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<SEC-DOCUMENT>0000950103-01-500521.txt : 20010402
<SEC-HEADER>0000950103-01-500521.hdr.sgml : 20010402
ACCESSION NUMBER:		0000950103-01-500521
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		6
REFERENCES 429:			333-40122
FILED AS OF DATE:		20010330

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			MASCO CORP /DE/
		CENTRAL INDEX KEY:			0000062996
		STANDARD INDUSTRIAL CLASSIFICATION:	HEATING EQUIP, EXCEPT ELEC & WARM AIR & PLUMBING FIXTURES [3430]
		IRS NUMBER:				381794485
		FISCAL YEAR END:			0405

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		
		SEC FILE NUMBER:	333-58034
		FILM NUMBER:		1588197

	BUSINESS ADDRESS:	
		STREET 1:		21001 VAN BORN RD
		CITY:			TAYLOR
		STATE:			MI
		ZIP:			48180
		BUSINESS PHONE:		3132747400

	MAIL ADDRESS:	
		STREET 1:		21001 VAN BORN ROAD
		CITY:			TAYLOR
		STATE:			MI
		ZIP:			48180

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MASCO SCREW PRODUCTS CO
		DATE OF NAME CHANGE:	19731025
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>s3.txt
<TEXT>



     As filed with the Securities and Exchange Commission on March 30, 2001

                                                          Registration No. 333-
===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                               MASCO CORPORATION
             (Exact name of registrant as specified in its charter)

            Delaware                                    38-1794485
 (State or other jurisdiction of             (IRS Employer Identification No.)
         incorporation)

           21001 Van Born Road, Taylor, Michigan 48180 (313) 274-7400
  (Address, including zip code, and telephone number, including area code, of
                   Registrant's principal executive offices)

                                John R. Leekley
                   Senior Vice President and General Counsel
                               Masco Corporation
                              21001 Van Born Road
                             Taylor, Michigan 48180
                                 (313) 274-7405
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

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

                          Copies of communications to:
                                John M. Brandow
                             Davis Polk & Wardwell
                              450 Lexington Avenue
                            New York, New York 10017
                                 (212)450-4000

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

     Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.

     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ] ____________________

     If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, as amended (the "Securities Act"), other than securities offered only
in connection with dividend or interest reinvestment plans, check the following
box. [ ] ____________________

     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
registration statement for the same offering. [ ] ___________________

     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ___________________

     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ] ____________________

<TABLE>
                                            CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
   Title of each class of                              Proposed maximum       Proposed maximum
      securities to be             Amount to be         offering price           aggregate             Amount of
        registered(1)             registered(2)           per unit(3)        offering price(4)     registration fee
- ---------------------------------------------------------------------------------------------------------------------
<S>                               <C>                         <C>              <C>                     <C>
Debt Securities,
Common Stock (par value
$1.00 per share) and related
Preferred Stock Purchase          $1,300,000,000              --               $1,300,000,000          $325,000
Rights
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


(1)  This Registration Statement also covers such indeterminate number of
     shares of Common Stock of the Registrant and accompanying Preferred Stock
     Purchase Rights, if any (i) as shall be issuable or deliverable upon
     conversion of any Debt Securities registered hereby which are convertible
     into such Common Stock and (ii) as may be required for delivery upon
     conversion of any such convertible Debt Securities as a result of
     anti-dilution provisions thereof.

(2)  In no event will the aggregate initial offering price of the Debt
     Securities, Common Stock and related Preferred Stock Purchase Rights
     issuable upon exercise of the Preferred Stock Purchase Rights exceed
     $1,300,000,000 or the equivalent thereof in one or more foreign currencies
     or composite currencies.

(3)  Not specified as to each class of securities to be registered, pursuant to
     General Instruction II.D. of Form S-3 under the Securities Act of 1933.
     The proposed maximum offering price per unit will be determined from time
     to time by the Registrant in connection with, and at the time of, the
     issuance by the Registrant of the securities registered hereunder.

(4)  Estimated solely for the purpose of calculating the registration fee.
     Excludes an aggregate of $700,000,000 of unsold securities previously
     registered pursuant to Registration Statement No. 333-40122, which are
     covered by the Prospectus included in this Registration Statement.

     The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

     Pursuant to Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, the Prospectus included as part of this Registration
Statement will be used in connection with the offer and sale of Securities of
the Registrant with a proposed maximum offering price of $700,000,000
previously registered under the Registrant's Registration Statement on Form S-3
bearing Registration No. 333-40122, in respect of which Registrant paid filing
fees aggregating $184,800.


                                       2
<PAGE>


The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.



                  Subject To Completion. Dated March 30, 2001


                                 $2,000,000,000


                               MASCO CORPORATION


                                Debt Securities
                                  Common Stock
                                 ($1 Par Value)

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

     We may offer and issue debt securities and shares of our common stock from
time to time. This prospectus describes the general terms of these securities
and the general manner in which we will offer them. We will provide the
specific terms of these securities in supplements to this prospectus. The
prospectus supplements will also describe the specific manner in which we will
offer these securities.

     Our common stock is listed on the New York Stock Exchange under the symbol
"MAS." On March 29, 2001, the closing price of our common stock was $23.10 per
share.

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

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities, or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

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

     We may offer these securities in amounts, at prices and on terms
determined at the time of offering. We may sell the securities directly to you,
through agents we select, or through underwriters and dealers we select. If we
use agents, underwriters or dealers to sell these securities, we will name them
and describe their compensation in a prospectus supplement.

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



                The date of this prospectus is __________, 2001.


<PAGE>


                               Table of Contents

Caption                                                                    Page
- -------                                                                    ----

About This Prospectus........................................................2
Special Note Regarding Forward-Looking Statements............................2
Masco Corporation............................................................3
Use Of Proceeds..............................................................3
Ratio Of Earnings To Fixed Charges...........................................3
Description Of Debt Securities...............................................3
Description Of Capital Stock................................................11
Plan Of Distribution........................................................12
Legal Opinions..............................................................13
Experts.....................................................................13
Where You Can Find More Information.........................................13


                             ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, referred to as the SEC in this prospectus,
utilizing a shelf registration process. Under this shelf process, we may issue,
from time to time, up to $2,000,000,000 of debt securities and shares of our
common stock. Each time we issue debt securities or common stock under the
registration statement we will provide a prospectus supplement that will
contain specific information about the terms of that offering. The prospectus
supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement
together with the additional information described under the heading "Where You
Can Find More Information."


               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     We are engaged in the manufacture, sale and installation of home
improvement and building products, with emphasis on brand name products and
services holding leadership positions in their markets. Our products are sold
to the home improvement and home construction markets through mass
merchandisers, home centers, hardware stores, wholesalers and other outlets for
consumers and contractors.

     Factors that affect our results of operations include the levels of home
improvement and residential construction activity principally in the U.S. and
Europe, cost management, fluctuations in the principal European currencies, the
increasing importance of home centers as distributors of home improvement and
building products and our ability to maintain our leadership positions in our
markets in the face of increasing global competition. Additional factors that
may significantly affect our performance are discussed in "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
which is contained in our Annual Report on Form 10-K that is on file with the
SEC.

     In this prospectus and in the documents we incorporate by reference, we
state our views about our future performance. These views, which constitute
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995, involve risks and uncertainties that are difficult to predict and may
cause our actual results to differ materially from the results discussed in
such forward-looking statements.

     You should rely only on the information contained in this prospectus, in
the accompanying prospectus supplement and in material we file with the SEC. We
have not authorized anyone to provide you with information that is different.

     We are offering to sell, and seeking offers to buy, the securities
described in this prospectus only where offers and sales are permitted. Since
information that we file with the SEC in the future


                                       2
<PAGE>


will automatically update and supersede information contained in this
prospectus or any accompanying prospectus supplement, you should not assume
that the information contained in this prospectus or in any prospectus
supplement is accurate as of any date other than the date on the front of the
document.


                               MASCO CORPORATION

     Masco Corporation manufactures, sells and installs home improvement and
building products, with emphasis on brand name products and services holding
leadership positions in their markets. Masco is among the largest manufacturers
in North America of brand name consumer products designed for the home
improvement and home building industries. Our business segments are: cabinets
and related products; plumbing products; decorative architectural products;
insulation installation and other services; and other specialty products. More
than 80% of Masco's sales are generated by operations in North America,
primarily the United States. International operations, primarily in Europe,
comprise the balance.

     Our executive offices are located at 21001 Van Born Road, Taylor, Michigan
48180. Our telephone number is (313) 274-7400 and our website address is
http://www.masco.com. Except as the context otherwise indicates, the terms
"Masco," "we," "us," and "our" refer to Masco Corporation.


                                USE OF PROCEEDS

     We expect to use substantially all of the net proceeds from sales of the
securities described in this prospectus for our general corporate purposes,
which may include making additions to our working capital, repaying
indebtedness, financing acquisitions and investments in new or existing lines
of business. We will describe our intended use of the proceeds from a
particular offering of securities in the related prospectus supplement. Funds
not required immediately for any of the previously listed purposes may be
invested in marketable securities.


                       RATIO OF EARNINGS TO FIXED CHARGES

     Our ratios of earnings to fixed charges were as follows:

                                Year Ended December 31,
                      ----------------------------------------
                      2000     1999     1998     1997     1996
                      ----     ----     ----     ----     ----
                      4.9      7.0      7.6      7.5      7.2

     We calculated these ratios by dividing earnings before income taxes,
extraordinary income and fixed charges by our fixed charges. We included in the
ratios the earnings and fixed charges of Masco and its consolidated
subsidiaries and the dividends received from 50% or less owned companies less
our equity in their undistributed earnings. Fixed charges consist of interest,
amortization of debt expense and the portion of rentals for real and personal
properties which we deem representative of the interest factor.


                         DESCRIPTION OF DEBT SECURITIES

Debt May Be Senior or Subordinated

     We may issue senior or subordinated debt securities. The senior debt
securities will constitute part of our senior debt, will be issued under our
Senior Debt Indenture, as defined below, and will rank on a parity with all of
our other unsecured and unsubordinated debt. The subordinated debt securities
will be issued under our Subordinated Debt Indenture, as defined below, and
will be subordinate and junior in right of payment, as set forth in the
Subordinated Debt Indenture, to all of our "senior indebtedness," which is
defined in our Subordinated Debt Indenture. If this prospectus is being
delivered in connection with a series of subordinated debt securities, the
accompanying prospectus supplement or the information we incorporate in this
prospectus by reference will indicate the approximate amount of senior
indebtedness outstanding as of the end of the most recent fiscal quarter. We
refer to our Senior Debt Indenture and our Subordinated Debt Indenture
individually as an "indenture" and collectively as the "indentures."

     We have summarized below the material provisions of the indentures and the
debt securities, or


                                       3
<PAGE>


indicated which material provisions will be described in the related prospectus
supplement. These descriptions are only summaries, and each investor should
refer to the applicable indenture, which describes completely the terms and
definitions summarized below and contains additional information regarding the
debt securities.

     Any reference to particular sections or defined terms of the applicable
indenture in any statement under this heading qualifies the entire statement
and incorporates by reference the applicable section or definition into that
statement. The indentures are substantially identical, except for the
provisions relating to our negative pledge and limitations on sales and
leasebacks, which are included in the Senior Debt Indenture only, and to
subordination.

     We may issue debt securities from time to time in one or more series. The
debt securities may be denominated and payable in U.S. dollars or foreign
currencies. We may also issue debt securities, from time to time, with the
principal amount or interest payable on any relevant payment date to be
determined by reference to one or more currency exchange rates, securities or
baskets of securities, commodity prices or indices. Holders of these types of
debt securities will receive payments of principal or interest that depend upon
the value of the applicable currency, security or basket of securities,
commodity or index on the relevant payment dates. As a result, you may receive
a payment of principal on any principal payment date, or a payment of interest
on any interest payment date, that is greater than or less than the amount of
principal or interest otherwise payable on such dates, depending upon the value
on such dates of the applicable currency, security or basket of securities,
commodity or index. Information as to the methods for determining the amount of
principal or interest payable on any date, the currencies, securities or
baskets of securities, commodities or indices to which the amount payable on
such date is linked and any additional United States federal income tax
considerations will be set forth in the applicable prospectus supplement.

     Debt securities may bear interest at a fixed rate, which may be zero, or a
floating rate. Debt securities bearing no interest or interest at a rate that
at the time of issuance is below the prevailing market rate may be sold at a
discount below their stated principal amount.

     We may, without the consent of the existing holders of any series of debt
securities, issue additional debt securities having the same terms so that the
existing debt securities and the new debt securities form a single series under
the indenture.

Terms Specified in Prospectus Supplement

     The prospectus supplement will contain, where applicable, the following
terms of and other information relating to any offered debt securities:

o    classification as senior or subordinated debt securities and the specific
     designation of such securities;
o    aggregate principal amount and purchase price;
o    currency in which the debt securities are denominated and/or in which
     principal, and premium, if any, and/or interest, if any, is payable;
o    minimum denominations;
o    date of maturity;
o    the interest rate or rates or the method by which a calculation agent will
     determine the interest rate or rates, if any;
o    the interest payment dates, if any;
o    any repayment, redemption, prepayment or sinking fund provisions,
     including any redemption notice provisions;
o    whether we will issue the debt securities in definitive form or in the
     form of one or more global securities;
o    the terms on which holders of the debt securities may convert or exchange
     these securities into our common stock or other securities of Masco or
     other entities;
o    information as to the methods for determining the amount of principal or
     interest payable on any date and/or the currencies, securities or baskets
     of securities, commodities or indices to which the amount payable on that
     date is linked;
o    any special United States federal income tax consequences applicable to
     the debt securities being issued; and
o    any other specific terms of the debt securities, including any additional
     events of default or covenants, and any terms required by or advisable
     under applicable laws or regulations.

Registration and Transfer of Debt Securities

     You may present debt securities for exchange and transfer in the manner,
at the places and subject to the restrictions set forth in the applicable
indenture. We will provide you those services free of charge, although you may
have to pay any tax or other governmental charge payable in connection with any
exchange or transfer, as set forth in the applicable indenture.


                                       4
<PAGE>


     If any of the debt securities are held in global form, the procedures for
transfer of interests in those securities will depend upon the procedures of
the depositary for those global securities. See "Global Securities."

Defeasance

     Defeasance means we may terminate most of our obligations under the
applicable indenture with respect to such series, including our obligations to
comply with the restrictive covenants described in this prospectus, on the
terms and subject to the conditions contained in the indentures, by depositing
in trust with the appropriate trustee money or obligations of the United States
sufficient to pay the principal of, premium, if any, and interest on the debt
securities of such series. We must deliver to the trustee an opinion of counsel
to the effect that the deposit and related defeasance would not cause the
holders of the debt securities to recognize income, gain or loss for United
States federal income tax purposes. We must also deliver a ruling to such
effect received from or published by the United States Internal Revenue Service
if we are discharged from our obligations with respect to debt securities.

Indentures

     Debt securities that will be senior debt will be issued under an Indenture
dated as of February 12, 2001 between Masco and Bank One Trust Company,
National Association, as trustee. We call that indenture, as further
supplemented from time to time, the Senior Debt Indenture. Debt securities that
will be subordinated debt will be issued under an Indenture between Masco
Corporation and The Bank of New York, as trustee. We call that indenture, as
further supplemented from time to time, the Subordinated Debt Indenture. We
refer to Bank One Trust Company and The Bank of New York individually as a
"trustee" and collectively as the "trustees."

Subordination Provisions

     There are contractual provisions in the Subordinated Debt Indenture that
may prohibit us from making payments on our subordinated debt securities.
Subordinated debt securities are subordinate and junior in right of payment, to
the extent and in the manner stated in the Subordinated Debt Indenture, to all
of our senior indebtedness.

     The Subordinated Debt Indenture defines senior indebtedness generally as
obligations of, or guaranteed or assumed by, Masco for borrowed money or
evidenced by bonds, notes or debentures or other similar instruments or
incurred in connection with the acquisition of property, and amendments,
renewals, extensions, modifications and refundings of any of that indebtedness
or of those obligations. The subordinated debt securities and any other
obligations specifically designated as being subordinate in right of payment to
senior indebtedness are not senior indebtedness as defined under the
Subordinated Debt Indenture.

     The Subordinated Debt Indenture provides that, unless all principal of and
any premium or interest on the senior indebtedness has been paid in full, or
provision has been made to make those payments in full, no payment of principal
of, or any premium or interest on, any subordinated debt securities may be made
in the event:

o    of any insolvency or bankruptcy proceedings, or any receivership,
     liquidation, reorganization or other similar proceedings involving us or a
     substantial part of our property;
o    a default has occurred in the payment of principal, any premium, interest
     or other monetary amounts due and payable on any senior indebtedness, and
     that default has not been cured or waived or has not ceased to exist;
o    there has occurred any other event of default with respect to senior
     indebtedness that permits the holder or holders of the senior indebtedness
     to accelerate the maturity of the senior indebtedness, and that event of
     default has not been cured or waived or has not ceased to exist; or
o    that the principal of and accrued interest on any subordinated debt
     securities have been declared due and payable upon an event of default as
     defined under the Subordinated Debt Indenture and that declaration has not
     been rescinded and annulled as provided under the Subordinated Debt
     Indenture.

Covenants Restricting Pledges, Mergers and Other Significant Corporate Actions

     In the following discussion, we use a number of capitalized terms which
have special meanings under the indentures. We provide definitions of these
terms under "Definitions" below.

     Negative Pledge. Section 10.04 of the Senior Debt Indenture provides that
so long as any of the senior debt securities remains outstanding, we will not,
nor will we permit any Consolidated Subsidiary to, issue, assume or guarantee
any Debt if such Debt is secured by a mortgage upon any Principal Property or
upon any shares of stock or indebtedness of any Consolidated Subsidiary which
owns or leases any


                                       5
<PAGE>


Principal Property, whether such Principal Property is owned on the date of the
Senior Debt Indenture or is thereafter acquired, without in any such case
effectively providing that the senior debt securities shall be secured equally
and ratably with such Debt, except that the foregoing restrictions shall not
apply to:

o    mortgages on property, shares of stock or indebtedness of any corporation
     existing at the time such corporation becomes a Consolidated Subsidiary;
o    mortgages on property existing at the time of acquisition thereof, or to
     secure Debt incurred for the purpose of financing all or any part of the
     purchase price of such property, or to secure any Debt incurred prior to
     or within 120 days after the later of the acquisition, completion of
     construction or improvement or the commencement of commercial operation of
     such property, which Debt is incurred for the purpose of financing all or
     any part of the purchase price thereof or construction or improvements
     thereon;
o    mortgages securing Debt owing by any Consolidated Subsidiary to the
     Company or another Consolidated Subsidiary;
o    mortgages on property of a corporation existing at the time such
     corporation is merged or consolidated with us or a Consolidated Subsidiary
     or at the time of a sale, lease or other disposition of the properties of
     the corporation or firm as an entirety or substantially as an entirety to
     us or a Consolidated Subsidiary, provided that no such mortgage shall
     extend to any other Principal Property of the Company or any Consolidated
     Subsidiary or any shares of capital stock or any indebtedness of any
     Consolidated Subsidiary which owns or leases a Principal Property;
o    mortgages on our property or a Consolidated Subsidiary's property in favor
     of the United States of America, any State thereof, or any other country,
     or any political subdivision of any thereof, to secure payments pursuant
     to any contract or statute, including Debt of the pollution control or
     industrial revenue bond type, or to secure any indebtedness incurred for
     the purpose of financing all or any part of the purchase price or the cost
     of construction of the property subject to such mortgages; or
o    one or more extensions, renewals or replacements, in whole or in part, of
     mortgages existing at the date of the Senior Debt Indenture or any
     mortgage referred to in the preceding five bullet points as long as those
     extensions, renewals or replacements do not increase the amount of Debt
     secured by the mortgage or cover any additional property.

     Notwithstanding the above, we may, and may permit, any Consolidated
Subsidiary to issue, assume or guarantee secured Debt which would otherwise be
subject to the foregoing restrictions, provided that after giving effect
thereto the total of the aggregate amount of such Debt then outstanding,
excluding secured Debt permitted under the foregoing exceptions, and the
aggregate amount of Attributable Debt in respect of sale and lease-back
arrangements at such time, does not exceed 5% of Consolidated Net Tangible
Assets, determined as of a date not more than 90 days prior thereto. The
Subordinated Debt Indenture does not include negative pledge provisions.

     Limitation on Sales and Leasebacks. Under the Senior Debt Indenture, we
and our Consolidated Subsidiaries are not allowed to enter into any sale and
leaseback arrangement involving a Principal Property which has a term of more
than three years, except for sale and leaseback arrangements between us and a
Consolidated Subsidiary or between Consolidated Subsidiaries, unless:

o    we or the Consolidated Subsidiary could incur Debt secured by a mortgage
     on that Principal Property at least equal to the amount of Attributable
     Debt resulting from that sale and leaseback transaction without having to
     equally and ratably secure the senior debt securities in the manner
     described above under "Negative Pledge" or
o    we apply an amount equal to the greater of the net proceeds of the sale of
     the Principal Property or the fair market value of the Principal Property
     within 120 days of the effective date of the sale and leaseback
     arrangement to the retirement of our or a Consolidated Subsidiary's Funded
     Debt, including the senior debt securities.

     However, we cannot satisfy the second test by retiring:

o    Funded Debt that we were otherwise obligated to repay within the 120-day
     period,
o    Funded Debt owned by us or by a Consolidated Subsidiary or
o    Funded Debt that is subordinated in right of payment to the senior debt
     securities.

     The Subordinated Debt Indenture does not include any limitations on sales
and leasebacks.


                                       6
<PAGE>


     Consolidation, Merger or Sale of Assets. The Senior Debt Indenture
provides that we will not consolidate or merge with or into any other
corporation and will not sell or convey our property as an entirety, or
substantially as an entirety, to another corporation if, as a result of such
action, any Principal Property would become subject to a mortgage, unless
either:

o    such mortgage could be created pursuant to Section 10.04 of the Senior
     Debt Indenture without equally and ratably securing the senior debt
     securities or
o    the senior debt securities shall be secured prior to the Debt secured by
     such mortgage.

     Each of the indentures provides that we may consolidate or merge or sell
all or substantially all of our assets if:

o    we are the continuing corporation or if we are not the continuing
     corporation, such continuing corporation is organized and existing under
     the laws of the United States of America or any state thereof or the
     District of Columbia and assumes by supplemental indenture the due and
     punctual payment of the principal of, and the premium, if any, and
     interest on the debt securities and the due and punctual performance and
     observance of all of the covenants and conditions of the applicable
     Indenture to be performed by us and
o    we are not, or such continuing corporation is not, in default in the
     performance of any such covenant or condition immediately after such
     merger, consolidation or sale of assets.

Definitions

     "Attributable Debt" in respect of a sale and leaseback arrangement is
defined in the Senior Debt Indenture to mean, at the time of determination, the
lesser of:

o    the fair value of the property, as determined by our board of directors,
     subject to such arrangement or
o    the present value, discounted at the rate per annum equal to the interest
     borne by fixed rate senior debt securities or the yield to maturity at the
     time of issuance of any Original Issue Discount Securities determined on a
     weighted average basis, of the total obligations of the lessee for rental
     payments during the remaining term of the lease included in such
     arrangement, including any period for which such lease has been extended
     or may, at the option of the lessor, be extended, or until the earliest
     date on which the lessee may terminate such lease upon payment of a
     penalty, in which case the rental payment shall include such penalty,
     after excluding all amounts required to be paid on account of maintenance
     and repairs, insurance, taxes, assessments, water and utility rates and
     similar charges;

provided, however, that there shall not be deemed to be any Attributable Debt
in respect of a sale and leaseback arrangement if:

o    such arrangement does not involve a Principal Property,
o    we or a Consolidated Subsidiary would be entitled pursuant to the
     provisions of Section 10.04(a) of the Senior Debt Indenture to issue,
     assume or guarantee Debt secured by a mortgage upon the property involved
     in such arrangement without equally and ratably securing the senior debt
     securities, or
o    the greater of the net proceeds of such arrangement or the fair market
     value of the property so leased has been applied to the retirement, other
     than any mandatory retirement or by way of payment at maturity, of our
     Funded Debt or any Consolidated Subsidiary's Funded Debt, other than
     Funded Debt owed by us or any Consolidated Subsidiary and other than
     Funded Debt which is subordinated in payment of principal or interest to
     the senior debt securities.

     "Consolidated Net Tangible Assets" is defined in the Senior Debt Indenture
as the aggregate amount of our assets less applicable reserves and the
aggregate amount of assets less applicable reserves of the Consolidated
Subsidiaries after deducting therefrom:

o    all current liabilities, excluding any such liabilities deemed to be
     Funded Debt,
o    all goodwill, trade names, trademarks, patents, unamortized debt discount
     and expense and other like intangibles and
o    all investments in any Subsidiary other than a Consolidated Subsidiary, in
     all cases computed in accordance with the generally accepted accounting
     principles and which under generally accepted accounting principles would
     appear on a consolidated balance sheet of Masco and its Consolidated
     Subsidiaries.

     "Consolidated Subsidiary" is defined in the Senior Debt Indenture to mean
each Subsidiary other than any Subsidiary the accounts of which:


                                       7
<PAGE>


o    are not required by generally accepted accounting principles to be
     consolidated with our accounts for financial reporting purposes,
o    were not consolidated with our accounts in our then most recent annual
     report to stockholders and
o    are not intended by us to be consolidated with our accounts in our next
     annual report to stockholders;

provided, however, that the term "Consolidated Subsidiary" shall not include:

o    any Subsidiary which is principally engaged in
     o    owning, leasing, dealing in or developing real property, or
     o    purchasing or financing accounts receivable, making loans, extending
          credit or other activities of a character conducted by a finance
          company, or
o    any Subsidiary, substantially all of the business, properties or assets of
     which were acquired after the date of the Senior Debt Indenture whether by
     way of merger, consolidation, purchase or otherwise,

unless in each case our board of directors thereafter designates such
Subsidiary a Consolidated Subsidiary for the purposes of the Senior Debt
Indenture.

