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<SEC-DOCUMENT>0000950136-03-002327.txt : 20030922
<SEC-HEADER>0000950136-03-002327.hdr.sgml : 20030922
<ACCEPTANCE-DATETIME>20030922162325
ACCESSION NUMBER:		0000950136-03-002327
CONFORMED SUBMISSION TYPE:	S-3
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20030922

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CRANE CO /DE/
		CENTRAL INDEX KEY:			0000025445
		STANDARD INDUSTRIAL CLASSIFICATION:	MISCELLANEOUS FABRICATED METAL PRODUCTS [3490]
		IRS NUMBER:				131952290
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-109002
		FILM NUMBER:		03904452

	BUSINESS ADDRESS:	
		STREET 1:		CRANE CO.
		STREET 2:		100 FIRST STAMFORD PLACE
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06902
		BUSINESS PHONE:		203-363-7300

	MAIL ADDRESS:	
		STREET 1:		CRANE CO.
		STREET 2:		100 FIRST STAMFORD PLACE
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06902
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>file001.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 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

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

                                    CRANE CO.
             (Exact name of registrant as specified in its charter)

           DELAWARE                                            13-1952290
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

                            100 FIRST STAMFORD PLACE
                           STAMFORD, CONNECTICUT 06902
                                 (203) 363-7300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                               AUGUSTUS I. DUPONT
                   VICE PRESIDENT, GENERAL COUNSEL & SECRETARY
                                    CRANE CO.
                            100 FIRST STAMFORD PLACE
                           STAMFORD, CONNECTICUT 06902
                                 (203) 363-7300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this registration statement.

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

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

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

                                                        PROPOSED MAXIMUM     PROPOSED MAXIMUM
      TITLE OF EACH CLASS OF          AMOUNT TO BE       OFFERING PRICE          AGGREGATE            AMOUNT OF
   SECURITIES TO BE REGISTERED         REGISTERED           PER UNIT        OFFERING PRICE (1)  REGISTRATION FEE (2)
- ----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                     <C>              <C>                     <C>
         Debt Securities              $300,000,000            100%             $300,000,000            $24,270
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Estimated solely for the purpose of determining the registration fee in
     accordance with Rule 457(o). In no event will the aggregate initial
     offering price of all Debt Securities issued from time to time pursuant to
     this Registration Statement exceed $300,000,000. If any Debt Securities are
     issued at an original issue discount, then the offering price shall be in
     such greater principal amount as shall result in an aggregate initial
     offering price of up to $300,000,000, less the dollar amount of any Debt
     Securities previously issued hereunder.

(2)  On March 11, 1999, Crane Co. filed a Registration Statement on Form S-3
     (No. 333-74271) with respect to Debt Securities with an aggregate initial
     offering price of up to $250,000,000, and in connection therewith paid an
     aggregate filing fee of $69,500. Pursuant to Rule 457(p) under the
     Securities Act of 1933, $13,900 of such filing fee, which amount relates to
     the $50,000,000 in Debt Securities that remain unsold thereunder, is offset
     against the currently due filing fee.

<PAGE>

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


     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.
================================================================================


                                       2
<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                SUBJECT TO COMPLETION, DATED SEPTEMBER 22, 2003




PROSPECTUS

                                    CRANE CO.

                                  $300,000,000

                                 DEBT SECURITIES

         We will provide the specific terms of the securities in supplements to
this prospectus. You should read this prospectus and the related supplement
carefully before you invest.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

              The date of this Prospectus is _______________, 2003


<PAGE>


         You should rely only on the information contained or incorporated by
reference in this prospectus and in any accompanying prospectus. We have not
authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on
it. We are not making an offer to sell these securities in any jurisdiction
where the offer or sale is not permitted.

         You should not assume that the information contained in this
prospectus, any prospectus supplement or the documents incorporated by reference
is accurate as of any date other than the date on the front cover of this
prospectus, any prospectus supplement or those documents.

         As used in this prospectus, the terms "Crane", "we", "our", the
"Company", and "us" may, depending upon the context, refer to Crane Co., to one
or more of its consolidated subsidiaries or to all of them taken as a whole.



                                TABLE OF CONTENTS

                                                                           PAGE
                                                                           ----
About This Prospectus......................................................  2
Forward-Looking Information................................................  2
Where You Can Find More Information........................................  3
About Crane................................................................  3
Use of Proceeds............................................................  4
Consolidated Ratio of Earnings to Fixed Charges............................  4
Description of Debt Securities.............................................  4
Form, Exchange, Registration And Transfer.................................. 12
Payment And Paying Agents.................................................. 12
Plan of Distribution....................................................... 13
Legal Matters.............................................................. 14
Experts.................................................................... 14





<PAGE>



                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we have filed with
the SEC using a "shelf" registration process. Using this process, we may offer
the debt securities described in this prospectus in one or more offerings with a
total initial offering price of up to $300,000,000. This prospectus provides you
with a general description of the debt securities we may offer. Each time we
offer debt securities, we will provide a prospectus supplement and, if
applicable, a pricing supplement. The prospectus supplement and any pricing
supplement will describe the specific terms of that offering. The prospectus
supplement and any pricing supplement may also add to, update or change the
information contained in this prospectus. Please carefully read this prospectus,
the prospectus supplement and any pricing supplement, in addition to the
information contained in the documents we refer to under the heading "Where You
Can Find More Information."

                           FORWARD-LOOKING INFORMATION

     This prospectus contains information about us, some of which is
incorporated by reference from other documents. This information includes
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are statements other
than historical information or statements about our current condition. You can
identify forward-looking statements by the use of terms such as "believes,"
"contemplates," "expects," "may," "will," "could," "should," "would," or
"anticipates," other similar phrases, or the negatives of these terms.

     We have based the forward-looking statements relating to our operations on
our current expectations, estimates and projections about us and the markets we
serve. We caution you that these statements are not guarantees of future
performance and involve risks and uncertainties. In addition, we have based many
of these forward-looking statements on assumptions about future events that may
prove to be inaccurate. Accordingly, our actual outcomes and results may differ
materially from what we have expressed or forecast in the forward-looking
statements. Any differences could result from a variety of factors, including
the following:

     o    Fluctuations in domestic and international business cycles generally
          and in end markets for our products such as aerospace, transportation
          and petrochemical processing;

     o    Competitive pressures, including the need for technology improvement,
          successful new product development and introduction, continued cost
          reductions, and any inability to pass increased costs of raw materials
          to customers;

     o    Our ongoing need to attract and retain highly qualified personnel and
          key management;

     o    Our ability to successfully value and integrate acquisition
          candidates;

     o    Decline in demand for our products and services, including:

          o    aircraft products and repair services in our Aerospace segment;

          o    production of fiberglass reinforced panels by our Engineered
               Materials segment for truck trailers, recreational vehicles,
               industrial or building products;

          o    products from our Fluid Handling segment for the petroleum
               refining and petrochemical processing industries;

          o    products from our Controls segment that are utilized in the
               industrial machinery, oil and gas or heavy equipment industries;

          o    changes in demand for our domestic vending machine business and
               German-based coin validation machine business; and

          o    reductions in Congressional appropriations that affect defense
               spending.

     o    Economic instability, currency fluctuation and other risks of doing
          business outside of the U.S.;

     o    Delays in launching or supplying new products or an inability to
          achieve new product sales objectives, particularly in our domestic
          vending machine business;

     o    Increased price competition from larger competitors, particularly in
          our Fluid Handling segment;

                                       2
<PAGE>

     o    The ability of the United States government to terminate its
          contracts; and

     o    Adverse effects on our business and results of operations, as a whole,
          as a result of further increases in asbestos claims or the cost of
          defending and settling such claims.


                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and current reports and other information with
the SEC. You may access and read our SEC filings, including the complete
registration statement and all of the exhibits to it, through the SEC's Internet
site at www.sec.gov. This site contains reports, proxy and information
statements and other information regarding issuers that file electronically with
the SEC. You may also read and copy any document we file at the SEC's public
reference room located at 450 Fifth Street, N.W., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
room. Our filings are also available at the offices of the New York Stock
Exchange, 20 Broad Street, New York, NY 10005.

     As permitted by SEC rules, the registration statement contains exhibits and
other information that are not contained in this prospectus. Our descriptions in
this prospectus of the provisions of documents filed as exhibits to the
registration statement or otherwise filed with the SEC are only summaries of the
documents' material terms. If you want a complete description of the content of
the documents, you should obtain the documents yourself by following the
procedures described above.

     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you directly to those documents. The information incorporated by
reference is considered to be part of this prospectus. In addition, information
we file with the SEC in the future will automatically update and supersede
information contained in this prospectus and any accompanying prospectus
supplement. We incorporate by reference our Annual Report on Form 10-K for the
fiscal year ended December 31, 2002, our Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2003 and June 30, 2003 and our Current Reports
on Form 8-K filed January 23, 2003, April 16, 2003 (other than information filed
under Item 12, Results of Operations and Financial Condition, which is not
incorporated by reference), June 6, 2003 and August 29, 2003, and any future
filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 until we sell all of the securities we are
offering.

     You may request a free copy of these filings by writing or telephoning us
at the following address: Crane Co., 100 First Stamford Place, Stamford, CT
06902, Attention: Corporate Secretary; (203) 363-7300. Free copies that we send
you will exclude exhibits unless the exhibits are specifically incorporated by
reference into the documents requested.

                                   ABOUT CRANE

     We are a diversified manufacturer of engineered industrial products.

     Our strategy is to grow the earnings of niche businesses with high market
share, acquire companies that offer strategic fits with existing businesses,
aggressively pursue operational and strategic linkages among our businesses,
build an aggressive and committed management team whose interests are directly
aligned with those of the shareholders and maintain a focused, efficient
corporate structure.

     Our business consists of five segments.

     The Aerospace Segment has two business groups: aerospace and electronics.
Aerospace products include ELDEC's pressure, fuel flow and position sensors and
subsystems; ELDEC's aircraft electrical power components and subsystems;
Hydro-Aire's brake control systems; and coolant, lube and fuel pumps from Lear
Romec and Hydro-Aire. Electronic products include high-reliability power
supplies and custom microelectronics from Interpoint for aerospace, defense,
medical and other applications; power management products, electronic radio
frequency and microwave frequency components and subsystems from Signal
Technology Corporation for the defense, space and military communications
markets; and customized contract manufacturing services and products from
General Technology Corporation for military and defense applications.

     The Engineered Materials segment consists of Kemlite and Polyflon. Kemlite
manufactures fiberglass reinforced plastic panels for the truck trailer and
recreational vehicle markets, industrial markets and the commercial construction
industry. Polyflon manufactures microwave laminates and other specialty
components for wireless communication, magnetic resonance imaging, microwave and
radar system manufacturers.

     The Merchandising Systems segment is made up of two parts: Crane
Merchandising Systems which makes food, snack and beverage vending machines, and
National Rejectors Inc., GmbH which makes coin changers and validators in
Europe.

                                       3
<PAGE>

     The Fluid Handling segment manufactures and sells industrial valves and
actuators; provides valve testing, service and parts; manufactures and sells
pumps and water treatment systems; distributes pipe, valves and fittings; and
designs, manufactures and sells corrosion-resistant plastic-lined pipes and
fittings.

     The Controls segment includes Barksdale, a producer of ride-leveling,
air-suspension control valves for heavy trucks and trailers, as well as
pressure, temperature and level sensors used in a range of industrial machinery
and equipment and in the marine and mobile hydraulics markets. Azonix/Dynalco
manufactures electronic human-machine interface panels for harsh and hazardous
environments, such as oil rigs and platforms, and large engine monitoring and
diagnostic systems.

     Founded in 1855, Crane employs over 10,400 people in North America, Europe,
Asia and Australia. Crane is a Delaware corporation and has its principal
executive offices at 100 First Stamford Place, Stamford, CT 06902. Our telephone
number is (203) 363-7300.

                                 USE OF PROCEEDS

     We will use the net proceeds from the sale of the debt securities for our
general corporate purposes, which may include making additions to our working
capital; repaying indebtedness; making acquisitions; or for any other purposes
we describe in an accompanying prospectus supplement.

                 CONSOLIDATED RATIO OF EARNINGS TO FIXED CHARGES

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

                  Year ended                    Ratio of Earnings
                  December 31,                  To Fixed Charges
                  ------------                  ----------------
                  2002......................           2.00x
                  2001......................           6.22x
                  2000......................           8.59x
                  1999......................           6.01x
                  1998......................           7.26x


                  Six Months Ended              Ratio of Earnings
                  June 30,                      To Fixed Charges
                  ------------                  ----------------
                  2003......................           6.87x

     For the purpose of calculating the ratio of earnings to fixed charges, our
earnings consist of income before income taxes and fixed charges. Fixed charges
consist of interest expense and one-third of our rental expense, which
approximates the interest factor.

                         DESCRIPTION OF DEBT SECURITIES

     The debt securities will be either senior or subordinated debt securities.
This section summarizes terms of the debt securities that are common to all
series, the covenants of our company applicable to our senior debt securities
and the subordination provisions applicable to our subordinated debt securities.
Most of the financial terms and other specific terms of your debt securities are
described in the prospectus supplement attached to the front of this prospectus.
Those terms may vary from the terms described here. The prospectus supplement
may also describe special federal income tax consequences of the debt
securities.

     The debt securities are governed by documents called "indentures." The
indentures are contracts between us and a financial institution acting as the
trustee. The trustee has two main roles. First, the trustee can enforce your
rights against us if we default. There are some limitations on the extent to
which the trustee acts on your behalf, described on page 9 under "Events of
Default--Remedies If an Event of Default Occurs." Second, the trustee performs
administrative duties for us.

     Senior debt securities will be issued under an indenture between Crane and
The Bank of New York, as trustee, and subordinated debt securities will be
issued under an indenture between Crane and Lasalle Bank National Association,
as trustee. The indentures contain substantially the same terms, except for
certain covenants in the indenture for the senior debt securities and the
subordination provisions in the indenture for the subordinated debt securities.



                                       4
<PAGE>

     The indentures contain the full text of the matters described in this
section. The indentures and the debt securities are governed by New York law.
Copies of the indentures have been filed with the SEC and have been incorporated
by reference as exhibits to the registration statement. See "Where You Can Find
More Information" on page 3 for information on how to obtain a copy. The summary
that follows includes references to section numbers of the indentures so that
you can more easily locate these provisions.

     Because this section is a summary, it does not describe every aspect of the
debt securities. This summary is subject to and qualified in its entirety by
reference to all the provisions of the indentures, including definitions used in
the indentures. For example, in this section we use capitalized words to signify
defined terms that have been given special meaning in the indentures. We
describe the meaning in detail in the indentures. In the prospectus and
prospectus supplement, we summarize the meaning for only the more important
terms. Whenever we refer to sections or defined terms of the indentures in this
prospectus or in the prospectus supplement, those sections or defined terms are
incorporated by reference here or in the prospectus supplement. This summary
also is subject to and qualified by reference to the description of the
particular terms of your debt securities described in the prospectus supplement.

