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<SEC-DOCUMENT>0000950172-03-003216.txt : 20031106
<SEC-HEADER>0000950172-03-003216.hdr.sgml : 20031106
<ACCEPTANCE-DATETIME>20031105215807
ACCESSION NUMBER:		0000950172-03-003216
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		13
FILED AS OF DATE:		20031106

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STANLEY WORKS
		CENTRAL INDEX KEY:			0000093556
		STANDARD INDUSTRIAL CLASSIFICATION:	CUTLERY, HANDTOOLS & GENERAL HARDWARE [3420]
		IRS NUMBER:				060548860
		STATE OF INCORPORATION:			CT
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-110279
		FILM NUMBER:		03980904

	BUSINESS ADDRESS:	
		STREET 1:		1000 STANLEY DR
		STREET 2:		P O BOX 7000
		CITY:			NEW BRITAIN
		STATE:			CT
		ZIP:			06053
		BUSINESS PHONE:		8602255111

	MAIL ADDRESS:	
		STREET 1:		1000 STANLEY DR
		CITY:			NEW BRITAIN
		STATE:			CT
		ZIP:			06053
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>ny466823.txt
<TEXT>
      As filed with the Securities and Exchange Commission on November 5, 2003.
                                                   Registration No. 333-_____

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  ____________
                                    FORM S-3
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                                  ____________


                               THE STANLEY WORKS
             (Exact name of Registrant as specified in its charter)


             CONNECTICUT                          06-0548860
   (State or other jurisdiction of             (I.R.S. Employer
    incorporation or organization)           Identification No.)

                                  ____________
                               1000 STANLEY DRIVE
                         NEW BRITAIN, CONNECTICUT 06053
                                 (860) 225-5111

    (Address, Including Zip Code, and Telephone Number, Including Area Code,
                  of Registrant's Principal Executive Offices)
                                   __________
                              BRUCE H. BEATT, ESQ.
                 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                               THE STANLEY WORKS
                               1000 STANLEY DRIVE
                         NEW BRITAIN, CONNECTICUT 06053
                           TELEPHONE: (860) 225-5111

           (Name, Address, Including Zip Code, and Telephone Number,
                   Including Area Code, of Agent for Service)

                                    Copy to:
                           GREGORY A. FERNICOLA, ESQ.
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                               FOUR TIMES SQUARE
                         NEW YORK, NEW YORK 10036-6522
                                 (212) 735-3000
                                ________________
                  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED
           SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE
            DATE OF THIS REGISTRATION STATEMENT AS DETERMINED BY THE
                                   REGISTRANT

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

<PAGE>
         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |x|

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

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

         If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|

<TABLE>
<CAPTION>
                              ____________________

                        CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
 TITLE OF EACH CLASS OF SECURITIES    AMOUNT TO BE    PROPOSED MAXIMUM        PROPOSED MAXIMUM         AMOUNT OF
          TO BE REGISTERED             REGISTERED    OFFERING PRICE PER   AGGREGATE OFFERING PRICE   REGISTRATION
                                                        UNIT (1) (2)               (2) (3)                FEE

- --------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                   <C>                 <C>                     <C>
Debt Securities (4)                        __                __                      __                   __
- --------------------------------------------------------------------------------------------------------------------
Preferred Stock (4)                        __                __                      __                   __
- --------------------------------------------------------------------------------------------------------------------
Common Stock (4)                           __                __                      __                   __
- --------------------------------------------------------------------------------------------------------------------
Depositary Shares (4)
- --------------------------------------------------------------------------------------------------------------------
Warrants (5)
- --------------------------------------------------------------------------------------------------------------------
Stock Purchase Contracts (6)               __                __                      __                   __
- --------------------------------------------------------------------------------------------------------------------
Stock Purchase Units (7)                   __                __                      __                   __
- --------------------------------------------------------------------------------------------------------------------
TOTAL (8)                             $900,000,000          100%                $900,000,000            $72,810
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The proposed maximum offering price per unit will be determined from time
      to time by the registrant in connection with the sale of the securities
      registered hereunder.

(2)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457 under the Securities Act of 1933, as amended. The
      aggregate public offering price of all securities registered hereby will
      not exceed $900,000,000 or the equivalent thereof on the date of issuance
      in one or more foreign currencies, foreign currency units or composite
      currencies. Such amount represents the issue price rather than the
      principal amount of any debt securities issued at an original issue
      discount.

(3)   Exclusive of accrued interest and dividends, if any.

(4)   There is being registered hereunder an indeterminate number of shares of
      common stock, $2.50 par value per share, preferred stock without par
      value, and depositary shares and an indeterminate principal amount of
      debt securities (each, an "offered security") as may, from time to time,
      be (a) issued or sold at indeterminate prices or (b) issued upon
      conversion of, or exchange for, any securities being registered hereunder
      that provide for conversion into, or exchange for, an offered security.
      Includes offered securities that may be purchased by underwriters to
      cover over-allotments, if any.

(5)   There is being registered hereunder an indeterminate amount of warrants
      (as may, from time to time, be issued or sold at indeterminate prices)
      representing rights to purchase certain of the debt securities, common
      stock, preferred stock, or depositary shares registered hereunder or
      securities of third parties or other rights, including rights to receive
      payment in cash or securities based on the value, rate or price of one or
      more specified commodities, currencies, securities or indices, or any
      combination of the foregoing. Includes warrants that may be purchased by
      underwriters to cover over-allotments, if any.

(6)   There is being registered hereunder an indeterminate amount of stock
      purchase contracts (as may, from time to time, be issued or sold at
      indeterminate prices) obligating holders to purchase from or sell to us,
      and


                                       2
<PAGE>

      obligating us to sell to or purchase from the holders, a specified number
      of shares of common stock or other securities at a future date or dates.
      Includes stock purchase contracts that may be purchased by underwriters
      to cover over-allotments, if any.

(7)   There is being registered hereunder an indeterminate amount of stock
      purchase units (as may, from time to time, be issued or sold at
      indeterminate prices) each representing ownership of a stock purchase
      contract and debt securities, preferred securities or debt obligations of
      third parties, including U.S. treasury securities or any combination of
      the foregoing, securing the holders' obligations to purchase our common
      stock or other securities under the stock purchase contracts. Includes
      stock purchase units that may be purchased by underwriters to cover
      over-allotments, if any.

(8)   As described in note (2) above, the aggregate public offering price of
      all securities issued from time to time pursuant to this registration
      statement will not exceed $900,000,000 or the equivalent thereof in one
      or more foreign currencies, foreign currency units or composite
      currencies.

                              ____________________


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


                                       3
<PAGE>


                 SUBJECT TO COMPLETION, DATED NOVEMBER 5, 2003

PROSPECTUS

                                  $900,000,000

                               THE STANLEY WORKS

                                 Common Stock,
                                Preferred Stock
                                Debt Securities
                                    Warrants
                               Depositary Shares
                            Stock Purchase Contracts
                                      and
                              Stock Purchase Units

         We may offer, issue and sell, together or separately:

                  o        shares of our common stock;

                  o        shares of our preferred stock;

                  o        debt securities, which may be senior debt securities
                           or subordinated debt securities;

                  o        warrants to purchase our debt securities, shares of
                           our common stock, shares of our preferred stock,
                           depositary shares or securities of third parties or
                           other rights;

                  o        depositary shares representing an interest in our
                           preferred stock;

                  o        stock purchase contracts to purchase shares of our
                           common stock; and

                  o        stock purchase units, each representing ownership of
                           a stock purchase contract and debt securities,
                           preferred securities or debt obligations of
                           third-parties, including U.S. treasury securities or
                           any combination of the foregoing, securing the
                           holder's obligation to purchase our common stock or
                           other securities under the stock purchase contracts.

         We will provide the specific terms of these securities in one or more
supplements to this prospectus. You should read this prospectus and the
accompanying prospectus supplement carefully before you make your investment
decision.

         THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED
BY A PROSPECTUS SUPPLEMENT.

         We may offer securities through underwriting syndicates managed or
co-managed by one or more underwriters or dealers, through agents or directly
to purchasers. The prospectus supplement for each offering of securities will
describe in detail the plan of distribution for that offering. For general
information about the distribution of securities offered, please see "Plan of
Distribution" in this prospectus.

         Our common stock is listed on the New York Stock Exchange under the
trading symbol "SWK."



<PAGE>

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION, NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


              The date of this prospectus is      , 2003




                                       2
<PAGE>


                               TABLE OF CONTENTS

                                                                        Page


About this Prospectus....................................................2
Where You Can Find More Information......................................3
Special Note Regarding Forward-looking Statements........................5
The Stanley Works........................................................7
Use of Proceeds..........................................................8
Ratio of Earnings to Fixed Charges.......................................8
Description of Securities................................................9
Description of Debt Securities...........................................9
Description of Capital Stock............................................23
Description of Warrants.................................................29
Description of Depositary Shares........................................32
Description of Stock Purchase Contracts and Stock Purchase Units........35
Plan of Distribution....................................................36
Legal Matters...........................................................39
Experts.................................................................39





<PAGE>

                             ABOUT THIS PROSPECTUS

         This prospectus is part of a registration statement on Form S-3 that
we filed with the Securities and Exchange Commission using a shelf registration
process. Under this shelf process, we may sell any combination of the
securities described in this prospectus in one or more offerings up to a total
dollar amount of $900,000,000 or the equivalent denominated in foreign
currencies. This prospectus provides you with a general description of the
securities we may offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information about the terms of
that offering. This prospectus does not contain all of the information included
in the registration statement. For a more complete understanding of the
offering of the securities, you should refer to the registration statement,
including its exhibits. The prospectus supplement may also add to, update or
change information contained in this prospectus, and may also contain
information about any material federal income tax considerations relating to
the securities covered by the prospectus supplement. You should read both this
prospectus and any prospectus supplement together with additional information
under the heading "Where You Can Find More Information."

         You should rely only on the information contained or incorporated by
reference in this prospectus and any prospectus supplement. We have not
authorized anyone to provide you with different information. We are not making
offers to sell the securities in any jurisdiction in which an offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make an offer or solicitation.

         The information in this prospectus is accurate as of the date on the
front cover. You should not assume that the information contained in this
prospectus is accurate as of any other date.

         When used in this prospectus, the terms "The Stanley Works," "we,"
"our" and "us" refer to The Stanley Works and its consolidated subsidiaries,
unless otherwise specified or the context otherwise requires.


                                       2
<PAGE>


                      WHERE YOU CAN FIND MORE INFORMATION

         We file annual, quarterly and special reports, proxy statements and
other information with the SEC under the Securities Exchange Act of 1934. You
may read and copy all or any portion of this information at the SEC's principal
office in Washington, D.C. , and copies of all or any part thereof may be
obtained from the Public Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices located at 175 W.
Jackson Blvd., Suite 900, Chicago, Illinois 60604 and at 233 Broadway, New
York, New York 10279, after payment of fees prescribed by the SEC. Please call
the SEC at 1-800-SEC-0330 for further information about the public reference
rooms. The SEC also maintains a web site that contains reports, proxy
statements and other information about issuers, like The Stanley Works, who
file electronically with the SEC. The address of that site is www.sec.gov.

         You can also inspect reports, proxy statements and other information
about The Stanley Works at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.

         This prospectus is part of the registration statement and does not
contain all of the information included in the registration statement. Whenever
a reference is made in this prospectus to any contract or other document of The
Stanley Works, the reference may not be complete and you should refer to the
exhibits that are a part of the registration statement for a copy of the
contract or document.

         The SEC allows us to "incorporate by reference" information into this
prospectus, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this prospectus,
except for any information superseded by information contained directly in this
prospectus. This prospectus incorporates by reference the documents set forth
below that The Stanley Works has previously filed with the SEC. These documents
contain important information about The Stanley Works and its finances.

      o  Our annual report on Form 10-K for the fiscal year ended December 28,
         2002;

      o  Our quarterly report on Form 10-Q for the quarter ended March 29,
         2003;

      o  Our quarterly report on Form 10-Q for the quarter ended June 28, 2003,
         as amended by Form 10-Q/A thereto;

      o  Our current reports on Form 8-K filed January 17, 2003, January 24,
         2003, April 9, 2003, April 29, 2003, May 8, 2003, May 21, 2003; July
         22, 2003 and October 22, 2003;

      o  The Definitive Proxy Statement of The Stanley Works filed with the
         Commission on April 3, 2003; and

      o  The description of our common stock contained in our registration
         statement on Form 8-A (SEC file No. 001-5224), filed with the SEC on
         October 29, 1985, and any amendment or report filed for the purpose of
         updating such description.


                                       3
<PAGE>

         All documents filed by us pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this prospectus
and before the termination of the offering shall also be deemed to be
incorporated herein by reference. In addition, all documents filed by us
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of the initial registration statement and prior to the effectiveness of
the registration statement shall be deemed to be incorporated herein by
reference. Any statement contained in any document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained in
this prospectus or in any other subsequently filed document which also is or is
deemed to be incorporated by reference in this prospectus modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
prospectus.

         To obtain a copy of these filings at no cost, you may write or
telephone us at the following address:

                                    The Stanley Works
                                    1000 Stanley Drive
                                    New Britain, Connecticut 06053
                                    Attention: Treasurer
                                    (860) 225-5111

    EXHIBITS TO THE FILINGS WILL NOT BE SENT, HOWEVER, UNLESS THOSE EXHIBITS
     HAVE SPECIFICALLY BEEN INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS.


                                       4
<PAGE>

                             SPECIAL NOTE REGARDING
                           FORWARD-LOOKING STATEMENTS

         This document and the documents incorporated by reference in this
document may include "forward looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act. All statements,
other than statements of historical facts, that address activities, events or
developments that we intend, expect, project, believe or anticipate will or may
occur in the future are forward looking statements. Those statements are
characterized by terminology such as "believe," "anticipate," "should,"
"intend," "plan," "will," "expects," "estimates," "projects," "positioned,"
"strategy" and similar expressions. These statements are based on assumptions
and assessments made by our management in light of its experience and its
perception of historical trends, current conditions, expected future
developments and other factors it believes to be appropriate, and are not
guarantees of future performance.

         We have identified factors that could cause actual plans or results to
differ materially from those included in any forward-looking statements. These
factors include, but are not limited to:

      o  failure to realize expected benefits of our acquisition on November
         25, 2002 of Best Lock Corporation or other recent acquisitions;

      o  inability to maintain current production rates in our manufacturing
         facilities;

      o  failure of marketing and/or sales efforts;

      o  inability of the sales force to adapt to changes made in the sales
         organization and achieve adequate customer coverage;

      o  inability to fulfill demand for new and existing products;

      o  failure of acceptance of new products;

      o  failure to successfully integrate recently acquired businesses with
         existing businesses and the failure to achieve the sales plans for
         such businesses;

      o  increasing competition, and changes in trade, monetary and fiscal
         policies and laws, inflation, currency exchange fluctuations and the
         impact of dollar/foreign currency exchange rates and interest rates on
         our competitiveness or the competitiveness of our products;

      o  pricing pressure and other changes within competitive markets and the
         ability to defend market share;

      o  continued consolidation of customers in consumer channels and
         inventory pressures on and from such customers;

      o  outcomes of pending and future litigation;


                                       5
<PAGE>

      o  events that cause or may cause disruption in distribution and sales
         networks such as port closures or labor shortages, war, political
         unrest and recessionary or expansive trends in world economies;

      o  future labor disputes;

      o  inability to continue improvements in productivity and cost reductions
         including inventory reductions, payment terms and reducing selling,
         general and administrative expenses as a percentage of sales;

      o  the strength of the United States economy and the strength of foreign
         currencies, including without limitation, the Euro;

      o  inability to continue to successfully close certain facilities and
         reduce workforce;

      o  failure to increase the efficiency of routine business processes;

      o  failure to mitigate the effects of any material cost inflation;

      o  availability of vendors to perform outsourced functions;

      o  failure to recruit and train new employees;

      o  failure of recruiting programs and other efforts to maintain or expand
         overall Mac Tools truck count;

      o  the failure of our efforts to restructure our Mac Tools organization
         in order to return it to profitability, including, without limitation,
         our ability to liquidate certain Mac Tools' retail channel assets at a
         satisfactory price;

      o  the failure of our efforts to decentralize our operations functions,
         primarily into our Tools and Access Solutions business groups;

      o  inability to identify and engage a successor CEO on a timely basis;
         and

      o  failure to satisfy the contingencies necesssary to implement the terms
         of a contract entered into during the third quarter of 2003 in the
         Tools segment that will involve the acquisition of assets, as well as
         marketing, sourcing and manufacturing cooperation.

         Actual results may differ materially from those expressed or implied
by forward-looking statements. Please take into account that forward-looking
statements speak only as of the date of this prospectus or, in the case of
documents incorporated by reference in this prospectus, the date of any such
document. We do not undertake any obligation to publicly correct or update any
forward looking statement if we later become aware that it is not likely to be
achieved. You are advised, however, to consult any further disclosures we make
on related subjects in reports to the SEC.


                                       6
<PAGE>

                               THE STANLEY WORKS

         We were founded in 1843 by Frederick T. Stanley and incorporated in
1852. We are a worldwide producer of tools and door products for professional,
industrial and consumer use. Stanley(R) is a brand recognized around the world
for quality and value. Our principal executive office is located at 1000
Stanley Drive, New Britain, Connecticut 06053 and our telephone number is (860)
225-5111.

         Our operations are classified into two business segments: Tools and
Doors. The Tools segment manufactures and markets carpenters, mechanics,
pneumatic and hydraulic tools as well as tool sets. These products are
distributed directly to retailers (including home centers, mass merchants and
retail lumber yards) and end users as well as through third party distributors.
Carpenters tools include hand tools such as measuring instruments, planes,
hammers, knives and blades, screwdrivers, saws, garden tools, chisels, boring
tools, masonry, tile and drywall tools, as well as electronic stud sensors,
levels, alignment tools and elevation measuring systems.

         The Doors segment manufactures and markets commercial and residential
doors, both automatic and manual, as well as closet doors and systems, home
decor, door and consumer hardware and commercial mechanical access hardware and
electronic access controls. Products in the Doors segment include residential
insulated steel, reinforced fiberglass and wood entrance door systems, vinyl
patio doors, mirrored closet doors and closet organizing systems, automatic
doors as well as related door hardware products ranging from hinges, hasps,
bolts and latches to shelf brackets and mechanical and electronic lock sets and
access controls.

         We believe that we are one of the largest manufacturers of hand tools
in the world featuring a broader line than any other toolmaker. We also believe
that we are a leader in the manufacture and sale of pneumatic fastening tools
and related fasteners to the construction, furniture and pallet industries as
well as a leading manufacturer of hydraulic tools used for construction,
railroads, utilities and public works. In the Doors segment, we believe that we
are a United States leader in the manufacture and sale of insulated steel
residential entrance doors, commercial hardware products, mirrored closet doors
and hardware for sliding, folding and pocket doors and the United States leader
in the manufacture, sale and installation of automatic sliding and swing
powered doors.


                                       7
<PAGE>

                                USE OF PROCEEDS

         Except as otherwise set forth in the prospectus supplement, we expect
to use the net proceeds from the sale of securities for general corporate
purposes, including the financing of our operations, the possible repayment of
short-term indebtedness, and possible business acquisitions. Pending any
specific application, we may initially invest funds in short-term marketable
securities or apply them to the reduction of short-term indebtedness.

         If required, we will include a more detailed description of the use of
proceeds from any specific offering of securities in the prospectus supplement
relating to that offering.


                       RATIO OF EARNINGS TO FIXED CHARGES

         The following table sets forth our ratio of earnings to fixed charges
for the periods indicated:

<TABLE>
<CAPTION>

                                            NINE                         FISCAL YEAR ENDED
                                           MONTHS
                                           ENDED
                                         SEPTEMBER 27,    December 28,   December 29,     December 30,   January 1,   January 2,
                                         ------------     -----------    ------------     -----------    ----------   ----------
                                            2003            2002            2001             2000           2000        1999
                                         ------------     -----------    ------------     -----------    ----------   ----------
<S>                                        <C>              <C>             <C>             <C>            <C>          <C>
Ratio of Earnings to Fixed Charges (a)     4.39x            7.70x           6.27x           6.89x          5.88x        5.71x

____________________

(a)      The ratio of earnings to fixed charges is calculated on a total enterprise basis. Earnings represent earnings
         before income taxes and fixed charges. Fixed charges represent interest incurred plus that portion of rental
         expense deemed to be interest. The ratios are based solely on historical financial information.
</TABLE>


                                       8
<PAGE>

                           DESCRIPTION OF SECURITIES

         This prospectus contains summary descriptions of the debt securities,
common stock, preferred stock, warrants, depositary shares, stock purchase
contracts and stock purchase units that we may sell from time to time. These
summary descriptions are not meant to be complete descriptions of each
security. However, this prospectus and the accompanying prospectus supplement
contain the material terms of the securities being offered.

                         DESCRIPTION OF DEBT SECURITIES

         As used in this prospectus, debt securities means the debentures,
notes, bonds and other evidences of indebtedness that we may issue separately,
upon exercise of a debt warrant, in connection with a stock purchase contract
or as part of a stock purchase unit from time to time. The debt securities will
either be senior debt securities or subordinated debt securities. Senior debt
securities will be issued under a "Senior Indenture" and subordinated debt
securities will be issued under a "Subordinated Indenture." This prospectus
sometimes refers to the Senior Indenture and the Subordinated Indenture
collectively as the "Indentures." The trustee under the Indentures is JPMorgan
Chase Bank.

         The forms of Indentures are filed as exhibits to the registration
statement. The statements and descriptions in this prospectus or in any
prospectus supplement regarding provisions of the Indentures and debt
securities are summaries thereof, do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all of the provisions
of the Indentures and the debt securities, including the definitions therein of
certain terms.

         As used in this "Description of Debt Securities," the terms "The
Stanley Works," "we," "our" and "us" refer to The Stanley Works, a Connecticut
corporation, and do not, unless otherwise specified, include the subsidiaries
of this Connecticut corporation.

GENERAL

         The debt securities will be our direct unsecured obligations. The
senior debt securities will rank equally with all of our other senior and
unsubordinated debt. The subordinated debt securities will be subordinate and
junior in right of payment to all of our present and future senior indebtedness
to the extent and in the manner set forth in the Subordinated Indenture.

         Since our operations are partially conducted through our subsidiaries,
the cash flow and the consequent ability to service our indebtedness, including
the notes, is partially dependent upon the earnings of our subsidiaries and the
distribution of those earnings or upon the payments of funds by those
subsidiaries to us. Our subsidiaries are separate and distinct legal entities
and have no obligation, contingent or otherwise, to pay any amounts due
pursuant to the notes or to make funds available to us, whether by dividends,
loans or other payments. In addition, the payment of dividends and the making
of loans and advances to us by our subsidiaries may be subject to contractual
or statutory restrictions, are contingent upon the earnings of those
subsidiaries and are subject to various business considerations. Any right we
may have to receive assets of any of our subsidiaries upon their liquidation or
reorganization

                                       9
<PAGE>

(and the consequent right of the holders of our debt securities to participate
in those assets) will be effectively subordinated to the claims of such
subsidiary's creditors, including trade creditors.

         The Indentures do not limit the aggregate principal amount of debt
securities that we may issue and provide that we may issue debt securities from
time to time in one or more series, in each case with the same or various
maturities, at par or at a discount. We may issue additional debt securities of
a particular series without the consent of the holders of the debt securities
of such series outstanding at the time of the issuance. Any such additional
debt securities, together with all other outstanding debt securities of that
series, will constitute a single series of debt securities under the applicable
Indenture. The Indentures also do not limit our ability to incur other debt.

         Each prospectus supplement will describe the terms relating to the
specific series of debt securities being offered. These terms will include some
or all of the following:

      o  the title of debt securities and whether they are subordinated debt
         securities or senior debt securities;

      o  any limit on the aggregate principal amount of the debt securities;

      o  the price or prices at which we will sell the debt securities;

      o  the maturity date or dates of the debt securities;

      o  the rate or rates of interest, if any, which may be fixed or variable,
         at which the debt securities will bear interest, or the method of
         determining such rate or rates, if any;

      o  the date or dates from which any interest will accrue or the method by
         which such date or dates will be determined;

      o  the right, if any, to extend the interest payment periods and the
         duration of any such deferral period, including the maximum
         consecutive period during which interest payment periods may be
         extended;

      o  whether the amount of payments of principal of (and premium, if any)
         or interest on the debt securities may be determined with reference to
         any index, formula or other method, such as one or more currencies,
         commodities, equity indices or other indices, and the manner of
         determining the amount of such payments;

o        the dates on which we will pay interest on the debt securities and the
         regular record date for determining who is entitled to the interest
         payable on any interest payment date;

      o  the place or places where the principal of (and premium, if any) and
         interest on the debt securities will be payable;

                                      10
<PAGE>

      o  if we possess the option to do so, the periods within which and the
         prices at which we may redeem the debt securities, in whole or in
         part, pursuant to optional redemption provisions, and the other terms
         and conditions of any such provisions;

      o  our obligation, if any, to redeem, repay or purchase debt securities
         by making periodic payments to a sinking fund or through an analogous
         provision or at the option of holders of the debt securities, and the
         period or periods within which and the price or prices at which we
         will redeem, repay or purchase the debt securities, in whole or in
         part, pursuant to such obligation, and the other terms and conditions
         of such obligation;

      o  the denominations in which the debt securities will be issued, if
         other than denominations of $1,000 and integral multiples of $1,000;

      o  the portion, or methods of determining the portion, of the principal
         amount of the debt securities which we must pay upon the acceleration
         of the maturity of the debt securities in connection with an Event of
         Default (as described below), if other than the full principal amount;

      o  the currency, currencies or currency unit in which we will pay the
         principal of (and premium, if any) or interest, if any, on the debt
         securities, if not United States dollars;

      o  provisions, if any, granting special rights to holders of the debt
         securities upon the occurrence of specified events;

      o  any deletions from, modifications of or additions to the Events of
         Default or our covenants with respect to the applicable series of debt
         securities, and whether or not such Events of Default or covenants are
         consistent with those contained in the applicable Indenture;

      o  the application, if any, of the terms of the Indenture relating to
         defeasance and covenant defeasance (which terms are described below)
         to the debt securities;

      o  whether the subordination provisions summarized below or different
         subordination provisions will apply to the debt securities;

      o  the terms, if any, upon which the holders may convert or exchange the
         debt securities into or for our common stock, preferred stock or other
         securities or property;

      o  whether any of the debt securities will be issued in global form and,
         if so, the terms and conditions upon which global debt securities may
         be exchanged for certificated debt securities;

      o  any change in the right of the trustee or the requisite holders of
         debt securities to declare the principal amount thereof due and
         payable because of an Event of Default;

      o  the depositary for global or certificated debt securities;

      o  any special tax implications of the debt securities;

                                      11
<PAGE>

      o  any trustees, authenticating or paying agents, transfer agents or
         registrars or other agents with respect to the debt securities; and

      o  any other terms of the debt securities.

         Unless otherwise specified in the applicable prospectus supplement,
the debt securities will not be listed on any securities exchange.

         Unless otherwise specified in the applicable prospectus supplement,
debt securities will be issued in fully-registered form without coupons.

         Debt securities may be sold at a substantial discount below their
stated principal amount, bearing no interest or interest at a rate which at the
time of issuance is below market rates. The applicable prospectus supplement
will describe the federal income tax consequences and special considerations
applicable to any such debt securities. The debt securities may also be issued
as indexed securities or securities denominated in foreign currencies, currency
units or composite currencies, as described in more detail in the prospectus
supplement relating to any of the particular debt securities. The prospectus
supplement relating to specific debt securities will also describe any special
considerations and certain additional tax considerations applicable to such
debt securities.

SUBORDINATION

         The prospectus supplement relating to any offering of subordinated
debt securities will describe the specific subordination provisions. However,
unless otherwise noted in the prospectus supplement, subordinated debt
securities will be subordinate and junior in right of payment to all of our
Senior Indebtedness, to the extent and in the manner set forth in the
Subordinated Indenture.

         Under the Subordinated Indenture, "Senior Indebtedness" means all of
our obligations in respect of any of the following, whether outstanding at the
date of execution of the Subordinated Indenture or thereafter incurred or
created:

      o  the principal of (and premium, if any) and interest due on our
         indebtedness for borrowed money;

      o  all obligations guaranteed by us for the repayment of borrowed money,
         whether or not evidenced by bonds, debentures, notes or other written
         instruments;

      o  all obligations guaranteed by us evidenced by bonds, debentures, notes
         or similar written instruments, including obligations assumed or
         incurred in connection with the acquisition of property, assets or
         businesses (provided, however, that the deferred purchase price of any
         other business or property or assets shall not be considered
         indebtedness if the purchase price thereof is payable in full within
         90 days from the date on which such obligation was created);

      o  any obligations of ours as lessee under leases required to be
         capitalized on the balance sheet of the lessee under generally
         accepted accounting principles;

                                      12
<PAGE>

      o  all of our obligations for the reimbursement on any letter of credit,
         banker's acceptance, security purchase facility or similar credit
         transaction;

      o  all of our obligations in respect of interest rate swap, cap or other
         agreements, interest rate future or options contracts, currency swap
         agreements, currency future or option contracts and other similar
         agreements;

      o  all obligations of the types referred to above of other persons for
         the payment of which we are responsible or liable as obligor,
         guarantor or otherwise; and

      o  all obligations of the types referred to above of other persons
         secured by any lien on any of our property or assets (whether or not
         such obligation is assumed by us).

         Senior Indebtedness does not include:

      o  indebtedness or monetary obligations to trade creditors created or
         assumed by us in the ordinary course of business in connection with
         the obtaining of materials or services;

      o  indebtedness that is by its terms subordinated to or ranks equal with
         the subordinated debt securities; and

      o  any of our indebtedness to our affiliates unless otherwise expressly
         provided in the terms of any such indebtedness.

         Senior Indebtedness shall continue to be Senior Indebtedness and be
entitled to the benefits of the subordination provisions irrespective of any
amendment, modification or waiver of any term of such Senior Indebtedness.

         Unless otherwise noted in the accompanying prospectus supplement, if
we default in the payment of any principal of (or premium, if any) or interest
on any Senior Indebtedness when it becomes due and payable, whether at maturity
or at a date fixed for prepayment or by declaration or otherwise, then, unless
and until such default is cured or waived or ceases to exist, we will make no
direct or indirect payment (in cash, property, securities, by set-off or
otherwise) in respect of the principal of, or premium, if any, or interest on
the subordinated debt securities or in respect of any redemption, retirement,
purchase or other requisition of any of the subordinated debt securities.

         In the event of the acceleration of the maturity of any subordinated
debt securities, the holders of all senior debt securities outstanding at the
time of such acceleration will first be entitled to receive payment in full of
all amounts due on the senior debt securities before the holders of the
subordinated debt securities will be entitled to receive any payment of
principal (and premium, if any) or interest on the subordinated debt
securities.

         If any of the following events occurs, we will pay in full all Senior
Indebtedness before we make any payment or distribution under the subordinated
debt securities, whether in cash, securities or other property (other than
securities of The Stanley Works or any other corporation provided for by a plan



                                      13
<PAGE>

of reorganization or readjustment the payment of which is subordinate, at the
least to the extent provided pursuant to these subordination provisions, to the
payment of all senior indebtedness then outstanding and to any securities
issued in respect thereof under any such plan of reorganization or
readjustment), to any holder of subordinated debt securities:

      o  any dissolution or winding-up or liquidation or reorganization of
         ours, whether voluntary or involuntary or in bankruptcy, insolvency or
         receivership;

      o  any general assignment by us for the benefit of creditors; or

      o  any other marshaling of our assets or liabilities.

         In such event, any payment or distribution under the subordinated debt
securities, whether in cash, securities or other property, which would
otherwise (but for the subordination provisions) be payable or deliverable in
respect of the subordinated debt securities, will be paid or delivered directly
to the holders of Senior Indebtedness in accordance with the priorities then
existing among such holders until all Senior Indebtedness has been paid in
full. If any payment or distribution under the subordinated debt securities is
received by the trustee of any subordinated debt securities in contravention of
any of the terms of the Subordinated Indenture and before all the Senior
Indebtedness has been paid in full, such payment or distribution or security
will be received in trust for the benefit of, and paid over or delivered and
transferred to, the holders of the Senior Indebtedness at the time outstanding
in accordance with the priorities then existing among such holders for
application to the payment of all Senior Indebtedness remaining unpaid to the
extent necessary to pay all such Senior Indebtedness in full.

         By reason of this subordination, in the event of insolvency, our
creditors who are holders of Senior Indebtedness, as well as certain of our
general creditors, may recover more, ratably, than the holders of the
subordinated debt securities.

         The Subordinated Indenture does not limit the issuance of additional
Senior Indebtedness.

CERTAIN COVENANTS

         Except as set forth below or in any indenture supplemental to the
Indentures or in a board resolution of ours establishing a series of securities
under the Indentures, the Indentures will not:

      o  limit the amount of indebtedness or lease obligations that may be
         incurred by us and our subsidiaries; or

      o  contain provisions which would give holders of the notes the right to
         require us to repurchase their notes in the event of a decline in the
         credit rating of our debt securities resulting from a change in
         control, recapitalization or similar restructuring or in the case of
         any other event.


                                      14
<PAGE>

         LIMITATION ON LIENS

         The Senior Indenture will provide that if we or any Restricted
Subsidiary shall issue, assume or guarantee any evidence of indebtedness for
money borrowed ("Indebtedness") secured by a mortgage, security interest,
pledge or lien ("Mortgage") on any Principal Property, or shares of stock or
Indebtedness of any Restricted Subsidiary, we will secure or cause such
Restricted Subsidiary to secure any debt securities issued under the Senior
Indenture (the "Senior Securities") equally and ratably with such secured
Indebtedness, unless the aggregate amount of all such secured Indebtedness,
together with all Attributable Debt outstanding pursuant to the first paragraph
of the "Limitation on Sale and Lease-back Transactions" covenant described
below, would not exceed 10% of Consolidated Net Worth. The Subordinated
Indenture does not contain a similar limitation on liens.

         Such limitation will not apply to Indebtedness secured by (a)
Mortgages on property of any corporation existing at the time such corporation
becomes a Restricted Subsidiary, (b) Mortgages on any property existing at the
date of the indenture or at the time of acquisition by us or a Restricted
Subsidiary (including acquisition through merger or consolidation), (c)
Mortgages securing Indebtedness of a Restricted Subsidiary to us or to another
Restricted Subsidiary, (d) purchase money and construction Mortgages entered
into within specified time limits, (e) mechanics' liens, tax liens, liens in
favor of any governmental body to secure progress, advance or other payments or
the acquisition of real or personal property from any governmental body
pursuant to contract or provision of statute, any other liens, charges and
encumbrances incidental to construction, conduct of business or ownership of
property of ours or any Restricted Subsidiary which were not incurred in
connection with borrowing money, obtaining advances or credits or the
acquisition of property and in the aggregate do not materially impair use of
any Principal Property or which are being contested in good faith, or (f) any
extension, renewal or replacement of any of the aforementioned Mortgages not in
excess of the principal amount of such Indebtedness plus the fee incurred in
connection with such transaction.

         LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS

         The Senior Indenture will provide that neither we nor any Restricted
Subsidiary may enter into any sale and lease-back transaction involving any
Principal Property unless the aggregate amount of all Attributable Debt with
respect to such transactions, together with all Indebtedness outstanding
pursuant to the first paragraph of the "Limitation on Liens" covenant described
above, would not exceed 10% of Consolidated Net Worth.

         Such limitation will not apply to any sale and lease-back transaction
if (a) the lease is for a period of not more than three years, (b) the
purchaser's commitment is obtained within a specified period after the
acquisition, construction or placing in service of the Principal Property, (c)
the rent payable pursuant to such lease is to be reimbursed under a contract
with the United States Government or instrumentality or agency thereof, (d) the
transaction is between us and a Restricted Subsidiary or between Restricted
Subsidiaries, (e) we or such Restricted Subsidiary would be entitled as
described in "Limitation on Liens," above, to mortgage such Principal Property
without equally and ratably securing the Senior Securities, or (f) we or such
Restricted Subsidiary, within 180 days after the effective date of the
transaction, apply to the retirement of Senior Securities or other Indebtedness
of ours or a Restricted


                                      15
<PAGE>

Subsidiary an amount equal to (A) either (i) the lesser of the net proceeds of
the sale or transfer or the book value at the date of such sale or transfer of
the Principal Property leased, if the transaction is for cash, or (ii) the fair
market value of the Principal Property leased, if the transaction is for other
than cash, minus (B) the amount equal to the principal amount of Senior
Securities delivered to the trustee within such 180 days for cancellation and
the principal amount of Indebtedness voluntarily retired (including any premium
or fee paid in connection therewith) within such 180 days.

         CONSOLIDATION, MERGER AND SALE OF ASSETS

         We may consolidate or merge with or into any other corporation, and we
may sell or transfer all or substantially all of our assets to another
corporation, provided, among other things, that (a) the corporation formed by
or resulting from any such consolidation or merger or the transferee of such
assets shall be a corporation organized and existing under the laws of the
United States, any state thereof or the District of Columbia and shall
expressly assume by supplemental indenture payment of the principal of and
premium, if any, and interest, if any, on the debt securities issued under
either the Senior Indenture or the Subordinated Indenture and the performance
and observance of the indenture and (b) we or such successor corporation shall
not immediately thereafter be in default under the indenture.

         DEFINITION OF CERTAIN TERMS

         "Restricted Subsidiary" means a Subsidiary (i) substantially all the
property of which is located, or substantially all the business of which is
carried on, within the United States, and (ii) which owns a Principal Property;
provided, however, that the term shall not include any Subsidiary which is
solely or primarily engaged in the business of providing or obtaining financing
for the sale or lease of products sold or leased by us or any Subsidiary or
which is primarily engaged in the business of a finance company either on a
secured or an unsecured basis.

         "Principal Property" means all real property and tangible personal
property constituting a manufacturing plant located within the United States
owned by us or a Restricted Subsidiary, exclusive of (i) motor vehicles, mobile
materials-handling equipment and other rolling stock, (ii) office furnishings
and equipment, information and electronic data processing equipment, (iii) any
property financed through obligations issued by a state or possession of the
United States, or any political subdivision or instrumentality of the
foregoing, on which the interest is not, in the opinion of tax counsel of
recognized standing or in accordance with a ruling issued by the Internal
Revenue Service, includable in gross income of the holder by reason of Section
103(a) of the Internal Revenue Code (or any successor to such provision) as in
effect at the time of the issuance of such obligations, (iv) any real property
held for development or sale, or (v) any property the gross book value of which
(including related land and improvements thereon and all machinery and
equipment included therein without deduction of any depreciation reserves) is
less than 10% of Consolidated Net Worth or which our board of directors
determines is not material to the operation of our business and our
Subsidiaries taken as a whole.

         "Consolidated Net Worth" means the excess over current liabilities of
all assets properly appearing on our consolidated balance sheet after deducting
the minority interests of others in Subsidiaries. A Subsidiary is defined to
mean any corporation of which at least a majority of all outstanding stock
having ordinary voting power in the election of directors of such corporation
is at the

                                      16
<PAGE>

time, directly or indirectly, owned by us or by one or more Subsidiaries of
ours or by us and one or more Subsidiaries.

         "Attributable Debt" in respect of any Sale and Lease-Back Transaction
means, as of the time of the determination, the lesser of (i) the sale price of
the Principal Property so leased multiplied by a fraction the numerator of
which is the remaining portion of the base term of the lease included in such
transaction and the denominator of which is the base term of such lease, and
(ii) the total obligation (discounted to present value at the implicit interest
factor, determined in accordance with generally accepted financial practice,
included in the rental payments or, if such interest factor cannot readily be
determined, at a rate of interest of 10% per annum, compounded semi-annually)
of the lessee for rental payments (other than amounts required to be paid on
account of property taxes as well as maintenance, repairs, insurance, water
rates and other items which do not constitute payments for property rights)
during the remaining portion of the base term of lease included in such
transaction.

EVENTS OF DEFAULT

         The following events are defined in the Indentures as "Events of
Default":

      o  default in the payment of any installment of interest on any debt
         securities in such series for 30 days after becoming due;

      o  default in the payment of principal or premium, if any, of any debt
         securities in such series when due;

      o  default in the performance of any other covenant for 90 days after
         notice;

      o  involuntary acceleration of the maturity of our indebtedness in excess
         of $10 million for money borrowed which acceleration shall not be
         rescinded or annulled or otherwise cured, or which indebtedness shall
         not be discharged, within 10 days after notice;

      o  entry of certain court orders which would require us to make payments
         exceeding $25 million and where 60 days have passed since the entry of
         the order without it having been satisfied or stayed;

      o  certain events of bankruptcy, insolvency or reorganization; and

      o  any other Event of Default that may be set forth in the supplemental
         indenture or board resolution with respect to a particular series of
         debt securities.

         If an Event of Default shall occur and be continuing with respect to a
series of debt securities, either the trustee or the holders of at least 25% in
principal amount of the outstanding debt securities (or such lesser amount as
may be provided for in the Securities of such series) of such series may
declare the entire principal amount of all the debt securities of such series
to be due and payable.

         The Indentures will provide that the trustee shall, within 90 days
after the occurrence of default with respect to a particular series of debt
securities, give the holders of the debt securities of such series


                                      17
<PAGE>

notice of such default known to it (the term default to mean the events
specified above without grace periods); provided that, except in the case of
default in the payment of principal or premium, if any, or interest, if any, on
any of the debt securities of such series, the trustee shall be protected in
withholding such notice if it in good faith determines the withholding of such
notice is in the interest of the holders of the debt securities of such series.

         We are required to furnish the trustee annually a statement by certain
of our officers to the effect that to the best of their knowledge we are not in
default in the fulfillment of any of our obligations under the Indentures or,
if there has been a default in the fulfillment of any such obligation,
specifying each such default. No holder of any debt securities of any
particular series shall have any right to institute any judicial or other
proceeding with respect to the Indentures, or for the appointment of a receiver
or trustee, or for any other remedy unless:

      o  an Event of Default shall have occurred and be continuing and such
         holder shall have given the trustee prior written notice of such
         continuing Event of Default;

      o  the holders of not less than 25% of the outstanding principal amount
         of debt securities of a particular series shall have requested the
         trustee for such series to institute proceedings in respect of such
         Event of Default;

      o  the trustee shall have been offered reasonable indemnity against its
         costs, expenses and liabilities in complying with such request;

      o  the trustee shall have failed to institute proceedings 60 days after
         the receipt of such notice, request and offer of indemnity; and

      o  no direction inconsistent with such written request shall have been
         given for 60 days by the holders of a majority in principal amount of
         the outstanding debt securities of such series.

         The holders of a majority in principal amount of a particular series
of debt securities outstanding will have the right, subject to certain
limitations, to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee with respect to such series or
exercising any trust or power conferred to the trustee, and to waive certain
defaults. The Indentures will provide that in case an Event of Default shall
occur and be continuing, the trustee shall exercise such of its rights and
powers under the Indentures, 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. Subject to such provisions, the trustee will be
under no obligation to exercise any of its rights or powers under the
Indentures at the request of any of the holders of debt securities of a
particular series unless they shall have offered to the trustee security or
indemnity reasonably satisfactory to the trustee against the costs, expenses
and liabilities which might be incurred by it in compliance with such request.

         DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

         If indicated in the applicable prospectus supplement, we may discharge
or defease our obligations under each Indenture as set forth below.

                                      18
<PAGE>

         We may discharge certain obligations to holders of any series of debt
securities issued under either the Senior Indenture or the Subordinated
Indenture which have not already been delivered to the trustee for cancellation
and which have either become due and payable or are by their terms due and
payable within one year (or scheduled for redemption within one year) by
irrevocably depositing with the trustee funds in U.S. dollars or in the foreign
currency in which debt securities of such series are payable in an amount
sufficient to pay the entire indebtedness on debt securities of such series
with respect to principal (and premium and additional amounts, if any) and
interest to the date of such deposit (if debt securities of such series have
become due and payable) or to the maturity thereof or the date of redemption of
debt securities of such series, as the case may be.

         If indicated in the applicable prospectus supplement, we may elect
either (i) to defease and be discharged from any and all obligations with
respect to the debt securities of or within any series (except for, among other
things, the obligation to pay additional amounts, if any, upon the occurrence
of certain events of taxation, assessment or governmental charge with respect
to payments on debt securities of such series and other obligations to register
the transfer or exchange of debt securities of such series, to replace
temporary or mutilated, destroyed, lost or stolen debt securities, to maintain
an office or agency with respect to the debt securities and to hold moneys for
payment in trust) ("defeasance") or (ii) to be released from our obligations
with respect to certain covenants applicable to the debt securities of or
within any series of debt securities and any omission to comply with such
obligations shall not constitute an Event of Default with respect to such
series of debt securities ("covenant defeasance"), upon the deposit with the
relevant Indenture trustee, in trust for such purpose, of money and/or
government obligations which through the payment of principal and interest in
accordance with their terms will provide money in an amount sufficient, without
reinvestment, to pay the principal of (and premium, if any) or interest on such
debt securities to maturity. As a condition to defeasance or covenant
defeasance, we must deliver to the trustee an opinion of counsel to the effect
that the holders of such debt securities will not recognize income, gain or
loss for federal income tax purposes as a result of such defeasance or covenant
defeasance and will be subject to federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if such
defeasance or covenant defeasance had not occurred. Such opinion of counsel, in
the case of defeasance under clause (i) above, must refer to and be based upon
a ruling of the Internal Revenue Service or a change in applicable federal
income tax law occurring after the date of the relevant Indenture. In addition,
in the case of either defeasance or covenant defeasance, we must deliver to the
trustee (i) an opinion of counsel stating that the money and government
obligations or other property deposited with the trustee to be held in trust
will not be subject to any case or proceeding under any Federal or State
bankruptcy, insolvency, reorganization or other similar law, or any decree or
order for relief, and (ii) an officers' certificate and an opinion of counsel,
each stating that all conditions precedent with respect to such defeasance or
covenant defeasance have been complied with.

         We may exercise our defeasance option with respect to such debt
securities notwithstanding our prior exercise of our covenant defeasance
option.

MODIFICATION AND WAIVER

         Modification and amendments of the indenture may be made by us and the
trustee with the consent of the holders of not less than a majority in
aggregate principal amount of the outstanding debt


                                      19
<PAGE>

securities of each series affected thereby; provided, however, that no such
modification or amendment may, without the consent of the holder of each
outstanding debt security affected thereby:

      o  change the stated maturity of the principal of, or any premium or
         installment of interest on, or any additional amounts with respect to,
         debt securities of any series,

      o  reduce the principal amount of, or the rate (or modify the calculation
         of such rate) of interest on, or any additional amounts with respect
         to, or any premium payable upon the redemption of, debt securities of
         any series,

      o  change our obligation to pay additional amounts with respect to debt
         securities of any series or reduce the amount of the principal of an
         original issue discount debt security that would be due and payable
         upon a declaration of acceleration of the maturity thereof or the
         amount thereof provable in bankruptcy,

      o  change the redemption provisions of debt securities of any series or
         adversely affect the right of repayment at the option of any holder of
         debt securities of any series,

      o  change the place of payment or the coin or currency in which the
         principal of, any premium or interest on or any additional amounts
         with respect to debt securities of any series is payable,

      o  impair the right to institute suit for the enforcement of any payment
         on or after the stated maturity of debt securities of any series,

      o  reduce the percentage in principal amount of an outstanding series of
         debt securities, the consent of whose holders is required in order to
         take certain actions,

      o  reduce the requirements for quorum or voting by holders of a
         particular series of debt securities in Section 15.4 of the
         Indentures,

      o  modify any of the provisions in the Indentures regarding the waiver of
         past defaults and the waiver of certain covenants by the holders of a
         particular series of debt securities except to increase any percentage
         vote required or to provide that certain other provisions of the
         Indentures cannot be modified or waived without the consent of the
         holder of each debt security of such series affected thereby,

      o  make any change that adversely affects the right to convert or
         exchange any series of debt security into or for our common stock or
         other securities in accordance with its terms, or

      o  modify any of the above provisions.

         The holders of at least a majority in aggregate principal amount of
the debt securities of any series may, on behalf of the holders of all debt
securities of such series, waive our compliance with certain restrictive
provisions of the applicable indenture. The holders of not less than a majority
in aggregate principal amount of the outstanding debt securities of any series
may, on behalf of the holders

                                      20
<PAGE>

of all debt securities of such series, waive any past default and its
consequences under the indenture with respect to the debt securities of such
series, except a default:

      o  in the payment of principal of (or premium, if any), any interest on
         or any additional amounts with respect to debt securities of such
         series; or

      o  in respect of a covenant or provision of the indenture that cannot be
         modified or amended without the consent of the holder of each debt
         security of any series.

         Under the Indentures, we will be required to furnish the trustee
annually a statement as to performance by us of certain of our obligations
under the Indentures and as to any default in such performance. We are also
required to deliver to the trustee, within five days after occurrence thereof,
written notice of any Event of Default or any event which after notice or lapse
of time or both would constitute an Event of Default.

PAYMENT AND PAYING AGENTS

         Unless otherwise indicated in the applicable prospectus supplement,
payment of interest on a debt security on any interest payment date will be
made to the person in whose name a debt security is registered at the close of
business on the record date for the interest.

         Unless otherwise indicated in the applicable prospectus supplement,
principal, interest and premium on the debt securities of a particular series
will be payable at the office of such paying agent or paying agents as we may
designate for such purpose from time to time. Notwithstanding the foregoing, at
our option, payment of any interest may be made by check mailed to the address
of the person entitled thereto as such address appears in the security
register.

         Unless otherwise indicated in the applicable prospectus supplement, a
paying agent designated by us and located in the Borough of Manhattan, The City
of New York will act as paying agent for payments with respect to debt
securities of each series. All paying agents initially designated by us for the
debt securities of a particular series will be named in the applicable
prospectus supplement. We may at any time designate additional paying agents or
rescind the designation of any paying agent or approve a change in the office
through which any paying agent acts, except that we will be required to
maintain a paying agent in each place of payment for the debt securities of a
particular series.

         All moneys paid by us to a paying agent for the payment of the
principal, interest or premium on any debt security which remain unclaimed at
the end of two years after such principal, interest or premium has become due
and payable will be repaid to us upon request, and the holder of such debt
security thereafter may look only to us for payment thereof.

DENOMINATIONS, REGISTRATIONS AND TRANSFER

         Unless an accompanying prospectus supplement states otherwise, debt
securities will be represented by one or more global certificates registered in
the name of a nominee for The Depository Trust Company, or DTC. In such case,
each holder's beneficial interest in the global securities will be

                                      21
<PAGE>

shown on the records of DTC and transfers of beneficial interests will only be
effected through DTC's records.