     "Debt" is defined in the Senior Debt Indenture to mean any indebtedness
for money borrowed and any Funded Debt.

     "Funded Debt" is defined in the Senior Debt Indenture to mean indebtedness
maturing more than 12 months from the date of the determination thereof or
having a maturity of less than 12 months but renewable or extendible at the
option of the borrower beyond 12 months from the date of such determination:

o    for money borrowed or
o    incurred in connection with the acquisition of property, to the extent
     that indebtedness in connection with acquisitions is represented by any
     notes, bonds, debentures or similar evidences of indebtedness, for which
     we or any Consolidated Subsidiary is directly or contingently liable or
     which is secured by our property or the property of a Consolidated
     Subsidiary.

     "Mortgage" is defined in the Senior Debt Indenture to mean a mortgage,
security interest, pledge, lien or other encumbrance.

     "Original Issue Discount Security" is defined in both indentures to mean
any debt 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.

     "Principal Property" is defined in the Senior Debt Indenture to mean any
manufacturing plant or research or engineering facility located within the
United States of America or Puerto Rico owned or leased by us or any
Consolidated Subsidiary unless, in the opinion of our board of directors, such
plant or facility is not of material importance to the total business conducted
by us and our Consolidated Subsidiaries as an entirety.

     "Subsidiary" is defined in both indentures to mean any corporation of
which at least a majority of the outstanding stock having voting power under
ordinary circumstances to elect a majority of the board of directors of said
corporation shall at the time be owned by us, or by us and one or more
Subsidiaries, or by one or more Subsidiaries.

Events of Default, Waiver and Notice

     The indentures provide that the following events will be events of default
with respect to the debt securities of a series:

o    we default in the payment of any interest on the debt securities of that
     series for more than 30 days,
o    we default in the payment of any principal or premium on the debt
     securities of that series on the date that payment was due,
o    we breach any of the other covenants applicable to that series of debt
     securities and that breach continues for more than 90 days after we
     receive notice from the trustee or the holders of at least 25% of the
     aggregate principal amount of debt securities of that series or
o    we become bankrupt or insolvent.

     The trustee or the holders of 25% of the aggregate principal amount of
debt securities of a series may declare all of the debt securities of that
series to be due and payable immediately if an event of default with respect to
a payment occurs. The trustee or the holders of 25% of the aggregate principal
amount of debt securities of each affected series voting as one class may
declare all of the debt securities of each affected series due and payable
immediately if an event of default with respect to a breach of a covenant
occurs. The trustee or the holders of 25% of the aggregate principal amount of
debt securities


                                       8
<PAGE>


outstanding under the indenture voting as one class may declare all of the debt
securities outstanding under the indenture due and payable immediately if a
bankruptcy event of default occurs. The holders of a majority of the aggregate
principal amount of the debt securities of the applicable series or number of
series described in this paragraph may annul a declaration or waive a past
default except for a continuing payment default. If any of the affected debt
securities are Original Issue Discount Securities, by principal amount we mean
the amount that the holders would be entitled to receive by the terms of that
debt security if the debt security were declared immediately due and payable.

     The holders of a majority in principal amount of the debt securities of
any or all series affected and then outstanding shall have the right to direct
the time, method and place of conducting any proceeding for any remedy
available to the applicable trustee under the indentures. Notwithstanding the
foregoing, a trustee shall have the right to decline to follow any such
direction if such trustee is advised by counsel that the action so directed may
not lawfully be taken or if such trustee determines that such action would be
unjustly prejudicial to the holders not taking part in such direction or would
involve such trustee in personal liability.

     Each indenture requires that we file a certificate each year with the
applicable trustee stating that there are no defaults under the indenture. Each
indenture permits the applicable trustee to withhold notice to holders of debt
securities of any default other than a payment default if the trustee considers
it in the best interests of the holders.

Modification of Indentures

     We can enter into a supplemental indenture with the applicable trustee to
modify any provision of the applicable indenture or any series of debt
securities without obtaining the consent of the holders of any debt securities
if the modification does not adversely affect the holders in any material
respect. In addition, we can generally enter into a supplemental indenture with
the applicable trustee to modify any provision of the indenture or any series
of debt securities if we obtain the consent of the holders of a majority of the
aggregate principal amount of debt securities of each affected series voting as
one class. However, we need the consent of each affected holder in order to:

o    change the date on which any payment of principal or interest on the debt
     security is due,
o    reduce the amount of any principal, interest or premium due on any debt
     security,
o    change the currency or location of any payment,
o    impair the right of any holder to bring suit for any payment after its due
     date or
o    reduce the percentage in principal amount of debt securities required to
     consent to any modification or waiver of any provision of the indenture or
     the debt securities.

Concerning the Trustees

     Each trustee is a depository for funds of, makes loans to and performs
other services for us from time to time in the normal course of business.

Form of Debt Securities

     Each debt security will be represented either by a certificate issued in
definitive form to a particular investor or by one or more global securities
representing the entire issuance of securities. Certificated securities in
definitive form and global securities will be issued in registered form.
Definitive securities name you or your nominee as the owner of the security
and, in order to transfer or exchange these securities or to receive payments
other than interest or other interim payments, you or your nominee must
physically deliver the securities to the trustee, registrar, paying agent or
other agent, as applicable. Global securities name a depositary or its nominee
as the owner of the debt securities represented by the global securities. The
depositary maintains a computerized system that will reflect each investor's
beneficial ownership of the securities through an account maintained by the
investor with its broker/dealer, bank, trust company or other representative,
as we explain more fully below under "Global Securities."

Global Securities

     We may issue the debt securities of any series in the form of one or more
fully registered global securities that will be deposited with a depositary or
with a nominee for a depositary identified in the prospectus supplement
relating to such series and registered in the name of the depositary or its
nominee. In that case, one or more global securities will be issued in a
denomination or aggregate denominations equal to the portion of the aggregate
principal or face amount of outstanding registered securities of the series to
be represented by such global securities. Unless and until the depositary
exchanges a global security in whole for securities in definitive registered
form, the global security may not be transferred except as a whole by the
depositary to a


                                       9
<PAGE>


nominee of the depositary or by a nominee of the depositary to the depositary
or another nominee of the depositary or by the depositary or any of its
nominees to a successor of the depositary or a nominee of such successor.

     If not described below, any specific terms of the depositary arrangement
with respect to any portion of a series of securities to be represented by a
global security will be described in the prospectus supplement relating to such
series. We anticipate that the following provisions will apply to all
depositary arrangements.

     Ownership of beneficial interests in a global security will be limited to
persons that have accounts with the depositary for such global security
("participants") or persons that may hold interests through participants. Upon
the issuance of a global security, the depositary for such global security will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal or face amounts of the securities
represented by such global security beneficially owned by such participants.
The accounts to be credited shall be designated by any dealers, underwriters or
agents participating in the distribution of such securities. Ownership of
beneficial interests in such global security will be shown on, and the transfer
of such ownership interests will be effected only through, records maintained
by the depositary for such global security, with respect to interests of
participants, and on the records of participants, with respect to interests of
persons holding through participants. The laws of some states may require that
some purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to own,
transfer or pledge beneficial interests in global securities. So long as the
depositary for a global security, or its nominee, is the registered owner of
such global security, such depositary or such nominee, as the case may be, will
be considered the sole owner or holder of the debt securities represented by
such global security for all purposes under the indentures. Except as set forth
below, owners of beneficial interests in a global security will not be entitled
to have the securities represented by such global security registered in their
names, will not receive or be entitled to receive physical delivery of such
securities in definitive form and will not be considered the owners or holders
thereof under the indentures. Accordingly, each person owning a beneficial
interest in a global security must rely on the procedures of the depositary for
such global security and, if such person is not a participant, on the
procedures of the participant through which such person owns its interest, to
exercise any rights of a holder under either indenture. We understand that
under existing industry practices, if we request any action of holders or if an
owner of a beneficial interest in a global security desires to give or take any
action which a holder is entitled to give or take under either indenture, the
depositary for such global security would authorize the participants holding
the relevant beneficial interests to give or take such action, and such
participants would authorize beneficial owners owning through such participants
to give or take such action or would otherwise act upon the instructions of
beneficial owners holding through them.

     Principal, premium, if any, and interest payments on debt securities
represented by a global security registered in the name of a depositary or its
nominee will be made to such depositary or its nominee, as the case may be, as
the registered owner of such global security. We and the trustees or any of our
or their agents will not have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests in such global security or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.

     We expect that the depositary for any debt securities represented by a
global security, upon receipt of any payment of principal, premium, interest or
other distribution of underlying securities or commodities to holders in
respect of such global security, will immediately credit participants' accounts
in amounts proportionate to their respective beneficial interests in such
global security as shown on the records of such depositary. We also expect that
payments by participants to owners of beneficial interests in such global
security held through such participants will be governed by standing customer
instructions and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such participants.

     If the depositary for any debt securities represented by a global security
is at any time unwilling or unable to continue as depositary or ceases to be a
clearing agency registered under the Securities Exchange Act of 1934, and we do
not appoint a successor depositary registered as a clearing agency under the
Exchange Act within 90 days, we will issue such debt securities in definitive
form in exchange for such global security. In addition, we may at any time and
in our sole discretion determine not to have any of the debt securities of a
series represented by one or


                                      10
<PAGE>


more global securities and, in such event, will issue debt securities of such
series in definitive form in exchange for all of the global security or
securities representing such debt securities. Any securities issued in
definitive form in exchange for a global security will be registered in such
name or names as the depositary shall instruct the relevant Trustee. We expect
that such instructions will be based upon directions received by the depositary
from participants with respect to ownership of beneficial interests in such
global security.


                          DESCRIPTION OF CAPITAL STOCK

     The following description of the material terms of our capital stock is
based on the provisions of our amended and restated certificate of
incorporation. For more information as to how you can obtain a current copy of
our certificate of incorporation, see "Where You Can Find More Information."

     Our amended and restated certificate of incorporation authorizes the
issuance of one million shares of preferred stock, par value $1.00 per share
and 900 million shares of common stock, par value $1.00 per share.

Preferred Stock

     We may issue preferred stock from time to time in one or more series,
without stockholder approval. Subject to limitations prescribed by law, our
board of directors is authorized to determine the voting powers, if any,
designations and powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, for each series of preferred stock that
may be issued and to fix the number of shares of each such series. There were
no shares of preferred stock outstanding as of December 31, 2000.

Common Stock

     Subject to the rights of the holders of any preferred stock of Masco then
outstanding, holders of common stock are entitled to one vote per share on
matters to be voted on by our stockholders and to receive dividends, if any,
when declared from time to time by our board of directors in its discretion out
of legally available funds. Upon any liquidation or dissolution of the Company,
holders of common stock are entitled to receive pro rata all assets remaining
after payment of all liabilities and liquidation of any shares of any preferred
stock at the time outstanding. Holders of common stock have no preemptive or
other subscription rights, and there are no conversion rights or redemption or
sinking fund provisions with respect to common stock. As of December 31, 2000,
there were approximately 444,750,000 shares of our common stock outstanding and
approximately 22,193,000 shares reserved for issuance upon exercise of
outstanding stock options. All of our outstanding common stock is fully paid
and non-assessable and all of the shares of common stock that may be offered
with this prospectus will be fully paid and non-assessable.

Stockholder Rights Agreement

     On December 6, 1995 we entered into a stockholder rights agreement which
was amended September 23, 1998. The material provisions of that rights
agreement are summarized below. However, since the terms of our rights
agreement are complex, this summary may not contain all of the information that
is important to you. For more information, you should obtain a copy of the
agreement, which is filed as an exhibit with the SEC. See "Where You Can Find
More Information" for information on how to obtain a copy.

     Our rights agreement currently provides that each share of our outstanding
common stock has one-half of one right to purchase one one-thousandth of a
share of preferred stock. The purchase price per one one-thousandth of a share
of preferred stock under the stockholder rights agreement is $100.

     Initially, the rights under our rights agreement are attached to
outstanding certificates representing our common stock but will be represented
by separate certificates on the day someone acquires at least 15% of our common
stock, or approximately 10 days after someone commences a tender offer for at
least 15% of our outstanding common stock.

     After the rights separate from our common stock, certificates representing
the rights will be mailed to record holders of the common stock. Once
distributed, the rights certificates alone will represent the rights. All
shares of our common stock issued prior to the date the rights separate from
the common stock have been and will be issued with the rights attached. The
rights will expire on December 6, 2005 unless earlier redeemed or exchanged by
us.

     If an acquiring person obtains or has the right to obtain at least 15% of
our common stock and none of the events described in the next paragraph have
occurred, then each right will entitle the holder to


                                      11
<PAGE>


purchase for $100 a number of shares of our common stock having a then current
market value of $200.

     If an acquiring person obtains or has the right to obtain at least 15% of
our common stock, then each right will entitle the holder to purchase for $100
a number of shares of common stock of the acquiring person having a then
current market value of $200 if any of the following occurs:

o    we merge into another entity;
o    an acquiring entity merges into us; or
o    we sell more than 50% of our assets or earning power.

     Under our rights agreement, any rights that are or were owned by an
acquiring person of more than 15% of our outstanding common stock will be null
and void.

     Our rights agreement contains exchange provisions which provide that after
an acquiring person obtains 15% or more, but less than 50%, of our outstanding
common stock, our board of directors may, at its option, exchange all or part
of the then outstanding and exercisable rights for shares of our common stock,
at an exchange ratio of two shares of common stock per right.

     Our board of directors may, at its option, redeem all of the outstanding
rights at a redemption price of $0.01 per right, subject to adjustment, prior
to the earlier of (1) the time that an acquiring person obtains 15% or more of
our outstanding common stock, or (2) the final expiration date of the rights
agreement. The ability to exercise the rights will terminate upon the action of
our board of directors ordering the redemption of the rights and the only right
of the holders of the rights will be to receive the redemption price.

     Holders of rights will have no rights as Masco stockholders, such as the
right to vote or receive dividends, simply by virtue of holding the rights. The
rights agreement includes anti-dilution provisions designed to prevent efforts
to diminish the effectiveness of the rights.

     For so long as the rights are redeemable, we may amend the rights
agreement in any respect. At any time when the rights are no longer redeemable,
we may amend the rights in any respect that does not adversely affect the
holders of rights, other than the types of acquiring persons we described
earlier in this section and their affiliates, that does not cause the rights
agreement to become amendable in any other way or does not cause the rights to
again become redeemable.

     Our rights agreement contains provisions that have anti-takeover effects.
The rights may cause substantial dilution to a person or group that attempts to
acquire us without conditioning the offer on a substantial number of rights
being acquired, redeemed or declared invalid. Accordingly, the existence of the
rights may deter acquirors from making takeover proposals or tender offers.
However, the rights are not intended to prevent a takeover, but rather are
designed to enhance the ability of our board of directors to negotiate with an
acquiror on behalf of all of the stockholders. In addition, the rights should
not interfere with a proxy contest.

     The transfer agent and registrar for our common stock is The Bank of New
York, New York, New York.


                              PLAN OF DISTRIBUTION

     We may sell the securities being offered by this prospectus in four ways:

o    directly to purchasers;
o    through agents;
o    through underwriters; and
o    through dealers.

     We may directly solicit offers to purchase securities, or we may designate
agents to solicit such offers. We will, in the prospectus supplement relating
to such offering, name any agent that could be viewed as an underwriter under
the Securities Act of 1933 and describe any commissions we must pay. Any such
agent will be acting on a best efforts basis for the period of its appointment
or, if indicated in the applicable prospectus supplement, on a firm commitment
basis. Agents, dealers and underwriters may be customers of, engage in
transactions with, or perform services for us in the ordinary course of
business.

     If any underwriters are utilized in the sale of the securities in respect
of which this prospectus is delivered, we will enter into an underwriting
agreement with them at the time of sale to them and we will set forth in the
prospectus supplement relating to such offering their names and the terms of
our agreement with them.

     If a dealer is utilized in the sale of the securities in respect of which
the prospectus is delivered, we will


                                      12
<PAGE>


sell such securities to the dealer, as principal. The dealer may then resell
such securities to the public at varying prices to be determined by such dealer
at the time of resale.

     Remarketing firms, agents, underwriters and dealers may be entitled under
agreements which they may enter into with us to indemnification by us against
some types of civil liabilities, including liabilities under the Securities Act
of 1933, and may be customers of, engage in transactions with or perform
services for us in the ordinary course of business.

     If we so indicate in the prospectus supplement, we will authorize agents,
underwriters or dealers to solicit offers by the types of purchasers specified
in the prospectus supplement to purchase offered securities from us at the
public offering price set forth in the prospectus supplement pursuant to
delayed delivery contracts providing for payment and delivery on a specified
date in the future. Such contracts will be subject to only those conditions set
forth in the prospectus supplement, and the prospectus supplement will set
forth the commission payable for solicitation of such offers.

     Any underwriter, agent or dealer utilized in the initial offering of
securities will not confirm sales to accounts over which it exercises
discretionary authority without the prior specific written approval of its
customer.


                                 LEGAL OPINIONS

     The legality of the securities in respect of which this prospectus is
being delivered will be passed on for us by John R. Leekley, Senior Vice
President and General Counsel of Masco, and for the underwriters, if any, by
Davis Polk & Wardwell, 450 Lexington Avenue, New York, New York 10017. Mr.
Leekley is a Masco stockholder and a holder of options to purchase shares of
our common stock. Davis Polk & Wardwell performs legal services from time to
time for us and some of our related companies.


                                    EXPERTS

     The financial statements incorporated in this prospectus by reference to
the Annual Report on Form 10-K of Masco Corporation for the year ended December
31, 2000, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.


                      WHERE YOU CAN FIND MORE INFORMATION

     We have filed this prospectus as part of a registration statement on Form
S-3 with the SEC. The registration statement contains exhibits and other
information that are not contained in this prospectus. In particular, the
registration statement includes as exhibits copies of the forms of our senior
and subordinated indentures. Our descriptions in this prospectus of the
provisions of documents filed as exhibits to the registration statement or
otherwise filed with the SEC are only summaries of the documents' material
terms. If you want a complete description of the content of the documents, you
should obtain the documents by following the procedures described in the
paragraph below.

     We file annual, quarterly and special reports and other information with
the SEC. You may read and copy any document we file at the SEC's Public
Reference Room located at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. You may also read our SEC filings, including the complete
registration statement and all of the exhibits to it, through the SEC's web
site at http://www.sec.gov.

     The SEC allows us to "incorporate by reference" much of the information we
file with them, which means that we can disclose important information to you
by referring you directly to those publicly available documents. The
information incorporated


                                      13
<PAGE>


by reference is considered to be part of this prospectus. In addition,
information we file with the SEC in the future will automatically update and
supersede information contained in this prospectus and the accompanying
prospectus supplement.

     We incorporate by reference the documents listed below and any future
filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act until we sell all of the securities we are offering with this
prospectus:

o    Our Annual Report on Form 10-K for the year ended December 31, 2000.
o    The description of our common stock contained in the amendment on Form 8
     dated May 22, 1991 to our registration statement on Form 8-A and the
     description of our preferred stock purchase rights contained in the
     amendment on Form 8-A12B/A dated March 18, 1999 to our registration
     statement on Form 8-A.

     You may obtain free copies of any of these documents by writing or
telephoning us at 21001 Van Born Road, Taylor, Michigan, 48180, Attention:
Samuel Cypert, (313) 274-7400, or by visiting our web site at
http://www.masco.com. However, the information on our website is not a part of
this prospectus.


                                      14
<PAGE>


                                    PART II.


                    INFORMATION NOT REQUIRED IN PROSPECTUS.

Item 14. Other Expenses of Issuance and Distribution.

     The following expenses will be paid by the Registrant:

Securities and Exchange Commission registration fee................$ 325,000
Legal fees and expenses............................................   45,000
Accountants' fees..................................................  100,000
Trustees' fees and expenses........................................   50,000
Printing and engraving expenses....................................   50,000
Rating agency fees.................................................  160,000
Blue Sky and legal investment fees and expenses....................    5,000
Miscellaneous......................................................   12,000
                                                                   ---------
Total..............................................................  747,000*

- ------------
* All amounts other than the Securities and Exchange Commission registration
fee are estimated.

Item 15. Indemnification of Directors and Officers.

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

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

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


<PAGE>


Item 16. Exhibits

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

Exhibit 1.1       Form of Underwriting Agreement (Debt Securities). (1)
Exhibit 1.2       Form of Underwriting Agreement (Common Stock). (1)
Exhibit 3.1       Restated Certificate of Incorporation of Masco Corporation and
                  amendments thereto.(2)
Exhibit 3.2       Bylaws of Masco Corporation, as amended.(3)
Exhibit 4.1       Rights Agreement dated as of December 6, 1995, between Masco
                  Corporation and The Bank of New York, as Rights Agent, as
                  amended by Amendment No. 1 dated as of September 23, 1998.(4)
Exhibit 4.2       Senior Debt Indenture dated as of February 12, 2001 between
                  Masco Corporation and Bank One Trust Company, National
                  Association, as Trustee.
Exhibit 4.3       Form of Subordinated Debt Indenture between Masco Corporation
                  and The Bank of New York, as Trustee.(5)
Exhibit 5         Opinion of John R. Leekley.
Exhibit 12        Statement of Computation of Ratio of Earnings to Fixed
                  Charges.(4)
Exhibit           23.1 Consent of PricewaterhouseCoopers LLP relating to the
                  consolidated financial statements and financial statement
                  schedule of Masco Corporation.
Exhibit 23.2      Consent of John R. Leekley, which is included as part of
                  Exhibit 5.
Exhibit 24        Powers of Attorney, which appear on the signature pages of
                  this Registration Statement.
Exhibit 25.1      Form T-1 Statement of Eligibility under the Trust Indenture
                  Act of 1939 of Bank One Trust Company, National Association.
Exhibit 25.2      Form T-1 Statement of Eligibility under the Trust Indenture
                  Act of 1939 of The Bank of New York.

- ---------
(1)  Incorporated herein by reference to the Exhibits filed with Masco
     Corporation's Registration Statement on Form S-3 (File No. 33-53330),
     dated October 15, 1992.

(2)  Incorporated herein by reference to the Exhibits filed with Masco
     Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30,
     1998.

(3)  Incorporated herein by reference to the Exhibits filed with Masco
     Corporation's Annual Report on Form 10-K for the year ended December 31,
     1998.

(4)  Incorporated herein by reference to the Exhibits filed with Masco
     Corporation's Annual Report on Form 10-K for the year ended December 31,
     2000.

(5)  Incorporated herein by reference to the Exhibits filed with Masco
     Corporation's Registration Statement on Form S-3 (File No. 333-40122),
     dated November 1, 2000.


Item 17. Undertakings

1. The Company hereby undertakes:

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

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

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

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

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

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

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

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

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


                                     II-3
<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Taylor, State of Michigan, on the 30th day of March,
2001.

                                           MASCO CORPORATION



                                           By: /s/ Richard G. Mosteller
                                              --------------------------------
                                               Richard G. Mosteller
                                               Senior Vice President - Finance


                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Richard A. Manoogian and Richard G. Mosteller
and each of them, as his true and lawful attorneys-in-fact and agents, each
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign (i) any and all amendments,
including post-effective amendments, to this Registration Statement and (ii) a
registration statement, and any and all amendments thereto, relating to the
offering covered hereby filed pursuant to Rule 462(b) under the Securities Act
of 1933, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or would
do in person, hereby ratifying and confirming all that each of said
attorneys-in-fact and agents or any of them or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

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


Signature                                   Title                    Date


Principal Executive Officer:


/s/ Richard A. Manoogian         Chairman and Chief Executive   March 30, 2001
- ------------------------------     Officer and Director
Richard A. Manoogian


Principal Financial Officer:


/s/ Richard G. Mosteller         Senior Vice President -        March 30, 2001
- ------------------------------     Finance
Richard G. Mosteller


Principal Accounting Officer:


/s/ Robert B. Rosowski           Vice President - Controller   March 30, 2001
- ------------------------------     and Treasurer
Robert B. Rosowski


                                     II-4
<PAGE>


/s/ Thomas G. Denomme            Director                      March 30, 2001
- ------------------------------
Thomas G. Denomme


/s/ Joseph L. Hudson, Jr.        Director                      March 30, 2001
- ------------------------------
Joseph L. Hudson, Jr.


/s/ Verne G. Istock              Director                      March 30, 2001
- ------------------------------
Verne G. Istock


/s/ Raymond F. Kennedy           President and Chief           March 30, 2001
- ------------------------------     Operating Officer
Raymond F. Kennedy                 And Director


/s/ Wayne B. Lyon                Director                      March 30, 2001
- ------------------------------
Wayne B. Lyon


/s/ John A. Morgan               Director                      March 30, 2001
- ------------------------------
John A. Morgan


/s/ Arman Simone                 Director                      March 30, 2001
- ------------------------------
Arman Simone


/s/ Peter W. Stroh               Director                      March 30, 2001
- ------------------------------
Peter W. Stroh


/s/ Mary Ann Krey Van Lokeren    Director                      March 30, 2001
- ------------------------------
Mary Ann Krey Van Lokeren


                                     II-5
<PAGE>


                                 EXHIBIT INDEX

Exhibit No.       Description

Exhibit 1.1       Form of Underwriting Agreement (Debt Securities).(1)

Exhibit 1.2       Form of Underwriting Agreement (Common Stock).(1)

Exhibit 3.1       Restated Certificate of Incorporation of Masco
                  Corporation and amendments thereto.(2)

Exhibit 3.2       Bylaws of Masco Corporation, as amended.(3)

Exhibit 4.1       Rights Agreement dated as of December 6, 1995, between
                  Masco Corporation and The Bank of New York, as Rights Agent,
                  as amended by Amendment No. 1 dated as of September 23,
                  1998.(4)

Exhibit 4.2       Senior Debt Indenture dated as of February 12, 2001 between
                  Masco Corporation and Bank One Trust Company, National
                  Association, as Trustee.