GENERAL

     We may offer the debt securities from time to time in as many distinct
series as we may choose. All debt securities will be direct, unsecured
obligations of ours. The senior debt securities will have the same rank as all
of our other unsecured and unsubordinated debt. The subordinated debt securities
will be subordinated to Senior Indebtedness as described in the "Subordination
Provisions" section on pages 7 and 8. Neither indenture limits the amount of
debt that we may issue under that indenture, nor does either indenture limit the
amount of other unsecured debt or securities that we or our subsidiaries may
issue.

     Our sources of payment for the debt securities are revenues from our
operations and investments, and cash distributions from our subsidiaries. Our
subsidiaries account for most of our consolidated assets and a significant
portion of our earnings. As a result, our ability to pay our obligations,
including our obligation to make payments on the debt securities, depends upon
our subsidiaries repaying investments and advances we have made to them and upon
the earnings of our subsidiaries and their distributing those earnings to us.
Our subsidiaries are separate and distinct legal entities and have no obligation
whatsoever to pay any amounts due on the debt securities or to make funds
available to us. Our subsidiaries' ability to pay dividends or make other
payments or advances to us will depend upon their operating results and will be
subject to applicable laws and contractual restrictions. The indentures do not
limit our subsidiaries' ability to enter into agreements that prohibit or
restrict dividends or other payments or advances to us.

     To the extent that we must rely on cash from our subsidiaries to pay
amounts due on the debt securities, the debt securities will be effectively
subordinated to all our subsidiaries' liabilities, including their trade
payables. This means that our subsidiaries must pay all their creditors in full
before their assets are available to pay holders of our debt securities. Even if
we are recognized as a creditor of our subsidiaries, our claim would be
subordinated to any security interests in their assets and also could be
subordinated to all other claims on their assets or earnings.

     The indentures and the debt securities do not contain any covenants or
other provisions designed to protect holders of the debt securities if we
participate in a highly leveraged transaction. The indentures and the debt
securities also do not contain provisions that give holders of the debt
securities the right to require us to repurchase their debt securities if our
credit ratings decline due to a takeover, recapitalization or similar
restructuring or otherwise.

     You should look in the prospectus supplement for the following terms of the
debt securities being offered:

     o    The title of the debt securities and whether such debt securities will
          be senior debt securities or subordinated debt securities;

     o    The total principal amount of such debt securities;

     o    The price at which such debt securities will be issued;

     o    The date or dates on which such debt securities will mature and the
          right, if any, to extend such date or dates;

     o    The annual rate or rates, if any, at which such debt securities will
          bear interest, and, if the interest rate is variable, the method of
          determining such rate;

     o    The date or dates from which such interest will accrue, the interest
          payment dates on which such interest will be payable or the manner of
          determination of such interest payment dates and the record dates for
          the determination of holders to whom interest is payable on any
          interest payment dates;

                                       5
<PAGE>

     o    Any redemption, repayment or sinking fund provision;

     o    The form of such debt securities, including whether we will issue the
          debt securities in individual certificates to each holder or in the
          form of temporary or permanent global securities held by a depositary
          on behalf of holders;

     o    If the amount of payments of principal of, premium, if any, or
          interest on the debt securities may be determined by reference to an
          index, the manner in which that amount will be determined; and

     o    Any other terms of the debt securities that will not conflict with the
          applicable indenture, including any changes or additions to the events
          of default or covenants described in this prospectus, and any terms
          which may be required by or advisable under applicable laws or
          regulations. (Section 2.3 and Section 4.1)

     Debt securities bearing no interest or interest at a rate that at the time
of issuance is below the prevailing market rate may be sold at a discount below
their stated principal amount. Special federal income tax and other special
considerations applicable to any discounted debt securities or to debt
securities issued at par which are treated as having been issued at a discount
for federal income tax purposes will be described in the applicable prospectus
supplement.

RESTRICTIVE COVENANTS

     We have agreed to two principal restrictions on our activities and the
activities of our Subsidiaries for the benefit only of holders of the senior
debt securities. The restrictive covenants summarized below will apply to each
series of senior debt securities as long as any of those senior debt securities
are outstanding, unless waived or amended, or the prospectus supplement states
otherwise.

     CAPITALIZED TERMS. Definitions of some of the important capitalized terms
used in this section can be found under "Certain Definitions Relating to our
Restrictive Covenants" on page 7.

     RESTRICTIONS ON LIENS. Some of our property may be subject to a mortgage or
other legal mechanism that gives some of our lenders preferential rights in that
property over other general creditors, including the direct holders of the
senior debt securities, if we fail to pay them back. These preferential rights
are called "Liens." We agree in the indenture for the senior debt securities
that, with certain exceptions described below, we will not, and we will not
permit any of our Subsidiaries to, become obligated on any new debt that is
secured by a Lien on any of our or our Subsidiaries' property, unless we or our
Subsidiary grant an equal or higher-ranking Lien on the same property to the
direct holders of the senior debt securities and, if we so determine, to the
holders of any of our other debt that ranks equally with the senior debt
securities. (Section 3.9)

     We do not need to comply with this restriction if the amount of all of our
and our Subsidiaries' debt that would be secured by Liens on our property or the
property of our Subsidiaries and all "Attributable Debt" as described under
"Restrictions on Sales and Leasebacks," below, that results from a Sale and
Leaseback Transaction involving our property or the property of our
Subsidiaries, is not more than 10% of our Consolidated Net Tangible Assets.

     When we calculate the limits imposed by this restriction, we can disregard
the following types of Liens:

     o    Liens on the property of any of our Subsidiaries, if those Liens are
          existing at the time the corporation becomes our Subsidiary;

     o    Liens on property existing at the time we acquire the property,
          including property we may acquire through a merger or similar
          transaction, or that we grant in order to purchase the property
          (sometimes called "purchase money mortgages");

     o    Intercompany Liens in favor of us or our wholly owned Subsidiaries;

     o    Liens in favor of federal or state governmental bodies or any other
          country or political subdivision of another country, that we may grant
          in order to assure our payments to such bodies that we owe by law or
          because of a contract we entered into;

     o    Liens that extend, renew or replace any of the Liens described above;

     o    Liens that arise in the ordinary course of business and that relate to
          amounts that are not yet due or that we are contesting in good faith;

     o    Liens that arise under worker's compensation laws or similar laws;

                                       6
<PAGE>

     o    Liens that arise from lawsuits that we are contesting in good faith,
          judgment Liens that are satisfied within 15 days after the imposition
          of the Lien becomes unappealable, and Liens incurred by us for the
          purpose of securing our discharge from a lawsuit;

     o    Liens in favor of a taxing authority for taxes that are not
          delinquent, that we can pay without penalty, or that we are contesting
          in good faith; and

     o    Other Liens that arise in the ordinary course of our business that are
          not incurred in connection with the creation of debt and that do not,
          in our opinion, impair the value of the assets encumbered by the
          Liens.

     We are permitted to have as much unsecured debt as we choose.

     RESTRICTIONS ON SALES AND LEASEBACKS. We agree that we will not and will
not permit our Subsidiaries to enter into any Sale and Leaseback Transaction
involving our property or the property of our Subsidiaries, unless we comply
with this restrictive covenant. A "Sale and Leaseback Transaction" generally is
an arrangement between us and a bank, insurance company or other lender or
investor where we lease a property which was or will be sold by us to that
lender or investor, other than a lease for a period of three years or less.
(Section 3.10)

     We can comply with this restrictive covenant in one of two ways:

     o    We will be in compliance if we could, at the time of the transaction,
          grant a Lien on the property to be leased in an amount equal to the
          Attributable Debt for the Sale and Leaseback Transaction without being
          required to grant an equal or higher-ranking Lien to the direct
          holders of the senior debt securities as described on page 6 under
          "Restrictions on Liens."

     o    We can also comply if the proceeds of the sale of the property are at
          least equal to its fair market value and within 90 days of the
          transaction we apply an amount equal to the proceeds either to
          purchase property or to retire senior debt securities, or any other
          debt that has a maturity of more than one year or is by its terms
          renewable or extendible beyond one year at our option.

     CERTAIN DEFINITIONS RELATING TO OUR RESTRICTIVE COVENANTS. Following are
summary definitions of some of the capitalized terms that are important in
understanding the restrictive covenants previously described.

     "Attributable Debt" means the total present value of the rental payments
during the remaining term of any lease associated with a Sale and Leaseback
Transaction. To determine that present value, we use a discount rate equal to
the average interest borne by all outstanding senior debt securities determined
on a weighted average basis and compounded semi-annually.

     "Consolidated Net Tangible Assets" is the total amount of assets after
subtracting all current liabilities and all trade names, trademarks, licenses,
patents, copyrights, goodwill, organizational costs and deferred charges, other
than prepaid items and tangible assets being amortized, as those amounts appear
on our most recent quarterly or annual consolidated balance sheet.

     "Subsidiary" means a corporation in which we and/or one or more of our
other Subsidiaries owns at least 50% of the voting stock, which means stock that
ordinarily permits its owners to vote for the election of directors. (Section
1.1)

SUBORDINATION PROVISIONS

     Under the indenture for the subordinated debt securities, payment of the
principal, interest and any premium on the subordinated debt securities will
generally be subordinated to the prior payment in full of all of our Senior
Indebtedness. (Section 12.1)

     "Senior Indebtedness" is defined as the principal of, premium, if any, and
interest on, and any other payment due pursuant to, any of the following,
whether outstanding on the date of the indenture for the subordinated debt
securities or incurred or created after that date:

     o    All our indebtedness for money borrowed;

     o    All our indebtedness evidenced by notes, debentures, bonds or other
          securities, including the senior debt securities;

     o    All our lease obligations that are capitalized on our books in
          accordance with generally accepted accounting principles;

                                       7
<PAGE>

     o    All indebtedness and all lease obligations of others of the kinds
          described above assumed by or guaranteed in any manner by us or in
          effect guaranteed by us; and

     o    All renewals, extensions or refundings of indebtedness, leases or
          other obligations of the kinds described above.

     None of the indebtedness described above will be part of Senior
Indebtedness, however, if the relevant instrument or lease expressly provides
that such indebtedness, lease, renewal, extension or refunding is subordinate to
any of our other indebtedness, or is not higher-ranking than, or is of an equal
rank with, the subordinated debt securities. Senior Indebtedness also will not
include (i) any of our obligations to any Subsidiary or (ii) indebtedness for
trade payables or constituting the deferred purchase price of assets or services
incurred in the ordinary course of business. (Section 1.1)

     If and as long as there is a continuing default in the payment of any
Senior Indebtedness after any applicable grace period, we will not make or agree
to make any payments of principal, premium or interest on the subordinated debt
securities, or for any redemption, retirement, purchase, other acquisition or
defeasance of the subordinated debt securities.

     Payment of principal and interest on the subordinated debt securities upon
our dissolution, winding up, liquidation or reorganization also will generally
be subordinated to the prior payment in full of all Senior Indebtedness. As a
result, in such an event holders of Senior Indebtedness may receive more,
ratably, and holders of the subordinated debt securities may receive less,
ratably, than our other creditors. (Section 12.2)

     Subordination will not prevent the occurrence of any Event of Default under
the indenture for the subordinated debt securities. (Section 12.1)

     Upon the effectiveness of any defeasance for a series of subordinated debt
securities as described on page 10 under "Defeasance," the series will cease to
be subordinated. (Section 12.8)

     If this prospectus is being delivered in connection with a series of
subordinated debt securities, the prospectus supplement or the information
incorporated by reference will set forth the approximate amount of Senior
Indebtedness as of a recent date. As of September 16, 2003, we had approximately
$400.1 million of outstanding debt that would have constituted Senior
Indebtedness and $1.1 million of outstanding indebtedness of Subsidiaries.
Except for the restrictive covenants in the indenture for the senior debt
securities, the indentures do not limit other debt that may be incurred or
issued by us or our subsidiaries or contain financial or similar restrictions on
us or our subsidiaries.

MERGERS AND SIMILAR EVENTS

     We are generally permitted to consolidate or merge with another company or
firm. We are also permitted to sell substantially all of our assets. However, we
may not take any of these actions unless the following conditions are met:

     o    If we merge out of existence or sell our assets, the other company
          must be a corporation organized under the laws of a state of the
          United States or the District of Columbia or under federal law and it
          must agree to be legally responsible for the debt securities.

     o    The merger, sale of assets or other transaction must not cause a
          default on the debt securities. For purposes of this no default test,
          a default would include an Event of Default that has occurred and not
          been cured, as described on pages 8 and 9 under "Events of Default--
          What is an Event of Default?" and would also include any event that
          would be an Event of Default if the requirements for giving us default
          notice or our default having to exist for a specific period of time
          were disregarded. (Section 8.1)

     o    It is possible that the merger, sale of assets or other transaction
          would cause some of our property to become subject to Liens. Under the
          indenture for the senior debt securities, we have agreed to limit
          Liens, as discussed on pages 6 and 7 under "Restrictive Covenants --
          Restrictions on Liens." If a merger or other transaction would create
          Liens on our property or the property of our Subsidiaries that are not
          permitted by that restrictive covenant, we or our successor would be
          required to grant an equal or higher-ranking Lien on the same property
          to the direct holders of senior debt securities. (Section 3.9)

EVENTS OF DEFAULT

     You will have special rights if an Event of Default occurs and is not
cured, as described later in this subsection.

     WHAT IS AN EVENT OF DEFAULT? The term "Event of Default" means any of the
following:

                                       8
<PAGE>

     o    We do not pay interest on a debt security within 30 days of its due
          date;

     o    We do not pay the principal of or premium on a debt security on its
          due date;

     o    We do not pay any sinking fund installment on its due date;

     o    We remain in breach of any other term of the indenture for 60 days
          after we receive a notice of default stating we are in breach. The
          notice must be sent by either the trustee or holders of 25% of the
          principal amount of debt securities of the affected series;

     o    We file for bankruptcy or certain other events in bankruptcy,
          insolvency or reorganization occur; or

     o    Any other Event of Default described in the prospectus supplement
          occurs.

     REMEDIES IF AN EVENT OF DEFAULT OCCURS. If an Event of Default has occurred
and has not been cured, the trustee or the holders of 25% in principal amount of
the debt securities of the affected series may declare the entire principal
amount of all the debt securities of the affected series to be due and
immediately payable. This is called a "declaration of acceleration of maturity."
Under some circumstances, a declaration of acceleration of maturity may be
canceled by the holders of at least a majority in principal amount of the debt
securities of that series. (Section 4.1)

     Except in cases of default, where the trustee has some special duties, the
trustee is not required to take any action under the indentures at the request
of any holders unless the holders offer the trustee reasonable protection from
expenses and liability.

     If reasonable protection from expenses and liabilities is provided, the
holders of a majority in principal amount of the outstanding debt securities of
the relevant series may direct the time, method and place of conducting any
lawsuit or other formal legal action seeking any remedy available to the
trustee. The trustee may refuse to follow those directions in some
circumstances. (Section 4.9)

     Before you bypass the trustee and bring your own lawsuit or other formal
legal action or take any other steps to enforce your rights or protect your
interests relating to the debt securities, the following must occur:

     o    You must give the trustee written notice that an Event of Default has
          occurred and remains uncured;

     o    The holders of 25% in principal amount of all outstanding debt
          securities of the affected series must make a written request that the
          trustee take action because of the default, and must offer reasonable
          protection to the trustee against the cost and other liabilities of
          taking that action; and

     o    The trustee must have not taken action for 60 days after receipt of
          the above notice and offer of protection. (Section 4.6)

     However, you are entitled at any time to bring a lawsuit for the payment of
money due on your debt security on or after its due date. (Section 4.7)

     "Street Name" and other indirect holders who are described on pages 10 and
11 should consult their banks or brokers for information on how to give notice
or direction to or make a request of the trustee and to make or cancel a
declaration of acceleration.