         A holder of debt securities may only exchange a beneficial interest in
a global security for certificated securities registered in the holder's name
if:

      o  DTC notifies us that it is unwilling or unable to continue serving as
         the depositary for the relevant global securities or DTC ceases to
         maintain certain qualifications under the Securities Exchange Act of
         1934 and no successor depositary has been appointed for 90 days; or

      o  We determine, in our sole discretion, that the global security shall
         be exchangeable.

         If debt securities are issued in certificated form, they will only be
issued in the minimum denomination specified in the accompanying prospectus
supplement and integral multiples of such denomination. Transfers and exchanges
of such debt securities will only be permitted in such minimum denomination.
Transfers of debt securities in certificated form may be registered at the
trustee's corporate office or at the offices of any paying agent or trustee
appointed by us under the Indentures. Exchanges of debt securities for an equal
aggregate principal amount of debt securities in different denominations may
also be made at such locations.

GOVERNING LAW

         The Indentures are and debt securities will be governed by, and
construed in accordance with, the internal laws of the State of New York,
without regard to its principles of conflicts of laws.

REGARDING THE TRUSTEE

         The trustee under the Indentures is JPMorgan Chase Bank. The trustee
is permitted to engage in other transactions with us and our subsidiaries from
time to time, provided that if the trustee acquires any conflicting interest it
must eliminate such conflict upon the occurrence of an Event of Default, or
else resign.

CONVERSION OR EXCHANGE RIGHTS

         The prospectus supplement will describe the terms, if any, on which a
series of debt securities may be convertible into or exchangeable for our
common stock, preferred stock or other debt securities. These terms will
include provisions as to whether conversion or exchange is mandatory, at the
option of the holder or at our option. These provisions may allow or require
the number of shares of our common stock or other securities to be received by
the holders of such series of debt securities to be adjusted.


                                      22
<PAGE>

                          DESCRIPTION OF CAPITAL STOCK

GENERAL

         The following summary description of our capital stock is based on the
provisions of the Connecticut Business Corporation Act, or CBCA, our restated
certificate of incorporation, as amended, and our bylaws, as amended. This
description does not purport to be complete and is qualified in its entirety by
reference to the terms of the restated certificate of incorporation and bylaws,
which are included as exhibits to the registration statement of which this
prospectus is a part. See "Where You Can Find More Information." As used in
this "Description of Capital Stock," the terms "The Stanley Works," "we," "our"
and "us" refer to The Stanley Works, a Connecticut corporation, and do not,
unless otherwise specified, include the subsidiaries of this Connecticut
corporation.

         Our authorized capital stock consists of 200,000,000 shares of common
stock, par value $2.50 per share, and 10,000,000 shares of preferred stock,
without par value. As of October 31, 2003, we had 81,053,776 shares of our
common stock outstanding and no shares of preferred stock outstanding. The
number of authorized shares of any class may be increased or decreased by an
amendment to our restated certificate of incorporation proposed by our board of
directors and approved by a majority of voting shares voted on the issue at a
meeting at which a quorum exists.

COMMON STOCK

         Each shareholder of record of our common stock is entitled to one vote
for each share held on every matter properly submitted to the shareholders for
their vote. Holders of our common stock do not have cumulative voting rights.
After satisfaction of the dividend rights of holders of preferred stock,
holders of common stock are entitled ratably to any dividend declared by the
board of directors out of funds legally available for this purpose.

         Upon our liquidation, dissolution or winding up, the holders of our
common stock are entitled to receive ratably our net assets available, if any,
after the payment of all debts and other liabilities and subject to the prior
rights of any outstanding preferred stock.

         Holders of our common stock have no redemption or conversion rights,
no sinking fund provisions and no preemptive right to subscribe for or purchase
additional shares of any class of our capital stock.

         The outstanding shares of our common stock are fully paid and
nonassessable, and any shares of common stock issued in an offering pursuant to
this prospectus and any shares of common stock issuable upon the exercise of
common stock warrants or conversion or exchange of debt securities which are
convertible into or exchangeable for our common stock, or in connection with
the obligations of a holder of stock purchase contracts to purchase our common
stock, when issued in accordance with their terms will be fully paid and
nonassessable. The rights, preferences and privileges of holders of common
stock are subject to, and may be adversely affected by, the rights of the
holders of shares of any series of preferred stock that we may designate and
issue in the future.


                                      23
<PAGE>

PREFERRED STOCK

         This section describes the general terms and provisions of preferred
stock that we are authorized to issue. The applicable prospectus supplement
will describe the specific terms of the shares of preferred stock offered
through that prospectus supplement, as well as any general terms described in
this section that will not apply to those shares of preferred stock. We will
file a copy of the certificate of amendment to our certificate of incorporation
that contains the terms of each new series of preferred stock with the
Secretary of the State of Connecticut and with the SEC each time we issue a new
series of preferred stock. Each such certificate of amendment will establish
the number of shares included in a designated series and fix the designation,
powers, privileges, preferences and rights of the shares of each series as well
as any applicable qualifications, limitations or restrictions. You should refer
to the applicable certificate of amendment as well as our certificate of
incorporation before deciding to buy shares of our preferred stock as described
in the applicable prospectus supplement.

         Our board of directors has been authorized to provide for the issuance
of up to 10,000,000 shares of our preferred stock in multiple series without
the approval of shareholders. With respect to each series of our preferred
stock, our board of directors has the authority to fix the following terms:

      o  the designation of the series;

      o  the number of shares within the series;

      o  whether dividends are cumulative and, if cumulative, the dates from
         which dividends are cumulative;

      o  the rate of any dividends, any conditions upon which dividends are
         payable, and the dates of payment of dividends;

      o  whether the shares are redeemable, the redemption price and the terms
         of redemption;

      o  the amount payable to you for each share you own if we dissolve or
         liquidate;

      o  whether the shares are convertible or exchangeable, the price or rate
         of conversion or exchange, and the applicable terms and conditions;

      o  any restrictions on issuance of shares in the same series or any other
         series;

      o  voting rights applicable to the series of preferred stock; and

      o  any other rights, priorities, preferences, restrictions or limitations
         of such series.

         Your rights with respect to your shares of preferred stock will be
subordinate to the rights of our general creditors. Shares of our preferred
stock that we issue in accordance with their terms will be fully

                                      24
<PAGE>

paid and nonassessable, and will not be entitled to preemptive rights unless
specified in the applicable prospectus supplement.

         Our ability to issue preferred stock, or rights to purchase such
shares, could discourage an unsolicited acquisition proposal. For example, we
could impede a business combination by issuing a series of preferred stock
containing class voting rights that would enable the holders of such preferred
stock to block a business combination transaction. Alternatively, we could
facilitate a business combination transaction by issuing a series of preferred
stock having sufficient voting rights to provide a required percentage vote of
the shareholders. Additionally, under certain circumstances, our issuance of
preferred stock could adversely affect the voting power of the holders of our
common stock. Although our board of directors is required to make any
determination to issue any preferred stock based on its judgment as to the best
interests of our shareholders, our board of directors could act in a manner
that would discourage an acquisition attempt or other transaction that some, or
a majority, of our shareholders might believe to be in their best interests or
in which shareholders might receive a premium for their stock over prevailing
market prices of such stock. Our board of directors does not at present intend
to seek shareholder approval prior to any issuance of currently authorized
stock, unless otherwise required by law or applicable stock exchange
requirements.

ANTI-TAKEOVER EFFECTS OF PROVISIONS OF THE CERTIFICATE OF INCORPORATION,
BYLAWS AND OTHER AGREEMENTS.

         The rights of our shareholders and related matters are governed by the
CBCA, the certificate of incorporation, the bylaws and the Rights Agreement
dated January 3, 1996, which is referred to herein as the 1996 Rights
Agreement. Provisions of the CBCA, the certificate of incorporation, the bylaws
and the 1996 Rights Agreement, which are summarized below, may discourage or
make more difficult a takeover attempt that shareholders might consider in
their best interest. These provisions may also adversely affect prevailing
market prices for our common stock.

         BOARD OF DIRECTORS

         The certificate of incorporation provides that the board of directors
will be classified with approximately one-third elected each year. The number
of directors will be fixed from time to time by a majority of the total number
of directors which we would have at the time such number is fixed if there were
no vacancies. The directors elected by the holders of common stock are divided
into three classes, designated class I, class II and class III. Each class
consists, as nearly as may be possible, of one-third of the total number of
such directors. At each annual meeting of shareholders, successors to the class
of directors whose term expires at that annual meeting will be elected for a
three-year term. In addition, if the number of directors is changed, any
increase or decrease will be apportioned among the classes so as to maintain
the number of directors in each class as nearly equal as possible, and any
additional director of any class elected to fill a vacancy resulting from an
increase in such class will hold office for a term that will coincide with the
remaining term of that class, but in no case will a decrease in the number of
directors shorten the term of any incumbent director. Any vacancy on the board
of directors may be filled by the shareholders or by the board of directors,
whether such vacancy occurs as a result of an increase in the number of
directors or otherwise. The certificate of incorporation also provides that
directors elected

                                      25
<PAGE>

by the holders of common stock may be removed only for cause by the affirmative
vote of at least a majority of the votes entitled to be cast thereon.

         SHAREHOLDER ACTION BY WRITTEN CONSENT; SPECIAL MEETINGS

         Under the CBCA our shareholders may take action by written unanimous
consent of holders of all of our shares in lieu of an annual or special
meeting. Otherwise, shareholders will only be able to take action at an annual
or special meeting called in accordance with the bylaws.

         The bylaws provide that special meetings of shareholders may only be
called by:

      o  the chairman of the board,

      o  the president,

      o  the secretary, or

      o  the chairman of the board, the president or the secretary upon the
         written request of the holders of not less than thirty-five percent
         (35%) of our outstanding voting stock.

         In addition, the CBCA provides that a corporation with a class of
voting stock registered under the Exchange Act shall hold a special meeting of
shareholders if the holders of thirty-five percent (35%) of the votes entitled
to be cast on any issue proposed to be considered demand such a meeting.

         ADVANCE NOTICE REQUIREMENTS FOR DIRECTOR NOMINATIONS AND OTHER
         PROPOSALS

         DIRECTOR NOMINATIONS. The bylaws contain advance notice procedures
with regard to shareholder proposals related to the nomination of candidates
for election as directors. These procedures provide that notice of shareholder
proposals related to shareholder nominations for the election of directors must
be received by our corporate secretary, in the case of an annual meeting, not
less than 30 days prior to the election meeting. Our bylaws require that all
directors be shareholders of record.

          A shareholder's notice to our corporate secretary must be in proper
written form and must set forth some information relating to each person whom
the shareholder proposes to nominate for election as a director:

      o  the name, age, business and residence addresses, and the principal
         occupation or employment of the person;

      o  the number of shares of our capital stock which are beneficially owned
         by the person; and

      o  any other information relating to the person that would be required to
         be disclosed in a proxy statement or other filings required to be made
         in connection with solicitations of proxies for election of directors
         pursuant to the Exchange Act.

                                      26
<PAGE>

         OTHER PROPOSALS. In addition to the procedures for nominating
directors, the bylaws also contain notice procedures for other shareholder
proposals to be brought before an annual meeting. To be timely, we must receive
shareholder proposals at least 60 days, but no more than 90 days, prior to the
anniversary date of the immediately preceding annual meeting of shareholders;
provided, however, that in the event that the annual meeting is called for a
date that is not within 30 days before or after that anniversary date, notice
by the shareholder in order to be timely must be received not later than the
close of business on the tenth day following the day on which notice of the
date of the annual meeting was mailed or public disclosure of the date of the
annual meeting was made, whichever occurs first.

         A shareholder's notice to our corporate secretary must be in proper
written form and must set forth, as to each matter that shareholder proposes to
bring before the meeting:

      o  a brief description of the business desired to be brought before the
         meeting and the reasons for conducting that business at the meeting;

      o  the name and record address of that shareholder;

      o  the class and series and number of shares of each class and series of
         our capital stock which are owned beneficially or of record by that
         shareholder;

      o  a description of all arrangements or understandings between that
         shareholder and any other person in connection with the proposal of
         that business and any material interest of that shareholder in that
         business; and

      o  a representation that the shareholder intends to appear in person or
         by proxy at the meeting to bring that business before the meeting.

         1996 RIGHTS AGREEMENT

         On January 31, 1996, the board of directors declared a dividend
distribution of one right for each share of our common stock outstanding on the
close of business on March 10, 1996. Each right represents the right to
purchase one two-hundredths of a share of preferred stock upon the terms and
subject to the conditions set forth in the 1996 Rights Agreement. In the event
a person becomes a beneficial owner of ten percent (10%) or more, subject to
exceptions, of the shares of our common stock then outstanding and if certain
prescribed mergers, consolidations, asset sales, or other similar transactions
occur, then the operation of shareholder rights pursuant to the 1996 Rights
Agreement could result in the possible dilution of a potential acquiror's
interest in us. Consequently, the provisions of the 1996 Rights Agreement could
discourage unsolicited takeover bids of our company by third parties.

         ANTITAKEOVER LEGISLATION

         We are subject to the provisions of Section 33-844 of the CBCA which
prohibits a Connecticut corporation from engaging in a "business combination"
with an "interested shareholder" for a period of five years after the date of
the transaction in which the person became an interested shareholder, unless
the business combination or the purchase of stock by which such person becomes
an interested


                                      27
<PAGE>

shareholder is approved by our board of directors, and by a majority of our
non-employee directors, prior to the date on which the person becomes an
interested shareholder. A "business combination" generally includes mergers,
asset sales, some types of stock issuances and other transactions resulting in
a disproportionate financial benefit to the interested shareholder. Subject to
exceptions, an "interested shareholder" is a person who owns 10% or more of our
voting power, or is an affiliate or associate of The Stanley Works and owned
10% or more of our voting power within the past five years.

         Under our certificate of incorporation, the affirmative vote by the
holders of 80% of our outstanding voting stock is required for the approval or
authorization of any "business combination" involving an interested
shareholder. This voting requirement does not apply if:


      o  2/3 of our disinterested directors expressly approve the proposed
         business combination; or

      o  The following conditions are satisfied:

                  o  The cash and fair market value of other consideration
                     received on a per share basis by each shareholder is no
                     less than the highest share price (or the equivalent
                     value) paid by the interested shareholder in acquiring our
                     capital stock; and

                  o  A proxy statement is mailed to all shareholders of the
                     corporation for the purpose of soliciting shareholder
                     approval of the business combination.

         This 80% vote is required even if no vote or a lesser percentage is
required by any applicable laws. Additionally, the affirmative vote of the
holders of not less than 80% of our outstanding shares of capital stock is
required to modify this section of our certificate of incorporation.

         Notwithstanding the 80% vote required by our certificate of
incorporation, we are also subject to Section 33-841 and Section 33-842 of the
CBCA. These provisions generally require business combinations with an
interested shareholder to be approved by the board of directors and then by the
affirmative vote of at least:

         o  the holders of 80% of the voting power of the outstanding shares of
            our voting stock; and

         o  the holders of 2/3 of the voting power of the outstanding shares of
            our voting stock, excluding the voting stock held by the interested
            shareholder,

unless the consideration to be received by the shareholders meets certain price
and other requirements set forth in Section 33-842 of the CBCA or unless the
board of directors of the corporation has by resolution determined to exempt
business combinations with that interested shareholder prior to the time that
such shareholder became an interested shareholder.

         We are also subject to Section 33-756(d) of the CBCA, requiring
directors acting with respect to mergers, sales of assets and other specified
transactions to consider, in determining what they reasonably


                                      28
<PAGE>

believe to be in the best interests of the corporation, specified interests,
including those of the corporation's employees, customers, creditors and
suppliers and any community in which any office or other facility of the
corporation is located.

         LIMITATION OF LIABILITY OF DIRECTORS

         The certificate of incorporation contains provisions permitted under
the CBCA relating to the personal liability of directors. The provisions limit
the personal liability to us or our shareholders of a director for monetary
damages for breach of duty as a director to an amount that is not more than the
compensation received by that director for serving us during the year of the
violation. Our bylaws provide for the indemnification and reimbursement of, and
advances of expenses to, any person that is made a party to an action by reason
of the fact that he or she:

         o  is or was our director, officer, employee or agent, or

         o  served at our request as a director, officer, employee or agent of
            another corporation.

         Our bylaws provide for indemnification of directors and officers to
the fullest extent permitted by Connecticut law.

LISTING.

         Our common stock is listed on the New York Stock Exchange under the
symbol "SWK."

TRANSFER AGENT AND REGISTRAR.

         The transfer agent and registrar for our common stock is Computershare
Investor Services, LLC.

                            DESCRIPTION OF WARRANTS

         This section describes the general terms and provisions of our
warrants to acquire our securities that we may issue from time to time. The
applicable prospectus supplement will describe the specific terms of the
warrants offered through that prospectus supplement. As of October 31, 2003, we
had no warrants outstanding.

         We may issue warrants for the purchase of our debt securities, common
stock, preferred stock, depositary shares or securities of third parties or
other rights, including rights to receive payment in cash or securities based
on the value, rate or price of one or more specified commodities, currencies,
securities or indices, or any combination of the foregoing. We may issue
warrants independently or together with other securities, and they may be
attached to or separate from the other securities. Each series of warrants will
be issued under a separate warrant agreement that we will enter into with a
bank or trust company, as warrant agent, as detailed in the applicable
prospectus supplement. The warrant agent will act solely as our agent in
connection with the warrants and will not assume any obligation, or agency or
trust relationship, with you. We will file a copy of the warrant and warrant
agreement with the SEC each time we issue a series of warrants, and these
warrants and warrant agreements will be incorporated by reference into the
registration statement of which this prospectus is a part. A holder of our
warrants


                                      29
<PAGE>

should refer to the provisions of the applicable warrant agreement and
prospectus supplement for more specific information.

         The prospectus supplement relating to a particular issue of warrants
will describe the terms of those warrants, including, when applicable:

         o  the offering price;

         o  the currency or currencies, including composite currencies, in
            which the price of the warrants may be payable;

         o  the number of warrants offered;

         o  the securities underlying the warrants, including the securities of
            third parties or other rights, if any, to receive payment in cash
            or securities based on the value, rate or price of one or more
            specified commodities, currencies, securities or indices, or any
            combination of the foregoing, purchasable upon exercise of the
            warrants;

         o  the exercise price and the amount of securities you will receive
            upon exercise;

         o  the procedure for exercise of the warrants and the circumstances,
            if any, that will cause the warrants to be automatically exercised;

         o  the rights, if any, we have to redeem the warrants;

         o  the date on which the right to exercise the warrants will commence
            and the date on which the warrants will expire;

         o  the designation and terms of the securities with which the warrants
            are issued and the number of warrants issued with each such
            security;

         o  the date on and after which the warrants and the related securities
            will be separately transferable;

         o  U.S. federal income tax consequences;

         o  the name of the warrant agent; and

         o  any other material terms of the warrants.

         After your warrants expire they will become void. All warrants will be
issued in registered form. The prospectus supplement may provide for the
adjustment of the exercise price of the warrants.

         Warrants may be exercised at the appropriate office of the warrant
agent or any other office indicated in the applicable prospectus supplement.
Before the exercise of warrants, holders will not have


                                      30
<PAGE>

any of the rights of holders of the securities purchasable upon exercise and
will not be entitled to payments made to holders of those securities.

         The applicable warrant agreement may be amended or supplemented
without the consent of the holders of the warrants to which it applies to
effect changes that are not inconsistent with the provisions of the warrants
and that do not materially and adversely affect the interests of the holders of
the warrants. However, any amendment that materially and adversely alters the
rights of the holders of warrants will not be effective unless the holders of
at least a majority of the applicable warrants then outstanding approve the
amendment. Every holder of an outstanding warrant at the time any amendment
becomes effective, by continuing to hold the warrant, will be bound by the
applicable warrant agreement as amended. The prospectus supplement applicable
to a particular series of warrants may provide that certain provisions of the
warrants, including the securities for which they may be exercisable, the
exercise price and the expiration date, may not be altered without the consent
of the holder of each warrant.


                                      31
<PAGE>

                        DESCRIPTION OF DEPOSITARY SHARES

GENERAL

         We may offer fractional shares of preferred stock, rather than full
shares of preferred stock. If we do so, we may issue receipts for depositary
shares that each represent a fraction of a share of a particular series of
preferred stock. The prospectus supplement will indicate that fraction. The
shares of preferred stock represented by depositary shares will be deposited
under a depositary agreement between us and a bank or trust company that meets
certain requirements and is selected by us (the "Bank Depositary"). Each owner
of a depositary share will be entitled to all the rights and preferences of the
preferred stock represented by the depositary share. The depositary shares will
be evidenced by depositary receipts issued pursuant to the depositary
agreement. Depositary receipts will be distributed to those persons purchasing
the fractional shares of preferred stock in accordance with the terms of the
offering.

         We have summarized some common provisions of a depositary agreement
and the related depositary receipts. The forms of the depositary agreement and
the depositary receipts relating to any particular issue of depositary shares
will be filed with the SEC each time we issue depositary shares, and you should
read those documents for provisions that may be important to you.

DIVIDENDS AND OTHER DISTRIBUTIONS

         If we pay a cash distribution or dividend on a series of preferred
stock represented by depositary shares, the Bank Depositary will distribute
such dividends to the record holders of such depositary shares. If the
distributions are in property other than cash, the Bank Depositary will
distribute the property to the record holders of the depositary shares.
However, if the Bank Depositary determines that it is not feasible to make the
distribution of property, the Bank Depositary may, with our approval, sell such
property and distribute the net proceeds from such sale to the record holders
of the depositary shares.

REDEMPTION OF DEPOSITARY SHARES

         If we redeem a series of preferred stock represented by depositary
shares, the Bank Depositary will redeem the depositary shares from the proceeds
received by the Bank Depositary in connection with the redemption. The
redemption price per depositary share will equal the applicable fraction of the
redemption price per share of the preferred stock. If fewer than all the
depositary shares are redeemed, the depositary shares to be redeemed will be
selected by lot or pro rata as the Bank Depositary may determine.

VOTING THE PREFERRED STOCK

         Upon receipt of notice of any meeting at which the holders of the
preferred stock represented by depositary shares are entitled to vote, the Bank
Depositary will mail the notice to the record holders of the depositary shares
relating to such preferred stock. Each record holder of these depositary shares
on the record date, which will be the same date as the record date for the
preferred stock, may instruct the Bank Depositary as to how to vote the
preferred stock represented by such holder's depositary shares. The Bank
Depositary will endeavor, insofar as practicable, to vote the amount of the
preferred stock represented by


                                      32
<PAGE>

such depositary shares in accordance with such instructions, and we will take
all action that the Bank Depositary deems necessary in order to enable the Bank
Depositary to do so. The Bank Depositary will abstain from voting shares of the
preferred stock to the extent it does not receive specific instructions from
the holders of depositary shares representing such preferred stock.

AMENDMENT AND TERMINATION OF THE DEPOSITARY AGREEMENT

         The form of depositary receipt evidencing the depositary shares and
any provision of the depositary agreement may be amended by agreement between
the Bank Depositary and us. However, any amendment that materially and
adversely alters the rights of the holders of depositary shares will not be
effective unless such amendment has been approved by the holders of at least a
majority of the depositary shares then outstanding. The depositary agreement
may be terminated by the Bank Depositary or us only if (1) all outstanding
depositary shares have been redeemed or (2) there has been a final distribution
in respect of the preferred stock in connection with any liquidation,
dissolution or winding up of our company and such distribution has been
distributed to the holders of depositary receipts.

CHARGES OF BANK DEPOSITARY

         We will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. We will pay
charges of the Bank Depositary in connection with the initial deposit of the
preferred stock and any redemption of the preferred stock. Holders of
depositary receipts will pay other transfer and other taxes and governmental
charges and any other charges, including a fee for the withdrawal of shares of
preferred stock upon surrender of depositary receipts, as are expressly
provided in the depositary agreement to be for their accounts.

WITHDRAWAL OF PREFERRED STOCK

         Except as may be provided otherwise in the applicable prospectus
supplement, upon surrender of depositary receipts at the principal office of
the Bank Depositary, subject to the terms of the depositary agreement, the
owner of the depositary shares may demand delivery of the number of whole
shares of preferred stock and all money and other property, if any, represented
by those depositary shares. Partial shares of preferred stock will not be
issued. If the depositary receipts delivered by the holder evidence a number of
depositary shares in excess of the number of depositary shares representing the
number of whole shares of preferred stock to be withdrawn, the Bank Depositary
will deliver to such holder at the same time a new depositary receipt
evidencing the excess number of depositary shares. Holders of preferred stock
thus withdrawn may not thereafter deposit those shares under the depositary
agreement or receive depositary receipts evidencing depositary shares therefor.

MISCELLANEOUS

         The Bank Depositary will forward to holders of depositary receipts all
reports and communications from us that are delivered to the Bank Depositary
and that we are required to furnish to the holders of the preferred stock.

                                      33
<PAGE>

         Neither the Bank Depositary nor we will be liable if we are prevented
or delayed by law or any circumstance beyond our control in performing our
obligations under the depositary agreement. The obligations of the Bank
Depositary and us under the depositary agreement will be limited to performance
in good faith of our duties thereunder, and we will not be obligated to
prosecute or defend any legal proceeding in respect of any depositary shares or
preferred stock unless satisfactory indemnity is furnished. We may rely upon
written advice of counsel or accountants, or upon information provided by
persons presenting preferred stock for deposit, holders of depositary receipts
or other persons believed to be competent and on documents believed to be
genuine.

RESIGNATION AND REMOVAL OF BANK DEPOSITARY

         The Bank Depositary may resign at any time by delivering to us notice
of its election to do so, and we may at any time remove the Bank Depositary.
Any such resignation or removal will take effect upon the appointment of a
successor Bank Depositary and its acceptance of such appointment. The successor
Bank Depositary must be appointed within 60 days after delivery of the notice
of resignation or removal and must be a bank or trust company meeting the
requirements of the depositary agreement.


                                      34
<PAGE>

                    DESCRIPTION OF STOCK PURCHASE CONTRACTS
                            AND STOCK PURCHASE UNITS

         We may issue stock purchase contracts, including contracts obligating
holders to purchase from or sell to us, and obligating us to sell to or
purchase from the holders, a specified number of shares of common stock or
other securities at a future date or dates, which we refer to in this
prospectus as stock purchase contracts. The price per share of the securities
and the number of shares of the securities may be fixed at the time the stock
purchase contracts are issued or may be determined by reference to a specific
formula set forth in the stock purchase contracts, and may be subject to
adjustment under anti-dilution formulas. The stock purchase contracts may be
issued separately or as part of units consisting of a stock purchase contract
and debt securities, preferred securities or debt obligations of third parties,
including U.S. treasury securities, any other securities described in the
applicable prospectus supplement or any combination of the foregoing, securing
the holders' obligations to purchase the securities under the stock purchase
contracts, which we refer to herein as stock purchase units. The stock purchase
contracts may require holders to secure their obligations under the stock
purchase contracts in a specified manner. The stock purchase contracts also may
require us to make periodic payments to the holders of the stock purchase
contracts or the stock purchase units, as the case may be, or vice versa, and
those payments may be unsecured or pre-funded on some basis.

         The applicable prospectus supplement will describe the terms of the
stock purchase contracts or stock purchase units. This description is not
complete and the description in the prospectus supplement will not necessarily
be complete, and reference is made to the stock purchase contracts, and, if
applicable, collateral or depositary arrangements relating to the stock
purchase contracts or stock purchase units, which will be filed with the SEC
each time we issue stock purchase contracts or stock purchase units. If any
particular terms of the stock purchase contracts or stock purchase units
described in the prospectus supplement differ from any of the terms described
herein, then the terms described herein will be deemed superseded by that
prospectus supplement. Material United States federal income tax considerations
applicable to the stock purchase units and the stock purchase contracts will
also be discussed in the applicable prospectus supplement.


                                      35
<PAGE>

                              PLAN OF DISTRIBUTION

GENERAL

         We may sell the securities being offered hereby in one or more of the
following ways from time to time:

         o  to underwriters for resale to purchasers;

         o  directly to purchasers; or

         o  through agents or dealers to purchasers.

         In addition, we may enter into derivative or hedging transactions with
third parties, or sell securities not covered by this prospectus to third
parties in privately negotiated transactions. In connection with such a
transaction, the third parties may sell securities covered by and pursuant to
this prospectus and an applicable prospectus supplement. If so, the third party
may use securities borrowed from us or others to settle such sales and may use
securities received from us to close out any related short positions. We may
also loan or pledge securities covered by this prospectus and an applicable
prospectus supplement to third parties, who may sell the loaned securities or,
in an event of default in the case of a pledge, sell the pledged securities
pursuant to this prospectus and the applicable prospectus supplement.

         The prospectus supplement with respect to each offering of securities
will include:

         o  the terms of the offering;

         o  the names of any underwriters or agents;

         o  the name or names of any managing underwriter or underwriters;

         o  the purchase price or initial public offering price of the
            securities;

         o  the net proceeds from the sale of the securities;

         o  any delayed delivery arrangements;

         o  any underwriting discounts, commissions and other items
            constituting underwriters' compensation;

         o  any discounts or concessions allowed or reallowed or paid to
            dealers; and

         o  any commissions paid to agents.

                                      36
<PAGE>

         The offer and sale of the securities described in this prospectus by
us, underwriters or the third parties described above may be effected from time
to time in one or more transactions, including privately negotiated
transactions, either:

         o  at a fixed price or prices, which may be changed;

         o  at market prices prevailing at the time of sale;

         o  at prices relating to such prevailing market prices; or

         o  at negotiated prices.

         Offerings of our equity securities pursuant to this prospectus may
also be made into an existing trading market for such securities in
transactions at other than a fixed price, either

         o  on or through the facilities of any national securities exchange or
            quotation service on which such securities may be listed or quoted
            at the time of sale; or

         o  to or through a market maker otherwise than on such exchanges.

          Such at-the-market offerings will be conducted by underwriters acting
as our principal or agent, who may also be third-party sellers of securities as
described above.

SALES THROUGH UNDERWRITERS OR DEALERS

         If underwriters are used in the sale, the underwriters will acquire
the securities for their own account. The underwriters may resell the
securities from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. Underwriters may offer securities to the public either
through underwriting syndicates represented by one or more managing
underwriters or directly by one or more firms acting as underwriters. Unless we
inform you otherwise in the prospectus supplement, the obligations of the
underwriters to purchase the securities will be subject to certain conditions,
and the underwriters will be obligated to purchase all the offered securities
if they purchase any of them. The underwriters may change from time to time any
initial public offering price and any discounts or concessions allowed or
reallowed or paid to dealers.

         During and after an offering through underwriters, the underwriters
may purchase and sell the securities in the open market. These transactions may
include over-allotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, which means that selling
concessions allowed to syndicate members or other broker-dealers for the
offered securities sold for their account may be reclaimed by the syndicate if
the offered securities are repurchased by the syndicate in stabilizing or
covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the offered securities, which may be higher than the
price that might otherwise prevail in the open market. If commenced, the
underwriters may discontinue these activities at any time.

                                      37
<PAGE>

         Some or all of the securities that we offer through this prospectus
may be new issues of securities with no established trading market. Any
underwriters to whom we sell our securities for public offering and sale may
make a market in those securities, but they will not be obligated to do so and
they may discontinue any market making at any time without notice. Accordingly,
we cannot assure you of the liquidity of, or continued trading markets for, any
securities that we offer.

         In addition, we may sell some or all of the securities covered by this
prospectus through:

         o  purchases by a dealer, as principal, who may then resell those
            securities to the public for its account at varying prices
            determined by the dealer at the time of resale;

         o  block trades in which a dealer will attempt to sell as agent, but
            may position or resell a portion of the block, as principal, in
            order to facilitate the transaction; or

         o  ordinary brokerage transactions and transactions in which a
            broker-dealer solicits purchasers.

         We will include in the applicable prospectus supplement the names of
the dealers and the terms of the transaction.

DIRECT SALES AND SALES THROUGH AGENTS

         We may sell the securities directly. In this case, no underwriters or
agents would be involved. We may also sell the securities through agents
designated from time to time. In the prospectus supplement, we will name any
agent involved in the offer or sale of the offered securities, and we will
describe any commissions payable to the agent. Unless we inform you otherwise
in the prospectus supplement, any agent will agree to use its reasonable best
efforts to solicit purchases for the period of its appointment.

         We may sell the securities directly to institutional investors or
others who may be deemed to be underwriters within the meaning of the
Securities Act of 1933 with respect to any sale of those securities. We will
describe the terms of any such sales in the prospectus supplement.

REMARKETING ARRANGEMENTS

         Offered securities may also be offered and sold, if so indicated in
the applicable prospectus supplement, in connection with a remarketing upon
their purchase, in accordance with a redemption or repayment pursuant to their
terms, or otherwise, by one or more remarketing firms, acting as principals for
their own accounts or as agents for us. Any remarketing firm will be identified
and the terms of its agreements, if any, with us and its compensation will be
described in the applicable prospectus supplement.

                                      38
<PAGE>

DELAYED DELIVERY CONTRACTS

         If we so indicate in the prospectus supplement, we may authorize
agents, underwriters or dealers to solicit offers from certain types of
institutions to purchase securities from us at the public offering price under
delayed delivery contracts. These contracts would provide for payment and
delivery on a specified date in the future. The contracts would be subject only
to those conditions described in the prospectus supplement. The prospectus
supplement will describe the commission payable for solicitation of those
contracts.

GENERAL INFORMATION

         We may have agreements with the agents, dealers, underwriters,
remarketing firms and other third parties described above to indemnify them
against certain civil liabilities, including liabilities under the Securities
Act of 1933, or to contribute with respect to payments that the agents,
dealers, underwriters, remarketing firms or such other third parties may be
required to make. Agents, dealers, underwriters, remarketing firms and such
other parties may be customers of, engage in transactions with or perform
services for us in the ordinary course of their businesses.


                                 LEGAL MATTERS

         Skadden, Arps, Slate, Meagher & Flom LLP New York, New York and Bruce
H. Beatt, Esq., our general counsel, represent us in connection with this
registration statement. Unless otherwise indicated in the applicable prospectus
supplement, certain legal matters will be passed upon for us by Skadden, Arps,
Slate, Meagher & Flom LLP, New York, New York and Bruce H. Beatt. If the
validity of any securities is also passed upon by counsel for the underwriters
of an offering of those securities, that counsel will be named in the
prospectus supplement relating to that offering. Mr. Beatt beneficially owns,
or has rights to acquire under employee benefit plans, an aggregate of less
than one percent of the common stock of The Stanley Works.

                                    EXPERTS

         The consolidated financial statements of The Stanley Works and
subsidiaries appearing in The Stanley Works' Annual Report (Form 10K) for the
year ended December 28, 2002, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given the
authority of such firm as experts in accounting and auditing.


                                      39
<PAGE>


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

         The expenses relating to the registration of the securities will be
borne by the registrant. The following expenses, with the exception of the
Securities and Exchange Commission Registration Fee, are estimates.


     Securities and Exchange Commission Registration Fee..    $   72,810.00
     Accounting Fees and Expenses.........................    $   25,000.00*
     Legal Fees...........................................    $  150,000.00*
     Trustees' Fees and Expenses..........................    $   20,000.00*
     Miscellaneous........................................    $    4,000.00*
                                                              ----------------
     Total................................................    $  271,810.00*
                                                              ================
*Estimated

Item 15.  Indemnification of Directors and Officers.

         Sections 33-770 through 33-776 of the CBCA provide that a corporation
in The Stanley Works' circumstances shall indemnify a director or officer
against judgments, fines, penalties, amounts paid in settlement and reasonable
expenses actually incurred by him, including attorneys' fees, for actions
brought against him in his capacity as a director or officer, when it is
determined by certain disinterested parties that he acted in good faith in a
manner he reasonably believed to be in the corporation's best interest (or in
the case of conduct not in his official capacity, at least not opposed to the
best interests of the corporation). In any criminal action or proceeding, it
also must be determined that the director or officer had no reasonable cause to
believe that his conduct was unlawful. The director or officer must also be
indemnified when he is wholly successful on the merits or otherwise in the
defense of a proceeding or in circumstances where a court determines that he is
entitled to indemnification or that it is fair and reasonable that the director
or officer be indemnified. In connection with shareholder derivative suits, the
director or officer may not be indemnified except for reasonable expenses
incurred in connection with the proceeding (and then only if it is determined
that he met the relevant standard of conduct described above), subject,
however, to courts' power under Section 33-774 to order indemnification. Unless
ordered by a court under Section 33-774, a corporation may not indemnify a
director with respect to conduct for which he was adjudged liable on the basis
that he received a financial benefit to which he was not entitled, whether or
not he was acting in his official capacity.

         The Stanley Works Certificate of Incorporation provides that no
director of The Stanley Works will be personally liable to The Stanley Works or
any of its shareholders for monetary damages in an amount greater than the
compensation received by that director for serving The Stanley Works during the
year of the violation to the extent permitted by applicable law, which permits
such limitation provided that such violation must not involve a knowing and
culpable violation of law, enable the director or an affiliate to receive an
improper personal gain, show a lack of good faith and a conscious disregard for
the director's duty to the corporation, amount to an abdication of the
director's duty to the corporation, or


                                     II-1
<PAGE>

create liability for an unlawful distribution. See "Description of Securities -
Description of Capital Stock - Anti-Takeover Effects of Provisions of the
Certificate of Incorporation, Bylaw and Other Agreements - Limitation of
Liability of Directors" in the prospectus.

         Our bylaws also provide for the indemnification of directors and
officers to the extent permitted by applicable law.

         The Company has purchased insurance providing officers and directors
of the Company (and their heirs and other legal representatives) coverage
against certain liabilities arising from any negligent act, error, omission or
breach of duty claimed against them solely by reason of their being such
officers and directors, and providing coverage for the Company against its
obligation to provide indemnification as required by the above-described
statute.

Item 16.  List of Exhibits.

         The Exhibits to this registration statement are listed in the Index to
Exhibits on page II-6.

Item 17.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement: (i) To include
any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii)
To reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement; (iii) To include any material
information with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such information in the
registration statement; provided, however, that paragraphs 1(i) and 1(ii) do
not apply if the registration statement is on Form S-3, S-8 or F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;

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

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

                                     II-2
<PAGE>

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

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

         The undersigned registrant hereby undertakes to file an application
for the purpose of determining the eligibility of the trustee to act under
subsection (a) of Section 310 of the Trust Indenture Act in accordance with the
rules and regulations prescribed by the Commission under Section 305(b)(2) of
the Act.

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


                                     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 New Britain, State of Connecticut on November
5, 2003.


                                      THE STANLEY WORKS


                                      By /s/Craig A.Douglas
                                         ------------------------------
                                         Name:   Craig A. Douglas
                                         Title:  Vice President and Treasurer


         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 dates indicated.


<TABLE>
<CAPTION>
                 SIGNATURE                                    TITLE                                DATE


<S>                                         <C>                                        <C>
   *
_________________________________           Chairman, Chief Executive Officer and      November 5, 2003
John M. Trani                               Director (Principal Executive Officer)


   *
_________________________________           Vice President, Finance and Chief          November 5, 2003
James M. Loree                              Financial Officer (Principal Financial
                                            Officer)


   *
_________________________________           Controller (Principal Accounting Officer)  November 5, 2003
Donald Allan Jr.


   *
_________________________________           Director                                   November 5, 2003
John G. Breen


_________________________________           Director                                   November 5, 2003
 Robert G. Britz

</TABLE>

                                     II-4
<PAGE>
<TABLE>
<CAPTION>


<S>                                        <C>                                        <C>
   *
_________________________________           Director                                   November 5, 2003
Stillman B. Brown



_________________________________           Director                                   November 5, 2003
Virgis W. Colbert


   *
_________________________________           Director                                   November 5, 2003
Emmanuel A. Kampouris


   *
_________________________________           Director                                   November 5, 2003
Eileen S. Kraus


   *
_________________________________           Director                                   November 5, 2003
John D. Opie


   *
_________________________________           Director                                   November 5, 2003
Derek V. Smith


   *
_________________________________           Director                                   November 5, 2003
Kathryn D. Wriston


* Bruce H. Beatt, pursuant to Powers of Attorney (executed by each of the
officers and directors listed above and indicated by signing above, and filed
with the Securities and Exchange Commission), by signing his name, does hereby
sign and execute this Amendment to the Registration Statement on behalf of each
of the persons referenced above.
</TABLE>



                              By    /s/ Bruce H. Beatt
                                    ----------------------
                              Name: Bruce H. Beatt


                                     II-5
<PAGE>


                                 EXHIBIT INDEX



Exhibit
No.                           Description of Exhibits
- ----------                    -----------------------

    1.1      Form of Underwriting Agreement for debt securities to be filed as
             an exhibit to a Current Report of The Stanley Works on Form 8-K
             and incorporated by reference herein.

    1.2      Form of Underwriting Agreement for preferred stock to be filed as
             an exhibit to a Current Report of The Stanley Works on Form 8-K
             and incorporated by reference herein.

    1.3      Form of Underwriting Agreement for common stock to be filed as an
             exhibit to a Current Report of The Stanley Works on Form 8-K and
             incorporated by reference herein.

    3.1      Restated Certificate of Incorporation (incorporated by reference
             to Exhibit 3(i) to the Annual Report of The Stanley Works on Form
             10-K for the fiscal year ended January 2, 1999).

    3.2      Amended Bylaws (incorporated by reference to Exhibit 3(ii) to the
             Annual Report of The Stanley Works on Form 10-K for the fiscal
             year ended December 29, 2001).

    4.1      Specimen of Common Stock Certificate.

    4.2      Rights Agreement, dated January 31, 1996
             (incorporated by reference to Exhibit (4)(i) to Current
             Report on Form 8-K dated January 31, 1996).

    4.3      Form of Senior Indenture.

    4.4      Form of Subordinated Indenture.

    4.5      Form of Senior Note with respect to each particular series of
             Senior Note issued hereunder to be filed as an exhibit to a
             Current Report of The Stanley Works on Form 8-K and incorporated
             by reference herein.

    4.6      Form of Subordinated Note with respect to each particular series
             of Subordinated Note issued hereunder to be filed as an exhibit to
             a Current Report of The Stanley Works on Form 8-K and incorporated
             by reference herein.

    4.7      Form of Certificate of Amendment with respect to any preferred
             stock issued hereunder to be filed as an exhibit to a Current
             Report of The Stanley Works on Form 8-K and incorporated by
             reference herein.

    4.8      Form of Warrant Agreement to be filed as an exhibit to a Current
             Report of The Stanley Works on Form 8-K and incorporated by
             reference herein.

    4.9      Form of Warrant Certificate to be filed as an exhibit to a Current
             Report of The Stanley Works on Form 8-K and incorporated by
             reference herein.

    4.10     Form of Depositary Agreement to be filed as an exhibit to a
             Current Report of The Stanley Works on Form 8-K and incorporated
             by reference herein.

    4.11     Form of Depositary Receipt to be filed as an exhibit to a Current
             Report of The Stanley Works on Form 8-K and incorporated by
             reference herein.

                                     II-6
<PAGE>

    4.12     Purchase Contract Agreement setting forth Stock Purchase Contracts
             and Stock Purchase Units to be filed as an exhibit to a Current
             Report of The Stanley Works on Form 8-K and incorporated by
             reference herein.

    5.1      Opinion of Bruce H. Beatt as to legality.
             (Connecticut Law Opinion).

    5.2      Opinion of Skadden, Arps, Slate, Meagher & Flom LLP as to legality.
             (New York Law Opinion).

   12.1      Statement Re:  Computation of Ratio of Earnings to Fixed Charges.

   23.1      Consent of Ernst & Young LLP, independent accountants.

   23.2      Consent of Bruce H. Beatt (included in Exhibit 5.1).

   23.3      Consent of Skadden, Arps, Slate, Meagher & Flom LLP
             (included in Exhibit 5.2).

   24.1      Power of Attorney.

   25.1      Statement of Eligibility on Form T-1 of JPMorgan Chase Bank,
             Trustee under the Senior Indenture.

   25.2      Statement of Eligibility on Form T-1 of JPMorgan Chase Bank,
             Trustee under the Subordinated Indenture.


                                     II-7


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>s439817.txt
<DESCRIPTION>EX. 4.1 - SPECIMEN CERTIFICATE
<TEXT>
                                                                    Exhibit 4.1

                               THE STANLEY WORKS

                         Chartered by the Legislature
                          of the State of Connecticut

COMMON STOCK                                       COMMON STOCK

Par Value $2.50                         THIS CERTIFICATE IS TRANSFERRABLE IN
                                   CHICAGO, ILLINOIS OR NEW YORK CITY, NEW YORK

Certificate                                             Shares
  Number                                                600620
ZQ 000178


                                                              CUSIP 854616 10 9


This Certifies that Mr. Sample and Mrs. Sample & Mr. Sample & Mrs. Sample is
the owner of SIX HUNDRED THOUSAND SIX HUNDRED AND TWENTY fully paid and
non-assessable shares of the Common Stock of The Stanley Works, transferable on
the books of the Company by the holder hereof in person or by duly authorized
attorney upon surrender of this certificate properly endorsed. This certificate
is not valid until countersigned by a Transfer Agent and registered by a
Registrar.

Witness the facsimile seal of the Company and the signatures of its duly
authorized officers.

                                           DATED (Month Day, Year)

                                           COUNTERSIGNED AND REGISTERED:
                                           COMPUTERSHARE INVESTOR SERVICES, LLC
                                           (CHICAGO)
                                           TRANSFER AGENT AND REGISTRAR,


/s/ John M. Trani                           By______________________________
Chairman and Chief Executive Officer           Authorized Signature


/s/ Bruce H. Beatt
Secretary



                               THE STANLEY WORKS
                                 INCORPORATED
                                    STANLEY
                                     1852
                             NEW BRITAIN CONN USA


<PAGE>


THE STANLEY WORKS

A Statement of the designations, terms, limitations and relative rights and
preferences of the shares of each class of the Company's stock authorized to be
issued, and the variations in the relative rights and preferences between the
shares of each series of any class authorized to be issued so far as the same
have been fixed and determined, and the authority of the Board of Directors to
fix and determine the relative rights and preferences of subsequent series of
each such class will be furnished to any shareholder, without charge, upon
request to the Secretary of the Company.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM  - as tenants in common            UNIF GIFT MIN ACT -  Custodian
TEN ENT  - as tenants by the entireties                     ------------------
JT TEN   - as joint tenants with right                      (Cust)     (Minor)
           of survivorship and not          under Uniform Gifts to Minors
           as tenants in common             Act______________
                                                  State

                                          UNIF TRF MIN ACT -    Custodian
                                                          ---------------------
                                                         (Cust)     (Minor)
                                          under Uniform Transfers to Minors
                                          Act______________
                                                State


Additional abbreviations may also be used though not in the above list.

Rights Certificates and Certain Restrictions

This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in the Rights Agreement dated as of February 26, 1986, as
may be amended or superseded from time to time, between The Stanley Works and
State Street Bank and Trust Company (the "Rights Agreement"), the terms of
which are hereby incorporated herein by reference and a copy of which is on
file at the principal executive offices of The Stanley Works. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. The Stanley Works will mail to the holder of this certificate a
copy the Rights Agreement as in effect on the date of mailing, without charge
promptly after receipt of a written request therefor. Under certain
circumstances set forth in the Rights Agreement, Rights issued to, or held by,
any Person who is, was or becomes an Acquiring Person or any Affiliate or
Associates thereof (as such terms are defined in the Rights Agreement) whether
currently held by or on behalf of such Person or by any subsequent holder, may
become null and void.


For value received __________ herby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

_______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE.

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

Shares of the capital stock represented by the within Certificate, and do

hereby irrevocably constitute and appoint ____________________________________

______________________________________________________________________________

Attorney to transfer the said stock on the books of the within-named

Company with full power of substitution in the premises.


Dated, __________________ 20__         Signature: ________________________


                                       Signature:________________________

                                       NOTICE: THIS SIGNATURE TO THIS
                                       ASSIGNMENT MUST CORRESPOND WITH THE NAME
                                       AS WRITTEN UPON THE FACE OF THE
                                       CERTIFICATE IN EVERY PARTICULAR, WITHOUT
                                       ALTERATION OR ENLARGEMENT OR ANY CHANGE
                                       WHATEVER.