Exhibit 4.3       Form of Subordinated Debt Indenture between Masco Corporation
                  and The Bank of New York, as Trustee.(5)

Exhibit 5         Opinion of John R. Leekley.

Exhibit 12        Statement of Computation of Ratio of Earnings to Fixed
                  Charges.(4)

Exhibit 23.1      Consent of PricewaterhouseCoopers LLP relating to the
                  consolidated financial statements and financial statement
                  schedule of Masco Corporation.

Exhibit 23.2      Consent of John R. Leekley, which is included as part of
                  Exhibit 5.

Exhibit 24        Powers of Attorney, which appear on the signature pages of
                  this Registration Statement.

Exhibit 25.1      Form T-1 Statement of Eligibility under the Trust Indenture
                  Act of 1939 of Bank One Trust Company, National Association.

Exhibit 25.2      Form T-1 Statement of Eligibility under the Trust Indenture
                  Act of 1939 of The Bank of New York.

- ---------
(1)  Incorporated herein by reference to the Exhibits filed with Masco
     Corporation's Registration Statement on Form S-3 (File No. 33-53330),
     dated October 15, 1992.

(2)  Incorporated herein by reference to the Exhibits filed with Masco
     Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30,
     1998.

(3)  Incorporated herein by reference to the Exhibits filed with Masco
     Corporation's Annual Report on Form 10-K for the year ended December 31,
     1998.

(4)  Incorporated herein by reference to the Exhibits filed with Masco
     Corporation's Annual Report on Form 10-K for the year ended December 31,
     2000.

(5)  Incorporated herein by reference to the Exhibits filed with Masco
     Corporation's Registration Statement on Form S-3 (File No. 333-40122),
     dated November 1, 2000.


                                     II-6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>2
<FILENAME>ex4-2.txt
<TEXT>



                                                                    Exhibit 4.2


                               MASCO CORPORATION,

                                                                          Issuer

                                      AND

                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION

                                                                         Trustee


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


                                   Indenture

                         Dated as of February 12, 2001


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


<PAGE>



   Reconciliation and tie(1) between Trust Indenture Act of 1939, as amended,
                 and Indenture, dated as of February 12, 2001
                                    between
                           Masco Corporation, Issuer
                                      and
                      Bank One Trust Company, NA, Trustee

Trust Indenture                                                 Indenture
Act Section                                                      Section

ss. 310(a)(1).................................................. 6.09
       (a)(2).................................................. 6.09
       (a)(3).................................................. Not Applicable
       (a)(4).................................................. Not Applicable
       (b)..................................................... 6.08
       ........................................................ 6.10
ss. 311(a)..................................................... 6.13
       (b)..................................................... 6.13
       (b)(2).................................................. 7.03(a)(ii)
ss. 312(a)..................................................... 7.01
       ........................................................ 7.02(a)
       (b)..................................................... 7.02(b)
       (c)..................................................... 7.02(c)
ss. 313(a)..................................................... 7.03(a)
       (b)..................................................... 7.03(b)
       (c)..................................................... 7.03(a), 7.03(b)
       (d)..................................................... 7.03(c)
ss. 314(a)..................................................... 7.04
       (b)..................................................... Not Applicable
       (c)(1).................................................. 1.02
       (c)(2).................................................. 1.02
       (c)(3).................................................. Not Applicable
       (d)..................................................... Not Applicable
       (e)..................................................... 1.02
Ss. 315(a)..................................................... 6.01(a)(i)

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


                                       2


<PAGE>


                               TABLE OF CONTENTS
                                ---------------

                                                                            PAGE
                                                                            ----

                                   ARTICLE 1
                        DEFINITIONS AND OTHER PROVISIONS

Section 1.0.  Definitions For all purposes of this Indenture, except as
              otherwise expressly provided or unless the context
              otherwise requires:............................................  1
Section 1.02. Compliance Certificates And Opinions...........................  8
Section 1.03. Form Of Documents Delivered To Trustee.........................  9
Section 1.04. Acts Of Holders................................................  9
Section 1.05. Notices, Etc................................................... 10
Section 1.06. Notice To Holders; Waiver...................................... 11
Section 1.07. Conflict With Trust Indenture Act.............................. 11
Section 1.08. Effect Of Headings And Table Of Contents....................... 11
Section 1.09. Successors And Assigns......................................... 11
Section 1.10. Separability Clause............................................ 12
Section 1.11. Benefits Of Indenture.......................................... 12
Section 1.12. Governing Law.................................................. 12
Section 1.13. Legal Holidays................................................. 12
Section 1.14. Counterparts................................................... 12

                                   ARTICLE 2
                                 SECURITY FORMS

Section 2.01. Forms Generally................................................ 12
Section 2.02. Securities In Permanent Global Form............................ 13

                                   ARTICLE 3
                                 THE SECURITIES

Section 3.01. Amount Unlimited; Issuable In Series........................... 14
Section 3.02. Denominations.................................................. 17
Section 3.03. Execution, Authentication, Delivery And Dating................. 17
Section 3.04. Temporary Securities........................................... 20
Section 3.05. Registration, Registration Of Transfer And Exchange............ 20
Section 3.06. Mutilated, Destroyed, Lost And Stolen Securities............... 23
Section 3.07. Payment Of Interest; Interest Rights Preserved................. 24
Section 3.08. Persons Deemed Owners.......................................... 25
Section 3.09. Cancellation................................................... 25
Section 3.10. Computation Of Interest........................................ 26

                                   ARTICLE 4
                           SATISFACTION AND DISCHARGE

Section 4.01. Satisfaction And Discharge Of Indenture........................ 26
Section 4.02. Defeasance Of Securities Of Any Series......................... 27


<PAGE>


Section 4.03. Application Of Trust Funds; Indemnification.................... 29
Section 4.04. Reinstatement.................................................. 30

                                   ARTICLE 5
                                    REMEDIES

Section 5.01. Events Of Default.............................................. 30
Section 5.02. Acceleration Of Maturity; Rescission And Annulment............. 31
Section 5.03. Collection Of Indebtedness And Suits For Enforcement By
              Trustee........................................................ 32
Section 5.04. Trustee May File Proofs Of Claim............................... 33
Section 5.05. Trustee May Enforce Claims Without Possession Of
              Securities..................................................... 34
Section 5.06. Application Of Money Collected................................. 34
Section 5.07. Limitation On Suits............................................ 35
Section 5.08. Unconditional Right Of Holders To Receive Principal, Premium
              And Interest................................................... 35
Section 5.09. Restoration Of Rights And Remedies............................. 35
Section 5.10. Rights And Remedies Cumulative................................. 36
Section 5.11. Delay Or Omission Not Waiver................................... 36
Section 5.12. Control By Holders............................................. 36
Section 5.13. Waiver Of Past Defaults........................................ 36
Section 5.14. Undertaking For Costs.......................................... 37
Section 5.15. Waiver Of Usury, Stay Or Extension Law......................... 37

                                   ARTICLE 6
                                  THE TRUSTEE

Section 6.01. Certain Duties And Responsibilities............................ 38
Section 6.02. Notice Of Defaults............................................. 39
Section 6.03. Certain Rights Of Trustee...................................... 39
Section 6.04. Not Responsible For Recitals Or Issuance Of Securities......... 40
Section 6.05. May Hold Securities............................................ 40
Section 6.06. Money Held In Trust............................................ 41
Section 6.07. Compensation And Reimbursement................................. 41
Section 6.08. Disqualification; Conflicting Interest......................... 41
Section 6.09. Corporate Trustee Required; Eligibility........................ 42
Section 6.10. Resignation And Removal; Appointment Of Successor.............. 42
Section 6.11. Acceptance Of Appointment By Successor......................... 43
Section 6.12. Merger, Conversion, Consolidation Or Succession To Business.... 44
Section 6.13. Preferential Collection Of Claims.............................. 45
Section 6.14. Appointment Of Authenticating Agent............................ 45

                                   ARTICLE 7
                HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY

Section 7.01. Company To Furnish Trustee Names And Addresses Of Holders...... 47
Section 7.02. Preservation Of Information; Communications To Holders......... 47
Section 7.03. Reports By Trustee............................................. 48
Section 7.04. Reports By Company............................................. 50


                                      ii
<PAGE>


                                   ARTICLE 8
             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 8.01. Company May Consolidate, Etc................................... 50
Section 8.02. Successor Corporation To Be Substituted For Company............ 51
Section 8.03. Securities To Be Secured In Certain Events..................... 51
Section 8.04. Evidence To Be Furnished To The Trustee........................ 52

                                   ARTICLE 9
                            SUPPLEMENTAL INDENTURES

Section 9.01. Supplemental Indentures Without Consent Of Holders............. 52
Section 9.02. Supplemental Indentures With Consent Of Holders................ 53
Section 9.03. Execution Of Supplemental Indentures........................... 54
Section 9.04. Effect Of Supplemental Indentures.............................. 54
Section 9.05. Conformity With Trust Indenture Act............................ 54
Section 9.06. Reference In Securities To Supplemental Indentures............. 54

                                   ARTICLE 10
                                   COVENANTS

Section 10.01. Payment Of Principal, Premium And Interest.................... 55
Section 10.02. Maintenance Of Office Or Agency............................... 55
Section 10.03. Money For Securities Payments To Be Held In Trust............. 55
Section 10.04. Limitations On Liens.......................................... 57
Section 10.05. Limitation On Sale And Leaseback.............................. 58
Section 10.06. Defeasance Of Certain Obligations............................. 59
Section 10.07. Certificate Of Officers Of The Company. 60

                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

Section 11.01. Applicability Of Article...................................... 61
Section 11.02. Election To Redeem; Notice To Trustee......................... 61
Section 11.03. Selection By Trustee Of Securities To Be Redeemed............. 61
Section 11.04. Notice Of Redemption.......................................... 62
Section 11.05. Deposit Of Redemption Price................................... 62
Section 11.06. Securities Payable On Redemption Date......................... 63
Section 11.07. Securities Redeemed In Part................................... 63

                                  ARTICLE 12
                                 SINKING FUNDS

Section 12.01. Applicability Of Article...................................... 63
Section 12.02. Satisfaction Of Sinking Fund Payments With  Securities........ 64
Section 12.03. Redemption Of Securities For Sinking Fund..................... 64

EXHIBIT A - FORM OF SECURITIES...............................................A-1


                                      iii
<PAGE>


     INDENTURE, dated as o February 12, 2001, between MASCO CORPORATION, a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the "Company"), and BANK ONE TRUST COMPANY, NATIONAL
ASSOCIATION, a national banking association, as Trustee (herein called the
"Trustee").

                            RECITALS OF THE COMPANY

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

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

     NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1
                        DEFINITIONS AND OTHER PROVISIONS

     Section 1.01 Definitions For all purposes of this Indenture, except as
otherwise expressly provided or unless the context otherwise requires:

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

     (b) 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;

     (c) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at
the date of such computation; and

     (d) 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.

     Certain terms, used principally in Article 6, are defined in that Article.

<PAGE>


"Act," when used with respect to any Holder, has the meaning specified in
Section 1.04.

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

     "Attributable Debt" means in respect of a sale and leaseback arrangement,
at the time of determination, the lesser of (x) the fair value of the property
subject to such arrangement (as determined by the Board of Directors) or (y)
the present value (discounted at the rate per annum equal to the interest borne
by fixed-rate Securities or the Yield to Maturity at the time of issuance of
any Original Issue Discount Securities determined on a weighted average basis
compounded semi-annually) of the total obligations of the lessee for rental
payments during the remaining term of the lease included in such arrangement
(including any period for which such lease has been extended or may, at the
option of the lessor, be extended) after excluding all amounts required to be
paid on account of maintenance and repairs, insurance, taxes, assessments,
water and utility rates and similar charges. In the case of any such lease
which may be terminated by the lessee upon the payment of a penalty, such net
amount shall also include the amount of such penalty, but no rent shall be
considered as required to be paid under such lease subsequent to the first date
upon which it may be so terminated. Notwithstanding the foregoing, there shall
not be deemed to be any Attributable Debt in respect of a sale and leaseback
arrangement if (i) such arrangement involves property of a type to which
Section 10.04 does not apply, (ii) the Company or a Consolidated Subsidiary
would be entitled pursuant to the provisions of Section 10.04(a) to issue,
assume or guarantee Debt (as defined in said Section 10.04(a)), secured by a
mortgage upon the property involved in such arrangement without equally and
ratably securing the Securities, or (iii) the greater of the proceeds of such
arrangement or the fair market value of the property so leased has been applied
or credited in accordance with clause (b) of Section 10.05.

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

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

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


                                       2
<PAGE>


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

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

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

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

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

     "Consolidated Subsidiary" means each Subsidiary other than any Subsidiary
the accounts of which (i) are not required by generally accepted accounting
principles to be consolidated with those of the Company for financial reporting
purposes, (ii) were not consolidated with those of the Company in the Company's
then most recent annual report to stockholders and (iii) are not intended by
the Company to be consolidated with those of the Company in its next annual
report to stockholders; provided, however, that the term "Consolidated
Subsidiary" shall not include (a) any Subsidiary which is principally engaged
in (i) owning, leasing, dealing in or developing real property, or (ii)
purchasing or financing accounts receivable, making loans, extending credit or
other activities of a character conducted by a finance company or (b) any
Subsidiary, substantially all of the


                                       3
<PAGE>

business, properties or assets of which were acquired after [date of Indenture]
(by way of merger, consolidation, purchase or otherwise), unless the Board of
Directors thereafter designates such Subsidiary a Consolidated Subsidiary.

     "Corporate Trust Office" means the office of the Trustee in Chicago,
Illinois at which at any particular time corporate trust business shall be
principally administered. At the date of execution of this Indenture the
address of the Corporate Trust Office is Bank One Plaza, Suite IL1-0126,
Chicago, IL 60670-0126.

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

     "Defaulted Interest" has the meaning specified in Section 3.07.

     "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more permanent global
Securities, the Person designated as Depositary by the Company pursuant to
Section 3.01, which must be a clearing agency registered under the Securities
Exchange Act of 1934, as amended, and if at any time there is more than one
such Person, "Depositary" as used with respect to the Securities of any such
series shall mean the Depositary with respect to the Securities of that series.

     "Event of Default" has the meaning specified in Section 5.01.

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

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

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as
contemplated by Section 3.01.

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

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


                                       4
<PAGE>


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

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, the President or a Vice President, and by the Treasurer, an Assistant
Treasurer, 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, and who shall be acceptable to the Trustee.

     "Original Issue Discount Security" means any Security which provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 5.02.

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

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

     (ii) Securities for whose payment or redemption (a) 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 or (b) U.S. Government Obligations as contemplated by Section
4.02 in the necessary amount have been theretofore deposited with the Trustee
(or another trustee satisfying the requirements of Section 6.09) in trust for
the Holders of such Securities in accordance with Section 4.03; 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 as to which defeasance has been effected pursuant to
Section 4.02 and not reinstated pursuant to Section 4.04; and

     (iv) Securities which have been paid pursuant to Section 3.06 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, waiver or other
action hereunder as of any date (A) the principal amount of an Original Issue
Discount Security which shall be deemed to be Outstanding shall be the amount
of the principal thereof which would be due and


                                       5
<PAGE>


payable as of such date upon acceleration of the Maturity thereof to such date
pursuant to Section 5.02, (B) if, as of such date, the principal amount payable
at the Stated Maturity of a Security is not determinable, the principal amount
of such Security which shall be deemed to be Outstanding shall be the amount as
specified or determined as contemplated by Section 3.01, (C) the principal
amount of a Security denominated in one or more foreign currencies or currency
units which shall be deemed to be Outstanding shall be the U.S. dollar
equivalent, determined as of such date in the manner provided as contemplated
by Section 3.01, of the principal amount of such Security (or, in the case of a
Security described in clause (A) or (B) of this paragraph, of the amount
determined as provided in such clause), and (D) Securities owned by the Company
or any other obligor upon the Securities or any Subsidiary of the Company or of
such other obligor shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent,
waiver or other action, only Securities which a Responsible Officer of 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.

     "Partnership" means any joint venture, partnership or participation by
which the Company with one or more Persons forms a business arrangement to own
or acquire tangible personal property for the purpose of financing such
property and allocating rights to profits and liabilities for losses, and
establishing obligations, among the Company and such Persons relating to such
financing.

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

     "Periodic Offering" means an offering of Securities of a series from time
to time, the specific terms of which Securities, including, without limitation,
the rate or rates of interest, if any, thereon, the stated maturity or
maturities thereof and the redemption provisions, if any, with respect thereto,
are to be determined by the Company or its agents upon the issuance of such
Securities.

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

     "Place of Payment," when used with respect to the Securities of any
series, means the place or places where the principal of (and premium, if any)
and interest on the Securities of that series are payable as specified as
contemplated by Section 3.01.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under


                                       6
<PAGE>

Section 3.06 in exchange for or in lieu of a mutilated, destroyed, lost or
stolen Security shall be deemed to evidence the same debt as the mutilated,
destroyed, lost or stolen Security.

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

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

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

     "Regular Record Date" for the interest payable on any Interest Payment
Date on the Securities of any series means the date specified for that purpose
as contemplated by Section 3.01.

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trustee Administration Department, including any
vice president, any assistant secretary, any trust officer or assistant trust
officer, or any other officer of the Trustee customarily performing functions
similar to those performed by any of the above designated officers and also
means, with respect to a particular corporate trust matter, any other officer
to whom such matter is referred because of his knowledge of and familiarity
with the particular subject.

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

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 3.05.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 3.07.

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

     "Subsidiary" means any corporation of which at least a majority of the
outstanding stock having by the terms thereof ordinary voting power to elect a
majority of the board of directors of such corporation (excluding in the
computation of such percentage stock of any class or classes of such
corporation which has or might have voting power by reason of the happening of
any contingency) is at the time owned by the


                                       7
<PAGE>


Company, or by one or more Subsidiaries, or by the Company and one or more
Subsidiaries.

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

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

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

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

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

     Section 1.02. Compliance Certificates And Opinions.

     Unless otherwise provided herein, 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


                                       8
<PAGE>


such conditions precedent, if any, have been complied with and, unless
otherwise provided herein, no additional certificate or opinion need be
furnished.

     Every certificate or opinion, other than the Officers' Certificate called
for by Section 10.07, with respect to compliance with a condition or covenant
provided for in this Indenture shall include

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

     (b) 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;

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

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

     Section 1.03. Form Of Documents Delivered To Trustee.

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

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

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

     Section 1.04. Acts Of Holders.


                                       9
<PAGE>


     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Holders in person or by an agent duly appointed in
writing; and, except as herein otherwise expressly provided, such action shall
become effective when such instrument or instruments are delivered to the
Trustee and, where it is hereby expressly required, to the Company. If any
Securities are denominated in coin or currency other than that of the United
States, then for the purposes of determining whether the Holders of the
requisite principal amount of Securities have taken any action with respect to
the Securities of more than one series as herein described, the principal
amount of such Securities shall be deemed to be that amount of United States
dollars that could be obtained for such principal amount on the basis of the
spot rate of exchange into United States dollars for the currency in which such
Securities are denominated (as evidenced to the Trustee by an Officers'
Certificate) as of the date the taking of such action by the Holders of such
requisite principal amount is evidenced to the Trustee as provided in the
immediately preceding sentence. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Holders signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Trustee and the Company, if made in the manner
provided in this Section.

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

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

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

     Section 1.05. 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,


                                      10
<PAGE>


     (a) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Administration, or at any other address previously furnished in writing to the
Company and the Holders by the Trustee; or

     (b) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at 21001 Van Born Road, Taylor, Michigan 48180 or at any other address
previously furnished in writing to the Trustee by the Company.

     Section 1.06. Notice To Holders; Waiver.

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

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

     Section 1.07. Conflict With Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with another
provision hereof which is required to be included in this Indenture by any of
the provisions of the Trust Indenture Act, such required provision shall
control.

     Section 1.08. 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 1.09. Successors And Assigns.

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


                                      11
<PAGE>


     Section 1.10. Separability Clause.

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

     Section 1.11. Benefits Of Indenture.

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

     Section 1.12. Governing Law.

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York without regard to any
conflicts of laws principles therein.

     Section 1.13. Legal Holidays.

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then, unless otherwise specified in such Security, payment of interest or
principal (and premium, if any) need not be made at such Place of Payment on
such date, but may be made on the next succeeding Business Day at such Place of
Payment with the same force and effect as if made on the Interest Payment Date
or Redemption Date, or at the Stated Maturity, provided that no interest shall
accrue for the period from and after such Interest Payment Date, Redemption
Date or Stated Maturity, as the case may be.

     Section 1.14. Counterparts .

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

                                   ARTICLE 2
                                 SECURITY FORMS

     Section 2.01. Forms Generally.

     The Securities of each series shall be in substantially the form set forth
in Exhibit A, or in such other form as shall be established by or pursuant to a
Board Resolution or in one or more indentures supplemental hereto, in each case
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture, and may have such letters,
numbers or other marks of identification and such legends or endorsements
placed thereon as may be required to comply with any law


                                      12
<PAGE>


or any rules or regulations pursuant thereto, or with the rules of any
securities exchange or to conform to general usage, all as may consistently
herewith be determined by the officers executing such Securities, as evidenced
by their execution of the Securities. If the form of Securities of any series
is established by action taken pursuant to a Board Resolution, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee at or prior to
the delivery of the Company Order contemplated by Section 3.03 for the
authentication and delivery of such Securities.

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

     Section 2.02. Securities In Permanent Global Form.

     If the Company shall establish pursuant to Section 3.01 that the
Securities of a series are to be issued in whole or in part in permanent global
form, then notwithstanding Section 3.01(g) and the provisions of Section 3.02,
any such Security shall represent such of the Outstanding Securities of such
series as shall be specified therein and may provide


<PAGE>



that it shall represent the aggregate amount of Outstanding Securities from
time to time endorsed thereon and that the aggregate amount of Outstanding
Securities represented thereby may from time to time be reduced or increased to
reflect exchanges. Any endorsement of a Security in permanent 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 or the Security
Registrar in such manner and upon instructions given by such Person or Persons
as shall be specified in such Security in permanent global form or in the
Company Order to be delivered to the Trustee pursuant to Section 3.03 or .
Subject to the provisions of Section 3.03 and, if applicable, Section 3.04, the
Trustee or the Security Registrar shall deliver and redeliver any Security in
permanent global form in the manner and upon instructions given by the Person
or Persons specified in such Security or in the applicable Company Order. If a
Company Order pursuant to Section 3.03 or 3.04 has been, or simultaneously is,
delivered, any instructions by the Company with respect to endorsement or
delivery or redelivery of a global Security shall be in writing but need not
comply with Section 1.02 and need not be accompanied by an Officers'
Certificate or an Opinion of Counsel, provided that the form of permanent
global Security to be endorsed, delivered or redelivered has previously been
covered by an Opinion of Counsel.

     The provisions of the last sentence of Section 3.03 shall only apply to
any Security represented by a Security in permanent global form if such
Security was never issued and sold by the Company and the Company delivers to
the Trustee or the Security Registrar the Security in permanent global form
together with written instructions (which need not comply with Section 1.02 and
need not be accompanied by an Officers' Certificate or 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 3.03.


                                      13
<PAGE>


     Unless otherwise specified as contemplated by Section 3.01 for the
Securities evidenced thereby, every Security in permanent global form
authenticated and delivered hereunder shall bear a legend in substantially the
following form:

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
THE DEPOSITARY OR ITS NOMINEE AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR ITS
NOMINEE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF HAS AN INTEREST
HEREIN.

                                   ARTICLE 3
                                 THE SECURITIES

     Section 3.01. Amount Unlimited; Issuable In Series.