     We will furnish to the trustee every year a written statement of certain of
our officers certifying that to their knowledge we are in compliance with the
indentures and the debt securities, or else specifying any default. (Section
3.5)

MODIFICATION AND WAIVER

     There are three types of changes we can make to the indentures and the debt
securities.

     CHANGES REQUIRING APPROVAL OF ALL HOLDERS. First, there are changes that
cannot be made to your debt securities without the approval of every holder
affected by the proposed change. A list of those types of changes follows:

     o    Change the due date of the principal of or interest on a debt
          security;

     o    Reduce any amounts due on a debt security;

     o    Change the currency of payment on a debt security;

                                       9
<PAGE>

     o    Impair your right to sue for payment;

     o    Reduce the percentage of holders of debt securities whose consent is
          needed to modify or amend the indentures; and

     o    Reduce the percentage of holders of debt securities whose consent is
          needed to waive compliance with some provisions of the indentures or
          to waive some defaults. (Section 7.2)

     CHANGES REQUIRING APPROVAL OF LESS THAN ALL HOLDERS. The second type of
change to the indentures and the debt securities is the kind that requires the
approval of less than all holders of the affected series. This category includes
changes that require approval of holders owning either 66-2/3% or, in some
cases, a majority, of the outstanding principal amount of the affected series.

     Most changes to the indentures and debt securities cannot be made without a
66-2/3% vote. (Section 7.2) The same 66-2/3% vote is required to waive
compliance in whole or in part with the restrictive covenants described under
"Restrictive Covenants" beginning on page 6. (Section 3.11)

     A majority vote is required to waive any default under the indentures,
other than a default that results from the breach of a covenant or other
provision that cannot be amended without the consent of all the holders of the
affected series. (Section 4.10)

     CHANGES NOT REQUIRING APPROVAL OF HOLDERS. The third type of change does
not require any vote by holders of debt securities. This type of change is
limited to clarifications and other changes that would not adversely affect
holders of the debt securities. (Section 7.1)

     With respect to any vote of holders of debt securities, we will generally
be entitled to set any day as a record date for the purpose of determining the
holders of outstanding debt securities that are entitled to vote or take other
action under the indentures. (Section 6.2)

     "Street Name" and other indirect holders should consult their banks or
brokers for information on how approval may be granted or denied if we seek to
change the indentures or the debt securities or request a waiver.

DEFEASANCE

     When we use the term "defeasance," we mean discharge from some or all of
our obligations under an indenture. If we deposit with the trustee funds or
government securities sufficient to make payments on a series of debt securities
on their due dates, then, at our option, one of the following will occur:

     o    We will be discharged from our obligations with respect to the debt
          securities of that series (called legal defeasance); or

     o    We will no longer have to comply with the restrictive covenants under
          the indenture, and the related events of default will no longer apply
          to us (called covenant defeasance).

     In the case of legal defeasance of a series of debt securities, the direct
holders of that series of debt securities will not be entitled to the benefits
of the indenture. You would have to rely solely on the funds deposited with the
trustee for repayment of the debt securities. In the unlikely event of a
shortfall in those funds, you could not look to us for repayment. (Section 9.3)
The funds deposited with the trustee, however, would most likely be protected
from claims of our lenders and other creditors if we ever became bankrupt or
insolvent. You would also be released from the subordination provisions of the
subordinated debt securities described under "Subordination Provisions" on page
7. (Section 12.8)

     In the case of covenant defeasance of a series of debt securities, we would
still be obligated to pay principal, premium, if any, and interest on the debt
securities of the affected series. You would lose the protection of the
restrictive covenants described beginning on page 6 under "Restrictive
Covenants" and our obligations described above under "Mergers and Similar
Events" on page 8, but you would have the added protection of having money and
securities set aside in trust to repay the debt securities. If there were a
shortfall in the trust deposit, you could still look to us for repayment of the
debt securities. Depending on the event causing the default, however, you may
not be able to obtain payment of the shortfall. You would also be released from
the subordination provisions of the subordinated debt securities described under
"Subordination Provisions" beginning on page 7. (Section 9.4)

     We will be required to deliver to the trustee an opinion of counsel that
the deposit and related defeasance would not cause the holders of the affected
series of debt securities to recognize income, gain or loss for federal income
tax purposes. If we elect legal defeasance, that opinion must be based on a
ruling from the IRS or a change in tax law to that effect. (Section 9.5)

                                       10
<PAGE>

"STREET NAME" AND OTHER INDIRECT HOLDERS

     Investors who hold securities in accounts at banks or brokers will
generally not be recognized by us as legal holders of debt securities. This is
called holding in "Street Name." Instead, we would recognize only the bank or
broker, or the financial institution the bank or broker uses to hold its
securities. These intermediary banks, brokers and other financial institutions
pass along principal, interest and other payments on the debt securities, either
because they agree to do so in their customer agreements or because they are
legally required to. If you hold debt securities in "Street Name," you should
check with your own institution to find out:

     o    How it handles payments and notices;

     o    Whether it imposes fees or charges;

     o    How it would handle voting if applicable;

     o    Whether and how you can instruct it to send you debt securities
          registered in your own name so you can be a direct holder as described
          below; and

     o    If applicable, how it would pursue rights under the debt securities if
          there were a default or other event triggering the need for holders to
          act to protect their interests.

DIRECT HOLDERS

     Our obligations, as well as the obligations of the trustees under the
indentures and those of any third parties employed by us or the trustees, run
only to persons who are registered as holders of debt securities. As noted
above, we do not have obligations to you if you hold in "Street Name" or other
indirect means, either because you choose to hold debt securities in that manner
or because the debt securities are issued in the form of global securities as
described below. For example, once we make payment to the registered holder, we
have no further responsibility for the payment even if that holder is legally
required to pass the payment along to you as a "Street Name" customer but does
not do so.

GLOBAL SECURITIES

     WHAT IS A GLOBAL SECURITY? A global security is a special type of
indirectly held debt security as described under " `Street Name' and Other
Indirect Holders" beginning on page 10. If we choose to issue debt securities in
the form of global securities, the ultimate beneficial owners can only be
indirect holders. We do this by requiring that the global security be registered
in the name of a financial institution we select and by requiring that the debt
securities included in the global security not be transferred to the name of any
other direct holder unless the special circumstances described below occur. The
financial institution that acts as the sole direct holder of the global security
is called the "depositary." Any person wishing to own a debt security must do so
indirectly by virtue of an account with a broker, bank or other financial
institution that in turn has an account with the depositary. The prospectus
supplement indicates whether your series of debt securities will be issued only
in the form of global securities and, if so, describes the specific terms of the
arrangement with the depositary.

     SPECIAL INVESTOR CONSIDERATIONS FOR GLOBAL SECURITIES. As an indirect
holder, an investor's rights relating to a global security will be governed by
the account rules of the investor's financial institution and of the depositary,
as well as general laws relating to securities transfers. We do not recognize
this type of investor as a holder of securities and instead deal only with the
depositary that holds the global security.

     An investor should be aware that if securities are issued only in the form
of global securities:

     o    The investor cannot get debt securities registered in his or her own
          name;

     o    The investor cannot receive physical certificates for his or her
          interest in the debt securities;

     o    The investor will be a "Street Name" holder and must look to his or
          her own bank or broker for payments on the debt securities and
          protection of his or her legal rights relating to the debt securities.
          See " `Street Name' and Other Indirect Holders" beginning on page 10;

     o    The investor may not be able to sell interests in the debt securities
          to some insurance companies and other institutions that are required
          by law to own their securities in the form of physical certificates;
          and

                                       11
<PAGE>

     o    The depositary's policies will govern payments, transfers, exchange
          and other matters relating to the investor's interest in the global
          security. We and the trustees have no responsibility for any aspect of
          the depositary's actions or for its records of ownership interests in
          the global security. We and the trustees also do not supervise the
          depositary in any way.

     SPECIAL SITUATIONS WHEN GLOBAL SECURITY WILL BE TERMINATED. In a few
special situations, the global security will terminate and interests in it will
be exchanged for physical certificates representing debt securities. After that
exchange, the choice of whether to hold debt securities directly or in "Street
Name" will be up to the investor. Investors must consult their own banks or
brokers to find out how to have their interests in debt securities transferred
to their own name, so that they will be direct holders. The rights of "Street
Name" investors and direct holders in the debt securities have been previously
described in subsections entitled "`Street Name' and Other Indirect Holders" and
"Direct Holders" on pages 10 and 11.

     The special situations for termination of a global security are:

     o    When the depositary notifies us that it is unwilling, unable or no
          longer qualified to continue as depositary and we do not appoint a
          successor depositary.

     o    When an Event of Default on the debt securities has occurred and has
          not been cured.

     o    At any time if we decide to terminate a global security.

     The prospectus supplement may also list additional situations for
terminating a global security that would apply only to the particular series of
securities covered by the prospectus supplement. When a global security
terminates, only the depositary is responsible for deciding the names of the
institutions that will be the initial direct holders.

                    FORM, EXCHANGE, REGISTRATION AND TRANSFER

     We will issue the debt securities in registered form, without interest
coupons, and, unless we inform you otherwise in the prospectus supplement, only
in denominations of $1,000 and multiples of $1,000. We will not charge a service
fee for any registration of transfer or exchange of the debt securities. We may,
however, require the payment of any tax or other governmental charge payable for
that registration.

     Debt securities of any series will be exchangeable for other debt
securities of the same series, the same total principal amount and the same
terms but in different authorized denominations in accordance with the
applicable indenture. Holders may present debt securities for registration of
transfer at the office of the security registrar or any transfer agent we
designate.

     The security registrar or transfer agent will effect the transfer or
exchange when it is satisfied with the documents of title and identity of the
person making the request.

     We have appointed the trustee under each indenture as security registrar
for the debt securities issued under that indenture. If the prospectus
supplement refers to any transfer agents initially designated by us, we may at
any time rescind that designation or approve a change in the location through
which any transfer agent acts. We are required to maintain an office or agency
for transfers and exchanges in each place of payment. We may at any time
designate additional transfer agents for any series of debt securities.

     In the case of any redemption, neither the security registrar nor the
transfer agent will be required to register the transfer or exchange of any debt
security during a period beginning 15 business days prior to the mailing of the
relevant notice of redemption and ending at the close of business on the day of
mailing of the notice, except the unredeemed portion of any debt security being
redeemed in part.

                            PAYMENT AND PAYING AGENTS

     Unless we inform you otherwise in the prospectus supplement:

     o    Payments on the debt securities will be made in U.S. dollars by check
          mailed to the holder's registered address or, with respect to global
          debt securities, by wire transfer;

     o    We will make interest payments to the person in whose name the debt
          security is registered at the close of business on the record date for
          the interest payment; and

                                       12
<PAGE>

     o    The trustee under each indenture will be designated as our paying
          agent for payments on debt securities issued under that indenture. 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.

     Subject to the requirements of any applicable abandoned property laws, the
trustee and paying agent will pay to us upon written request any money held by
them for payments on the debt securities that remain unclaimed for two years
after the date when the payment was due. After payment to us, holders entitled
to the money must look to us for payment. In that case, all liability of the
trustee or paying agent with respect to that money will cease. (Section 9.8)

                              PLAN OF DISTRIBUTION

     We may sell the debt securities (a) through underwriters or dealers, (b)
directly to purchasers or (c) through agents. The prospectus supplement will
include the following information:

     o    the terms of the offering;

     o    the names of any underwriters or agents;

     o    the purchase price of the debt securities from us;

     o    the net proceeds to us from the sale of the debt securities;

     o    any delayed delivery arrangements;

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

     o    the initial public offering price; and

     o    any discounts or concessions allowed or reallowed or paid to dealers.

SALE THROUGH UNDERWRITERS OR DEALERS

     If we use underwriters in the sale, the underwriters will acquire the debt
securities for their own account. The underwriters may resell the debt
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 debt 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 underwriters will be obligated to
purchase all the offered debt 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 debt securities in the open market. These transactions may
include overallotment and stabilizing transactions and purchases to cover
syndicate short positions created in connection with the offering. The
underwriters may also impose a penalty bid, whereby selling concessions allowed
to syndicate members or other broker-dealers for the offered debt securities
sold for their account may be reclaimed by the syndicate if such offered debt
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 debt securities, which may be higher than the price
that might otherwise prevail in the open market. If commenced, these activities
may be discontinued at any time.

     If we use dealers in the sale of debt securities, we will sell the debt
securities to them as principals. They may then resell those debt securities to
the public at varying prices determined by the dealers at the time of resale. We
will include in the prospectus supplement the names of the dealers and the terms
of the transaction.

DIRECT SALES AND SALES THROUGH AGENTS

     We may sell the debt securities directly. In this case, no underwriters or
agents would be involved. We may also sell the debt securities through agents we
designate from time to time. In the prospectus supplement, we will name any
agent involved in the offer or sale of the offered debt securities, and we will
describe any commissions payable by us 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.

                                       13
<PAGE>

DELAYED DELIVERY CONTRACTS

     If we so indicate in the prospectus supplement, we may authorize agents,
underwriters or dealers to solicit offers from institutions to purchase debt
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.

INDEMNIFICATION

     We may have agreements with the agents, dealers and underwriters 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 or underwriters may be required to make.

                                  LEGAL MATTERS

     Augustus I. duPont, Esq., our Vice President, General Counsel and
Secretary, will give an opinion on the validity of the debt securities on behalf
of Crane. Davis Polk & Wardwell, New York, New York will give an opinion on the
validity of the debt securities on behalf of the underwriters of the debt
securities. As of September 16, 2003, Mr. duPont beneficially owned 56,289
shares of our common stock directly, of which 43,144 shares are subject to
forfeiture upon failure of the vesting conditions in our restricted stock award
plans, 1,732 shares of common stock under our Savings and Investment Plan and
options to purchase 289,234 shares of common stock granted under our stock
option plans which are exercisable within 60 days of such date.

                                     EXPERTS

     The consolidated financial statements incorporated in this prospectus by
reference from the Company's Annual Report on Form 10-K for the year ended
December 31, 2002 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report (which report expresses an unqualified
opinion and includes an explanatory paragraph regarding the adoption of
Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets), which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.



                                       14
<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The following table sets forth the estimated expenses to be incurred by the
Company in connection with the issuance and distribution of the securities being
registered, other than underwriting discounts and commissions.