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>s509989.txt
<DESCRIPTION>EX. 4.3 - SENIOR INDENTURE
<TEXT>
                                                                   Exhibit 4.3


                              THE STANLEY WORKS,

                                    Issuer

                                      to


                             JPMORGAN CHASE BANK,

                                    Trustee

                               ________________

                                   INDENTURE

                               ________________



                       Dated as of November [___], 2003



                                Debt Securities



<PAGE>



                        Reconciliation and tie between
            Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                 and Indenture


Trust Indenture
Act Section                                                 Indenture Section
- -----------                                                 -----------------

ss.310(a)(1).......................................................      6.8
(a)(2).............................................................      6.8
(b)................................................................      6.9
ss.312(a)..........................................................      7.1
(b)................................................................      7.2
(c)................................................................      7.2
ss.313(a)..........................................................      7.3
(b)(2).............................................................      7.3
(c)................................................................      7.3
(d)................................................................      7.3
ss.314(a)..........................................................      7.4
(c)(1).............................................................      1.2
(c)(2).............................................................      1.2
(e)................................................................      1.2
(f)................................................................      1.2
ss.316(a) (last sentence)..........................................      1.1
(a)(1)(A)..........................................................5.2, 5.12
(a)(1)(B) .........................................................     5.13
(b)................................................................      5.8
ss.317(a)(1).......................................................      5.3
(a)(2).............................................................      5.4
(b)................................................................     10.3
ss.318(a)..........................................................      1.8

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



<PAGE>


<TABLE>
<CAPTION>

                               TABLE OF CONTENTS

<S>                                                                                                     <C>
Recitals.................................................................................................1

                                                 ARTICLE 1

                          DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1. Definitions.................................................................................1
         Act.............................................................................................2
         Additional Amounts..............................................................................2
         Affiliate.......................................................................................2
         Attributable Debt...............................................................................2
         Authenticating Agent............................................................................2
         Authorized Newspaper............................................................................2
         Authorized Officer..............................................................................3
         Bearer Security.................................................................................3
         Board of Directors..............................................................................3
         Board Resolution................................................................................3
         Business Day....................................................................................3
         Commission......................................................................................3
         Common Stock....................................................................................3
         Company.........................................................................................3
         Company Request and Company Order...............................................................3
         Consolidated Net Worth..........................................................................4
         Corporate Trust Office..........................................................................4
         Corporation.....................................................................................4
         Coupon..........................................................................................4
         Currency........................................................................................4
         CUSIP number....................................................................................4
         Defaulted Interest..............................................................................4
         Dollars.........................................................................................4
         Event of Default................................................................................4
         Foreign Currency................................................................................4
         Government Obligations..........................................................................4
         Holder..........................................................................................5
         Indebtedness....................................................................................5
         Indenture.......................................................................................5
         Indexed Security................................................................................5
         Interest Payment Date...........................................................................5
         Judgment Currency...............................................................................5
         Maturity........................................................................................5
         Mortgage........................................................................................5
         New York Banking Day............................................................................5
         "Office" or "Agency"............................................................................5
         Officer's Certificate...........................................................................5
         Opinion of Counsel..............................................................................5
         Original Issue Discount Security................................................................6
         Outstanding.....................................................................................6
         Paying Agent....................................................................................7
         Person..........................................................................................7
         Place of Payment................................................................................7
         Predecessor Security............................................................................7
         Principal Property..............................................................................7
         Redemption Date.................................................................................8
         Redemption Price................................................................................8
         Registered Security.............................................................................8
         Regular Record Date.............................................................................8
         Required Currency...............................................................................8
         Responsible Officer.............................................................................8
         Restricted Subsidiary...........................................................................8
         Sale and Lease-back Transaction.................................................................8
         "Security" or "Securities"......................................................................8
         "Security Register" and "Security Registrar"....................................................9
         Special Record Date.............................................................................9
         Stated Maturity.................................................................................9
         Subsidiary......................................................................................9
         Trust Indenture Act.............................................................................9
         Trustee.........................................................................................9
         United States...................................................................................9
         United States Alien.............................................................................9
         "U.S. Depository" or "Depository"...............................................................9
         Vice President.................................................................................10
Section 1.2. Compliance Certificates and Opinions.......................................................10
Section 1.3. Form of Documents Delivered to Trustee.....................................................10
Section 1.4. Acts of Holders............................................................................11
Section 1.5. Notices, Etc., to Trustee and Company......................................................13
Section 1.6. Notice to Holders of Securities; Waiver....................................................13
Section 1.7. Language of Notices........................................................................14
Section 1.8. Conflict with Trust Indenture Act..........................................................14
Section 1.9. Effect of Headings and Table of Contents...................................................14
Section 1.10. Successors and Assigns....................................................................14
Section 1.11. Separability Clause.......................................................................14
Section 1.12. Benefits of Indenture.....................................................................15
Section 1.13. Governing Law; Waiver of Trial by Jury; and Jurisdiction..................................15
Section 1.14. Legal Holidays............................................................................15
Section 1.15. Counterparts..............................................................................15
Section 1.16. Judgment Currency.........................................................................16
Section 1.17. No Security Interest Created..............................................................16
Section 1.18. Limitation on Individual Liability........................................................16

                                                 ARTICLE 2

                                             SECURITIES FORMS

Section 2.1. Forms Generally............................................................................17
Section 2.2. Form of Trustee's Certificate of Authentication............................................17
Section 2.3. Securities in Global Form..................................................................18

                                                 ARTICLE 3

                                              THE SECURITIES

Section 3.1. Amount Unlimited; Issuable in Series.......................................................18
Section 3.2. Currency; Denominations....................................................................22
Section 3.3. Execution, Authentication, Delivery and Dating.............................................22
Section 3.4. Temporary Securities.......................................................................24
Section 3.5. Registration, Transfer and Exchange........................................................25
Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities...........................................28
Section 3.7. Payment of Interest and Certain Additional  Amounts;
             Rights to Interest and Certain Additional Amounts Preserved................................29
Section 3.8. Persons Deemed Owners......................................................................31
Section 3.9. Cancellation...............................................................................32
Section 3.10. Computation of Interest...................................................................32
Section 3.11. CUSIP Numbers.............................................................................32

                                                 ARTICLE 4

                                  SATISFACTION AND DISCHARGE OF INDENTURE

Section 4.1. Satisfaction and Discharge.................................................................32
Section 4.2. Defeasance and Covenant Defeasance.........................................................34
Section 4.3. Application of Trust Money.................................................................37

                                                 ARTICLE 5

                                                 REMEDIES

Section 5.1. Events of Default..........................................................................38
Section 5.2. Acceleration of Maturity; Rescission and Annulment.........................................40
Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee............................41
Section 5.4. Trustee May File Proofs of Claim...........................................................41
Section 5.5. Trustee May Enforce Claims Without Possession of Securities or Coupons.....................42
Section 5.6. Application of Money Collected.............................................................42
Section 5.7. Limitations on Suits.......................................................................43
Section 5.8. Unconditional Right of Holders to Receive Principal and Any
             Premium, Interest and Additional Amounts...................................................44
Section 5.9. Restoration of Rights and Remedies.........................................................44
Section 5.10. Rights and Remedies Cumulative............................................................44
Section 5.11. Delay or Omission Not Waiver..............................................................44
Section 5.12. Control by Holders of Securities..........................................................44
Section 5.13. Waiver of Past Defaults...................................................................45
Section 5.14. Waiver of Usury, Stay or Extension Laws...................................................45
Section 5.15. Undertaking for Costs.....................................................................45

                                                 ARTICLE 6

                                                THE TRUSTEE

Section 6.1. Certain Duties and Responsibilities of the Trustee.........................................46
Section 6.2  Certain Rights of Trustee..................................................................47
Section 6.3. Notice of Defaults.........................................................................49
Section 6.4  Not Responsible for Recitals or Issuance of Securities.....................................49
Section 6.5. May Hold Securities........................................................................49
Section 6.6. Money Held in Trust........................................................................50
Section 6.7. Compensation and Reimbursement.............................................................50
Section 6.8. Corporate Trustee Required; Eligibility....................................................51
Section 6.9. Disqualification; Conflicting Interests....................................................51
Section 6.10. Resignation and Removal; Appointment of Successor.........................................52
Section 6.11. Acceptance of Appointment by Successor....................................................53
Section 6.12. Merger, Conversion, Consolidation or Succession to Business...............................54
Section 6.13. Appointment of Authenticating Agent.......................................................55
Section 6.14. Trustee's Application for Instructions from the Company...................................56

                                                 ARTICLE 7

                             HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1. Company to Furnish Trustee Names and Addresses of Holders..................................57
Section 7.2. Preservation of Information; Communications to Holders.....................................57
Section 7.3. Reports by Trustee.........................................................................57
Section 7.4. Reports by Company.........................................................................58

                                                 ARTICLE 8

                                      CONSOLIDATION, MERGER AND SALES

Section 8.1. Company May Consolidate, Etc., Only on Certain Terms.......................................59
Section 8.2. Successor Person Substituted for Company...................................................59

                                                 ARTICLE 9

                                          SUPPLEMENTAL INDENTURES

Section 9.1. Supplemental Indentures Without Consent of Holders.........................................59
Section 9.2. Supplemental Indentures with Consent of Holders............................................61
Section 9.3. Execution of Supplemental Indentures.......................................................62
Section 9.4. Effect of Supplemental Indentures..........................................................62
Section 9.5. Reference in Securities to Supplemental Indentures.........................................62
Section 9.6. Conformity with Trust Indenture Act........................................................63
Section 9.7. Notice of Supplemental Indenture...........................................................63

                                                ARTICLE 10

                                                 COVENANTS

Section 10.1. Payment of Principal, Any Premium, Interest and Additional Amounts........................63
Section 10.2. Maintenance of Office or Agency...........................................................63
Section 10.3. Money for Securities Payments to Be Held in Trust.........................................64
Section 10.4. Additional Amounts........................................................................66
Section 10.5. Limitation on Liens.......................................................................67
Section 10.6. Limitation on Sale and Lease-Back Transactions............................................68
Section 10.7. Corporate Existence.......................................................................69
Section 10.8. Waiver of Certain Covenants...............................................................69
Section 10.9. Company Statement as to Compliance; Notice of Certain Defaults............................69
Section 10.10. Calculation of Original Issue Discount...................................................70

                                                ARTICLE 11

                                         REDEMPTION OF SECURITIES

Section 11.1. Applicability of Article..................................................................70
Section 11.2. Election to Redeem; Notice to Trustee.....................................................70
Section 11.3. Selection by Trustee of Securities to Be Redeemed.........................................70
Section 11.4. Notice of Redemption......................................................................71
Section 11.5. Deposit of Redemption Price...............................................................73
Section 11.6. Securities Payable on Redemption Date.....................................................73
Section 11.7. Securities Redeemed in Part...............................................................74

                                                ARTICLE 12

                                          [INTENTIONALLY OMITTED]


                                                ARTICLE 13

                                    REPAYMENT AT THE OPTION OF HOLDERS

Section 13.1. Applicability of Article..................................................................74

                                                ARTICLE 14

                                          [INTENTIONALLY OMITTED]


                                                ARTICLE 15

                                     MEETINGS OF HOLDERS OF SECURITIES

Section 15.1. Purposes for Which Meetings May Be Called.................................................75
Section 15.2. Call, Notice and Place of Meetings........................................................75
Section 15.3. Persons Entitled to Vote at Meetings......................................................75
Section 15.4. Quorum; Action............................................................................76
Section 15.5.  Determination of Voting Rights; Conduct and Adjournment of Meetings......................76
Section 15.6. Counting Votes and Recording Action of Meetings...........................................77
Section 15.7. Action Without Meeting....................................................................78

</TABLE>


<PAGE>




         INDENTURE, dated as of November [___], 2003 (the "Indenture"), between
THE STANLEY WORKS, a corporation duly organized and existing under the laws of
the State of Connecticut (hereinafter called the "Company"), having its
principal executive office located at 1000 Stanley Drive, New Britain,
Connecticut, 06053, and JPMORGAN CHASE BANK, a banking corporation duly
organized and existing under the laws of the State of New York (hereinafter
called the "Trustee"), having its Corporate Trust Office located at 4 New York
Plaza, New York, New York, 10004.

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its senior
unsecured debentures, notes or other evidences of indebtedness (hereinafter
called the "Securities"), unlimited as to principal amount, to bear such rates
of interest, to mature at such time or times, to be issued in one or more
series and to have such other provisions as shall be fixed as hereinafter
provided.

         The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of
the Company, in accordance with its terms, have been done.

         This Indenture is subject to the provisions of the Trust Indenture
Act of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder, that are required to be part of
this Indenture and, to the extent applicable, shall be governed by such
provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.1. Definitions.

         Except as otherwise expressly provided in or pursuant to this
Indenture or unless the context otherwise requires, for all purposes of this
Indenture:

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

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

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

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

               (5) references herein to Sections or Articles refer to Sections
         or Articles in this Indenture.

         Certain terms used principally in certain Articles hereof are defined
in those Articles.

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

         "Additional Amount[s]" means any additional amounts which are
required hereby or by any Security, under circumstances specified herein or
therein, to be paid by the Company in respect of certain taxes, assessments or
other governmental charges imposed on Holders specified therein and which are
owing to such Holders.

         "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control", when used with respect to any specified Person means the 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 the meanings correlative to
the foregoing.

         "Attributable Debt" in respect of any Sale and Lease-Back Transaction
means, as of the time of the determination, the lesser of (i) the sale price
of the Principal Property so leased multiplied by a fraction the numerator of
which is the remaining portion of the base term of the lease included in such
transaction and the denominator of which is the base term of such lease, and
(ii) the total obligation (discounted to present value at the implicit
interest factor, determined in accordance with generally accepted financial
practice, included in the rental payments or, if such interest factor cannot
readily be determined, at a rate of interest of 10% per annum, compounded
semi-annually) of the lessee for rental payments (other than amounts required
to be paid on account of property taxes as well as maintenance, repairs,
insurance, water rates and other items which do not constitute payments for
property rights) during the remaining portion of the base term of the lease
included in such transaction.

         "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.11 to act on behalf of the Trustee to authenticate
Securities of one or more series.

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

         "Authorized Officer" means, when used with respect to the Company,
the Chairman of the Board of Directors, a Vice Chairman, the President, any
Vice President, the Treasurer, an Assistant Treasurer, the Secretary or an
Assistant Secretary, of the Company.

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

         "Board of Directors" means the board of directors of the Company or
any committee of that board duly authorized to act generally or in any
particular respect for the Company hereunder.

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

         "Business Day", with respect to any Place of Payment or other
location, means, unless otherwise specified with respect to any Securities
pursuant to Section 3.1, any day other than a Saturday, Sunday or other day on
which banking institutions in such Place of Payment or other location are
authorized or obligated by law, regulation or executive order to close.

         "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934,
as amended, or, if at any time after the execution of this Indenture 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.

         "Common Stock" includes any capital stock of any class of the Company
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up
of the Company and which is not subject to redemption by the Company.

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

         "Company Request" and "Company Order" mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by the
Chairman of the Board of Directors, a Vice Chairman, the Chief Executive
Officer, 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.

         "Consolidated Net Worth" means the excess over current liabilities of
all assets properly appearing on a consolidated balance sheet of the Company
and its consolidated Subsidiaries after deducting the minority interests of
others in Subsidiaries.

         "Corporate Trust Office" means the corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered; which office at the date of original execution of
this Indenture is located at 4 New York Plaza, New York, New York 10004, or
the principal corporate trust office of any successor Trustee.

         "Corporation" includes corporations and, except for purposes of
Article Eight, associations, companies, business trusts and limited liability
companies.

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

         "Currency", with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, and with respect to any other payment,
deposit or transfer pursuant to or contemplated by the terms hereof or such
Security, means Dollars.

         "CUSIP number" means the alphanumeric designation assigned to a
Security by Standard & Poor's Corporation, CUSIP Service Bureau (or any Person
to whom this function may be sold or otherwise transferred).

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

         "Dollars" or "$" means a dollar or other equivalent unit of legal
tender for payment of public or private debts in the United States of America.

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

         "Foreign Currency" means any currency, currency unit or composite
currency issued by the government of one or more countries other than the
United States of America or by any recognized confederation or association of
such governments.

         "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which
the principal of or any premium or interest on such Security or any Additional
Amounts in respect thereof shall be payable, in each case where the payment or
payments thereunder are supported by the full faith and credit of such
government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America or such other government or governments, in each case where the
timely payment or payments thereunder are unconditionally guaranteed as a full
faith and credit obligation by the United States of America or such other
government or governments, and which, in the case of (i) or (ii), are not
callable or redeemable except at the option of the holders thereof, and shall
also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of or other amount with respect to any such
Government Obligation held by such custodian for the account of the holder of
a depository receipt, provided that (except as required by law) such custodian
is not authorized to make any deduction from the amount payable to the holder
of such depository receipt from any amount received by the custodian in
respect of the Government Obligation or the specific payment of interest on or
principal of or other amount with respect to the Government Obligation
evidenced by such depository receipt.

         "Holder", in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register and, in the
case of any Bearer Security, means the bearer thereof and, in the case of any
Coupon, means the bearer thereof.

         "Indebtedness" has the meaning specified in Section 10.5.

         "Indenture" means this instrument 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, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

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

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

         "Judgment Currency" has the meaning specified in Section 1.16.

         "Maturity", with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or
repurchase, notice of option to elect repayment or otherwise, and includes the
Redemption Date.

         "Mortgage has the meaning specified in Section 10.5.

         "New York Banking Day" has the meaning specified in Section 1.16.

         "Office" or "Agency", with respect to any Securities, means an office
or agency of the Company maintained or designated in a Place of Payment for
such Securities pursuant to Section 10.2 or any other office or agency of the
Company maintained or designated for such Securities pursuant to Section 10.2
or, to the extent designated or required by Section 10.2 in lieu of such office
or agency, the Corporate Trust Office of the Trustee.

         "Officer's Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman, the President or a Vice President of the Company,
that complies with the requirements of Section 314(e) of the Trust Indenture
Act and is delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be
an employee of or counsel for the Company or other counsel who shall be
reasonably acceptable to the Trustee, that, if required by the Trust Indenture
Act, complies with the requirements of Sections 314(c) and/or 314(e) of the
Trust Indenture Act.

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

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

               (a) any such Security theretofore cancelled by the Trustee or
         the Security Registrar or delivered to the Trustee or the Security
         Registrar for cancellation;

               (b) any such Security for whose payment at the Maturity thereof
         money in the necessary amount has been theretofore deposited pursuant
         hereto (other than pursuant to Section 4.2) with the Trustee or any
         Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its
         own Paying Agent) for the Holders of such Securities and any Coupons
         appertaining thereto, provided that, if such Securities are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Indenture or provision therefor satisfactory to the Trustee has
         been made;

               (c) any such Security with respect to which the Company has
         effected defeasance pursuant to the terms hereof, except to the extent
         provided in Section 4.2;

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

               (e) any such Security converted or exchanged as contemplated by
         this Indenture into Common Stock or other securities, if the terms of
         such Security provide for such conversion or exchange pursuant to
         Section 3.1;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present
at a meeting of Holders of Securities for quorum purposes, (i) the principal
amount of an Original Issue Discount Security that may be counted in making
such determination and that shall be deemed to be Outstanding for such
purposes shall be equal to the amount of the principal thereof that pursuant
to the terms of such Original Issue Discount Security would be declared (or
shall have been declared to be) due and payable upon a declaration of
acceleration thereof pursuant to Section 5.2 at the time of such
determination, and (ii) the principal amount of any Indexed Security that may
be counted in making such determination and that shall be deemed Outstanding
for such purposes shall be equal to the principal face amount of such Indexed
Security at original issuance, unless otherwise provided in or pursuant to
this Indenture, and (iii) Securities owned by the Company or any other obligor
upon the Securities or any Affiliate of the Company or such other obligor,
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in making any such
determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer of the Trustee actually knows to be so owned shall be so disregarded.
Securities so owned which shall have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee (A) the pledgee's right so to act with respect to such Securities and
(B) that the pledgee is not the Company or any other obligor upon the
Securities or any Coupons appertaining thereto or an Affiliate of the Company
or such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

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

         "Place of Payment", with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any
Additional Amounts with respect to such Security are payable as provided in or
pursuant to this Indenture or such Security.

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

         "Principal Property" means all real property and tangible personal
property constituting a manufacturing plant located within the United States
owned by the Company or a Restricted Subsidiary, exclusive of (i) motor
vehicles, mobile materials-handling equipment and other rolling stock, (ii)
office furnishings and equipment, information and electronic data processing
equipment, (iii) any property financed through obligations issued by a state
or possession of the United States, or any political subdivision or
instrumentality of the foregoing, on which the interest is not, in the opinion
of tax counsel of recognized standing or in accordance with a ruling issued by
the Internal Revenue Service, includible in gross income of the holder by
reason of Section 103(a) of the Internal Revenue Code (or any successor to
such provision) as in effect at the time of the issuance of such obligations,
(iv) any real property held for development or sale, or (v) any property the
gross book value of which (including related land and improvements thereon and
all machinery and equipment included therein without deduction of any
depreciation reserves) is less than 10% of Consolidated Net Worth or which the
Board of Directors of the Company determines is not material to the operation
of the business of the Company and its Subsidiaries taken as a whole.

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

         "Redemption Price", with respect to any Security or portion thereof
to be redeemed, means the price at which it is to be redeemed as determined by
or pursuant to this Indenture or such Security.

         "Registered Security" means any Security established pursuant to
Section 2.1 which is registered in a Security Register.

         "Regular Record Date" for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any,
specified in or pursuant to this Indenture or such Security as the "Regular
Record Date".

         "Required Currency" has the meaning specified in Section 1.16.

         "Responsible Officer" means any vice president, any assistant vice
president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, or any trust officer or any other officer of the Trustee
within the Institutional Trust Services-Conventional Debt Unit of the Trustee
(or any similar successor unit or department of the Trustee) located at the
Corporate Trust Office at the Trustee who has direct responsibility for the
administration of this Indenture and, for purposes of Section 6.1(3)(b) and
the first proviso of Section 6.3, shall also include any officer of the
Trustee to whom any corporate trust matter is referred because of his or her
knowledge of and familiarity with the particular subject.

         "Restricted Subsidiary" means a Subsidiary (i) substantially all the
property of which is located, or substantially all the business of which is
carried on, within the United States, and (ii) which owns a Principal
Property; provided, however, that the term shall not include any Subsidiary
which is solely or primarily engaged in the business of providing or obtaining
financing for the sale or lease of products sold or leased by the Company or
any Subsidiary or which is primarily engaged in the business of a finance
company either on a secured or an unsecured basis.

         "Sale and Lease-back Transaction" of a corporation means any
arrangement whereby (i) property has been or is to be sold or transferred by
such corporation to any Person with the intention on the part of such
corporation of taking back a lease of such property pursuant to which the
rental payments are calculated to amortize the purchase price of such property
substantially over the useful life of such property and (ii) such property is
in fact so leased by such corporation.

         "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case
may be, authenticated and delivered under this Indenture; provided, however,
that if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities", with respect to any such Person, shall mean
Securities authenticated and delivered under this Indenture, exclusive,
however, of Securities of any series as to which such Person is not Trustee.

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

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

         "Stated Maturity", with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due
and payable.

         "Subsidiary" means any corporation of which at least a majority of
all outstanding stock having ordinary voting power in the election of
directors of such corporation is at the time, directly or indirectly, owned by
the Company or by one or more Subsidiaries or by the Company and one or more
Subsidiaries.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time.

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

         "United States", except as otherwise provided in or pursuant to this
Indenture or any Security, means the United States of America (including the
states thereof and the District of Columbia), its territories and possessions
and other areas subject to its jurisdiction.

         "United States Alien", except as otherwise provided in or pursuant to
this Indenture or any Security, means any Person who, for United States
Federal income tax purposes, is a foreign corporation, a non-resident alien
individual, a non-resident alien fiduciary of a foreign estate or trust, or a
foreign partnership one or more of the members of which is, for United States
Federal income tax purposes, a foreign corporation, a non-resident alien
individual or a non-resident alien fiduciary of a foreign estate or trust.

         "U.S. Depository" or "Depository" means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Company in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Securities Exchange Act
of 1934, as amended, and, if so provided with respect to any Security, any
successor to such Person. If at any time there is more than one such Person,
"U.S. Depository" or "Depository" shall mean, with respect to any Securities,
the qualifying entity which has been appointed with respect to such
Securities.

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

         Section 1.2. Compliance Certificates and Opinions.

         Except as otherwise expressly provided in this Indenture, 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
Officer's Certificate stating or opining that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents or any of them is specifically required by any provision of
this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

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

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

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

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

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

         Section 1.3. Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion 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 an Opinion of Counsel, provided
that such officer, after reasonable inquiry, has no reason to believe and does
not believe that the Opinion of Counsel with respect to the matters upon which
his certificate or opinion is based is erroneous. Any such 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, provided that such counsel, after reasonable
inquiry, has no reason to believe, and does not believe 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 or any Security, they may, but need not, be
consolidated and form one instrument.

         Section 1.4. Acts of Holders.

         (1) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by or pursuant to 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. If, but only if, Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Fifteen, or a combination of
such instruments and any such record. Except as herein or therein otherwise
expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and
any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Holders signing such
instrument or instruments or so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee
and the Company and any agent of the Trustee or the Company, if made in the
manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 15.6.

         Without limiting the generality of this Section 1.4, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a U.S.
Depository that is a Holder of a global Security, may make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a U.S. Depository that is
a Holder of a global Security may provide its proxy or proxies to the
beneficial owners of interests in any such global Security through such U.S.
Depository's standing instructions and customary practices.

         The Company shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interest in any permanent global Security
held by a U.S. Depository entitled under the procedures of such U.S. Depository
to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided in or pursuant to this Indenture to be made, given or taken by
Holders. When such a record date is fixed, the Holders on such record date or
their duly appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction, notice,
consent, waiver or other Act, whether or not such Holders remain Holders after
such record date. No such request, demand, authorization, direction, notice,
consent, waiver or other Act shall be valid or effective if made, given or
taken more than 90 days after such record date.

         (2) The fact and date of the execution by any Person of any such
instrument or writing referred to in this Section 1.4 may be proved in any
reasonable manner; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.

         (3) The ownership, principal amount and serial numbers of Registered
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, shall be proved by the Security Register.

         (4) The ownership, principal amount and serial numbers of Bearer
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, may be proved by the production of such
Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary reasonably acceptable to the Company,
wherever situated, if such certificate shall be deemed by the Company and the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(i) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (ii) such Bearer Security is produced
to the Trustee by some other Person, or (iii) such Bearer Security is
surrendered in exchange for a Registered Security, or (iv) such Bearer Security
is no longer Outstanding. The ownership, principal amount and serial numbers of
Bearer Securities held by the Person so executing such instrument or writing
and the date of the commencement and the date of the termination of holding the
same may also be proved in any other manner which the Company and the Trustee
deem sufficient.

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

         (6) Any request, demand, authorization, direction, notice, consent,
waiver or other Act by 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 or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent or the Company in reliance thereon, whether or not
notation of such Act is made upon such Security.

         Section 1.5. Notices, Etc., to Trustee and Company.

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

               (1) the Trustee by any Holder or 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, or

               (2) the Company by the Trustee or 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 the attention of its Treasurer, with a copy
         to the attention of its General Counsel, at the address of its
         principal office specified in the first paragraph of this instrument
         or at any other address previously furnished in writing to the Trustee
         by the Company.

         Section 1.6. Notice to Holders of Securities; Waiver.

         Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

               (1) such notice shall be sufficiently given to Holders of
         Registered Securities if in writing and mailed, first-class postage
         prepaid, to each Holder of a Registered Security 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; and

               (2) such notice shall be sufficiently given to Holders of Bearer
         Securities, if any, if published in an Authorized Newspaper in The
         City of New York and, if such Securities are then listed on any stock
         exchange outside the United States, in an Authorized Newspaper in such
         city as the Company shall advise the Trustee that such stock exchange
         so requires, on a Business Day at least twice, the first such
         publication to be not earlier than the earliest date and the second
         such publication not later than the latest date prescribed for the
         giving of such notice.

         In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the 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.

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

         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 of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

         Section 1.7. Language of Notices.

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

         Section 1.8. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

         Section 1.9. 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 1.10. Successors and Assigns.

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

         Section 1.11. Separability Clause.

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

         Section 1.12. Benefits of Indenture.

         Nothing in this Indenture, any Security or any Coupon, express or
implied, shall give to any Person, other than (i) the parties hereto, (ii) any
Security Registrar, (iii) any Paying Agent, (iv) any Authenticating Agent, (v)
the successors to each of the parties named in (i), (ii), (iii) and (iv) of
this paragraph and, (vi) the Holders of Securities or Coupons, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

         Section 1.13. Governing Law; Waiver of Trial by Jury; and
Jurisdiction.

         This Indenture, the Securities and the Coupons shall be governed by
and construed in accordance with the law of the State of New York (including
without limitation Section 5-1401 of the New York General Obligations Law or
any successor to such statute). The Trustee, the Company, and (by their
acceptance of the Securities) the Holders, agree to submit to the non-exclusive
jurisdiction of any United States federal or state court located in the Borough
of Manhattan, in The City of New York in any action or proceeding arising out
of or relating to this Indenture or the Securities. The Trustee and the Company
hereby knowingly, voluntarily and intentionally waive any rights they may have
to a trial by jury in respect of any litigation based hereon, or arising out
of, under or in connection with, this Indenture or any course of conduct,
course of dealing, statements (whether oral or written) or actions of the
Trustee or the Company relating thereto. The Company acknowledges and agrees
that it has received full and sufficient consideration for this provision and
that this provision is a material inducement for the Trustee and the Holders
entering into this Indenture.

         Section 1.14. Legal Holidays.

         Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or
exchangeable, shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon that specifically
states that such provision shall apply in lieu hereof) payment need not be made
at such Place of Payment on such date, and such Securities need not be
converted or exchanged on such date but such payment may be made, and such
Securities may be converted or exchanged, on the next succeeding day that is a
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or at the Stated Maturity or Maturity or on such
last day for conversion or exchange, and no interest shall accrue on the amount
payable on such date or at such time for the period from and after such
Interest Payment Date, Stated Maturity, Maturity or last day for conversion or
exchange, as the case may be, to such next succeeding Business Day.

         Section 1.15. Counterparts.

         This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

         Section 1.16. Judgment Currency.

         The Company agrees, to the fullest extent that it may effectively do
so under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due in respect of the principal
of, or premium or interest, if any, on, or Additional Amounts with respect to,
the Securities of any series (the "Required Currency") into a currency in which
a judgment will be rendered (the "Judgment Currency"), the rate of exchange
used shall be the rate at which in accordance with normal banking procedures
the Trustee could purchase in The City of New York the requisite amount of the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which a final unappealable judgment is given and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with clause (a)), in any
currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause of
action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be affected by
judgment being obtained for any other sum due under this Indenture. For
purposes of the foregoing, "New York Banking Day" means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or obligated by
law, regulation or executive order to be closed.

         Section 1.17. No Security Interest Created.

         Subject to the provisions of Section 10.5, nothing in this Indenture
or in any Securities, express or implied, shall be construed to constitute a
security interest under the Uniform Commercial Code or similar legislation, as
now or hereafter enacted and in effect in any jurisdiction where property of
the Company or its Subsidiaries is or may be located.

         Section 1.18. Limitation on Individual Liability.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly understood that this Indenture and
the obligations issued hereunder are solely corporate obligations, and that no
such personal liability whatever shall attach to, or is or shall be incurred
by, the incorporators, shareholders, officers or directors, as such, of the
Company, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied therefrom; and that
any and all such personal liability of every name and nature, either at common
law or in equity or by constitution or statute, of, and any and all such rights
and claims against, every such incorporator, shareholder, officer or director,
as such, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any Security or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Security.

                                   ARTICLE 2

                                SECURITIES FORMS

         Section 2.1. Forms Generally.

         Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the
form established by or pursuant to a Board Resolution and set forth in an
Officer's Certificate or in one or more indentures supplemental hereto, shall
have such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Security or
Coupon as evidenced by their execution of such Security or Coupon.

         Unless otherwise provided in or pursuant to this Indenture, any
Securities, or the Board Resolution or any indenture supplemental hereto
establishing such series of Securities, the Securities shall be issuable in
registered form without Coupons and shall not be issuable upon the exercise of
warrants.

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

         Section 2.2. Form of Trustee's Certificate of Authentication.

         Subject to Section 6.11, the Trustee's certificate of authentication
shall be in substantially the following form:

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

                                      JPMORGAN CHASE BANK,
                                          as Trustee


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

         Section 2.3. Securities in Global Form.

         If Securities of a series shall be issuable in global form, any such
Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 3.3 or 3.4 with respect
thereto. Subject to the provisions of Section 3.3 and, if applicable, Section
3.4, the Trustee shall deliver and redeliver, in each case at the Company's
expense, any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or 3.4 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officer's Certificate and need not be
accompanied by an Opinion of Counsel.

         Notwithstanding the provisions of Section 3.7, unless otherwise
specified in or pursuant to this Indenture, any Securities, or the Board
Resolution or any indenture supplemental hereto establishing such series of
Securities, payment of principal of, any premium and interest on, and any
Additional Amounts in respect of, any Security in temporary or permanent global
form shall be made to the Person or Persons specified therein.

         Notwithstanding the provisions of Section 3.8 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company or the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a global Security (i) in the case of a
global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form, the
Person or Persons specified pursuant to Section 3.1.

                                   ARTICLE 3

                                 THE SECURITIES

         Section 3.1. Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series.

         With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to a Board Resolution and
set forth in an Officer's Certificate, or established in one or more indentures
supplemental hereto,

               (1) the title of such Securities and the series in which such
         Securities shall be included;

               (2) any limit upon the aggregate principal amount of the
         Securities of such title or the Securities of such 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 such series
         pursuant to Section 3.4, 3.5, 3.6, 9.5 or 11.7, upon repayment in part
         of any Registered Security of such series pursuant to Article
         Thirteen, upon surrender in part of any Registered Security for
         conversion into Common Stock or exchange for other securities pursuant
         to its terms, or pursuant to or as contemplated by the terms of such
         Securities);

               (3) if such Securities are to be issuable as Registered
         Securities, as Bearer Securities or alternatively as Bearer Securities
         and Registered Securities, and whether the Bearer Securities are to be
         issuable with Coupons, without Coupons or both, and any restrictions
         applicable to the offer, sale or delivery of the Bearer Securities and
         the terms, if any, upon which Bearer Securities may be exchanged for
         Registered Securities and vice versa;

               (4) if any of such Securities are to be issuable in global form,
         when any of such Securities are to be issuable in global form and (i)
         whether such Securities are to be issued in temporary or permanent
         global form or both, (ii) whether beneficial owners of interests in
         any such global Security may exchange such interests for Securities of
         the same series and of like tenor and of any authorized form and
         denomination, and the circumstances under which any such exchanges may
         occur, if other than in the manner specified in Section 3.5, and (iii)
         the name of the Depository or the U.S. Depository, as the case may be,
         with respect to any such global Security;

               (5) if any of such Securities are to be issuable as Bearer
         Securities or in global form, the date as of which any such Bearer
         Security or global Security shall be dated (if other than the date of
         original issuance of the first of such Securities to be issued);

               (6) if any of such Securities are to be issuable as Bearer
         Securities, whether interest in respect of any portion of a temporary
         Bearer Security in global form payable in respect of an Interest
         Payment Date therefor prior to the exchange, if any, of such temporary
         Bearer Security for definitive Securities shall be paid to any
         clearing organization with respect to the portion of such temporary
         Bearer Security held for its account and, in such event, the terms and
         conditions (including any certification requirements) upon which any
         such interest payment received by a clearing organization will be
         credited to the Persons entitled to interest payable on such Interest
         Payment Date;

               (7) the date or dates, or the method or methods, if any, by
         which such date or dates shall be determined, on which the principal
         of such Securities is payable;

               (8) the rate or rates at which such Securities shall bear
         interest, if any, or the method, or methods, if any, by which such
         rate or rates are to be determined, the date or dates, if any, from
         which such interest shall accrue or the method or methods, if any, by
         which such date or dates are to be determined, the Interest Payment
         Dates, if any, on which such interest shall be payable and the Regular
         Record Date, if any, for the interest payable on Registered Securities
         on any Interest Payment Date, whether and under what circumstances
         Additional Amounts on such Securities or any of them shall be payable,
         the notice, if any, to Holders regarding the determination of interest
         on a floating rate Security and the manner of giving such notice, and
         the basis upon which interest shall be calculated if other than that
         of a 360-day year of twelve 30-day months;

               (9) if in addition to or other than the Borough of Manhattan,
         The City of New York, the place, or places where the principal of, any
         premium and interest on or any Additional Amounts with respect to such
         Securities shall be payable, any of such Securities that are
         Registered Securities may be surrendered for registration of transfer
         or exchange, any of such Securities may be surrendered for conversion
         or exchange and notices or demands to or upon the Company in respect
         of such Securities and this Indenture may be served, the extent to
         which, or the manner in which, any interest payment or Additional
         Amounts on a global Security on an Interest Payment Date, will be paid
         and the manner in which any principal of or premium, if any, on any
         global Security will be paid;

               (10) whether any of such Securities are to be redeemable at the
         option of the Company and, if so, the date or dates on which, the
         period or periods within which, the price or prices at which and the
         other terms and conditions upon which such Securities may be redeemed,
         in whole or in part, at the option of the Company;

               (11) whether the Company is obligated to redeem or purchase any
         of such Securities or at the option of any Holder thereof and, if so,
         the date or dates on which, the period or periods within which, the
         price or prices at which and the other terms and conditions upon which
         such Securities shall be redeemed or purchased, in whole or in part,
         pursuant to such obligation, and any provisions for the remarketing of
         such Securities so redeemed or purchased;

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

               (13) whether the Securities of the series will be convertible
         into shares of Common Stock and/or exchangeable for other securities,
         and if so, the terms and conditions upon which such Securities will be
         so convertible or exchangeable, and any deletions from or
         modifications or additions to this Indenture to permit or to
         facilitate the issuance of such convertible or exchangeable Securities
         or the administration thereof;

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

               (15) [Intentionally Omitted]

               (16) [Intentionally Omitted]

               (17) whether the amount of payments of principal of, any premium
         or interest on or any Additional Amounts with respect to such
         Securities may be determined with reference to an index, formula or
         other method or methods (which index, formula or method or methods may
         be based, without limitation, on one or more Currencies, commodities,
         equity securities, equity indices or other indices), and, if so, the
         terms and conditions upon which and the manner in which such amounts
         shall be determined and paid or payable;

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

               (19) whether either or both of Section 4.2(2) relating to
         defeasance or Section 4.2(3) relating to covenant defeasance shall not
         be applicable to the Securities of such series, or any covenants in
         addition to those specified in Section 4.2(3) relating to the
         Securities of such series which shall be subject to covenant of
         defeasance, and any deletions from, or modifications or additions to,
         the provisions of Article Four in respect of the Securities of such
         series;

               (20) whether any of such Securities are to be issuable upon the
         exercise of warrants, and the time, manner and place for such
         Securities to be authenticated and delivered;

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

               (22) if there is more than one Trustee, the identity of the
         Trustee and, if not the Trustee, the identity of each Security
         Registrar, Paying Agent or Authenticating Agent with respect to such
         Securities; and

               (23) any other terms of such Securities and any other deletions
         from or modifications or additions to this Indenture in respect of
         such Securities.

         All Securities of any one series and all Coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as
to Currency of payments due thereunder, denomination and the rate of interest
thereon, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officer's Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officer's Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officer's Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officer's Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.

         If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officer's Certificate setting forth the terms of such series.

         Section 3.2. Currency; Denominations.

         Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise
provided in or pursuant to this Indenture, Registered Securities denominated in
Dollars shall be issuable in registered form without Coupons in denominations
of $1,000 and any integral multiple thereof, and the Bearer Securities
denominated in Dollars shall be issuable in the denomination of $5,000.
Securities not denominated in Dollars shall be issuable in such denominations
as are established with respect to such Securities in or pursuant to this
Indenture.

         Section 3.3. Execution, Authentication, Delivery and Dating.

         Securities shall be executed on behalf of the Company by its Chairman
of the Board, a Vice Chairman, its Chief Executive Officer, its President, its
Chief Financial Officer, its Treasurer, one of its Assistant Treasurers or any
Vice President. Coupons shall be executed on behalf of the Company by the
Treasurer or any Assistant Treasurer of the Company. The signature of any of
these officers on the Securities or any Coupons appertaining thereto may be
manual or facsimile.

         Securities and any Coupons appertaining thereto 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 and Coupons or did not hold such offices at the
date of original issuance of such Securities or Coupons.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for
authentication and, provided that the Board Resolution and Officer's
Certificate or supplemental indenture or indentures with respect to such
Securities referred to in Section 3.1 and a Company Order for the
authentication and delivery of such Securities have been delivered to the
Trustee, the Trustee in accordance with the Company Order and subject to the
provisions hereof and of such Securities shall authenticate and deliver such
Securities. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities and any
Coupons appertaining thereto, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon,

               (1) an Opinion of Counsel to the effect that:

                      (a) the form or forms and terms of such Securities and
               Coupons, if any, have been established in conformity with the
               provisions of this Indenture;

                      (b) all conditions precedent to the authentication and
               delivery of such Securities and Coupons, if any, appertaining
               thereto, have been complied with and that such Securities and
               Coupons, when completed by appropriate insertions, and executed
               by a duly authorized officer of the Company, delivered by a duly
               authorized officer of the Company to the Trustee for
               authentication pursuant to this Indenture, and authenticated and
               delivered by the Trustee and issued by the Company in the manner
               and subject to any conditions specified in such Opinion of
               Counsel, will constitute legally valid and binding obligations
               of the Company, enforceable against the Company in accordance
               with their terms, except as enforcement thereof may be subject
               to or limited by bankruptcy, insolvency, reorganization,
               moratorium, arrangement, fraudulent conveyance, fraudulent
               transfer or other similar laws relating to or affecting
               creditors' rights generally, and subject to general principles
               of equity (regardless of whether enforcement is sought in a
               proceeding in equity or at law) and will entitle the Holders
               thereof to the benefits of this Indenture; such Opinion of
               Counsel need express no opinion as to the availability of
               equitable remedies; and

                      (c) the execution, delivery and performance of such
               Securities and Coupons, if any, will not (assuming the Company's
               compliance with all applicable state securities or "Blue Sky"
               laws and except as would not result in a material adverse effect
               on the business affairs, financial condition, earnings or
               results of operations of the Company) result in any violation of
               any applicable law, statute, rule, regulation, judgment, order,
               writ or decree, known to such Counsel, of any federal or state
               government, government instrumentality or court having
               jurisdiction over the Company or any of its properties, assets
               or operations.

and, to the extent that this Indenture is required to be qualified under the
Trust Indenture Act in connection with the issuance of such Securities, to the
further effect that:

                      (d) this Indenture has been qualified under the Trust
               Indenture Act; and

               (2) an Officer's Certificate stating that all conditions
         precedent to the execution, authentication and delivery of such
         Securities and Coupons, if any, appertaining thereto, have been
         complied with and that, to the best knowledge of the Person executing
         such certificate, no event which is, or after notice or lapse of time
         would become, an Event of Default with respect to any of the
         Securities shall have occurred and be continuing.

         If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and an Officer's
Certificate at the time of issuance of each Security, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before
the time of issuance of the first Security of such series. After any such
first delivery, any separate written request by an Authorized Officer of the
Company that the Trustee authenticate and deliver Securities of such series
for original issue will be deemed to be a certification by the Company that
all conditions precedent provided for in this Indenture relating to
authentication and delivery of such Securities continue to have been complied
with.

         The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be
taken.

         Each Registered Security shall be dated the date of its
authentication. Each Bearer Security and any Bearer Security in global form
shall be dated as of the date specified in or pursuant to this Indenture.

         No Security or Coupon appertaining thereto 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 in Section 2.2 or 6.13 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
Authorized Officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee
shall not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled.

         Section 3.4. Temporary Securities.

         Pending the preparation of definitive Securities, the Company may
execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

         Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
are issued, the Company shall cause definitive Securities to be prepared
without unreasonable delay. After the preparation of definitive Securities of
the same series and containing terms and provisions that are identical to those
of any temporary Securities, such temporary Securities shall be exchangeable
for such definitive Securities upon surrender of such temporary Securities at
an Office or Agency for such Securities, without charge to any Holder thereof.
Upon surrender for cancellation of any one or more temporary Securities
(accompanied by any unmatured Coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of authorized denominations of
the same series and containing identical terms and provisions; provided,
however, that no definitive Bearer Security, except as provided in or pursuant
to this Indenture, shall be delivered in exchange for a temporary Registered
Security; and provided further that a definitive Bearer Security shall be
delivered in exchange for a temporary Bearer Security only in compliance with
the conditions set forth in or pursuant to this Indenture. Unless otherwise
provided in or pursuant to this Indenture with respect to a temporary global
Security, 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 3.5. Registration, Transfer and Exchange.

         With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as, it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been
appointed by the Company and shall have accepted such appointment by the
Company. In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.

         Upon surrender for registration of transfer of any Registered Security
of any series at any Office or Agency for such series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series denominated as authorized in or pursuant to this Indenture, of
a like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

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

         If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of
such series may be exchanged for Registered Securities of such series
containing identical terms, denominated as authorized in or pursuant to this
Indenture and in the same aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged at any Office or Agency for such series, with
all unmatured Coupons and all matured Coupons in default thereto appertaining.
If the Holder of a Bearer Security is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company and the Trustee in an amount equal to the face amount
of such missing Coupon or Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee if there is furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Bearer Security
shall surrender to any Paying Agent any such missing Coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 10.2, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for
such series located outside the United States. Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such Office or
Agency for such series in exchange for a Registered Security of such series and
like tenor after the close of business at such Office or Agency on (i) any
Regular Record Date and before the opening of business at such Office or Agency
on the next succeeding Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such Office or Agency on the related date
for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such Coupon is so surrendered with such
Bearer Security, such Coupon shall be returned to the Person so surrendering
the Bearer Security), and interest or Defaulted Interest, as the case may be,
shall not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the Holder of
such Coupon when due in accordance with the provisions of this Indenture.

         If provided in or pursuant to this Indenture with respect to
Securities of any series, at the option of the Holder, Registered Securities of
such series may be exchanged for Bearer Securities upon such terms and
conditions as may be provided in or pursuant to this Indenture with respect to
such series.

         Whenever any Securities are surrendered for exchange as contemplated
by the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

         Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any Securities, or the Board Resolution or any
indenture supplemental hereto establishing such series of Securities, any
global Security shall be exchangeable for definitive Securities only if (i) the
Depository is at any time unwilling, unable or ineligible to continue as
depository and a successor depository is not appointed by the Company within 90
days of the date the Company is so informed in writing, (ii) the Company
executes and delivers to the Trustee a Company Order to the effect that such
global Security shall be so exchangeable, or (iii) an Event of Default has
occurred and is continuing with respect to the Securities. If the beneficial
owners of interests in a global Security are entitled to exchange such
interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary
delay but in any event not later than the earliest date on which such interests
may be so exchanged, the Company shall deliver to the Trustee definitive
Securities in such form and denominations as are required by or pursuant to
this Indenture, and of the same series, containing identical terms and in
aggregate principal amount equal to the principal amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from
time to time by the U.S. Depository or such other Depository as shall be
specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depository or such other
Depository, as the case may be (which instructions shall be in writing but need
not be contained in or accompanied by an Officer's Certificate or be
accompanied by an Opinion of Counsel), as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company's agent for such
purpose, to be exchanged, in whole or in part, for definitive Securities as
described above without charge. The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered global
Security, a like aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such global Security to be exchanged, which (unless such Securities are not
issuable both as Bearer Securities and as Registered Securities, in which case
the definitive Securities exchanged for the global Security shall be issuable
only in the form in which the Securities are issuable, as provided in or
pursuant to this Indenture) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof, but subject to the satisfaction of any certification
or other requirements to the issuance of Bearer Securities; provided, however,
that no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities of the same series to be
redeemed and ending on the relevant Redemption Date; and provided further that
(unless otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following
any such exchange in part, such global Security shall be returned by the
Trustee to such Depository or the U.S. Depository, as the case may be, or such
other Depository or U.S. Depository referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a global Security after the close of
business at the Office or Agency for such Security where such exchange occurs
on or after (i) any Regular Record Date for such Security and before the
opening of business at such Office or Agency on the next succeeding Interest
Payment Date, or (ii) any Special Record Date for such Security and before the
opening of business at such Office or Agency on the related proposed date for
payment of interest or Defaulted Interest, as the case may be, interest shall
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of such Registered Security, but shall be payable
on such Interest Payment Date or proposed date for payment, as the case may be,
only to the Person to whom interest in respect of such portion of such global
Security shall be payable in accordance with the provisions of this Indenture.

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

         Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Security Registrar for such Security) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar for such Security 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, or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge and any other
expenses (including fees and expenses of the Trustee) that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer.

         Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or
exchange any Securities during a period beginning at the opening of business 15
days before the day of the selection for redemption of Securities of like tenor
and the same series under Section 11.3 and ending at the close of business on
the day of such selection, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except in
the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security so selected for redemption
except, to the extent provided with respect to such Bearer Security, that, such
Bearer Security may be exchanged for a Registered Security of like tenor and
the same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture or (iv) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so only if
and when expressly required by the terms of, this Indenture.

         Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 3.6, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

         If there be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
Coupon and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or Coupon has been
acquired by a protected purchaser, the Company shall execute and, upon the
Company's request the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Security or in
exchange for the Security to which a destroyed, lost or stolen Coupon
appertains with all appurtenant Coupons not destroyed, lost or stolen, a new
Security of the same series containing identical terms and of like principal
amount and bearing a number not contemporaneously outstanding, with Coupons
appertaining thereto corresponding to the Coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen Coupon appertains.

         Notwithstanding the foregoing provisions of this Section 3.6, in case
any mutilated, destroyed, lost or stolen Security or Coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 10.2, be payable only at an Office or Agency for such Securities
located outside the United States and, unless otherwise provided in or pursuant
to this Indenture, any interest on Bearer Securities and any Additional Amounts
with respect to such interest shall be payable only upon presentation and
surrender of the Coupons appertaining thereto.

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

         Every new Security, with any Coupons appertaining thereto issued
pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security,
or in exchange for a Security to which a destroyed, lost or stolen Coupon
appertains shall constitute a separate obligation of the Company, whether or
not the destroyed, lost or stolen Security and Coupons appertaining thereto or
the destroyed, lost or stolen Coupon shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.

         The provisions of this Section 3.6, as amended or supplemented
pursuant to this Indenture with respect to particular Securities or generally,
shall be exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons.

         Section 3.7. Payment of Interest and Certain Additional Amounts;
                      Rights to Interest and Certain Additional Amounts
                      Preserved.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, and are punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered as of the close of
business on the Regular Record Date for such interest.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, but shall not be punctually paid or duly provided for,
on any Interest Payment Date for such Registered Security (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder; and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

               (1) The Company may elect to make payment of any Defaulted
         Interest to the Person in whose name such Registered Security (or a
         Predecessor Security thereof) shall be registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed by the Company in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on such Registered Security,
         the Special Record Date therefor 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 on or prior to the date
         of the proposed payment, such money when so deposited to be held in
         trust for the benefit of the Person entitled to such Defaulted
         Interest as in this clause provided. The Special Record Date for the
         payment of such Defaulted Interest 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 notification to the Trustee of the
         proposed payment. The Trustee shall, in the name and at the expense of
         the Company, cause notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor to be mailed,
         first-class postage prepaid, to the Holder of such Registered Security
         (or a Predecessor Security thereof) at his address as it appears in
         the Security Register not less than 10 days prior to such Special
         Record Date. The Trustee may, if so directed by the Company, in the
         name and at the expense of the Company cause a similar notice to be
         published at least once in an Authorized Newspaper of general
         circulation in the Borough of Manhattan, The City of New York, but
         such publication shall not be a condition precedent to the
         establishment of such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date
         therefor having been mailed as aforesaid, such Defaulted Interest
         shall be paid to the Person in whose name such Registered Security (or
         a Predecessor Security thereof) shall be registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (2).

               (2) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which such Security 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 payment shall be deemed practicable by the
         Trustee.

         Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company, interest on Registered Securities that
bear interest may be paid by mailing a check to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
transfer to an account maintained by the payee with a bank located in the
United States.

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

         In the case of any Registered Security of any series that is
convertible into shares of Common Stock or exchangeable for other securities,
which Registered Security is converted or exchanged after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Registered Security with respect to which the Stated Maturity is prior to
such Interest Payment Date), interest with respect to which the Stated Maturity
is on such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion or exchange, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Registered Security which is converted or exchanged, interest with
respect to which the Stated Maturity is after the date of conversion or
exchange of such Registered Security shall not be payable.

         Section 3.8. Persons Deemed Owners.

         Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in
the Security Register as the owner of such Registered Security for the purpose
of receiving payment of principal of, any premium and (subject to Sections 3.5
and 3.7) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

         No Holder of any beneficial interest in any global Security held on
its behalf by a Depository shall have any rights under this Indenture with
respect to such global Security, and such Depository may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

         Section 3.9. Cancellation.