     The aggregate principal amount of Securities which may be authenticated
and delivered under this Indenture is unlimited. All Securities issued under
this Indenture shall constitute unsecured and unsubordinated obligations of the
Company and shall rank pari passu with all of the Company's other unsecured and
unsubordinated obligations.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 3.03,
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

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

     (b) any limit upon the aggregate principal amount of the Securities of the
series which may be authenticated and delivered under this Indenture (except
for Securities authenticated and delivered upon registration of transfer of, or
in exchange for, or in lieu of, other Securities of the series pursuant to
Section 3.04, 3.05, 3.06, 9.06 or 11.07 and except for any Securities which,
pursuant to Section 3.03 of the Indenture, shall have not been issued and sold
by the Company and are therefore deemed never to have been authenticated and
delivered hereunder);

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

     (d) the Person to whom any interest on any Security of the series shall be
payable if other than as set forth in Section 3.07; the rate or rates at which
any Securities of the series shall bear interest or the manner of calculation
of such rate or rates, if any, the date or dates from which any such interest
shall accrue, the Interest Payment Dates on


                                      14
<PAGE>


which any such interest shall be payable and the Regular Record Date for the
interest payable on any Interest Payment Date;

     (e) the place or places where the principal of and any premium or interest
on Securities of the series shall be payable; (f) the period or periods within
which, the price or prices at which and the terms and conditions upon which
Securities of the series may be redeemed, in whole or in part, at the option of
the Company and, if other than by a Board Resolution, the manner in which any
election by the Company to redeem the Securities shall be evidenced;

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

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

     (i) if other than the principal amount thereof, the portion of the
principal amount of Securities of the series which shall be payable upon
declaration of acceleration of the Maturity thereof pursuant to Section 5.02;

     (j) if applicable, that the Securities of the series, in whole or any
specified part, shall be defeasible pursuant to Section 4.02 or Section 10.06
(and in the case of defeasance pursuant to Section 10.06, the negative or
restrictive covenants that shall be subject to such defeasance) or both
Sections and if other than by a Board Resolution, the manner in which any
election by the Company to defease those securities shall be evidenced;

     (k) whether the Securities of the series are to be issuable in whole or in
part in permanent global form, without coupons, and, if so, (i) the form of any
legend or legends which shall be borne by any such permanent global Security in
addition to or in lieu of that set forth in Section 2.02, (ii) any
circumstances in addition to or in lieu of those set forth in Clause 3.05(a) in
which such permanent global Security may be exchanged in whole or in part for
Securities registered, and in which any transfer of such permanent global
Security in whole or in part may be registered, in the name of Persons other
than the Depositary for such permanent global Security or a nominee thereof and
(iii) the Depositary with respect to any such permanent global Security or
Securities;

     (l) the currency or currencies, including composite currencies, in which
payment of the principal of, and any premium and interest on, the Securities of
the series shall be payable if other than the currency of the United States of
America;

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


                                      15
<PAGE>


stated to be payable, the currency, currencies or currency units in which the
principal of or any premium or interest on such Securities as to which such
election is made shall be payable, the periods within which and the terms and
conditions upon which such election is to be made and the amount so payable (or
the manner in which such amount shall be determined);

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

     (o) if the principal amount payable at the Stated Maturity of any
Securities of the series will not be determinable as of any one or more dates
prior to the Stated Maturity, the amount which shall be deemed to be the
principal amount of such Securities as of any such date for any purpose
thereunder or hereunder, including the principal amount thereof which shall be
due and payable upon any Maturity other than the Stated Maturity or which shall
be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in
any such case, the manner in which such amount deemed to be the principal
amount shall be determined);

     (p) any addition to or change in the Events of Default which applies to
any Securities of the series and any change in the right of the Trustee or the
requisite Holders of such Securities to declare the principal amount thereof
due and payable pursuant to Section 5.01;

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

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

     (s) if the Securities of any series may be converted into or exchanged for
stock or other securities or other property of the Company or other entities,
the terms upon which such series may be converted or exchanged, any specific
terms relating to the adjustment thereof and the period during which such
Securities may be so converted or exchanged;

     (t) any addition to or change in the covenants set forth in Article 10
which applies to any Securities of the series; and (u) any other terms of the
series (which terms shall not be inconsistent with the provisions of this
Indenture, except as permitted by Section 9.01(e)).

     All Securities of any one series shall be substantially identical except
as to denomination and except as may otherwise be provided in or pursuant to
the Board Resolution referred to above and (subject to Section 3.03) set forth
in the Officers'


                                      16
<PAGE>


Certificate that established the form of the Securities of such series or in
any such indenture supplemental hereto.

     All Securities of any one series need not be issued at the same time and
may be issued from time to time, consistent with the terms of this Indenture,
if so provided in or pursuant to such Board Resolution, such Officers'
Certificate or in any such indenture supplemental hereto.

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

     Section 3.02. Denominations.

     The Securities of each series shall be issuable in registered form without
coupons and, except for any Security issuable in permanent global form, in such
denominations as shall be specified in accordance with . In the absence of such
provisions with respect to the Securities of any series, the Securities of such
series, other than a Security issuable in permanent global form, shall be
issuable in denominations of $1,000 and any multiple thereof.

     Section 3.03. Execution, Authentication, Delivery And Dating.

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

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any series executed by the
Company to the Trustee for authentication, together with the applicable
documents referred to below in this Section, and the Trustee shall thereupon
authenticate and deliver such Securities to or upon the order of the Company
(contained in the Company Order referred to below in this Section) or pursuant
to such procedures acceptable to the Trustee and to such recipients as may be
specified from time to time by a Company Order. The maturity date, original
issue date, interest rate and any other terms of the Securities of such series
shall be determined by or pursuant to such Company Order and procedures. If
provided for in such procedures, such Company Order may authorize
authentication and delivery pursuant to oral instructions from the Company or
its duly authorized agent, which instructions shall be promptly confirmed in
writing. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such


                                      17
<PAGE>


Securities, the
Trustee shall be entitled to receive (in the case of subparagraphs 3.03(ii),
3.03(iii) and 3.03(iv) below, only at or before the time of the first request
of the Company to the Trustee to authenticate Securities of such series) and
(subject to Section 6.01) shall be fully protected in relying upon, unless and
until such documents have been superseded or revoked:

          (i) a Company Order requesting such authentication and setting forth
     delivery instructions if the Securities are not to be delivered to the
     Company, provided that, with respect to Securities of a series subject to
     a Periodic Offering, (a) such Company Order may be delivered by the
     Company to the Trustee prior to the delivery to the Trustee of such
     Securities for authentication and delivery, (b) the Trustee shall
     authenticate and deliver Securities of such series for original issue from
     time to time, in an aggregate principal amount not exceeding the aggregate
     principal amount, if any, established for such series, pursuant to a
     Company Order or pursuant to procedures acceptable to the Trustee as may
     be specified from time to time by a Company Order, (c) the maturity date
     or dates, original issue date or dates, interest rate or rates and any
     other terms of Securities of such series shall be determined by a Company
     Order or pursuant to such procedures and (d) if provided for in such
     procedures, such Company Order may authorize authentication and delivery
     pursuant to oral or electronic instructions from the Company or its duly
     authorized agent or agents, which oral instructions shall be promptly
     confirmed in writing;

          (ii) any Board Resolution, Officers' Certificate and/or executed
     supplemental indenture referred to in Sections 2.01 and 3.01 by or
     pursuant to which the forms and terms of the Securities were established;

          (iii) an Officers' Certificate setting forth the form or forms and
     (to the extent established) the terms of the Securities, stating that the
     form or forms and any such terms of the Securities have been established
     pursuant to Sections 2.01 and 3.01 and comply with this Indenture, and
     covering such other matters as the Trustee may reasonably request; and

          (iv) At the option of the Company, either an Opinion of Counsel, or a
     letter addressed to the Trustee permitting to it rely on an Opinion of
     Counsel, substantially to the effect that:

               (A) the forms of the Securities have been duly authorized and
          established in conformity with the provisions of this Indenture;

               (B) if all of the terms of the Securities of such series have
          been established, the terms of the Securities have been duly
          authorized by the Company and established in conformity with the
          provisions of this Indenture, and, in the case of all other
          offerings, certain terms of the Securities have been established
          pursuant to a Board Resolution, an Officers' Certificate or a
          supplemental indenture in accordance with this Indenture, and when
          such other terms as are to be established pursuant to


                                      18
<PAGE>


          procedures set forth in a Company Order shall have been established,
          all such terms will have been duly authorized by the Company and will
          have been established in conformity with the provisions of this
          Indenture;

               (C) when the Securities have been executed by the Company and
          authenticated by the Trustee in accordance with the provisions of
          this Indenture and delivered to and duly paid for by the purchasers
          thereof, they will have been duly issued under this Indenture and
          will be valid and legally binding obligations of the Company,
          enforceable in accordance with their respective terms, and will be
          entitled to the benefits of this Indenture; and

               (D) the execution and delivery by the Company of, and the
          performance by the Company of its obligations under, the Securities
          will not contravene any provision of applicable law or the
          certificate of incorporation or by-laws of the Company or, to the
          best of such counsel's knowledge, any agreement or other instrument
          binding upon the Company or any of its subsidiaries that is material
          to the Company and its subsidiaries, considered as one enterprise,
          or, to the best of such counsel's knowledge, any judgment, order or
          decree of any governmental body, agency or court having jurisdiction
          over the Company or any subsidiary, and no consent, approval or
          authorization of any governmental body or agency is required for the
          performance by the Company of its obligations under the Securities,
          except such as are specified and have been obtained and such as may
          be required by the securities or blue sky laws of the various states
          in connection with the offer and sale of the Securities.

     In rendering such opinions, such counsel may qualify any opinions as to
enforceability by stating that such enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation, moratorium and other
similar laws affecting the rights and remedies of creditors and is subject to
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law). Such counsel may rely upon
opinions of other counsel (copies of which shall be delivered to the Trustee),
who shall be counsel reasonably satisfactory to the Trustee, in which case the
opinion shall state that such counsel believes he and the Trustee are entitled
so to rely. Such counsel may also state that, insofar as such opinion involves
factual matters, he has relied, to the extent he deems proper, upon
certificates of officers of the Company and its subsidiaries and certificates
of public officials.

     The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken by the Company or if the
Trustee in good faith by its board of directors or board of trustees, executive
committee, or a trust committee of directors or trustees or Responsible
Officers shall determine that such action would expose the Trustee to personal
liability to existing Holders or would affect the Trustee's own rights, duties
or immunities under the Securities, this Indenture or otherwise.


                                      19
<PAGE>


     Each Security shall be dated the date of its authentication. Unless
otherwise specified as contemplated by Section 3.01 for any Security, interest
on the each Security will accrue from the date of its authentication.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such
Security has been duly authenticated and delivered hereunder and is entitled to
the benefits of this Indenture.

     Notwithstanding the foregoing and subject, in the case of a Security in
permanent global form, to Section 2.02, 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 3.09 together with a written statement (which need not
comply with Section 1.02 and need not be accompanied by an Opinion of Counsel)
directing such cancellation and 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 3.04. Temporary Securities.

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

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

     Section 3.05. Registration, Registration Of Transfer And Exchange.

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the


                                      20
<PAGE>


Company in a Place of Payment being herein sometimes collectively referred to
as the "Security Register") in which, subject to such reasonable regulations as
it may prescribe, the Company shall provide for the registration of Securities
and transfers of Securities. The Trustee is hereby appointed "Security
Registrar" for the purpose of registering Securities and transfers of
Securities as herein provided.

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

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

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

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 3.04, 9.06 or 11.07 not involving any transfer.

     The Company shall not be required (i) to issue, register the transfer of
or exchange Securities of any series during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 11.03 and
ending at the close of business on the day of such mailing, or (ii) to register
the transfer of or exchange any Security so selected for redemption in whole or
in part, except the unredeemed portion of any Security being redeemed in part.

     The provisions of Clauses (a) - (g) below shall apply only to permanent
global Securities:


                                      21
<PAGE>


     (a) Each permanent global Security authenticated under this Indenture
shall be registered in the name of the Depositary designated for such permanent
global Security or a nominee thereof and delivered to such Depositary or a
nominee thereof or custodian therefor, and each such permanent global Security
shall constitute a single Security for all purposes of this Indenture.

     (b) Notwithstanding any other provisions in this Indenture, no permanent
global Security may be exchanged in whole or in part for Securities registered,
and no transfer of a permanent global Security in whole or in part may be
registered, in the name of any Person other than the Depositary for such
permanent global Security or a nominee thereof unless (i) the Depositary
notifies the Company pursuant to Clause 3.05(c) of this Section that it is
unwilling or unable to continue as Depositary for such permanent global
Security or if at any time the Depositary ceases to be a clearing agency
registered under the Securities Exchange Act of 1934, as amended, (ii) if the
Company in its sole discretion determines pursuant to Clause 3.05(d) of this
Section that such permanent global Security shall be so exchangeable or
transferrable and executes and delivers to the Security Registrar a Company
Order providing that such permanent global Security shall be so exchangeable or
transferrable, (iii) any event shall have occurred and be continuing which,
after notice or lapse of time, or both, would become an Event of Default with
respect to the Securities of the series of which such permanent global Security
is a part or (iv) there shall exist such circumstances, if any, in addition or
in lieu of the foregoing as have been specified for this purpose as
contemplated by Section 3.01.

     (c) Subject to Clause 3.05(a) above, any exchange of a permanent global
Security for other Securities may be made in whole or in part, and all
Securities issued in exchange for a permanent global Security or any portion
thereof shall be registered in such names as the Depositary for such permanent
global Security shall direct. The Trustee shall deliver such Securities to or
as directed by the Persons in whose names such Securities are so registered.

     (d) If at any time the Depositary for any Securities of a series
represented by one or more global Securities notifies the Company that it is
unwilling or unable to continue as Depositary for such Securities or if at any
time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act of 1934, as amended, the Company shall appoint a
successor Depositary with respect to such Securities. If a successor Depositary
for such Securities is not appointed by the Company within 90 days after the
Company receives such notice or becomes aware of such ineligibility (and in any
event before the Depositary surrenders such global Security for exchange), the
Company's election that such Securities be represented by one or more global
Securities shall no longer be effective and the Company shall execute, and the
Trustee, upon receipt of an Officers' Certificate for the authentication and
delivery of definitive Securities of such series, will authenticate and
deliver, Securities of such series in definitive registered form without
coupons, in any authorized denominations, in an aggregate principal amount
equal to the principal amount of the global Security or Securities representing
such Securities in exchange for such global Security or Securities.


                                      22
<PAGE>


     (e) The Company may at any time and in its sole discretion determine that
the Securities of any series issued in the form of one or more global
Securities shall no longer be represented by a global Security or Securities.
In such event the Company will execute, and the Trustee, upon receipt of an
Officers' Certificate for the authentication and delivery of definitive
Securities of such series, will authenticate and deliver Securities of such
series in definitive registered form, in any authorized denominations, in an
aggregate principal amount equal to the principal amount of the global Security
or Securities representing such Securities, in exchange for such global
Security or Securities.

     (f) Subject to Clause 3.05(a) above, with respect to Securities
represented by a global Security, the Depositary for such global Security may
surrender such global Security in exchange in whole or in part for Securities
of the same series in definitive registered form on such terms as are
acceptable to the Company and such Depositary. Thereupon, the Company shall
execute, and the Trustee shall authenticate and deliver, without service
charge,

          (i) to the Person specified by such Depositary a new Security or
     Securities of the same series, of any authorized denomination as requested
     by such Person, in an aggregate principal amount equal to and in exchange
     for such Person's beneficial interest in the global Security; and

          (ii) to such Depositary a new global Security in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     global Security and the aggregate principal amount of Securities
     authenticated and delivered pursuant to clause 3.05(f)(i) above.

     Upon the exchange of a global Security for Securities in definitive
registered form, in authorized denominations, such global Security shall be
canceled by the Trustee.

     (g) Every Security authenticated and delivered upon registration of
transfer of, or in exchange for or in lieu of, a permanent global Security or
any portion thereof, whether pursuant to this Section, Section 3.04, 3.06, 9.06
or 11.07 or otherwise, shall be authenticated and delivered in the form of, and
shall be, a permanent global Security, unless such Security is registered in
the name of a Person other than the Depositary for such permanent global
Security or a nominee thereof.

     Section 3.06. Mutilated, Destroyed, Lost And Stolen Securities.

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

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such


                                      23
<PAGE>


Security has been acquired by a bona fide purchaser, the Company shall execute
and the Trustee shall authenticate and deliver, in lieu of any such destroyed,
lost or stolen Security, a new Security of the same series and of like tenor
and principal amount and bearing a number not contemporaneously outstanding.

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

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

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

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

     Section 3.07. Payment Of Interest; Interest Rights Preserved.

     Unless otherwise provided as contemplated by Section 3.01 with respect to
any Security, interest on such Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest; provided that if that Security or its Predecessor Security was
originally issued on a date after a Regular Record Date and before the
following Interest Payment Date, the first payment of interest on such Security
will be made on the Interest Payment Date following the next succeeding Regular
Record Date. Unless otherwise specified as contemplated by Section 3.01 for any
Security, interest payable at Maturity (other than on a date which is an
Interest Payment Date) will be paid to the same Person to whom the principal
amount of this Security is payable.

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

     (a) The Company may elect to make payment of any Defaulted Interest to the
Persons in whose names the Securities of such series (or their respective
Predecessor Securities) are registered at the close of business on a Special
Record Date for the


                                      24
<PAGE>


payment of such Defaulted Interest, which shall be fixed in the following
manner. The Company shall notify the Trustee in writing of the amount of
Defaulted Interest proposed to be paid on each Security of such series and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this Clause provided.
Thereupon the Trustee shall fix a Special Record Date for the payment of such
Defaulted Interest which shall be not more than 15 days and not less than 10
days prior to the date of the proposed payment and not less than 10 days after
the receipt by the Trustee of the notice of the proposed payment. The Trustee
shall promptly notify the Company of such Special Record Date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment
of such Defaulted Interest and the Special Record Date therefor to be mailed,
first-class postage prepaid, to each Holder of Securities of such series at his
address as it appears in the Security Register, not less than 10 days prior to
such Special Record Date. Notice of the proposed payment of such Defaulted
Interest and the Special Record Date therefor having been so mailed, such
Defaulted Interest shall be paid to the Persons in whose names the Securities
of such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no longer be
payable pursuant to the following clause 3.07(b).

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

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

     Section 3.08. Persons Deemed Owners.

     Prior to due presentment of a Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Security is registered as the owner of such Security
for the purpose of receiving payment of principal of (and premium, if any) and
(subject to Section 3.07) interest on such Security and for all other purposes
whatsoever, whether or not such Security is overdue, and neither the Company,
the Trustee nor any agent of the Company or the Trustee shall be affected by
notice to the contrary.

     Section 3.09. Cancellation.


                                      25
<PAGE>


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

     Section 3.10. Computation Of Interest.

         Except as otherwise specified as contemplated by Section 3.01 for any
Security, interest on the Securities of each series shall be computed on the
basis of a 360-day year consisting of 12 30-day months.

                                   ARTICLE 4
                           SATISFACTION AND DISCHARGE

     Section 4.01. Satisfaction And Discharge Of Indenture.

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

     (a) either

          (i) all Securities theretofore authenticated and delivered (other
     than (x) Securities which have been destroyed, lost or stolen and which
     have been replaced or paid as provided in Section 3.06 and (y) Securities
     for whose payment money has theretofore been deposited in trust or
     segregated and held in trust by the Company and thereafter repaid to the
     Company or discharged from such trust, as provided in Section 10.03) have
     been delivered to the Trustee for cancellation; or

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

          (A) have become due and payable, or

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


                                      26
<PAGE>


          (C) are to be called for redemption within one year under
     arrangements satisfactory to the Trustee for the giving of notice of
     redemption by the Trustee in the name, and at the expense, of the Company,
     and the Company, in the case of (A), (B) or (C) above has deposited or
     caused to be deposited with the Trustee as trust funds in trust for the
     purpose an amount sufficient to pay and discharge the entire indebtedness
     on such Securities not theretofore delivered to the Trustee for
     cancellation, for principal, and any premium or interest, to the date of
     such deposit (in the case of Securities which have become due and payable)
     or to the Stated Maturity or Redemption Date, as the case may be;

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

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Sections 4.03(b) and 6.07, the
obligations of the Trustee to any Authenticating Agent under Section 6.14 and,
if money shall have been deposited with the Trustee pursuant to subclause
4.01(a)(ii), the obligations of the Trustee under Section 4.03 and the last
paragraph of Section 10.03 shall survive.

     Section 4.02. Defeasance Of Securities Of Any Series.

     Unless otherwise specified pursuant to Section 3.01 with respect to any
Security, then notwithstanding Section 4.01, the Company shall be deemed to
have paid and discharged the entire indebtedness on all the Outstanding
Securities of any series on the 91st day after the date of the deposit referred
to in subparagraph 4.02(d) hereof, and the provisions of this Indenture, as it
relates to such Outstanding Securities, shall no longer be in effect (and the
Trustee, at the expense of the Company, shall at Company Request, execute
proper instruments acknowledging the same) (hereinafter called "Defeasance"),
except as to:

     (a) the rights of Holders of Securities to receive, from the trust funds
described in subparagraph 4.02(d) hereof, (i) payment of the principal of and
any premium or interest on the Outstanding Securities of that series on the
Stated Maturity of such principal or installment of principal or interest and
(ii) the benefit of any mandatory sinking fund payments or analogous payments
applicable to Securities of such series on the day on which such payments are
due and payable in accordance with the terms of the Indenture and such
Securities;

     (b) the Company's obligations with respect to such Securities under
Sections 3.05, 3.06, 4.03, 10.02 and 10.03; and


                                      27
<PAGE>


     (c) the rights, powers, trusts, duties and immunities of the Trustee
hereunder;

     provided that the following conditions have been satisfied:

     (d) with reference to this provision, the Company has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as trust funds
for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the
Securities of that series, (i) money in an amount, or (ii) U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later than one day
before the due date of any payment referred to in clause (A) or (B) of this
subparagraph 4.02(d) money in an amount, or (iii) a combination thereof,
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
for such purposes, (A) the principal of and any premium or interest on the
Outstanding Securities of that series on the Stated Maturity of such principal
or installment of principal or interest on the Redemption Date, as the case may
be, and (B) any mandatory sinking fund payments or analogous payments
applicable to Securities of such series on the day on which such payments are
due and payable, each in accordance with the terms of this Indenture and of
such Securities;

     (e) such Defeasance shall not cause the Trustee with respect to the
Securities of that series to have a conflicting interest as defined in Section
6.08 and for purposes of the Trust Indenture Act with respect to the Securities
of any series;

     (f) such Defeasance will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement or instrument
to which the Company is a party or by which it is bound;

     (g) such Defeasance would not cause any Outstanding Security of such
series then listed on any nationally recognized securities exchange to be then
delisted as a result thereof;

     (h) no Event of Default or event which with notice or lapse of time would
become an Event of Default with respect to Securities of the series shall have
occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date;

     (i) the Company has delivered to the Trustee an Opinion of Counsel based
on the fact that (x) the Company has received from, or there has been published
by, the Internal Revenue Service a ruling or (y) since the date hereof, there
has been a change in the applicable Federal income tax law, in either case to
the effect that, and such opinion shall confirm that, the Holders of the
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to Federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such deposit, defeasance
and discharge had not occurred;


                                      28
<PAGE>


     (j) the Company has delivered to the Trustee an Opinion of Counsel stating
that (i) such deposit, defeasance and discharge would not cause any outstanding
Security of such series then listed on any nationally recognized securities
exchange to be delisted as a result thereof; and (ii) and that such Defeasance
would not result in the trust arising from such deposit constituting an
investment company within the meaning of the Investment Company Act of 1940, as
amended from time to time;

     (k) the Company has delivered to the Trustee an Opinion of Counsel to the
effect that after the 91st day following the deposit, the trust funds will not
be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally, except
that if a court were to rule under any such law in any case or proceeding that
the trust funds remained property of the Company, no opinion is given as to the
effect of such laws on the trust funds except the following: (A) assuming such
trust funds remained in the Trustee's possession prior to such court ruling to
the extent not paid to Holders of Securities, the Trustee will hold, for the
benefit of such Holders, a valid and perfected security interest in such trust
funds that is not avoidable in bankruptcy or otherwise, and (B) such Holders
will be entitled to receive adequate protection of their interests in such
trust funds if such trust funds are used; and

     (l) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent provided for
relating to the Defeasance contemplated by this provision have been complied
with.

     Section 4.03. Application Of Trust Funds; Indemnification.

     (a) Subject to the provisions of the last paragraph of Section 10.03, all
money deposited with the Trustee pursuant to Section 4.01, all money and U.S.
Government Obligations deposited with the Trustee pursuant to Section 4.02 or
Section 10.06 and all money received by the Trustee in respect of U.S.
Government Obligations deposited with the Trustee pursuant to Section 4.02 or
Section 10.06 shall be held in trust and applied by it, in accordance with the
provisions of the Securities and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Persons entitled thereto of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with or received by the Trustee or to make mandatory sinking
fund payments or analogous payments as contemplated by Section 4.02 or Section
10.06, as the case may be.

     (b) The Company shall pay and shall indemnify the Trustee against any tax,
fee or other charge imposed on or assessed against U.S. Government Obligations
deposited pursuant to Section 4.02 or Section 10.06 or the interest and
principal received in respect of such obligations other than any payable by or
on behalf of Holders.

     (c) The Trustee shall deliver or pay to the Company from time to time upon
Company Request any money or U.S. Government Obligations held by it as provided
in Section 4.02 or 10.06 which, in the opinion of a nationally recognized firm
of independent public accountants expressed in a written certification thereof
delivered to


                                      29
<PAGE>


the Trustee, are then in excess of the amount which then would have been
required to be deposited for the purpose for which such money or U.S.
Government Obligations were deposited or received.

     Section 4.04. Reinstatement.

     If the Trustee or the Paying Agent is unable to apply any money in
accordance with Section 4.02 or 10.06 with respect to any Securities by reason
of any order or judgment of any court or governmental authority enjoining,
restraining or otherwise prohibiting such application or upon the occurrence of
an Event of Default, then the obligations under this Indenture and such
Securities from which the Company has been discharged or released pursuant to
Section 4.02 or 10.06 shall be revived and reinstated as though no deposit had
occurred pursuant to this Article with respect to such Securities, until such
time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 4.03 with respect to such Securities in accordance
with this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on any such Security following such
reinstatement of its obligations, the Company shall be subrogated to the rights
(if any) of the Holders of such Securities to receive such payment from the
money so held in trust.

                                   ARTICLE 5
                                    REMEDIES

     Section 5.01. Events Of Default.

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

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

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

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

     (d) default in the performance, or breach, of any covenant or warranty of
the Company in this Indenture (other than a covenant or warranty a default in
whose performance or whose breach is elsewhere in this Section specifically
dealt with or which has expressly been included in this Indenture solely for
the benefit of a series of Securities other than that series), and continuance
of such default or breach for a period


                                      30
<PAGE>


of 90 days after there has been given, by registered or certified mail, to the
Company by the Trustee or to the Company and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of each series
affected thereby 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

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

     (f) the commencement by the Company of a voluntary case or proceeding
under any applicable Federal or State bankruptcy, insolvency, reorganization or
other similar law or of any other case or proceeding to be adjudicated a
bankrupt or insolvent, or the consent by it to the entry of a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable Federal or State bankruptcy, insolvency, reorganization or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable Federal or State law, or
the consent by it to the filing of such petition or the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator or similar official of the Company or of any substantial part of
its property, or the making by it of any assignment for the benefit of
creditors, or the admission by it in writing of its inability to pay its debts
generally as they become due, or the taking of corporate action by the Company
in furtherance of any such action; or

     (g) any events of default provided with respect to Securities of that
series.