         Registration Fee                                $ 10,370
         Printing                                          20,000
         Accounting Fees                                    2,500
         Legal Fees                                        10,000
         Trustee Fees                                       5,000
         Rating Agency Fees                               112,500
         Miscellaneous                                   $  4,630
                                                         ----------
              Total                                      $165,000
                                                         ==========


ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a Delaware corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of a director
to the corporation or its stockholders for monetary damages for breach of
fiduciary duty, except for liability (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
which the director derived an improper personal benefit. Article IX of the
Company's Certificate of Incorporation provides that the personal liability of
directors of the Company is eliminated to the fullest extent permitted by
Section 102(b)(7) of the DGCL.

     Under Section 145 of the DGCL, a Delaware corporation has the power to
indemnify directors and officers under certain prescribed circumstances and,
subject to certain limitations, against certain costs and expenses, including
attorneys' fees, actually and reasonably incurred in connection with any action,
suit or proceeding, whether civil, criminal, administrative or investigative, to
which any of them is a party by reason of being a director or officer of the
Corporation if it is determined that the director or the officer acted in
accordance with the applicable standard of conduct set forth in such statutory
provision. Article X of the Company's By-Laws provides that the Company will
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding by reason of
the fact that he is or was an authorized representative of the Company, against
all expenses (including attorneys' fees) and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in accordance with the standard of conduct set
forth in Article X. Article X further permits the Company to maintain insurance
on behalf of any such person against any liability asserted against such person
and incurred by such person in any such capacity or arising out of his status as
such, whether or not the Company would have the power to indemnify such person
against such liability under Article X. The Company maintains standard policies
of insurance under which coverage is provided (a) to its directors and officers
against loss arising from claims made by reason of breach of duty or other
wrongful act and (b) to the Company with respect to payments which may be made
by the Company to such officers and directors pursuant to the above
indemnification provisions or otherwise as a matter of law.

                                      II-1
<PAGE>

     The Company has entered into agreements with each of its directors and
officers pursuant to which the Company has agreed to indemnify such directors
and officers, and to advance expenses in connection therewith, to the fullest
extent permitted by law, and to maintain Director's and Officers' liability
insurance on behalf of such indemnified persons unless, in the business judgment
of the Board of Directors of the Company, the premium cost for such insurance is
substantially disproportionate to the amount of coverage or the coverage is so
limited by exclusions that there is insufficient benefit from such insurance.
The agreements further provide that, if indemnification is not available, then
in any case in which the Company is jointly liable with the indemnified person
the Company will contribute to the fullest extent permitted by law to the amount
of expenses, judgments, fines and settlements paid or payable by the indemnified
person in such proportion as is appropriate to reflect the relative benefits
received, and the relative fault of, the Company and the indemnified person.
Such rights cannot be modified, except as required by law, by any change in the
Company's Certificate of Incorporation or By-Laws.

     The indemnification described in the preceding paragraphs may include
indemnification against liabilities arising under the Securities Act. In so far
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers, or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 16.  EXHIBITS.

     The following exhibits are filed with or incorporated by reference in this
registration statement:

<TABLE>
<CAPTION>

EXHIBIT NO.                                                DESCRIPTION
- -------------  -----------------------------------------------------------------------------------------------------
<S>            <C>
    1.1        Form of Underwriting Agreement (filed herewith).

    1.2        Form of Distribution Agreement (incorporated by reference to Exhibit 1.2 to the Registration
               Statement on Form S-3 of Crane (No. 33-53709).

    4.1        Senior Indenture dated as of April 1, 1991, between Crane Co. and The Bank of New York, as
               Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of
               Crane filed on September 16, 1998).

    4.2        Form of Subordinated Indenture between Crane Co. and Lasalle Bank National Association, as
               Trustee (filed herewith).

    5.1        Opinion of Augustus I. duPont (filed herewith).

    12.1       Statement of Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to
               Exhibit 12 to the Current Report on Form 8-K of Crane filed on September 8, 2003).

    23.1       Consent of Augustus I. duPont  (included in opinion filed as Exhibit 5.1).

    23.2       Consent of Deloitte & Touche LLP (filed herewith).

    24.1       Power of Attorney (appears on signature page).

    25.1       Form T-1 Statement of Eligibility and Qualification under The Trust Indenture Act of 1939 of The
               Bank of New York (filed herewith).

    25.2       Form T-1 Statement of Eligibility and Qualification under The Trust Indenture Act of 1939 of
               Lasalle Bank National Association (filed herewith).
</TABLE>

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-2
<PAGE>

          (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
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or 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.

     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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering hereof.

     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 foregoing provisions, 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 hereby undertakes that:

     (1) 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.

     (2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus 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.


                                      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 Stamford, State of Connecticut, on September 22,
2003.


                                   CRANE CO.

                                   By: /s/ Eric C. Fast
                                      ------------------------------------------
                                           Eric C. Fast
                                           President and Chief Executive Officer


                                POWER OF ATTORNEY

     Know all persons by these presents, that each person whose signature
appears below constitutes and appoints George S. Scimone and Augustus I. duPont,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
registration statement (including post-effective amendments pursuant to Rule
462(b) or otherwise), and to file the same with all exhibits thereto, and other
documents in connection therewith, granting unto said attorneys-in-fact and
agents, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

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


<TABLE>
<CAPTION>

                   SIGNATURE                                        CAPACITY                            DATE
                   ---------                                        --------                            ----
<S>                                               <C>                                           <C>
/s/ Eric C. Fast                                  President and Chief Executive Officer and     September 22, 2003
- --------------------------------------------      Director
Eric C. Fast


/s/ George S. Scimone                             Vice President- Finance and Chief Financial   September 22, 2003
- --------------------------------------------      Officer
George S. Scimone


/s/ Joan Atkinson Nano                            Vice President and Controller                 September 22, 2003
- --------------------------------------------
Joan Atkinson Nano

/s/ R.S. Evans                                    Director                                      September 22, 2003
- --------------------------------------------
R.S. Evans


/s/ E. Thayer Bigelow, Jr.                        Director                                      September 22, 2003
- --------------------------------------------
E. Thayer Bigelow, Jr.



<PAGE>




/s/ Richard S. Forte                              Director                                      September 22, 2003
- --------------------------------------------
Richard S. Forte


/s/ Dorsey R. Gardner                             Director                                      September 22, 2003
- --------------------------------------------
Dorsey R. Gardner


/s/ Jean Gaulin                                   Director                                      September 22, 2003
- --------------------------------------------
Jean Gaulin


/s/ William E. Lipner                             Director                                      September 22, 2003
- --------------------------------------------
William E. Lipner


/s/ Dwight C. Minton                              Director                                      September 22, 2003
- --------------------------------------------
Dwight C. Minton


/s/ Charles J. Queenan, Jr.                       Director                                      September 22, 2003
- --------------------------------------------------
Charles J. Queenan, Jr.


/s/ James L. L. Tullis                            Director                                      September 22, 2003
- --------------------------------------------
James L. L. Tullis

</TABLE>



<PAGE>





                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

EXHIBIT NO.                                                DESCRIPTION
- -------------  -----------------------------------------------------------------------------------------------------
<S>            <C>
    1.1        Form of Underwriting Agreement (filed herewith).

    1.2        Form of Distribution Agreement (incorporated by reference to Exhibit 1.2 to the Registration
               Statement on Form S-3 of Crane (No. 33-53709).

    4.1        Senior Indenture dated as of April 1, 1991, between Crane Co. and The Bank of New York, as
               Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of
               Crane filed on September 16, 1998).

    4.2        Form of Subordinated Indenture between Crane Co. and Lasalle Bank National Association, as
               Trustee (filed herewith).

    5.1        Opinion of Augustus I. duPont (filed herewith).

    12.1       Statement of Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to
               Exhibit 12 to the Current Report on Form 8-K of Crane filed on September 8, 2003).

    23.1       Consent of Augustus I. duPont (included in opinion filed as Exhibit 5.1).

    23.2       Consent of Deloitte & Touche LLP (filed herewith).

    24.1       Power of Attorney (appears on signature page).

    25.1       Form T-1 Statement of Eligibility and Qualification under The Trust Indenture Act of 1939 of
               The Bank of New York (filed herewith).

    25.2       Form T-1 Statement of Eligibility and Qualification under The Trust Indenture Act of 1939 of
               Lasalle Bank National Association (filed herewith).
</TABLE>








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>3
<FILENAME>file002.txt
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>
<PAGE>
                                                                     EXHIBIT 1.1


                                    CRANE CO.

                                 Debt Securities

                             Underwriting Agreement


                                                                __________, 20__


To the Representatives named
in Schedule I hereto of the
Underwriters named in
Schedule II hereto

Dear Sirs:

         Crane Co., a Delaware corporation (the "Company"), proposes to issue
and sell to the underwriters named in Schedule II hereto (the "Underwriters"),
for whom you are acting as representatives (the "Representatives"), the
principal amount of its debt securities identified in Schedule I hereto (the
"Securities"), to be issued under the indenture specified in Schedule I hereto
(the "Indenture") between the Company and the Trustee identified in such
Schedule (the "Trustee"). If the firm or firms listed in Schedule II hereto
include only the firm or firms listed in Schedule I hereto, then the terms
"Underwriters" and "Representatives", as used herein shall each be deemed to
refer to such firm or firms.

         The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") in accordance with the provisions of the
Securities Act of 1933, as amended, and the rules and regulations of the
Commission thereunder (collectively, the "Securities Act"), a registration
statement (the file number of which is set forth in Schedule I hereto) on Form
S-3, relating to certain debt securities (the "Shelf Securities") to be issued
from time to time by the Company. The Company also has filed with, or proposes
to file with, the Commission pursuant to Rule 424 under the Securities Act a
prospectus supplement specifically relating to the Securities. The registration
statement as amended to the date of this Agreement is hereinafter referred to as
the "Registration Statement" and the related prospectus covering the Shelf
Securities in the form first used to confirm sales of the Securities is
hereinafter referred to as the "Basic Prospectus". The Basic Prospectus as
supplemented by the prospectus supplement specifically relating to the
Securities in the form first used to confirm sales of the Securities is
hereinafter referred to as the "Prospectus". Any reference in this Agreement to
the Registration Statement, the Basic Prospectus, any preliminary form of
Prospectus (a "preliminary prospectus") previously filed with the Commission
pursuant to Rule 424 or the Prospectus shall be deemed to refer to and include
the documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the Securities Act which were filed under the

<PAGE>

Securities Exchange Act of 1934, as amended, and the rules and regulations of
the Commission thereunder (collectively, the "Exchange Act") on or before the
date of this Agreement or the date of the Basic Prospectus, any preliminary
prospectus or the Prospectus, as the case may be; and any reference to "amend",
"amendment" or "supplement" with respect to the Registration Statement, the
Basic Prospectus, any preliminary prospectus or the Prospectus shall be deemed
to refer to and include any documents filed under the Exchange Act after the
date of this Agreement, or the date of the Basic Prospectus, any preliminary
prospectus or the Prospectus, as the case may be, which are deemed to be
incorporated by reference therein.

         The Company hereby agrees with the Underwriters as follows:

         1. The Company agrees to issue and sell the Securities to the several
Underwriters as hereinafter provided, and each Underwriter, on the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees to purchase, severally and not jointly, from the
Company the respective principal amount of Securities set forth opposite such
Underwriter's name in Schedule II hereto at the purchase price set forth in
Schedule I hereto.

         2. The Company understands that the several Underwriters intend (i) to
make a public offering of their respective portions of the Securities and (ii)
initially to offer the Securities upon the terms set forth in the Prospectus.

         3. Payment for the Securities shall be made by wire transfer in
immediately available funds to the account specified by the Company to the
Representatives, on the closing date set forth in Schedule I hereto (or at such
other time on the same or such other date, not later than the fifth Business Day
thereafter, as the Representatives and the Company may agree in writing). As
used herein, the term "Business Day" means any day other than a day on which
banks are permitted or required to be closed in New York City. The time and date
of such payment and delivery with respect to the Securities are referred to
herein as the Closing Date.

         Payment for the Securities shall be made against delivery to the
nominee of The Depository Trust Company for the respective accounts of the
several Underwriters of the Securities of one or more global securities (the
"Global Security") representing the Securities, with any transfer taxes payable
in connection with the transfer to the Underwriters of the Securities duly paid
by the Company. The Global Security will be made available for inspection by the
Representatives not later than 1:00 P.M., New York City time, on the Business
Day prior to the Closing Date.

         4. The Company represents and warrants to each Underwriter that:

                  (a) the Registration Statement has been declared effective by
         the Commission under the Securities Act; no stop order suspending the
         effectiveness of the Registration Statement has been issued and no
         proceeding for that purpose has been instituted or, to the knowledge of
         the Company, threatened by the Commission; and the Registration
         Statement and Prospectus (as amended or supplemented if the Company
         shall have furnished any


                                       2
<PAGE>

         amendments or supplements thereto) comply, or will comply, as the case
         may be, in all material respects with the Securities Act and the Trust
         Indenture Act of 1939, as amended, and the rules and regulations of the
         Commission thereunder (collectively, the "Trust Indenture Act"), and do
         not and will not, as of the applicable effective date as to the
         Registration Statement and any amendment thereto and as of the date of
         the Prospectus and any amendment or supplement thereto, contain any
         untrue statement of a material fact or omit to state any material fact
         required to be stated therein or necessary to make the statements
         therein, in the light of the circumstances under which they were made,
         not misleading, and the Prospectus, as amended or supplemented at the
         Closing Date, if applicable, will not contain any untrue statement of a
         material fact or omit to state a material fact necessary to make the
         statements therein, in the light of the circumstances under which they
         were made, not misleading; except that the foregoing representations
         and warranties shall not apply to (i) that part of the Registration
         Statement which constitutes the Statement of Eligibility on Form T-1
         under the Trust Indenture Act of the Trustee, and (ii) statements or
         omissions in the Registration Statement or the Prospectus made in
         reliance upon and in conformity with information relating to any
         Underwriter furnished to the Company in writing by such Underwriter
         through the Representatives expressly for use therein;

                  (b) the documents incorporated by reference in the Prospectus,
         when they were filed with the Commission, conformed in all material
         respects to the requirements of the Exchange Act, and none of such
         documents contained an untrue statement of a material fact or omitted
         to state a material fact necessary to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading; and any further documents so filed and incorporated by
         reference in the Prospectus or any further amendment or supplement
         thereto, when such documents are filed with the Commission will conform
         in all material respects to the requirements of the Exchange Act, as
         applicable, and will not contain an untrue statement of a material fact
         or omit to state a material fact necessary to make the statements
         therein, in the light of the circumstances under which they are made,
         not misleading;

                  (c) the financial statements, and the related notes thereto,
         included or incorporated by reference in the Registration Statement and
         the Prospectus present fairly the consolidated financial position of
         the Company, its consolidated subsidiaries and businesses acquired or
         to be acquired by the Company for which separate financial statements
         are required to be included as of the dates indicated and the results
         of their operations and the changes in their consolidated cash flows
         for the periods specified; said financial statements have been prepared
         in conformity with generally accepted accounting principles applied on
         a consistent basis, and the supporting schedules included or
         incorporated by reference in the Registration Statement present fairly
         the information required to be stated therein; and the pro forma
         financial information, and the related notes thereto, if any, included
         or incorporated by reference in the Registration Statement and the
         Prospectus


                                       3
<PAGE>

         has been prepared in accordance with the applicable requirements of the
         Securities Act and the Exchange Act, as applicable;