         All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and any such
Securities and Coupons, as well as Securities and Coupons surrendered directly
to the Trustee for any such purpose, shall be cancelled promptly by the
Trustee. 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 all Securities so
delivered shall be cancelled promptly by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by or pursuant to this
Indenture. All cancelled Securities and Coupons held by the Trustee shall be
disposed of by the Trustee in accordance with its then practices, unless by a
Company Order the Company directs their return to it.

         Section 3.10. Computation of Interest.

         Except as otherwise provided in or pursuant to this Indenture, any
Security, or the Board Resolution or any indenture supplemental hereto
establishing such series of Securities, interest on the Securities shall be
computed on the basis of a 360-day year of twelve 30-day months.

         Section 3.11. CUSIP Numbers.

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

                                   ARTICLE 4

                    SATISFACTION AND DISCHARGE OF INDENTURE

         Section 4.1. Satisfaction and Discharge.

         Upon the direction of the Company by a Company Order, this Indenture
shall cease to be of further effect with respect to any series of Securities
specified in such Company Order and any Coupons appertaining thereto, and the
Trustee, on receipt of a Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when

               (1) either

                      (a) all Securities of such series theretofore
               authenticated and delivered and all Coupons appertaining thereto
               (other than (i) Coupons appertaining to Bearer Securities of
               such series surrendered in exchange for Registered Securities of
               such series and maturing after such exchange whose surrender is
               not required or has been waived as provided in Section 3.5, (ii)
               Securities and Coupons of such series which have been destroyed,
               lost or stolen and which have been replaced or paid as provided
               in Section 3.6, (iii) Coupons appertaining to Securities of such
               series called for redemption and maturing after the relevant
               Redemption Date whose surrender has been waived as provided in
               Section 11.7, and (iv) Securities and Coupons of such series for
               whose payment money has theretofore been deposited in trust or
               segregated and held in trust by the Company and thereafter
               repaid to the Company or discharged from such trust, as provided
               in Section 10.3) have been delivered to the Trustee for
               cancellation; or

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

                            (i) have become due and payable, or

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

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

               and the Company, in the case of (i), (ii) or (iii) above, has
               deposited or caused to be deposited with the Trustee as trust
               funds in trust for such purpose, money in the Currency in which
               such Securities are payable in an amount sufficient to pay and
               discharge the entire indebtedness on such Securities and any
               Coupons appertaining thereto not theretofore delivered to the
               Trustee for cancellation, including the principal of, any
               premium and interest on, and any Additional Amounts with respect
               to such Securities and any Coupons appertaining thereto, to the
               date of such deposit (in the case of Securities which have
               become due and payable) or the Maturity thereof or the date of
               redemption, as the case may be;

               (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company with respect to the Outstanding
         Securities of such series and any Coupons appertaining thereto; and

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

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 6.7 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of
such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the
payment of Additional Amounts, if any, with respect to such Securities as
contemplated by Section 10.4 (but only to the extent that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in
respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and with
respect to any rights to convert or exchange such Securities into Common Stock
or other securities shall survive.

         Section 4.2. Defeasance and Covenant Defeasance.

         (1) Unless pursuant to Section 3.1, either or both of (i) defeasance
of the Securities of or within a series under clause (2) of this Section 4.2
shall not be applicable with respect to the Securities of such series or (ii)
covenant defeasance of the Securities of or within a series under clause (3) of
this Section 4.2 shall not be applicable with respect to the Securities of such
series, then such provisions, together with the other provisions of this
Section 4.2 (with such modifications thereto as may be specified pursuant to
Section 3.1 with respect to any Securities), shall be applicable to such
Securities and any Coupons appertaining thereto, and the Company may at its
option by Board Resolution, at any time, with respect to such Securities and
any Coupons appertaining thereto, elect to have Section 4.2(2) or Section
4.2(3) be applied to such Outstanding Securities and any Coupons appertaining
thereto upon compliance with the conditions set forth below in this Section
4.2.

         (2) Upon the Company's exercise of the above option applicable to this
Section 4.2(2) with respect to any Securities of or within a series, the
Company shall be deemed to have been discharged from its obligations with
respect to such Outstanding Securities and any Coupons appertaining thereto on
the date the conditions set forth in clause (4) of this Section 4.2 are
satisfied (hereinafter, "defeasance"). For this purpose, such defeasance means
that the Company shall be deemed to have paid and discharged the entire
indebtedness represented by such Outstanding Securities and any Coupons
appertaining thereto, which shall thereafter be deemed to be "Outstanding" only
for the purposes of clause (4) of this Section 4.2 and the other Sections of
this Indenture referred to in clauses (i) and (ii) below, and to have satisfied
all of its other obligations under such Securities and any Coupons appertaining
thereto and this Indenture insofar as such Securities and any Coupons
appertaining thereto are concerned (and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following which shall survive until otherwise terminated or discharged
hereunder: (i) the rights of Holders of such Outstanding Securities and any
Coupons appertaining thereto to receive, solely from the trust fund described
in clause (4) of this Section 4.2 and as more fully set forth in such clause,
payments in respect of the principal of (and premium, if any) and interest, if
any, on, and Additional Amounts, if any, with respect to, such Securities and
any Coupons appertaining thereto when such payments are due, and any rights of
such Holder to convert such Securities into Common Stock or exchange such
Securities for other securities, (ii) the obligations of the Company and the
Trustee with respect to such Securities under Sections 3.5, 3.6, 10.2 and 10.3
and with respect to the payment of Additional Amounts, if any, on such
Securities as contemplated by Section 10.4 (but only to the extent that the
Additional Amounts payable with respect to such Securities exceed the amount
deposited in respect of such Additional Amounts pursuant to Section 4.2(4)(a)
below), and with respect to any rights to convert such Securities into Common
Stock or exchange such Securities for other securities, (iii) the rights,
powers, trusts, duties and immunities of the Trustee hereunder and (iv) this
Section 4.2. The Company may exercise its option under this Section 4.2(2)
notwithstanding the prior exercise of its option under clause (3) of this
Section 4.2 with respect to such Securities and any Coupons appertaining
thereto.

         (3) Upon the Company's exercise of the option to have this Section
4.2(3) apply with respect to any Securities of or within a series, the Company
shall be released from its obligations under Sections 10.5 and 10.6, and, to
the extent specified pursuant to Section 3.1(19), any other covenant applicable
to such Securities, with respect to such Outstanding Securities and any Coupons
appertaining thereto on and after the date the conditions set forth in clause
(4) of this Section 4.2 are satisfied (hereinafter, "covenant defeasance"), and
such Securities and any Coupons appertaining thereto shall thereafter be deemed
to be not "Outstanding" for the purposes of any direction, waiver, consent or
declaration or Act of Holders (and the consequences of any thereof) in
connection with any such covenant, but shall continue to be deemed
"Outstanding" for all other purposes hereunder. For this purpose, such covenant
defeasance means that, with respect to such Outstanding Securities and any
Coupons appertaining thereto, the Company may omit to comply with, and shall
have no liability in respect of, any term, condition or limitation set forth in
any such Section or such other covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such Section or such other
covenant or by reason of reference in any such Section or such other covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a default or an Event of Default under Section
5.1(4) or 5.1(8) or otherwise, as the case may be, but, except as specified
above, the remainder of this Indenture and such Securities and Coupons
appertaining thereto shall be unaffected thereby.

         (4) The following shall be the conditions to application of clause (2)
or (3) of this Section 4.2 to any Outstanding Securities of or within a series
and any Coupons appertaining thereto:

               (a) The Company shall irrevocably have deposited or caused to be
         deposited with the Trustee (or another trustee satisfying the
         requirements of Section 6.8 who shall agree to comply with the
         provisions of this Section 4.2 applicable to it) as trust funds in
         trust for the purpose of making the following payments, specifically
         pledged as security for, and dedicated solely to, the benefit of the
         Holders of such Securities and any Coupons appertaining thereto, (1)
         an amount in Dollars in which such Securities and any Coupons
         appertaining thereto are then specified as payable at Stated Maturity,
         (2) Government Obligations or (3) a combination thereof, applicable to
         such Securities and Coupons appertaining thereto (determined on the
         basis of the Currency in which such Securities and Coupons
         appertaining thereto are then specified as payable at Stated Maturity)
         which through the scheduled payment of principal and interest in
         respect thereof in accordance with their terms will provide money in
         an amount, not later than one day before the due date of any payment
         of principal of (and premium, if any) and interest, if any, on such
         Securities and any Coupons appertaining thereto, sufficient, without
         consideration of any reinvestment of such principal and interest, in
         the opinion of a nationally recognized firm of independent public
         accountants expressed in a written certification thereof delivered to
         the Trustee, to pay and discharge, and which shall be applied by the
         Trustee (or other qualifying trustee) to pay and discharge the
         principal of (and premium, if any) and interest, if any, on such
         Outstanding Securities and any Coupons appertaining thereto at the
         Stated Maturity of such principal or installment of principal or
         premium or interest.

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

               (c) No Event of Default or event which with notice or lapse of
         time or both would become an Event of Default with respect to such
         Securities and any Coupons appertaining thereto shall have occurred
         and be continuing on the date of such deposit and, with respect to
         defeasance only, at any time during the period ending on the 123rd day
         after the date of such deposit (it being understood that this
         condition shall not be deemed satisfied until the expiration of such
         period).

               (d) In the case of an election under clause (2) of this Section
         4.2, the Company shall have delivered to the Trustee an Opinion of
         Counsel stating that (i) the Company has received from the Internal
         Revenue Service a letter ruling, or there has been published by the
         Internal Revenue Service a revenue ruling, or (ii) since the date of
         execution of this Indenture, there has been a change in the applicable
         Federal income tax law, in either case to the effect that, and based
         thereon such opinion shall confirm that, the Holders of such
         Outstanding Securities and any Coupons appertaining thereto will not
         recognize income, gain or loss for Federal income tax purposes as a
         result of such defeasance and will be subject to Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such defeasance had not occurred.

               (e) In the case of an election under clause (3) of this Section
         4.2, the Company shall have delivered to the Trustee an Opinion of
         Counsel to the effect that the Holders of such Outstanding Securities
         and any Coupons appertaining thereto will not recognize income, gain
         or loss for Federal income tax purposes as a result of such covenant
         defeasance and will be subject to Federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such covenant defeasance had not occurred.

               (f) The Company shall have delivered to the Trustee an Opinion
         of Counsel to the effect that, after the 123rd day after the date of
         deposit, all money and Government Obligations (or other property as
         may be provided pursuant to Section 3.1) (including the proceeds
         thereof) deposited or caused to be deposited with the Trustee (or
         other qualifying trustee) pursuant to this Section 4.2(4) to be held
         in trust will not be subject to any case or proceeding (whether
         voluntary or involuntary) in respect of the Company under any Federal
         or State bankruptcy, insolvency, reorganization or other similar law,
         or any decree or order for relief in respect of the Company issued in
         connection therewith.

               (g) The Company shall have delivered to the Trustee an Officer's
         Certificate and an Opinion of Counsel, each stating that all
         conditions precedent to the defeasance or covenant defeasance under
         clause (2) or (3) of this Section 4.2 (as the case may be) have been
         complied with.

               (h) Notwithstanding any other provisions of this Section 4.2(4),
         such defeasance or covenant defeasance shall be effected in compliance
         with any additional or substitute terms, conditions or limitations
         which may be imposed on the Company in connection therewith pursuant
         to Section 3.1.

         The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of Section 4.3, the "Trustee") against any
tax, fee or other charge, imposed on or assessed against the Government
Obligations deposited pursuant to this Section 4.2 or the principal or interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Securities and any
Coupons appertaining thereto.

         Anything in this Section 4.2 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (4) of this Section 4.2 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 4.2.

         Section 4.3. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.1 or 4.2 in respect of any Outstanding Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and any
Coupons appertaining thereto and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
and any Coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest and Additional
Amounts, if any; but such money and Government Obligations need not be
segregated from other funds except to the extent required by law.

                                   ARTICLE 5

                                    REMEDIES

         Section 5.1. Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body), unless such event is specifically deleted or modified in or
pursuant to the supplemental indenture or Board Resolution and set forth in an
Officer's Certificate establishing the terms of such series pursuant to this
Indenture:

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

               (2) default in the payment of the principal of or any premium,
         if any, on any Security of such series, or any Additional Amounts
         payable with respect thereto, when such principal or premium becomes
         or such Additional Amounts become due and payable at their Maturity;
         or

               (3) [Intentionally Omitted]

               (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture, the Securities, or in the
         Board Resolution or any supplemental indenture hereto establishing
         such series of Securities (other than a covenant or warranty a default
         in the performance or the breach of which is elsewhere in this Section
         specifically dealt with or which has been expressly included in this
         Indenture solely for the benefit of a series of Securities other than
         such series), and continuance of such default or breach for a period
         of 90 days after there has been given, by registered or certified
         mail, to the Company by the Trustee or to the Company and the Trustee
         by the Holders of at least 25% in principal amount of the Outstanding
         Securities of such series, a written notice specifying such default or
         breach and requiring it to be remedied and stating that such notice is
         a "Notice of Default" hereunder; or

               (5) if any event of default as defined in any mortgage,
         indenture or instrument under which there may be issued, or by which
         there may be secured or evidenced, any indebtedness for money borrowed
         of the Company, whether such indebtedness now exists or shall
         hereafter be created, shall happen and shall result in such
         indebtedness in principal amount in excess of $10,000,000 becoming or
         being declared due and payable prior to the date on which it would
         otherwise become due and payable, and such acceleration shall not be
         rescinded or annulled or otherwise cured within a period of 10 days
         after there shall have 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 such series, a written notice specifying such event of
         default and requiring the Company to cause such acceleration to be
         rescinded or annulled or to cause such indebtedness to be discharged
         and stating that such notice is a "Notice of Default" hereunder; or

               (6) the Company shall fail within 60 days to pay, bond or
         otherwise discharge any uninsured judgment or court order for the
         payment of money in excess of $25,000,000, which is not stayed on
         appeal or is not otherwise being appropriately contested in good
         faith; or

               (7) the entry by a court having competent jurisdiction of:

                      (a) a decree or order for relief in respect of the
               Company in an involuntary proceeding under any applicable
               bankruptcy, insolvency, reorganization or other similar law and
               such decree or order shall remain unstayed and in effect for a
               period of 60 consecutive days; or

                      (b) a decree or order adjudging the Company to be
               insolvent, or approving a petition seeking reorganization,
               arrangement, adjustment or composition of the Company and such
               decree or order shall remain unstayed and in effect for a period
               of 60 consecutive days; or

                      (c) a final and non-appealable order appointing a
               custodian, receiver, liquidator, assignee, trustee or other
               similar official of the Company or of any substantial part of
               the property of the Company, or ordering the winding up or
               liquidation of the affairs of the Company; or

               (8) the commencement by the Company of a voluntary proceeding
         under any applicable bankruptcy, insolvency, reorganization or other
         similar law or of a voluntary proceeding seeking to be adjudicated
         insolvent or the consent by the Company to the entry of a decree or
         order for relief in an involuntary proceeding under any applicable
         bankruptcy, insolvency, reorganization or other similar law or to the
         commencement of any insolvency proceedings against it, or the filing
         by the Company of a petition or answer or consent seeking
         reorganization, arrangement, adjustment or composition of the Company
         or relief under any applicable law, or the consent by the Company to
         the filing of such petition or to the appointment of or taking
         possession by a custodian, receiver, liquidator, assignee, trustee or
         similar official of the Company or any substantial part of the
         property of the Company or the making by the Company of an assignment
         for the benefit of creditors, or the taking of corporate action by the
         Company in furtherance of any such action; or

               (9) any other Event of Default provided in or pursuant to this
         Indenture or established in or pursuant to a Board Resolution and set
         forth in an Officer's Certificate, or established in one or more
         indentures supplemental hereto establishing any series of Securities
         with respect to Securities of such series.

         Section 5.2. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding (other than an Event of Default specified in clause (7) or (8)
of Section 5.1) occurs and is continuing, then the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of such
series or set forth in the Board Resolution or any indenture supplemental
hereto establishing any series of Securities may declare the principal of all
the Securities of such series, or such lesser amount as may be provided for in
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 the Holders), and
upon any such declaration such principal or such lesser amount shall become
immediately due and payable.

         If an Event of Default specified in clause (7) or (8) of Section 5.1
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of any Security of that series.

         At any time after a declaration of acceleration with respect to the
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 not less than a majority in principal
amount of the Outstanding Securities of such series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

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

                      (a) all overdue installments of any interest on and
               Additional Amounts with respect to all Securities of such series
               and any Coupon appertaining thereto,

                      (b) the principal of and any premium on any Securities of
               such series which have become due otherwise than by such
               declaration of acceleration and interest thereon and any
               Additional Amounts with respect thereto at the rate or rates
               borne by or provided for in such Securities,

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

                      (d) all sums paid or advanced by the Trustee hereunder
               and the reasonable compensation, expenses, disbursements and
               advances of the Trustee, its agents and counsel and all other
               amounts due the Trustee under Section 6.7; and

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

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

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

         The Company covenants that if

               (1) default is made in the payment of any installment of
         interest on or any Additional Amounts with respect to any Security or
         any Coupon appertaining thereto when such interest or Additional
         Amounts shall have become due and payable and such default continues
         for a period of 30 days, or

               (2) default is made in the payment of the principal of or any
         premium on any Security or any Additional Amounts with respect thereto
         at their Maturity,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining
thereto, the whole amount of money then due and payable with respect to such
Securities and any Coupons appertaining thereto, with interest upon the
overdue principal, any premium and, to the extent that payment of such
interest shall be legally enforceable, upon any overdue installments of
interest and Additional Amounts at the rate or rates borne by or provided for
in such Securities, and, in addition thereto, such further amount of money 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 and all other amounts due to the Trustee under
Section 6.7.

         If the Company fails to pay the money it is required to pay the
Trustee pursuant to the preceding paragraph forthwith upon the demand of the
Trustee, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the money so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Securities
and any Coupons appertaining thereto and collect the monies 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 and any Coupons appertaining thereto,
wherever situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
and any Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy.

         Section 5.4. Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities of any series or the property of the Company or 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 any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

               (1) to file and prove a claim for the whole amount, or such
         lesser amount as may be provided for in the Securities of any
         applicable series, of the principal and any premium, interest and
         Additional Amounts owing and unpaid in respect of the Securities and
         any Coupons appertaining thereto and to file such other papers or
         documents as may be necessary or advisable in order to have the claims
         of the Trustee (including any claim for the reasonable compensation,
         expenses, disbursements and advances of the Trustee, its agents or
         counsel and any other amounts due the Trustee under Section 6.7) and
         of the Holders of Securities or any Coupons appertaining thereto
         allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such
payments directly to the Holders of Securities or any Coupons, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and any
other amounts due the Trustee under Section 6.7.

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

         Section 5.5. Trustee May Enforce Claims Without Possession of
Securities or Coupons.

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

         Section 5.6. Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article or any
money or other property otherwise distributable in respect of the Company's
obligations under this Indenture shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal, or any premium, interest or Additional Amounts,
upon presentation of the Securities or Coupons, or both, as the case may be,
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

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

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

               THIRD: The balance, if any, to the Person or Persons entitled
         thereto.

         Section 5.7. Limitations on Suits.

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

               (1) an Event of Default shall have occurred and be continuing
         and such Holder has previously given written notice to the Trustee of
         a continuing Event of Default with respect to the Securities of such
         series;

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

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

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

               (5) no direction inconsistent with such written request has been
         given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Securities of such
         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 or any Security to affect, disturb or prejudice
the rights of any other such Holders or Holders of Securities of any other
series, or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all such
Holders.

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

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject
to Sections 3.5 and 3.7) interest on, and any Additional Amounts with respect
to such Security or payment of such Coupon, as the case may be, on the
respective Stated Maturity or Maturities therefor specified in such Security or
Coupon (or, in the case of redemption, on the Redemption Date or, in the case
of repayment at the option of such Holder if provided in or pursuant to this
Indenture, on the date such repayment is due) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.

         Section 5.9. Restoration of Rights and Remedies.

         If the Trustee or any Holder of a Security or a Coupon has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder 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 or Coupons in the
last paragraph of Section 3.6, no right or remedy herein conferred upon or
reserved to the Trustee or to each and every Holder of a Security or a Coupon
is intended to be exclusive of any other right or remedy, and every right and
remedy, to the extent permitted by law, shall 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, to the extent permitted by law,
prevent the concurrent assertion or employment of any other appropriate right
or remedy.

         Section 5.11. Delay or Omission Not Waiver.

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

         Section 5.12. Control by Holders of Securities.

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

               (1) such direction shall not be in conflict with any rule of law
         or with this Indenture or with the Securities of such series or
         involve the Trustee in any personal liability or expense,

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

               (3) such direction is not unduly prejudicial to the rights of
         the other Holders of Securities of such series not joining in such
         action.

         Section 5.13. Waiver of Past Defaults.

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

               (1) in the payment of the principal of, any premium or interest
         on, or any Additional Amounts with respect to, any Security of such
         series or any Coupons appertaining thereto, or

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

         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. Waiver of Usury, Stay or Extension Laws.

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

         Section 5.15. 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
or omitted by it as Trustee, the filing by any party litigant in such suit of
any 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 5.15 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of 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, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment, on
or after the date for repayment) or for the enforcement of the right, if any,
to convert or exchange any Security into Common Stock or other securities in
accordance with its terms.

                                   ARTICLE 6

                                  THE TRUSTEE

         Section 6.1. Certain Duties and Responsibilities of the Trustee

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

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

                      (b) 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 (but need not confirm or investigate the accuracy of
               mathematical calculations or other facts stated therein).

               (2) 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 person would exercise or use under the
         circumstances in the conduct of his or her own affairs.

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

                      (a) this Subsection shall not be construed to limit the
               effect of Subsection (1) of this Section;

                      (b) 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; and

                      (c) the Trustee shall not be liable with respect to any
               action taken or omitted to be taken by it in good faith in
               accordance with the direction of the Holders of a majority in
               principal amount of the Outstanding Securities of any series,
               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.

               (4) 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.

               (5) No provision of this Indenture shall be deemed to impose any
         duty or obligation on the Trustee to perform any act or acts, receive
         or obtain any interest in property or exercise any interest in
         property, or exercise any right, power, duty or obligation conferred
         or imposed on it in any jurisdiction in which it shall be illegal, or
         in which the Trustee shall be unqualified or incompetent in accordance
         with applicable law, to perform any such act or acts, to receive or
         obtain any such interest in property or to exercise any such right,
         power, duty or obligation.

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

         Section 6.2. Certain Rights of Trustee.

         Subject to Section 6.1:

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

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

               (3) 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 shall be herein specifically prescribed) may,
         in the absence of bad faith on its part, conclusively rely upon an
         Officer's Certificate;

               (4) the Trustee may consult with counsel and the 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;

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

               (6) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, coupon or other paper or document,
         but the Trustee, in its discretion, may but shall not be obligated to
         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,
         during business hours and upon reasonable notice, the books, records
         and premises of the Company, personally or by agent or attorney;

               (7) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents 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;

               (8) the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken, 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;

               (9) the Trustee shall not be deemed to have or be charged with
         knowledge of any default (as defined in Section 6.2) or Event of
         Default with respect to the Securities of any series or any Coupons
         unless a Responsible Officer of the Trustee has received at the
         Corporate Trust Office of the Trustee written notice of such default
         or Event of Default from the Company or any Holder of the Securities
         of such series, and such notice references the Securities and this
         Indenture;

               (10) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its
         right to be indemnified, are extended to, and shall be enforceable by,
         the Trustee in each of its capacities hereunder, and each agent,
         custodian and other Person employed to act hereunder,

               (11) the Trustee may request that the Company deliver an
         Officer's Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officer's Certificate may be signed
         by any persons authorized to sign an Officer's Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded; and

               (12) the permissive right of the Trustee to take action under
         this Indenture shall not be construed as a duty.

         Section 6.3. Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series entitled to receive reports pursuant
to Section 7.3(3), notice of such default hereunder known to a Responsible
Officer of 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, if any, on, or Additional
Amounts with respect to, any Security of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of Securities and Coupons of such
series; and provided further that, in the case of any default of the character
specified in Section 5.1(5) with respect to Securities of such series, no such
notice to Holders shall be given until at least 10 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.

         The Trustee shall not be deemed to have or be charged with knowledge
of a default unless a Responsible Officer receives at the Corporate Trust
Office of the Trustee written notice of the default giving rise thereto from
the Company or any of the Holders and such notice references the Securities and
this Indenture.

         Section 6.4. Not Responsible for Recitals or Issuance of Securities.

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

         Section 6.5. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agents, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with the same rights
it would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.

         Section 6.6. Money Held in Trust.

         Except as provided in Section 4.3 and Section 10.3, money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law and shall be held uninvested. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company.

         Section 6.7. Compensation and Reimbursement.

         The Company agrees:

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

               (2) except as otherwise expressly provided herein, to reimburse
         the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture or arising out of or
         in connection with the acceptance or administration of the trust or
         trusts hereunder (including the reasonable compensation and the
         expenses and disbursements of its agents and counsel), except any such
         expense, disbursement or advance as may be attributable to the
         Trustee's negligence or willful misconduct; and

               (3) to indemnify, defend and hold the Trustee and its directors,
         officers, employees and agents (collectively with the Trustee, the
         "Indemnities") harmless from and against every loss, liability or
         expense, including without limitation damages, fines, suits, actions,
         demands, penalties, costs, out -of-pocket or incidental expenses,
         legal fees and expenses, and the costs and expenses of defending or
         preparing to defend against any claim (collectively, "Losses"), that
         may be imposed on, incurred by, or asserted against, any Indemnitee
         for or in respect of the Trustee's (1) execution and delivery of this
         Indenture, (2) compliance or attempted compliance with or reliance
         upon any instruction or other direction upon which the Trustee is
         authorized to rely pursuant to the terms of this Indenture, and (3)
         performance under this Indenture, except in the case of such
         performance only and with respect to any Indemnitee to the extent that
         the Loss resulted from such Indemnitee's negligence or willful
         misconduct.

         The Trustee's claims under this Section shall have priority over all
other claims against the Company under this Indenture.

         As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities of
any series upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of, and premium
or interest on or any Additional Amounts with respect to particular Securities
or any Coupons appertaining thereto.

         In addition to and without prejudice to its rights hereunder, when the
Trustee incurs expenses or renders services in connection with a default
specified in Section 5.1, the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under applicable Federal or state
bankruptcy, insolvency or other similar law. "Trustee" for purposes of this
Section 6.7 shall include any predecessor Trustee, but the negligence, willful
misconduct or bad faith of any Trustee shall not affect the rights of any other
Trustee under this Section 6.7.

         The provisions of this Section 6.7, including the lien and claim of
the Trustee, shall survive the satisfaction, discharge and termination of this
Indenture for any reason of this Indenture, including under Article IV hereof,
the resignation or removal of the Trustee and any rejection or termination
under any applicable bankruptcy or insolvency law, and shall apply with equal
force and effect to the Trustee in each of its capacities hereunder and each
agent, custodian and other Person employed to act hereunder.

         Section 6.8. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder that is a Corporation
organized and doing business under the laws of the United States of America,
any state thereof or the District of Columbia, that is eligible under Section
310(a)(1) of the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act and that has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000, and that is subject to supervision or examination
by Federal or state authority. 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 6.9. Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. For purposes of
Section 310(b)(1) of the Trust Indenture Act and to the extent permitted
thereby, the Trustee, in its capacity as trustee in respect of the Securities
of any series, shall not be deemed to have a conflict of interest arising from
its capacity as trustee in respect of the Securities of any other series.

         The Trustee shall comply with Section 310(b) of the Trust Indenture
Act; provided, however, that there shall be excluded from the operation of
Section 310(b)(1) of the Trust Indenture Act any indenture or indentures under
which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such
exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met.

         Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

         Section 6.10. Resignation and Removal; Appointment of Successor.

               (1) 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 pursuant
         to Section 6.11.

               (2) Subject to Section 6.10(1), 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 or removed Trustee, as the case
         may be, may petition any court of competent jurisdiction for the
         appointment of a successor Trustee with respect to such series.

               (3) 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 the Company.

               (4) If at any time:

                      (a) the Trustee shall fail to comply with the obligations
               imposed upon it under Section 310(b) of the Trust Indenture Act
               with respect to Securities of any series after written request
               therefor by the Company or any Holder of a Security of such
               series who has been a bona fide Holder of a Security of such
               series for at least six months, or

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

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

then, in any such case, (i) the Company, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of
such series, or (ii) subject to Section 5.15, any Holder of a Security who has
been a bona fide Holder of a Security of such series for at least six months
may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee with respect to
all Securities of such series and the appointment of a successor Trustee or
Trustees.

               (5) 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 or pursuant to a Board Resolution, shall promptly appoint
         a successor Trustee or Trustees with respect to the Securities of such
         series (it being understood that any such successor Trustee may be
         appointed with respect to the Securities of one or more or all of such
         series and that at any time there shall be only one Trustee with
         respect to the Securities of any particular series) and shall comply
         with the applicable requirements of Section 6.11. If, within one year
         after such resignation, removal or incapacity, 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 of Securities and accepted appointment in the manner
         required by Section 6.11, any Holder of a Security who has been a bona
         fide Holder of a Security of such series for at least six months may,
         on behalf of 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.

               (6) 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 the Holders of Registered
         Securities, if any, of such series as their names and addresses appear
         in the Security Register and, if Securities of such series are issued
         as Bearer Securities, by publishing notice of such event once in an
         Authorized Newspaper in each Place of Payment located outside the
         United States. 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.

               (7) In no event shall any retiring Trustee be liable for the
         acts or omissions of any successor Trustee hereunder.

         Section 6.11. Acceptance of Appointment by Successor.

         (1) Upon the appointment hereunder of any successor Trustee with
respect to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties hereunder of the retiring Trustee; but, on the
request of the Company or such successor Trustee, such retiring Trustee, upon
payment of its charges, shall execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring
Trustee and, subject to Section 10.3, shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its claim and lien provided for in Section
6.7.

         (2) Upon the appointment hereunder of any successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (a) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, such 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, (b) 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 (c) 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, 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 that no
Trustee shall be responsible for any notice given to, or received by, or any
act or failure to act on the part of any other Trustee hereunder, 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, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, 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
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 such
successor Trustee, such retiring Trustee, upon payment of its charges with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates and subject to Section 10.3 shall duly assign,
transfer and deliver to such successor Trustee, to the extent contemplated by
such supplemental indenture, the 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, subject to its claim
and lien provided for in Section 6.7.

         (3) Upon request of any Person appointed hereunder as a 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 (1) or (2) of this Section, as the
case may be.

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

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

         Any Corporation or eligible entity into which the Trustee may be
merged or converted or with which it may be consolidated, or any Corporation or
eligible entity resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any Corporation or eligible entity succeeding
to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto. In case 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. Appointment of Authenticating Agent.

         The Trustee may appoint one or more Authenticating Agents acceptable
to the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that
or those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

         Each Authenticating Agent must be acceptable to the Company and,
except as provided in or pursuant to this Indenture, shall at all times be a
Corporation that would be permitted by the Trust Indenture Act to act as
trustee under an indenture qualified under the Trust Indenture Act, is
authorized under applicable law and by its charter to act as an Authenticating
Agent and has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect 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 all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, provided such
Corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written
notice of such appointment by first-class mail, postage prepaid, to all Holders
of Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. 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 each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 6.7.

         The provisions of Sections 3.8, 6.4 and 6.5 shall be applicable to
each Authenticating Agent.

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

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

                                             [NAME OF TRUSTEE],
                                                 as Trustee


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


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

         If all of the Securities of any series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officer's Certificate by the Company), shall
appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such
series of Securities.

         Section 6.14. Trustee's Application for Instructions from the Company.

         Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the
date on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on
or after the date specified in such application (which date shall not be less
than three Business Days after the date any officer of the Company actually
receives such application, unless any such officer shall have consented in
writing to any earlier date) unless prior to taking any such action (or the
effective date in the case of an omission), the Trustee shall have received
written instructions in response to such application specifying the action to
be taken or omitted.

                                   ARTICLE 7

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

         In accordance with Section 312(a) of the Trust Indenture Act, the
Company shall furnish or cause to be furnished to the Trustee

               (1) semiannually with respect to Securities of each series not
         later than May 15 and November 15 of the year commencing November
         15, 2003 or upon such other dates as are set forth in or pursuant to
         the Board Resolution or indenture supplemental hereto authorizing such
         series, a list, in each case in such form as the Trustee may
         reasonably require, of the names and addresses of Holders as of the
         applicable date, and

               (2) 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,

provided, however, that so long as the Trustee is the Security Registrar no
such list shall be required to be furnished.

         Section 7.2. Preservation of Information; Communications to Holders.

         The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

         Every Holder of Securities or Coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company, the
Trustee, any Paying Agent or any Security Registrar shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Holders of Securities in accordance with Section 312(c) of the
Trust Indenture Act, 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 312(b) of the
Trust Indenture Act.

         Section 7.3. Reports by Trustee.

         (1) Within 60 days after September 15 of each year commencing with the
first September 15 following the first issuance of Securities pursuant to
Section 3.3, if and to the extent required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the
Trust Indenture Act, a brief report dated as of such September 15 with respect
to any of the events specified in said Section 313(a) which may have occurred
since the later of the immediately preceding September 15 and the date of this
Indenture.

         (2) The Trustee shall transmit the reports required by Section 313(a)
of the Trust Indenture Act at the times specified therein.

         (3) Reports pursuant to this Section shall be transmitted in the
manner and to the Persons required by Sections 313(c) and 313(d) of the Trust
Indenture Act. The Company will promptly notify the Trustee when the Securities
are listed on any stock exchange and of any delisting thereof.

         Section 7.4. Reports by Company.

         The Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

               (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934, as amended; 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, as amended, in respect of a security listed and
         registered on a national securities exchange as may be prescribed from
         time to time in such rules and regulations;

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

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

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on an Officer's Certificate).

                                   ARTICLE 8

                        CONSOLIDATION, MERGER AND SALES

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

         The Company shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person unless:

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

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

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

         Section 8.2. Successor Person Substituted for Company.

         Upon any consolidation by the Company with or merger of the Company
into any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety to any Person in
accordance with Section 8.1, the successor Person formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or
lease is made shall succeed to, and (except in the case of a lease) be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein.

                                   ARTICLE 9

                            SUPPLEMENTAL INDENTURES

         Section 9.1. Supplemental Indentures Without Consent of Holders.

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

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

               (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (as shall be specified
         in such supplemental indenture or indentures) or to surrender any
         right or power herein conferred upon the Company; or

               (3) to add to or change any of the provisions of this Indenture
         to provide that Bearer Securities may be registrable as to principal,
         to change or eliminate any restrictions on the payment of principal
         of, any premium or interest on or any Additional Amounts with respect
         to Securities, to permit Bearer Securities to be issued in exchange
         for Registered Securities, to permit Bearer Securities to be exchanged
         for Bearer Securities of other authorized denominations or to permit
         or facilitate the issuance of Securities in uncertificated form,
         provided that any such action shall not adversely affect the interests
         of the Holders of Outstanding Securities of any series or any Coupons
         appertaining thereto in any material respect; or

               (4) to establish the form or terms of Securities of any series
         and any Coupons appertaining thereto as permitted by Sections 2.1 and
         3.1; or

               (5) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 6.11; or

               (6) to cure any ambiguity or to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture which shall not
         adversely affect the interests of the Holders of Securities of any
         series then Outstanding or any Coupons appertaining thereto in any
         material respect; or

               (7) to add to, delete from or revise the conditions, limitations
         and restrictions on the authorized amount, terms or purposes of issue,
         authentication and delivery of Securities, as herein set forth; or

               (8) to add any additional Events of Default with respect to all
         or any series of Securities (as shall be specified in such
         supplemental indenture); or

               (9) to supplement any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Article Four, provided that any such action shall not adversely affect
         the interests of any Holder of an Outstanding Security of such series
         and any Coupons appertaining thereto or any other Outstanding Security
         or Coupon in any material respect; or

               (10) to secure the Securities pursuant to Section 10.5, 10.6 or
         otherwise; or

               (11) to make provisions with respect to conversion or exchange
         rights of Holders of Securities of any series; or

               (12) to amend or supplement any provision contained herein or in
         any supplemental indenture, provided that no such amendment or
         supplement shall materially adversely affect the interests of the
         Holders of any Securities then Outstanding.

         Section 9.2. Supplemental Indentures with Consent of Holders.

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

               (1) change the Stated Maturity of the principal of, or any
         premium or installment of interest on or any Additional Amounts with
         respect to, any Security, or reduce the principal amount thereof or
         the rate (or modify the calculation of such rate) of interest thereon
         or any Additional Amounts with respect thereto, or any premium payable
         upon the redemption thereof or otherwise, or change the obligation of
         the Company to pay Additional Amounts pursuant to Section 10.4 (except
         as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or
         reduce the amount of the principal of an Original Issue Discount
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 5.2 or the
         amount thereof provable in bankruptcy pursuant to Section 5.4, change
         the redemption provisions or adversely affect the right of repayment
         at the option of any Holder as contemplated by Article Thirteen, or
         change the Place of Payment, Currency in which the principal of, any
         premium or interest on, or any Additional Amounts with respect to any
         Security 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, in the case of repayment at the option of the Holder, on or
         after the date for repayment), or

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

               (3) modify any of the provisions of this Section, Section 5.13
         or Section 10.8, 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, or

               (4) make any change that adversely affects the right to convert
         or exchange any Security into or for Common Stock or other securities
         in accordance with its terms.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which shall have been included expressly and
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 of Securities under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

         Section 9.3. Execution of Supplemental Indentures.

         As a condition to executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 6.1) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and an
Officer's Certificate stating that all conditions precedent to the execution of
such supplemental indenture have been fulfilled. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         Section 9.4. Effect of Supplemental Indentures.

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

         Section 9.5. Reference in Securities to Supplemental Indentures.

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

         Section 9.6. 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 9.7. Notice of Supplemental Indenture.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 9.2, the Company shall transmit to
the Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture.

                                  ARTICLE 10

                                   COVENANTS

         Section 10.1. Payment of Principal, Any Premium, Interest and
                       Additional Amounts.

         The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer
Security on or before the Maturity thereof, and any Additional Amounts payable
with respect to such interest, shall be payable only upon presentation and
surrender of the Coupons appertaining thereto for such interest as they
severally mature.

         Section 10.2. Maintenance of Office or Agency.

         The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series
are issuable as Bearer Securities, the Company shall maintain, subject to any
laws or regulations applicable thereto, an Office or Agency in a Place of
Payment for such series which is located outside the United States where
Securities of such series and any Coupons appertaining thereto may be presented
and surrendered for payment; provided, however, that if the Securities of such
series are listed on The Stock Exchange of the United Kingdom and the Republic
of Ireland or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
shall maintain a Paying Agent in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the
Securities of such series are listed on such exchange. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such Office or Agency. If at any time the Company shall fail to
maintain any such required Office or Agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment at the place specified for
the purpose with respect to such Securities as provided in or pursuant to this
Indenture, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.

         Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency in the United States or
by check mailed to any address in the United States or by transfer to an
account maintained with a bank located in the United States; provided, however,
if amounts owing with respect to any Bearer Securities shall be payable in
Dollars, payment of principal of, any premium or interest on and any Additional
Amounts with respect to any such Security may be made at the Corporate Trust
Office of the Trustee or any Office or Agency designated by the Company in the
Borough of Manhattan, The City of New York, if (but only if) payment of the
full amount of such principal, premium, interest or Additional Amounts at all
offices outside the United States maintained for such purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

         The Company may also from time to time designate one or more other
Offices or Agencies where the Securities of one or more series may be
presented or surrendered for any or all such purposes and may from time to
time rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to
maintain an Office or Agency in each Place of Payment for Securities of any
series for such purposes. The Company shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in the
location of any such other Office or Agency. Unless otherwise provided in or
pursuant to this Indenture, the Company hereby designates as the Place of
Payment for each series of Securities the Borough of Manhattan, The City of
New York, and initially appoints the Corporate Trust Office of the Trustee as
the Office or Agency of the Company in the Borough of Manhattan, The City of
New York for such purpose. The Company may subsequently appoint a different
Office or Agency in the Borough of Manhattan, The City of New York for the
Securities of any series.

         Section 10.3. Money for Securities Payments to Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of
the principal of, any premium or interest on or Additional Amounts with respect
to any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 3.1 for the Securities of such series) sufficient to pay the
principal or any premium, interest or Additional Amounts so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and shall promptly notify the Trustee of its action or failure so to
act.

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

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

               (1) hold all sums held by it for the payment of the principal
         of, any premium or interest on or any Additional Amounts with respect
         to Securities of such series in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as provided in or pursuant to this Indenture;

               (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities of such series) in the making of
         any payment of principal, any premium or interest on or any Additional
         Amounts with respect to the Securities of such series; and

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

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

         Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or any such premium or interest or any such Additional Amounts shall have
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 or any Coupon appertaining thereto 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 an Authorized Newspaper in each Place of Payment for such
series or to be mailed to Holders of Registered Securities of such series, or
both, 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
or mailing nor shall it be later than two years after such principal and any
premium or interest or Additional Amounts shall have become due and payable,
any unclaimed balance of such money then remaining will be repaid to the
Company. Anything in this Section 10.3 to the contrary notwithstanding, in the
absence of a written request from the Company to return unclaimed funds to the
Company, the Trustee shall from time to time deliver all unclaimed funds to or
as directed by applicable escheat authorities, as determined by the Trustee in
its sole discretion, in accordance with the customary practices and procedures
of the Trustee. Any unclaimed funds held by the Trustee pursuant to this
Section shall be held uninvested and without any liability for interest.

         Section 10.4. Additional Amounts.

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

         Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, if the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officer's Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent or Paying Agents,
if other than the Trustee, an Officer's Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series or the Coupons appertaining thereto who
are United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of such
series. If any such withholding shall be required, then such Officer's
Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities or Coupons, and the
Company agrees to pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken
or omitted by any of them in reliance on any Officer's Certificate furnished
pursuant to this Section.

         Section 10.5. Limitation on Liens.

         (1) The Company will not, and will not permit any Restricted
Subsidiary to, issue, assume or guarantee any notes, bonds, debentures or other
similar evidences of indebtedness for money borrowed (herein referred to for
purposes of this Section 10.5 and Section 10.6 as "Indebtedness") secured by
any mortgage, security interest, pledge or lien (herein referred to for
purposes of this Section 10.5 and Section 10.6 as a "Mortgage") of or upon any
Principal Property, or shares of capital stock or Indebtedness issued by any
Restricted Subsidiary and owned by the Company or any Restricted Subsidiary
whether owned at the date of this Indenture or thereafter acquired, without
making effective provision, and the Company in each case will make or cause to
be made effective provision, whereby the Securities shall be secured by such
Mortgage equally and ratably with any and all other Indebtedness thereby
secured, so long as such Indebtedness shall be so secured (for the purpose of
providing such equal and ratable security the principal amount of the
Securities shall mean and shall not be less than that principal amount that
could be declared to be due and payable pursuant to Section 5.2 on the date of
the making of such effective provision and the extent of such equal and ratable
security shall be adjusted as and when said principal amount changes over time
pursuant to Section 5.2 and any other provision hereof); provided, however,
that the foregoing restriction shall not apply to Indebtedness secured by any
of the following:

               (a) Mortgages on any property existing at the time of
         acquisition thereof or at the date of this Indenture;

               (b) Mortgages on property of a corporation existing at the time
         such corporation is merged into or consolidated with the Company or a
         Restricted Subsidiary is merged into such corporation or at the time
         of a sale, lease or other disposition of the properties of such
         corporation (or a division thereof) as an entirety or substantially as
         an entirety to the Company or a Restricted Subsidiary, provided that
         such Mortgage as a result of such merger, consolidation, sale, lease
         or other disposition is not extended to property owned by the Company
         or such Restricted Subsidiary immediately prior thereto;

               (c) Mortgages on property of a corporation existing at the time
         such corporation first becomes a Restricted Subsidiary.

               (d) Mortgages securing Indebtedness of a Restricted Subsidiary
         to the Company or to another Restricted Subsidiary;

               (e) Mortgages on property to secure all or part of the cost of
         acquiring, substantially repairing or altering, constructing,
         developing or substantially improving all or any part of such
         property, or to secure Indebtedness incurred to provide funds for any
         such purpose or for reimbursement of funds previously expended for any
         such purpose, provided the commitment of the creditor to extend the
         credit secured by any such Mortgage shall have been obtained not later
         than 120 days after the later of (i) the completion of the
         acquisition, substantial repair or alteration, construction,
         development or substantial improvement of such property or (ii) the
         placing in operation of such property or of such property as so
         substantially repaired or altered, constructed, developed or
         substantially improved;

               (f) mechanic's liens, tax liens, liens in favor of any
         governmental body to secure progress, advance or other payments or the
         acquisition of real or personal property from such governmental body
         pursuant to any contract or provision of any statute, and other liens,
         charges and encumbrances incidental to construction, to the conduct of
         business or to the ownership of property of the Company or any
         Restricted Subsidiary which were not incurred in connection with the
         borrowing of money or the obtaining of advances or credits or the
         acquisition of property and do not in the aggregate materially impair
         the use of any Principal Property for the purposes for which it is
         held or which are being contested in good faith by the Company or such
         Restricted Subsidiary; or

               (g) any extension, renewal or replacement (or successive
         extensions, renewals or replacements), in whole or in part, of any
         Mortgage referred to in the foregoing Clauses (a) to (f), inclusive;
         provided, however, that the principal amount of Indebtedness secured
         thereby and not otherwise authorized by said Clauses (a) to (f),
         inclusive, shall not exceed the principal amount of Indebtedness, plus
         any premium or fee payable in connection with any such extension,
         renewal or replacement, so secured at the time of the such extension,
         renewal or replacement.

         (2) Notwithstanding the provisions of Section 10.5(1), the Company or
any Restricted Subsidiary may issue, assume or guarantee Indebtedness secured
by Mortgages which would otherwise be subject to the restrictions of Section
10.5(1) in an aggregate amount which, together with all Attributable Debt
outstanding pursuant to Section 10.6(2) and all Indebtedness outstanding
pursuant to this Section 10.5(2), does not exceed, in the aggregate, 10% of
Consolidated Net Worth.

         Section 10.6. Limitation on Sale and Lease-Back Transactions.

         (1) The Company will not, nor will it permit any Restricted Subsidiary
to, enter into any Sale and Lease-Back Transaction with respect to any
Principal Property (except for a transaction providing for a lease for a term,
including any renewal thereof, of not more than three years, except for a
transaction between the Company and a Restricted Subsidiary or between
Restricted Subsidiaries and except for any lease of property acquired after the
date of this Indenture if the rent payable by the Company or such Restricted
Subsidiary thereunder is to be reimbursed under a contract with the government
of the United States or any instrumentality or agency thereof), if the
commitment by or on behalf of the purchaser is obtained more than 120 days
after the later of (i) the completion of the acquisition, substantial repair or
alteration, construction, development or substantial improvement of such
Principal Property or (ii) the placing in operation of such Principal Property
or of such Principal Property as so substantially repaired or altered,
constructed, developed or substantially improved, unless either (x) the Company
or such Restricted Subsidiary would be entitled pursuant to Section 10.5(1) to
issue, assume or guarantee debt secured by a Mortgage on such Principal
Property without equally and ratably securing the Securities or (y) the Company
shall apply or cause to be applied, in the case of a sale or transfer for cash,
an amount equal to the net proceeds thereof (but not in excess of the net book
value of such Principal Property at the date of such sale or transfer) and, in
the case of a sale or transfer otherwise than for cash, an amount equal to the
fair value (as determined by the Board of Directors) of the Principal Property
so leased to the retirement, within 180 days after the effective date of such
Sale and Lease-Back Transaction, of Securities or other Indebtedness of the
Company or a Restricted Subsidiary; provided, however, that any such retirement
of Securities shall be in accordance with Section 11.1 and provided further
that the amount to be applied to such retirement of Securities or other
Indebtedness shall be reduced by an amount equal to the sum of (A) an amount
equal to the principal amount of Securities delivered within 180 days after the
effective date of such Sale and Lease-Back Transaction to the Trustee for
retirement and cancellation and (B) the principal amount, plus any premium or
fee paid in connection with any redemption in accordance with the terms, of
other Indebtedness voluntarily retired by the Company within such 180-day
period, excluding retirements pursuant to prepayment provisions and payments at
maturity.

         (2) Notwithstanding the provisions of Section 10.6(1), the Company or
any Restricted Subsidiary may enter into a Sale and Lease-Back Transaction
which would otherwise be subject to the restrictions of Section 10.6(1) so long
as all Indebtedness outstanding pursuant to Section 10.5(2), and all
Attributable Debt outstanding pursuant to this Section 10.6(2), does not
exceed, in the aggregate, 10% of Consolidated Net Worth.

         Section 10.7. Corporate Existence.

         Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and that of each Restricted Subsidiary and their respective rights
(charter and statutory) and franchises; provided, however, that the foregoing
shall not obligate the Company or any Restricted Subsidiary to preserve any
such right or franchise if the Company or any Restricted Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct
of its business or the business of such Subsidiary and that the loss thereof is
not disadvantageous in any material respect to any Holder.

         Section 10.8. Waiver of Certain Covenants.

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

         Section 10.9. Company Statement as to Compliance; Notice of Certain
Defaults.

         (1) The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a written statement (which need not be contained
in or accompanied by an Officer's Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating that

               (a) a review of the activities of the Company during such year
         and of its performance under this Indenture has been made under his or
         her supervision, and

               (b) to the best of his or her knowledge, based on such review,
         (i) the Company has complied with all the conditions and covenants
         imposed on it under this Indenture throughout such year, or, if there
         has been a default in the fulfillment of any such condition or
         covenant, specifying each such default known to him or her and the
         nature and status thereof, and (ii) no event has occurred and is
         continuing which is, or after notice or lapse of time or both would
         become, an Event of Default, or, if such an event has occurred and is
         continuing, specifying each such event known to him and the nature and
         status thereof.

         (2) The Company shall deliver to the Trustee, within five days after
the occurrence thereof, written notice of any Event of Default or any event
which after notice or lapse of time or both would become an Event of Default.

         (3) The Trustee shall have no duty to monitor the Company's compliance
with the covenants contained in this Article 10.

         Section 10.10. Calculation of Original Issue Discount.

         The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount, if any, of original
issue discount (including daily rates and accrual periods) accrued on
Outstanding Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.

                                  ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.1. Applicability of Article.

         Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

         Section 11.2. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of the Company of (a) less than all of the Securities of any
series or (b) all of the Securities of any series, with the same issue date,
interest rate or formula, Stated Maturity and other terms, the Company shall,
at least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed.

         Section 11.3. Selection by Trustee of Securities to Be Redeemed.

