This Security is a Security in global form within the meaning of
the Indenture hereinafter referred to and is registered in the name of a
Depository or a nominee of a Depository or a successor Depository. This
Security is not exchangeable for Securities registered in the name of a
person other than the Depository or its nominee except in the limited
circumstances described in the Indenture and no transfer of this Security
(other than a transfer of this Security as a whole by the Depository to a
nominee of the Depository or by a nominee of the Depository to the De-
pository or another nominee of the Depository or by the Depository or any
such nominee to a successor Depository or a nominee of such successor De-
pository) may be registered except in the limited circumstances described
in the Indenture.

Unless this Security is presented by an authorized representa-
tive of the Depository Trust Company (55 Water Street, New York, New York)
("DTC") to the issuer or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative
of DTC and any payment is made to Cede & Co. or such other entity as is
requested by an authorized representative of DTC, ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

<PAGE>

SNAP-ON INCORPORATED

SNAP-ON INCORPORATED, a Delaware corporation (herein referred to
as the "Company," which term includes any successor corporation under the
Indenture hereinafter referred to), for value received, hereby promises to
pay to _________________, the principal sum of_____________________
($____________) on October 1, 2005.

The Company will pay interest on the principal amount of this
Security semi-annually at the rate of 6-5/8% per annum, until the
principal hereof is paid or made available for payment. Interest Payment
Dates are on April 1 and October 1 in each year, commencing April 1, 1996,
and Regular Record Dates are March 15 and September 15, respectively,
immediately preceding such April 1 and October 1.

REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS SECURITY SET
FORTH IN SECTIONS 1 THROUGH 16 BELOW, WHICH WILL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH AT THIS PLACE.

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

Dated:

SNAP-ON INCORPORATED

By:

(SEAL) Attest:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

FIRSTAR TRUST COMPANY, as Trustee, certifies
that this is one of the Securities referred to in the
within-mentioned Indenture.

Authorized Signatory

[Form of Reverse Side of Note]

SNAP-ON INCORPORATED
6-5/8% Note due October 1, 2005

1. Interest. The Company promises to pay interest on the
principal amount of this Security at the rate per annum set forth above.
The Company will pay interest semi-annually on April 1 and October 1 of
each year. Interest on this Security will accrue from the most recent
date to which interest has been paid or, if no interest has been paid,
from the date of issuance; provided that the first interest payment date
shall be April 1, 1996. The Company shall pay interest on overdue princi-
pal at the rate borne by this Security and it shall pay interest on
overdue installments of interest (without regard to any applicable grace
periods) at the same rate to the extent lawful. Interest will be comput-
ed on the basis of a 360-day year of twelve 30-day months.

2. Method of Payment. The Company will pay interest on the
Securities of this series (except defaulted interest) to the Persons who
are registered holders of such Securities ("Holders") at the close of
business on the Regular Record Dates. The Regular Record Dates are March
15 and September 15 of each year. Holders of Securities must surrender
them to a Paying Agent to collect principal payments. The Company will
pay principal and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts. The
Company, at its option, may pay principal and interest by check payable in
such money or by wire transfer. It may mail an interest check to a
Holder's registered address or wire transfer interest payments to the
account of a Holder indicated on the Security Register. If a payment date
is not a Business Day at a Place of Payment, payment may be made at that
place on the next succeeding Business Day, and no interest on the amount
payable on such payment date shall accrue for the intervening period.

3. Paying Agent and Registrar. Initially, Firstar Trust
Company, a Wisconsin state banking association (the "Trustee," which term
shall include any successor trustee under the Indenture hereinafter re-
ferred to), will act as Paying Agent and Registrar. The Company may
appoint and change any Paying Agent, Registrar or co-registrar without
notice to any Holder. The Company or any of its Subsidiaries may act as
Paying Agent, Registrar or co-registrar.

4. Indenture. The Company issued the Securities of this
series under an Indenture dated as of September 15, 1995, (as it may be
amended from time to time in accordance with the terms thereof, the
"Indenture") between the Company and the Trustee. The terms of the
Securities include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S.
Code Section Section 77aaa-77bbbb) as in effect on the date of the
Indenture (the "Act"). The Securities are subject to all such terms, and
Holders are referred to the Indenture and the Act for a statement of such
terms.

5. Redemption. The Securities of this series may not be
redeemed prior to Maturity.

6. Denominations, Transfer, Exchange. The Securities of this
series are in registered form, without coupons, in denominations of $1,000
and in integral multiples of $1,000. A Holder may transfer or exchange
Securities as provided in the Indenture. The Registrar may require a
Holder, among other things, to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or
permitted by the Indenture.

7. Persons Deemed Owners. The registered Holder of a Security
may be treated as its owner for all purposes.

8. Amendments and Waivers. Subject to certain exceptions, the
Indenture or the Securities of this series may be amended with the consent
of the Holders of a majority in principal amount of the then outstanding
Securities of such series, and any existing default with respect to any
series (except a payment default) may be waived with the consent of the
Holders of a majority in principal amount of the then outstanding
Securities. Without the consent of any Holder of this series, the Inden-
ture or the Securities with respect to such series may be amended in
certain circumstances as provided in the Indenture.