     Section 5.02. Acceleration Of Maturity; Rescission And Annulment.

     If an Event of Default described in clause 5.01(a), 5.01(b), 5.01(c),
5.01(d) or 5.01(g) with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of such series (each such series voting as a separate class in the
case of an Event of Default under clause 5.01(a), 5.01(b), 5.01(c) or 5.01(g),
and all such series voting as one class in the case of such an Event of Default
under clause 5.01(d)) may declare the principal amount (or, if any Securities
are Original Issue Discount Securities, such portion of the principal amount as
may be specified in the terms of such Securities) of all of the Securities of
such series to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount)


                                      31
<PAGE>


shall become immediately due and payable. If any Event of Default described in
clause 5.01(d) with respect to all series of Securities then Outstanding, or
any Event of Default described in clause 5.01(e) or 5.01(f) occurs and is
continuing, then in every such case the Trustee or the Holders of not less than
25% in aggregate principal amount of all the Outstanding Securities (voting as
one class) may declare the principal amount (or, if any Securities are Original
Issue Discount Securities, such portion of the principal amount as may be
specified in the terms of such Securities) of all the Securities then
Outstanding to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable.

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

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

          (i) the overdue interest on all Securities of the series,

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

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

          (iv) all sums paid or advanced by the Trustee hereunder and the
     reasonable compensation, expenses, disbursements and advances of the
     Trustees, its agents and counsel and all other amounts due under Section
     6.07; and

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

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

     Section 5.03. Collection Of Indebtedness And Suits For Enforcement By
Trustee.

     The Company covenants that if


                                      32
<PAGE>


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

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

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

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

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

     Section 5.04. 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
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

     (a) to file and prove a claim for the whole amount of principal (and
premium, if any) and interest 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


                                      33
<PAGE>


and advances of the Trustee, its agents and counsel) and of the Holders allowed
in such judicial proceeding, and

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

     and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders,
to pay to the Trustee any amount due it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
and any other amounts due the Trustee under Section 6.07.

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

     Section 5.05. Trustee May Enforce Claims Without Possession Of Securities.

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

     Section 5.06. Application Of Money Collected.

     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal (or premium,
if any) or interest, upon presentation of the Securities and the notation
thereon of the payment if only partially paid and upon surrender thereof if
fully paid:

               FIRST: To the payment of all amounts due the Trustee under this
          Indenture; and

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


                                      34
<PAGE>


     Section 5.07. Limitation On Suits.

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

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

     (b) 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;

     (c) 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;

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

     (e) 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 all Outstanding Securities of that series;

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

     Section 5.08. Unconditional Right Of Holders To Receive Principal, Premium
And Interest.

     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 3.07)
interest on such Security on the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

     Section 5.09. Restoration Of Rights And Remedies.

     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former


                                      35
<PAGE>


positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding had been instituted.

     Section 5.10. Rights And Remedies Cumulative.

     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of
Section 3.06, no right or remedy herein conferred upon or reserved to the
Trustee or to the Holders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy..

     Section 5.11. Delay Or Omission Not Waiver.

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

     Section 5.12. Control By Holders.

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

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

     (b) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction, and (c) the Trustee shall have
the right to decline any direction with respect to which a Responsible Officer
reasonably determines such direction will cause the Trustee to incur any
liability for which it shall not have been adequately indemnified pursuant to
Section 5.07.

     Section 5.13. Waiver Of Past Defaults.

     The Holders of (i) not less than a majority in principal amount of the
Outstanding Securities of any series (each such series voting as a separate
class) may on behalf of the Holders of all Securities of such series waive any
past default or Event of Default described in clause 5.01(d) which relates to
less than all series of Outstanding Securities


                                      36
<PAGE>


or described in clause 5.01(g) with respect to such series and its
consequences, or (ii) not less than a majority in principal amount of the
Outstanding Securities affected thereby (voting as one class) may on behalf of
the Holders of all the Outstanding Securities affected thereby waive any past
default or Event of Default described in said clause 5.01(d) which relates to
all such Outstanding Securities and its consequences, except in any such case a
default

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

     (b) in respect of a covenant or provision hereof which under Article 9
cannot be modified or amended without the consent of the Holder of each
Outstanding Security of such series affected.

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

     Section 5.14. Undertaking For Costs.

     All parties to this Indenture agree, and each Holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in
its discretion require, in any suit for the enforcement of any right or remedy
under this Indenture, or in any suit against the Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant in such suit, having due regard to the merits
and good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 25% in
principal amount of the Outstanding Securities of any series or to any suit
instituted by any Holder for the enforcement of the payment of the principal of
(or premium, if any) or interest on any Security on or after the Stated
Maturity or Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date).

     Section 5.15. Waiver Of Usury, Stay Or Extension Law.

     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 of 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.


                                      37
<PAGE>


                                   ARTICLE 6
                                  THE TRUSTEE

     Section 6.01. Certain Duties And Responsibilities.

     (a) Except during the continuance of an Event of Default,

          (i) the Trustee undertakes to perform such duties and only such
     duties as 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 Indenture; but
     in the case of any such certificates or opinions which by any provision
     hereof are specifically required to be furnished to the Trustee, the
     Trustee shall be under a duty to examine the same to determine whether or
     not they conform to the requirements of this Indenture.

     (b) In case an Event of Default has occurred and is continuing, the
Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.

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

          (i) this Subsection shall not be construed to limit the effect of
     Subsection 6.01(a);

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

          (iii) the Trustee shall not be liable with respect to any action
     taken or omitted to be taken by it in good faith in accordance with the
     direction of the Holders of a majority in principal amount of the
     Outstanding Securities of any series, determined as provided in Section
     5.12, relating to the time, method and place of conducting any proceeding
     for any remedy available to the Trustee, or exercising any trust or power
     conferred upon the Trustee, under this Indenture with respect to the
     Securities of such series; and

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


                                      38
<PAGE>


     (d) Whether or not therein expressly so provided, every provision of this
Indenture relating to the conduct or affecting the liability of or affording
protection to the Trustee shall be subject to the provisions of this Section.

     Section 6.02. Notice Of Defaults.

     Within 90 days after receipt by the Trustee of written notice of the
occurrence of any default hereunder with respect to the Securities of any
series the Trustee shall transmit in the manner and to the extent provided in
Section 7.03(d), 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 any Security of such series or in the payment of any
sinking fund installment with respect to 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 or
Responsible Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders of Securities of
such series; and provided, further, that in the case of any default of the
character specified in Section 5.01(d) with respect to Securities of such
series, no such notice to Holders shall be given until at least 30 days after
the occurrence thereof. For the purpose of this Section, the term "default,"
means any event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to Securities of such series.

     Section 6.03. Certain Rights Of Trustee.

     Subject to the provisions of Section 6.01:

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

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

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


                                      39
<PAGE>


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

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

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

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

     (h) 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; and

     (i) The Trustee's immunities and protections from liability and its rights
to compensation and indemnification in connection with the performance of its
duties under this Indenture shall extend to the Trustee's officers, directors,
agents and employees. Such immunities and protections and right to
indemnification, together with the Trustee's right to compensation, shall
survive the Trustee's resignation or removal and final payment of the
Securities.

     Section 6.04. Not Responsible For Recitals Or Issuance Of Securities.

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

     Section 6.05. May Hold Securities.

     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to
Sections 6.08 and 6.13, may otherwise deal with the Company with the same
rights it would have if it were not Trustee, Authenticating Agent, Paying
Agent, Security Registrar or such other agent.


                                      40
<PAGE>


         Section 6.06.  Money Held In Trust.
         Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by law. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed with the Company.

     Section 6.07. Compensation And Reimbursement.

     The Company agrees

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

     (b) 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
expenses, disbursements or advances as may be attributable to its negligence or
bad faith;

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

     (d) The Trustee shall have, and is hereby granted, a first priority lien
on all monies, securities and collateral (other than monies held in trust by
the Trustee for the purpose of paying the principal, premium, if any, and
interest on any specific Securities) held by or on behalf of the Trustee
pursuant to this Indenture for payment or reimbursement to the Trustee of its
fees, expenses and any other monies payable to it hereunder.

     Section 6.08. Disqualification; Conflicting Interest.

     (a) If the Trustee has or shall acquire any conflicting interest within
the meaning of the Trust Indenture Act with respect to the Securities of any
series, it shall, within 90 days after ascertaining that it has such
conflicting interest, either eliminate such conflicting interest or resign with
respect to the Securities of that series in the manner and with the effect
hereinafter specified in this Article.

     (b) In the event that the Trustee shall fail to comply with the provisions
of Subsection 6.08(a) with respect to the Securities of any series, the Trustee
shall, within 10 days after the expiration of such 90-day period, transmit by
mail to all Holders of Securities of that series, as their names and addresses
appear in the Security Register, notice of such failure.


                                      41
<PAGE>


     Section 6.09. Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America, any State thereof or the District of Columbia, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 subject to supervision or examination by Federal or
State authority and having its Corporate Trust Office in any State in the
United States of America or in the District of Columbia. If such corporation
publishes or files reports of condition at least annually, pursuant to law or
to the requirements of said supervising or examining authority, then for the
purposes of this Section the combined capital and surplus of such corporation
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published or filed. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section,
it shall resign immediately in the manner and with the effect hereinafter
specified in this Article.

     Section 6.10. Resignation And Removal; Appointment Of Successor.

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

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

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

     (d) If at any time:

          (i) the Trustee shall fail to comply with Section 6.08(a) after
     written request therefor by the Company or by any Holder who has been a
     bona fide Holder of a Security for at least six months, or

          (ii)the Trustee shall cease to be eligible under Section 6.09 and
     shall fail to resign after written request therefor by the Company or by
     any such Holder, or

          (iii) 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,


                                      42
<PAGE>


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

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

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

     Section 6.11. Acceptance Of Appointment By Successor.

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


                                      43
<PAGE>


to such successor Trustee all the rights, powers and trusts of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such retiring Trustee hereunder.

     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such appointment and which (1)
shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor Trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor Trustee
relates, (2) if the retiring Trustee is not retiring with respect to all
Securities, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Securities of that or those series as to
which the retiring Trustee is not retiring shall continue to be vested in the
retiring Trustee, and (3) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust and that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee; and upon 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 6.11(a) or 6.11(b), as the case may be.

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

     Section 6.12. Merger, Conversion, Consolidation Or Succession To Business.

     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the corporate trust business
of the Trustee, shall be the successor of


                                      44
<PAGE>


the Trustee hereunder, provided such corporation shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper
or any further act on the part of any of the parties hereto. In case any
Securities shall have been authenticated, but not delivered, by the Trustee
then in office, any successor by merger, conversion or consolidation to such
authenticating Trustee may adopt such authentication and deliver the Securities
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Securities.

     Section 6.13. Preferential Collection Of Claims.

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

     Section 6.14. Appointment Of Authenticating Agent.

     At any time the Trustee may appoint an Authenticating Agent or Agents with
respect to one or more series of Securities which shall be authorized to act on
behalf of the Trustee to authenticate Securities of such series issued upon
original issue, exchange, registration of transfer or partial redemption
thereof or pursuant to Section 3.06, and Securities so authenticated shall be
entitled to the benefits of this Indenture and shall be valid and obligatory
for all purposes as if authenticated by the Trustee hereunder. Wherever
reference is made in this Indenture to the authentication and delivery of
Securities by the Trustee or the Trustee's certificate of authentication, such
reference shall be deemed to include authentication and delivery on behalf of
the Trustee by an Authenticating Agent and a certificate of authentication
executed on behalf of the Trustee by an Authenticating Agent. Each
Authenticating Agent shall be acceptable to the Company and shall at all times
be a corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports
of condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to
be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such


                                      45
<PAGE>


corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or such Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and to the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

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

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

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

                                               Bank One Trust Company, National
                                               Association, as Trustee,


                                               By
                                                  -----------------------------
                                                  as Authenticating Agent


                                               By
                                                  -----------------------------
                                                  Authorized Officer


                                      46
<PAGE>


                                   ARTICLE 7
                HOLDERS' LIST AND REPORTS BY TRUSTEE AND COMPANY

     Section 7.01. Company To Furnish Trustee Names And Addresses Of Holders.

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

     (a) semi-annually a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders as of the date of such list,
and

     (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished, excluding from any such list names and addresses received by the
Trustee in its capacity as Security Registrar.

     Section 7.02. Preservation Of Information; Communications To Holders.

     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 7.01 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar. The Trustee may destroy any list furnished to it as provided in
Section 7.01 upon receipt of a new list so furnished.

     (b) If three or more Holders of Securities of any series (herein referred
to as "applicants") apply in writing to the Trustee, and furnish to the Trustee
reasonable proof that each such applicant has owned a Security of such series
for a period of at least six months preceding the date of such application, and
such application states that the applicants desire to communicate with other
Holders of such series or with Holders of all other series of Securities with
respect to their rights under this Indenture or under such Securities and is
accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, then the Trustee shall, within five business
days after the receipt of such application, at its election, either

          (i) afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 7.02(a), or

          (ii) inform such applicants as to the approximate number of Holders
     of such series of Securities or Holders of all other series of Securities
     whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 7.02(a), and as to the
     approximate cost of mailing to the Holders of such series of Securities or
     the Holders of all series of Securities the form of proxy or other
     communication, if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such
information, the Trustee shall, upon the written request of such applicants,
mail to each Holder of such series of Securities or of all series of Securities
or of all series of Securities whose name


                                      47
<PAGE>


and address appear in the information preserved at the time by the Trustee in
accordance with Section 7.02(a) a copy of the form of proxy or other
communication which is specified in such request, with reasonable promptness
after a tender to the Trustee of the material to be mailed and of payment, or
provision for the payment, of the reasonable expenses of mailing, unless within
five days after such tender the Trustee shall mail to such applicants and file
with the Commission, together with a copy of the material to be mailed, a
written statement to the effect that, in the opinion of the Trustee, such
mailing would be contrary to the best interest of the relevant Holders or would
be in violation of applicable law. Such written statement shall specify the
basis of such opinion. If the Commission, after opportunity for a hearing upon
the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an
order sustaining one or more of such objections, the Commission shall find,
after notice and opportunity for hearing, that all the objections so sustained
have been met and shall enter an order so declaring, the Trustee shall mail
copies of such material to all such Holders with reasonable promptness after
the entry of such order and the renewal of such tender; otherwise the Trustee
shall be relieved of any obligation or duty to such applicants respecting their
application.

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of the
disclosure of any such information as to the names and addresses of the Holders
in accordance with Section 7.02(b), 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 Section
7.02(b).

     Section 7.03. Reports By Trustee.

     (a) If required under Section 313(a) of the Trust Indenture Act, within 60
days after May 15 of each year commencing with the year 2001, so long as any of
the Securities are outstanding, the Trustee shall transmit by mail to all
Holders, as provided in subsection 7.03(c), a brief report dated as of such May
15 with respect to any of the following events which may have occurred within
the previous 12 months (but if no such event has occurred within such period no
report need by transmitted):

          (i) any change to its eligibility under Section 6.09 or the creation
     of or any material change to its qualifications under Section 6.08;

          (ii) the character and amount of any advances (and if the Trustee
     elects so to state, the circumstances surrounding the making thereof) made
     by the Trustee (as such) which remain unpaid on the date of such report,
     and for the reimbursement of which it claims or may claim a lien or
     charge, prior to that of the Securities, on any property or funds held or
     collected by it as Trustee, except that the Trustee shall not be required
     (but may elect) to report such advances if such advances so remaining
     unpaid aggregate not more than one-half of one percent of the principal
     amount of the Securities Outstanding of such series on the date of such
     report;


                                      48
<PAGE>


          (iii) any change to the amount, interest rate and maturity date of
     all other indebtedness owing by the Company (or by any other obligor on
     the Securities) to the Trustee in its individual capacity, on the date of
     such report, with a brief description of any property held as collateral
     security therefor, except an indebtedness based upon a creditor
     relationship arising in any manner described in Section 6.13;

          (iv) any change to the property and funds, if any, physically in the
     possession of the Trustee as such on the date of such report;

          (v) any additional issue of Securities which the Trustee has not
     previously reported; and

          (vi) any action taken by the Trustee in the performance of its duties
     hereunder which it has not previously reported and which in its opinion
     materially affects the Securities, except action in respect of a default,
     notice of which has been or is to be withheld by the Trustee in accordance
     with Section 6.02.

     (b) The Trustee shall transmit by mail to all Holders, as provided in
subsection 7.03(c), a brief report with respect to the character and amount of
any advances (and if the Trustee elects so to state, the circumstances
surrounding the making thereof) made by the Trustee (as such) since the date of
the last report transmitted pursuant to Subsection 7.03(a) (or if no such
report has yet been so transmitted, since the date of execution of this
instrument) for the reimbursement of which it claims or may claim a lien or
charge, prior to that of the Securities, on property or funds held or collected
by it as Trustee and which it has not previously reported pursuant to this
Subsection, except that the Trustee shall not be required (but may elect) to
report such advances if such advances remaining unpaid at any time aggregate
10% or less of the principal amount of the Securities Outstanding of such
series at such time, such report to be transmitted within 90 days after such
time.

     (c) Reports pursuant to this Section shall be transmitted by mail:

          (i) to all Holders of Securities, as the names and addresses of such
     Holders appear in the Security Register as of a date not more than fifteen
     days prior to the mailing thereof;

          (ii) to such holders of Securities of any series as have, within two
     years preceding such transmission, filed their names and addresses with
     the Trustee for such series for that purpose; and

          (iii) except in the case of reports pursuant to subsection 7.03(b),
     to all Holders of Securities whose names and addresses have been received
     by the Trustee pursuant to Section 7.01.

     (d) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are


                                      49
<PAGE>


listed, with the Commission and with the Company. The Company will notify the
Trustee when any Securities are listed on any stock exchange.

     Section 7.04. Reports By Company.

     The Company shall:

     (a) 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 of 1934;
or, if the Company is not required to file information, documents or reports
pursuant to either of said Sections, then it shall 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 of 1934 in respect of a security listed and registered
on a national securities exchange as may be prescribed from time to time in
such rules and regulations;

     (b) 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

     (c) transmit by mail to all Holders, as their names and addresses appear
in the Security Register, within 30 days after the filing thereof with the
Trustee, to such Holders of Securities as have, within the two years preceding
such transmission, filed their names and addresses with the Trustee for that
purpose and Holders of securities whose names and addresses have been furnished
to or received by the Trustee pursuant to Section 7.02(a) such summaries of any
information, documents and reports required to be filed by the Company pursuant
to paragraphs 7.04(a) and 7.04(b) as may be required by rules and regulations
prescribed from time to time by the Commission.

                                   ARTICLE 8
              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

     Section 8.01. Company May Consolidate, Etc., Only On Certain Terms.

     Subject to the provisions of Section 8.03, nothing contained in this
Indenture or in any of the Securities shall prevent any consolidation or merger
of the Company with or into any other corporation or corporations, or
successive consolidations or mergers in which the Company or its successor or
successors shall be a party or parties or shall prevent any sale or conveyance
of all or substantially all of the property of the Company


                                      50
<PAGE>


to any other corporation authorized to acquire and operate the same; provided,
that in any such case, (i) either the Company shall be the continuing
corporation, or the successor corporation (if other than the Company) shall be
a corporation organized and existing under the laws of the United States of
America or a State thereof and such corporation shall expressly assume the due
and punctual payment of the principal of, and premium, if any, and interest on
all the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed by the Company by supplemental indenture satisfactory
to the Trustee, executed and delivered to the Trustee by such corporation, and
(ii) the Company or such successor corporation, as the case may be, shall not,
immediately after such merger or consolidation, or such sale or conveyance, be
in default in the performance of any such covenant or condition and shall not
immediately thereafter have outstanding any secured Debt (as defined in Section
10.04) not expressly permitted by the provisions of Section 10.04 unless the
provisions of Section 8.03 shall previously have been complied with.

     Section 8.02. Successor Corporation To Be Substituted For Company.

     In case of any such consolidation, merger, sale or conveyance (other than
a conveyance by way of lease) and upon any such assumption by the successor
corporation, such successor corporation shall succeed to and be substituted for
the Company, with the same effect as if it had been named herein as the party
of the first part, and the Company thereupon shall be relieved of any further
liability or obligation hereunder or upon the Securities and may thereupon or
at any time thereafter be dissolved, wound up or liquidated. Such successor
corporation thereupon may cause to be signed, and may issue either in its own
name or in the name of Masco Corporation, any or all of the Securities issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee or the Authenticating Agent; and upon the order of
such successor corporation (instead of the Company) and subject to all the
terms, conditions and limitations in this Indenture prescribed, the Trustee or
the Authenticating Agent shall authenticate and deliver any Securities which
previously shall have been signed and delivered by the officers of the Company
to the Trustee or the Authenticating Agent for authentication, and any
Securities which such successor corporation thereafter shall cause to be signed
and delivered to the Trustee or the Authenticating Agent for that purpose. All
the Securities so issued shall in all respects have the same legal rank and
benefit under this Indenture as the Securities theretofore or thereafter issued
in accordance with the terms of this Indenture as though all of such Securities
had been issued at the date of the execution hereof.

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

     Section 8.03. Securities To Be Secured In Certain Events.

     If, upon any such consolidation or merger of the Company with or into any
other corporation, or upon any sale or conveyance of the property of the
Company as an entirety or substantially as an entirety to any other
corporation, any Principal Property or


                                      51
<PAGE>


any shares of stock or indebtedness of any Consolidated Subsidiary owning any
Principal Property owned immediately prior thereto would thereupon become
subject to any mortgage (as defined in Section 10.04), unless the Company could
create such mortgage pursuant to Section 10.04 without equally and ratably
securing the Securities, the Company, prior to or simultaneously with such
consolidation, merger, sale or conveyance, will secure the Securities
outstanding hereunder, equally and ratably with any other obligation of the
Company or any such Subsidiary then entitled thereto, prior to the Debt (as
defined in Section 10.04) secured by such mortgage.

     Section 8.04. Evidence To Be Furnished To The Trustee.

     The Trustee, subject to the provisions of Sections 6.01 and 6.03, may
receive and rely upon an Officers' Certificate and an Opinion of Counsel as
conclusive evidence that any consolidation, merger, sale or conveyance, and any
such assumption complies with the provisions of this Article 8.

                                   ARTICLE 9
                            SUPPLEMENTAL INDENTURES

     Section 9.01. Supplemental Indentures Without Consent Of Holders.

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

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

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

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

     (d) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of Securities
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or permit or facilitate the issuance of Securities in
uncertificated form; or


                                      52
<PAGE>


     (e) to add to, change or eliminate any of the provisions of this Indenture
in respect of one or more series of Securities, provided that any such
addition, change or elimination (A) shall neither (i) apply to Securities of
any series created prior to the execution of such supplemental indenture and
entitled to the benefit of such provision nor (ii) modify the rights of the
Holder of such Securities with respect to such provision or (B) shall become
effective only when there is no such Security Outstanding; or

     (f) to secure the Securities pursuant to the requirements of Sections 8.03
or otherwise; or

     (g) to establish the form or terms of Securities of any series as
permitted by Sections 2.01 and 3.01; or

     (h) 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 and facilitate the administration of the trusts hereunder by
more than one Trustee, pursuant to the requirements of Section 6.11(b); or

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

     Section 9.02. Supplemental Indentures With Consent Of Holders.

     With the consent of the Holders of not less than a majority in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture voting as one class, by Act of said Holders delivered to
the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of Securities of such series
under the Indenture; provided, however, that no such supplemental indenture
shall, without the consent of the Holder of each Outstanding Security affected
thereby,

     (a) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Security, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof, or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon a declaration of
acceleration of the Maturity thereof pursuant to Section 5.02, or change any
Place of Payment where, or the coin or currency in which, any Security or any
premium or the interest thereon is payable, or impair the right to institute
suit for the enforcement of any such payment on or after the Stated Maturity
thereof (or, in the case of redemption, on or after the Redemption Date), or


                                      53
<PAGE>


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

     (c) modify any of the provisions of this Section or Section 5.13, except
to increase any such percentage or to provide that certain other provisions of
this Indenture cannot be modified or waived without the consent of the Holder
of each Outstanding Security affected thereby; provided, however, that this
clause shall not be deemed to require the consent of any Holder with respect to
changes in the references to "the Trustee" and concomitant changes in this
Section, or the deletion of this proviso, in accordance with the requirements
of Sections 6.11(b) and 9.01(h).

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

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

     Section 9.03. Execution Of Supplemental Indentures.

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.01) 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 9.04. Effect Of Supplemental Indentures.

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

     Section 9.05. Conformity With Trust Indenture Act.

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

     Section 9.06. Reference In Securities To Supplemental Indentures.


                                      54
<PAGE>


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

                                   ARTICLE 10
                                   COVENANTS

     Section 10.01. Payment Of Principal, Premium And Interest.

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the
principal of (and premium, if any) and any interest on each of the Securities
of that series in accordance with the terms of the Securities and this
Indenture.

     Section 10.02. Maintenance Of Office Or Agency.

     The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. The Company will give prompt written notice to the Trustee and
the Holders of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations and surrenders of Securities of that series and notices and
demands may be made or served at the Corporate Trust Office of the Trustee, and
the Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designation; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or
agency in each Place of Payment for Securities of any series for such purposes.
The Company will give prompt written notice to the Trustee and the Holders of
any such designation or rescission and of any change in the location of any
such other office or agency.

     Section 10.03. Money For Securities Payments To Be Held In Trust.

     (a) If the Company shall appoint a paying agent other than the Trustee
with respect to the Securities of any series, it will cause such paying agent
to execute and


                                      55
<PAGE>


deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section 10.03:

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

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

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

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

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

     Any money deposited with the Trustee (except pursuant to Section 4.02 or
10.06) or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of (and premium, if any) or interest on any Security
of any series and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be
discharged from such trust; and the Holder of such Security shall thereafter,
as an unsecured general creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such
trust money, and all liability of the Company as trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in a newspaper published in the English
language, customarily published on each Business


                                      56
<PAGE>


Day and of general circulation in the Borough of Manhattan, The City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid
to the Company.