                  (d) since the respective dates as of which information is
         given in the Registration Statement and the Prospectus, there has not
         been any material adverse change, or any development that could
         reasonably be expected to result in a material adverse change, in or
         affecting the general affairs, business, prospects, management,
         financial position, stockholders' equity or results of operations of
         the Company and its subsidiaries, taken as a whole, otherwise than as
         set forth or contemplated in the Prospectus; and except as set forth or
         contemplated in the Prospectus neither the Company nor any of its
         subsidiaries has entered into any transaction or agreement (whether or
         not in the ordinary course of business) material to the Company and its
         subsidiaries taken as a whole;

                  (e) the Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the state
         of its incorporation, with power and authority (corporate and other) to
         own its properties and conduct its business as described in the
         Prospectus, and has been duly qualified as a foreign corporation for
         the transaction of business and is in good standing under the laws of
         each other jurisdiction in which it owns or leases properties, or
         conducts any business, so as to require such qualification, other than
         where the failure to be so qualified or in good standing would not have
         a material adverse effect on the Company and its subsidiaries taken as
         a whole;

                  (f) each subsidiary which constitutes a "significant
         subsidiary" within the meaning of Rule 1-02 of Regulation S-X (the
         "Material Subsidiaries") has been duly incorporated and is validly
         existing as a corporation under the laws of its jurisdiction of
         incorporation, with power and authority (corporate and other) to own
         its properties and conduct its business as described in the Prospectus,
         and has been duly qualified as a foreign corporation for the
         transaction of business and is in good standing under the laws of each
         jurisdiction in which it owns or leases properties or conducts any
         business so as to require such qualification, other than where the
         failure to be so qualified or in good standing would not have a
         material adverse effect on the Company and its subsidiaries taken as a
         whole; and all the outstanding shares of capital stock of each Material
         Subsidiary have been duly authorized and validly issued, are fully-paid
         and non-assessable, and (except in the case of foreign subsidiaries,
         for directors' qualifying shares) are owned by the Company, directly or
         indirectly, free and clear of all liens, encumbrances, security
         interests and claims;

                  (g) this Agreement has been duly authorized, executed and
         delivered by the Company;

                  (h) the Securities have been duly authorized, and when issued
         and delivered pursuant to this Agreement, will have been duly executed,
         authenticated, issued and delivered and will constitute valid and
         binding


                                       4
<PAGE>

         obligations of the Company entitled to the benefits provided by the
         Indenture, enforceable in accordance with their terms, except as the
         same may be limited by bankruptcy, insolvency or similar laws affecting
         creditors' rights generally and by general principles of equity; the
         Indenture has been duly authorized, executed and delivered by the
         Company and the Trustee and constitutes a valid and binding instrument,
         enforceable in accordance with its terms, except as the same may be
         limited by bankruptcy, insolvency or similar laws affecting creditors'
         rights generally and by general principles of equity; and the Indenture
         conforms and the Securities will conform to the descriptions thereof in
         the Prospectus;

                  (i) neither the Company nor any of its subsidiaries is, or
         with the giving of notice or lapse of time or both would be, in
         violation of or in default under, its Certificate of Incorporation or
         By-Laws or any indenture, mortgage, deed of trust, loan agreement or
         other agreement or instrument to which the Company or any of its
         subsidiaries is a party or by which it or any of them or any of their
         respective properties is bound, except for violations and defaults
         which individually and in the aggregate are not material to the Company
         and its subsidiaries taken as a whole or to the holders of the
         Securities; the issue and sale of the Securities and the performance by
         the Company of all of its obligations under the Securities, the
         Indenture and this Agreement and the consummation of the transactions
         herein and therein contemplated will not conflict with or result in a
         breach of any of the terms or provisions of, or constitute a default
         under, any indenture, mortgage, deed of trust, loan agreement or other
         material agreement or instrument to which the Company or any of its
         subsidiaries is a party or by which the Company or any of its
         subsidiaries is bound or to which any of the property or assets of the
         Company or any of its subsidiaries is subject, nor will any such action
         result in any violation of the provisions of the Certificate of
         Incorporation or the By-Laws of the Company or any applicable law or
         statute or any order, rule or regulation of any court or governmental
         agency or body having jurisdiction over the Company, its subsidiaries
         or any of their respective properties; and no consent, approval,
         authorization, order, registration or qualification of or with any such
         court or governmental agency or body is required for the issue and sale
         of the Securities or the consummation by the Company of the
         transactions contemplated by this Agreement or the Indenture, except
         such consents, approvals, authorizations, registrations or
         qualifications as have been obtained under the Securities Act, the
         Trust Indenture Act and as may be required under state securities or
         Blue Sky Laws in connection with the purchase and distribution of the
         Securities by the Underwriters; and

                  (j) other than as set forth or contemplated in the Prospectus,
         there are no legal or governmental proceedings pending or, to the
         knowledge of the Company, threatened to which the Company or any of its
         subsidiaries is or may be a party or to which any property of the
         Company or any of its subsidiaries is or may be the subject in which
         there is a reasonable probability of an adverse decision which could
         individually or in the aggregate reasonably be expected to have a
         material adverse effect on the general


                                       5
<PAGE>

         affairs, business, prospects, management, financial position,
         stockholders' equity or results of operations of the Company and its
         subsidiaries taken as a whole and, to the best of the Company's
         knowledge, no such proceedings are threatened by governmental
         authorities or threatened by others; and there are no contracts or
         other documents of a character required to be filed as an exhibit to
         the Registration Statement or required to be described in the
         Registration Statement or the Prospectus which are not filed or
         described as required.

         5. The Company covenants and agrees with the several Underwriters as
follows:

                  (a) to file the Prospectus in a form approved by the
         Representatives pursuant to Rule 424 under the Securities Act not later
         than the Commission's close of business on the second Business Day
         following the date of determination of the offering price of the
         Securities;

                  (b) to deliver to each Representative and counsel for the
         Underwriters, at the expense of the Company, a signed copy of the
         Registration Statement (as originally filed) and each amendment
         thereto, in each case including exhibits and documents incorporated by
         reference therein and, during the period mentioned in paragraph (f)
         below, to each of the Underwriters as many copies of the Prospectus
         (including all amendments and supplements thereto) and documents
         incorporated by reference therein as the Representatives may reasonably
         request;

                  (c) during the period mentioned in paragraph (f) below, before
         filing any amendment or supplement to the Registration Statement or
         Prospectus, to furnish to the Representatives a copy of any proposed
         amendment or supplement to the Registration Statement or the
         Prospectus, for review, and not to file any such proposed amendment or
         supplement to which the Representatives reasonably object;

                  (d) to file promptly, subject to the provisions of paragraph
         (c) above, all reports and any definitive proxy or information
         statements required to be filed by the Company with the Commission
         pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
         during the period mentioned in paragraph (f) below;

                  (e) during the period mentioned in paragraph (f) below, to
         advise the Representatives promptly, and to confirm such advice in
         writing, (i) when any amendment to the Registration Statement shall
         have become effective, (ii) of any request by the Commission for any
         amendment to the Registration Statement or any amendment or supplement
         to the Prospectus or for any additional information, (iii) of the
         issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement or the initiation or
         threatening of any proceeding for that purpose, and (iv) of the receipt
         by the Company of any notification with respect to any suspension of
         the qualification of the Securities for offer and sale in any
         jurisdiction or the


                                       6
<PAGE>

         initiation or threatening of any proceeding for such purpose; and to
         use its best efforts to prevent the issuance of any such stop order or
         notification and, if issued, to obtain as soon as possible the
         withdrawal thereof;

                  (f) if, during such period after the first date of the public
         offering of the Securities as in the opinion of counsel for the
         Underwriters a prospectus relating to the Securities is required by law
         to be delivered in connection with sales by an Underwriter or dealer,
         any event shall occur as a result of which it is necessary to amend or
         supplement the Prospectus in order to make the statements therein, in
         the light of the circumstances when the Prospectus is delivered to a
         purchaser, not misleading, or if it is necessary to amend or supplement
         the Prospectus to comply with law, forthwith to prepare and furnish, at
         the expense of the Company, to the Underwriters and to the dealers
         (whose names and addresses the Representatives will furnish to the
         Company) to which Securities may have been sold by the Representatives
         on behalf of the Underwriters and to any other dealers upon request,
         such amendments or supplements to the Prospectus as may be necessary so
         that the statements in the Prospectus as so amended or supplemented
         will not, in the light of the circumstances when the Prospectus is
         delivered to a purchaser, be misleading or so that the Prospectus will
         comply with law;

                  (g) to endeavor to qualify the Securities for offer and sale
         under the securities or Blue Sky laws of such jurisdictions as the
         Representatives shall reasonably request and to continue such
         qualification in effect so long as reasonably required for distribution
         of the Securities and to pay all fees and expenses (including fees and
         disbursements of counsel to the Underwriters) reasonably incurred in
         connection with such qualification and in connection with the
         determination of the eligibility of the Securities for investment under
         the laws of such jurisdictions as the Representatives may designate;
         provided that the Company shall not be required to file a general
         consent to service of process in any jurisdiction;

                  (h) to make generally available to its security holders and to
         the Representatives as soon as practicable an earnings statement
         covering a period of at least twelve months beginning with the first
         fiscal quarter of the Company occurring after the effective date of the
         Registration Statement, which shall satisfy the provisions of Section
         11(a) of the Securities Act and Rule 158 of the Commission promulgated
         thereunder;

                  (i) for a period of two years after the delivery of the
         Securities, to furnish to the Representatives copies of all reports or
         other communications (financial or other) furnished to holders of
         Securities, and copies of any reports and financial statements
         furnished to or filed with the Commission or any national securities
         exchange, except for such reports and financial statements furnished to
         or filed with the Commission via the Electronic Data Gathering,
         Analysis and Retrieval System;

                  (j) during the period beginning on the date hereof and
         continuing to and including the Business Day following the Closing
         Date, not to offer,


                                       7
<PAGE>

         sell, contract to sell or otherwise dispose of any debt securities of
         or guaranteed by the Company which are substantially similar to the
         Securities without prior written consent of the Representatives; and

                  (k) to pay all costs and expenses incident to the performance
         of its obligations hereunder, including without limiting the generality
         of the foregoing, all costs and expenses (i) incident to the
         preparation, issuance, execution, authentication and delivery of the
         Securities, including any expenses of the Trustee, (ii) incident to the
         preparation, printing and filing under the Securities Act of the
         Registration Statement, the Prospectus and any preliminary prospectus
         (including in each case all exhibits, amendments and supplements
         thereto), (iii) incurred in connection with the registration or
         qualification and determination of eligibility for investment of the
         Securities under the laws of such jurisdictions as the Underwriters may
         designate (including fees of counsel for the Underwriters and their
         disbursements), (iv) in connection with the listing of the Securities
         on any stock exchange, (v) related to any filing with National
         Association of Securities Dealers, Inc., (vi) in connection with the
         printing (including word processing and duplication costs) and delivery
         of this Agreement, the Indenture, the Preliminary and Supplemental Blue
         Sky Memoranda and any Legal Investment Survey and the furnishing to
         underwriters and dealers of copies of the Registration Statement and
         the Prospectus, including mailing and shipping, as herein provided and
         (vii) payable to rating agencies in connection with the rating of the
         Securities.

         6. The several obligations of the Underwriters hereunder shall be
subject to the following conditions:

                  (a) the representations and warranties of the Company
         contained herein are true and correct on and as of the Closing Date as
         if made on and as of the Closing Date and the Company shall have
         complied with all agreements and all conditions on its part to be
         performed or satisfied hereunder at or prior to the Closing Date;

                  (b) the Prospectus shall have been filed with the Commission
         pursuant to Rule 424 within the applicable time period prescribed for
         such filing by the rules and regulations under the Securities Act; no
         stop order suspending the effectiveness of the Registration Statement
         shall be in effect, and no proceedings for such purpose shall be
         pending before or threatened by the Commission; and all requests for
         additional information on the part of the Commission shall have been
         complied with to the satisfaction of the Representatives;

                  (c) subsequent to the execution and delivery of this Agreement
         and prior to the Closing Date, there shall not have occurred any
         downgrading, nor shall any notice have been given of (i) any intended
         or potential downgrading or (ii) any review or possible change that
         does not indicate an improvement, in the rating accorded any securities
         of or guaranteed by the


                                       8
<PAGE>

         Company by any "nationally recognized statistical rating organization",
         as such term is defined for purposes of Rule 436(g)(2) under the
         Securities Act;

                  (d) since the respective dates as of which information is
         given in the Prospectus there shall not have been any material adverse
         change or any development that could reasonably be expected to result
         in a material adverse change, in or affecting the general affairs,
         business, prospects, management, financial position, stockholders'
         equity or results of operations of the Company and its subsidiaries,
         taken as a whole, otherwise than as set forth or contemplated in the
         Prospectus, the effect of which in the judgment of the Representatives
         makes it impracticable or inadvisable to proceed with the public
         offering or the delivery of the Securities on the terms and in the
         manner contemplated in the Prospectus;

                  (e) the Representatives shall have received on and as of the
         Closing Date a certificate of an executive officer of the Company
         satisfactory to the Representatives to the effect set forth in
         subsections (a) through (c) of this Section and to the further effect
         that there has not occurred any material adverse change, or any
         development involving a prospective material adverse change, in or
         affecting the general affairs, business, prospects, management,
         financial position, stockholders' equity or results of operations of
         the Company and its subsidiaries taken as a whole from that set forth
         or contemplated in the Prospectus;

                  (f) the General Counsel of the Company shall have furnished to
         the Representatives his written opinion, dated the Closing Date, in
         form and substance satisfactory to the Representatives, to the effect
         that:

                           (i) the Company has been duly incorporated and is
                  validly existing as a corporation in good standing under the
                  laws of its jurisdiction of incorporation, with corporate
                  power and authority to own its properties and conduct its
                  business as described in the Prospectus;

                           (ii) the Company has been duly qualified as a foreign
                  corporation for the transaction of business and is in good
                  standing under the laws of each other jurisdiction in which it
                  owns or leases properties, or conducts any business, so as to
                  require such qualification, other than where the failure to be
                  so qualified or in good standing would not have a material
                  adverse effect on the Company and its subsidiaries taken as a
                  whole;

                           (iii) each of the Material Subsidiaries has been duly
                  incorporated and is validly existing as a corporation under
                  the laws of its jurisdiction of incorporation with corporate
                  power and authority to own its properties and conduct its
                  business as described in the Prospectus and has been duly
                  qualified as a foreign corporation for the transaction of
                  business and is in good standing under the laws of each other
                  jurisdiction in which it owns or leases properties, or


                                       9
<PAGE>

                  conducts any business, so as to require such qualification,
                  other than where the failure to be so qualified and in good
                  standing would not have a material adverse effect on the
                  Company and its subsidiaries taken as a whole; and all of the
                  issued shares of capital stock of each Material Subsidiary
                  have been duly and validly authorized and issued, are fully
                  paid and non-assessable, and (except in the case of foreign
                  subsidiaries, for directors' qualifying shares) are owned
                  directly or indirectly by the Company, free and clear of all
                  liens, encumbrances, equities or claims;