         If less than all of the Securities of any series with the same issue
date, interest rate or formula, Stated Maturity and other terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption, in compliance
with the requirements of the principal national securities exchange, if any, on
which the Securities are listed or, if the Securities are not then listed on a
national securities exchange, on a pro rata basis or by lot, or, by any other
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions of the principal amount of Registered
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security
of such series established herein or pursuant hereto.

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

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

         Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted into Common Stock or exchanged for other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted portion of such Security shall be
deemed (so far as may be) to be the portion selected for redemption. Securities
which have been converted or exchanged during a selection of Securities to be
redeemed shall be treated by the Trustee as Outstanding for the purpose of such
selection.

         Section 11.4. Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
1.6, not less than 30 nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified in the Securities to be redeemed, to the
Holders of Securities to be redeemed. Failure to give notice by mailing in the
manner herein provided to the Holder of any Registered Securities designated
for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

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

         All notices of redemption shall state:

               (1) the Redemption Date,

               (2) the Redemption Price,

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

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

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

               (6) the place or places where such Securities, together (in the
         case of Bearer Securities) with all Coupons appertaining thereto, if
         any, maturing after the Redemption Date, are to be surrendered for
         payment of the Redemption Price and any accrued interest and
         Additional Amounts pertaining thereto,

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

               (8) if Bearer Securities of any series are to be redeemed and no
         Registered Securities of such series are to be redeemed, and if such
         Bearer Securities may be exchanged for Registered Securities not
         subject to redemption on the Redemption Date pursuant to Section 3.5
         or otherwise, the last date, as determined by the Company, on which
         such exchanges may be made,

               (9) in the case of Securities of any series that are convertible
         into Common Stock or exchangeable for other securities, the conversion
         or exchange price or rate, the date or dates on which the right to
         convert or exchange the principal of the Securities of such series to
         be redeemed will commence or terminate and the place or places where
         such Securities may be surrendered for conversion or exchange, and

               (10) the CUSIP numbers or the Euroclear or the Clearstream
         Banking, societe anonyme reference numbers of such Securities, if any
         (or any other numbers used by a Depository to identify such
         Securities).

         A notice of redemption published as contemplated by Section 1.6 need
not identify particular Registered Securities to be redeemed.

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

         Section 11.5. Deposit of Redemption Price.

         On or prior to any Redemption Date, the Company shall deposit, with
respect to the Securities of any series called for redemption pursuant to
Section 11.4, with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.3) an amount of money in the applicable Currency sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date, unless otherwise specified pursuant to Section 3.1 or in
the Securities of such series) any accrued interest on and Additional Amounts
with respect thereto, all such Securities or portions thereof which are to be
redeemed on that date.

         Section 11.6. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, 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 and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with any accrued interest
and Additional Amounts to the Redemption Date; provided, however, that, except
as otherwise provided in or pursuant to this Indenture or the Bearer Securities
of such series, installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of Coupons for such interest (at an Office or Agency
located outside the United States except as otherwise provided in Section
10.2), and provided further that, except as otherwise specified in or pursuant
to this Indenture or the Registered Securities of such series, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
Regular Record Dates therefor according to their terms and the provisions of
Section 3.7.

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

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

         Section 11.7. Securities Redeemed in Part.

         Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (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 Registered Security or Securities
of the same series, containing identical terms and provisions, 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 global form is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to
the U.S. Depository or other Depository for such Security in global form as
shall be specified in the Company Order with respect thereto to the Trustee,
without service charge, a new Security in global form in a denomination equal
to and in exchange for the unredeemed portion of the principal of the Security
in global form so surrendered.

                                  ARTICLE 12

                            [INTENTIONALLY OMITTED]




                                  ARTICLE 13

                       REPAYMENT AT THE OPTION OF HOLDERS

         Section 13.1. Applicability of Article.

         Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 3.9, shall
not operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 13.1, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

                                  ARTICLE 14

                            [INTENTIONALLY OMITTED]




                                  ARTICLE 15

                       MEETINGS OF HOLDERS OF SECURITIES

         Section 15.1. Purposes for Which Meetings May Be Called.

         A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

         Section 15.2. Call, Notice and Place of Meetings.

         (1) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 15.1, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or, if Securities of such series have been issued in whole or in part as
Bearer Securities, in London or in such place outside the United States as the
Trustee shall determine. Notice of every meeting of Holders of Securities of
any series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.6, not less than 21 nor more than 180 days prior
to the date fixed for the meeting.

         (2) In case at any time the Company (by or pursuant to a Board
Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified
in Section 15.1, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed notice of or made the first publication of the notice of such meeting
within 21 days after receipt of such request (whichever shall be required
pursuant to Section 1.6) or shall not thereafter proceed to cause the meeting
to be held as provided herein, then the Company or the Holders of Securities of
such series in the amount above specified, as the case may be, may determine
the time and the place in the Borough of Manhattan, The City of New York, or,
if Securities of such series are to be issued as Bearer Securities, in London
for such meeting and may call such meeting for such purposes by giving notice
thereof as provided in clause (1) of this Section.

         Section 15.3. Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by
such Holder or Holders. The only Persons who shall be entitled to be present or
to speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.

         Section 15.4. Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for any meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any reconvened meeting, such
reconvened meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such reconvened meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 15.2(1), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

         Except as limited by the proviso to Section 9.2, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted only by the affirmative vote of the
Holders of a majority in principal amount of the Outstanding Securities of that
series; provided, however, that, except as limited by the proviso to Section
9.2, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other Act which this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage,
which is less than a majority, in principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in principal amount of the
Outstanding Securities of such series.

         Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented
at the meeting.

         Section 15.5. Determination of Voting Rights; Conduct and Adjournment
                       of Meetings.

         (1) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section
1.4 and the appointment of any proxy shall be proved in the manner specified in
Section 1.4 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 1.4 to certify to the holding of Bearer Securities. Such regulations
may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 1.4 or
other proof.

         (2) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 15.2(2), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

         (3) At any meeting, each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Securities of
such series held or represented by him; provided, however, that no vote shall
be cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

         (4) Any meeting of Holders of Securities of any series duly called
pursuant to Section 15.2 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

         Section 15.6. Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 15.2 and, if
applicable, Section 15.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

         Section 15.7. Action Without Meeting

         In lieu of a vote of Holders of a meeting as herein above contemplated
in this Article, any request, demand, authorization, direction, notice,
consent, waiver or other action made, may be given or taken by Holders by
written instruments as provided in Section 1.4.

                                   * * * * *


<PAGE>


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

                                                THE STANLEY WORKS


                                                By:
                                                   ----------------------
                                                   Name:  Craig Douglas
                                                   Title: Vice President


                                                JPMORGAN CHASE BANK
                                                    as Trustee


                                                By:
                                                   ------------------------
                                                   Name:  James P. Freeman
                                                   Title: Vice President





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>5
<FILENAME>s509990.txt
<DESCRIPTION>EX. 4.4 - SUBORDINATED INDENTURE
<TEXT>
                                                                    Exhibit 4.4




                               THE STANLEY WORKS,

                                     Issuer

                                       to


                              JPMORGAN CHASE BANK,

                                    Trustee

                               _________________

                                   INDENTURE

                               _________________



                        Dated as of November [___], 2003





                          Subordinated Debt Securities



<PAGE>




                         Reconciliation and tie between
            Trust Indenture Act of 1939 (the "Trust Indenture Act")
                                 and Indenture


Trust Indenture
Act Section                                                  Indenture Section
- -----------                                                  -----------------

ss.310(a)(1).......................................................      6.8
(a)(2).............................................................      6.8
(b)................................................................      6.9
ss.312(a)..........................................................      7.1
(b)................................................................      7.2
(c)................................................................      7.2
ss.313(a)..........................................................      7.3
(b)(2).............................................................      7.3
(c)................................................................      7.3
(d)................................................................      7.3
ss.314(a)..........................................................      7.4
(c)(1).............................................................      1.2
(c)(2).............................................................      1.2
(e)................................................................      1.2
(f)................................................................      1.2
ss.316(a) (last sentence)..........................................      1.1
(a)(1)(A)..........................................................5.2, 5.12
(a)(1)(B) .........................................................     5.13
(b)................................................................      5.8
ss.317(a)(1).......................................................      5.3
(a)(2).............................................................      5.4
(b)................................................................     10.3
ss.318(a)..........................................................      1.8

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



<PAGE>


<TABLE>
<CAPTION>

                               TABLE OF CONTENTS

<S>                                                                                          <C>
Recitals......................................................................................1

                                   ARTICLE 1

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 1.1. Definitions......................................................................1
               Act............................................................................2
               Additional Amount[s]...........................................................2
               Additional Provisions..........................................................2
               Affiliate......................................................................2
               Authenticating Agent...........................................................2
               Authorized Newspaper...........................................................2
               Authorized Officer.............................................................2
               Bearer Security................................................................3
               Board of Directors.............................................................3
               Board Resolution...............................................................3
               Business Day...................................................................3
               Commission.....................................................................3
               Common Stock...................................................................3
               Company........................................................................3
               Company Request and Company Order..............................................3
               Consolidated Net Worth.........................................................3
               Corporate Trust Office.........................................................3
               Corporation....................................................................4
               Coupon.........................................................................4
               Currency.......................................................................4
               CUSIP number...................................................................4
               Defaulted Interest.............................................................4
               Dollars or $...................................................................4
               Event of Default...............................................................4
               Foreign Currency...............................................................4
               Government Obligations.........................................................4
               Holder.........................................................................5
               Indebtedness...................................................................5
               Indenture......................................................................5
               Indexed Security...............................................................5
               Interest Payment Date..........................................................5
               Judgment Currency..............................................................5
               Maturity.......................................................................5
               New York Banking Day...........................................................6
               Office or Agency...............................................................6
               Officer's Certificate..........................................................6
               Opinion of Counsel.............................................................6
               Original Issue Discount Security...............................................6
               Outstanding....................................................................6
               Paying Agent...................................................................7
               Person.........................................................................7
               Place of Payment...............................................................7
               Predecessor Security...........................................................7
               Principal Property.............................................................8
               Redemption Date................................................................8
               Redemption Price...............................................................8
               Registered Security............................................................8
               Regular Record Date............................................................8
               Required Currency..............................................................8
               Responsible Officer............................................................8
               Restricted Subsidiary..........................................................9
               Security or Securities.........................................................9
               Security Register and Security Registrar.......................................9
               Senior Indebtedness............................................................9
               Special Record Date............................................................9
               Stated Maturity................................................................9
               Subsidiary.....................................................................9
               Trust Indenture Act...........................................................10
               Trustee.......................................................................10
               United States.................................................................10
               United States Alien...........................................................10
               U.S. Depository or Depository.................................................10
               Vice President................................................................10
Section 1.2. Compliance Certificates and Opinions............................................10
Section 1.3. Form of Documents Delivered to Trustee..........................................11
Section 1.4. Acts of Holders.................................................................11
Section 1.5. Notices, Etc., to Trustee and Company...........................................13
Section 1.6. Notice to Holders of Securities; Waiver.........................................14
Section 1.7. Language of Notices.............................................................15
Section 1.8. Conflict with Trust Indenture Act...............................................15
Section 1.9. Effect of Headings and Table of Contents........................................15
Section 1.10. Successors and Assigns.........................................................15
Section 1.11. Separability Clause............................................................15
Section 1.12. Benefits of Indenture..........................................................15
Section 1.13. Governing Law; Waiver of Trial by Jury; and Jurisdiction.......................15
Section 1.14. Legal Holidays.................................................................16
Section 1.15. Counterparts...................................................................16
Section 1.16. Judgment Currency..............................................................16
Section 1.17. No Security Interest Created...................................................17
Section 1.18. Limitation on Individual Liability.............................................17

                                   ARTICLE 2

                                SECURITIES FORMS

Section 2.1. Forms Generally.................................................................17
Section 2.2. Form of Trustee's Certificate of Authentication.................................18
Section 2.3. Securities in Global Form.......................................................18

                                   ARTICLE 3

                                 THE SECURITIES

Section 3.1. Amount Unlimited; Issuable in Series............................................19
Section 3.2. Currency; Denominations.........................................................22
Section 3.3. Execution, Authentication, Delivery and Dating..................................23
Section 3.4. Temporary Securities............................................................25
Section 3.5. Registration, Transfer and Exchange.............................................25
Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities................................29
Section 3.7. Payment of Interest and Certain Additional Amounts; Rights to Interest
                  and Certain Additional Amounts Preserved...................................30
Section 3.8. Persons Deemed Owners...........................................................32
Section 3.9. Cancellation....................................................................32
Section 3.10. Computation of Interest........................................................32
Section 3.11. CUSIP Numbers..................................................................33

                                   ARTICLE 4

                    SATISFACTION AND DISCHARGE OF INDENTURE

Section 4.1. Satisfaction and Discharge......................................................33
Section 4.2. Defeasance and Covenant Defeasance..............................................34
Section 4.3. Application of Trust Money......................................................38

                                   ARTICLE 5

                                    REMEDIES

Section 5.1. Events of Default...............................................................38
Section 5.2. Acceleration of Maturity; Rescission and Annulment..............................40
Section 5.3. Collection of Indebtedness and Suits for Enforcement by Trustee.................41
Section 5.4. Trustee May File Proofs of Claim................................................42
Section 5.5. Trustee May Enforce Claims Without Possession of Securities or Coupons..........43
Section 5.6. Application of Money Collected..................................................43
Section 5.7. Limitations on Suits............................................................43
Section 5.8. Unconditional Right of Holders to Receive Principal and Any Premium,
                  Interest and Additional Amounts............................................44
Section 5.9. Restoration of Rights and Remedies..............................................44
Section 5.10. Rights and Remedies Cumulative.................................................44
Section 5.11. Delay or Omission Not Waiver...................................................45
Section 5.12. Control by Holders of Securities...............................................45
Section 5.13. Waiver of Past Defaults........................................................45
Section 5.14. Waiver of Usury, Stay or Extension Laws........................................46
Section 5.15. Undertaking for Costs..........................................................46

                                   ARTICLE 6

                                  THE TRUSTEE

Section 6.1. Certain Duties and Responsibilities of the Trustee..............................46
Section 6.2. Certain Rights of Trustee.......................................................48
Section 6.3. Notice of Defaults..............................................................49
Section 6.4. Not Responsible for Recitals or Issuance of Securities..........................50
Section 6.5. May Hold Securities.............................................................50
Section 6.6. Money Held in Trust.............................................................50
Section 6.7. Compensation and Reimbursement..................................................50
Section 6.8. Corporate Trustee Required; Eligibility.........................................51
Section 6.9. Disqualification; Conflicting Interests.........................................52
Section 6.10. Resignation and Removal; Appointment of Successor..............................52
Section 6.11. Acceptance of Appointment by Successor.........................................54
Section 6.12. Merger, Conversion, Consolidation or Succession to Business....................55
Section 6.13. Appointment of Authenticating Agent............................................55
Section 6.14. Trustee's Application for Instructions from the Company........................57

                                   ARTICLE 7

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 7.1. Company to Furnish Trustee Names and Addresses of Holders.......................57
Section 7.2. Preservation of Information; Communications to Holders..........................58
Section 7.3. Reports by Trustee..............................................................58
Section 7.4. Reports by Company..............................................................58

                                   ARTICLE 8

                        CONSOLIDATION, MERGER AND SALES

Section 8.1. Company May Consolidate, Etc., Only on Certain Terms............................59
Section 8.2. Successor Person Substituted for Company........................................60

                                   ARTICLE 9

                            SUPPLEMENTAL INDENTURES

Section 9.1. Supplemental Indentures Without Consent of Holders..............................60
Section 9.2. Supplemental Indentures with Consent of Holders.................................61
Section 9.3. Execution of Supplemental Indentures............................................62
Section 9.4. Effect of Supplemental Indentures...............................................63
Section 9.5. Reference in Securities to Supplemental Indentures..............................63
Section 9.6. Conformity with Trust Indenture Act.............................................63
Section 9.7. Notice of Supplemental Indenture................................................63

                                   ARTICLE 10

                                   COVENANTS

Section 10.1. Payment of Principal, Any Premium, Interest and Additional Amounts.............63
Section 10.2. Maintenance of Office or Agency................................................63
Section 10.3. Money for Securities Payments to Be Held in Trust..............................65
Section 10.4. Additional Amounts.............................................................66
Section 10.5  [Intentionally Omitted]........................................................67
Section 10.6  [Intentionally Omitted]........................................................67
Section 10.7. Corporate Existence............................................................67
Section 10.8. Waiver of Certain Covenants....................................................67
Section 10.9. Company Statement as to Compliance; Notice of Certain Defaults.................67
Section 10.10. Calculation of Original Issue Discount........................................68

                                   ARTICLE 11

                            REDEMPTION OF SECURITIES

Section 11.1. Applicability of Article.......................................................68
Section 11.2. Election to Redeem; Notice to Trustee..........................................68
Section 11.3. Selection by Trustee of Securities to Be Redeemed..............................69
Section 11.4. Notice of Redemption...........................................................69
Section 11.5. Deposit of Redemption Price....................................................71
Section 11.6. Securities Payable on Redemption Date..........................................71
Section 11.7. Securities Redeemed in Part....................................................72

                                   ARTICLE 12

                            [INTENTIONALLY OMITTED]


                                   ARTICLE 13

                       REPAYMENT AT THE OPTION OF HOLDERS

Section 13.1. Applicability of Article.......................................................72

                                   ARTICLE 14

                            [INTENTIONALLY OMITTED]


                                   ARTICLE 15

                       MEETINGS OF HOLDERS OF SECURITIES

Section 15.1. Purposes for Which Meetings May Be Called......................................73
Section 15.2. Call, Notice and Place of Meetings.............................................73
Section 15.3. Persons Entitled to Vote at Meetings...........................................73
Section 15.4. Quorum; Action.................................................................74
Section 15.5. Determination of Voting Rights; Conduct and Adjournment of Meetings............74
Section 15.6. Counting Votes and Recording Action of Meetings................................75
Section 15.7. Action Without Meeting.........................................................76

                                   ARTICLE 16

                          SUBORDINATION OF SECURITIES

Section 16.1. Agreement to Subordinate.......................................................76
Section 16.2. Default on Senior Indebtedness.................................................76
Section 16.3. Liquidation; Dissolution; Bankruptcy...........................................76
Section 16.4. Subrogation....................................................................78
Section 16.5. Trustee to Effectuate Subordination............................................79
Section 16.6. Notice by the Company..........................................................79
Section 16.7. Rights of the Trustee; Holders of Senior Indebtedness..........................79
Section 16.8. Subordination May Not Be Impaired..............................................80

</TABLE>



<PAGE>


         INDENTURE, dated as of November [___], 2003 (the "Indenture"), between
THE STANLEY WORKS, a corporation duly organized and existing under the laws of
the State of Connecticut (hereinafter called the "Company"), having its
principal executive office located at 1000 Stanley Drive, New Britain,
Connecticut, 06053, and JPMORGAN CHASE BANK, a banking corporation duly
organized and existing under the laws of the State of New York (hereinafter
called the "Trustee"), having its Corporate Trust Office located at 4 New York
Plaza, New York, New York, 10004.

                                    RECITALS

         The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its subordinated
unsecured debentures, notes or other evidences of indebtedness (hereinafter
called the "Securities"), unlimited as to principal amount, to bear such rates
of interest, to mature at such time or times, to be issued in one or more
series and to have such other provisions as shall be fixed as hereinafter
provided.

         The Company has duly authorized the execution and delivery of this
Indenture. All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.

         This Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder, that are required to be part of
this Indenture and, to the extent applicable, shall be governed by such
provisions.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

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

                                   ARTICLE 1

            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

         Section 1.1. Definitions.

         Except as otherwise expressly provided in or pursuant to this
Indenture or unless the context otherwise requires, for all purposes of this
Indenture:

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

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

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

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

               (5) references herein to Sections or Articles refer to Sections
         or Articles in this Indenture.

         Certain terms used principally in certain Articles hereof are defined
in those Articles.

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

         "Additional Amount[s]" means any additional amounts which are required
hereby or by any Security, under circumstances specified herein or therein, to
be paid by the Company in respect of certain taxes, assessments or other
governmental charges imposed on Holders specified therein and which are owing
to such Holders.

         "Additional Provisions" has the meaning specified in Section 16.1.

         "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 the meanings correlative to
the foregoing.

          "Authenticating Agent" means any Person authorized by the Trustee
pursuant to Section 6.11 to act on behalf of the Trustee to authenticate
Securities of one or more series.

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

         "Authorized Officer" means, when used with respect to the Company, the
Chairman of the Board of Directors, a Vice Chairman, the President, any Vice
President, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant
Secretary, of the Company.

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

         "Board of Directors" means the board of directors of the Company or
any committee of that board duly authorized to act generally or in any
particular respect for the Company hereunder.

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

         "Business Day", with respect to any Place of Payment or other
location, means, unless otherwise specified with respect to any Securities
pursuant to Section 3.1, any day other than a Saturday, Sunday or other day on
which banking institutions in such Place of Payment or other location are
authorized or obligated by law, regulation or executive order to close.

         "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Securities Exchange Act of 1934, as
amended, or, if at any time after the execution of this Indenture 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.

         "Common Stock" includes any capital stock of any class of the Company
which has no preference in respect of dividends or of amounts payable in the
event of any voluntary or involuntary liquidation, dissolution or winding up of
the Company and which is not subject to redemption by the Company.

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

         "Company Request" and "Company Order" mean, respectively, a written
request or order, as the case may be, signed in the name of the Company by the
Chairman of the Board of Directors, a Vice Chairman, the Chief Executive
Officer, 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.

         "Consolidated Net Worth" means the excess over current liabilities of
all assets properly appearing on a consolidated balance sheet of the Company
and its consolidated Subsidiaries after deducting the minority interests of
others in Subsidiaries.

         "Corporate Trust Office" means the corporate trust office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered; which office at the date of original execution of
this Indenture is located at 4 New York Plaza, New York, New York 10004, or the
principal corporate trust office of any successor Trustee.

         "Corporation" includes corporations and, except for purposes of
Article Eight, associations, companies, business trusts and limited liability
companies.

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

         "Currency", with respect to any payment, deposit or other transfer in
respect of the principal of or any premium or interest on or any Additional
Amounts with respect to any Security, and with respect to any other payment,
deposit or transfer pursuant to or contemplated by the terms hereof or such
Security, means Dollars.

         "CUSIP number" means the alphanumeric designation assigned to a
Security by Standard & Poor's Corporation, CUSIP Service Bureau (or any Person
to whom this function may be sold or otherwise transferred).

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

         "Dollars" or "$" means a dollar or other equivalent unit of legal
tender for payment of public or private debts in the United States of America.

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

         "Foreign Currency" means any currency, currency unit or composite
currency issued by the government of one or more countries other than the
United States of America or by any recognized confederation or association of
such governments.

         "Government Obligations" means securities which are (i) direct
obligations of the United States of America or the other government or
governments in the confederation which issued the Foreign Currency in which the
principal of or any premium or interest on such Security or any Additional
Amounts in respect thereof shall be payable, in each case where the payment or
payments thereunder are supported by the full faith and credit of such
government or governments or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States
of America or such other government or governments, in each case where the
timely payment or payments thereunder are unconditionally guaranteed as a full
faith and credit obligation by the United States of America or such other
government or governments, and which, in the case of (i) or (ii), are not
callable or redeemable except at the option of the holders thereof, and shall
also include a depository receipt issued by a bank or trust company as
custodian with respect to any such Government Obligation or a specific payment
of interest on or principal of or other amount with respect to any such
Government Obligation held by such custodian for the account of the holder of a
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the Government Obligation or the specific payment of interest on or principal
of or other amount with respect to the Government Obligation evidenced by such
depository receipt.

         "Holder", in the case of any Registered Security, means the Person in
whose name such Security is registered in the Security Register and, in the
case of any Bearer Security, means the bearer thereof and, in the case of any
Coupon, means the bearer thereof.

         "Indebtedness"of any person means the principal of and premium, if
any, and interest due on indebtedness of such Person, whether outstanding on
the date of this Indenture or thereafter created, incurred or assumed, which is
(a) indebtedness for money borrowed, (b) any obligation of, or any obligation
guaranteed by, such Person for the repayment of borrowed money, whether or not
evidenced by bonds, debentures, notes or other written instruments, (c) any
obligation of, or any such obligation guaranteed by, such Person evidenced by
bonds, debentures, notes or similar written instruments, including obligations
assumed or incurred in connection with the acquisition of property, assets or
businesses (provided, however, that the deferred purchase price of any other
business or property or assets shall not be considered Indebtedness if the
purchase price thereof is payable in full within 90 days from the date on which
such indebtedness was created), (d) any obligations of such Person as lessee
under leases required to be capitalized on the balance sheet of the lessee
under generally accepted accounting principles, (e) all obligations of such
Person for the reimbursement on any letter of credit, banker's acceptance,
security purchase facility or similar credit transaction, (f) all obligations
of such Person in respect of interest rate swap, cap or other agreements,
interest rate future or options contracts, currency swap arrangements, currency
future or option contracts and other similar agreements, (g) all obligations of
the types referred to in clauses (a) through (f) above of other persons for the
payment of which such Person is responsible or liable as obligor, guarantor or
otherwise, (h) all obligations of the types referred to in clauses (a) through
(g) above of other persons secured by any lien on any property or asset of such
Person (whether or not such obligation is assumed by such Person), and (i) any
amendments, renewals, extensions, modifications and refundings of any of the
foregoing.

         "Indenture" means this instrument 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, with respect to any
Security, by the terms and provisions of such Security and any Coupon
appertaining thereto established pursuant to Section 3.1 (as such terms and
provisions may be amended pursuant to the applicable provisions hereof).

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

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

         "Judgment Currency" has the meaning specified in Section 1.16.

         "Maturity", with respect to any Security, means the date on which the
principal of such Security or an installment of principal becomes due and
payable as provided in or pursuant to this Indenture, whether at the Stated
Maturity or by declaration of acceleration, notice of redemption or repurchase,
notice of option to elect repayment or otherwise, and includes the Redemption
Date.

         "New York Banking Day" has the meaning specified in Section 1.16.

         "Office" or "Agency", with respect to any Securities, means an office
or agency of the Company maintained or designated in a Place of Payment for
such Securities pursuant to Section 10.2 or any other office or agency of the
Company maintained or designated for such Securities pursuant to Section 10.2
or, to the extent designated or required by Section 10.2 in lieu of such office
or agency, the Corporate Trust Office of the Trustee.

         "Officer's Certificate" means a certificate signed by the Chairman of
the Board, a Vice Chairman, the President or a Vice President of the Company,
that complies with the requirements of Section 314(e) of the Trust Indenture
Act and is delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may be an
employee of or counsel for the Company or other counsel who shall be reasonably
acceptable to the Trustee, that, if required by the Trust Indenture Act,
complies with the requirements of Sections 314(c) and/or 314(e) of the Trust
Indenture Act.

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

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

               (a) any such Security theretofore cancelled by the Trustee or
         the Security Registrar or delivered to the Trustee or the Security
         Registrar for cancellation;

               (b) any such Security for whose payment at the Maturity thereof
         money in the necessary amount has been theretofore deposited pursuant
         hereto (other than pursuant to Section 4.2) with the Trustee or any
         Paying Agent (other than the Company) in trust or set aside and
         segregated in trust by the Company (if the Company shall act as its
         own Paying Agent) for the Holders of such Securities and any Coupons
         appertaining thereto, provided that, if such Securities are to be
         redeemed, notice of such redemption has been duly given pursuant to
         this Indenture or provision therefor satisfactory to the Trustee has
         been made;

               (c) any such Security with respect to which the Company has
         effected defeasance pursuant to the terms hereof, except to the extent
         provided in Section 4.2;

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

               (e) any such Security converted or exchanged as contemplated by
         this Indenture into Common Stock or other securities, if the terms of
         such Security provide for such conversion or exchange pursuant to
         Section 3.1;

provided, however, that in determining whether the Holders of the requisite
principal amount of Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Holders of Securities for quorum purposes, (i) the principal
amount of an Original Issue Discount Security that may be counted in making
such determination and that shall be deemed to be Outstanding for such purposes
shall be equal to the amount of the principal thereof that pursuant to the
terms of such Original Issue Discount Security would be declared (or shall have
been declared to be) due and payable upon a declaration of acceleration thereof
pursuant to Section 5.2 at the time of such determination, and (ii) the
principal amount of any Indexed Security that may be counted in making such
determination and that shall be deemed Outstanding for such purposes shall be
equal to the principal face amount of such Indexed Security at original
issuance, unless otherwise provided in or pursuant to this Indenture, and (iii)
Securities owned by the Company or any other obligor upon the Securities or any
Affiliate of the Company or such other obligor, shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Trustee shall be
protected in making any such determination or relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Securities
which a Responsible Officer of the Trustee actually knows to be so owned shall
be so disregarded. Securities so owned which shall have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Trustee (A) the pledgee's right so to act with respect to
such Securities and (B) that the pledgee is not the Company or any other
obligor upon the Securities or any Coupons appertaining thereto or an Affiliate
of the Company or such other obligor.

         "Paying Agent" means any Person authorized by the Company to pay the
principal of, or any premium or interest on, or any Additional Amounts with
respect to, any Security or any Coupon on behalf of the Company.

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

         "Place of Payment", with respect to any Security, means the place or
places where the principal of, or any premium or interest on, or any Additional
Amounts with respect to such Security are payable as provided in or pursuant to
this Indenture or such Security.

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

         "Principal Property" means all real property and tangible personal
property constituting a manufacturing plant located within the United States
owned by the Company or a Restricted Subsidiary, exclusive of (i) motor
vehicles, mobile materials-handling equipment and other rolling stock, (ii)
office furnishings and equipment, information and electronic data processing
equipment, (iii) any property financed through obligations issued by a state or
possession of the United States, or any political subdivision or
instrumentality of the foregoing, on which the interest is not, in the opinion
of tax counsel of recognized standing or in accordance with a ruling issued by
the Internal Revenue Service, includible in gross income of the holder by
reason of Section 103(a) of the Internal Revenue Code (or any successor to such
provision) as in effect at the time of the issuance of such obligations, (iv)
any real property held for development or sale, or (v) any property the gross
book value of which (including related land and improvements thereon and all
machinery and equipment included therein without deduction of any depreciation
reserves) is less than 10% of Consolidated Net Worth or which the Board of
Directors of the Company determines is not material to the operation of the
business of the Company and its Subsidiaries taken as a whole.

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

         "Redemption Price", with respect to any Security or portion thereof to
be redeemed, means the price at which it is to be redeemed as determined by or
pursuant to this Indenture or such Security.

         "Registered Security" means any Security established pursuant to
Section 2.1 which is registered in a Security Register.

         "Regular Record Date" for the interest payable on any Registered
Security on any Interest Payment Date therefor means the date, if any,
specified in or pursuant to this Indenture or such Security as the "Regular
Record Date".

         "Required Currency" has the meaning specified in Section 1.16.

         "Responsible Officer" means any vice president, any assistant vice
president, the secretary, any assistant secretary, the treasurer, any assistant
treasurer, or any trust officer or any other officer of the Trustee within the
Institutional Trust Services-Conventional Debt Unit of the Trustee (or any
similar successor unit or department of the Trustee) located at the Corporate
Trust Office at the Trustee who has direct responsibility for the
administration of this Indenture and, for purposes of Section 6.1(3)(b) and the
first proviso of Section 6.3, shall also include any officer of the Trustee to
whom any corporate trust matter is referred because of his or her knowledge of
and familiarity with the particular subject.

         "Restricted Subsidiary" means a Subsidiary (i) substantially all the
property of which is located, or substantially all the business of which is
carried on, within the United States, and (ii) which owns a Principal Property;
provided, however, that the term shall not include any Subsidiary which is
solely or primarily engaged in the business of providing or obtaining financing
for the sale or lease of products sold or leased by the Company or any
Subsidiary or which is primarily engaged in the business of a finance company
either on a secured or an unsecured basis.

         "Security" or "Securities" means any note or notes, bond or bonds,
debenture or debentures, or any other evidences of indebtedness, as the case
may be, authenticated and delivered under this Indenture; provided, however,
that if at any time there is more than one Person acting as Trustee under this
Indenture, "Securities", with respect to any such Person, shall mean Securities
authenticated and delivered under this Indenture, exclusive, however, of
Securities of any series as to which such Person is not Trustee

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

         "Senior Indebtedness" means all obligations of the Company in respect
of Indebtedness of the Company, whether outstanding at the date of execution of
this Indenture, or thereafter incurred or created; provided, that, "Senior
Indebtedness" shall not include: (1) indebtedness or monetary obligations to
trade creditors created or assumed by the Company in the ordinary course of
business in connection with the obtaining of materials or services; (2)
indebtedness that is by its terms subordinated to or ranks equal with the
Securities; or (3) any indebtedness of the Company to its Affiliates unless
otherwise expressly provided in the terms of any such indebtedness.

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

         "Stated Maturity", with respect to any Security or any installment of
principal thereof or interest thereon or any Additional Amounts with respect
thereto, means the date established by or pursuant to this Indenture or such
Security as the fixed date on which the principal of such Security or such
installment of principal or interest is, or such Additional Amounts are, due
and payable.

         "Subsidiary" means any corporation of which at least a majority of all
outstanding stock having ordinary voting power in the election of directors of
such corporation is at the time, directly or indirectly, owned by the Company
or by one or more Subsidiaries or by the Company and one or more Subsidiaries.

         "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended, and any reference herein to the Trust Indenture Act or a particular
provision thereof shall mean such Act or provision, as the case may be, as
amended or replaced from time to time.

         "Trustee" means the Person named as the "Trustee" in the first
paragraph of this instrument until a successor Trustee shall have become such
with respect to one or more series of Securities pursuant to the applicable
provisions of this Indenture, and thereafter "Trustee" shall mean each Person
who is then a Trustee hereunder; provided, however, that if at any time there
is more than one such Person, "Trustee" shall mean each such Person and as used
with respect to the Securities of any series shall mean the Trustee with
respect to the Securities of such series. "United States", except as otherwise
provided in or pursuant to this Indenture or any Security, means the United
States of America (including the states thereof and the District of Columbia),
its territories and possessions and other areas subject to its jurisdiction.

         "United States Alien", except as otherwise provided in or pursuant to
this Indenture or any Security, means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or
a non-resident alien fiduciary of a foreign estate or trust.

         "U.S. Depository" or "Depository" means, with respect to any Security
issuable or issued in the form of one or more global Securities, the Person
designated as U.S. Depository or Depository by the Company in or pursuant to
this Indenture, which Person must be, to the extent required by applicable law
or regulation, a clearing agency registered under the Securities Exchange Act
of 1934, as amended, and, if so provided with respect to any Security, any
successor to such Person. If at any time there is more than one such Person,
"U.S. Depository" or "Depository" shall mean, with respect to any Securities,
the qualifying entity which has been appointed with respect to such Securities.

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

         Section 1.2. Compliance Certificates and Opinions.

         Except as otherwise expressly provided in this Indenture, 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
Officer's Certificate stating or opining that all conditions precedent, if any,
provided for in this Indenture relating to the proposed action have been
complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent, if any, have been complied with, except
that in the case of any such application or request as to which the furnishing
of such documents or any of them is specifically required by any provision of
this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.

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

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

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

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

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

         Section 1.3. Form of Documents Delivered to Trustee.

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion 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 an Opinion of Counsel, provided
that such officer, after reasonable inquiry, has no reason to believe and does
not believe that the Opinion of Counsel with respect to the matters upon which
his certificate or opinion is based is erroneous. Any such 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, provided that such counsel, after reasonable
inquiry, has no reason to believe, and does not believe 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 or any Security, they may, but need not, be
consolidated and form one instrument.

         Section 1.4. Acts of Holders.

         (1) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by or pursuant to 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. If, but only if, Securities of a series are issuable
as Bearer Securities, any request, demand, authorization, direction, notice,
consent, waiver or other action provided in or pursuant to this Indenture to be
given or taken by Holders of Securities of such series may, alternatively, be
embodied in and evidenced by the record of Holders of Securities of such series
voting in favor thereof, either in person or by proxies duly appointed in
writing, at any meeting of Holders of Securities of such series duly called and
held in accordance with the provisions of Article Fifteen, or a combination of
such instruments and any such record. Except as herein or therein otherwise
expressly provided, such action shall become effective when such instrument or
instruments or record or both are delivered to the Trustee and, where it is
hereby expressly required, to the Company. Such instrument or instruments and
any such record (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Holders signing such
instrument or instruments or so voting at any such meeting. Proof of execution
of any such instrument or of a writing appointing any such agent, or of the
holding by any Person of a Security, shall be sufficient for any purpose of
this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee
and the Company and any agent of the Trustee or the Company, if made in the
manner provided in this Section. The record of any meeting of Holders of
Securities shall be proved in the manner provided in Section 15.6.

         Without limiting the generality of this Section 1.4, unless otherwise
provided in or pursuant to this Indenture, a Holder, including a U.S.
Depository that is a Holder of a global Security, may make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other Act provided in or pursuant to this
Indenture to be made, given or taken by Holders, and a U.S. Depository that is
a Holder of a global Security may provide its proxy or proxies to the
beneficial owners of interests in any such global Security through such U.S.
Depository's standing instructions and customary practices.

         The Company shall fix a record date for the purpose of determining the
Persons who are beneficial owners of interest in any permanent global Security
held by a U.S. Depository entitled under the procedures of such U.S. Depository
to make, give or take, by a proxy or proxies duly appointed in writing, any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided in or pursuant to this Indenture to be made, given or taken by
Holders. When such a record date is fixed, the Holders on such record date or
their duly appointed proxy or proxies, and only such Persons, shall be entitled
to make, give or take such request, demand, authorization, direction, notice,
consent, waiver or other Act, whether or not such Holders remain Holders after
such record date. No such request, demand, authorization, direction, notice,
consent, waiver or other Act shall be valid or effective if made, given or
taken more than 90 days after such record date.

         (2) The fact and date of the execution by any Person of any such
instrument or writing referred to in this Section 1.4 may be proved in any
reasonable manner; and the Trustee may in any instance require further proof
with respect to any of the matters referred to in this Section.

         (3) The ownership, principal amount and serial numbers of Registered
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, shall be proved by the Security Register.

         (4) The ownership, principal amount and serial numbers of Bearer
Securities held by any Person, and the date of the commencement and the date of
the termination of holding the same, may be proved by the production of such
Bearer Securities or by a certificate executed, as depositary, by any trust
company, bank, banker or other depositary reasonably acceptable to the Company,
wherever situated, if such certificate shall be deemed by the Company and the
Trustee to be satisfactory, showing that at the date therein mentioned such
Person had on deposit with such depositary, or exhibited to it, the Bearer
Securities therein described; or such facts may be proved by the certificate or
affidavit of the Person holding such Bearer Securities, if such certificate or
affidavit is deemed by the Trustee to be satisfactory. The Trustee and the
Company may assume that such ownership of any Bearer Security continues until
(i) another certificate or affidavit bearing a later date issued in respect of
the same Bearer Security is produced, or (ii) such Bearer Security is produced
to the Trustee by some other Person, or (iii) such Bearer Security is
surrendered in exchange for a Registered Security, or (iv) such Bearer Security
is no longer Outstanding. The ownership, principal amount and serial numbers of
Bearer Securities held by the Person so executing such instrument or writing
and the date of the commencement and the date of the termination of holding the
same may also be proved in any other manner which the Company and the Trustee
deem sufficient.

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

         (6) Any request, demand, authorization, direction, notice, consent,
waiver or other Act by 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 or suffered to be done by the Trustee, any Security
Registrar, any Paying Agent or the Company in reliance thereon, whether or not
notation of such Act is made upon such Security.

         Section 1.5. Notices, Etc., to Trustee and Company.

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

               (1) the Trustee by any Holder or 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, or

               (2) the Company by the Trustee or 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 the attention of its Treasurer, with a copy
         to the attention of its General Counsel, at the address of its
         principal office specified in the first paragraph of this instrument
         or at any other address previously furnished in writing to the Trustee
         by the Company.

         Section 1.6. Notice to Holders of Securities; Waiver.

         Except as otherwise expressly provided in or pursuant to this
Indenture, where this Indenture provides for notice to Holders of Securities of
any event,

               (1) such notice shall be sufficiently given to Holders of
         Registered Securities if in writing and mailed, first-class postage
         prepaid, to each Holder of a Registered Security 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; and

               (2) such notice shall be sufficiently given to Holders of Bearer
         Securities, if any, if published in an Authorized Newspaper in The
         City of New York and, if such Securities are then listed on any stock
         exchange outside the United States, in an Authorized Newspaper in such
         city as the Company shall advise the Trustee that such stock exchange
         so requires, on a Business Day at least twice, the first such
         publication to be not earlier than the earliest date and the second
         such publication not later than the latest date prescribed for the
         giving of such notice.

         In any case where notice to Holders of Registered Securities is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder of a Registered Security shall affect the
sufficiency of such notice with respect to other Holders of Registered
Securities or the sufficiency of any notice to Holders of Bearer Securities
given as provided herein. Any notice which is mailed in the manner herein
provided shall be conclusively presumed to have been duly given or provided. In
the 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.

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

         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 of Securities shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

         Section 1.7. Language of Notices.

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

         Section 1.8. Conflict with Trust Indenture Act.

         If any provision hereof limits, qualifies or conflicts with any duties
under any required provision of the Trust Indenture Act imposed hereon by
Section 318(c) thereof, such required provision shall control.

         Section 1.9. 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 1.10. Successors and Assigns.

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

         Section 1.11. Separability Clause.

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

         Section 1.12. Benefits of Indenture.

         Nothing in this Indenture, any Security or any Coupon, express or
implied, shall give to any Person, other than (i) the parties hereto, (ii) any
Security Registrar, (iii) any Paying Agent, (iv) any Authenticating Agent, (v)
the successors to each of the parties named in (i), (ii), (iii) and (iv) of
this paragraph and, (vi) the Holders of Securities or Coupons, any benefit or
any legal or equitable right, remedy or claim under this Indenture.

         Section 1.13. Governing Law; Waiver of Trial by Jury; and
                       Jurisdiction.

         This Indenture, the Securities and the Coupons shall be governed by
and construed in accordance with the law of the State of New York (including
without limitation Section 5-1401 of the New York General Obligations Law or
any successor to such statute). The Trustee, the Company, and (by their
acceptance of the Securities) the Holders, agree to submit to the non-exclusive
jurisdiction of any United States federal or state court located in the Borough
of Manhattan, in The City of New York in any action or proceeding arising out
of or relating to this Indenture or the Securities. The Trustee and the Company
hereby knowingly, voluntarily and intentionally waive any rights they may have
to a trial by jury in respect of any litigation based hereon, or arising out
of, under or in connection with, this Indenture or any course of conduct,
course of dealing, statements (whether oral or written) or actions of the
Trustee or the Company relating thereto. The Company acknowledges and agrees
that it has received full and sufficient consideration for this provision and
that this provision is a material inducement for the Trustee and the Holders
entering into this Indenture.

         Section 1.14. Legal Holidays.

         Unless otherwise specified in or pursuant to this Indenture or any
Securities, in any case where any Interest Payment Date, Stated Maturity or
Maturity of any Security, or the last date on which a Holder has the right to
convert or exchange Securities of a series that are convertible or
exchangeable, shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture, any Security or any
Coupon other than a provision in any Security or Coupon that specifically
states that such provision shall apply in lieu hereof) payment need not be made
at such Place of Payment on such date, and such Securities need not be
converted or exchanged on such date but such payment may be made, and such
Securities may be converted or exchanged, on the next succeeding day that is a
Business Day at such Place of Payment with the same force and effect as if made
on the Interest Payment Date or at the Stated Maturity or Maturity or on such
last day for conversion or exchange, and no interest shall accrue on the amount
payable on such date or at such time for the period from and after such
Interest Payment Date, Stated Maturity, Maturity or last day for conversion or
exchange, as the case may be, to such next succeeding Business Day.

         Section 1.15. Counterparts.

         This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

         Section 1.16. Judgment Currency.

         The Company agrees, to the fullest extent that it may effectively do
so under applicable law, that (a) if for the purpose of obtaining judgment in
any court it is necessary to convert the sum due in respect of the principal
of, or premium or interest, if any, on, or Additional Amounts with respect to,
the Securities of any series (the "Required Currency") into a currency in which
a judgment will be rendered (the "Judgment Currency"), the rate of exchange
used shall be the rate at which in accordance with normal banking procedures
the Trustee could purchase in The City of New York the requisite amount of the
Required Currency with the Judgment Currency on the New York Banking Day
preceding the day on which a final unappealable judgment is given and (b) its
obligations under this Indenture to make payments in the Required Currency (i)
shall not be discharged or satisfied by any tender, or any recovery pursuant to
any judgment (whether or not entered in accordance with clause (a)), in any
currency other than the Required Currency, except to the extent that such
tender or recovery shall result in the actual receipt, by the payee, of the
full amount of the Required Currency expressed to be payable in respect of such
payments, (ii) shall be enforceable as an alternative or additional cause of
action for the purpose of recovering in the Required Currency the amount, if
any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (iii) shall not be affected by
judgment being obtained for any other sum due under this Indenture. For
purposes of the foregoing, "New York Banking Day" means any day except a
Saturday, Sunday or a legal holiday in The City of New York or a day on which
banking institutions in The City of New York are authorized or obligated by
law, regulation or executive order to be closed.

         Section 1.17. No Security Interest Created.

         Nothing in this Indenture or in any Securities, express or implied,
shall be construed to constitute a security interest under the Uniform
Commercial Code or similar legislation, as now or hereafter enacted and in
effect in any jurisdiction where property of the Company or its Subsidiaries is
or may be located.

         Section 1.18. Limitation on Individual Liability.

         No recourse under or upon any obligation, covenant or agreement
contained in this Indenture or in any Security, or for any claim based thereon
or otherwise in respect thereof, shall be had against any incorporator,
shareholder, officer or director, as such, past, present or future, of the
Company, either directly or through the Company, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise; it being expressly understood that this Indenture and
the obligations issued hereunder are solely corporate obligations, and that no
such personal liability whatever shall attach to, or is or shall be incurred
by, the incorporators, shareholders, officers or directors, as such, of the
Company, or any of them, because of the creation of the indebtedness hereby
authorized, or under or by reason of the obligations, covenants or agreements
contained in this Indenture or in any Security or implied therefrom; and that
any and all such personal liability of every name and nature, either at common
law or in equity or by constitution or statute, of, and any and all such rights
and claims against, every such incorporator, shareholder, officer or director,
as such, because of the creation of the indebtedness hereby authorized, or
under or by reason of the obligations, covenants or agreements contained in
this Indenture or in any Security or implied therefrom, are hereby expressly
waived and released as a condition of, and as a consideration for, the
execution of this Indenture and the issuance of such Security.

                                   ARTICLE 2

                                SECURITIES FORMS

         Section 2.1. Forms Generally.

         Each Registered Security, Bearer Security, Coupon and temporary or
permanent global Security issued pursuant to this Indenture shall be in the
form established by or pursuant to a Board Resolution and set forth in an
Officer's Certificate or in one or more indentures supplemental hereto, shall
have such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by or pursuant to this Indenture or any indenture
supplemental hereto and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Security or
Coupon as evidenced by their execution of such Security or Coupon.

         Unless otherwise provided in or pursuant to this Indenture, any
Securities, or the Board Resolution or any indenture supplemental hereto
establishing such series of Securities, the Securities shall be issuable in
registered form without Coupons and shall not be issuable upon the exercise of
warrants.

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

         Section 2.2. Form of Trustee's Certificate of Authentication.

         Subject to Section 6.11, the Trustee's certificate of authentication
shall be in substantially the following form:

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

                                              JPMORGAN CHASE BANK,
                                                       as Trustee


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

         Section 2.3. Securities in Global Form.

         If Securities of a series shall be issuable in global form, any such
Security may provide that it or any number of such Securities shall represent
the aggregate amount of all Outstanding Securities of such series (or such
lesser amount as is permitted by the terms thereof) from time to time endorsed
thereon and may also provide that the aggregate amount of Outstanding
Securities represented thereby may from time to time be increased or reduced to
reflect exchanges. Any endorsement of any Security in global form to reflect
the amount, or any increase or decrease in the amount, or changes in the rights
of Holders, of Outstanding Securities represented thereby shall be made in such
manner and by such Person or Persons as shall be specified therein or in the
Company Order to be delivered pursuant to Section 3.3 or 3.4 with respect
thereto. Subject to the provisions of Section 3.3 and, if applicable, Section
3.4, the Trustee shall deliver and redeliver, in each case at the Company's
expense, any Security in permanent global form in the manner and upon
instructions given by the Person or Persons specified therein or in the
applicable Company Order. If a Company Order pursuant to Section 3.3 or 3.4 has
been, or simultaneously is, delivered, any instructions by the Company with
respect to a Security in global form shall be in writing but need not be
accompanied by or contained in an Officer's Certificate and need not be
accompanied by an Opinion of Counsel.

         Notwithstanding the provisions of Section 3.7, unless otherwise
specified in or pursuant to this Indenture, any Securities, or the Board
Resolution or any indenture supplemental hereto establishing such series of
Securities, payment of principal of, any premium and interest on, and any
Additional Amounts in respect of, any Security in temporary or permanent global
form shall be made to the Person or Persons specified therein.

         Notwithstanding the provisions of Section 3.8 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company or the Trustee shall treat as the Holder of such principal amount of
Outstanding Securities represented by a global Security (i) in the case of a
global Security in registered form, the Holder of such global Security in
registered form, or (ii) in the case of a global Security in bearer form, the
Person or Persons specified pursuant to Section 3.1.

                                   ARTICLE 3

                                 THE SECURITIES

         Section 3.1. Amount Unlimited; Issuable in Series.

         The aggregate principal amount of Securities which may be
authenticated and delivered under this Indenture is unlimited. The Securities
may be issued in one or more series.