     Section 10.04. Limitations On Liens.

     (a) The Company will not, nor will it permit any Consolidated Subsidiary
to, issue, assume or guarantee any debt for money borrowed or any Funded Debt
(hereinafter in this Article 10 referred to as "Debt"), secured by a mortgage,
security interest, pledge, lien or other encumbrance (mortgages, security
interests, pledges, liens and other encumbrances being hereinafter called a
"mortgage" or "mortgages") upon any Principal Property or upon any shares of
stock or indebtedness of any Consolidated Subsidiary which owns or leases a
Principal Property (whether such Principal Property, shares of stock or
indebtedness are now owned or hereafter acquired) without in any such case
effectively providing concurrently with the issuance, assumption or guaranty of
any such Debt that the Securities (together with, if the Company shall so
determine, any other indebtedness of or guaranteed by the Company or such
Consolidated Subsidiary ranking equally with the Securities and then existing
or thereafter created) shall be secured equally and ratably with such Debt;
provided, however, that the foregoing restrictions shall not apply to Debt
secured by

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

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

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

          (iv) mortgages on property of a corporation existing at the time such
     corporation is merged or consolidated with the Company or a Consolidated


                                      57
<PAGE>


     Subsidiary or at the time of a sale, lease or other disposition of the
     properties of a corporation or firm as an entirety or substantially as an
     entirety to the Company or a Consolidated Subsidiary; provided, however,
     that no such mortgage shall extend to any other Principal Property of the
     Company or any Consolidated Subsidiary or to any shares of capital stock
     or any indebtedness of any Consolidated Subsidiary which owns or leases a
     Principal Property;

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

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

     (b) Notwithstanding the foregoing provisions of this Section 10.04, the
Company may, and may permit any Consolidated Subsidiary to, issue, assume or
guarantee Debt secured by a mortgage not excepted by clauses (i) through (vi)
of paragraph (a) above without equally and ratably securing the Securities,
provided, however, that the aggregate principal amount of all such Debt then
outstanding, plus the aggregate principal amount of the Debt then being issued,
assumed, or guaranteed, and the aggregate amount of the Attributable Debt in
respect of sale and lease-back arrangements, shall not exceed 5% of
Consolidated Net Tangible Assets, determined as of a date not more than 90 days
prior thereto.

     Section 10.05. Limitation On Sale And Leaseback.

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


                                      58
<PAGE>


10.04, to issue, assume or guarantee Debt secured by a mortgage upon such
property at least equal in amount to the Attributable Debt in respect of such
arrangement without equally and ratably securing the Securities or (b) the
Company or a Consolidated Subsidiary, within 120 days of the effective date of
any such arrangement, applies an amount equal to the greater of the net
proceeds of the sale of the Principal Property leased pursuant to such
arrangement or the fair market value of the Principal Property so leased at the
time of entering into such arrangement (as determined by the Board of Directors
of the Company) to the retirement (other than any mandatory retirement or by
way of payment at maturity) of Funded Debt of the Company or any Consolidated
Subsidiary (other than Funded Debt owned by the Company or any Consolidated
Subsidiary and other than Funded Debt subordinated in the payment of principal
or interest to the Securities and except that no Security shall be retired if
such retirement of Securities pursuant to this provision would be prohibited by
the resolutions or supplemental indentures referred to in Section 3.01),
provided, however, that in lieu of applying all or any part of such net
proceeds or fair market value to such retirement, the Company may at its option
(i) deliver to the Trustee Securities theretofore purchased or otherwise
acquired by the Company, or (ii) receive credit for Securities theretofore
redeemed pursuant to the resolutions or supplemental indentures referred to in
Section 3.01 hereof, which Securities have not theretofore been made the basis
for the reduction of a sinking fund payment pursuant to Article 12 or applied
in lieu of retiring Funded Debt pursuant hereto. If the Company shall so
deliver Securities to the Trustee (or receive credit for Securities so
delivered), the amount of cash which the Company shall be required to apply to
the retirement of Funded Debt pursuant to this Section 10.05 shall be reduced
by an amount equal to the aggregate principal amount of such Securities.

     Section 10.06. Defeasance Of Certain Obligations.

     The Company may omit to comply, on or after the date the conditions set
forth in subsections (a) to (f) of this Section 10.06 are satisfied, with any
term, provision or condition set forth in any negative or restrictive covenant
of the Company applicable to the Securities of such series (hereafter called
"Covenant Defeasance") that is specified pursuant to Section 3.01(j), if

     (a) With reference to this Section 10.06, the Company has irrevocably
deposited or caused to be irrevocably deposited with the Trustee as trust funds
for the purpose of making the following payments, specifically pledged as
security for, and dedicated solely to, the benefit of the Holders of the
Securities of that series, (i) money in an amount, or (ii) U.S. Government
Obligations which through the payment of interest and principal in respect
thereof in accordance with their terms will provide not later than one day
before the due date of any payment referred to in clause (A) or (B) of this
subparagraph 10.06(a) money in an amount, or (iii) a combination thereof,
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
for such purposes, (A) the principal of and any premium or interest on the
Outstanding Securities of that series on the Stated Maturity of such principal
or installment of principal or interest or the Redemption Date, as the case may
be, and (B) any mandatory sinking fund payments or analogous payments
applicable to


                                      59
<PAGE>


Securities of such series on the day on which such payments are due and
payable, each in accordance with the terms of this Indenture and of such
Securities;

     (b) Such Covenant Defeasance shall not cause the Trustee with respect to
the Securities of that series to have a conflicting interest as defined in
Section 6.08 and for purposes of the Trust Indenture Act with respect to the
Securities of any series;

     (c) Such Covenant Defeasance will not result in a breach or violation of,
or constitute a default under, this Indenture or any other agreement or
instrument to which the Company is a party or by which it is bound;

     (d) Such Defeasance would not cause any Outstanding Security of such
series then listed on any nationally recognized securities exchange to be then
delisted as a result thereof;

     (e) No Event of Default or event which with notice or lapse of time would
become an Event of Default with respect to Securities of that series shall have
occurred and be continuing on the date of such deposit or during the period
ending on the 91st day after such date;

     (f) The Company has delivered to the Trustee an Opinion of Counsel stating
that (i) Holders of the Securities of such series will not recognize income,
gain or loss for Federal income tax purposes as a result of such deposit and
Covenant Defeasance and will be subject to Federal income tax on the same
amount and in the same manner and at the same times, as would have been the
case if such deposit and Covenant Defeasance had not occurred; (ii) such
Covenant Defeasance would not cause any outstanding Security of such series
then listed on any nationally recognized securities exchange to be delisted as
a result thereof; and (iii) such deposit would not result in the trust arising
from such deposit constituting an investment company within the meaning of the
Investment Company Act of 1940, as amended from time to time;

     (g) The Company has delivered to the Trustee an Opinion of Counsel to the
effect that after the 91st day following the deposit, the trust funds will not
be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally, except
that if a court were to rule under any such law in any case or proceeding that
the trust funds remained property of the Company, no opinion is given as to the
effect of such laws on the trust funds except the following: (A) assuming such
trust funds remained in the Trustee's possession prior to such court ruling to
the extent not paid to Holders of Securities, the Trustee will hold, for the
benefit of such Holders, a valid and perfected security interest in such trust
funds that is not avoidable in bankruptcy or otherwise, and (B) such Holders
will be entitled to receive adequate protection of their interests in such
trust funds if such trust funds are used; and

     (h) 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 defeasance contemplated by this Section have been
complied with.

     Section 10.07. Certificate Of Officers Of The Company.


                                      60
<PAGE>


     On or before April 1 of each year beginning with the year 2001, so long as
Securities of any series are Outstanding hereunder, the Company will file with
the Trustee an Officers' Certificate, one of the signers of which shall be the
principal financial officer, the principal accounting officer or the principal
executive officer of the Company, stating whether or not to the best knowledge
of the signer thereof the Company is in default in the performance and
observance of any of the terms, provisions and conditions of this Indenture,
and, if the Company shall be in default, specifying all such defaults and the
nature and status thereof of which they may have knowledge. For purposes of
this paragraph, any such default shall be determined without regard to any
period of grace or requirement of notice provided in this Indenture.

                                   ARTICLE 11
                            REDEMPTION OF SECURITIES

     Section 11.01. Applicability Of Article.

     Any Securities that are redeemable before their Stated Maturity shall be
redeemable in accordance with their terms and (except as otherwise specified as
contemplated by Section 3.01 for any Securities) in accordance with this
Article.

     Section 11.02. Election To Redeem; Notice To Trustee.

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

     Section 11.03. Selection By Trustee Of Securities To Be Redeemed.

     If less than all the Securities of any series are to be redeemed (unless
all of the Securities of a specified tenor are to be redeemed), the particular
Securities to be redeemed shall be selected not more than 60 days prior to the
Redemption Date by the Trustee, from the Outstanding Securities of such series
not previously called for redemption, by such method as the Trustee shall deem
fair and appropriate and which may provide for the selection for redemption of
portions (equal to the minimum authorized denomination for Securities of that
series or any multiple thereof) of the principal amount of Securities of such
series of a denomination larger than the minimum authorized denomination for
Securities of that series. If less than all of the Securities of such series
and of a specified tenor are to be redeemed, the particular Securities to be
redeemed shall be selected not more than 45 days prior to the Redemption Date
by the


                                      61
<PAGE>


Trustee, from the Outstanding Securities of such series and specified tenor not
previously called for redemption in accordance with the preceding sentence.

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

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

     Section 11.04. Notice Of Redemption.

     Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date to
each Holder of Securities to be redeemed, at this address appearing in the
Security Register.

     All notices of redemption shall state:

     (a) the Redemption Date,

     (b) the Redemption Price,

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

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

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

     (f) that the redemption is for a sinking fund, if such is the case. Notice
of redemption of Securities to be redeemed at the election of the Company shall
be given by the Company or, at the Company's request, by the Trustee in the
name and at the expense of the Company and shall be irrevocable. The notice of
redemption mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the Holder receives such notice. In any
case, failure to give such notice by mail or any defect in the notice to the
Holder of any Security shall not affect the validity of the proceeding for the
redemption of any other Security.

     Section 11.05. Deposit Of Redemption Price.


                                      62
<PAGE>


     Prior to 10:00 a.m., New York City time, on any Redemption Date, the
Company shall deposit with the Trustee or with a Paying Agent (or, if the
Company is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 10.03) an amount of money sufficient to pay the Redemption
Price of, and accrued interest on, all the Securities which are to be redeemed
on that date.

     Section 11.06. Securities Payable On Redemption Date.

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest), such Securities shall cease to bear interest. Upon surrender of any
such Security for redemption in accordance with said notice, such Security
shall be paid by the Company at the Redemption Price, together with accrued
interest to the Redemption Date; provided, however, that installments of
interest whose Stated Maturity is on or prior to the Redemption Date shall be
payable to the Holders of such Securities, or one or more Predecessor
Securities, registered as such at the close of business on the relevant Record
Dates according to their terms and the provisions of Section 3.07.

     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 11.07. Securities Redeemed In Part.

     Any Security which is to be redeemed only in part shall be surrendered at
a Place of Payment therefor (with, if the Company or the Trustee so requires,
due endorsement by, or a written instrument of transfer in form satisfactory to
the Company and the Trustee duly executed by, the Holder thereof or his
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and deliver to the Holder of such Security without
service charge, a new Security or Securities of the same series and of like
tenor, of any authorized denomination as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the
principal of the Security so surrendered. If a Security in permanent global
form is so surrendered, the Company shall execute, and the Trustee shall
authenticate and deliver to the Depositary for such Security in permanent
global form, without service charge to the Holder, a new Security in permanent
global form in a denomination equal to and in exchange for the unredeemed
portion of the principal of the Security in permanent global form so
surrendered.

                                   ARTICLE 12
                                 SINKING FUNDS

     Section 12.01. Applicability Of Article.


                                      63
<PAGE>


     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 3.01 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms
of Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 12.02. 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 12.02. Satisfaction Of Sinking Fund Payments With Securities.

     The Company (a) may deliver Outstanding Securities of a series (other than
any previously called for redemption) and (b) may apply as a credit Securities
of a series which have been redeemed either at the election of the Company
pursuant to the terms of such Securities or through the application of
permitted optional sinking fund payments pursuant to the terms of such
Securities, in each case in satisfaction of all or any part of any sinking fund
payment with respect to the Securities of such series required to be made
pursuant to the terms of such Securities as provided for by the terms of such
Series; provided that the Securities to be so credited have not been previously
so credited. The Securities to be so credited shall be received and credited
for such purpose by the Trustee at the Redemption Price, as specified in the
Securities to be so redeemed, for redemption through operation of the sinking
fund and the amount of such sinking fund payment shall be reduced accordingly.

     Section 12.03. Redemption Of Securities For Sinking Fund.

     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of such Securities, the portion thereof, if
any, which is to be satisfied by payment of cash and the portion thereof, if
any, which is to be satisfied by delivering and crediting Securities of that
series pursuant to Section 12.02 stating that such Securities have not been
previously used as a credit against any sinking fund payment and will also
deliver to the Trustee any Securities to be so delivered. 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 11.03 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 11.04. Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated in Sections
11.05, 11.06 and 11.07.

                                   *  *  *


                                      64
<PAGE>


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


                                            MASCO CORPORATION

                                            By:  /s/ Richard G. Mosteller
                                               ---------------------------------
                                               Title: Senior Vice President
                                                      - Finance

Attest: /s/ John R. Leekley
       -----------------------------


                                            BANK ONE TRUST COMPANY, NATIONAL
                                               ASSOCIATION, as Trustee

                                            By:  /s/ Benita Pointer
                                               ---------------------------------
                                               Title: Account Executive



<PAGE>


                                                                       Exhibit A


                            FORM OF FACE OF SECURITY

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE "U.S.
DEPOSITARY"), TO MASCO CORPORATION 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 THE U.S. DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
U.S. DEPOSITARY), 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.

     [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
THE DEPOSITARY OR ITS NOMINEE AND ANY PAYMENT IS MADE TO THE DEPOSITARY OR ITS
NOMINEE, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF HAS AN INTEREST
HEREIN.]

     [If the Security is an original issue discount security for tax purposes
and is not "publicly offered" within the meaning of Treasury Regulation
1.1275-1(h), insert -- For purposes of Sections 1271-1275 of the United States
Internal Revenue Code of 1986, as amended, the issue price of this Security is
 ....., the amount of original issue discount is ....., the issue date is
 ........, 20.. and the yield to maturity is .....]


                               MASCO CORPORATION

                              [Title of Security]
     No. ....                                                      $ ...........
                                                             CUSIP No. _________


<PAGE>


     Masco Corporation, a corporation duly organized and existing under the
laws of Delaware (herein called the "Company," which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to .............................., or
registered assigns, the principal sum of ................................
Dollars on ........................... [If the Security is to bear interest
prior to Maturity, insert--, and to pay interest thereon from ....... or from
the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on ....... and ....... in each year, commencing
 ....., at the rate of ..% per annum, until the principal hereof is paid or made
available for payment [If applicable, insert--, and (to the extent that the
payment of such interest shall be legally enforceable) at the rate of ..% per
annum on any overdue principal and premium and on any overdue installment of
interest]. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date for such
interest, which shall be the .... or .... (whether or not a Business Day), as
the case may be, next preceding such Interest Payment Date. Any such interest
not so punctually paid or duly provided for will forthwith cease to be payable
to the Holder on such Regular Record Date and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.
[Interest on the Securities shall be computed on the basis of a 360-day year
consisting of 12 30-day months.]

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

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


                                      A-2
<PAGE>


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

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


                                      A-3
<PAGE>


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


Dated:
                                            MASCO CORPORATION

                                            By
                                              ----------------------------------

Attest:
        -----------------------------


                                      A-4
<PAGE>


                FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


Date of Authentication:


                                            Bank One Trust Company, National
                                              Association, as Trustee

                                            By
                                              ----------------------------------
                                                     Authorized Officer


                                      A-5
<PAGE>


                          FORM OF REVERSE OF SECURITY

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

     [If applicable, insert--The Securities of this series are subject to
redemption upon not less than 30 days' notice by mail, [if applicable, insert--
(1) on ........... in any year commencing with the year ......... and ending
with the year .............. through operation of the sinking fund for this
series at a Redemption Price equal to 100% of the principal amount, and (2)] at
any time [ on or after .........., 20....], as a whole or in part, at the
election of the Company, at the following Redemption Prices (expressed as
percentages of the principal amount): If redeemed [on or before .......... ..,
 ....%, and if redeemed] during the 12-month period beginning ............... of
the years indicated,


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

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

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


                                      A-6


<PAGE>



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


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

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

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

     [In the event of redemption of this Security in part only, a new Security
or Securities of this series for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.]

     [The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of this Security and (b) certain restrictive covenants, in
each case upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Security.]

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

     [If the Security is an Original Issue Discount Security, --If an Event of
Default with respect to Securities of this series shall occur and be
continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to--insert formula for determining the
amount. Upon payment (i) of the amount of principal so


                                      A-7
<PAGE>


declared due and payable and (ii) of interest on any overdue principal and
overdue interest (in each case to the extent that the payment of such interest
shall be legally enforceable), all of the Company's obligations in respect of
the payment of the principal of and interest, if any, on the Securities of this
series shall terminate.]

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

     As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Securities of this series, the Holders of not less than 25% in principal amount
of the Securities of this series at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such
Event of Default as Trustee and offered the Trustee reasonable indemnity, and
the Trustee shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of
indemnity. The foregoing shall not apply to any suit instituted by the Holder
of this Security for the enforcement of any payment of principal hereof or any
premium or interest hereon on or after the respective due dates expressed
herein.

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

     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Security are payable, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof
or his attorney duly authorized in writing, and thereupon one or more new
Securities of this


                                      A-8
<PAGE>


series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.

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

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

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

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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>ex5.txt
<TEXT>



                                                                      Exhibit 5



                                                     March 30, 2001



Masco Corporation
21001 Van Born Road
Taylor, Michigan  48180

     Re: Masco Corporation
         Registration Statement on Form S-3

Dear Sirs:

     I am acting as your counsel in connection with the Registration Statement
on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended, in which this opinion is included as Exhibit 5, registering securities
of Masco Corporation (the "Company"), including senior debt securities (the
"Senior Securities"), subordinated debt securities (the "Subordinated
Securities") and shares of Common Stock, $1.00 par value (the "Shares") and
related preferred stock purchase rights (the "Rights"). The Senior Securities
are to be issued under an Indenture dated as of February 12, 2001 between the
Company and Bank One Trust Company, National Association, as Trustee (the
"Senior Indenture"), and the Subordinated Securities are to be issued under an
Indenture between the Company and The Bank of New York, as Trustee (the
"Subordinated Indenture"). The Senior Securities and Subordinated Securities
are herein referred to as the "Securities," and the Senior Indenture and the
Subordinated Indenture are herein referred to as the "Indentures."

     In addition to the Shares and the related Rights, the Registration
Statement also registers an indeterminate number of shares of common stock of
the Company (the "Conversion Shares") and related Rights (the "Conversion
Rights") that may be issued upon conversion of convertible Securities.

     I or attorneys under my supervision upon whom I am relying, have examined
originals or copies, certified or otherwise identified to my satisfaction, of
such documents and corporate records, as I have deemed necessary or advisable
for the purpose of this opinion. Based upon the foregoing, I am of the opinion
that:

     (1) The Company has been duly incorporated and is a validly existing
corporation in good standing under the laws of the State of Delaware;

     (2) The Senior Indenture has been duly authorized, executed and delivered
by the Company and is a valid and binding obligation of the Company;


<PAGE>


Masco Corporation
March 30, 2001
Page 2


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

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

     (5) When the issuance of the Shares and the related Rights have been duly
authorized by appropriate corporate action and the Shares and related Rights
have been duly issued and sold as described in the Registration Statement,
including the Prospectus and Prospectus Supplements relating to the Shares and
the related Rights, the Shares and will be legally issued, fully paid and
non-assessable and the Rights will be valid and binding obligations of the
Company; and

     (6) When the issuance of the Conversion Shares and related Conversion
Rights issuable upon conversion of convertible Securities have been duly
authorized by appropriate corporate action and when the Conversion Shares and
related Conversion Rights have been issued upon conversion as described in the
Registration Statement, including the Prospectus and Prospectus Supplements
relating to such convertible Securities, the Conversion Shares will be legally
issued, fully paid and non-assessable and the related Conversion Rights will be
valid and binding obligations of the Company.

     I hereby consent to the filing of this opinion as Exhibit 5 to the
Company's Registration Statement on Form S-3. I also consent to the reference
to me under the caption "Legal Opinions" in the Prospectus.

                                                     Very truly yours,



                                                     John R. Leekley
                                                     Senior Vice President and
                                                       General Counsel

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>4
<FILENAME>ex23-1.txt
<TEXT>



                                                                   Exhibit 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated February 14, 2001 relating to the
financial statements and financial statement schedule, which appears in Masco
Corporation's Annual Report on Form 10-K for the year ended December 31, 2000.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.



PricewaterhouseCoopers LLP
Detroit, Michigan
March 29, 2001

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>5
<FILENAME>ex25-1.txt
<TEXT>



                                                                   Exhibit 25.1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                     UNDER THE TRUST INDENTURE ACT OF 1939
                 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

                CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY
                OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) _____


                  BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION
              (Exact name of trustee as specified in its charter)

    A National Banking Association                            31-0838515
                                                           (I.R.S. employer
                                                        identification number)

 100 East Broad Street, Columbus, Ohio                        43271-0181
(Address of principal executive offices)                      (Zip Code)

                  Bank One Trust Company, National Association
                             100 East Broad Street
                           Columbus, Ohio 43271-0181
                Attn: Steven M. Wagner, Director, (312) 407-1819
           (Name, address and telephone number of agent for service)

                               MASCO CORPORATION
              (Exact name of obligor as specified in its charter)



             Delaware                                         38-1794485
  (State or other jurisdiction of                          (I.R.S. employer
   incorporation or organization)                       identification number)

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


                        (Title of Indenture Securities)

<PAGE>


Item 1.  General Information. Furnish the following information as to the
         trustee:

         (a) Name and address of each examining or supervising authority to
         which it is subject.

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

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

         The trustee is authorized to exercise corporate trust powers.

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

         No such affiliation exists with the trustee.


Item 16. List of exhibits. List below all exhibits filed as a part of this
         Statement of Eligibility.

         1. A copy of the articles of association of the trustee now in effect.

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

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

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

         5. Not Applicable.

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


                                       2
<PAGE>


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

         8. Not Applicable.

         9. Not Applicable.


Pursuant to the requirements of the Trust Indenture Act of 1939, as amended,
the trustee, Bank One Trust Company, NA, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Chicago and State of
Illinois, on the 30th day of March, 2001.


                      Bank One Trust Company, NA,
                      Trustee

                      By ___________________________________________
                           /s/ Christopher Holly
                           Assistant Vice President


                                       3
<PAGE>


                                   EXHIBIT 1

                  A COPY OF THE ARTICLES OF ASSOCIATION OF THE
                             TRUSTEE NOW IN EFFECT

                              AMENDED AND RESTATED
                            ARTICLES OF ASSOCIATION
                                       of
                           BANK ONE TRUST COMPANY, NA


FIRST. The title of this Association shall be BANK ONE TRUST COMPANY, NA.

SECOND. The main office of the Association shall be in the City of Columbus,
County of Franklin, State of Ohio.

The business of the Association will be limited to the fiduciary powers and the
support of activities incidental to the exercise of those powers. The
Association will not expand or alter its business beyond that stated in this
article without the prior approval of the Comptroller of the Currency.

THIRD. The Board of Directors of this Association shall consist of not less
than five nor more than twenty-five persons, the exact number to be fixed and
determined from time to time by resolution of a majority of the full Board of
Directors or by resolution of a majority of the shareholders at any annual or
special meeting thereof. Each director shall own common or preferred stock of
the Association, or of a holding company owning the Association, with an
aggregate par, fair market or equity value of not less than $1,000, as of
either (i) the date of purchase, (ii) the date the person became a director, or
(iii) the date of that person's most recent election to the Board of Directors,
whichever is more recent. Any combination of common or preferred stock of the
Association or holding company may be used.

Any vacancy in the Board of Directors may be filled by action of a majority of
the remaining directors between meetings of shareholders. The Board of
Directors may not increase the number of directors between meetings of
shareholders to a number which: (1) exceeds by more than two the number of
directors last elected by shareholders where the number was 15 or less; or (2)
exceeds by more than four the number of directors last elected by shareholders
where the number was 16 or more, but in no event shall the number of directors
exceed 25.

Terms of directors, including directors selected to fill vacancies, shall
expire at the next regular meeting of shareholders at which directors are
elected, unless the directors resign or are removed from office.

Despite the expiration of a director's term, the director shall continue to
serve until his or her successor is elected and qualifies or until there is a
decrease in the number of directors and his or her position is eliminated.


                                       4
<PAGE>


Honorary or advisory members of the Board of Directors, without voting power or
power of final decision in matters concerning the business of the Association,
may be appointed by resolution of a majority of the full Board of Directors, or
by resolution of shareholders at any annual or special meeting. Honorary or
advisory directors shall not be counted to determine the number of directors of
the Association or the presence of a quorum in connection with any board
action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors
and transact whatever other business may be brought before the meeting. It
shall be held at the main office or any other convenient place the Board of
Directors may designate, on the day of each year specified therefor in the
Bylaws or, if that day falls on a legal holiday in the state in which the
Association is located, on the next following banking day. If no election is
held on the day fixed or in the event of a legal holiday on the following
banking day, an election may be held on any subsequent day within 60 days of
the day fixed, to be designated by the Board of Directors or, if the directors
fail to fix the day, by shareholders representing two-thirds of the shares
issued and outstanding. In all cases at least 10 days advance notice of the
meeting shall be given to the shareholders by first class mail.