                           (iv) other than as set forth or contemplated in the
                  Prospectus, there are no legal or governmental proceedings
                  pending or, to the best of such counsel's knowledge,
                  threatened to which the Company or any of its subsidiaries is
                  or, with respect to threatened proceedings, may be a party or
                  to which any property of the Company or its subsidiaries is
                  or, with respect to threatened proceedings, may be the subject
                  in which there is a reasonable probability of an adverse
                  decision which could individually or in the aggregate
                  reasonably be expected to have a material adverse effect on
                  the general affairs, business, prospects, management,
                  financial position, stockholders' equity or results of
                  operations of the Company and its subsidiaries taken as a
                  whole; and such counsel does not know of any contracts or
                  other documents of a character required to be filed as an
                  exhibit to the Registration Statement or required to be
                  described in the Registration Statement or the Prospectus
                  which are not filed or described as required;

                           (v) this Agreement has been duly authorized, executed
                  and delivered by the Company;

                           (vi) the Securities have been duly authorized,
                  executed and delivered by the Company and, when duly
                  authenticated in accordance with the terms of the Indenture
                  and delivered to and paid for by the Underwriters in
                  accordance with the terms of this Agreement, will constitute
                  valid and binding obligations of the Company entitled to the
                  benefits provided by the Indenture, enforceable in accordance
                  with their terms, except as the same may be limited by
                  bankruptcy, insolvency or similar laws affecting creditors'
                  rights generally or by general principles of equity;

                           (vii) the Indenture has been duly authorized,
                  executed and delivered by the Company and constitutes a valid
                  and binding instrument of the Company, enforceable in
                  accordance with its terms, except as the same may be limited
                  by bankruptcy, insolvency or similar laws affecting creditors'
                  rights generally or by general principles of equity; and the
                  Indenture has been duly qualified under the Trust Indenture
                  Act;



                                       10
<PAGE>

                           (viii) neither the Company nor any of its
                  subsidiaries is, or with the giving of notice or lapse of time
                  or both would be, in violation of or in default under, its
                  Certificate of Incorporation or By-Laws or any indenture,
                  mortgage, deed of trust, loan agreement or other agreement or
                  instrument known to such counsel to which the Company or any
                  of its subsidiaries is a party or by which it or any of them
                  or any of their respective properties is bound, except for
                  violations and defaults which individually and in the
                  aggregate are not material to the Company and its subsidiaries
                  taken as a whole or to the holders of the Securities; the
                  issue and sale of the Securities and the performance by the
                  Company of its obligations under the Securities, the Indenture
                  and this Agreement and the consummation of the transactions
                  herein and therein contemplated will not conflict with or
                  result in a breach of any of the terms or provisions of, or
                  constitute a default under, any indenture, mortgage, deed of
                  trust, loan agreement or other material agreement or
                  instrument known to such counsel to which the Company or any
                  of its subsidiaries is a party or by which the Company or any
                  of its subsidiaries is bound or to which any of the property
                  or assets of the Company or any of its subsidiaries is
                  subject, nor will any such action result in any violation of
                  the provisions of the Certificate of Incorporation, or the
                  By-Laws of the Company or any applicable law or statute or any
                  order, rule or regulation of any court or governmental agency
                  or body having jurisdiction over the Company, its subsidiaries
                  or any of their respective properties;

                           (ix) no consent, approval, authorization, order,
                  registration or qualification of or with any court or
                  governmental agency or body is required for the issue and sale
                  of the Securities or the consummation of the other
                  transactions contemplated by this Agreement or the Indenture,
                  except such consents, approvals, authorizations, registrations
                  or qualifications as have been obtained under the Securities
                  Act and the Trust Indenture Act and as may be required under
                  state securities or Blue Sky laws in connection with the
                  purchase and distribution of the Securities by the
                  Underwriter;

                           (x) the statements in (i) the Prospectus under
                  "Recent Developments", "Description of the Notes",
                  "Description of Debt Securities", "Plan of Distribution" and
                  "Underwriting", (ii) Note 6 of the Notes to Consolidated
                  Financial Statements in the Company's Quarterly Report on Form
                  10-Q for the quarter ended June 30, 2003 and (iii) the
                  Registration Statement in Item 15, insofar as such statements
                  constitute a summary of the legal matters, documents or
                  proceedings referred to therein, fairly present the
                  information called for with respect to such legal matters,
                  documents or proceedings; and

                           (xi) such counsel (A) is of the opinion that each
                  document incorporated by reference in the Registration
                  Statement and the Prospectus (except for the financial
                  statements and the Form


                                       11
<PAGE>

                  T-1 included therein as to which such counsel need express no
                  opinion) complied as to form when filed with the Commission in
                  all material respects with the Exchange Act, (B) believes that
                  (except for the financial statements and the Form T-1 included
                  therein as to which such counsel need express no belief) each
                  part of the Registration Statement (including the documents
                  incorporated by reference therein) filed with the Commission
                  pursuant to the Securities Act relating to the Securities,
                  when such part became effective, did not contain an untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading, (C) is of the opinion that
                  the Registration Statement and the Prospectus and any
                  amendments and supplements thereto (except for the financial
                  statements and the Form T-1 included therein as to which such
                  counsel need express no opinion) comply as to form in all
                  material respects with the requirements of the Securities Act
                  and (D) believes that (except for the financial statements and
                  the Form T-1 included therein as to which such counsel need
                  express no belief) the Registration Statement, as supplemented
                  by the prospectus supplement contained in the Prospectus, and
                  the Prospectus, on the date of this Agreement, did not contain
                  any untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading, and that the
                  Prospectus as amended or supplemented, if applicable, does not
                  contain any untrue statement of a material fact or omit to
                  state a material fact necessary in order to make the
                  statements therein, in the light of the circumstances under
                  which they were made, not misleading.

                           In rendering such opinions, such counsel may rely (A)
                   as to matters involving the application of laws other than
                   the laws of the United States and the States of New York and
                   Delaware, to the extent such counsel deems proper and to the
                   extent specified in such opinion, if at all, upon an opinion
                   or opinions (reasonably satisfactory to Underwriters'
                   counsel) of other counsel reasonably acceptable to the
                   Underwriters' counsel, familiar with the applicable laws; and
                   (B) as to matters of fact, to the extent such counsel deems
                   proper, on certificates of responsible officers of the
                   Company and certificates or other written statements of
                   officials of jurisdictions having custody of documents
                   respecting the corporate existence or good standing of the
                   Company. The opinion of such counsel for the Company shall
                   state that the opinion of any such other counsel is in form
                   satisfactory to such counsel and, in such counsel's opinion,
                   the Underwriters and they are justified in relying thereon.
                   With respect to the matters to be covered in subparagraph
                   (xi) above, counsel may state their opinion and belief is
                   based upon their participation in the preparation of the
                   Registration Statement and the Prospectus and any amendment
                   or supplement thereto (including the documents


                                       12
<PAGE>

                  incorporated by reference, therein) but is without independent
                  check or verification except as specified.

                  (g) on the date of this Agreement and on the Closing Date,
         Deloitte & Touche shall have furnished to the Representatives letters,
         dated the respective dates of delivery thereof and addressed to the
         Underwriters, in form and substance satisfactory to the
         Representatives, containing statements and information of the type
         customarily included in accountants "comfort letters" to underwriters
         with respect to the financial statements and certain financial
         information contained or incorporated by reference in the Registration
         Statement and the Prospectus; provided that the letter delivered on the
         Closing Date shall use a "cut-off" date no more than three business
         days prior to the Closing Date;

                  (h) the Representatives shall have received on and as of the
         Closing Date an opinion of Davis Polk & Wardwell, counsel to the
         Underwriters, with respect to the validity of the Indenture and the
         Securities, the Registration Statement, the Prospectus and other
         related matters as the Representatives may reasonably request, and such
         counsel shall have received such papers and information as they may
         reasonably request to enable them to pass upon such matters; and

                  (i) on or prior to the Closing Date, the Company shall have
         furnished to the Representatives such further certificates and
         documents as are usual and customary in transactions of the nature
         contemplated herein as the Representatives shall reasonably request.

         7. The Company agrees to indemnify and hold harmless each Underwriter,
its directors and officers and each person, if any, who controls any Underwriter
within the meaning of either Section 15 of the Securities Act or Section 20 of
the Exchange Act, from and against any and all losses, claims, damages and
liabilities (including without limitation the legal fees and other expenses
incurred in connection with any suit, action or proceeding or any claim
asserted) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or the Prospectus (as
amended or supplemented if the Company shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or caused by any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages or liabilities are caused by any untrue statement
or omission or alleged untrue statement or omission made in reliance upon and in
conformity with information relating to any Underwriter furnished to the Company
in writing by such Underwriter through the Representatives expressly for use
therein; provided that the foregoing indemnity with respect to any preliminary
prospectus shall not inure to the benefit of any Underwriter (or to the benefit
of any person controlling such Underwriter) from whom the person asserting any
such losses, claims, damages or liabilities purchased Securities if such untrue
statement or omission or alleged untrue statement or omission made in such
preliminary prospectus is eliminated or remedied in the Prospectus (as amended
or supplemented if the Company shall have furnished any amendments or
supplements


                                       13
<PAGE>

thereto) and, if required by law, a copy of the Prospectus (as so amended or
supplemented) shall not have been furnished to such person at or prior to the
written confirmation of the sale of such Securities to such person.

         Each Underwriter agrees, severally and not jointly to indemnify and
hold harmless the Company, its directors, its officers who sign the Registration
Statement and each person who controls the Company within the meaning of Section
15 of the Securities Act and Section 20 of the Exchange Act, to the same extent
as the foregoing indemnity from the Company to each Underwriter, but only with
reference to information relating to such Underwriter furnished to the Company
in writing by such Underwriter through the Representatives expressly for use in
the Registration Statement, the Prospectus, any amendment or supplement thereto,
or any preliminary prospectus.

         If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any person in respect of which indemnity may be sought pursuant to either of the
two preceding paragraphs, such person (the "Indemnified Person") shall promptly
notify the person against whom such indemnity may be sought (the "Indemnifying
Person") in writing, and the Indemnifying Person, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the
Indemnified Person to represent the Indemnified Person and any others the
Indemnifying Person may designate in such proceeding and shall pay the fees and
expenses of such counsel related to such proceeding. In any such proceeding, any
Indemnified Person shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such Indemnified Person
unless (i) the Indemnifying Person and the Indemnified Person shall have
mutually agreed to the contrary, (ii) the Indemnifying Person has failed within
a reasonable time to retain counsel reasonably satisfactory to the Indemnified
Person or (iii) the named parties in any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them. It is
understood that the Indemnifying Person shall not, in connection with any
proceeding or related proceeding in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all Indemnified Persons, and that all such fees and expenses shall
be reimbursed as they are incurred. Any such separate firm for the Underwriters
and such control persons of Underwriters shall be designated in writing by the
first of the named Representatives on Schedule I hereto and any such separate
firm for the Company, its directors, its officers who sign the Registration
Statement and such control persons of the Company shall be designated in writing
by the Company. The Indemnifying Person shall not be liable for any settlement
of any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify any Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an Indemnified Person shall have requested an
Indemnifying Person to reimburse the Indemnified Person for fees and expenses of
counsel as contemplated by the third sentence of this paragraph, the
Indemnifying Person agrees that it shall be


                                       14
<PAGE>

liable for any settlement of any proceeding effected without its written consent
if (i) such settlement is entered into more than 90 days after receipt by such
Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person
shall not have reimbursed the Indemnified Person in accordance with such request
prior to the date of such settlement. No Indemnifying Person shall, without the
prior written consent of the Indemnified Person, effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Person, unless such settlement includes an unconditional
release of such Indemnified Person from all liability on claims that are the
subject matter of such proceeding.

         If the indemnification provided for in the first and second paragraphs
of this Section 7 is unavailable to an Indemnified Person or insufficient in
respect of any losses, claims, damages or liabilities referred to therein, then
each Indemnifying Person under such paragraph, in lieu of indemnifying such
Indemnified Person thereunder, shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company on the one hand and the Underwriters on the
other hand from the offering of the Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Company on the one
hand and the Underwriters on the other in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received
by the Company on the one hand and the Underwriters on the other shall be deemed
to be in the same respective proportions as the net proceeds from the offering
of such Securities (before deducting expenses) received by the Company and the
total underwriting discounts and the commissions received by the Underwriters
bear to the aggregate public offering price of the Securities. The relative
fault of the Company on the one hand and the Underwriters on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the
Underwriters and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

         The Company and the Underwriters agree that it would not be just and
equitable if contribution pursuant to this Section 7 were determined by pro rata
allocation (even if the Underwriters were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The
amount paid or payable by an Indemnified Person as a result of the losses,
claims, damages and liabilities referred to in the immediately preceding
paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses incurred by such Indemnified Person in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall an
Underwriter be required to contribute any amount in excess of the amount by
which the total price at which the Securities underwritten by it and


                                       15
<PAGE>

distributed to the public were offered to the public exceeds the amount of any
damages that such Underwriter has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The Underwriters'
obligations to contribute pursuant to this Section 7 are several in proportion
to the respective principal amount of the Securities set forth opposite their
names in Schedule II hereto, and not joint.

         The indemnity and contribution agreements contained in this Section 7
are in addition to any liability which the Indemnifying Persons may otherwise
have to the Indemnified Persons referred to above.

         The indemnity and contribution agreements contained in this Section 7
and the representations and warranties of the Company set forth in this
Agreement shall remain operative and in full force and effect regardless of (i)
any termination of this Agreement, (ii) any investigation made by or on behalf
of any Underwriter or any person controlling any Underwriter or by or on behalf
of the Company, its officers or directors or any other person controlling the
Company and (iii) acceptance of and payment for any of the Securities.

         8. Notwithstanding anything herein contained, this Agreement may be
terminated in the absolute discretion of the Representatives, by notice given to
the Company, if after the execution and delivery of this Agreement and prior to
the Closing Date (i) trading generally shall have been suspended or materially
limited on the New York Stock Exchange or the over-the-counter market, (ii)
trading of any securities of or guaranteed by the Company shall have been
suspended on any exchange or in any over-the-counter market, (iii) a general
moratorium on commercial banking activities in New York shall have been declared
by either Federal or New York State authorities, (iv) a material disruption of
the settlement or clearance of debt securities in the United States shall occur
and continue until at least the business day preceding the Closing Date or (v)
there shall have occurred any outbreak or escalation of hostilities or any
change in financial markets or any calamity or crisis, either within or outside
the United States, that, in the judgment of the Representatives, is material and
adverse and makes it impracticable or inadvisable to proceed with the offering,
sale or delivery of the Securities on the terms and in the manner contemplated
by this Agreement and the Prospectus.