         With respect to any Securities to be authenticated and delivered
hereunder, there shall be established in or pursuant to a Board Resolution and
set forth in an Officer's Certificate, or established in one or more indentures
supplemental hereto,

               (1) the title of such Securities and the series in which such
         Securities shall be included;

               (2) any limit upon the aggregate principal amount of the
         Securities of such title or the Securities of such 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 such series
         pursuant to Section 3.4, 3.5, 3.6, 9.5 or 11.7, upon repayment in part
         of any Registered Security of such series pursuant to Article
         Thirteen, upon surrender in part of any Registered Security for
         conversion into Common Stock or exchange for other securities pursuant
         to its terms, or pursuant to or as contemplated by the terms of such
         Securities);

               (3) if such Securities are to be issuable as Registered
         Securities, as Bearer Securities or alternatively as Bearer Securities
         and Registered Securities, and whether the Bearer Securities are to be
         issuable with Coupons, without Coupons or both, and any restrictions
         applicable to the offer, sale or delivery of the Bearer Securities and
         the terms, if any, upon which Bearer Securities may be exchanged for
         Registered Securities and vice versa;

               (4) if any of such Securities are to be issuable in global form,
         when any of such Securities are to be issuable in global form and (i)
         whether such Securities are to be issued in temporary or permanent
         global form or both, (ii) whether beneficial owners of interests in
         any such global Security may exchange such interests for Securities of
         the same series and of like tenor and of any authorized form and
         denomination, and the circumstances under which any such exchanges may
         occur, if other than in the manner specified in Section 3.5, and (iii)
         the name of the Depository or the U.S. Depository, as the case may be,
         with respect to any such global Security;

               (5) if any of such Securities are to be issuable as Bearer
         Securities or in global form, the date as of which any such Bearer
         Security or global Security shall be dated (if other than the date of
         original issuance of the first of such Securities to be issued);

               (6) if any of such Securities are to be issuable as Bearer
         Securities, whether interest in respect of any portion of a temporary
         Bearer Security in global form payable in respect of an Interest
         Payment Date therefor prior to the exchange, if any, of such temporary
         Bearer Security for definitive Securities shall be paid to any
         clearing organization with respect to the portion of such temporary
         Bearer Security held for its account and, in such event, the terms and
         conditions (including any certification requirements) upon which any
         such interest payment received by a clearing organization will be
         credited to the Persons entitled to interest payable on such Interest
         Payment Date;

               (7) the date or dates, or the method or methods, if any, by
         which such date or dates shall be determined, on which the principal
         of such Securities is payable;

               (8) the rate or rates at which such Securities shall bear
         interest, if any, or the method, or methods, if any, by which such
         rate or rates are to be determined, the date or dates, if any, from
         which such interest shall accrue or the method or methods, if any, by
         which such date or dates are to be determined, the Interest Payment
         Dates, if any, on which such interest shall be payable and the Regular
         Record Date, if any, for the interest payable on Registered Securities
         on any Interest Payment Date, whether and under what circumstances
         Additional Amounts on such Securities or any of them shall be payable,
         the notice, if any, to Holders regarding the determination of interest
         on a floating rate Security and the manner of giving such notice, and
         the basis upon which interest shall be calculated if other than that
         of a 360-day year of twelve 30-day months;

               (9) if in addition to or other than the Borough of Manhattan,
         The City of New York, the place, or places where the principal of, any
         premium and interest on or any Additional Amounts with respect to such
         Securities shall be payable, any of such Securities that are
         Registered Securities may be surrendered for registration of transfer
         or exchange, any of such Securities may be surrendered for conversion
         or exchange and notices or demands to or upon the Company in respect
         of such Securities and this Indenture may be served, the extent to
         which, or the manner in which, any interest payment or Additional
         Amounts on a global Security on an Interest Payment Date, will be paid
         and the manner in which any principal of or premium, if any, on any
         global Security will be paid;

               (10) whether any of such Securities are to be redeemable at the
         option of the Company and, if so, the date or dates on which, the
         period or periods within which, the price or prices at which and the
         other terms and conditions upon which such Securities may be redeemed,
         in whole or in part, at the option of the Company;

               (11) whether the Company is obligated to redeem or purchase any
         of such Securities or at the option of any Holder thereof and, if so,
         the date or dates on which, the period or periods within which, the
         price or prices at which and the other terms and conditions upon which
         such Securities shall be redeemed or purchased, in whole or in part,
         pursuant to such obligation, and any provisions for the remarketing of
         such Securities so redeemed or purchased;

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

               (13) whether the Securities of the series will be convertible
         into shares of Common Stock and/or exchangeable for other securities,
         and if so, the terms and conditions upon which such Securities will be
         so convertible or exchangeable, and any deletions from or
         modifications or additions to this Indenture to permit or to
         facilitate the issuance of such convertible or exchangeable Securities
         or the administration thereof;

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

               (15) [Intentionally Omitted]

               (16) [Intentionally Omitted]

               (17) whether the amount of payments of principal of, any premium
         or interest on or any Additional Amounts with respect to such
         Securities may be determined with reference to an index, formula or
         other method or methods (which index, formula or method or methods may
         be based, without limitation, on one or more Currencies, commodities,
         equity securities, equity indices or other indices), and, if so, the
         terms and conditions upon which and the manner in which such amounts
         shall be determined and paid or payable;

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

               (19) whether either or both of Section 4.2(2) relating to
         defeasance or Section 4.2(3) relating to covenant defeasance shall not
         be applicable to the Securities of such series, or any covenants in
         addition to those specified in Section 4.2(3) relating to the
         Securities of such series which shall be subject to covenant of
         defeasance, and any deletions from, or modifications or additions to,
         the provisions of Article Four in respect of the Securities of such
         series;

               (20) whether any of such Securities are to be issuable upon the
         exercise of warrants, and the time, manner and place for such
         Securities to be authenticated and delivered;

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

               (22) if there is more than one Trustee, the identity of the
         Trustee and, if not the Trustee, the identity of each Security
         Registrar, Paying Agent or Authenticating Agent with respect to such
         Securities; and

               (23) any other terms of such Securities and any other deletions
         from or modifications or additions to this Indenture in respect of
         such Securities.

         All Securities of any one series and all Coupons, if any, appertaining
to Bearer Securities of such series shall be substantially identical except as
to Currency of payments due thereunder, denomination and the rate of interest
thereon, or method of determining the rate of interest, if any, Maturity, and
the date from which interest, if any, shall accrue and except as may otherwise
be provided by the Company in or pursuant to the Board Resolution and set forth
in the Officer's Certificate or in any indenture or indentures supplemental
hereto pertaining to such series of Securities. The terms of the Securities of
any series may provide, without limitation, that the Securities shall be
authenticated and delivered by the Trustee on original issue from time to time
upon written order of persons designated in the Officer's Certificate or
supplemental indenture and that such persons are authorized to determine,
consistent with such Officer's Certificate or any applicable supplemental
indenture, such terms and conditions of the Securities of such series as are
specified in such Officer's Certificate or supplemental indenture. All
Securities of any one series need not be issued at the same time and, unless
otherwise so provided, a series may be reopened for issuances of additional
Securities of such series or to establish additional terms of such series of
Securities.

         If any of the terms of the Securities of any series shall be
established by action taken by or pursuant to a Board Resolution, the Board
Resolution shall be delivered to the Trustee at or prior to the delivery of the
Officer's Certificate setting forth the terms of such series.

         Section 3.2. Currency; Denominations.

         Unless otherwise provided in or pursuant to this Indenture, the
principal of, any premium and interest on and any Additional Amounts with
respect to the Securities shall be payable in Dollars. Unless otherwise
provided in or pursuant to this Indenture, Registered Securities denominated in
Dollars shall be issuable in registered form without Coupons in denominations
of $1,000 and any integral multiple thereof, and the Bearer Securities
denominated in Dollars shall be issuable in the denomination of $5,000.
Securities not denominated in Dollars shall be issuable in such denominations
as are established with respect to such Securities in or pursuant to this
Indenture.

         Section 3.3. Execution, Authentication, Delivery and Dating.

         Securities shall be executed on behalf of the Company by its Chairman
of the Board, a Vice Chairman, its Chief Executive Officer, its President, its
Chief Financial Officer, its Treasurer, one of its Assistant Treasurers or any
Vice President. Coupons shall be executed on behalf of the Company by the
Treasurer or any Assistant Treasurer of the Company. The signature of any of
these officers on the Securities or any Coupons appertaining thereto may be
manual or facsimile.

         Securities and any Coupons appertaining thereto 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 and Coupons or did not hold such offices at the
date of original issuance of such Securities or Coupons.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Securities, together with any Coupons
appertaining thereto, executed by the Company, to the Trustee for
authentication and, provided that the Board Resolution and Officer's
Certificate or supplemental indenture or indentures with respect to such
Securities referred to in Section 3.1 and a Company Order for the
authentication and delivery of such Securities have been delivered to the
Trustee, the Trustee in accordance with the Company Order and subject to the
provisions hereof and of such Securities shall authenticate and deliver such
Securities. In authenticating such Securities, and accepting the additional
responsibilities under this Indenture in relation to such Securities and any
Coupons appertaining thereto, the Trustee shall be entitled to receive, and
(subject to Section 6.1) shall be fully protected in relying upon,

               (1) an Opinion of Counsel to the effect that:

                      (a) the form or forms and terms of such Securities and
               Coupons, if any, have been established in conformity with the
               provisions of this Indenture;

                      (b) all conditions precedent to the authentication and
               delivery of such Securities and Coupons, if any, appertaining
               thereto, have been complied with and that such Securities and
               Coupons, when completed by appropriate insertions, and executed
               by a duly authorized officer of the Company, delivered by a duly
               authorized officer of the Company to the Trustee for
               authentication pursuant to this Indenture, and authenticated and
               delivered by the Trustee and issued by the Company in the manner
               and subject to any conditions specified in such Opinion of
               Counsel, will constitute legally valid and binding obligations
               of the Company, enforceable against the Company in accordance
               with their terms, except as enforcement thereof may be subject
               to or limited by bankruptcy, insolvency, reorganization,
               moratorium, arrangement, fraudulent conveyance, fraudulent
               transfer or other similar laws relating to or affecting
               creditors' rights generally, and subject to general principles
               of equity (regardless of whether enforcement is sought in a
               proceeding in equity or at law) and will entitle the Holders
               thereof to the benefits of this Indenture; such Opinion of
               Counsel need express no opinion as to the availability of
               equitable remedies; and

                      (c) the execution, delivery and performance of such
               Securities and Coupons, if any, will not (assuming the Company's
               compliance with all applicable state securities or "Blue Sky"
               laws and except as would not result in a material adverse effect
               on the business affairs, financial condition, earnings or
               results of operations of the Company) result in any violation of
               any applicable law, statute, rule, regulation, judgment, order,
               writ or decree, known to such Counsel, of any federal or state
               government, government instrumentality or court having
               jurisdiction over the Company or any of its properties, assets
               or operations.

and, to the extent that this Indenture is required to be qualified under the
Trust Indenture Act in connection with the issuance of such Securities, to the
further effect that:

                      (d) this Indenture has been qualified under the Trust
               Indenture Act; and

               (2) an Officer's Certificate stating that all conditions
         precedent to the execution, authentication and delivery of such
         Securities and Coupons, if any, appertaining thereto, have been
         complied with and that, to the best knowledge of the Person executing
         such certificate, no event which is, or after notice or lapse of time
         would become, an Event of Default with respect to any of the
         Securities shall have occurred and be continuing.

         If all the Securities of any series are not to be issued at one time,
it shall not be necessary to deliver an Opinion of Counsel and an Officer's
Certificate at the time of issuance of each Security, but such opinion and
certificate, with appropriate modifications, shall be delivered at or before
the time of issuance of the first Security of such series. After any such first
delivery, any separate written request by an Authorized Officer of the Company
that the Trustee authenticate and deliver Securities of such series for
original issue will be deemed to be a certification by the Company that all
conditions precedent provided for in this Indenture relating to authentication
and delivery of such Securities continue to have been complied with.

         The Trustee shall not be required to authenticate or to cause an
Authenticating Agent to authenticate any Securities if the issue of such
Securities pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Securities and this Indenture or otherwise in a
manner which is not reasonably acceptable to the Trustee or if the Trustee,
being advised by counsel, determines that such action may not lawfully be
taken.

         Each Registered Security shall be dated the date of its
authentication. Each Bearer Security and any Bearer Security in global form
shall be dated as of the date specified in or pursuant to this Indenture.

         No Security or Coupon appertaining thereto 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 in Section 2.2 or 6.13 executed by or on behalf of the
Trustee or by the Authenticating Agent by the manual signature of one of its
Authorized Officers. Such certificate upon any Security shall be conclusive
evidence, and the only evidence, that such Security has been duly authenticated
and delivered hereunder. Except as permitted by Section 3.6 or 3.7, the Trustee
shall not authenticate and deliver any Bearer Security unless all Coupons
appertaining thereto then matured have been detached and cancelled.

         Section 3.4. Temporary Securities.

         Pending the preparation of definitive Securities, the Company may
execute and deliver to the Trustee and, upon Company Order, the Trustee shall
authenticate and deliver, in the manner provided in Section 3.3, temporary
Securities in lieu thereof which are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Securities in lieu of which they
are issued, in registered form or, if authorized in or pursuant to this
Indenture, in bearer form with one or more Coupons or without Coupons and with
such appropriate insertions, omissions, substitutions and other variations as
the officers of the Company executing such Securities may determine, as
conclusively evidenced by their execution of such Securities. Such temporary
Securities may be in global form.

         Except in the case of temporary Securities in global form, which shall
be exchanged in accordance with the provisions thereof, if temporary Securities
are issued, the Company shall cause definitive Securities to be prepared
without unreasonable delay. After the preparation of definitive Securities of
the same series and containing terms and provisions that are identical to those
of any temporary Securities, such temporary Securities shall be exchangeable
for such definitive Securities upon surrender of such temporary Securities at
an Office or Agency for such Securities, without charge to any Holder thereof.
Upon surrender for cancellation of any one or more temporary Securities
(accompanied by any unmatured Coupons appertaining thereto), the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of definitive Securities of authorized denominations of
the same series and containing identical terms and provisions; provided,
however, that no definitive Bearer Security, except as provided in or pursuant
to this Indenture, shall be delivered in exchange for a temporary Registered
Security; and provided further that a definitive Bearer Security shall be
delivered in exchange for a temporary Bearer Security only in compliance with
the conditions set forth in or pursuant to this Indenture. Unless otherwise
provided in or pursuant to this Indenture with respect to a temporary global
Security, 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 3.5. Registration, Transfer and Exchange.

         With respect to the Registered Securities of each series, if any, the
Company shall cause to be kept a register (each such register being herein
sometimes referred to as the "Security Register") at an Office or Agency for
such series in which, subject to such reasonable regulations as, it may
prescribe, the Company shall provide for the registration of the Registered
Securities of such series and of transfers of the Registered Securities of such
series. Such Office or Agency shall be the "Security Registrar" for that series
of Securities. Unless otherwise specified in or pursuant to this Indenture or
the Securities, the Trustee shall be the initial Security Registrar for each
series of Securities. The Company shall have the right to remove and replace
from time to time the Security Registrar for any series of Securities; provided
that no such removal or replacement shall be effective until a successor
Security Registrar with respect to such series of Securities shall have been
appointed by the Company and shall have accepted such appointment by the
Company. In the event that the Trustee shall not be or shall cease to be
Security Registrar with respect to a series of Securities, it shall have the
right to examine the Security Register for such series at all reasonable times.
There shall be only one Security Register for each series of Securities.

         Upon surrender for registration of transfer of any Registered Security
of any series at any Office or Agency for such series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Registered Securities of
the same series denominated as authorized in or pursuant to this Indenture, of
a like aggregate principal amount bearing a number not contemporaneously
outstanding and containing identical terms and provisions.

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

         If provided in or pursuant to this Indenture, with respect to
Securities of any series, at the option of the Holder, Bearer Securities of
such series may be exchanged for Registered Securities of such series
containing identical terms, denominated as authorized in or pursuant to this
Indenture and in the same aggregate principal amount, upon surrender of the
Bearer Securities to be exchanged at any Office or Agency for such series, with
all unmatured Coupons and all matured Coupons in default thereto appertaining.
If the Holder of a Bearer Security is unable to produce any such unmatured
Coupon or Coupons or matured Coupon or Coupons in default, such exchange may be
effected if the Bearer Securities are accompanied by payment in funds
acceptable to the Company and the Trustee in an amount equal to the face amount
of such missing Coupon or Coupons, or the surrender of such missing Coupon or
Coupons may be waived by the Company and the Trustee if there is furnished to
them such security or indemnity as they may require to save each of them and
any Paying Agent harmless. If thereafter the Holder of such Bearer Security
shall surrender to any Paying Agent any such missing Coupon in respect of which
such a payment shall have been made, such Holder shall be entitled to receive
the amount of such payment; provided, however, that, except as otherwise
provided in Section 10.2, interest represented by Coupons shall be payable only
upon presentation and surrender of those Coupons at an Office or Agency for
such series located outside the United States. Notwithstanding the foregoing,
in case a Bearer Security of any series is surrendered at any such Office or
Agency for such series in exchange for a Registered Security of such series and
like tenor after the close of business at such Office or Agency on (i) any
Regular Record Date and before the opening of business at such Office or Agency
on the next succeeding Interest Payment Date, or (ii) any Special Record Date
and before the opening of business at such Office or Agency on the related date
for payment of Defaulted Interest, such Bearer Security shall be surrendered
without the Coupon relating to such Interest Payment Date or proposed date of
payment, as the case may be (or, if such Coupon is so surrendered with such
Bearer Security, such Coupon shall be returned to the Person so surrendering
the Bearer Security), and interest or Defaulted Interest, as the case may be,
shall not be payable on such Interest Payment Date or proposed date for
payment, as the case may be, in respect of the Registered Security issued in
exchange for such Bearer Security, but shall be payable only to the Holder of
such Coupon when due in accordance with the provisions of this Indenture.

         If provided in or pursuant to this Indenture with respect to
Securities of any series, at the option of the Holder, Registered Securities of
such series may be exchanged for Bearer Securities upon such terms and
conditions as may be provided in or pursuant to this Indenture with respect to
such series.

         Whenever any Securities are surrendered for exchange as contemplated
by the immediately preceding two paragraphs, the Company shall execute, and the
Trustee shall authenticate and deliver, the Securities which the Holder making
the exchange is entitled to receive.

         Notwithstanding the foregoing, except as otherwise provided in or
pursuant to this Indenture, any Securities, or the Board Resolution or any
indenture supplemental hereto establishing such series of Securities, any
global Security shall be exchangeable for definitive Securities only if (i) the
Depository is at any time unwilling, unable or ineligible to continue as
depository and a successor depository is not appointed by the Company within 90
days of the date the Company is so informed in writing, (ii) the Company
executes and delivers to the Trustee a Company Order to the effect that such
global Security shall be so exchangeable, or (iii) an Event of Default has
occurred and is continuing with respect to the Securities. If the beneficial
owners of interests in a global Security are entitled to exchange such
interests for definitive Securities as the result of an event described in
clause (i), (ii) or (iii) of the preceding sentence, then without unnecessary
delay but in any event not later than the earliest date on which such interests
may be so exchanged, the Company shall deliver to the Trustee definitive
Securities in such form and denominations as are required by or pursuant to
this Indenture, and of the same series, containing identical terms and in
aggregate principal amount equal to the principal amount of such global
Security, executed by the Company. On or after the earliest date on which such
interests may be so exchanged, such global Security shall be surrendered from
time to time by the U.S. Depository or such other Depository as shall be
specified in the Company Order with respect thereto, and in accordance with
instructions given to the Trustee and the U.S. Depository or such other
Depository, as the case may be (which instructions shall be in writing but need
not be contained in or accompanied by an Officer's Certificate or be
accompanied by an Opinion of Counsel), as shall be specified in the Company
Order with respect thereto to the Trustee, as the Company's agent for such
purpose, to be exchanged, in whole or in part, for definitive Securities as
described above without charge. The Trustee shall authenticate and make
available for delivery, in exchange for each portion of such surrendered global
Security, a like aggregate principal amount of definitive Securities of the
same series of authorized denominations and of like tenor as the portion of
such global Security to be exchanged, which (unless such Securities are not
issuable both as Bearer Securities and as Registered Securities, in which case
the definitive Securities exchanged for the global Security shall be issuable
only in the form in which the Securities are issuable, as provided in or
pursuant to this Indenture) shall be in the form of Bearer Securities or
Registered Securities, or any combination thereof, as shall be specified by the
beneficial owner thereof, but subject to the satisfaction of any certification
or other requirements to the issuance of Bearer Securities; provided, however,
that no such exchanges may occur during a period beginning at the opening of
business 15 days before any selection of Securities of the same series to be
redeemed and ending on the relevant Redemption Date; and provided further that
(unless otherwise provided in or pursuant to this Indenture) no Bearer Security
delivered in exchange for a portion of a global Security shall be mailed or
otherwise delivered to any location in the United States. Promptly following
any such exchange in part, such global Security shall be returned by the
Trustee to such Depository or the U.S. Depository, as the case may be, or such
other Depository or U.S. Depository referred to above in accordance with the
instructions of the Company referred to above. If a Registered Security is
issued in exchange for any portion of a global Security after the close of
business at the Office or Agency for such Security where such exchange occurs
on or after (i) any Regular Record Date for such Security and before the
opening of business at such Office or Agency on the next succeeding Interest
Payment Date, or (ii) any Special Record Date for such Security and before the
opening of business at such Office or Agency on the related proposed date for
payment of interest or Defaulted Interest, as the case may be, interest shall
not be payable on such Interest Payment Date or proposed date for payment, as
the case may be, in respect of such Registered Security, but shall be payable
on such Interest Payment Date or proposed date for payment, as the case may be,
only to the Person to whom interest in respect of such portion of such global
Security shall be payable in accordance with the provisions of this Indenture.

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

         Every Registered Security presented or surrendered for registration of
transfer or for exchange or redemption shall (if so required by the Company or
the Security Registrar for such Security) be duly endorsed, or be accompanied
by a written instrument of transfer in form satisfactory to the Company and the
Security Registrar for such Security 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, or redemption of Securities, but the Company may require payment of a
sum sufficient to cover any tax or other governmental charge and any other
expenses (including fees and expenses of the Trustee) that may be imposed in
connection with any registration of transfer or exchange of Securities, other
than exchanges pursuant to Section 3.4, 9.5 or 11.7 not involving any transfer.

         Except as otherwise provided in or pursuant to this Indenture, the
Company shall not be required (i) to issue, register the transfer of or
exchange any Securities during a period beginning at the opening of business 15
days before the day of the selection for redemption of Securities of like tenor
and the same series under Section 11.3 and ending at the close of business on
the day of such selection, or (ii) to register the transfer of or exchange any
Registered Security so selected for redemption in whole or in part, except in
the case of any Security to be redeemed in part, the portion thereof not to be
redeemed, or (iii) to exchange any Bearer Security so selected for redemption
except, to the extent provided with respect to such Bearer Security, that, such
Bearer Security may be exchanged for a Registered Security of like tenor and
the same series, provided that such Registered Security shall be immediately
surrendered for redemption with written instruction for payment consistent with
the provisions of this Indenture or (iv) to issue, register the transfer of or
exchange any Security which, in accordance with its terms, has been surrendered
for repayment at the option of the Holder, except the portion, if any, of such
Security not to be so repaid.

         The Trustee shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer imposed under this
Indenture or under applicable law with respect to any transfer of any interest
in any Security other than to require delivery of such certificates and other
documentation or evidence as are expressly required by, and to do so only if
and when expressly required by the terms of, this Indenture.

         Section 3.6. Mutilated, Destroyed, Lost and Stolen Securities.

         If any mutilated Security or a Security with a mutilated Coupon
appertaining to it is surrendered to the Trustee, subject to the provisions of
this Section 3.6, the Company shall execute and the Trustee shall authenticate
and deliver in exchange therefor a new Security of the same series containing
identical terms and of like principal amount and bearing a number not
contemporaneously outstanding, with Coupons appertaining thereto corresponding
to the Coupons, if any, appertaining to the surrendered Security.

         If there be delivered to the Company and to the Trustee (i) evidence
to their satisfaction of the destruction, loss or theft of any Security or
Coupon and (ii) such security or indemnity as may be required by them to save
each of them and any agent of either of them harmless, then, in the absence of
notice to the Company or the Trustee that such Security or Coupon has been
acquired by a protected purchaser, the Company shall execute and, upon the
Company's request the Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Security or in
exchange for the Security to which a destroyed, lost or stolen Coupon
appertains with all appurtenant Coupons not destroyed, lost or stolen, a new
Security of the same series containing identical terms and of like principal
amount and bearing a number not contemporaneously outstanding, with Coupons
appertaining thereto corresponding to the Coupons, if any, appertaining to such
destroyed, lost or stolen Security or to the Security to which such destroyed,
lost or stolen Coupon appertains.

         Notwithstanding the foregoing provisions of this Section 3.6, in case
any mutilated, destroyed, lost or stolen Security or Coupon has become or is
about to become due and payable, the Company in its discretion may, instead of
issuing a new Security, pay such Security or Coupon; provided, however, that
payment of principal of, any premium or interest on or any Additional Amounts
with respect to any Bearer Securities shall, except as otherwise provided in
Section 10.2, be payable only at an Office or Agency for such Securities
located outside the United States and, unless otherwise provided in or pursuant
to this Indenture, any interest on Bearer Securities and any Additional Amounts
with respect to such interest shall be payable only upon presentation and
surrender of the Coupons appertaining thereto.

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

         Every new Security, with any Coupons appertaining thereto issued
pursuant to this Section 3.6 in lieu of any destroyed, lost or stolen Security,
or in exchange for a Security to which a destroyed, lost or stolen Coupon
appertains shall constitute a separate obligation of the Company, whether or
not the destroyed, lost or stolen Security and Coupons appertaining thereto or
the destroyed, lost or stolen Coupon shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities of such series and any
Coupons, if any, duly issued hereunder.

         The provisions of this Section 3.6, as amended or supplemented
pursuant to this Indenture with respect to particular Securities or generally,
shall be exclusive and shall preclude (to the extent lawful) all other rights
and remedies with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or Coupons.

         Section 3.7. Payment of Interest and Certain Additional Amounts;
                      Rights to Interest and Certain Additional Amounts
                      Preserved.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, and are punctually paid or duly provided for, on any
Interest Payment Date shall be paid to the Person in whose name such Security
(or one or more Predecessor Securities) is registered as of the close of
business on the Regular Record Date for such interest.

         Unless otherwise provided in or pursuant to this Indenture, any
interest on and any Additional Amounts with respect to any Registered Security
which shall be payable, but shall not be punctually paid or duly provided for,
on any Interest Payment Date for such Registered Security (herein called
"Defaulted Interest") shall forthwith cease to be payable to the Holder thereof
on the relevant Regular Record Date by virtue of having been such Holder; and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in clause (1) or (2) below:

               (1) The Company may elect to make payment of any Defaulted
         Interest to the Person in whose name such Registered Security (or a
         Predecessor Security thereof) shall be registered at the close of
         business on a Special Record Date for the payment of such Defaulted
         Interest, which shall be fixed by the Company in the following manner.
         The Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on such Registered Security,
         the Special Record Date therefor 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 on or prior to the date
         of the proposed payment, such money when so deposited to be held in
         trust for the benefit of the Person entitled to such Defaulted
         Interest as in this clause provided. The Special Record Date for the
         payment of such Defaulted Interest 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 notification to the Trustee of the
         proposed payment. The Trustee shall, in the name and at the expense of
         the Company, cause notice of the proposed payment of such Defaulted
         Interest and the Special Record Date therefor to be mailed,
         first-class postage prepaid, to the Holder of such Registered Security
         (or a Predecessor Security thereof) at his address as it appears in
         the Security Register not less than 10 days prior to such Special
         Record Date. The Trustee may, if so directed by the Company, in the
         name and at the expense of the Company cause a similar notice to be
         published at least once in an Authorized Newspaper of general
         circulation in the Borough of Manhattan, The City of New York, but
         such publication shall not be a condition precedent to the
         establishment of such Special Record Date. Notice of the proposed
         payment of such Defaulted Interest and the Special Record Date
         therefor having been mailed as aforesaid, such Defaulted Interest
         shall be paid to the Person in whose name such Registered Security (or
         a Predecessor Security thereof) shall be registered at the close of
         business on such Special Record Date and shall no longer be payable
         pursuant to the following clause (2).

               (2) The Company may make payment of any Defaulted Interest in
         any other lawful manner not inconsistent with the requirements of any
         securities exchange on which such Security 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 payment shall be deemed practicable by the
         Trustee.

         Unless otherwise provided in or pursuant to this Indenture or the
Securities of any particular series pursuant to the provisions of this
Indenture, at the option of the Company, interest on Registered Securities that
bear interest may be paid by mailing a check to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
transfer to an account maintained by the payee with a bank located in the
United States.

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

         In the case of any Registered Security of any series that is
convertible into shares of Common Stock or exchangeable for other securities,
which Registered Security is converted or exchanged after any Regular Record
Date and on or prior to the next succeeding Interest Payment Date (other than
any Registered Security with respect to which the Stated Maturity is prior to
such Interest Payment Date), interest with respect to which the Stated Maturity
is on such Interest Payment Date shall be payable on such Interest Payment Date
notwithstanding such conversion or exchange, and such interest (whether or not
punctually paid or duly provided for) shall be paid to the Person in whose name
that Registered Security (or one or more predecessor Registered Securities) is
registered at the close of business on such Regular Record Date. Except as
otherwise expressly provided in the immediately preceding sentence, in the case
of any Registered Security which is converted or exchanged, interest with
respect to which the Stated Maturity is after the date of conversion or
exchange of such Registered Security shall not be payable.

         Section 3.8. Persons Deemed Owners.

         Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Registered Security is registered in
the Security Register as the owner of such Registered Security for the purpose
of receiving payment of principal of, any premium and (subject to Sections 3.5
and 3.7) interest on and any Additional Amounts with respect to such Registered
Security and for all other purposes whatsoever, whether or not any payment with
respect to such Registered Security shall be overdue, and none of the Company,
the Trustee or any agent of the Company or the Trustee shall be affected by
notice to the contrary.

         The Company, the Trustee and any agent of the Company or the Trustee
may treat the bearer of any Bearer Security or the bearer of any Coupon as the
absolute owner of such Security or Coupon for the purpose of receiving payment
thereof or on account thereof and for all other purposes whatsoever, whether or
not any payment with respect to such Security or Coupon shall be overdue, and
none of the Company, the Trustee or any agent of the Company or the Trustee
shall be affected by notice to the contrary.

         No Holder of any beneficial interest in any global Security held on
its behalf by a Depository shall have any rights under this Indenture with
respect to such global Security, and such Depository may be treated by the
Company, the Trustee, and any agent of the Company or the Trustee as the owner
of such global Security for all purposes whatsoever. None of the Company, the
Trustee, any Paying Agent or the Security Registrar will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests of a global Security
or for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

         Section 3.9. Cancellation.

         All Securities and Coupons surrendered for payment, redemption,
registration of transfer, exchange or conversion shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee, and any such
Securities and Coupons, as well as Securities and Coupons surrendered directly
to the Trustee for any such purpose, shall be cancelled promptly by the
Trustee. 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 all Securities so
delivered shall be cancelled promptly by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as
provided in this Section, except as expressly permitted by or pursuant to this
Indenture. All cancelled Securities and Coupons held by the Trustee shall be
disposed of by the Trustee in accordance with its then practices, unless by a
Company Order the Company directs their return to it.

         Section 3.10. Computation of Interest.

         Except as otherwise provided in or pursuant to this Indenture, any
Security, or the Board Resolution or any indenture supplemental hereto
establishing such series of Securities, interest on the Securities shall be
computed on the basis of a 360-day year of twelve 30-day months.

         Section 3.11. CUSIP Numbers.

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

                                   ARTICLE 4

                    SATISFACTION AND DISCHARGE OF INDENTURE

         Section 4.1. Satisfaction and Discharge.

         Upon the direction of the Company by a Company Order, this Indenture
shall cease to be of further effect with respect to any series of Securities
specified in such Company Order and any Coupons appertaining thereto, and the
Trustee, on receipt of a Company Order, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture as to such series, when

               (1) either

                      (a) all Securities of such series theretofore
               authenticated and delivered and all Coupons appertaining thereto
               (other than (i) Coupons appertaining to Bearer Securities of
               such series surrendered in exchange for Registered Securities of
               such series and maturing after such exchange whose surrender is
               not required or has been waived as provided in Section 3.5, (ii)
               Securities and Coupons of such series which have been destroyed,
               lost or stolen and which have been replaced or paid as provided
               in Section 3.6, (iii) Coupons appertaining to Securities of such
               series called for redemption and maturing after the relevant
               Redemption Date whose surrender has been waived as provided in
               Section 11.7, and (iv) Securities and Coupons of such series for
               whose payment money has theretofore been deposited in trust or
               segregated and held in trust by the Company and thereafter
               repaid to the Company or discharged from such trust, as provided
               in Section 10.3) have been delivered to the Trustee for
               cancellation; or

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

                            (i) have become due and payable, or

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

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

               and the Company, in the case of (i), (ii) or (iii) above, has
               deposited or caused to be deposited with the Trustee as trust
               funds in trust for such purpose, money in the Currency in which
               such Securities are payable in an amount sufficient to pay and
               discharge the entire indebtedness on such Securities and any
               Coupons appertaining thereto not theretofore delivered to the
               Trustee for cancellation, including the principal of, any
               premium and interest on, and any Additional Amounts with respect
               to such Securities and any Coupons appertaining thereto, to the
               date of such deposit (in the case of Securities which have
               become due and payable) or the Maturity thereof or the date of
               redemption, as the case may be;

               (2) the Company has paid or caused to be paid all other sums
         payable hereunder by the Company with respect to the Outstanding
         Securities of such series and any Coupons appertaining thereto; and

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

         In the event there are Securities of two or more series hereunder, the
Trustee shall be required to execute an instrument acknowledging satisfaction
and discharge of this Indenture only if requested to do so with respect to
Securities of such series as to which it is Trustee and if the other conditions
thereto are met.

         Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Securities, the obligations of the Company to the
Trustee under Section 6.7 and, if money shall have been deposited with the
Trustee pursuant to subclause (b) of clause (1) of this Section, the
obligations of the Company and the Trustee with respect to the Securities of
such series under Sections 3.5, 3.6, 4.3, 10.2 and 10.3, with respect to the
payment of Additional Amounts, if any, with respect to such Securities as
contemplated by Section 10.4 (but only to the extent that the Additional
Amounts payable with respect to such Securities exceed the amount deposited in
respect of such Additional Amounts pursuant to Section 4.1(1)(b)), and with
respect to any rights to convert or exchange such Securities into Common Stock
or other securities shall survive.

         Section 4.2. Defeasance and Covenant Defeasance.

               (1) Unless pursuant to Section 3.1, either or both of (i)
         defeasance of the Securities of or within a series under clause (2) of
         this Section 4.2 shall not be applicable with respect to the
         Securities of such series or (ii) covenant defeasance of the
         Securities of or within a series under clause (3) of this Section 4.2
         shall not be applicable with respect to the Securities of such series,
         then such provisions, together with the other provisions of this
         Section 4.2 (with such modifications thereto as may be specified
         pursuant to Section 3.1 with respect to any Securities), shall be
         applicable to such Securities and any Coupons appertaining thereto,
         and the Company may at its option by Board Resolution, at any time,
         with respect to such Securities and any Coupons appertaining thereto,
         elect to have Section 4.2(2) or Section 4.2(3) be applied to such
         Outstanding Securities and any Coupons appertaining thereto upon
         compliance with the conditions set forth below in this Section 4.2.

               (2) Upon the Company's exercise of the above option applicable
         to this Section 4.2(2) with respect to any Securities of or within a
         series, the Company shall be deemed to have been discharged from its
         obligations with respect to such Outstanding Securities and any
         Coupons appertaining thereto on the date the conditions set forth in
         clause (4) of this Section 4.2 are satisfied (hereinafter,
         "defeasance"). For this purpose, such defeasance means that the
         Company shall be deemed to have paid and discharged the entire
         indebtedness represented by such Outstanding Securities and any
         Coupons appertaining thereto, which shall thereafter be deemed to be
         "Outstanding" only for the purposes of clause (4) of this Section 4.2
         and the other Sections of this Indenture referred to in clauses (i)
         and (ii) below, and to have satisfied all of its other obligations
         under such Securities and any Coupons appertaining thereto and this
         Indenture insofar as such Securities and any Coupons appertaining
         thereto are concerned (and the Trustee, at the expense of the Company,
         shall execute proper instruments acknowledging the same), except for
         the following which shall survive until otherwise terminated or
         discharged hereunder: (i) the rights of Holders of such Outstanding
         Securities and any Coupons appertaining thereto to receive, solely
         from the trust fund described in clause (4) of this Section 4.2 and as
         more fully set forth in such clause, payments in respect of the
         principal of (and premium, if any) and interest, if any, on, and
         Additional Amounts, if any, with respect to, such Securities and any
         Coupons appertaining thereto when such payments are due, and any
         rights of such Holder to convert such Securities into Common Stock or
         exchange such Securities for other securities, (ii) the obligations of
         the Company and the Trustee with respect to such Securities under
         Sections 3.5, 3.6, 10.2 and 10.3 and with respect to the payment of
         Additional Amounts, if any, on such Securities as contemplated by
         Section 10.4 (but only to the extent that the Additional Amounts
         payable with respect to such Securities exceed the amount deposited in
         respect of such Additional Amounts pursuant to Section 4.2(4)(a)
         below), and with respect to any rights to convert such Securities into
         Common Stock or exchange such Securities for other securities, (iii)
         the rights, powers, trusts, duties and immunities of the Trustee
         hereunder and (iv) this Section 4.2. The Company may exercise its
         option under this Section 4.2(2) notwithstanding the prior exercise of
         its option under clause (3) of this Section 4.2 with respect to such
         Securities and any Coupons appertaining thereto.

               (3) Upon the Company's exercise of the option to have this
         Section 4.2(3) apply with respect to any Securities of or within a
         series, the Company shall be released from its obligations, to the
         extent specified pursuant to Section 3.1(19), under any covenant
         applicable to such Securities, with respect to such Outstanding
         Securities and any Coupons appertaining thereto on and after the date
         the conditions set forth in clause (4) of this Section 4.2 are
         satisfied (hereinafter, "covenant defeasance"), and such Securities
         and any Coupons appertaining thereto shall thereafter be deemed to be
         not "Outstanding" for the purposes of any direction, waiver, consent
         or declaration or Act of Holders (and the consequences of any thereof)
         in connection with any such covenant, but shall continue to be deemed
         "Outstanding" for all other purposes hereunder. For this purpose, such
         covenant defeasance means that, with respect to such Outstanding
         Securities and any Coupons appertaining thereto, the Company may omit
         to comply with, and shall have no liability in respect of, any term,
         condition or limitation set forth in any such Section or such other
         covenant, whether directly or indirectly, by reason of any reference
         elsewhere herein to any such Section or such other covenant or by
         reason of reference in any such Section or such other covenant to any
         other provision herein or in any other document and such omission to
         comply shall not constitute a default or an Event of Default under
         Section 5.1(4) or 5.1(8) or otherwise, as the case may be, but, except
         as specified above, the remainder of this Indenture and such
         Securities and Coupons appertaining thereto shall be unaffected
         thereby.

               (4) The following shall be the conditions to application of
         clause (2) or (3) of this Section 4.2 to any Outstanding Securities of
         or within a series and any Coupons appertaining thereto:

                      (a) The Company shall irrevocably have deposited or
               caused to be deposited with the Trustee (or another trustee
               satisfying the requirements of Section 6.8 who shall agree to
               comply with the provisions of this Section 4.2 applicable to it)
               as trust funds in trust for the purpose of making the following
               payments, specifically pledged as security for, and dedicated
               solely to, the benefit of the Holders of such Securities and any
               Coupons appertaining thereto, (1) an amount in Dollars in which
               such Securities and any Coupons appertaining thereto are then
               specified as payable at Stated Maturity, (2) Government
               Obligations or (3) a combination thereof, applicable to such
               Securities and Coupons appertaining thereto (determined on the
               basis of the Currency in which such Securities and Coupons
               appertaining thereto are then specified as payable at Stated
               Maturity) which through the scheduled payment of principal and
               interest in respect thereof in accordance with their terms will
               provide money in an amount, not later than one day before the
               due date of any payment of principal of (and premium, if any)
               and interest, if any, on such Securities and any Coupons
               appertaining thereto, sufficient, without consideration of any
               reinvestment of such principal and interest, in the opinion of a
               nationally recognized firm of independent public accountants
               expressed in a written certification thereof delivered to the
               Trustee, to pay and discharge, and which shall be applied by the
               Trustee (or other qualifying trustee) to pay and discharge the
               principal of (and premium, if any) and interest, if any, on such
               Outstanding Securities and any Coupons appertaining thereto at
               the Stated Maturity of such principal or installment of
               principal or premium or interest.

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

                      (c) No Event of Default or event which with notice or
               lapse of time or both would become an Event of Default with
               respect to such Securities and any Coupons appertaining thereto
               shall have occurred and be continuing on the date of such
               deposit and, with respect to defeasance only, at any time during
               the period ending on the 123rd day after the date of such
               deposit (it being understood that this condition shall not be
               deemed satisfied until the expiration of such period).

                      (d) In the case of an election under clause (2) of this
               Section 4.2, the Company shall have delivered to the Trustee an
               Opinion of Counsel stating that (i) the Company has received
               from the Internal Revenue Service a letter ruling, or there has
               been published by the Internal Revenue Service a revenue ruling,
               or (ii) since the date of execution of this Indenture, there has
               been a change in the applicable Federal income tax law, in
               either case to the effect that, and based thereon such opinion
               shall confirm that, the Holders of such Outstanding Securities
               and any Coupons appertaining thereto will not recognize income,
               gain or loss for Federal income tax purposes as a result of such
               defeasance and will be subject to Federal income tax on the same
               amounts, in the same manner and at the same times as would have
               been the case if such defeasance had not occurred.

                      (e) In the case of an election under clause (3) of this
               Section 4.2, the Company shall have delivered to the Trustee an
               Opinion of Counsel to the effect that the Holders of such
               Outstanding Securities and any Coupons appertaining thereto will
               not recognize income, gain or loss for Federal income tax
               purposes as a result of such covenant defeasance and will be
               subject to Federal income tax on the same amounts, in the same
               manner and at the same times as would have been the case if such
               covenant defeasance had not occurred.

                      (f) The Company shall have delivered to the Trustee an
               Opinion of Counsel to the effect that, after the 123rd day after
               the date of deposit, all money and Government Obligations (or
               other property as may be provided pursuant to Section 3.1)
               (including the proceeds thereof) deposited or caused to be
               deposited with the Trustee (or other qualifying trustee)
               pursuant to this Section 4.2(4) to be held in trust will not be
               subject to any case or proceeding (whether voluntary or
               involuntary) in respect of the Company under any Federal or
               State bankruptcy, insolvency, reorganization or other similar
               law, or any decree or order for relief in respect of the Company
               issued in connection therewith.

                      (g) The Company shall have delivered to the Trustee an
               Officer's Certificate and an Opinion of Counsel, each stating
               that all conditions precedent to the defeasance or covenant
               defeasance under clause (2) or (3) of this Section 4.2 (as the
               case may be) have been complied with.

                      (h) Notwithstanding any other provisions of this Section
               4.2(4), such defeasance or covenant defeasance shall be effected
               in compliance with any additional or substitute terms,
               conditions or limitations which may be imposed on the Company in
               connection therewith pursuant to Section 3.1.

         The Company shall pay and indemnify the Trustee (or other qualifying
trustee, collectively for purposes of Section 4.3, the "Trustee") against any
tax, fee or other charge, imposed on or assessed against the Government
Obligations deposited pursuant to this Section 4.2 or the principal or interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of such Outstanding Securities and any
Coupons appertaining thereto.

         Anything in this Section 4.2 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or Government Obligations (or other property and any proceeds
therefrom) held by it as provided in clause (4) of this Section 4.2 which, in
the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof which would then be required to be deposited to
effect a defeasance or covenant defeasance, as applicable, in accordance with
this Section 4.2.

         Section 4.3. Application of Trust Money.

         Subject to the provisions of the last paragraph of Section 10.3, all
money and Government Obligations (or other property as may be provided pursuant
to Section 3.1) (including the proceeds thereof) deposited with the Trustee
pursuant to Section 4.1 or 4.2 in respect of any Outstanding Securities of any
series and any Coupons appertaining thereto shall be held in trust and applied
by the Trustee, in accordance with the provisions of such Securities and any
Coupons appertaining thereto and this Indenture, to the payment, either
directly or through any Paying Agent (including the Company acting as its own
Paying Agent) as the Trustee may determine, to the Holders of such Securities
and any Coupons appertaining thereto of all sums due and to become due thereon
in respect of principal (and premium, if any) and interest and Additional
Amounts, if any; but such money and Government Obligations need not be
segregated from other funds except to the extent required by law.

                                   ARTICLE 5

                                    REMEDIES

         Section 5.1. Events of Default.

         "Event of Default", wherever used herein with respect to Securities of
any series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body), unless such event is specifically deleted or modified in or
pursuant to the supplemental indenture or Board Resolution and set forth in an
Officer's Certificate establishing the terms of such series pursuant to this
Indenture:

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

               (2) default in the payment of the principal of or any premium,
         if any, on any Security of such series, or any Additional Amounts
         payable with respect thereto, when such principal or premium becomes
         or such Additional Amounts become due and payable at their Maturity;
         or

               (3) [Intentionally Omitted]

               (4) default in the performance, or breach, of any covenant or
         warranty of the Company in this Indenture, the Securities, or in the
         Board Resolution or any supplemental indenture hereto establishing
         such series of Securities (other than a covenant or warranty a default
         in the performance or the breach of which is elsewhere in this Section
         specifically dealt with or which has been expressly included in this
         Indenture solely for the benefit of a series of Securities other than
         such series), and continuance of such default or breach for a period
         of 90 days after there has been given, by registered or certified
         mail, to the Company by the Trustee or to the Company and the Trustee
         by the Holders of at least 25% in principal amount of the Outstanding
         Securities of such series, a written notice specifying such default or
         breach and requiring it to be remedied and stating that such notice is
         a "Notice of Default" hereunder; or

               (5) if any event of default as defined in any mortgage,
         indenture or instrument under which there may be issued, or by which
         there may be secured or evidenced, any indebtedness for money borrowed
         of the Company, whether such indebtedness now exists or shall
         hereafter be created, shall happen and shall result in such
         indebtedness in principal amount in excess of $10,000,000 becoming or
         being declared due and payable prior to the date on which it would
         otherwise become due and payable, and such acceleration shall not be
         rescinded or annulled or otherwise cured within a period of 10 days
         after there shall have 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 such series, a written notice specifying such event of
         default and requiring the Company to cause such acceleration to be
         rescinded or annulled or to cause such indebtedness to be discharged
         and stating that such notice is a "Notice of Default" hereunder; or

               (6) the Company shall fail within 60 days to pay, bond or
         otherwise discharge any uninsured judgment or court order for the
         payment of money in excess of $25,000,000, which is not stayed on
         appeal or is not otherwise being appropriately contested in good
         faith; or

               (7) the entry by a court having competent jurisdiction of:

                      (a) a decree or order for relief in respect of the
               Company in an involuntary proceeding under any applicable
               bankruptcy, insolvency, reorganization or other similar law and
               such decree or order shall remain unstayed and in effect for a
               period of 60 consecutive days; or

                      (b) a decree or order adjudging the Company to be
               insolvent, or approving a petition seeking reorganization,
               arrangement, adjustment or composition of the Company and such
               decree or order shall remain unstayed and in effect for a period
               of 60 consecutive days; or

                      (c) a final and non-appealable order appointing a
               custodian, receiver, liquidator, assignee, trustee or other
               similar official of the Company or of any substantial part of
               the property of the Company, or ordering the winding up or
               liquidation of the affairs of the Company; or

               (8) the commencement by the Company of a voluntary proceeding
         under any applicable bankruptcy, insolvency, reorganization or other
         similar law or of a voluntary proceeding seeking to be adjudicated
         insolvent or the consent by the Company to the entry of a decree or
         order for relief in an involuntary proceeding under any applicable
         bankruptcy, insolvency, reorganization or other similar law or to the
         commencement of any insolvency proceedings against it, or the filing
         by the Company of a petition or answer or consent seeking
         reorganization, arrangement, adjustment or composition of the Company
         or relief under any applicable law, or the consent by the Company to
         the filing of such petition or to the appointment of or taking
         possession by a custodian, receiver, liquidator, assignee, trustee or
         similar official of the Company or any substantial part of the
         property of the Company or the making by the Company of an assignment
         for the benefit of creditors, or the taking of corporate action by the
         Company in furtherance of any such action; or

               (9) any other Event of Default provided in or pursuant to this
         Indenture or established in or pursuant to a Board Resolution and set
         forth in an Officer's Certificate, or established in one or more
         indentures supplemental hereto establishing any series of Securities
         with respect to Securities of such series.

         Section 5.2. Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default with respect to Securities of any series at the
time Outstanding (other than an Event of Default specified in clause (7) or (8)
of Section 5.1) occurs and is continuing, then the Trustee or the Holders of
not less than 25% in principal amount of the Outstanding Securities of such
series or set forth in the Board Resolution or any indenture supplemental
hereto establishing any series of Securities may declare the principal of all
the Securities of such series, or such lesser amount as may be provided for in
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 the Holders), and
upon any such declaration such principal or such lesser amount shall become
immediately due and payable.

         If an Event of Default specified in clause (7) or (8) of Section 5.1
occurs, all unpaid principal of and accrued interest on the Outstanding
Securities of that series shall ipso facto become and be immediately due and
payable without any declaration or other act on the part of the Trustee or any
Holder of any Security of that series.

         At any time after a declaration of acceleration with respect to the
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 not less than a majority in principal
amount of the Outstanding Securities of such series, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if

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

                      (a) all overdue installments of any interest on and
               Additional Amounts with respect to all Securities of such series
               and any Coupon appertaining thereto,

                      (b) the principal of and any premium on any Securities of
               such series which have become due otherwise than by such
               declaration of acceleration and interest thereon and any
               Additional Amounts with respect thereto at the rate or rates
               borne by or provided for in such Securities,

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

                      (d) all sums paid or advanced by the Trustee hereunder
               and the reasonable compensation, expenses, disbursements and
               advances of the Trustee, its agents and counsel and all other
               amounts due the Trustee under Section 6.7; and

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

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

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

         The Company covenants that if

               (1) default is made in the payment of any installment of
         interest on or any Additional Amounts with respect to any Security or
         any Coupon appertaining thereto when such interest or Additional
         Amounts shall have become due and payable and such default continues
         for a period of 30 days, or

               (2) default is made in the payment of the principal of or any
         premium on any Security or any Additional Amounts with respect thereto
         at their Maturity,

the Company shall, upon demand of the Trustee, pay to the Trustee, for the
benefit of the Holders of such Securities and any Coupons appertaining thereto,
the whole amount of money then due and payable with respect to such Securities
and any Coupons appertaining thereto, with interest upon the overdue principal,
any premium and, to the extent that payment of such interest shall be legally
enforceable, upon any overdue installments of interest and Additional Amounts
at the rate or rates borne by or provided for in such Securities, and, in
addition thereto, such further amount of money 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 and
all other amounts due to the Trustee under Section 6.7.