In all elections of directors, the number of votes each common shareholder may
cast will be determined by multiplying the number of shares such shareholder
owns by the number of directors to be elected. Those votes may be cumulated and
cast for a single candidate or may be distributed among two or more candidates
in the manner selected by the shareholder. On all other questions, each common
shareholder shall be entitled to one vote for each share of stock held by such
shareholder. If the issuance of preferred stock with voting rights has been
authorized by a vote of shareholders owning a majority of the common stock of
the association, preferred shareholders will have cumulative voting rights and
will be included within the same class as common shareholders, for purposes of
elections of directors.

A director may resign at any time by delivering written notice to the Board of
Directors, its chairperson, or to the Association, which resignation shall be
effective when the notice is delivered unless the notice specifies a later
effective date.

A director may be removed by shareholders at a meeting called to remove him or
her, when notice of the meeting stating that the purpose or one of the purposes
is to remove him or her is provided, if there is a failure to fulfill one of
the affirmative requirements for qualification, or for cause, provided,
however, that a director may not be removed if the number of votes sufficient
to elect him or her under cumulative voting is voted against his or her
removal.

FIFTH. The authorized amount of capital stock of this Association shall be
eighty thousand shares of common stock of the par value of ten dollars ($10.00)
each; but said capital stock may be increased or decreased from time to time,
according to the provisions of the laws of the United States.

No holder of shares of the capital stock of any class of the Association shall
have any preemptive or preferential right of subscription to any shares of any
class of stock of the Association, whether now or hereafter authorized, or to
any obligations convertible into stock of the Association, issued or sold, nor
any right of subscription to any thereof other than such, if any, as the Board
of Directors, in its discretion, may from time to time


                                       5
<PAGE>


determine and at such price as the Board of Directors may from time to time fix.
Unless otherwise specified in the Articles of Association or required by law,
(1) all matters requiring shareholder action, including amendments to the
Articles of Association, must be approved by shareholders owning a majority
voting interest in the outstanding voting stock, and (2) each shareholder shall
be entitled to one vote per share.

Unless otherwise specified in the Articles of Association or required by law,
all shares of voting stock shall be voted together as a class on any matters
requiring shareholder approval. If a proposed amendment would affect two or
more classes or series in the same or a substantially similar way, all the
classes or series so affected must vote together as a single voting group on
the proposed amendment.

Shares of the same class or series may be issued as a dividend on a pro rata
basis and without consideration. Shares of another class or series may be
issued as share dividends in respect of a class or series of stock if approved
by a majority of the votes entitled to be cast by the class or series to be
issued unless there are no outstanding shares of the class or series to be
issued. Unless otherwise provided by the Board of Directors, the record date
for determining shareholders entitled to a share dividend shall be the date the
Board of Directors authorizes the share dividend.

Unless otherwise provided in the Bylaws, the record date for determining
shareholders entitled to notice of and to vote at any meeting is the close of
business on the day before the first notice is mailed or otherwise sent to the
shareholders, provided that in no event may a record date be more than 70 days
before the meeting.

If a shareholder is entitled to fractional shares pursuant to preemptive
rights, a stock dividend, consolidation or merger, reverse stock split or
otherwise, the Association may: (a) issue fractional shares or; (b) in lieu of
the issuance of fractional shares, issue script or warrants entitling the
holder to receive a full share upon surrendering enough script or warrants to
equal a full share; (c) if there is an established and active market in the
Association's stock, make reasonable arrangements to provide the shareholder
with an opportunity to realize a fair price through sale of the fraction, or
purchase of the additional fraction required for a full share; (d) remit the
cash equivalent of the fraction to the shareholder; or (e) sell full shares
representing all the fractions at public auction or to the highest bidder after
having solicited and received sealed bids from at least three licensed stock
brokers, and distribute the proceeds pro rata to shareholders who otherwise
would be entitled to the fractional shares. The holder of a fractional share is
entitled to exercise the rights for shareholder, including the right to vote,
to receive dividends, and to participate in the assets of the Association upon
liquidation, in proportion to the fractional interest. The holder of script or
warrants is not entitled to any of these rights unless the script or warrants
explicitly provide for such rights. The script or warrants may be subject to
such additional conditions as: (1) that the script or warrants will become void
if not exchanged for full shares before a specified date; and (2) that the
shares for which the script or warrants are exchangeable may be sold at the
option of the Association and the proceeds paid to scriptholders.


                                       6
<PAGE>


The Association, at any time and from time to time, may authorize and issue
debt obligations, whether or not subordinated, without the approval of the
shareholders. Obligations classified as debt, whether or not subordinated,
which may be issued by the Association without the approval of shareholders, do
not carry voting rights on any issue, including an increase or decrease in the
aggregate number of the securities, or the exchange or reclassification of all
or part of securities into securities of another class or series.

SIXTH. The Board of Directors shall appoint one of its members president of
this Association, and one of its members chairperson of the board and shall
have the power to appoint one or more vice presidents, a secretary who shall
keep minutes of the directors' and shareholders' meetings and be responsible
for authenticating the records of the Association, and such other officers and
employees as may be required to transact the business of this Association. A
duly appointed officer may appoint one or more officers or assistant officers
if authorized by the Board of Directors in accordance with the Bylaws.
The Board of Directors shall have the power to:

(1)  Define the duties of the officers, employees, and agents of the
     Association.

(2)  Delegate the performance of its duties, but not the responsibility for its
     duties, to the officers, employees, and agents of the Association.

(3)  Fix the compensation and enter into employment contracts with its officers
     and employees upon reasonable terms and conditions consistent with
     applicable law.

(4)  Dismiss officers and employees.

(5)  Require bonds from officers and employees and to fix the penalty thereof.

(6)  Ratify written policies authorized by the Association's management or
     committees of the board.

(7)  Regulate the manner in which any increase or decrease of the capital of
     the Association shall be made, provided that nothing herein shall restrict
     the power of shareholders to increase or decrease the capital of the
     association in accordance with law, and nothing shall raise or lower from
     two-thirds the percentage for shareholder approval to increase or reduce
     the capital.

(8)  Manage and administer the business and affairs of the Association.

(9)  Adopt initial Bylaws, not inconsistent with law or the Articles of
     Association, for managing the business and regulating the affairs of the
     Association.

(10) Amend or repeal Bylaws, except to the extent that the Articles of
     Association reserve this power in whole or in part to shareholders.

(11) Make contracts.

(12) Generally perform all acts that are legal for a Board of Directors to
     perform.


                                       7
<PAGE>


SEVENTH. The Board of Directors shall have the power to change the location of
the main office of this Association to any other place within the limits of the
City of Columbus, State of Ohio, without the approval of the shareholders; and
shall have the power to change the location of the main office of this
Association to any other place outside the limits of the City of Columbus,
State of Ohio, but not more than thirty miles beyond such limits, with the
affirmative vote of shareholders owning two-thirds of the stock of the
Association, subject to receipt of a certificate of approval from the
Comptroller of the Currency. The Board of Directors shall have the power to
establish or change the location of any branch or branches of the Association
to any other location permitted under applicable law without the approval of
the shareholders, subject to approval by the Office of the Comptroller of the
Currency. The Board of Directors shall have the power to establish or change
the location of any nonbranch office or facility of the Association without the
approval of the shareholders.

EIGHTH. The corporate existence of this Association shall continue until
termination according to the laws of the United States.

NINTH. The Board of Directors of this Association, or any shareholders owning,
in the aggregate, not less than 20 percent of the stock of this Association,
may call a special meeting of shareholders at any time. Unless otherwise
provided by the Bylaws or the laws of the United States, or waived by
shareholders, a notice of the time, place, and purpose of every annual and
special meeting of the shareholders shall be given by first-class mail, postage
prepaid, mailed at least 10, and no more than 60, days prior to the date of the
meeting to each shareholder of record at his/her address as shown upon the
books of this Association. Unless otherwise provided by the Bylaws, any action
requiring approval of shareholders must be effected at a duly called annual or
special meeting.

TENTH.  The Association shall provide indemnification as set forth below:

Every person who is or was a Director, officer or employee of the Association
or of any other corporation which he served as a Director, officer or employee
at the request of the Association as part of his regularly assigned duties may
be indemnified by the Association in accordance with the provisions of this
Article against all liability (including, without limitation, judgments, fines,
penalties, and settlements) and all reasonable expenses (including, without
limitation, attorneys' fees and investigative expenses) that may be incurred or
paid by him in connection with any claim, action, suit or proceeding, whether
civil, criminal or administrative (all referred to hereafter in this Article as
"Claims") or in connection with any appeal relating thereto in which he may
become involved as a party or otherwise or with which he may be threatened by
reason of his being or having been a Director, officer or employee of the
Association or such other corporation, or by reason of any action taken or
omitted by him in his capacity as such Director, officer or employee, whether
or not he continues to be such at the time such liability or expenses are
incurred; provided that nothing contained in this Article shall be construed to
permit indemnification of any such person who is adjudged guilty of, or liable
for, willful misconduct, gross neglect of duty or criminal acts, unless, at the
time such indemnification is sought, such indemnification in such instance is
permissible under applicable law and regulations, including published rulings
of the Comptroller of the Currency or other appropriate


                                       8
<PAGE>


supervisory or regulatory authority; and provided further that there shall be
no indemnification of Directors, officers, or employees against expenses,
penalties, or other payments incurred in an administrative proceeding or action
instituted by an appropriate regulatory agency which proceeding or action
results in a final order assessing civil money penalties or requiring
affirmative action by an individual or individuals in the form of payments to
the Association.

Every person who may be indemnified under the provisions of this Article and
who has been wholly successful on the merits with respect to any Claim shall be
entitled to indemnification as of right. Except as provided in the preceding
sentence, any indemnification under this Article shall be at the sole
discretion of the Board of Directors and shall be made only if the Board of
Directors or the Executive Committee acting by a quorum consisting of Directors
who are not parties to such Claim shall find or if independent legal counsel
(who may be the regular counsel of the Association) selected by the Board of
Directors or Executive Committee whether or not a disinterested quorum exists
shall render their opinion that in view of all of the circumstances then
surrounding the Claim, such indemnification is equitable and in the best
interests of the Association. Among the circumstances to be taken into
consideration in arriving at such a finding or opinion is the existence or
non-existence of a contract of insurance or indemnity under which the
Association would be wholly or partially reimbursed for such indemnification,
but the existence or non-existence of such insurance is not the sole
circumstance to be considered nor shall it be wholly determinative of whether
such indemnification shall be made. In addition to such finding or opinion, no
indemnification under this Article shall be made unless the Board of Directors
or the Executive Committee acting by a quorum consisting of Directors who are
not parties to such Claim shall find or if independent legal counsel (who may
be the regular counsel of the Association) selected by the Board of Directors
or Executive Committee whether or not a disinterested quorum exists shall
render their opinion that the Directors, officer or employee acted in good
faith in what he reasonably believed to be the best interests of the
Association or such other corporation and further in the case of any criminal
action or proceeding, that the Director, officer or employee reasonably
believed his conduct to be lawful. Determination of any Claim by judgment
adverse to a Director, officer or employee by settlement with or without Court
approval or conviction upon a plea of guilty or of nolo contendere or its
equivalent shall not create a presumption that a Director, officer or employee
failed to meet the standards of conduct set forth in this Article. Expenses
incurred with respect to any Claim may be advanced by the Association prior to
the final disposition thereof upon receipt of an undertaking satisfactory to
the Association by or on behalf of the recipient to repay such amount unless it
is ultimately determined that he is entitled to indemnification under this
Article.

The rights of indemnification provided in this Article shall be in addition to
any rights to which any Director, officer or employee may otherwise be entitled
by contract or as a matter of law. Every person who shall act as a Director,
officer or employee of this Association shall be conclusively presumed to be
doing so in reliance upon the right of indemnification provided for in this
Article.


                                       9
<PAGE>


ELEVENTH. These Articles of Association may be amended at any regular or
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount. The Association's Board of Directors may
propose one or more amendments to the Articles of Association for submission to
the shareholders.


                                      10
<PAGE>


                                   EXHIBIT 2

                 A COPY OF THE CERTIFICATE OF AUTHORITY OF THE
                          TRUSTEE TO COMMENCE BUSINESS



                                  CERTIFICATE


I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter No.
16235) is a National Banking Association formed under the laws of the United
States and is authorized thereunder to transact the business of banking on the
date of this Certificate.


                                   IN TESTIMONY WHEREOF, I have hereunto

                                   subscribed my name and caused my seal of

                                   office to be affixed to these presents at the

                                   Treasury Department in the City of

                                   Washington and District of Columbia, this

                                   24th day of March, 1999.




                                   /s/ John D. Hawke, Jr.
                                   ----------------------
                                   Comptroller of the Currency


                                      11
<PAGE>


                                   EXHIBIT 3


                   A COPY OF THE AUTHORIZATION OF THE TRUSTEE
                       TO EXERCISE CORPORATE TRUST POWERS


                                  CERTIFICATE



I, John D. Hawke, Jr., Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2. "Bank One Trust Company, National Association," Columbus, Ohio, (Charter No.
16235) was granted, under the hand and seal of the Comptroller, the right to
act in all fiduciary capacities authorized under the provisions of the Act of
Congress approved September 28, 1962, 76 Stat. 668, 12 U.S.C. 92a, and that the
authority so granted remains in full force and effect on the date of this
Certificate.


                                  IN TESTIMONY WHEREOF, I have hereunto

                                  subscribed my name and caused my seal of

                                  office to be affixed to these presents at the

                                  Treasury Department in the City of

                                  Washington and District of Columbia, this

                                  24th day of March, 1999.




                                  /s/ John D. Hawke, Jr.
                                  ----------------------
                                  Comptroller of the Currency


                                      12
<PAGE>


                                   EXHIBIT 4

                 A COPY OF THE EXISTING BY-LAWS OF THE TRUSTEE



                          BANK ONE TRUST COMPANY, N.A.
                                    BY-LAWS

                                   ARTICLE I

                            MEETINGS OF SHAREHOLDERS

SECTION 1.01. ANNUAL MEETING. The regular annual meeting of the shareholders of
the Bank for the election of Directors and for the transaction of such business
as may properly come before the meeting shall be held at its main office, or
other convenient place duly authorized by the Board of Directors, on the same
day upon which any regular or special Board meeting is held from and including
the first Monday of January to, and including, the fourth Monday of February of
each year, or on the next succeeding banking day, if the day fixed falls on a
legal holiday. If from any cause, an election of Directors is not made on the
day fixed for the regular meeting of the shareholders or, in the event of a
legal holiday, on the next succeeding banking day, the Board of Directors shall
order the election to be held on some subsequent day, as soon thereafter as
practicable, according to the provisions of law; and notice thereof shall be
given in the manner herein provided for the annual meeting. Notice of such
annual meeting shall be given by or under the direction of the Secretary, or
such other officer as may be designated by the Chief Executive Officer, by
first-class mail, postage prepaid, to all shareholders of record of the Bank at
their respective addresses as shown upon the books of the Bank mailed not less
than ten days prior to the date fixed for such meeting.

SECTION 1.02. SPECIAL MEETINGS. A special meeting of the shareholders of the
Bank may be called at any time by the Board of Directors or by any three or
more shareholders owning, in the aggregate, not less than ten percent of the
stock of the Bank. Notice of any special meeting of the shareholders called by
the Board of Directors, stating the time, place and purpose of the meeting,
shall be given by or under the direction of the Secretary, or such other
officer as is designated by the Chief Executive Officer, by first-class mail,
postage prepaid, to all shareholders of record of the Bank at their respective
addresses as shown upon the books of the Bank mailed not less than ten days
prior to the date fixed for such meeting. Any special meeting of shareholders
shall be conducted and its proceedings recorded in the manner prescribed in
these By-Laws for annual meetings of shareholders.


<PAGE>


SECTION 1.03. SECRETARY OF MEETING OF SHAREHOLDERS. The Board of Directors may
designate a person to be the secretary of the meeting of shareholders. In the
absence of a presiding officer, as designated by these By-Laws, the Board of
Directors may designate a person to act as the presiding officer. In the event
the Board of Directors fails to designate a person to preside at a meeting of
shareholders and a secretary of such meeting, the shareholders present or
represented shall elect a person to preside and a person to serve as secretary
of the meeting. The secretary of the meeting of shareholders shall cause the
returns made by the judges of election and other proceedings to be recorded in
the minute books of the Bank. The presiding officer shall notify the
Directors-elect of their election and to meet forthwith for the organization of
the new Board of Directors. The minutes of the meeting shall be signed by the
presiding officer and the secretary designated for the meeting.

SECTION 1.04. JUDGES OF ELECTION. The Board of Directors may appoint as many as
three shareholders to be judges of the election, who shall hold and conduct the
same, and who shall, after the election has been held, notify, in writing over
their signatures, the secretary of the meeting of shareholders of the result
thereof and the names of the Directors elected; provided, however, that upon
failure for any reason of any judge or judges of election, so appointed by the
Directors, to serve, the presiding officer of the meeting shall appoint other
shareholders or their proxies to fill the vacancies. The judges of election, at
the request of the chairman of the meeting, shall act as tellers of any other
vote by ballot taken at such meeting, and shall notify, in writing over their
signature, the secretary of the Board of Directors of the result thereof.

SECTION 1.05. PROXIES. In all elections of Directors, each shareholder of
record, who is qualified to vote under the provisions of Federal Law, shall
have the right to vote the number of shares of record in such shareholder's
name for as many persons as there are Directors to be elected, or to cumulate
such shares as provided by Federal Law. In deciding all other questions at
meetings of shareholders, each shareholder shall be entitled to one vote on
each share of stock of record in such shareholder's name. Shareholders may vote
by proxy duly authorized in writing. All proxies used at the annual meeting
shall be secured for that meeting only, or any adjournment thereof, and shall
be dated, if not dated by the shareholder, as of the date of the receipt
thereof. No officer or employee of this Bank may act as proxy.

SECTION 1.06. QUORUM. Holders of record of a majority of the shares of the
capital stock of the Bank, eligible to be voted, present either in person or by
proxy, shall constitute a quorum for the transaction of business at any meeting
of shareholders, but shareholders present at any meeting and constituting less
than a quorum may, without further notice, adjourn the meeting from time to
time until a quorum is obtained. A majority of the votes cast shall decide
every question or matter submitted to the shareholders at any meeting, unless
otherwise provided by law or by the Articles of Association.

                                   ARTICLE II
                                   DIRECTORS

SECTION 2.01. QUALIFICATIONS. Each Director shall have the qualifications
prescribed by law. No person elected as a Director may exercise any of the
powers of office until such Director has taken the oath of such office.


<PAGE>


SECTION 2.02. VACANCIES. Directors of the Bank shall hold office for one year
or until their successors are elected and qualified. Any vacancy in the Board
shall be filled by appointment of the remaining Directors, and any Director so
appointed shall hold office until the next election.

SECTION 2.03. ORGANIZATION MEETING. The Directors elected by the shareholders
shall meet for organization of the new Board of Directors at the time and place
fixed by the presiding officer of the annual meeting. If at the time fixed for
such meeting there is no quorum present, the Directors in attendance may
adjourn from time to time until a quorum is obtained. A majority of the number
of Directors elected by the shareholders shall constitute a quorum for the
transaction of business.

SECTION 2.04. REGULAR MEETINGS. The regular meetings of the Board of Directors
shall be held at such date, time and place as the Board may previously
designate, or should the Board fail to so designate, at such date, time and
place as the Chairman of the Board, Chief Executive Officer, or President may
fix. Whenever a quorum is not present, the Directors in attendance shall
adjourn the meeting to a time not later than the date fixed by the By-Laws for
the next succeeding regular meeting of the Board. Members of the Board of
Directors may participate in such meetings through use of conference telephone
or similar communications equipment, so long as all members participating in
such meetings can hear one another.

SECTION 2.05. SPECIAL MEETINGS. Special meetings of the Board of Directors
shall be held at the call of the Chairman of the Board, Chief Executive
Officer, or President, or at the request of two or more Directors. Any special
meeting may be held at such place and at such time as may be fixed in the call.
Written or oral notice shall be given to each Director not later than the day
next preceding the day on which the special meeting is to be held, which notice
may be waived in writing. The presence of a Director at any meeting of the
Board of Directors shall be deemed a waiver of notice thereof by such Director.
Whenever a quorum is not present, the Directors in attendance shall adjourn the
special meeting from day to day until a quorum is obtained. Members of the
Board of Directors may participate in such meetings through use of conference
telephone or similar communications equipment, so long as all members
participating in such meetings can hear one another.

SECTION 2.06. QUORUM. A majority of the Directors shall constitute a quorum at
any meeting, except when otherwise provided by law; but a lesser number may
adjourn any meeting, from time-to-time, and the meeting may be held, as
adjourned, without further notice. When, however, less than a quorum as herein
defined, but at least one-third and not less than two of the authorized number
of Directors are present at a meeting of the Directors, business of the Bank
may be transacted and matters before the Board approved or disapproved by the
unanimous vote of the Directors present.

SECTION 2.07. COMPENSATION. Each member of the Board of Directors shall receive
such fees for attendance at Board and Board committee meetings and such fees
for service as a Director, irrespective of meeting attendance, as from time to
time are fixed by resolution of the Board; provided, however, that payment
hereunder shall not be made to a Director for meetings attended and/or Board
service which are not for the Bank's sole


<PAGE>


benefit and which are concurrent and duplicative with meetings attended or
Board service for an affiliate of the Bank for which the Director receives
payment; and provided further that fees hereunder shall not be paid in the case
of any Director in the regular employment of the Bank or of one of its
affiliates. Each member of the Board of Directors, whether or not such Director
is in the regular employment of the Bank or of one of its affiliates, shall be
reimbursed for travel expenses incident to attendance at Board and Board
committee meetings.

SECTION 2.08. EXECUTIVE COMMITTEE. There may be a standing committee of the
Board of Directors known as the Executive Committee which shall possess and
exercise, when the Board is not in session, all the powers of the Board that
may lawfully be delegated. The Executive Committee shall consist of at least
three Board members, one of whom shall be the Chairman of the Board, Chief
Executive Officer or the President. The other members of the Executive
Committee shall be appointed by the Chairman of the Board, the Chief Executive
Officer, or the President, with the approval of the Board, and who shall
continue as members of the Executive Committee until their successors are
appointed, provided, however, that any member of the Executive Committee may be
removed by the Board upon a majority vote thereof at any regular or special
meeting of the Board. The Chairman, Chief Executive Officer, or President shall
fill any vacancy in the Executive Committee by the appointment of another
Director, subject to the approval of the Board of Directors. The Executive
Committee shall meet at the call of the Chairman, Chief Executive Officer, or
President or any two members thereof at such time or times and place as may be
designated. In the event of the absence of any member or members of the
Executive Committee, the presiding member may appoint a member or members of
the Board to fill the place or places of such absent member or members to serve
during such absence. Two members of the Executive Committee shall constitute a
quorum. When neither the Chairman of the Board, the Chief Executive Officer,
nor President are present, the Executive Committee shall appoint a presiding
officer. The Executive Committee shall report its proceedings and the action
taken by it to the Board of Directors.

SECTION 2.09. OTHER COMMITTEES. The Board of Directors may appoint such special
committees from time to time as are in its judgment necessary in the interest
of the Bank.

                                  ARTICLE III
                    OFFICERS, MANAGEMENT STAFF AND EMPLOYEES

SECTION 3.01.  OFFICERS AND MANAGEMENT STAFF.
(a) The executive officers of the Bank shall include a Chairman of the Board,
Chief Executive Officer, President, Chief Financial Officer, Secretary,
Security Officer, and may include one or more Senior Managing Directors or
Managing Directors. The Chairman of the Board, Chief Executive Officer,
President, any Senior Managing Director, any Managing Director, Chief Financial
Officer, Secretary, and Security Officer shall be elected by the Board. The
Chairman of the Board, Chief Executive Officer, and the President shall be
elected by the Board from their own number. Such officers as the Board shall
elect from their own number shall hold office from the date of their election
as officers until the organization meeting of the Board of Directors following
the next annual meeting of shareholders, provided, however, that such officers
may be relieved of their duties at any time by action of the Board of
Directors, in which event all the powers incident to their office shall
immediately terminate. The Chairman of the Board, Chief Executive Officer, or


<PAGE>


the President shall preside at all meetings of shareholders and meetings of the
Board of Directors.

(b) The management staff of the Bank shall include officers elected by the
Board, officers appointed by the Chairman of the Board, the Chief Executive
Officer, the President, any Senior Managing Director, any Managing Director,
the Chief Financial Officer, and such other persons in the employment of the
Bank who, pursuant to authorization by a duly authorized officer of the Bank,
perform management functions and have management responsibilities. Any two or
more offices may be held by the same person except that no person shall hold
the office of Chairman of the Board, Chief Executive Officer and/or President
and at the same time also hold the office of Secretary.

(c) Except as provided in the case of the elected officers who are members of
the Board, all officers and employees, whether elected or appointed, shall hold
office at the pleasure of the Board. Except as otherwise limited by law or
these By-Laws, the Board assigns to the Chairman of the Board, the Chief
Executive Officer, the President, any Senior Managing Director, any Managing
Director, the Chief Financial Officer, and/or each of their respective
designees the authority to control all personnel, including elected and
appointed officers and employees of the Bank, to employ or direct the
employment of such officers and employees as he or she may deem necessary,
including the fixing of salaries and the dismissal of such officers and
employees at pleasure, and to define and prescribe the duties and
responsibilities of all officers and employees of the Bank, subject to such
further limitations and directions as he or she may from time to time deem
appropriate.