         9. If, on the Closing Date, any one or more of the Underwriters shall
fail or refuse to purchase Securities which it or they have agreed to purchase
under this Agreement, and the aggregate principal amount of Securities which
such defaulting Underwriter or Underwriters agreed but failed or refused to
purchase is not more than one-tenth of the aggregate principal amount of the
Securities, the other Underwriters shall be obligated severally in the
proportions that the principal amount of Securities set forth opposite their
respective names in Schedule II hereto bears to the aggregate principal amount
of Securities set forth opposite the names of all such non-defaulting
Underwriters, or in such other proportions as the Representatives may specify,
to purchase the Securities which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase on such date; provided that in no event
shall the


                                       16
<PAGE>

principal amount of Securities that any Underwriter has agreed to purchase
pursuant to Section 1 be increased pursuant to this Section 9 by an amount in
excess of one-ninth of such principal amount of Securities without the written
consent of such Underwriter. If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Securities and the aggregate
principal amount of Securities with respect to which such default occurs is more
than one-tenth of the aggregate principal amount of Securities to be purchased,
and arrangements satisfactory to the Representatives and the Company for the
purchase of such Securities are not made within 36 hours after such default,
this Agreement shall terminate without liability on the part of any
non-defaulting Underwriter or the Company. In any such case either the
Representatives or the Company shall have the right to postpone the Closing
Date, but in no event for longer than seven days, in order that the required
changes, if any, in the Registration Statement and in the Prospectus or in any
other documents or arrangements may be effected. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in respect
of any default of such Underwriter under this Agreement.

         10. If this Agreement shall be terminated by the Underwriters, or any
of them, because of any failure or refusal on the part of the Company to comply
with the terms or to fulfill any of the conditions of this Agreement, or if for
any reason the Company shall be unable to perform its obligations under this
Agreement or any condition of the Underwriters' obligations cannot be fulfilled,
the Company agrees to reimburse the Underwriters or such Underwriters as have so
terminated this Agreement with respect to themselves, severally, for all
out-of-pocket expenses (including the fees and expenses of their counsel)
reasonably incurred by such Underwriters in connection with this Agreement or
the offering of Securities.

         11. This Agreement shall inure to the benefit of and be binding upon
the Company, the Underwriters, any controlling persons referred to herein and
their respective successors and assigns. Nothing expressed or mentioned in this
Agreement is intended or shall be construed to give any other person, firm or
corporation any legal or equitable right, remedy or claim under or in respect of
this Agreement or any provision herein contained. No purchaser of Securities
from any Underwriter shall be deemed to be a successor by reason merely of such
purchase.

         12. Any action by the Underwriters hereunder may be taken by the
Representatives jointly or by the first of the named Representatives set forth
in Schedule I hereto alone on behalf of the Underwriters, and any such action
taken by the Representatives jointly or by the first of the named
Representatives set forth in Schedule I hereto alone shall be binding upon the
Underwriters. All notices and other communications hereunder shall be in writing
and shall be deemed to have been duly given if mailed or transmitted by any
standard form of telecommunication. Notices to the Underwriters shall be given
at the address set forth in Schedule I hereto. Notices to the Company shall be
given to it at 100 First Stamford Place, Stamford, Connecticut 06902; Attention:
Secretary.


                                       17
<PAGE>

         13. This Agreement may be signed in counterparts, each of which shall
be an original and all of which together shall constitute one and the same
instrument. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, without giving effect to the conflicts of
laws provisions thereof.

                                          Very truly yours,
                                          CRANE CO.
                                          By:
                                              ----------------------------------
                                              Name:
                                              Title:



Accepted:                  , 20
          -----------------    --

[UNDERWRITER(S)]

Acting severally on behalf of
[itself][themselves] and the several
Underwriters listed in Schedule II
hereto.

By:



By:
    ------------------------------------
    Name:
    Title:





                                       18
<PAGE>
                                                                      SCHEDULE I


<TABLE>
<CAPTION>
<S>                                                <C>
Representatives:
Trustee:
Underwriting Agreement dated:
Registration Statement No.:                        333-
Title of Securities:
Aggregate principal amount:
Purchase Price:                                    _____% of the principal amount of the Securities,
                                                   plus accrued interest, if any, from _____, 20__.
Price to Public:                                   _____% of the principal amount of the Securities,
                                                   plus accrued interest, if any, from ______, 20__.
Indenture:                                         Indenture dated as of ______, ____between the
                                                   Company and _______, as Trustee.
Maturity:
Interest Rate:                                     ____% per annum, accruing from _____, 20__.
Interest Payment Dates:
Optional Redemption Provisions:
Sinking Fund Provisions:
Closing Date and Time of Delivery:
Closing Location:
Address for Notices to Underwriters:
</TABLE>



                                       I-1
<PAGE>

                                                                     SCHEDULE II



                                                 Principal Amount
                                                  of Securities
Underwriter                                      To Be Purchased

                                                               $









          Total                                                $




                                      II-1



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>file003.txt
<DESCRIPTION>FORM OF SUBORDINATED INDENTURE
<TEXT>
<PAGE>



                                                                     EXHIBIT 4.2

                                    CRANE CO.

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,

                         A National Banking Association

                                     Trustee



                                    Indenture

                         Dated as of __________ __, 20__



                                   ----------



                          Subordinated Debt Securities




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



<PAGE>



                                TABLE OF CONTENTS

                                   ----------


                                                                      Page
                                                                      ----
PARTIES...............................................................1

RECITALS..............................................................1

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


                                   ARTICLE ONE

                                   DEFINITIONS

SECTION 1.1.   Certain Terms Defined..................................1
               Board of Directors.....................................2
               Business Day...........................................2
               Commission.............................................2
               Corporate Trust Office.................................2
               covenant defeasance....................................2
               defeasance.............................................2
               Event of Default.......................................2
               Holder, Holder of Securities, Securityholder...........2
               Indenture..............................................2
               interest...............................................2
               Issuer.................................................2
               mandatory sinking fund payment.........................2
               Officers' Certificate..................................2
               Opinion of Counsel.....................................3
               optional sinking fund payment..........................3
               Original Issue Date....................................3
               Original Issue Discount Security.......................3
               Outstanding............................................3
               person.................................................4
               principal..............................................4
               record date............................................4
               Responsible Officer....................................4


<PAGE>


                                                                            Page
                                                                            ----

               Security or Securities........................................4
               Senior Indebtedness...........................................4
               sinking fund payment date.....................................5
               Trustee.......................................................5
               Trust Indenture Act of 1939...................................5
               U.S. Government Obligations...................................5
               vice president................................................5
               Yield to Maturity.............................................5


                                   ARTICLE TWO

                                   SECURITIES

SECTION 2.1.   Forms Generally...............................................5
SECTION 2.2.   Form of Trustee's Certificate of Authentication...............6
SECTION 2.3.   Amount Unlimited; Issuable in Series..........................6
SECTION 2.4.   Authentication and Delivery of Securities.....................7
SECTION 2.5.   Execution of Securities.......................................8
SECTION 2.6.   Certificate of Authentication.................................9
SECTION 2.7.   Denomination and Date of Securities; Payments of Interest.....9
SECTION 2.8.   Registration, Transfer and Exchange...........................10
SECTION 2.9.   Mutilated, Defaced, Destroyed, Lost and Stolen Securities.....10
SECTION 2.10.  Cancellation of Securities; Destruction Thereof...............11
SECTION 2.11.  Temporary Securities..........................................11


                                  ARTICLE THREE

                     COVENANTS OF THE ISSUER AND THE TRUSTEE

SECTION 3.1.   Payment of Principal and Interest.............................12
SECTION 3.2.   Offices for Payments, etc.....................................12
SECTION 3.3.   Appointment to Fill a Vacancy in Office of Trustee............12
SECTION 3.4.   Paying Agents.................................................13
SECTION 3.5.   Certificate of the Issuer.....................................13
SECTION 3.6.   Securityholders Lists.........................................14
SECTION 3.7.   Reports by the Issuer.........................................14
SECTION 3.8.   Reports by the Trustee........................................14


                                       ii


<PAGE>

<TABLE>
<CAPTION>

                                                                                                         Page
                                                                                                         ----
<S>             <C>                                                                                     <C>
                                                        ARTICLE FOUR

                                            REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                                                      ON EVENT OF DEFAULT

SECTION 4.1.   Event of Default Defined; Acceleration of Maturity; Waiver of Default......................14
SECTION 4.2.   Collection of Indebtedness by Trustee; Trustee May Prove Debt..............................17
SECTION 4.3.   Application of Proceeds....................................................................19
SECTION 4.4.   Suits for Enforcement......................................................................20
SECTION 4.5.   Restoration of Rights on Abandonment of Proceedings........................................20
SECTION 4.6.   Limitations on Suits by Securityholders....................................................20
SECTION 4.7.   Unconditional Right of Securityholders to Institute Certain Suits..........................21
SECTION 4.8.   Powers and Remedies Cumulative; Delay or Omission Not Waiver of
               Default....................................................................................21
SECTION 4.9.   Control by Securityholders.................................................................21
SECTION 4.10.  Waiver of Past Defaults....................................................................22
SECTION 4.11.  Trustee to Give Notice of Default, But May Withhold in Certain
               Circumstances..............................................................................22
SECTION 4.12.  Right of Court to Require Filing of Undertaking to Pay Costs...............................22


                                                        ARTICLE FIVE

                                                     CONCERNING THE TRUSTEE

SECTION 5.1.   Duties and Responsibilities of the Trustee; During Default; Prior to
               Default....................................................................................23
SECTION 5.2.   Certain Rights of the Trustee..............................................................24
SECTION 5.3.   Trustee Not Responsible for Recitals, Disposition of Securities or
               Application of Proceeds Thereof............................................................25
SECTION 5.4.   Trustee and Agents May Hold Securities; Collections, etc...................................25
SECTION 5.5.   Monies Held by Trustee.....................................................................26
SECTION 5.6.   Compensation and Indemnification of Trustee and Its Prior Claim............................26
SECTION 5.7.   Right of Trustee to Rely on Officers' Certificate, etc.....................................26
SECTION 5.8.   Persons Eligible for Appointment as Trustee................................................26
SECTION 5.9    Resignation and Removal; Appointment of Successor Trustee..................................27
SECTION 5.10.  Acceptance of Appointment by Successor Trustee.............................................28
SECTION 5.11.  Merger, Conversion, Consolidation or Succession to
               Business of Trustee........................................................................29
</TABLE>


                                      iii

<PAGE>

<TABLE>
<CAPTION>

                                                                                                          Page
                                                                                                          ----
<S>            <C>                                                                                      <C>
                                                        ARTICLE SIX

                                              CONCERNING THE SECURITYHOLDERS

SECTION 6.1.   Evidence of Action Taken by Securityholders................................................29
SECTION 6.2.   Proof of Execution of Instruments and of Holding of Securities; Record
               Date.......................................................................................30
SECTION 6.3.   Holders to Be Treated as Owners............................................................30
SECTION 6.4.   Securities Owned by Issuer Deemed Not Outstanding..........................................30
SECTION 6.5.   Right of Revocation of Action Taken........................................................31


                                                       ARTICLE SEVEN

                                                  SUPPLEMENTAL INDENTURES

SECTION 7.1.   Supplemental Indentures Without Consent of Securityholders.................................31
SECTION 7.2.   Supplemental Indentures With Consent of Securityholders....................................32
SECTION 7.3.   Effect of Supplemental Indenture...........................................................33
SECTION 7.4.   Documents to Be Given to Trustee...........................................................33
SECTION 7.5.   Notation on Securities in Respect of Supplemental Indentures...............................33


                                                      ARTICLE EIGHT

                                         CONSOLIDATION, MERGER, SALE OR CONVEYANCE

SECTION 8.1.   Issuer may Consolidate, etc., on Certain Terms.............................................34
SECTION 8.2.   Successor Corporation Substituted..........................................................34
SECTION 8.3.   Opinion of Counsel to Trustee..............................................................35


                                                     ARTICLE NINE

                                       SATISFACTION AND DISCHARGE OF INDENTURE;
                                                 UNCLAIMED MONIES

SECTION 9.1.   Satisfaction and Discharge of Indenture....................................................35
SECTION 9.2.   Issuer's Option to Effect Defeasance or Covenant Defeasance................................36
SECTION 9.3.   Defeasance and Discharge...................................................................36
SECTION 9.4.   Covenant Defeasance........................................................................37
SECTION 9.5.   Conditions to Defeasance or Covenant Defeasance............................................37
SECTION 9.6.   Application by Trustee of Funds Deposited for Payment of Securities........................39
</TABLE>


                                       iv


<PAGE>

<TABLE>
<CAPTION>

                                                                                                          Page
                                                                                                          ----
<S>            <C>                                                                                       <C>
SECTION 9.7.   Repayment of Monies Held by Paying Agent...................................................39
SECTION 9.8.   Return of Monies Held By Trustee and Paying Agent Unclaimed for
               Three Years................................................................................39
SECTION 9.9.   Indemnity for U.S. Government Obligations..................................................39
SECTION 9.10.  Reinstatement..............................................................................39


                                                        ARTICLE TEN

                                                  MISCELLANEOUS PROVISIONS

SECTION 10.1.  Incorporators, Stockholders, Officers and Directors of Issuer Exempt
               from Individual Liability..................................................................40
SECTION 10.2.  Provisions of Indenture for the Sole Benefit of Parties and
               Securityholders............................................................................40
SECTION 10.3.  Successors and Assigns of Issuer Bound by Indenture........................................40
SECTION 10.4.  Notices and Demands on Issuer, Trustee and Securityholders.................................40
SECTION 10.5.  Officers' Certificates and Opinions of Counsel; Statements to Be
               Contained Therein..........................................................................41
SECTION 10.6.  Payments Due on Saturdays, Sundays and Holidays............................................42
SECTION 10.7.  Conflict of Any Provision of Indenture with Trust Indenture
               Act of 1939................................................................................42
SECTION 10.8.  New York Law to Govern.....................................................................42
SECTION 10.9.  Counterparts...............................................................................42
SECTION 10.10. Effect of Headings.........................................................................42


                                                      ARTICLE ELEVEN

                                        REDEMPTION OF SECURITIES AND SINKING FUNDS

SECTION 11.1.  Applicability of Article...................................................................42
SECTION 11.2.  Notice of Redemption; Partial Redemptions..................................................43
SECTION 11.3.  Payment of Securities Called for Redemption................................................44
SECTION 11.4.  Exclusion of Certain Securities from Eligibility for Selection for
               Redemption.................................................................................44
SECTION 11.5.  Mandatory and Optional Sinking Funds.......................................................44
</TABLE>


                                       v

<PAGE>


                                 ARTICLE TWELVE

                           SUBORDINATION OF SECURITIES

                                                                      Page
                                                                      ----

SECTION 12.1.  Agreement of Subordination.............................47
SECTION 12.2.  Payments to Securityholders............................47
SECTION 12.3.  Subrogation of Securities..............................48
SECTION 12.4.  Authorization by Securityholders.......................49
SECTION 12.5.  Notice to Trustee......................................49
SECTION 12.6.  Trustee's Relation to Senior Indebtedness..............50
SECTION 12.7.  No Impairment of Subordination.........................50
SECTION 12.8.  Defeasance of this Article Twelve......................51


TESTIMONIUM...........................................................51

SIGNATURES............................................................51

ACKNOWLEDGMENTS.......................................................52









                                       vi


<PAGE>





         INDENTURE dated as of __________ __, 20__ between CRANE CO., a Delaware
corporation (the "Issuer"), and LASALLE BANK NATIONAL ASSOCIATION, a national
banking association (the "Trustee").