         If the Company fails to pay the money it is required to pay the
Trustee pursuant to the preceding paragraph forthwith upon the demand of the
Trustee, the Trustee, in its own name and as trustee of an express trust, may
institute a judicial proceeding for the collection of the money so due and
unpaid, and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Company or any other obligor upon such Securities
and any Coupons appertaining thereto and collect the monies 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 and any Coupons appertaining thereto,
wherever situated.

         If an Event of Default with respect to Securities of any series occurs
and is continuing, the Trustee may in its discretion proceed to protect and
enforce its rights and the rights of the Holders of Securities of such series
and any Coupons appertaining thereto 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 such Securities or in aid of the exercise of any power
granted herein or therein, or to enforce any other proper remedy.

         Section 5.4. Trustee May File Proofs of Claim.

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company or any other obligor upon the
Securities of any series or the property of the Company or 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 any overdue principal, premium, interest or
Additional Amounts) shall be entitled and empowered, by intervention in such
proceeding or otherwise,

               (1) to file and prove a claim for the whole amount, or such
         lesser amount as may be provided for in the Securities of any
         applicable series, of the principal and any premium, interest and
         Additional Amounts owing and unpaid in respect of the Securities and
         any Coupons appertaining thereto and to file such other papers or
         documents as may be necessary or advisable in order to have the claims
         of the Trustee (including any claim for the reasonable compensation,
         expenses, disbursements and advances of the Trustee, its agents or
         counsel and any other amounts due the Trustee under Section 6.7) and
         of the Holders of Securities or any Coupons appertaining thereto
         allowed in such judicial proceeding, and

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder of Securities or any Coupons to make such payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders of Securities or any Coupons, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel and any other amounts due the
Trustee under Section 6.7.

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

         Section 5.5. Trustee May Enforce Claims Without Possession of
                      Securities or Coupons.

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

         Section 5.6. Application of Money Collected.

         Any money collected by the Trustee pursuant to this Article or any
money or other property otherwise distributable in respect of the Company's
obligations under this Indenture shall be applied in the following order, at
the date or dates fixed by the Trustee and, in case of the distribution of such
money on account of principal, or any premium, interest or Additional Amounts,
upon presentation of the Securities or Coupons, or both, as the case may be,
and the notation thereon of the payment if only partially paid and upon
surrender thereof if fully paid:

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

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

               THIRD: The balance, if any, to the Person or Persons entitled
         thereto.

         Section 5.7. Limitations on Suits.

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

               (1) an Event of Default shall have occurred and be continuing
         and such Holder has previously given written notice to the Trustee of
         a continuing Event of Default with respect to the Securities of such
         series;

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

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

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

               (5) no direction inconsistent with such written request has been
         given to the Trustee during such 60-day period by the Holders of a
         majority in principal amount of the Outstanding Securities of such
         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 or any Security to affect, disturb or prejudice the rights of
any other such Holders or Holders of Securities of any other series, or to
obtain or to seek to obtain priority or preference over any other Holders or to
enforce any right under this Indenture, except in the manner herein provided
and for the equal and ratable benefit of all such Holders.

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

         Notwithstanding any other provision in this Indenture, the Holder of
any Security or Coupon shall have the right, which is absolute and
unconditional, to receive payment of the principal of, any premium and (subject
to Sections 3.5 and 3.7) interest on, and any Additional Amounts with respect
to such Security or payment of such Coupon, as the case may be, on the
respective Stated Maturity or Maturities therefor specified in such Security or
Coupon (or, in the case of redemption, on the Redemption Date or, in the case
of repayment at the option of such Holder if provided in or pursuant to this
Indenture, on the date such repayment is due) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.

         Section 5.9. Restoration of Rights and Remedies.

         If the Trustee or any Holder of a Security or a Coupon has instituted
any proceeding to enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or has been
determined adversely to the Trustee or to such Holder, then and in every such
case the Company, the Trustee and each such Holder shall, subject to any
determination in such proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Trustee and each such Holder 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 or Coupons in the
last paragraph of Section 3.6, no right or remedy herein conferred upon or
reserved to the Trustee or to each and every Holder of a Security or a Coupon
is intended to be exclusive of any other right or remedy, and every right and
remedy, to the extent permitted by law, shall 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, to the extent permitted by law,
prevent the concurrent assertion or employment of any other appropriate right
or remedy.

         Section 5.11. Delay or Omission Not Waiver.

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

         Section 5.12. Control by Holders of Securities.

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

               (1) such direction shall not be in conflict with any rule of law
         or with this Indenture or with the Securities of such series or
         involve the Trustee in any personal liability or expense,

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

               (3) such direction is not unduly prejudicial to the rights of
         the other Holders of Securities of such series not joining in such
         action.

         Section 5.13. Waiver of Past Defaults.

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

               (1) in the payment of the principal of, any premium or interest
         on, or any Additional Amounts with respect to, any Security of such
         series or any Coupons appertaining thereto, or

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

         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. Waiver of Usury, Stay or Extension Laws.

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

         Section 5.15. 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
or omitted by it as Trustee, the filing by any party litigant in such suit of
any 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 5.15 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than 10% in principal amount of 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, if any, on or
Additional Amounts, if any, with respect to any Security on or after the
respective Stated Maturities expressed in such Security (or, in the case of
redemption, on or after the Redemption Date, and, in the case of repayment, on
or after the date for repayment) or for the enforcement of the right, if any,
to convert or exchange any Security into Common Stock or other securities in
accordance with its terms.

                                   ARTICLE 6

                                  THE TRUSTEE

         Section 6.1. Certain Duties and Responsibilities of the Trustee

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

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

                      (b) 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 (but need not confirm or investigate the accuracy of
               mathematical calculations or other facts stated therein).

               (2) 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 person would exercise or use under the
         circumstances in the conduct of his or her own affairs.

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

                      (a) this Subsection shall not be construed to limit the
               effect of Subsection (1) of this Section;

                      (b) 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; and

                      (c) the Trustee shall not be liable with respect to any
               action taken or omitted to be taken by it in good faith in
               accordance with the direction of the Holders of a majority in
               principal amount of the Outstanding Securities of any series,
               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.

               (4) 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.

               (5) No provision of this Indenture shall be deemed to impose any
         duty or obligation on the Trustee to perform any act or acts, receive
         or obtain any interest in property or exercise any interest in
         property, or exercise any right, power, duty or obligation conferred
         or imposed on it in any jurisdiction in which it shall be illegal, or
         in which the Trustee shall be unqualified or incompetent in accordance
         with applicable law, to perform any such act or acts, to receive or
         obtain any such interest in property or to exercise any such right,
         power, duty or obligation.

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

         Section 6.2. Certain Rights of Trustee.

         Subject to Section 6.1:

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

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

               (3) 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 shall be herein specifically prescribed) may,
         in the absence of bad faith on its part, conclusively rely upon an
         Officer's Certificate;

               (4) the Trustee may consult with counsel and the 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;

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

               (6) the Trustee shall not be bound to make any investigation
         into the facts or matters stated in any resolution, certificate,
         statement, instrument, opinion, report, notice, request, direction,
         consent, order, bond, debenture, coupon or other paper or document,
         but the Trustee, in its discretion, may but shall not be obligated to
         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,
         during business hours and upon reasonable notice, the books, records
         and premises of the Company, personally or by agent or attorney;

               (7) the Trustee may execute any of the trusts or powers
         hereunder or perform any duties hereunder either directly or by or
         through agents 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;

               (8) the Trustee shall not be liable for any action taken,
         suffered, or omitted to be taken, 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;

               (9) the Trustee shall not be deemed to have or be charged with
         knowledge of any default (as defined in Section 6.2) or Event of
         Default with respect to the Securities of any series or any Coupons
         unless a Responsible Officer of the Trustee has received at the
         Corporate Trust Office of the Trustee written notice of such default
         or Event of Default from the Company or any Holder of the Securities
         of such series, and such notice references the Securities and this
         Indenture;

               (10) the rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its
         right to be indemnified, are extended to, and shall be enforceable by,
         the Trustee in each of its capacities hereunder, and each agent,
         custodian and other Person employed to act hereunder,

               (11) the Trustee may request that the Company deliver an
         Officer's Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officer's Certificate may be signed
         by any persons authorized to sign an Officer's Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not superseded; and

               (12) the permissive right of the Trustee to take action under
         this Indenture shall not be construed as a duty.

         Section 6.3. Notice of Defaults.

         Within 90 days after the occurrence of any default hereunder with
respect to the Securities of any series, the Trustee shall transmit by mail to
all Holders of Securities of such series entitled to receive reports pursuant
to Section 7.3(3), notice of such default hereunder known to a Responsible
Officer of 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, if any, on, or Additional
Amounts with respect to, any Security of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of Securities and Coupons of such
series; and provided further that, in the case of any default of the character
specified in Section 5.1(5) with respect to Securities of such series, no such
notice to Holders shall be given until at least 10 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.

         The Trustee shall not be deemed to have or be charged with knowledge
of a default unless a Responsible Officer receives at the Corporate Trust
Office of the Trustee written notice of the default giving rise thereto from
the Company or any of the Holders and such notice references the Securities and
this Indenture.

         Section 6.4. Not Responsible for Recitals or Issuance of Securities.

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

         Section 6.5. May Hold Securities.

         The Trustee, any Authenticating Agent, any Paying Agents, any Security
Registrar or any other Person that may be an agent of the Trustee or the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities or Coupons and, subject to Sections 310(b) and 311 of the
Trust Indenture Act, may otherwise deal with the Company with the same rights
it would have if it were not the Trustee, Authenticating Agent, Paying Agent,
Security Registrar or such other Person.

         Section 6.6. Money Held in Trust.

         Except as provided in Section 4.3 and Section 10.3, money held by the
Trustee in trust hereunder need not be segregated from other funds except to
the extent required by law and shall be held uninvested. The Trustee shall be
under no liability for interest on any money received by it hereunder except as
otherwise agreed to in writing with the Company.

         Section 6.7. Compensation and Reimbursement.

         The Company agrees:

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

               (2) except as otherwise expressly provided herein, to reimburse
         the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture or arising out of or
         in connection with the acceptance or administration of the trust or
         trusts hereunder (including the reasonable compensation and the
         expenses and disbursements of its agents and counsel), except any such
         expense, disbursement or advance as may be attributable to the
         Trustee's negligence or willful misconduct; and

               (3) to indemnify, defend and hold the Trustee and its directors,
         officers, employees and agents (collectively with the Trustee, the
         "Indemnities") harmless from and against every loss, liability or
         expense, including without limitation damages, fines, suits, actions,
         demands, penalties, costs, out -of-pocket or incidental expenses,
         legal fees and expenses, and the costs and expenses of defending or
         preparing to defend against any claim (collectively, "Losses"), that
         may be imposed on, incurred by, or asserted against, any Indemnitee
         for or in respect of the Trustee's (1) execution and delivery of this
         Indenture, (2) compliance or attempted compliance with or reliance
         upon any instruction or other direction upon which the Trustee is
         authorized to rely pursuant to the terms of this Indenture, and (3)
         performance under this Indenture, except in the case of such
         performance only and with respect to any Indemnitee to the extent that
         the Loss resulted from such Indemnitee's negligence or willful
         misconduct.

         The Trustee's claims under this Section shall have priority over all
other claims against the Company under this Indenture.

         As security for the performance of the obligations of the Company
under this Section, the Trustee shall have a lien prior to the Securities of
any series upon all property and funds held or collected by the Trustee as
such, except funds held in trust for the payment of principal of, and premium
or interest on or any Additional Amounts with respect to particular Securities
or any Coupons appertaining thereto.

         In addition to and without prejudice to its rights hereunder, when the
Trustee incurs expenses or renders services in connection with a default
specified in Section 5.1, the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to
constitute expenses of administration under applicable Federal or state
bankruptcy, insolvency or other similar law. "Trustee" for purposes of this
Section 6.7 shall include any predecessor Trustee, but the negligence, willful
misconduct or bad faith of any Trustee shall not affect the rights of any other
Trustee under this Section 6.7.

         The provisions of this Section 6.7, including the lien and claim of
the Trustee, shall survive the satisfaction, discharge and termination of this
Indenture for any reason of this Indenture, including under Article IV hereof,
the resignation or removal of the Trustee and any rejection or termination
under any applicable bankruptcy or insolvency law, and shall apply with equal
force and effect to the Trustee in each of its capacities hereunder and each
agent, custodian and other Person employed to act hereunder.

         Section 6.8. Corporate Trustee Required; Eligibility.

         There shall at all times be a Trustee hereunder that is a Corporation
organized and doing business under the laws of the United States of America,
any state thereof or the District of Columbia, that is eligible under Section
310(a)(1) of the Trust Indenture Act to act as trustee under an indenture
qualified under the Trust Indenture Act and that has a combined capital and
surplus (computed in accordance with Section 310(a)(2) of the Trust Indenture
Act) of at least $50,000,000, and that is subject to supervision or examination
by Federal or state authority. 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 6.9. Disqualification; Conflicting Interests.

         If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture. For purposes of
Section 310(b)(1) of the Trust Indenture Act and to the extent permitted
thereby, the Trustee, in its capacity as trustee in respect of the Securities
of any series, shall not be deemed to have a conflict of interest arising from
its capacity as trustee in respect of the Securities of any other series.

         The Trustee shall comply with Section 310(b) of the Trust Indenture
Act; provided, however, that there shall be excluded from the operation of
Section 310(b)(1) of the Trust Indenture Act any indenture or indentures under
which other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such
exclusion set forth in Section 310(b)(1) of the Trust Indenture Act are met.

         Nothing herein shall prevent the Trustee from filing with the
Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.

         Section 6.10. Resignation and Removal; Appointment of Successor.

         (1) 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 pursuant to Section 6.11.

         (2) Subject to Section 6.10(1), 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 or removed
Trustee, as the case may be, may petition any court of competent jurisdiction
for the appointment of a successor Trustee with respect to such series.

         (3) 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 the Company.

         (4) If at any time:

               (a) the Trustee shall fail to comply with the obligations
         imposed upon it under Section 310(b) of the Trust Indenture Act with
         respect to Securities of any series after written request therefor by
         the Company or any Holder of a Security of such series who has been a
         bona fide Holder of a Security of such series for at least six months,
         or

               (b) the Trustee shall cease to be eligible under Section 6.8 and
         shall fail to resign after written request therefor by the Company or
         any such Holder, or

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

then, in any such case, (i) the Company, by or pursuant to a Board Resolution,
may remove the Trustee with respect to all Securities or the Securities of such
series, or (ii) subject to Section 5.15, any Holder of a Security who has been
a bona fide Holder of a Security of such series for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all
Securities of such series and the appointment of a successor Trustee or
Trustees.

         (5) 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 or
pursuant to a Board Resolution, shall promptly appoint a successor Trustee or
Trustees with respect to the Securities of such series (it being understood
that any such successor Trustee may be appointed with respect to the Securities
of one or more or all of such series and that at any time there shall be only
one Trustee with respect to the Securities of any particular series) and shall
comply with the applicable requirements of Section 6.11. If, within one year
after such resignation, removal or incapacity, 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 of Securities and
accepted appointment in the manner required by Section 6.11, any Holder of a
Security who has been a bona fide Holder of a Security of such series for at
least six months may, on behalf of 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.

         (6) 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 the Holders of Registered Securities, if any, of such series as their names
and addresses appear in the Security Register and, if Securities of such series
are issued as Bearer Securities, by publishing notice of such event once in an
Authorized Newspaper in each Place of Payment located outside the United
States. 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.

         (7) In no event shall any retiring Trustee be liable for the acts or
omissions of any successor Trustee hereunder.

         Section 6.11. Acceptance of Appointment by Successor.

         (1) Upon the appointment hereunder of any successor Trustee with
respect to all Securities, such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties hereunder of the retiring Trustee; but, on the
request of the Company or such successor Trustee, such retiring Trustee, upon
payment of its charges, shall execute and deliver an instrument transferring to
such successor Trustee all the rights, powers and trusts of the retiring
Trustee and, subject to Section 10.3, shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder, subject nevertheless to its claim and lien provided for in Section
6.7.

         (2) Upon the appointment hereunder of any successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and such successor Trustee shall execute and deliver an
indenture supplemental hereto wherein each successor Trustee shall accept such
appointment and which (a) shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, such 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, (b) 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 (c) 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, 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 that no
Trustee shall be responsible for any notice given to, or received by, or any
act or failure to act on the part of any other Trustee hereunder, 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, such retiring Trustee shall have no further responsibility for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture with respect to the
Securities of that or those series to which the appointment of such successor
Trustee relates other than as hereinafter expressly set forth, 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
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 such
successor Trustee, such retiring Trustee, upon payment of its charges with
respect to the Securities of that or those series to which the appointment of
such successor Trustee relates and subject to Section 10.3 shall duly assign,
transfer and deliver to such successor Trustee, to the extent contemplated by
such supplemental indenture, the 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, subject to its claim
and lien provided for in Section 6.7.

         (3) Upon request of any Person appointed hereunder as a 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 (1) or (2) of this Section, as the
case may be.

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

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

         Any Corporation or eligible entity into which the Trustee may be
merged or converted or with which it may be consolidated, or any Corporation or
eligible entity resulting from any merger, conversion or consolidation to which
the Trustee shall be a party, or any Corporation or eligible entity succeeding
to all or substantially all of the corporate trust business of the Trustee,
shall be the successor of the Trustee hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties
hereto. In case 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. Appointment of Authenticating Agent.

         The Trustee may appoint one or more Authenticating Agents acceptable
to the Company with respect to one or more series of Securities which shall be
authorized to act on behalf of the Trustee to authenticate Securities of that
or those series issued upon original issue, exchange, registration of transfer,
partial redemption or partial repayment or pursuant to Section 3.6, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. Wherever reference is made in this Indenture to the
authentication and delivery of Securities by the Trustee or the Trustee's
certificate of authentication, such reference shall be deemed to include
authentication and delivery on behalf of the Trustee by an Authenticating Agent
and a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent.

         Each Authenticating Agent must be acceptable to the Company and,
except as provided in or pursuant to this Indenture, shall at all times be a
Corporation that would be permitted by the Trust Indenture Act to act as
trustee under an indenture qualified under the Trust Indenture Act, is
authorized under applicable law and by its charter to act as an Authenticating
Agent and has a combined capital and surplus (computed in accordance with
Section 310(a)(2) of the Trust Indenture Act) of at least $50,000,000. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect 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 all or substantially all of
the corporate agency or corporate trust business of an Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, provided such
Corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written
notice thereof to the Trustee and the Company. The Trustee may at any time
terminate the agency of an Authenticating Agent by giving written notice
thereof to such Authenticating Agent and the Company. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall (i) mail written
notice of such appointment by first-class mail, postage prepaid, to all Holders
of Registered Securities, if any, of the series with respect to which such
Authenticating Agent shall serve, as their names and addresses appear in the
Security Register, and (ii) if Securities of the series are issued as Bearer
Securities, publish notice of such appointment at least once in an Authorized
Newspaper in the place where such successor Authenticating Agent has its
principal office if such office is located outside the United States. 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 each Authenticating Agent from time to time
reasonable compensation for its services under this Section. If the Trustee
makes such payments, it shall be entitled to be reimbursed for such payments,
subject to the provisions of Section 6.7.

         The provisions of Sections 3.8, 6.4 and 6.5 shall be applicable to
each Authenticating Agent.

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

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

                                            [NAME OF TRUSTEE],
                                                     as Trustee


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


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

         If all of the Securities of any series may not be originally issued at
one time, and if the Trustee does not have an office capable of authenticating
Securities upon original issuance located in a Place of Payment where the
Company wishes to have Securities of such series authenticated upon original
issuance, the Trustee, if so requested in writing (which writing need not be
accompanied by or contained in an Officer's Certificate by the Company), shall
appoint in accordance with this Section an Authenticating Agent having an
office in a Place of Payment designated by the Company with respect to such
series of Securities.

         Section 6.14. Trustee's Application for Instructions from the Company.

         Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the
date on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on
or after the date specified in such application (which date shall not be less
than three Business Days after the date any officer of the Company actually
receives such application, unless any such officer shall have consented in
writing to any earlier date) unless prior to taking any such action (or the
effective date in the case of an omission), the Trustee shall have received
written instructions in response to such application specifying the action to
be taken or omitted.

                                   ARTICLE 7

                HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

         In accordance with Section 312(a) of the Trust Indenture Act, the
Company shall furnish or cause to be furnished to the Trustee

               (1) semiannually with respect to Securities of each series not
         later than May 15 and November 15 of the year commencing November 15,
         2003 or upon such other dates as are set forth in or pursuant to the
         Board Resolution or indenture supplemental hereto authorizing such
         series, a list, in each case in such form as the Trustee may
         reasonably require, of the names and addresses of Holders as of the
         applicable date, and

               (2) 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,

provided, however, that so long as the Trustee is the Security Registrar no
such list shall be required to be furnished.

         Section 7.2. Preservation of Information; Communications to Holders.

         The Trustee shall comply with the obligations imposed upon it pursuant
to Section 312 of the Trust Indenture Act.

         Every Holder of Securities or Coupons, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company, the
Trustee, any Paying Agent or any Security Registrar shall be held accountable
by reason of the disclosure of any such information as to the names and
addresses of the Holders of Securities in accordance with Section 312(c) of the
Trust Indenture Act, 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 312(b) of the
Trust Indenture Act.

         Section 7.3. Reports by Trustee.

         (1) Within 60 days after September 15 of each year commencing with the
first September 15 following the first issuance of Securities pursuant to
Section 3.3, if and to the extent required by Section 313(a) of the Trust
Indenture Act, the Trustee shall transmit, pursuant to Section 313(c) of the
Trust Indenture Act, a brief report dated as of such September 15 with respect
to any of the events specified in said Section 313(a) which may have occurred
since the later of the immediately preceding September 15 and the date of this
Indenture.

         (2) The Trustee shall transmit the reports required by Section 313(a)
of the Trust Indenture Act at the times specified therein.

         (3) Reports pursuant to this Section shall be transmitted in the
manner and to the Persons required by Sections 313(c) and 313(d) of the Trust
Indenture Act. The Company will promptly notify the Trustee when the Securities
are listed on any stock exchange and of any delisting thereof.

         Section 7.4. Reports by Company.

         The Company, pursuant to Section 314(a) of the Trust Indenture Act,
shall:

               (1) file with the Trustee, within 15 days after the Company is
         required to file the same with the Commission, copies of the annual
         reports and of the information, documents and other reports (or copies
         of such portions of any of the foregoing as the Commission may from
         time to time by rules and regulations prescribe) which the Company may
         be required to file with the Commission pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934, as amended; 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, as amended, in respect of a security listed and
         registered on a national securities exchange as may be prescribed from
         time to time in such rules and regulations;

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

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

         Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on an Officer's Certificate).

                                   ARTICLE 8

                        CONSOLIDATION, MERGER AND SALES

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

         The Company shall not consolidate with or merge into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person unless:

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

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

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

         Section 8.2. Successor Person Substituted for Company.

         Upon any consolidation by the Company with or merger of the Company
into any other Person or any conveyance, transfer or lease of the properties
and assets of the Company substantially as an entirety to any Person in
accordance with Section 8.1, the successor Person formed by such consolidation
or into which the Company is merged or to which such conveyance, transfer or
lease is made shall succeed to, and (except in the case of a lease) be
substituted for, and may exercise every right and power of, the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein.

                                   ARTICLE 9

                            SUPPLEMENTAL INDENTURES

         Section 9.1. Supplemental Indentures Without Consent of Holders.

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

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

               (2) to add to the covenants of the Company for the benefit of
         the Holders of all or any series of Securities (as shall be specified
         in such supplemental indenture or indentures) or to surrender any
         right or power herein conferred upon the Company; or

               (3) to add to or change any of the provisions of this Indenture
         to provide that Bearer Securities may be registrable as to principal,
         to change or eliminate any restrictions on the payment of principal
         of, any premium or interest on or any Additional Amounts with respect
         to Securities, to permit Bearer Securities to be issued in exchange
         for Registered Securities, to permit Bearer Securities to be exchanged
         for Bearer Securities of other authorized denominations or to permit
         or facilitate the issuance of Securities in uncertificated form,
         provided that any such action shall not adversely affect the interests
         of the Holders of Outstanding Securities of any series or any Coupons
         appertaining thereto in any material respect; or

               (4) to establish the form or terms of Securities of any series
         and any Coupons appertaining thereto as permitted by Sections 2.1 and
         3.1; or

               (5) to evidence and provide for the acceptance of appointment
         hereunder by a successor Trustee with respect to the Securities of one
         or more series and to add to or change any of the provisions of this
         Indenture as shall be necessary to provide for or facilitate the
         administration of the trusts hereunder by more than one Trustee,
         pursuant to the requirements of Section 6.11; or

               (6) to cure any ambiguity or to correct or supplement any
         provision herein which may be defective or inconsistent with any other
         provision herein, or to make any other provisions with respect to
         matters or questions arising under this Indenture which shall not
         adversely affect the interests of the Holders of Securities of any
         series then Outstanding or any Coupons appertaining thereto in any
         material respect; or

               (7) to add to, delete from or revise the conditions, limitations
         and restrictions on the authorized amount, terms or purposes of issue,
         authentication and delivery of Securities, as herein set forth; or

               (8) to add any additional Events of Default with respect to all
         or any series of Securities (as shall be specified in such
         supplemental indenture); or

               (9) to supplement any of the provisions of this Indenture to
         such extent as shall be necessary to permit or facilitate the
         defeasance and discharge of any series of Securities pursuant to
         Article Four, provided that any such action shall not adversely affect
         the interests of any Holder of an Outstanding Security of such series
         and any Coupons appertaining thereto or any other Outstanding Security
         or Coupon in any material respect; or

               (10) to make provisions with respect to conversion or exchange
         rights of Holders of Securities of any series; or

               (11) to amend or supplement any provision contained herein or in
         any supplemental indenture, provided that no such amendment or
         supplement shall materially adversely affect the interests of the
         Holders of any Securities then Outstanding.

         Section 9.2. Supplemental Indentures with Consent of Holders.

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

               (1) change the Stated Maturity of the principal of, or any
         premium or installment of interest on or any Additional Amounts with
         respect to, any Security, or reduce the principal amount thereof or
         the rate (or modify the calculation of such rate) of interest thereon
         or any Additional Amounts with respect thereto, or any premium payable
         upon the redemption thereof or otherwise, or change the obligation of
         the Company to pay Additional Amounts pursuant to Section 10.4 (except
         as contemplated by Section 8.1(1) and permitted by Section 9.1(1)), or
         reduce the amount of the principal of an Original Issue Discount
         Security that would be due and payable upon a declaration of
         acceleration of the Maturity thereof pursuant to Section 5.2 or the
         amount thereof provable in bankruptcy pursuant to Section 5.4, change
         the redemption provisions or adversely affect the right of repayment
         at the option of any Holder as contemplated by Article Thirteen, or
         change the Place of Payment, Currency in which the principal of, any
         premium or interest on, or any Additional Amounts with respect to any
         Security 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, in the case of repayment at the option of the Holder, on or
         after the date for repayment), or

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

               (3) modify any of the provisions of this Section, Section 5.13
         or Section 10.8, 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, or

               (4) make any change that adversely affects the right to convert
         or exchange any Security into or for Common Stock or other securities
         in accordance with its terms.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which shall have been included expressly and
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 of Securities under
this Section to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

         Section 9.3. Execution of Supplemental Indentures.

         As a condition to executing, or accepting the additional trusts
created by, any supplemental indenture permitted by this Article or the
modifications thereby of the trust created by this Indenture, the Trustee shall
be entitled to receive, and (subject to Section 6.1) shall be fully protected
in relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture and an
Officer's Certificate stating that all conditions precedent to the execution of
such supplemental indenture have been fulfilled. The Trustee may, but shall not
be obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         Section 9.4. Effect of Supplemental Indentures.

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

         Section 9.5. Reference in Securities to Supplemental Indentures.

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

         Section 9.6. 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 9.7. Notice of Supplemental Indenture.

         Promptly after the execution by the Company and the Trustee of any
supplemental indenture pursuant to Section 9.2, the Company shall transmit to
the Holders of Outstanding Securities of any series affected thereby a notice
setting forth the substance of such supplemental indenture.

                                  ARTICLE 10

                                   COVENANTS

         Section 10.1. Payment of Principal, Any Premium, Interest and
Additional Amounts.

         The Company covenants and agrees for the benefit of the Holders of the
Securities of each series that it will duly and punctually pay the principal
of, any premium and interest on and any Additional Amounts with respect to the
Securities of such series in accordance with the terms thereof, any Coupons
appertaining thereto and this Indenture. Any interest due on any Bearer
Security on or before the Maturity thereof, and any Additional Amounts payable
with respect to such interest, shall be payable only upon presentation and
surrender of the Coupons appertaining thereto for such interest as they
severally mature.

         Section 10.2. Maintenance of Office or Agency.

         The Company shall maintain in each Place of Payment for any series of
Securities an Office or Agency where Securities of such series (but not Bearer
Securities, except as otherwise provided below, unless such Place of Payment is
located outside the United States) may be presented or surrendered for payment,
where Securities of such series may be surrendered for registration of transfer
or exchange, where Securities of such series that are convertible or
exchangeable may be surrendered for conversion or exchange, and where notices
and demands to or upon the Company in respect of the Securities of such series
relating thereto and this Indenture may be served. If Securities of a series
are issuable as Bearer Securities, the Company shall maintain, subject to any
laws or regulations applicable thereto, an Office or Agency in a Place of
Payment for such series which is located outside the United States where
Securities of such series and any Coupons appertaining thereto may be presented
and surrendered for payment; provided, however, that if the Securities of such
series are listed on The Stock Exchange of the United Kingdom and the Republic
of Ireland or the Luxembourg Stock Exchange or any other stock exchange located
outside the United States and such stock exchange shall so require, the Company
shall maintain a Paying Agent in London, Luxembourg or any other required city
located outside the United States, as the case may be, so long as the
Securities of such series are listed on such exchange. The Company will give
prompt written notice to the Trustee of the location, and any change in the
location, of such Office or Agency. If at any time the Company shall fail to
maintain any such required Office or Agency or shall fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee,
except that Bearer Securities of such series and any Coupons appertaining
thereto may be presented and surrendered for payment at the place specified for
the purpose with respect to such Securities as provided in or pursuant to this
Indenture, and the Company hereby appoints the Trustee as its agent to receive
all such presentations, surrenders, notices and demands.

         Except as otherwise provided in or pursuant to this Indenture, no
payment of principal, premium, interest or Additional Amounts with respect to
Bearer Securities shall be made at any Office or Agency in the United States or
by check mailed to any address in the United States or by transfer to an
account maintained with a bank located in the United States; provided, however,
if amounts owing with respect to any Bearer Securities shall be payable in
Dollars, payment of principal of, any premium or interest on and any Additional
Amounts with respect to any such Security may be made at the Corporate Trust
Office of the Trustee or any Office or Agency designated by the Company in the
Borough of Manhattan, The City of New York, if (but only if) payment of the
full amount of such principal, premium, interest or Additional Amounts at all
offices outside the United States maintained for such purpose by the Company in
accordance with this Indenture is illegal or effectively precluded by exchange
controls or other similar restrictions.

         The Company may also from time to time designate one or more other
Offices or Agencies where the Securities of one or more series may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Company of its obligation to maintain an Office
or Agency in each Place of Payment for Securities of any series for such
purposes. The Company shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other Office or Agency. Unless otherwise provided in or pursuant to this
Indenture, the Company hereby designates as the Place of Payment for each
series of Securities the Borough of Manhattan, The City of New York, and
initially appoints the Corporate Trust Office of the Trustee as the Office or
Agency of the Company in the Borough of Manhattan, The City of New York for
such purpose. The Company may subsequently appoint a different Office or Agency
in the Borough of Manhattan, The City of New York for the Securities of any
series.

         Section 10.3. Money for Securities Payments to Be Held in Trust.

         If the Company shall at any time act as its own Paying Agent with
respect to any series of Securities, it shall, on or before each due date of
the principal of, any premium or interest on or Additional Amounts with respect
to any of the Securities of such series, segregate and hold in trust for the
benefit of the Persons entitled thereto a sum in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant
to Section 3.1 for the Securities of such series) sufficient to pay the
principal or any premium, interest or Additional Amounts so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and shall promptly notify the Trustee of its action or failure so to
act.

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

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

               (1) hold all sums held by it for the payment of the principal
         of, any premium or interest on or any Additional Amounts with respect
         to Securities of such series in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as provided in or pursuant to this Indenture;

               (2) give the Trustee notice of any default by the Company (or
         any other obligor upon the Securities of such series) in the making of
         any payment of principal, any premium or interest on or any Additional
         Amounts with respect to the Securities of such series; and

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

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

         Except as otherwise provided herein or pursuant hereto, any money
deposited with the Trustee or any Paying Agent, or then held by the Company, in
trust for the payment of the principal of, any premium or interest on or any
Additional Amounts with respect to any Security of any series or any Coupon
appertaining thereto and remaining unclaimed for two years after such principal
or any such premium or interest or any such Additional Amounts shall have
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 or any Coupon appertaining thereto 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 an Authorized Newspaper in each Place of Payment for such
series or to be mailed to Holders of Registered Securities of such series, or
both, 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
or mailing nor shall it be later than two years after such principal and any
premium or interest or Additional Amounts shall have become due and payable,
any unclaimed balance of such money then remaining will be repaid to the
Company. Anything in this Section 10.3 to the contrary notwithstanding, in the
absence of a written request from the Company to return unclaimed funds to the
Company, the Trustee shall from time to time deliver all unclaimed funds to or
as directed by applicable escheat authorities, as determined by the Trustee in
its sole discretion, in accordance with the customary practices and procedures
of the Trustee. Any unclaimed funds held by the Trustee pursuant to this
Section shall be held uninvested and without any liability for interest.

         Section 10.4. Additional Amounts.

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

         Except as otherwise provided in or pursuant to this Indenture or the
Securities of the applicable series, if the Securities of a series provide for
the payment of Additional Amounts, at least 10 days prior to the first Interest
Payment Date with respect to such series of Securities (or if the Securities of
such series shall not bear interest prior to Maturity, the first day on which a
payment of principal is made), and at least 10 days prior to each date of
payment of principal or interest if there has been any change with respect to
the matters set forth in the below-mentioned Officer's Certificate, the Company
shall furnish to the Trustee and the principal Paying Agent or Paying Agents,
if other than the Trustee, an Officer's Certificate instructing the Trustee and
such Paying Agent or Paying Agents whether such payment of principal of and
premium, if any, or interest on the Securities of such series shall be made to
Holders of Securities of such series or the Coupons appertaining thereto who
are United States Aliens without withholding for or on account of any tax,
assessment or other governmental charge described in the Securities of such
series. If any such withholding shall be required, then such Officer's
Certificate shall specify by country the amount, if any, required to be
withheld on such payments to such Holders of Securities or Coupons, and the
Company agrees to pay to the Trustee or such Paying Agent the Additional
Amounts required by the terms of such Securities. The Company covenants to
indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with actions taken
or omitted by any of them in reliance on any Officer's Certificate furnished
pursuant to this Section.

         Section 10.5. [Intentionally Omitted]

         Section 10.6. [Intentionally Omitted]

         Section 10.7. Corporate Existence

         Subject to Article Eight, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence and that of each Restricted Subsidiary and their respective rights
(charter and statutory) and franchises; provided, however, that the foregoing
shall not obligate the Company or any Restricted Subsidiary to preserve any
such right or franchise if the Company or any Restricted Subsidiary shall
determine that the preservation thereof is no longer desirable in the conduct
of its business or the business of such Subsidiary and that the loss thereof is
not disadvantageous in any material respect to any Holder.

         Section 10.8. Waiver of Certain Covenants.

         The Company may omit in any particular instance to comply with any
term, provision or condition set forth in Section 10.7 with respect to the
Securities of any series if before the time for such compliance the Holders of
at least a majority in principal amount of the Outstanding Securities of such
series, by Act of such Holders, either shall waive such compliance in such
instance or generally shall have waived compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver
shall become effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

         Section 10.9. Company Statement as to Compliance; Notice of Certain
                       Defaults.

         (1) The Company shall deliver to the Trustee, within 120 days after
the end of each fiscal year, a written statement (which need not be contained
in or accompanied by an Officer's Certificate) signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company, stating that

               (a) a review of the activities of the Company during such year
         and of its performance under this Indenture has been made under his or
         her supervision, and

               (b) to the best of his or her knowledge, based on such review,
         (i) the Company has complied with all the conditions and covenants
         imposed on it under this Indenture throughout such year, or, if there
         has been a default in the fulfillment of any such condition or
         covenant, specifying each such default known to him or her and the
         nature and status thereof, and (ii) no event has occurred and is
         continuing which is, or after notice or lapse of time or both would
         become, an Event of Default, or, if such an event has occurred and is
         continuing, specifying each such event known to him and the nature and
         status thereof.

         (2) The Company shall deliver to the Trustee, within five days after
the occurrence thereof, written notice of any Event of Default or any event
which after notice or lapse of time or both would become an Event of Default.

         (3) The Trustee shall have no duty to monitor the Company's compliance
with the covenants contained in this Article 10.

         Section 10.10. Calculation of Original Issue Discount.

         The Company shall file with the Trustee promptly at the end of each
calendar year (i) a written notice specifying the amount, if any, of original
issue discount (including daily rates and accrual periods) accrued on
Outstanding Securities as of the end of such year and (ii) such other specific
information relating to such original issue discount as may then be relevant
under the Internal Revenue Code of 1986, as amended from time to time.

                                  ARTICLE 11

                            REDEMPTION OF SECURITIES

         Section 11.1. Applicability of Article.

         Redemption of Securities of any series at the option of the Company as
permitted or required by the terms of such Securities shall be made in
accordance with the terms of such Securities and (except as otherwise provided
herein or pursuant hereto) this Article.

         Section 11.2. Election to Redeem; Notice to Trustee.

         The election of the Company to redeem any Securities shall be
evidenced by or pursuant to a Board Resolution. In case of any redemption at
the election of the Company of (a) less than all of the Securities of any
series or (b) all of the Securities of any series, with the same issue date,
interest rate or formula, Stated Maturity and other terms, the Company shall,
at least 60 days prior to the Redemption Date fixed by the Company (unless a
shorter notice shall be satisfactory to the Trustee), notify the Trustee of
such Redemption Date and of the principal amount of Securities of such series
to be redeemed.

         Section 11.3. Selection by Trustee of Securities to Be Redeemed.

         If less than all of the Securities of any series with the same issue
date, interest rate or formula, Stated Maturity and other terms are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee from the Outstanding
Securities of such series not previously called for redemption, in compliance
with the requirements of the principal national securities exchange, if any, on
which the Securities are listed or, if the Securities are not then listed on a
national securities exchange, on a pro rata basis or by lot, or, by any other
method as the Trustee shall deem fair and appropriate and which may provide for
the selection for redemption of portions of the principal amount of Registered
Securities of such series; provided, however, that no such partial redemption
shall reduce the portion of the principal amount of a Registered Security of
such series not redeemed to less than the minimum denomination for a Security
of such series established herein or pursuant hereto.

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

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

         Unless otherwise specified in or pursuant to this Indenture or the
Securities of any series, if any Security selected for partial redemption is
converted into Common Stock or exchanged for other securities in part before
termination of the conversion or exchange right with respect to the portion of
the Security so selected, the converted portion of such Security shall be
deemed (so far as may be) to be the portion selected for redemption. Securities
which have been converted or exchanged during a selection of Securities to be
redeemed shall be treated by the Trustee as Outstanding for the purpose of such
selection.

         Section 11.4. Notice of Redemption.

         Notice of redemption shall be given in the manner provided in Section
1.6, not less than 30 nor more than 60 days prior to the Redemption Date,
unless a shorter period is specified in the Securities to be redeemed, to the
Holders of Securities to be redeemed. Failure to give notice by mailing in the
manner herein provided to the Holder of any Registered Securities designated
for redemption as a whole or in part, or any defect in the notice to any such
Holder, shall not affect the validity of the proceedings for the redemption of
any other Securities or portion thereof.

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

         All notices of redemption shall state:

               (1) the Redemption Date,

               (2) the Redemption Price,

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

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

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

               (6) the place or places where such Securities, together (in the
         case of Bearer Securities) with all Coupons appertaining thereto, if
         any, maturing after the Redemption Date, are to be surrendered for
         payment of the Redemption Price and any accrued interest and
         Additional Amounts pertaining thereto,

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

               (8) if Bearer Securities of any series are to be redeemed and no
         Registered Securities of such series are to be redeemed, and if such
         Bearer Securities may be exchanged for Registered Securities not
         subject to redemption on the Redemption Date pursuant to Section 3.5
         or otherwise, the last date, as determined by the Company, on which
         such exchanges may be made,

               (9) in the case of Securities of any series that are convertible
         into Common Stock or exchangeable for other securities, the conversion
         or exchange price or rate, the date or dates on which the right to
         convert or exchange the principal of the Securities of such series to
         be redeemed will commence or terminate and the place or places where
         such Securities may be surrendered for conversion or exchange, and

               (10) the CUSIP numbers or the Euroclear or the Clearstream
         Banking, societe anonyme reference numbers of such Securities, if any
         (or any other numbers used by a Depository to identify such
         Securities).

         A notice of redemption published as contemplated by Section 1.6 need
not identify particular Registered Securities to be redeemed.

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

         Section 11.5. Deposit of Redemption Price.

         On or prior to any Redemption Date, the Company shall deposit, with
respect to the Securities of any series called for redemption pursuant to
Section 11.4, with the Trustee or with a Paying Agent (or, if the Company is
acting as its own Paying Agent, segregate and hold in trust as provided in
Section 10.3) an amount of money in the applicable Currency sufficient to pay
the Redemption Price of, and (except if the Redemption Date shall be an
Interest Payment Date, unless otherwise specified pursuant to Section 3.1 or in
the Securities of such series) any accrued interest on and Additional Amounts
with respect thereto, all such Securities or portions thereof which are to be
redeemed on that date.

         Section 11.6. Securities Payable on Redemption Date.

         Notice of redemption having been given as aforesaid, the Securities so
to be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, 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 and the Coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, together with all Coupons, if any,
appertaining thereto maturing after the Redemption Date, such Security shall be
paid by the Company at the Redemption Price, together with any accrued interest
and Additional Amounts to the Redemption Date; provided, however, that, except
as otherwise provided in or pursuant to this Indenture or the Bearer Securities
of such series, installments of interest on Bearer Securities whose Stated
Maturity is on or prior to the Redemption Date shall be payable only upon
presentation and surrender of Coupons for such interest (at an Office or Agency
located outside the United States except as otherwise provided in Section
10.2), and provided further that, except as otherwise specified in or pursuant
to this Indenture or the Registered Securities of such series, installments of
interest on Registered Securities whose Stated Maturity is on or prior to the
Redemption Date shall be payable to the Holders of such Securities, or one or
more Predecessor Securities, registered as such at the close of business on the
Regular Record Dates therefor according to their terms and the provisions of
Section 3.7.

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

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

         Section 11.7. Securities Redeemed in Part.

         Any Registered Security which is to be redeemed only in part shall be
surrendered at any Office or Agency for such Security (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 Registered Security or Securities
of the same series, containing identical terms and provisions, 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 global form is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to
the U.S. Depository or other Depository for such Security in global form as
shall be specified in the Company Order with respect thereto to the Trustee,
without service charge, a new Security in global form in a denomination equal
to and in exchange for the unredeemed portion of the principal of the Security
in global form so surrendered.

                                  ARTICLE 12

                            [INTENTIONALLY OMITTED]



                                  ARTICLE 13

                       REPAYMENT AT THE OPTION OF HOLDERS

         Section 13.1. Applicability of Article.

         Securities of any series which are repayable at the option of the
Holders thereof before their Stated Maturity shall be repaid in accordance with
the terms of the Securities of such series. The repayment of any principal
amount of Securities pursuant to such option of the Holder to require repayment
of Securities before their Stated Maturity, for purposes of Section 3.9, shall
not operate as a payment, redemption or satisfaction of the indebtedness
represented by such Securities unless and until the Company, at its option,
shall deliver or surrender the same to the Trustee with a directive that such
Securities be cancelled. Notwithstanding anything to the contrary contained in
this Section 13.1, in connection with any repayment of Securities, the Company
may arrange for the purchase of any Securities by an agreement with one or more
investment bankers or other purchasers to purchase such Securities by paying to
the Holders of such Securities on or before the close of business on the
repayment date an amount not less than the repayment price payable by the
Company on repayment of such Securities, and the obligation of the Company to
pay the repayment price of such Securities shall be satisfied and discharged to
the extent such payment is so paid by such purchasers.

                                  ARTICLE 14

                            [INTENTIONALLY OMITTED]



                                  ARTICLE 15

                       MEETINGS OF HOLDERS OF SECURITIES

         Section 15.1. Purposes for Which Meetings May Be Called.

         A meeting of Holders of Securities of any series may be called at any
time and from time to time pursuant to this Article to make, give or take any
request, demand, authorization, direction, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

         Section 15.2. Call, Notice and Place of Meetings.

         (1) The Trustee may at any time call a meeting of Holders of
Securities of any series for any purpose specified in Section 15.1, to be held
at such time and at such place in the Borough of Manhattan, The City of New
York, or, if Securities of such series have been issued in whole or in part as
Bearer Securities, in London or in such place outside the United States as the
Trustee shall determine. Notice of every meeting of Holders of Securities of
any series, setting forth the time and the place of such meeting and in general
terms the action proposed to be taken at such meeting, shall be given, in the
manner provided in Section 1.6, not less than 21 nor more than 180 days prior
to the date fixed for the meeting.

         (2) In case at any time the Company (by or pursuant to a Board
Resolution) or the Holders of at least 10% in principal amount of the
Outstanding Securities of any series shall have requested the Trustee to call a
meeting of the Holders of Securities of such series for any purpose specified
in Section 15.1, by written request setting forth in reasonable detail the
action proposed to be taken at the meeting, and the Trustee shall not have
mailed notice of or made the first publication of the notice of such meeting
within 21 days after receipt of such request (whichever shall be required
pursuant to Section 1.6) or shall not thereafter proceed to cause the meeting
to be held as provided herein, then the Company or the Holders of Securities of
such series in the amount above specified, as the case may be, may determine
the time and the place in the Borough of Manhattan, The City of New York, or,
if Securities of such series are to be issued as Bearer Securities, in London
for such meeting and may call such meeting for such purposes by giving notice
thereof as provided in clause (1) of this Section.

         Section 15.3. Persons Entitled to Vote at Meetings.

         To be entitled to vote at any meeting of Holders of Securities of any
series, a Person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by
such Holder or Holders. The only Persons who shall be entitled to be present or
to speak at any meeting of Holders of Securities of any series shall be the
Persons entitled to vote at such meeting and their counsel, any representatives
of the Trustee and its counsel and any representatives of the Company and its
counsel.

         Section 15.4. Quorum; Action.

         The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for any meeting of
Holders of Securities of such series. In the absence of a quorum within 30
minutes after the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In any other case the meeting may be adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such meeting. In the absence of a quorum at any reconvened meeting, such
reconvened meeting may be further adjourned for a period of not less than 10
days as determined by the chairman of the meeting prior to the adjournment of
such reconvened meeting. Notice of the reconvening of any adjourned meeting
shall be given as provided in Section 15.2(1), except that such notice need be
given only once not less than five days prior to the date on which the meeting
is scheduled to be reconvened. Notice of the reconvening of an adjourned
meeting shall state expressly the percentage, as provided above, of the
principal amount of the Outstanding Securities of such series which shall
constitute a quorum.

         Except as limited by the proviso to Section 9.2, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum
is present as aforesaid may be adopted only by the affirmative vote of the
Holders of a majority in principal amount of the Outstanding Securities of that
series; provided, however, that, except as limited by the proviso to Section
9.2, any resolution with respect to any request, demand, authorization,
direction, notice, consent, waiver or other Act which this Indenture expressly
provides may be made, given or taken by the Holders of a specified percentage,
which is less than a majority, in principal amount of the Outstanding
Securities of a series may be adopted at a meeting or an adjourned meeting duly
reconvened and at which a quorum is present as aforesaid by the affirmative
vote of the Holders of such specified percentage in principal amount of the
Outstanding Securities of such series.

         Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance with this Section shall be
binding on all the Holders of Securities of such series and the Coupons
appertaining thereto, whether or not such Holders were present or represented
at the meeting.

         Section 15.5. Determination of Voting Rights; Conduct and Adjournment
                       of Meetings.

         (1) Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any
meeting of Holders of Securities of such series in regard to proof of the
holding of Securities of such series and of the appointment of proxies and in
regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote,
and such other matters concerning the conduct of the meeting as it shall deem
appropriate. Except as otherwise permitted or required by any such regulations,
the holding of Securities shall be proved in the manner specified in Section
1.4 and the appointment of any proxy shall be proved in the manner specified in
Section 1.4 or by having the signature of the person executing the proxy
witnessed or guaranteed by any trust company, bank or banker authorized by
Section 1.4 to certify to the holding of Bearer Securities. Such regulations
may provide that written instruments appointing proxies, regular on their face,
may be presumed valid and genuine without the proof specified in Section 1.4 or
other proof.

         (2) The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders of Securities as provided in Section 15.2(2), in
which case the Company or the Holders of Securities of the series calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

         (3) At any meeting, each Holder of a Security of such series or proxy
shall be entitled to one vote for each $1,000 principal amount of Securities of
such series held or represented by him; provided, however, that no vote shall
be cast or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

         (4) Any meeting of Holders of Securities of any series duly called
pursuant to Section 15.2 at which a quorum is present may be adjourned from
time to time by Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting; and the
meeting may be held as so adjourned without further notice.

         Section 15.6. Counting Votes and Recording Action of Meetings.

         The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 15.2 and, if
applicable, Section 15.4. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

         Section 15.7. Action Without Meeting

         In lieu of a vote of Holders of a meeting as herein above contemplated
in this Article, any request, demand, authorization, direction, notice,
consent, waiver or other action made, may be given or taken by Holders by
written instruments as provided in Section 1.4.

                                  ARTICLE 16

                          SUBORDINATION OF SECURITIES

         Section 16.1. Agreement to Subordinate.

         The Company covenants and agrees, and each holder of Securities issued
hereunder and under any supplemental indenture or by any resolutions by the
Board of Directors ("Additional Provisions") by such holder's acceptance
thereof likewise covenants and agrees, that all Securities shall be issued
subject to the provisions of this Article Sixteen; and each holder of a
Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

         The payment by the Company of the principal of, premium, if any, and
interest on all Securities issued hereunder and under any Additional Provisions
shall, to the extent and in the manner hereinafter set forth, be subordinate in
right of payment to the prior payment in full of all Senior Indebtedness of the
Company, whether outstanding at the date of this Indenture or thereafter
incurred.