(d) The Chairman of the Board, the Chief Executive Officer, the President, any
Senior Managing Director, any Managing Director, the Chief Financial Officer,
and any other officer of the Bank, to the extent that such officer is
authorized in writing by the Chairman of the Board, the Chief Executive
Officer, the President, any Senior Managing Director, any Managing Director, or
the Chief Financial Officer may appoint persons other than officers who are in
employment of the Bank to serve in management positions and in connection
therewith, the appointing officer may assign such title, salary,
responsibilities and functions as are deemed appropriate, provided, however,
that nothing contained herein shall be construed as placing any limitation on
the authority of the Chairman of the Board, the Chief Executive Officer, the
President, any Senior Managing Director, any Managing Director, or the Chief
Financial Officer as provided in this and other sections of these By-Laws.

(e) The Senior Managing Directors and the Managing Directors of the Bank shall
have general and active authority over the management of the business of the
Bank, shall see that all orders and resolutions of the Board of Directors are
carried into effect, and shall do or cause to be done all things necessary or
proper to carry on the business of the Bank in accordance with provisions of
applicable law and regulations. Each Senior Managing Director and Managing
Director shall perform all duties incident to his or her office and such other
and further duties, as may from time to time be required by the Chief Executive
Officer, the President, the Board of Directors, or the shareholders. The
specification of authority in these By-Laws wherever and to whomever granted
shall not be construed to limit in any manner the general powers of delegation
granted to a Senior Managing Director or a Managing Director in conducting the
business of the Bank. In the absence of a Senior Managing Director or a
Managing Director, such officer as is designated by the Senior Managing
Director or the Managing Director shall be vested with all the powers and
perform all the duties of the Senior Managing Director or the Managing Director
as defined by these By-Laws.


<PAGE>


(f) Each Managing Director who is assigned oversight of one or more trust
service offices shall appoint a management committee known as the Investment
Management and Trust Committee consisting of the Managing Director of the trust
service offices and at least three other members who shall be capable and
experienced officers of the Bank appointed from time to time by the Managing
Director and who shall continue as members of the Investment Management and
Trust Committee until their successors are appointed, provided, however, that
any member of the Investment Management and Trust Committee may be removed by
the Managing Director as provided in this and other sections of these By-Laws.
The Managing Director shall fill any vacancy in the Investment Management and
Trust Committee by the appointment of another capable and experienced officer
of the Bank. Each Investment Management and Trust Committee shall meet at such
date, time and place as the Managing Director shall fix. In the event of the
absence of any member or members of the Investment Management and Trust
Committee, the Managing Director may, in his or her discretion, appoint another
officer of the Bank to fill the place or places of such absent member or
members to serve during such absence. A majority of each Investment Management
and Trust Committee shall constitute a quorum. Each Investment Management and
Trust Committee shall carry out the policies of the Bank, as adopted by the
Board of Directors, which shall be formulated and executed in accordance with
State and Federal Law, Regulations of the Comptroller of the Currency, and
sound fiduciary principles. In carrying out the policies of the Bank, each
Investment Management and Trust Committee is hereby authorized to establish
management teams whose duties and responsibilities shall be specifically set
forth in the policies of the Bank. Each such management team shall report such
proceedings and the actions taken thereby to the Investment Management and
Trust Committee. Each Managing Director shall then report such proceedings and
the actions taken thereby to the Board of Directors.

SECTION 3.02. POWERS AND DUTIES OF MANAGEMENT STAFF. Pursuant to the fiduciary
powers granted to this Bank under the provisions of Federal Law and Regulations
of the Comptroller of the Currency, the Chairman of the Board, the Chief
Executive Officer, the President, the Senior Managing Directors, the Managing
Directors, the Chief Financial Officer, and those officers so designated and
authorized by the Chairman of the Board, the Chief Executive Officer, the
President, the Senior Managing Directors, the Managing Directors, or the Chief
Financial Officer are authorized for and on behalf of the Bank, and to the
extent permitted by law, to make loans and discounts; to purchase or acquire
drafts, notes, stocks, bonds, and other securities for investment of funds held
by the Bank; to execute and purchase acceptances; to appoint, empower and
direct all necessary agents and attorneys; to sign and give any notice required
to be given; to demand payment and/or to declare due for any default any debt
or obligation due or payable to the Bank upon demand or authorized to be
declared due; to foreclose any mortgages; to exercise any option, privilege or
election to forfeit, terminate, extend or renew any lease; to authorize and
direct any proceedings for the collection of any money or for the enforcement
of any right or obligation; to adjust, settle and compromise all claims of
every kind and description in favor of or against the Bank, and to give
receipts, releases and discharges therefor; to borrow money and in connection
therewith to make, execute and deliver notes, bonds or other evidences of
indebtedness; to pledge or hypothecate any securities or any stocks, bonds,
notes or any property real or personal held or owned by the Bank, or to
rediscount any notes or other obligations held or owned by the Bank, whenever
in his or her judgment it is reasonably necessary for the operation of the
Bank; and in furtherance of and in addition to the powers hereinabove set forth
to do all such acts and to take all such proceedings as in his or her judgment
are necessary and incidental to the operation of the Bank.


<PAGE>


SECTION 3.03. SECRETARY. The Secretary or such other officers as may be
designated by the Chief Executive Officer shall have supervision and control of
the records of the Bank and, subject to the direction of the Chief Executive
Officer, shall undertake other duties and functions usually performed by a
corporate secretary. Other officers may be designated by the Secretary as
Assistant Secretary to perform the duties of the Secretary.

SECTION 3.04. EXECUTION OF DOCUMENTS. Any member of the Bank's management staff
or any employee of the Bank designated as an officer on the Bank's payroll
system is hereby authorized for and on behalf of the Bank to sell, assign,
lease, mortgage, transfer, deliver and convey any real or personal property,
including shares of stock, bonds, notes, certificates of indebtedness
(including the assignment and redemption of registered United States
obligations) and all other forms of intangible property now or hereafter owned
by or standing in the name of the Bank, or its nominee, or held by the Bank as
collateral security, or standing in the name of the Bank, or its nominee, in
any fiduciary capacity or in the name of any principal for whom this Bank may
now or hereafter be acting under a power of attorney or as agent, and to
execute and deliver such partial releases from any discharges or assignments of
mortgages and assignments or surrender of insurance policies, deeds, contracts,
assignments or other papers or documents as may be appropriate in the
circumstances now or hereafter held by the Bank in its own name, in a fiduciary
capacity, or owned by any principal for whom this Bank may now or hereafter be
acting under a power of attorney or as agent; provided, however, that, when
necessary, the signature of any such person shall be attested or witnessed in
each case by another officer of the Bank. Any member of the Bank's management
staff or any employee of the Bank designated as an officer on the Bank's
payroll system is hereby authorized for and on behalf of the Bank to execute
any indemnity and fidelity bonds, trust agreements, proxies or other papers or
documents of like or different character necessary, desirable or incidental to
the appointment of the Bank in any fiduciary capacity, the conduct of its
business in any fiduciary capacity, or the conduct of its other banking
business; to sign and issue checks, drafts, orders for the payment of money and
certificates of deposit; to sign and endorse bills of exchange, to sign and
countersign foreign and domestic letters of credit, to receive and receipt for
payments of principal, interest, dividends, rents, fees and payments of every
kind and description paid to the Bank, to sign receipts for money or other
property acquired by or entrusted to the Bank, to guarantee the genuineness of
signatures on assignments of stocks, bonds or other securities, to sign
certifications of checks, to endorse and deliver checks, drafts, warrants,
bills, notes, certificates of deposit and acceptances in all business
transactions of the Bank; also to foreclose any mortgage, to execute and
deliver receipts for any money or property; also to sign stock certificates for
and on behalf of this Bank as transfer agent or registrar, and to authenticate
bonds, debentures, land or lease trust certificates or other forms of security
issued pursuant to any indenture under which this Bank now or hereafter is
acting as trustee or in any other fiduciary capacity; to execute and deliver
various forms of documents or agreements necessary to effectuate certain
investment strategies for various fiduciary or custody customers of the Bank,
including, without limitation, exchange funds, options, both listed and
over-the-counter, commodities trading, futures trading, hedge funds, limited
partnerships, venture capital funds, swap or collar transactions and other
similar investment vehicles for which the Bank now or in the future may deem
appropriate for investment of fiduciary customers or in which non-fiduciary
customers may direct investment by the Bank.


<PAGE>


Without limitation on the foregoing, the Chief Executive Officer, Chairman of
the Board, or President of the Bank shall have the authority from time to time
to appoint officers of the Bank as Vice President for the sole purpose of
executing releases or other documents incidental to the conduct of the Bank's
business in any fiduciary capacity where required by state law or the governing
document. In addition, other persons in the employment of the Bank or its
affiliates may be authorized by the Chief Executive Officer, Chairman of the
Board, President, Senior Managing Directors, Managing Directors, or Chief
Financial Officer to perform acts and to execute the documents described in the
paragraph above, subject, however, to such limitations and conditions as are
contained in the authorization given to such person.

SECTION 3.05. PERFORMANCE BOND. All officers and employees of the Bank shall be
bonded for the honest and faithful performance of their duties for such amount
as may be prescribed by the Board of Directors.

                                   ARTICLE IV
                         STOCKS AND STOCK CERTIFICATES

SECTION 4.01. STOCK CERTIFICATES. The shares of stock of the Bank shall be
evidenced by certificates which shall bear the signature of the Chairman of the
Board, the Chief Executive Officer, or the President (which signature may be
engraved, printed or impressed), and shall be signed manually by the Secretary,
or any other officer appointed by the Chief Executive Officer for that purpose.
In case any such officer who has signed or whose facsimile signature has been
placed upon such certificate shall have ceased to be such officer before such
certificate is issued, it may be issued by the Bank with the same effect as if
such officer had not ceased to be such at the time of its issue. Each such
certificate shall bear the corporate seal of the Bank, shall recite on its face
that stock represented thereby is transferable only upon the books of the Bank
when properly endorsed and shall recite such other information as is required
by law and deemed appropriate by the Board. The corporate seal may be facsimile
engraved or printed.

SECTION 4.02. STOCK ISSUE AND TRANSFER. The shares of stock of the Bank shall
be transferable only upon the stock transfer books of the Bank and, except as
hereinafter provided, no transfer shall be made or new certificates issued
except upon the surrender for cancellation of the certificate or certificates
previously issued therefor. In the case of the loss, theft, or destruction of
any certificate, a new certificate may be issued in place of such certificate
upon the furnishing of an affidavit setting forth the circumstances of such
loss, theft, or destruction and indemnity satisfactory to the Chairman of the
Board, the Chief Executive Officer, or the President. The Board of Directors or
the Chairman of the Board, Chief Executive Officer, or the President may
authorize the issuance of a new certificate therefor without the furnishing of
indemnity. Stock transfer books, in which all transfers of stock shall be
recorded, shall be provided. The stock transfer books may be closed for a
reasonable period and under such conditions as the Board of Directors may at


<PAGE>


any time determine, for any meeting of shareholders, the payment of dividends
or any other lawful purpose. In lieu of closing the transfer books, the Board
of Directors may, in its discretion, fix a record date and hour constituting a
reasonable period prior to the day designated for the holding of any meeting of
the shareholders or the day appointed for the payment of any dividend, or for
any other purpose at the time as of which shareholders entitled to notice of
and to vote at any such meeting or to receive such dividend or to be treated as
shareholders for such other purpose shall be determined, and only shareholders
of record at such time shall be entitled to notice of or to vote at such
meeting or to receive such dividends or to be treated as shareholders for such
other purpose.

                                   ARTICLE V
                            MISCELLANEOUS PROVISIONS

SECTION 5.01. SEAL. The seal of the Bank shall be circular in form with "SEAL"
in the center, and the name "BANK ONE TRUST COMPANY, NA" located clockwise
around the upper half of the seal.

SECTION 5.02. MINUTE BOOK. The organization papers of this Bank, the Articles
of Association, the returns of judges of elections, the By-Laws and any
amendments thereto, the proceedings of all regular and special meetings of the
shareholders and of the Board of Directors, and reports of the committees of
the Board of Directors shall be recorded in the minute books of the Bank. The
minutes of each such meeting shall be signed by the presiding officer and
attested by the secretary of the meeting.

SECTION 5.03. CORPORATE POWERS. The corporate existence of the Bank shall
continue until terminated in accordance with the laws of the United States. The
purpose of the Bank shall be to carry on the general business of a commercial
bank trust department and to engage in such activities as are necessary,
incident, or related to such business. The Articles of Association of the Bank
shall not be amended, or any other provision added elsewhere in the Articles
expanding the powers of the Bank, without the prior approval of the Comptroller
of the Currency.

SECTION 5.04. AMENDMENT OF BY-LAWS. The By-Laws may be amended, altered or
repealed, at any regular or special meeting of the Board of Directors, by a
vote of a majority of the Directors.


<PAGE>


As amended April 24, 1991        Section 3.01 (Officers and Management Staff)
                                 Section 3.02 (Chief Executive Officer)
                                 Section 3.03 (Powers and Duties of
                                 Officers and Management Staff)
                                 Section 3.05 (Execution of Documents)

As amended January 27, 1995      Section 2.04 (Regular Meetings)
                                 Section 2.05 (Special Meetings)
                                 Section 3.01(f) (Officers and Management Staff)
                                 Section 3.03(e) (Powers and Duties of Officers
                                 and Management Staff)
                                 Section 5.01 (Seal)

Amended and restated in its entirety effective May 1, 1996

As amended August 1, 1996        Section 2.09 (Trust Examining Committee)
                                 Section 2.10 (Other Committees)

As amended October 16, 1997      Section 3.01 (Officers and Management Staff)
                                 Section 3.02 (Powers and Duties of Officers and
                                 Management Staff)
                                 Section 3.04 (Execution of Documents)

As amended January 1, 1998       Section 1.01 (Annual Meeting)


<PAGE>


                                   EXHIBIT 6



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


                                                                 March 30, 2001


Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

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


                                    Very truly yours,

                                    Bank One Trust Company, NA



                           By: ______________________________________
                                    /s/ Christopher Holly
                            Assistant Vice President


<PAGE>


                                   EXHIBIT 7


<TABLE>
Legal Title of Bank:  Bank One Trust Company, N.A.       Call Date: 12/31/00       State #:  391581   FFIEC 032
Address:              100 Broad Street                   Vendor ID: D              Cert #:  21377     Page RC-1
City, State  Zip:     Columbus, OH 43271                 Transit #: 04400003

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for December 31, 2000

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

Schedule RC--Balance Sheet
                                                                                           Dollar Amounts in thousands     C300
                                                                                                                           ----
                                                                                           RCON     BIL MIL THOU
                                                                                           ----     ------------

ASSETS
1.  Cash and balances due from depository institutions (from Schedule
    RC-A):                                                                                 RCON
                                                                                           ----
<S>                                                                                        <C>        <C>                  <C>
    a. Noninterest-bearing balances and currency and coin(1) ...................           0081          64,969             1.a
    b. Interest-bearing balances(2) ............................................           0071               0             1.b
2.  Securities
    a. Held-to-maturity securities(from Schedule RC-B, column A) ...............           1754               0             2.a
    b. Available-for-sale securities (from Schedule RC-B, column D).............           1773           4,286             2.b
3.  Federal funds sold and securities purchased under agreements to resell                 1350       1,056,754             3.
4.  Loans and lease financing receivables:
    a. Loans and leases, net of unearned income (from Schedule                             RCON
                                                                                           ----
       RC-C)....................................................................           2122         346,052             4.a
    b. LESS: Allowance for loan and lease losses................................           3123             372             4.b
    c. LESS: Allocated transfer risk reserve....................................           3128               0             4.c
    d. Loans and leases, net of unearned income, allowance, and                            RCON
                                                                                           ----
       reserve (item 4.a minus 4.b and 4.c).....................................           2125         345,680             4.d
5.  Trading assets (from Schedule RD-D).........................................           3545               0             5.
6.  Premises and fixed assets (including capitalized leases)....................           2145          21,835             6.
7.  Other real estate owned (from Schedule RC-M)................................           2150               0             7.
8.  Investments in unconsolidated subsidiaries and associated
    companies (from Schedule RC-M)..............................................           2130               0             8.
9.  Customers' liability to this bank on acceptances outstanding................           2155               0             9.
10. Intangible assets (from Schedule RC-M)......................................           2143          13,697            10.
11. Other assets (from Schedule RC-F)...........................................           2160         131,390            11.
12. Total assets (sum of items 1 through 11)....................................           2170       1,638,611            12.


(1)  Includes cash items in process of collection and unposted debits.
(2)  Includes time certificates of deposit not held for trading.


<PAGE>


Legal Title of Bank:  Bank One Trust Company, N.A.       Call Date: 12/31/00       State #:  391581   FFIEC 032
Address:              100 Broad Street                   Vendor ID: D              Cert #:  21377     Page RC-2
City, State  Zip:     Columbus, OH 43271                 Transit #: 04400003


Schedule RC-Continued
                                                                                                 Dollar Amounts in
                                                                                                     Thousands
                                                                                                     ---------
LIABILITIES
13. Deposits:                                                                              RCON
    a. In domestic offices (sum of totals of columns A and C                               ----
       from Schedule RC-E, part 1)..............................................           2200       1,410,826            13.a
       (1) Noninterest-bearing(1)...............................................           6631         830,363            13.a1
       (2) Interest-bearing.....................................................           6636         580,463            13.a2
    b. In foreign offices, Edge and Agreement subsidiaries, and
       IBFs (from Schedule RC-E, part II).......................................
       (1) Noninterest bearing..................................................
       (2) Interest-bearing.....................................................
14. Federal funds purchased and securities sold under agreements
    to repurchase:                                                                         RCFD 2800          0            14
15. a. Demand notes issued to the U.S. Treasury                                            RCON 2840          0            15.a
    b. Trading Liabilities(from Sechedule RC-D).................................           RCFD 3548          0            15.b

16. Other borrowed money:                                                                  RCON
                                                                                           ----
    a. With original maturity of one year or less...............................           2332               0            16.a
    b. With original  maturity of more than one year............................           A547               0            16.b
    c.  With original maturity of more than three years.........................           A548               0            16.c

17. Not applicable
18. Bank's liability on acceptance executed and outstanding ....................           2920               0            18.
19. Subordinated notes and debentures...........................................           3200               0            19.
20. Other liabilities (from Schedule RC-G)......................................           2930          75,186            20.
21. Total liabilities (sum of items 13 through 20)..............................           2948       1,486,012            21.
22. Not applicable
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus...............................           3838               0            23.
24. Common stock................................................................           3230             800            24.
25. Surplus (exclude all surplus related to preferred stock) ...................           3839          45,157            25.
26. a. Undivided profits and capital reserves...................................           3632         106,620            26.a
    b. Net unrealized holding gains (losses) on available-for-sale
       securities...............................................................           8434              22            26.b
    c. Accumulated net gains (losses) on cash flow hedges.......................           4336               0            26.c
27. Cumulative foreign currency translation adjustments ........................
28. Total equity capital (sum of items 23 through 27) ..........................           3210         152,599            28.
29. Total liabilities, limited-life preferred stock, and equity
    capital (sum of items 21, 22, and 28).......................................           3300       1,638,611            29.


<PAGE>


Memorandum
To be reported only with the March Report of Condition.
<S>                                                                  <C>
1.  Indicate in the box at the right the number of the statement below that best describes the  most
    comprehensive level of auditing work performed for the bank by independent external                        N/A       Number
    auditors as of any date during 1996.........................................................RCFD 6724.....           M 1
1 = Independent audit of the bank conducted in accordance            4. = Directors' examination of the bank performed by other
    with generally accepted auditing standards by a certified             external auditors (may be required by state chartering
    public accounting firm which submits a report on the bank             authority)
2 = Independent audit of the bank's parent holding company           5  = Review of the bank's financial statements by external
    conducted in accordance with generally accepted auditing              auditors
    standards by a certified public accounting firm which            6  = Compilation of the bank's financial statements by external
    submits a report on the consolidated holding company                  auditors
    (but not on the bank separately)                                 7  = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in                  8 =  No external audit work
    accordance with generally accepted auditing standards
    by a certified public accounting firm (may be required by
    state chartering authority)

(1) Includes total demand deposits and noninterest-bearing time and savings deposits.
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.2
<SEQUENCE>6
<FILENAME>ex25-2.txt
<TEXT>



                                                                   Exhibit 25.2


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

                                    FORM T-1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            STATEMENT OF ELIGIBILITY
                   UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

                      CHECK IF AN APPLICATION TO DETERMINE
                      ELIGIBILITY OF A TRUSTEE PURSUANT TO
                             SECTION 305(b)(2) [ ]

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

                              THE BANK OF NEW YORK
              (Exact name of trustee as specified in its charter)

New York                                            13-5160382
(State of incorporation                             (I.R.S. employer
if not a U.S. national bank)                        identification no.)

One Wall Street, New York, N.Y.                     10286
(Address of principal executive offices)            (Zip code)

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

                               MASCO CORPORATION
              (Exact name of obligor as specified in its charter)

Delaware                                            38-1794485
(State or other jurisdiction of                     (I.R.S. employer
incorporation or organization)                      identification no.)
21001 Van Born Road
Taylor, Michigan                                    48180
(Address of principal executive offices)            (Zip code)

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

                                Debt Securities
                      (Title of the indenture securities)

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


<PAGE>


1.   General information. Furnish the following information as to the Trustee:

     (a)  Name and address of each examining or supervising authority to which
          it is subject.

- -------------------------------------------------------------------------------
                Name                                    Address
- -------------------------------------------------------------------------------
 Superintendent of Banks of the State      2 Rector Street, New York, N.Y.
 of New York                               10006, and Albany, N.Y. 12203

 Federal Reserve Bank of New York          33 Liberty Plaza, New York, N.Y.
                                           10045

 Federal Deposit Insurance Corporation     Washington, D.C.  20429

 New York Clearing House Association       New York, New York 10005

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

     Yes.

2.   Affiliations with Obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     None.

16.  List of Exhibits.

     Exhibits identified in parentheses below, on file with the Commission, are
     incorporated herein by reference as an exhibit hereto, pursuant to Rule
     7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
     229.10(d).

     1.   A copy of the Organization Certificate of The Bank of New York
          (formerly Irving Trust Company) as now in effect, which contains the
          authority to commence business and a grant of powers to exercise
          corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
          filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
          Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
          to Form T-1 filed with Registration Statement No. 33-29637.)

     4.   A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
          filed with Registration Statement No. 33-31019.)

     6.   The consent of the Trustee required by Section 321(b) of the Act.
          (Exhibit 6 to Form T-1 filed with Registration Statement No.
          33-44051.)


                                     - 2 -
<PAGE>


     7.   A copy of the latest report of condition of the Trustee published
          pursuant to law or to the requirements of its supervising or
          examining authority.



                                     - 3 -
<PAGE>


                                   SIGNATURE

     Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 28th day of March, 2001.


                                           THE BANK OF NEW YORK


                                           By: /s/ MING SHIANG
                                              ----------------------------------
                                              Name:  MING SHIANG
                                              Title: VICE PRESIDENT


                                     - 4 -
<PAGE>


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

                      Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business December 31,
2000, published in accordance with a call made by the Federal Reserve Bank of
this District pursuant to the provisions of the Federal Reserve Act.

                                                            Dollar Amounts
ASSETS                                                       In Thousands
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..      $ 3,083,720
   Interest-bearing balances...........................        4,949,333
Securities:
   Held-to-maturity securities.........................          740,315
   Available-for-sale securities.......................        5,328,981
Federal funds sold and Securities purchased under
   agreements to resell................................        5,695,708
Loans and lease financing receivables:
   Loans and leases, net of unearned income............       36,590,456
   LESS: Allowance for loan and lease losses...........          598,536
   LESS: Allocated transfer risk reserve...............           12,575
   Loans and leases, net of unearned income,
     allowance, and reserve............................       35,979,345
Trading Assets.........................................       11,912,448
Premises and fixed assets (including capitalized
   leases).............................................          763,241
Other real estate owned................................            2,925
Investments in unconsolidated subsidiaries and
   associated companies................................          183,836
Customers' liability to this bank on acceptances
   outstanding.........................................          424,303
Intangible assets......................................        1,378,477
Other assets...........................................        3,823,797
                                                             -----------
Total assets...........................................      $74,266,429
                                                             ===========

<PAGE>


LIABILITIES
Deposits:
   In domestic offices.................................      $28,328,548
   Noninterest-bearing.................................       12,637,384
   Interest-bearing....................................       15,691,164
   In foreign offices, Edge and Agreement
     subsidiaries, and IBFs............................       27,920,690
   Noninterest-bearing.................................          470,130
   Interest-bearing....................................       27,450,560
Federal funds purchased and Securities sold under
   agreements to repurchase............................        1,437,916
Demand notes issued to the U.S.Treasury................          100,000
Trading liabilities....................................        2,049,818
Other borrowed money:
   With remaining maturity of one year or less.........        1,279,125
   With remaining maturity of more than one year
     through three years...............................                0
   With remaining maturity of more than three years....           31,080
Bank's liability on acceptances executed and
   outstanding.........................................          427,110
Subordinated notes and debentures......................        1,646,000
Other liabilities......................................        4,604,478
                                                             -----------
Total liabilities......................................       67,824,765
                                                             ===========
EQUITY CAPITAL
Common stock...........................................        1,135,285
Surplus................................................        1,008,775
Undivided profits and capital reserves.................        4,308,492
Net unrealized holding gains (losses) on
   available-for-sale securities.......................           27,768
Accumulated net gains (losses) on cash flow hedges                     0
Cumulative foreign currency translation adjustments....          (38,656)
                                                             -----------
Total equity capital...................................        6,441,664
                                                             -----------
Total liabilities and equity capital...................      $74,266,429
                                                             ===========


<PAGE>


     I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

                                                               Thomas J. Mastro

     We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.


Thomas A. Renyi          ]
Alan R. Griffith         ]              Directors
Gerald L. Hassell        ]


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

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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