9. Defeasance. The Indenture contains provisions that apply
to the Securities of this series for defeasance at any time of (a) the
entire indebtedness of the Company on the Securities of this series and
(b) certain restrictive covenants and the related acceleration of payment
provisions with respect to the Securities of this series, upon compliance
by the Company with certain conditions set forth therein.

10. Restrictive Covenants. The Indenture imposes certain
limitations on the incurrence of Secured Debt by the Company or any of its
Restricted Subsidiaries, the transfer of Principal Property by the Company
or any of its Restricted Subsidiaries and Sale and Leaseback Transactions
by the Company or any of its Restricted Subsidiaries.

11. Defaults and Remedies. Under the Indenture, Events of
Default with respect to any series of the Securities include: default in
payment of any installment of interest on any Security of that series for
30 days; default in payment of all or any part of the principal of (or
premium, if any, on) any Security of that series; failure by the Company
to comply with any of its other agreements in the Indenture or in the
Securities (for 60 days after notice); certain defaults under and
accelerations of other Indebtedness; certain final judgments which remain
undischarged; and certain events of bankruptcy or insolvency. If an Event
of Default with respect to any series occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Securities of that series may declare all the Securities of
that series to be due and payable as provided in the Indenture, except
that in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Securities become due and
payable immediately without further action or notice. Holders may not
enforce the Indenture or the Securities except as provided in the Inden-
ture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Securities. Subject to certain limita-
tions, Holders of a majority in principal amount of the then outstanding
Securities may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders notice of any continuing default
(except a default in payment of principal (or premium, if any), interest
or any Additional Amounts) if it determines that withholding notice is in
their interests. The Company must furnish an annual compliance
certificate to the Trustee.

12. Trustee Dealings with Company. Subject to certain limi-
tations imposed by the Act, the Trustee under the Indenture, in its
individual or any other capacity, may become the owner or pledgee of Secu-
rities, and may otherwise deal with the Company or its Affiliates, as if
it were not Trustee.

13. No Recourse Against Others. A director, officer, employee
or stockholder, as such, of the Company shall not have any liability for
any obligations of the Company under the Securities or the Indenture or
for any claim based on, in respect of or by reason of such obligations or
their creation. Each Holder by accepting a Security waives and releases
all such liability. The waiver and release are part of the consideration
for the issue of the Securities.

14. Authentication. This Security shall not be valid until
authenticated by the manual signature of an authorized signatory of the
Trustee or an authenticating agent.

15. Abbreviations. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right
of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).

16. Copies of Indenture. The Company will furnish to any
Holder upon written request and without charge a copy of the Indenture.
Requests may be made to:

Snap-on Incorporated
10801 Corporate Drive
Kenosha, Wisconsin 53143
Attention: General Counsel

ASSIGNMENT FORM

To assign this Security, fill in the form below: I or we assign
and transfer this Security to

(Insert assignee's soc. sec. or tax I.D. no.)

(Print or type assignee's name, address and zip code)

and irrevocably appoint _________________________ agent to transfer this
Security on the books of the Company. The agent may substitute another to
act for him.

Date: Your signature:

(Sign exactly as your name appears on the
face of this Security)

Signature Guarantee:
Member firm of the New York Stock Exchange
or commercial bank or trust company having
an office in the United States

<PAGE>
SCHEDULE OF EXCHANGES FOR DEFINITIVE SECURITIES

The following exchanges of a part of this Global Security for
Definitive Securities have been made:

Principal
Amount of Amount of Amount of
decrease increase this Global
in Principal in Principal Security Signature of
Amount of Amount of following authorized
Date of this Global this Global such decrease officer of
Exchange Security Security (or increase) Trustee

* * *

IN WITNESS WHEREOF, we have set our hands and the corporate seal
of the Company as of the day and year first above written.

SNAP-ON INCORPORATED

By /s/ Donald S. Huml
Donald S. Huml
Senior Vice President-Finance
and Chief Executive Officer

(CORPORATE SEAL)
By /s/ Susan F. Marrinan
Susan F. Marrinan
Vice President, Secretary and
General Counsel

EXHIBIT 12

<TABLE>
SNAP-ON INCORPORATED
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES
(In thousands, except ratios)
<CAPTION>

Twenty Six
Year Ended December 31, Weeks Ended

July 2, July 1,
1994 1993 1992 1991 1990 1994 1995

<S> <C> <C> <C> <C> <C> <C> <C>
Income From Continuing 157,895 146,933 115,675 123,867 163,065 86,667 91,796
Operations

Add:

Fixed Charges 10,806 11,198 5,969 5,357 7,176 6,052 5,077
------- ------- ------- ------- ------- ------ ------

Earnings, as Adjusted 168,701 158,131 121,644 129,224 170,241 92,719 96,873

Fixed Charges:

Interest Expense 10,806 11,198 5,969 5,250 6,762 6,052 5,077

Interest Capitalized -- -- -- 107 414 -- --

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

Total Fixed Charges 10,806 11,198 5,969 5,357 7,176 6,052 5,077

Ratio of Earnings to Fixed 15.6 14.1 20.4 24.1 23.7 15.3 19.1
Charges

</TABLE>