         No provision of this Article Sixteen shall prevent the occurrence of
any default or Event of Default hereunder.

         Section 16.2. Default on Senior Indebtedness.

         In the event and during the continuation of any default by the Company
in the payment of principal, premium, interest or any other payment due on any
Senior Indebtedness of the Company, as the case may be, or in the event that
the maturity of any Senior Indebtedness of the Company, as the case may be, has
been accelerated because of a default, then, in either case, no payment shall
be made by the Company with respect to the principal (including redemption and
sinking fund payments) of, or premium, if any, or interest on the Securities.

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 16.2, before all Senior Indebtedness is paid in full,
such payment shall be held in trust for the benefit of, and shall be paid over
or delivered to, the holders of Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Senior Indebtedness may have been issued, as their respective
interests may appear.

         Section 16.3. Liquidation; Dissolution; Bankruptcy.

         Upon any payment by the Company or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
creditors upon any dissolution or winding-up or liquidation or reorganization
of the Company, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership, general assignment, marshaling of any assets or liabilities for
the benefit of creditors or other proceedings, all amounts due upon all Senior
Indebtedness of the Company shall first be paid in full, or payment thereof
provided for in money in accordance with its terms, before any payment is made
by the Company on account of the principal, and premium, if any, or interest on
the Securities; and upon any such dissolution or winding-up or liquidation or
reorganization, any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the holders of the Securities or the Trustee would be entitled to receive
from the Company, except for the provisions of this Article Sixteen, shall be
paid by the Company or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other Person making such payment or distribution, or by the
holders or by the Trustee under the Indenture if received by them or it,
directly to the holders of Senior Indebtedness of the Company (pro rata to such
holders on the basis of the respective amounts of Senior Indebtedness held by
such holders, as calculated by the Company) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing such Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay such
Senior Indebtedness in full, in money or money's worth, after giving effect to
any concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to the holders of the
Securities or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in
cash, property or securities, prohibited by the foregoing, shall be received by
the Trustee before all Senior Indebtedness of the Company is paid in full, or
provision is made for such payment in money in accordance with its terms, such
payment or distribution shall be held in trust for the benefit of and shall be
paid over or delivered to the holders of such Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing such Senior Indebtedness
may have been issued, and their respective interests may appear, as calculated
by the Company, for application to the payment of all Senior Indebtedness of
the Company, as the case may be, remaining unpaid to the extent necessary to
pay such Senior Indebtedness in full in money in accordance with its terms,
after giving effect to any concurrent payment or distribution to or for the
benefit of the holders of such Senior Indebtedness.

         For purposes of this Article Sixteen, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company as
reorganized or readjusted, or securities of the Company or any other
corporation provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this
Article Sixteen with respect to the Securities to the payment of all Senior
Indebtedness of the Company, as the case may be, that may at the time be
outstanding, provided that (i) such Senior Indebtedness is assumed by the new
corporation, if any, resulting from any such reorganization or readjustment,
and (ii) the rights of the holders of such Senior Indebtedness are not, without
the consent of such holders, altered by such reorganization or readjustment.
The consolidation of the Company with, or the merger of the Company into,
another corporation or the liquidation or dissolution of the Company following
the conveyance or transfer of its property as an entirety, or substantially as
an entirety, to another corporation upon the terms and conditions provided for
in Article Eight of this Indenture shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 16.3
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article Eight of
this Indenture. Nothing in Section 16.2 or in this Section 16.3 shall apply to
claims of, or payments to, the Trustee under or pursuant to Section 6.7 of this
Indenture.

         Section 16.4. Subrogation.

         Subject to the payment in full of all Senior Indebtedness of the
Company, the rights of the holders of the Securities shall be subrogated to the
rights of the holders of such Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company, as the case may
be, applicable to such Senior Indebtedness until the principal of, and premium,
if any and interest on the Securities shall be paid in full; and, for the
purposes of such subrogation, no payments or distributions to the holders of
such Senior Indebtedness of any cash, property or securities to which the
holders of the Securities or the Trustee would be entitled except for the
provisions of this Article Sixteen, and no payment over pursuant to the
provisions of this Article Sixteen to or for the benefit of the holders of such
Senior Indebtedness by holders of the Securities or the Trustee, shall, as
between the Company, its creditors other than holders of Senior Indebtedness of
the Company, and the holders of the Securities, be deemed to be a payment by
the Company to or on account of such Senior Indebtedness. It is understood that
the provisions of this Article Sixteen are and are intended solely for the
purposes of defining the relative rights of the holders of the Securities, on
the one hand, and the holders of such Senior Indebtedness on the other hand.

         Nothing contained in this Article Sixteen or elsewhere in this
Indenture, any Additional Provisions or in the Securities is intended to or
shall impair, as between the Company, its creditors other than the holders of
Senior Indebtedness of the Company, and the holders of the Securities, the
obligation of the Company, which is absolute and unconditional, to pay to the
holders of the Securities the principal of, and premium, if any and interest on
the Securities as and when the same shall become due and payable in accordance
with their terms, or is intended to or shall affect the relative rights of the
holders of the Securities and creditors of the Company, as the case may be,
other than the holders of Senior Indebtedness of the Company, as the case may
be, nor shall anything herein or therein prevent the Trustee or the holder of
any Security from exercising all remedies otherwise permitted by applicable law
upon default under this Indenture, subject to the rights, if any, under this
Article Sixteen of the holders of such Senior Indebtedness in respect of cash,
property or securities of the Company, as the case may be, received upon the
exercise of any such remedy.

         Upon any payment or distribution of assets of the Company referred to
in this Article Sixteen, the Trustee, subject to the provisions of Article Six
of this Indenture, and the holders of the Securities shall be entitled to
conclusively rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the holders of the
Securities, for the purposes of ascertaining the Persons entitled to
participate in such distribution, the holders of Senior Indebtedness and other
indebtedness of the Company, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Sixteen.

         Section 16.5. Trustee to Effectuate Subordination.

         Each holder of Securities by such holder's acceptance thereof
authorizes and directs the Trustee on such holder's behalf to take such action
as may be necessary or appropriate to effectuate the subordination provided in
this Article Sixteen and appoints the Trustee such holder's attorney-in-fact
for any and all such purposes.

         Section 16.6. Notice by the Company.

         The Company shall give prompt written notice to a Responsible Officer
of the Trustee of any fact known to the Company that would prohibit the making
of any payment of monies to or by the Trustee in respect of the Securities
pursuant to the provisions of this Article Sixteen. Notwithstanding the
provisions of this Article Sixteen or any other provision of this Indenture or
any Additional Provisions, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment of
monies to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article Sixteen, unless and until a Responsible Officer of
the Trustee shall have received written notice thereof from the Company or a
holder or holders of Senior Indebtedness or from any trustee therefor; and
before the receipt of any such written notice, the Trustee, subject to the
provisions of Article Five of this Indenture, shall be entitled in all respects
to assume that no such facts exist; provided, however, that if the Trustee
shall not have received the notice provided for in this Section 16.6 at least
two Business Days prior to the date upon which by the terms hereof any money
may become payable for any purpose (including, without limitation, the payment
of the principal of, or premium, if any or interest on any debt security),
then, anything herein contained to the contrary notwithstanding, the Trustee
shall have full power and authority to receive such money and to apply the same
to the purposes for which they were received, and shall not be affected by any
notice to the contrary that may be received by it within two Business Days
prior to such date.

         The Trustee, subject to the provisions of Article Six of this
Indenture, shall be entitled to conclusively rely on the delivery to it of a
written notice by a Person representing himself to be a holder of Senior
Indebtedness of the Company, as the case may be (or a trustee on behalf of such
holder), to establish that such notice has been given by a holder of such
Senior Indebtedness or a trustee on behalf of any such holder or holders. In
the event that the Trustee determines in good faith that further evidence is
required with respect to the right of any Person as a holder of such Senior
Indebtedness to participate in any payment or distribution pursuant to this
Article Sixteen, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of such Senior
Indebtedness held by such Person, the extent to which such Person is entitled
to participate in such payment or distribution and any other facts pertinent to
the rights of such Person under this Article Sixteen, and, if such evidence is
not furnished, the Trustee may defer any payment to such Person pending
judicial determination as to the right of such Person to receive such payment.

         Section 16.7. Rights of the Trustee; Holders of Senior Indebtedness.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article Sixteen in respect of any Senior Indebtedness
at any time held by it, to the same extent as any other holder of Senior
Indebtedness, and nothing in this Indenture or any Additional Provisions shall
deprive the Trustee of any of its rights as such holder.

         With respect to the holders of Senior Indebtedness of the Company, the
Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Sixteen, and no
implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture or any Additional Provisions
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of such Senior Indebtedness and, subject to the provisions of
Article Six of this Indenture, the Trustee shall not be liable to any holder of
such Senior Indebtedness if it shall pay over or deliver to holders, the
Company or any other Person money or assets to which any holder of such Senior
Indebtedness shall be entitled by virtue of this Article Sixteen or otherwise.

         Nothing in this Article Sixteen shall apply to claims of, or payments
to, the Trustee under or pursuant to Section 6.7.

         Section 16.8. Subordination May Not Be Impaired.

         No right of any present or future holder of any Senior Indebtedness of
the Company to enforce subordination as herein provided shall at any time in
any way be prejudiced or impaired by any act or failure to act on the part of
the Company, as the case may be, or by any act or failure to act, in good
faith, by any holder of Securities, or by any noncompliance by the Company, as
the case may be, with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or otherwise
be charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness of the Company may, at any time and from
time to time, without the consent of or notice to the Trustee or the holders of
Securities, without incurring responsibility to the holders of Securities and
without impairing or releasing the subordination provided in this Article
Sixteen or the obligations hereunder of the holders of the Securities to the
holders of such Senior Indebtedness, do any one or more of the following: (i)
change the manner, place or terms of payment or extend the time of payment of,
or renew or alter, such Senior Indebtedness, or otherwise amend or supplement
in any manner such Senior Indebtedness or any instrument evidencing the same or
any agreement under which such Senior Indebtedness is outstanding; (ii) sell,
exchange, release or otherwise deal with any property pledged, mortgaged or
otherwise securing such Senior Indebtedness; (iii) release any Person liable in
any manner for the collection of such Senior Indebtedness; and (iv) exercise or
refrain from exercising any rights against the Company, as the case may be, and
any other Person.

                                   * * * * *



<PAGE>


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


                                                THE STANLEY WORKS


                                                By:
                                                   ---------------------------
                                                   Name:  Craig Douglas
                                                   Title: Vice President


                                                JPMORGAN CHASE BANK
                                                      as Trustee


                                                By:
                                                   --------------------------
                                                   Name:  James P. Freeman
                                                   Title: Vice President





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>6
<FILENAME>ny507760.txt
<DESCRIPTION>EX. 5.1 - CT OPINION
<TEXT>
                                                                Exhibit 5.1




                                                           November 5, 2003


The Stanley Works
1000 Stanley Drive
New Britain, CT 06053

Ladies and Gentlemen:

         I am the General Counsel of The Stanley Works, a Connecticut
corporation (the "Company"). I refer to the Registration Statement on Form S-3
(the "Registration Statement"), to be filed by the Company with the Securities
and Exchange Commission (the "Commission") on November 5, 2003 under the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to, among other things, the issuance and sale from time to time
pursuant to Rule 415 of the General Rules and Regulations promulgated under the
Act, of the following securities with an aggregate public offering price of up
to $900,000,000: (i) shares of common stock, par value $2.50 per share, of the
Company ("Common Stock"), (ii) shares of preferred stock, without par value, of
the Company (the "Preferred Stock") to be issued in one or more series, which
may also be issued in the form of depositary shares (the "Depositary Shares")
evidenced by depositary receipts pursuant to one or more deposit agreements
(each, a "Deposit Agreement") to be entered into between the Company and one or
more depositaries to be named, (iii) debt securities representing unsecured
obligations of the Company (the "Senior Debt Securities") to be issued pursuant
to a senior indenture, to be entered between the Company and JPMorgan Chase
Bank (the "Trustee") and subordinated debt securities ("Subordinated Debt
Securities" and, together with the Senior Debt Securities, the "Debt
Securities") to be issued pursuant to a subordinated indenture, to be entered
between the Company and the Trustee, (iv) warrants representing the right to
receive, upon exercise, Common Stock, Preferred Stock, Depositary Shares, Debt
Securities or securities of third parties or other rights, including rights to
receive payment in cash or securities based on the value, rate or price of one
or more specified commodities, currencies, securities or indices, or any
combination of the foregoing (collectively, the "Warrants"), which may be
issued pursuant to one or more warrant agreements (each, a "Warrant
Agreement"), proposed to be entered into with one or more warrant agents to be
named, (iv) the Company's stock purchase contracts obligating holders to
purchase Common Stock, Preferred Stock or Depositary Shares at a future date or
dates (the "Stock Purchase Contracts"), which may be issued pursuant to one or
more purchase contract agreements, (v) the Company's stock purchase units (the
"Stock Purchase Units"), each consisting of a Stock Purchase Contract and
either Debt Securities, Preferred Stock, Depositary Shares or debt obligations
of third parties, including U.S. Treasury securities, securing a holder's
obligation to purchase Common Stock, Preferred Stock or Depositary Shares under
the Stock Purchase Contracts, and (vi) such indeterminate number of shares of
Common Stock, Preferred Stock, Debt Securities or Depositary Shares as may be
issuable upon conversion, exchange, settlement or exercise of any Warrants,
Debt Securities, Preferred Stock, Depositary Shares, Stock Purchase Contracts
or Stock Purchase Units.

         This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Act.

         In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to my satisfaction, of (i) the Registration
Statement; (ii) the Restated Certificate of Incorporation of the Company, as
amended to date (the "Certificate of Incorporation"); (iii) the By-Laws of the
Company, as currently in effect (the "By-Laws"); (iv) a certified copy of
certain resolutions of the Board of Directors of the Company relating to the
issuance and sale of the Securities and related matters, (v) a specimen
certificate evidencing the Common Stock, (vi) the form of indenture relating to
the Senior Debt Securities to be executed by the Company and the Trustee and
filed as an exhibit to the Registration Statement, and (vii) the form of
indenture relating to the Subordinated Debt Securities to be executed by the
Company and the Trustee and filed as an exhibit to the Registration Statement.
I have also examined originals or copies, certified or otherwise identified to
my satisfaction, of such other documents, certificates and records as I have
deemed necessary or appropriate as a basis for the opinions set forth herein.

         In my examination, I have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to me as originals, the conformity to original documents of all
documents submitted to me as certified or photostatic copies and the
authenticity of the originals of such copies. In addition, I have assumed that
the terms of the Offered Preferred Stock (as defined below) will have been
established so as not to violate, conflict with or constitute a default under
(i) any agreement or instrument to which the Company or its respective property
is subject, (ii) any law, rule, or regulation to which the Company is subject,
(iii) any judicial or administrative order or decree of any governmental
authority or (iv) any consent, approval, license, authorization or validation
of, or filing, recording or registration with any governmental authority. I
have also assumed that (i) the stock certificates evidencing the Preferred
Stock to be issued will be in a form that complies with, and the terms of such
Preferred Stock will be duly established in accordance with, the Connecticut
Business Corporation Act, as amended (the "CBCA"), and (ii) the stock
certificate evidencing any Common Stock issued will conform to the specimen
certificate which I examined and will be duly executed and delivered.

         The opinions expressed herein are limited to the laws of the State of
Connecticut and I do not express any opinion herein concerning any other law.
The Senior Indenture and the Subordinated Indenture provide that they are
governed by the laws of the State of New York. To the extent that the opinion
expressed herein relates to matters governed by the laws of the State of New
York, I have relied, with their permission, as to all matters of New York law,
on the opinion of Skadden, Arps, Slate, Meagher & Flom LLP dated November 5,
2003, which is filed herewith as Exhibit 5.2 to the Registration Statement, and
my opinion is subject to the exceptions, qualifications and assumptions
contained in such opinion.

         Based on and subject to the foregoing and to the other qualifications
and limitations set forth herein, I am of the opinion that:

         1. Except as otherwise discussed in paragraph 3 below, with respect to
         the shares of Common Stock, when (i) the Registration Statement, as
         finally amended (including all necessary post-effective amendments),
         has become effective under the Act; (ii) an appropriate prospectus
         supplement with respect to the shares of Common Stock has been
         prepared, delivered and filed in compliance with the Act and the
         applicable rules and regulations thereunder; (iii) the issuance and
         sale of the shares of Common Stock have been duly established by all
         necessary corporate action in conformity with the Certificate of
         Incorporation and the By-Laws; (iv) if the shares of Common Stock are
         to be sold pursuant to a firm commitment underwritten offering, the
         underwriting agreement with respect to the shares of Common Stock has
         been duly authorized, executed and delivered by the Company and the
         other parties thereto; and (v) certificates representing the shares of
         Common Stock have been duly executed and delivered by the proper
         officers of the Company to the purchasers thereof against payment of
         the agreed-upon consideration therefor in the manner contemplated in
         the Registration Statement or any prospectus supplement or term sheet
         relating thereto, the shares of Common Stock, when issued and sold in
         accordance with the applicable underwriting agreement or any other
         duly authorized, executed and delivered applicable purchase agreement,
         will be duly authorized, legally issued, fully paid and nonassessable,
         provided that the consideration therefor is not less than the par
         value thereof. In rendering the opinion set forth in this paragraph 1,
         I have assumed that, at the time of issuance of any Common Stock, the
         Certificate of Incorporation, the By-Laws and the CBCA shall not have
         been amended so as to affect the validity of such issuance.

         2. Except as otherwise discussed in paragraph 4 below, with respect to
         the shares of any series of Preferred Stock (the "Offered Preferred
         Stock"), when (i) the Registration Statement, as finally amended
         (including all necessary post-effective amendments), has become
         effective under the Act; (ii) an appropriate prospectus supplement
         with respect to the shares of the Offered Preferred Stock has been
         prepared, delivered and filed in compliance with the Act and the
         applicable rules and regulations thereunder; (iii) the terms of the
         Offered Preferred Stock and of their issuance and sale have been duly
         established by all necessary corporate action in conformity with the
         Certificate of Incorporation, including the Certificate of Amendment
         related to the Offered Preferred Stock (the "Certificate of
         Amendment"), and the By-Laws; (iv) the filing of the Certificate of
         Amendment with the Secretary of State of the State of Connecticut has
         duly occurred; (v) if the Offered Preferred Stock is to be sold
         pursuant to a firm commitment underwritten offering, the underwriting
         agreement with respect to the shares of the Offered Preferred Stock
         has been duly authorized, executed and delivered by the Company and
         the other parties thereto; and (vi) certificates representing the
         shares of the Offered Preferred Stock have been duly executed and
         delivered by the proper officers of the Company to the purchasers
         thereof against payment of the agreed-upon consideration therefor in
         the manner contemplated in the Registration Statement or any
         prospectus supplement or term sheet relating thereto, any Offered
         Preferred Stock, when issued and sold in accordance with the
         applicable underwriting agreement or any other duly authorized,
         executed and delivered applicable purchase agreement, will be duly
         authorized, legally issued, fully paid and nonassessable. In rendering
         the opinion set forth in this paragraph 2, I have assumed that, at the
         time of issuance of any Offered Preferred Stock, the Certificate of
         Incorporation, the By-Laws and the CBCA shall not have been amended so
         as to affect the validity of such issuance.

         3. With respect to Common Stock issuable upon the conversion,
         exchange, exercise or settlement of any Preferred Stock, Debt
         Securities, Warrants, Depositary Shares, Stock Purchase Contracts or
         Stock Purchase Units (together, the "Convertible Securities"), which
         are by their terms convertible into or exchangeable, exercisable or
         can be settled for shares of Common Stock, the shares of Common Stock
         issuable upon conversion, exchange, exercise or settlement of the
         Convertible Securities will be duly authorized, legally issued, fully
         paid and nonassessable, assuming the issuance of the Common Stock upon
         conversion, exchange, exercise or settlement of the Convertible
         Securities has been authorized by all necessary corporate action, that
         the Convertible Securities have been converted, exchanged, exercised
         or settled in accordance with their terms and that the certificates
         evidencing such shares of Common Stock are duly executed and
         delivered. In rendering the opinion set forth in this paragraph 3, I
         have assumed that, at the time of issuance of any shares of Common
         Stock upon conversion, exchange, exercise or settlement of the
         Convertible Securities, the Certificate of Incorporation, the By-Laws
         and the CBCA shall not have been amended so as to affect the validity
         of such issuance.

         4. With respect to Preferred Stock issuable upon the conversion,
         exchange, exercise or settlement of any Convertible Securities, which
         are by their terms convertible into or exchangeable, exercisable or
         can be settled for shares of Preferred Stock, the shares of Preferred
         Stock issuable upon conversion, exchange, exercise or settlement of
         the Convertible Securities will be duly authorized, legally issued,
         fully paid and nonassessable, assuming the issuance of the Preferred
         Stock upon conversion, exchange, exercise or settlement of the
         Convertible Securities has been authorized by all necessary corporate
         action, that the Convertible Securities have been converted,
         exchanged, exercised or settled in accordance with their terms and
         that the certificates evidencing such shares of Preferred Stock are
         duly executed and delivered. In rendering the opinion set forth in
         this paragraph 4, I have assumed that, at the time of issuance of any
         shares of Preferred Stock upon conversion, exchange, exercise or
         settlement of the Convertible Securities, the Certificate of
         Incorporation, the By-Laws and the CBCA shall not have been amended so
         as to affect the validity of such issuance.

         5. With respect to the Depositary Shares, when (a) the Registration
         Statement becomes effective under the Securities Act, (b) the Deposit
         Agreement relating to the Depositary Shares has been duly authorized,
         executed and delivered and the Depositary Shares have been duly
         authorized by the Board of Directors of the Company, (c) the terms of
         the Depositary Shares and of their issuance and sale have been duly
         established in conformity with the Charter, the Bylaws and the Deposit
         Agreement, and provided that such terms, when established, do not
         violate any applicable law or result in a default under or breach of
         any agreement or instrument binding upon the Company and comply with
         any requirement or restriction imposed by any court or governmental
         body having jurisdiction over the Company, and (d) the Depositary
         Shares have been duly issued and sold as contemplated by the
         Registration Statement and consideration therefor has been received by
         the Company, or upon the conversion, exchange or exercise of any other
         Security in accordance with the terms of such Security or the
         instrument governing such Security providing for such conversion,
         exchange or exercise, the Depositary Shares will be duly authorized.

         6. With respect to the Debt Securities, when (a) the Registration
         Statement becomes effective under the Securities Act, (b) the
         Indenture relating to the Debt Securities has been duly authorized,
         executed and delivered and the Debt Securities have been duly
         authorized by the Board of Directors of the Company, (c) the terms of
         the Debt Securities and of their issuance have been duly established
         in conformity with the Charter, the Bylaws and the Indenture, and
         provided that such terms, when established, do not violate any
         applicable law or result in a default under or breach of any agreement
         or instrument binding upon the Company and comply with any requirement
         or restriction imposed by any court or governmental body having
         jurisdiction over the Company, and (d) the Debt Securities have been
         duly executed and countersigned in accordance with the Indenture and
         duly issued and sold as contemplated by the Registration Statement and
         consideration therefor has been received by the Company, or upon the
         conversion, exchange or exercise of any other Security in accordance
         with the terms of such Security or the instrument governing such
         Security providing for such conversion, exchange or exercise, the Debt
         Securities will be duly authorized.

         7. With respect to the Warrants, when (a) the Registration Statement
         has become effective under the Securities Act, (b) a Warrant Agreement
         relating to the Warrants has been duly authorized, executed and
         delivered and the Warrants and the securities of the Company into
         which the Warrants are exercisable have been duly authorized by the
         Board of Directors of the Company, (c) the terms of the Warrants and
         of their issuance and sale have been duly established in conformity
         with the Charter, the Bylaws and the Warrant Agreement, and provided
         that such terms, when established, do not violate any applicable law
         or result in a default under or breach of any agreement or instrument
         binding upon the Company and comply with any requirement or
         restriction imposed by any court or governmental body having
         jurisdiction over the Company, and (d) the Warrants have been duly
         executed and countersigned in accordance with the Warrant Agreement
         and duly issued and sold as contemplated by the Registration Statement
         and consideration therefor has been received by the Company, the
         Warrants will be duly authorized.

         8. With respect to the Stock Purchase Contracts when (a) the
         Registration Statement has become effective under the Securities Act,
         (b) a Stock Purchase Contract agreement relating to the Stock Purchase
         Contracts (the "Purchase Contract Agreement") has been duly
         authorized, executed and delivered and the Stock Purchase Contracts
         have been duly authorized by the Board of Directors of the Company,
         (c) the terms of the Stock Purchase Contracts and of their issuance
         and sale have been duly established in conformity with the Charter,
         the Bylaws and the Purchase Contract Agreement, and provided that such
         terms, when established, do not violate any applicable law or result
         in a default under or breach of any agreement or instrument binding
         upon the Company and comply with any requirement or restriction
         imposed by any court or governmental body having jurisdiction over the
         Company, and (d) the Stock Purchase Contracts have been duly executed
         and countersigned in accordance with the Purchase Contract Agreement
         and duly issued and sold as contemplated by the Registration Statement
         and consideration therefor has been received by the Company, the Stock
         Purchase Contracts will be duly authorized.

         9. With respect to the Stock Purchase Units when (a) the Registration
         Statement has become effective under the Securities Act, (b) the terms
         of the collateral arrangements, if any, relating to the Stock Purchase
         Units (the "Collateral Arrangements") has been duly authorized,
         executed and delivered and the Stock Purchase Units have been duly
         authorized by the Board of Directors of the Company, (c) the terms of
         the Stock Purchase Units and of their issuance and sale have been duly
         established in conformity with the Charter, the Bylaws and the
         Collateral Arrangements, if any, and provided that such terms, when
         established, do not violate any applicable law or result in a default
         under or breach of any agreement or instrument binding upon the
         Company and comply with any requirement or restriction imposed by any
         court or governmental body having jurisdiction over the Company, and
         (d) the Stock Purchase Units have been duly executed and countersigned
         in accordance with the Collateral Arrangements, if any, and duly
         issued and sold as contemplated by the Registration Statement and
         consideration therefor has been received by the Company, the Stock
         Purchase Units will be duly authorized.

         I hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement. I also hereby consent to the use of
my name under the heading "Legal Matters" in the prospectus which forms a part
of the Registration Statement. In giving this consent, I do not thereby admit
that I am within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless otherwise
expressly stated, and I disclaim any undertaking to advise you of any
subsequent changes in the facts stated or assumed herein or of any subsequent
changes in applicable law.


                                                        Very truly yours,

                                                        /s/ Bruce H. Beatt
                                                        -------------------
                                                        Bruce H. Beatt,
                                                        General Counsel




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>7
<FILENAME>s509860.txt
<DESCRIPTION>EX. 5.2 - OPINION
<TEXT>
                                                                   Exhibit 5.2


                                                              November 5, 2003

The Stanley Works
1000 Stanley Drive
New Britain, CT 06053

                  Re:  The Stanley Works - Registration Statement on Form S-3

Ladies and Gentlemen:

         We have acted as special counsel to The Stanley Works, a Connecticut
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-3 (the "Registration Statement"), to be filed
by the Company with the Securities and Exchange Commission (the "Commission")
on the date hereof under the Securities Act of 1933, as amended (the "Act").
The Registration Statement relates to, among other things, the issuance and
sale from time to time pursuant to Rule 415 of the General Rules and
Regulations promulgated under the Act, of securities of the Company for
aggregate proceeds of up to $900,000,000, consisting of, among other things,
senior debt securities (the "Senior Debt Securities") and subordinated debt
securities (the "Subordinated Debt Securities" and, together with the Senior
Debt Securities, the "Debt Securities"). The Senior Debt Securities and the
Subordinated Debt Securities are to be issued under the Senior Indenture and
the Subordinated Indenture, respectively, a form of each of which is filed as
an exhibit to the Registration Statement (collectively, the "Indentures").

         This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.

         In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement; (ii) a form of Senior Indenture; and (iii) a form of
Subordinated Indenture. We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Company
and such agreements, certificates of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates and records as we have deemed necessary or appropriate
as a basis for the opinions set forth herein.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of executed documents or documents to be executed, we have assumed
that the parties thereto, including the Company, had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and,
except as to the Company with respect to the Debt Securities as to which we
express our opinion herein, the validity and binding effect on such parties.
We have also assumed that (i) the Company has been duly organized and is
validly existing in good standing under the laws of the state of Connecticut
and that the Company has complied and will comply with all aspects of
applicable laws of jurisdictions other than the United States of America and
the State of New York in connection with the transactions contemplated by the
Indentures and the Registration Statement, (ii) the Indentures will be
executed and delivered in substantially the forms reviewed by us, (iii) the
choice of New York law to govern the Indentures is a valid and legal
provision, and (iv) the Indentures will be duly authorized, executed and
delivered by the respective trustees thereunder and any Debt Securities that
may be issued will be duly authenticated in accordance with the applicable
Indentures. As to any facts material to the opinions expressed herein which we
have not independently established or verified, we have relied upon statements
and representations of officers and other representatives of the Company and
others.

         Our opinions set forth herein are limited to the laws of the State of
New York which are normally applicable to transactions of the type
contemplated by the Registration Statement and, to the extent that judicial or
regulatory orders or decrees or consents, approvals, licenses, authorizations,
validations, filings, recordings or registrations with governmental
authorities are relevant, to those required under such laws (all of the
foregoing being referred to as "Opined on Law"). We do not express any opinion
with respect to the law of any jurisdiction other than Opined on Law or as to
the effect of any such non opined law on the opinions herein stated. The Debt
Securities may be issued from time to time on a delayed or continuous basis,
and this opinion is limited to the laws, including the rules and regulations
under the Act, as in effect on the date hereof.

         Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when (i) if the Debt Securities are to be sold pursuant to a firm
commitment underwritten offering, an underwriting agreement with respect to
the Debt Securities has been duly authorized, executed and delivered by the
Company and the other parties thereto; (ii) the terms of the Debt Securities
and of their issuance and sale have been duly established in conformity with
the applicable Indenture so as not to violate any applicable law, or result in
a default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed by any
court or governmental body having jurisdiction over the Company; and (iii) the
Debt Securities have been duly executed and authenticated in accordance with
the provisions of the applicable Indenture and duly delivered to the
purchasers thereof upon payment of the agreed-upon consideration therefor, the
Debt Securities, when issued and sold in accordance with the applicable
Indenture and the applicable underwriting agreement, if any, or any other duly
authorized, executed and delivered valid and binding purchase or agency
agreement, will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms, except to the
extent that enforcement thereof may be limited by (a) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, (b) general
principles of equity (regardless of whether enforceability is considered in a
proceeding at law or in equity), (c) public policy considerations which may
limit the rights of the parties to obtain further remedies, and (d) the
waivers of any usury defense contained in the Indentures which may be
unenforceable.

         In rendering the opinions set forth above, we have assumed that the
execution and delivery by the Company of the Indentures and the performance by
the Company of its obligations thereunder do not and will not violate,
conflict with or constitute a default under any agreement or instrument to
which the Company or its properties is subject, except for those agreements
and instruments that are listed in Part II of the Registration Statement or
the Company's Annual Report on Form 10-K for the year ended December 28, 2002.

         Bruce H. Beatt, General Counsel of the Company, may rely on this
opinion, subject to the limitations and assumptions set forth in this opinion,
as if it were addressed to him in rendering his opinion dated November 5,
2003, which is to be filed herewith as Exhibit 5.1 to the Registration
Statement.

         We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. We also consent to the reference
to our firm under the caption "Legal Matters" in the Registration Statement.
In giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission. This opinion is expressed as of
the date hereof unless otherwise expressly stated, and we disclaim any
undertaking to advise you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable law.


                                  Very truly yours,


                                  /s/ Skadden, Arps, Slate, Meagher & Flom LLP


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>8
<FILENAME>ny470771.txt
<DESCRIPTION>EX. 12.1 - RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>
                                                              Exhibit 12.1

                               The Stanley Works
               Computation of Ratio of Earnings to Fixed Charges
                      (Unaudited, in millions of dollars)

The ratio of earnings to fixed charges is computed by dividing earnings by
fixed charges. For this ratio, earnings include net income before income taxes
and fixed charges, net of capitalized interest. Fixed charges include gross
interest expense, whether expensed or capitalized.

<TABLE>
<CAPTION>
                                                                   Twelve Months                                Nine Months
                                                  -----------------------------------------------------    -------------------
                                                  Jan 2     Jan 1       Dec 30      Dec 29      Dec 28     Sep 28      Sep 27
                                                  1999       2000        2000         2001       2002       2002        2003
                                                  ------    ------      -------     -------     -------    -------     -------
<S>                                                <C>        <C>         <C>          <C>         <C>       <C>         <C>

Total fixed charges                                $45.8     $47.3       $44.9        $44.9    $ 40.7       $29.2      $ 30.7
                                                  ======    ======      =======     =======     =======    =======     =======
Net before income taxes                           $215.4    $230.8      $293.7       $236.7    $272.5      $247.3      $104.2

Add:          Fixed charges                         45.8      47.3        49.9         44.8      40.7        29.2        30.7
              Amortization of interest
                capitalized in prior periods         0.2       0.2         0.1           -         -          -            -

Deduct:       Capitalized interest                   -         -             -         (0.1)       -          -            -
                                                  ------    ------      -------     -------     -------    -------     -------
Earnings before taxes and fixed charges           $261.4    $278.3      $343.7       $281.4     $313.2     $276.5      $134.9
                                                  ======    ======      =======     =======     =======    =======     =======
Ratio of earnings to fixed charges                 5.71       5.88        6.89         6.27        7.70      9.47        4.39
                                                  ------    ------      -------     -------     -------    -------     -------
</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>9
<FILENAME>ny470780.txt
<DESCRIPTION>EX. 23.1 - AUDITORS' CONSENT
<TEXT>

                                                                EXHIBIT 23.1

                        Consent of Independent Auditors

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-00000) and related prospectus of The
Stanley Works (the "Company") for the registration of up to $900,000,000 of one
or more securities of the Company including, without limitation, debt
securities, preferred stock, common stock, warrants, depositary shares, stock
purchase contracts and stock purchase units and to the incorporation by
reference therein of our report dated March 21, 2003, with respect to the
consolidated financial statements and schedule of the Company included in its
Annual Report (Form 10-K) for the year ended December 28, 2002, filed with the
Securities and Exchange Commission.


                                                      /s/ Ernst & Young LLP

Hartford, Connecticut
November 3, 2003

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>10
<FILENAME>s505575.txt
<DESCRIPTION>EX. 24.1 - POWER OF ATTORNEY
<TEXT>
                                                                  Exhibit 24.1


                               POWER OF ATTORNEY


         Each person whose signature appears below hereby constitutes and
appoints Bruce H. Beatt, his true and lawful attorney-in-fact and agent with
full power of substitution and resubstitution, for him in his name, place and
stead, in any and all capacities, to execute a registration statement on Form
S-3 relating to the registration of up to $900,000,000 of one or more series
of securities including, without limitation, debt securities, preferred stock,
common stock, warrants, depositary shares, stock purchase contracts and stock
purchase units of The Stanley Works, a Connecticut corporation, and to sign
any and all amendments and supplements to such registration statement,
including post-effective amendments, and any additional registration statement
pursuant to Rule 462(b) under the Securities Act of 1933 and other instruments
necessary or appropriate in connection therewith, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorney-in-fact
and agent, full power and authority to do and perform each and every act and
thing requisite and necessary or desirable to be done, and to take or cause to
be taken any and all such further actions in connection with such registration
statement as such attorney-in-fact and agent, in his sole discretion, deems
necessary or appropriate, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.

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


<TABLE>
<CAPTION>

      Signature                               Title                                  Date
      ---------                               -----                                  ----


<S>                              <C>                                             <C>
/s/ John M. Trani                Chairman, Chief Executive Officer and           October 14, 2003
- ------------------------         Director (Principal Executive Officer)
John M. Trani


/s/ James M. Loree               Executive Vice President and Chief              October 14, 2003
- ------------------------         Financial Officer (Principal Financial
James M. Loree                   Officer)


/s/ Donald Allan Jr.             Vice President and Controller (Principal        October 21, 2003
- ------------------------         Accounting Officer)
Donald Allan Jr.


/s/ John G. Breen                Director                                        October 14, 2003
- ------------------------
John G. Breen


- -------------------------        Director                                        October    , 2003
 Robert G. Britz


/s/ Stillman B. Brown            Director                                        October 14, 2003
- ------------------------
Stillman B. Brown


- -------------------------        Director                                        October    , 2003
Virgis W. Colbert


/s/ Emmanuel A. Kampouris        Director                                        October 14, 2003
- -------------------------
Emmanuel A. Kampouris


/s/ Eileen S. Kraus              Director                                        October 14, 2003
- ------------------------
Eileen S. Kraus


/s/ John D. Opie                 Director                                        October 14, 2003
- ------------------------
John D. Opie


/s/ Derek V. Smith               Director                                        October 14, 2003
- ------------------------
Derek V. Smith


/s/ Kathryn D. Wriston           Director                                        October 14, 2003
- ------------------------
Kathryn D. Wriston
</TABLE>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>11
<FILENAME>standeb25.txt
<DESCRIPTION>EX. 25.1 - FORM T-1 SENIOR INDENTURE
<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) ________
                   ________________________________________

                              JPMORGAN CHASE BANK
              (Exact name of trustee as specified in its charter)

New York                                                           13-4994650
(State of incorporation                                      (I.R.S. employer
if not a national bank)                                   identification No.)

270 Park Avenue
New York, New York                                                     10017
(Address of principal executive offices)                           (Zip Code)

                              William H. McDavid
                                General Counsel
                                270 Park Avenue
                           New York, New York 10017
                              Tel: (212) 270-2611
           (Name, address and telephone number of agent for service)
                 ____________________________________________

                               THE STANLEY WORKS
              (Exact name of obligor as specified in its charter)

CONNECTICUT                                                         06-0548860
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                              identification No.)


100 Stanley Drive
New Britain, Connecticut                                                 06053
(Address of principal executive offices)                             (Zip Code)



                         Debt Securities and Warrants
                      (Title of the indenture securities)

      ___________________________________________________________________


<PAGE>


                                    GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

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

             New York State Banking Department, State House, Albany, New York
             12110.

             Board of Governors of the Federal Reserve System, Washington,
             D.C., 20551

             Federal Reserve Bank of New York, District No. 2, 33 Liberty
             Street, New York, N.Y.

             Federal Deposit Insurance Corporation, Washington, D.C., 20429.


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

             Yes.

Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any Guarantor is an affiliate of the trustee,
describe each such affiliation.

         None.

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

         1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with registration Statement No.
333-76894, which is incorporated by reference.)

         2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

         3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

         4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76894, which
is incorporated by reference.)

         5. Not applicable.

         6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty
Trust Company of New York, the surviving corporation was renamed JPMorgan
Chase Bank.

         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
(see Exhibit 7 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

         8. Not applicable.

         9. Not applicable.

                                   SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of New York and State of New York, on the 29th day of October,
2003.


                                              JPMORGAN CHASE BANK


                                          By /s/ James P. Freeman
                                             -----------------------------
                                                 James P. Freeman
                                                 Authorized Officer

<PAGE>


Item 16. List of Exhibits

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

         1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with registration Statement No.
333-76894, which is incorporated by reference.)

         2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

         3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

         4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 file din connection with Registration Statement No. 333-76894, which
is incorporated by reference.)

         5. Not applicable.

         6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty
Trust Company of New York, the surviving corporation was renamed JPMorgan
Chase Bank.

         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
(see exhibit 7 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

         8. Not applicable.

         9. Not applicable.

                                   SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of New York and State of New York, on the 29th day of October,
2003.


                                              JPMORGAN CHASE BANK


                                          By /s/ James P. Freeman
                                             -----------------------------
                                                 James P. Freeman
                                                 Authorized Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>12
<FILENAME>debtex7.txt
<DESCRIPTION>EX. 25.1.7 (EXHIBIT 7 TO FORM T-1 TO EX. 25.1)
<TEXT>

                             Exhibit 7 to Form T-1


                               Bank Call Notice

                            RESERVE DISTRICT NO. 2
                      CONSOLIDATED REPORT OF CONDITION OF

                              JPMorgan Chase Bank
                 of 270 Park Avenue, New York, New York 10017
                    and Foreign and Domestic Subsidiaries,
                    a member of the Federal Reserve System,

                    at the close of business June 30, 2003,
                 in accordance with a call made by the Federal
                 Reserve Bank of this District pursuant to the
                    provisions of the Federal Reserve Act.


                                                               Dollar Amounts
                  ASSETS                                        in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ........................................... $ 22,657
     Interest-bearing balances ...................................   10,600
Securities:
Held to maturity securities.......................................      268
Available for sale securities.....................................   76,771
Federal funds sold and securities purchased under
agreements to resell .............................................
     Federal funds sold in domestic offices.......................    3,844
     Securities purchased under agreements to resell .............   86,290
Loans and lease financing receivables:
     Loans and leases held for sale...............................   31,108
     Loans and leases, net of unearned income .................... $166,046
     Less: Allowance for loan and lease losses ...................    3,735
     Loans and leases, net of unearned income and allowance.......  162,311
Trading Assets....................................................  186,546
Premises and fixed assets (including capitalized leases)..........    6,142
Other real estate owned...........................................      133
Investments in unconsolidated subsidiaries and
     associated companies.........................................      696
Customers' liability to this bank on acceptances outstanding......      225
Intangible assets
        Goodwill..................................................    2,201
        Other Intangible assets...................................    3,058
Other assets......................................................   68,983
TOTAL ASSETS ..................................................... $661,833
                                                                   ========

                                  LIABILITIES
Deposits
     In domestic offices ........................................  $189,571
     Noninterest-bearing ........................................  $ 82,747
     Interest-bearing ...........................................   106,824
     In foreign offices, Edge and Agreement subsidiaries
        and IBF's ...............................................   125,990
     Noninterest-bearing.........................................  $  6,025
     Interest-bearing ...........................................   119,965

Federal funds purchased and securities sold
under agreements to repurchase:
     Federal funds purchased in domestic offices.................     4,978
     Securities sold under agreements to repurchase..............   114,181
Trading liabilities .............................................   129,299
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases)...................    10,186
Bank's liability on acceptances executed and outstanding.........       225
Subordinated notes and debentures ...............................     8,202
Other liabilities ...............................................    41,452
TOTAL LIABILITIES ...............................................   624,084
Minority Interest in consolidated subsidiaries...................       104

                                EQUITY CAPITAL

Perpetual preferred stock and related surplus....................         0
Common stock ....................................................     1,785
Surplus (exclude all surplus related to preferred stock).........    16,304
Retained earnings................................................    18,426
Accumulated other comprehensive income...........................     1,130
Other equity capital components..................................         0
TOTAL EQUITY CAPITAL ............................................    37,645
                                                                   --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL           $661,833
                                                                   ========

I, Joseph L. Sclafani, E.V.P. & Controller of the
above-named bank, do hereby declare that this
Report of Condition has been prepared in
conformance with the instructions issued by the
appropriate Federal regulatory authority and is
true to the best of my knowledge and belief.

                                JOSEPH L. SCLAFANI

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 in- structions
issued by the appropriate Federal regulatory
authority and is true and correct.



                                              WILLIAM B. HARRISON, JR.)
                                              HANS W. BECHERER        )
                                              FRANK A. BENNACK, JR.   )


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>13
<FILENAME>subex25.txt
<DESCRIPTION>EX. 25.2 - FORM T-1 SUBORDINATED INDENTURE
<TEXT>
                                                                  Exhibit 25.2

___________________________________________________________________________

                      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) ________
                   ________________________________________

                              JPMORGAN CHASE BANK
              (Exact name of trustee as specified in its charter)

New York                                                            13-4994650
(State of incorporation                                       (I.R.S. employer
if not a national bank)                                    identification No.)

270 Park Avenue
New York, New York                                                       10017
(Address of principal executive offices)                            (Zip Code)

                              William H. McDavid
                                General Counsel
                                270 Park Avenue
                           New York, New York 10017
                              Tel: (212) 270-2611
           (Name, address and telephone number of agent for service)
                 ____________________________________________

                               THE STANLEY WORKS
              (Exact name of obligor as specified in its charter)

CONNECTICUT                                                         06-0548860
(State or other jurisdiction of                               (I.R.S. employer
incorporation or organization)                             identification No.)




100 Stanley Drive
New Britain, Connecticut                                                 06053
(Address of principal executive offices)                            (Zip Code)



                   Subordinated Debt Securities and Warrants
                      (Title of the indenture securities)


 ___________________________________________________________________________

<PAGE>

                                    GENERAL

Item 1.  General Information.

         Furnish the following information as to the trustee:

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

             New York State Banking Department, State House, Albany, New York
             12110.

             Board of Governors of the Federal Reserve System, Washington,
             D.C., 20551

             Federal Reserve Bank of New York, District No. 2, 33 Liberty
             Street, New York, N.Y.

             Federal Deposit Insurance Corporation, Washington, D.C., 20429.

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

             Yes.

Item 2.  Affiliations with the Obligor and Guarantors.

         If the obligor or any Guarantor is an affiliate of the trustee,
describe each such affiliation.

         None.

<PAGE>

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

         1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with registration Statement No.
333-76894, which is incorporated by reference.)

         2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

         3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

         4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-76894, which
is incorporated by reference.)

         5. Not applicable.

         6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty
Trust Company of New York, the surviving corporation was renamed JPMorgan
Chase Bank.

         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
(see Exhibit 7 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

         8. Not applicable.

         9. Not applicable.

                                  SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of New York and State of New York, on the 29th day of October,
2003.


                                          JPMORGAN CHASE BANK


                                          By   /s/ James P. Freeman
                                               -----------------------------
                                               James P. Freeman
                                               Authorized Officer


<PAGE>

Item 16. List of Exhibits

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

         1. A copy of the Restated Organization Certificate of the Trustee
dated March 25, 1997 and the Certificate of Amendment dated October 22, 2001
(see Exhibit 1 to Form T-1 filed in connection with registration Statement No.
333-76894, which is incorporated by reference.)

         2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference). On November 11,
2001 in connection with the merger of The Chase Manhattan Bank and Morgan
Guaranty Trust Company of New York, the surviving corporation was renamed
JPMorgan Chase Bank.

         3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

         4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 file din connection with Registration Statement No. 333-76894, which
is incorporated by reference.)

         5. Not applicable.

         6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference). On November 11, 2001, in
connection with the merger of The Chase Manhattan Bank and Morgan Guaranty
Trust Company of New York, the surviving corporation was renamed JPMorgan
Chase Bank.

         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
(see exhibit 7 to Form T-1 filed in connection with Registration Statement No.
333-76894, which is incorporated by reference.)

         8. Not applicable.

         9. Not applicable.

                                   SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, JPMorgan Chase Bank, a corporation organized and existing under the
laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all
in the City of New York and State of New York, on the 29th day of October,
2003.

                                                 JPMORGAN CHASE BANK


                                                 By  /s/ James P. Freeman
                                                     -------------------------
                                                     James P. Freeman
                                                     Authorized Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>14
<FILENAME>stanex7.txt
<DESCRIPTION>EX. 25.2.7 (EX.  TO FORM T-1 TO EX. 25.2)
<TEXT>
                             Exhibit 7 to Form T-1


                               Bank Call Notice

                            RESERVE DISTRICT NO. 2
                      CONSOLIDATED REPORT OF CONDITION OF

                              JPMorgan Chase Bank
                 of 270 Park Avenue, New York, New York 10017
                    and Foreign and Domestic Subsidiaries,
                    a member of the Federal Reserve System,

                    at the close of business June 30, 2003,
                 in accordance with a call made by the Federal
                 Reserve Bank of this District pursuant to the
                    provisions of the Federal Reserve Act.


                                                               Dollar Amounts
                  ASSETS                                        in Millions


Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin ........................................... $ 22,657
     Interest-bearing balances ...................................   10,600
Securities:
Held to maturity securities.......................................      268
Available for sale securities.....................................   76,771
Federal funds sold and securities purchased under
agreements to resell .............................................
     Federal funds sold in domestic offices ......................    3,844
     Securities purchased under agreements to resell..............   86,290
Loans and lease financing receivables:
     Loans and leases held for sale...............................   31,108
     Loans and leases, net of unearned income..................... $166,046
     Less: Allowance for loan and lease losses....................    3,735
     Loans and leases, net of unearned income and allowance.......  162,311
Trading Assets....................................................  186,546
Premises and fixed assets (including capitalized leases)..........    6,142
Other real estate owned...........................................      133
Investments in unconsolidated subsidiaries and
     associated companies.........................................      696
Customers' liability to this bank on acceptances outstanding......      225
Intangible assets
        Goodwill..................................................    2,201
        Other Intangible assets...................................    3,058
Other assets......................................................   68,983
TOTAL ASSETS ..................................................... $661,833
                                                                   ========

                                  LIABILITIES
Deposits
     In domestic offices ........................................  $189,571
     Noninterest-bearing ........................................  $ 82,747
     Interest-bearing ...........................................   106,824
     In foreign offices, Edge and Agreement
        subsidiaries and IBF's ..................................   125,990
     Noninterest-bearing.........................................  $  6,025
     Interest-bearing ...........................................   119,965

Federal funds purchased and securities sold
under agreements to repurchase:
     Federal funds purchased in domestic offices.................     4,978
     Securities sold under agreements to repurchase..............   114,181
Trading liabilities .............................................   129,299
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases)...................    10,186
Bank's liability on acceptances executed and outstanding.........       225
Subordinated notes and debentures ...............................     8,202
Other liabilities ...............................................    41,452
TOTAL LIABILITIES ...............................................   624,084
Minority Interest in consolidated subsidiaries...................       104

                                EQUITY CAPITAL

Perpetual preferred stock and related surplus....................         0
Common stock ....................................................     1,785
Surplus  (exclude all surplus related to preferred stock)........    16,304
Retained earnings................................................    18,426
Accumulated other comprehensive income...........................     1,130
Other equity capital components..................................         0
TOTAL EQUITY CAPITAL ............................................    37,645
                                                                   --------
TOTAL LIABILITIES, MINORITY INTEREST, AND EQUITY CAPITAL           $661,833
                                                                   ========

I, Joseph L. Sclafani, E.V.P. & Controller of the
above-named bank, do hereby declare that this
Report of Condition has been prepared in
conformance with the instructions issued by the
appropriate Federal regulatory authority and is
true to the best of my knowledge and belief.

                                JOSEPH L. SCLAFANI

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 in- structions
issued by the appropriate Federal regulatory
authority and is true and correct.



                                              WILLIAM B. HARRISON, JR.)
                                              HANS W. BECHERER        )
                                              FRANK A. BENNACK, JR.   )


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