                W I T N E S S E T H:


         WHEREAS, the Issuer has duly authorized the issue from time to time of
its unsecured bonds, debentures, notes or other evidences of indebtedness to be
issued in one or more series (the "Securities") up to such principal amount or
amounts as may from time to time be authorized in accordance with the terms of
this Indenture and to provide, among other things, for the authentication,
delivery and administration thereof, the Issuer has duly authorized the
execution and delivery of this Indenture; and

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

         NOW, THEREFORE:

         In consideration of the premises and the purchases of the Securities by
the Holders thereof, the Issuer and the Trustee mutually covenant and agree for
the equal and proportionate benefit of the respective Holders from time to time
of the Securities as follows:


                                   ARTICLE ONE

                                   DEFINITIONS

         SECTION 1.1 CERTAIN TERMS DEFINED. The following terms (except as
otherwise expressly provided or unless the context otherwise clearly requires)
for all purposes of this Indenture and of any indenture supplemental hereto
shall have the respective meanings specified in this Section. All other terms
used in this Indenture that are defined in the Trust Indenture Act of 1939 or
the definitions of which in the Securities Act of 1933 are referred to in the
Trust Indenture Act of 1939, including terms defined therein by reference to the
Securities Act of 1933 (except as herein otherwise expressly provided or unless
the context otherwise clearly requires), shall have the meanings assigned to
such terms in said Trust Indenture Act and in said Securities Act as in force at
the date of this Indenture. All accounting terms used herein and not expressly
defined shall have the meanings assigned to such terms in accordance with
generally accepted accounting principles, and the term "GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES" means such accounting principles as are generally
accepted at the time of any computation. The words "HEREIN", "HEREOF" and
"HEREUNDER" and other words of similar import refer to this Indenture as a whole
and not to any particular Article, Section or other subdivision. The terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular.


<PAGE>



         "BOARD OF DIRECTORS" means either the Board of Directors of the Issuer
or any committee of such Board duly authorized to act hereunder.

         "BUSINESS DAY" means, with respect to any Security, a day that in the
city (or in any of the cities, if more than one) in which amounts are payable,
as specified in the form of such Security, is not a day on which banking
institutions are authorized by law or regulation to close.

         "COMMISSION" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, or if at
any time after the execution and delivery 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 on such date.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date as of which this
Indenture is dated, located at 135 S. LaSalle St., Suite 1960, Chicago, Illinois
60603.

         "COVENANT DEFEASANCE" shall have the meaning set forth in Section 9.4.

         "DEFEASANCE" shall have the meaning set forth in Section 9.3.

         "EVENT OF DEFAULT" means any event or condition specified as such in
Section 4.1.

         "HOLDER", "HOLDER OF SECURITIES", "SECURITYHOLDER" or other similar
terms mean the registered holder of any Security.

         "INDENTURE" means this instrument as originally executed and delivered
or, if amended or supplemented as herein provided, as so amended or supplemented
or both, and shall include the forms and terms of particular series of
Securities established as contemplated hereunder.

         "INTEREST" means, when used with respect to non-interest bearing
Securities, interest payable after maturity.

         "ISSUER" means Crane Co., a Delaware corporation, and, subject to
Article Eight, its successors and assigns.

         "MANDATORY SINKING FUND PAYMENT" shall have the meaning set forth in
Section 11.5.

         "OFFICERS' CERTIFICATE" means a certificate signed by the chairman of
the Board of Directors or the president or any vice president and by the
treasurer or the secretary or any assistant secretary of the Issuer and
delivered to the Trustee. Each such certificate shall comply with Section 314 of
the Trust Indenture Act of 1939 and include the statements provided for in
Section 10.5.



                                       2
<PAGE>


         "OPINION OF COUNSEL" means an opinion in writing signed by legal
counsel who may be an employee of or counsel to the Issuer and who shall be
satisfactory to the Trustee. Each such opinion shall comply with Section 314 of
the Trust Indenture Act of 1939 and include the statements provided for in
Section 10.5, if and to the extent required hereby.

         "OPTIONAL SINKING FUND PAYMENT" shall have the meaning set forth in
Section 11.5.

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

         "ORIGINAL ISSUE DISCOUNT SECURITY" means any Security that provides for
an amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to Section 4.1.

         "OUTSTANDING", when used with reference to Securities, shall, subject
to the provisions of Section 6.4, mean, as of any particular time, all
Securities authenticated and delivered by the Trustee under this Indenture,
except:

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

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

         (c)   Securities in substitution for which other Securities shall have
               been authenticated and delivered, or which shall have been paid,
               pursuant to the terms of Section 2.9 (except with respect to any
               such Security as to which proof satisfactory to the Trustee is
               presented that such Security is held by a person in whose hands
               such Security is a legal, valid and binding obligation of the
               Issuer).

         In determining whether the Holders of the requisite principal amount of
Outstanding Securities of any or all series have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding for such purposes shall be the amount of the principal thereof that
would be due and payable as of the date of such determination upon a declaration
of acceleration of the maturity thereof pursuant to Section 4.1.




                                       3
<PAGE>


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

         "PRINCIPAL" whenever used with reference to the Securities or any
Security or any portion thereof, shall be deemed to include "and premium, if
any".

         "RECORD DATE" shall have the meaning set forth in Section 2.7.

         "RESPONSIBLE OFFICER" when used with respect to the Trustee means the
chairman of the board of directors, any vice chairman of the board of directors,
the chairman of the trust committee, the chairman of the executive committee,
any vice chairman of the executive committee, the president, any vice president,
the cashier, the secretary, the treasurer, any trust officer, any assistant
trust officer, any assistant vice president, any assistant cashier, any
assistant secretary, any assistant treasurer or any other officer or assistant
officer of the Trustee customarily performing functions similar to those
performed by the persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his or her
knowledge of and familiarity with the particular subject.

         "SECURITY" or "SECURITIES" has the meaning stated in the first recital
of this Indenture, or, as the case may be, Securities that have been
authenticated and delivered under this Indenture.

         "SENIOR INDEBTEDNESS" means the principal of, premium, if any, interest
on, and any other payment due pursuant to any of the following, whether
outstanding at the date hereof or hereafter incurred or created:

         (a)   all indebtedness of the Issuer for money borrowed (including any
               indebtedness secured by a mortgage, conditional sales contract or
               other lien which is (i) given to secure all or part of the
               purchase price of property subject thereto, whether given to the
               vendor of such property or to another or (ii) existing on
               property at the time of acquisition thereof);

         (b)   all indebtedness of the Issuer evidenced by notes, debentures,
               bonds or other securities;

         (c)   all lease obligations of the Issuer which are capitalized on the
               books of the Issuer in accordance with generally accepted
               accounting principles;

         (d)   all indebtedness of others of the kinds described in any of the
               preceding clauses (a) or (b) and all lease obligations of others
               of the kind described in the preceding clause (c) assumed by or
               guaranteed in any manner by the Issuer or in effect guaranteed by
               the Issuer through an agreement to purchase, contingent or
               otherwise; and



                                       4
<PAGE>


         (e)   all renewals, extensions or refundings of indebtedness of the
               kinds described in any of the preceding clauses (a), (b) or (d)
               and all renewals or extensions of lease obligations of the kinds
               described in any of the preceding clauses (c) or (d);

unless, in the case of any particular indebtedness, lease, renewal, extension or
refunding, the instrument or lease creating or evidencing the same or the
assumption or guarantee of the same expressly provides that such indebtedness,
lease, renewal, extension or refunding is subordinate to any other indebtedness
of the Issuer or is not superior in right of payment to, or is PARI PASSU with,
the Securities. Notwithstanding the foregoing, Senior Indebtedness shall not
include (i) any indebtedness or lease obligation of any kind of the Issuer to
any subsidiary of the Issuer, a majority of the voting stock of which is owned
by the Issuer or (ii) indebtedness for trade payables or constituting the
deferred purchase price of assets or services incurred in the ordinary course of
business.

         "SINKING FUND PAYMENT DATE" shall have the meaning set forth in
Section 11.5.

         "TRUSTEE" means the person identified as "Trustee" in the first
paragraph hereof and, subject to the provisions of Article Five, shall also
include any successor trustee.

         "TRUST INDENTURE ACT OF 1939" means the Trust Indenture Act of 1939 as
in force at the date as of which this Indenture was originally executed.

         "U.S. GOVERNMENT OBLIGATIONS" shall have the meaning set forth in
Section 9.1.

         "VICE PRESIDENT" when used with respect to the Issuer 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 of "vice president".

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


                                   ARTICLE TWO

                                   SECURITIES

         SECTION 2.1 FORMS GENERALLY. The Securities of each series shall be
substantially in such form (not inconsistent with this Indenture) as shall be
established by or pursuant to a resolution of the Board of Directors or in one
or more indentures supplemental hereto, in each case with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have imprinted or otherwise reproduced
thereon such legend or legends, not inconsistent with the provisions of this
Indenture, as may be required to comply with any law or with any rules or
regulations pursuant thereto, or with any rules of any securities exchange or to
conform to general usage, all as may be



                                       5
<PAGE>


determined by the officers executing such Securities, as evidenced by their
execution of the Securities.

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

         SECTION 2.2 FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION. The
Trustee's certificate of authentication on all Securities shall be in
substantially the following form:

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


                   Lasalle Bank National Association,
                       as Trustee


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



         SECTION 2.3 AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate
principal amount of Securities which may be authenticated and delivered under
this Indenture is unlimited.

         The Securities may be issued in one or more series. There shall be
established in or pursuant to a resolution of the Board of Directors and set
forth in an Officers' Certificate, or established in one or more indentures
supplemental hereto, prior to the issuance of Securities of any series:

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

         (2)   any limit upon the aggregate principal amount of the Securities
               of the series that may be authenticated and delivered under this
               Indenture (except for Securities authenticated and delivered upon
               registration of transfer of, or in exchange for, or in lieu of,
               other Securities of the series pursuant to Section 2.8, 2.9, 2.11
               or 11.3);

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

         (4)   the rate or rates at which the Securities of the series shall
               bear interest, if any, or the method by which such rate shall be
               determined, the date or dates from which such interest shall
               accrue, the interest payment dates on which such interest shall
               be



                                       6
<PAGE>


               payable and the record dates for the determination of
               Holders to whom interest is payable;

         (5)   the place or places where the principal of and any interest on
               Securities of the series shall be payable (if other than as
               provided in Section 3.2);

         (6)   the price or prices at which, the period or periods within which
               and the terms and conditions upon which Securities of the series
               may be redeemed, in whole or in part, at the option of the
               Issuer, pursuant to any sinking fund or otherwise;

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

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

         (9)   if other than the principal amount thereof, the portion of the
               principal amount of Securities of the series which shall be
               payable upon declaration of acceleration of the maturity thereof
               pursuant to Section 4.1 or provable in bankruptcy pursuant to
               Section 4.2;

         (10)  any other terms of the series (which terms shall not be
               inconsistent with the provisions of this Indenture); and

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

         All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such resolution of the Board of Directors or in any such indenture
supplemental hereto.

         SECTION 2.4 AUTHENTICATION AND DELIVERY OF SECURITIES. At any time and
from time to time after the execution and delivery of this Indenture, the Issuer
may deliver Securities of any series executed by the Issuer to the Trustee for
authentication, and the Trustee shall thereupon authenticate and deliver such
Securities to or upon the written order of the Issuer, signed by both (a) the
Chairman of its Board of Directors, any vice chairman of its Board of Directors,
its president or any vice president and (b) by its treasurer or any assistant
treasurer, without any further action by the Issuer. In authenticating such
Securities and accepting the additional responsibilities under this Indenture in
relation to such Securities the Trustee shall be entitled to receive, and
(subject to Section 5.1) shall be fully protected in relying upon:

         (1)   the written order of the Issuer referred to above requesting
               authentication of the Securities;



                                       7
<PAGE>


         (2)   a copy of any resolution or resolutions of the Board of Directors
               relating to such series, in each case certified by the secretary
               or an assistant secretary of the Issuer;

         (3)   an executed supplemental indenture, if any;

         (4)   an Officers' Certificate setting forth the form and terms of the
               Securities as required pursuant to Sections 2.1 and 2.3,
               respectively, and prepared in accordance with Section 10.5; and

         (5)   an Opinion of Counsel, prepared in accordance with Section 10.5,
               to the effect that:

               (a)   the form or forms and terms of such Securities have been
                     established by or pursuant to a resolution of the Board of
                     Directors or by a supplemental indenture as permitted by
                     Sections 2.1 and 2.3 in conformity with the provisions of
                     this Indenture;

               (b)   such Securities, when authenticated and delivered by the
                     Trustee and issued by the Issuer in the manner and subject
                     to any conditions specified in such Opinion of Counsel,
                     will constitute valid and binding obligations of the
                     Issuer;

               (c)   all laws and requirements in respect of the execution and
                     delivery by the Issuer of the Securities have been complied
                     with; and

               (d)   such other matters as the Trustee may reasonably request
                     have been covered.

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

         SECTION 2.5 EXECUTION OF SECURITIES. The Securities shall be signed on
behalf of the Issuer by both (a) the chairman of its Board of Directors, any
vice chairman of its Board of Directors, its president or any vice president and
(b) by its treasurer, any assistant treasurer, its secretary or any assistant
secretary, under its corporate seal which may, but need not, be attested. Such
signatures may be the manual or facsimile signatures of the present or any
future such officers. The seal of the Issuer may be in the form of a facsimile
thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Securities. Typographical and other minor errors or defects in any such
reproduction of the seal or any such signature shall not affect the validity or
enforceability of any Security that has been duly authenticated and delivered by
the Trustee.

         In case any officer of the Issuer who shall have signed any of the
Securities shall cease to be such officer before the Security so signed shall be
authenticated and delivered by the Trustee



                                       8
<PAGE>



or disposed of by the Issuer, such Security nevertheless may be authenticated
and delivered or disposed of as though the person who signed such Security had
not ceased to be such officer of the Issuer; and any Security may be signed on
behalf of the Issuer by such persons as, at the actual date of the execution of
such Security, shall be the proper officers of the Issuer, although at the date
of the execution and delivery of this Indenture any such person was not such an
officer.

         SECTION 2.6 CERTIFICATE OF AUTHENTICATION. Only such Securities as
shall bear thereon a certificate of authentication substantially in the form
hereinbefore recited, executed by the Trustee by the manual signature of one of
its authorized officers, shall be entitled to the benefits of this Indenture or
be valid or obligatory for any purpose. Such certificate by the Trustee upon any
Security executed by the Issuer shall be conclusive evidence that the Security
so authenticated has been duly authenticated and delivered hereunder and that
the Holder is entitled to the benefits of this Indenture.

         SECTION 2.7 DENOMINATION AND DATE OF SECURITIES; PAYMENTS OF INTEREST.
The Securities shall be issuable as registered securities without coupons and in
denominations as shall be specified as contemplated by Section 2.3. In the
absence of any such specification with respect to the Securities of any series,
the Securities of such series shall be issuable in denominations of $1,000 and
any multiple thereof. The Securities shall be numbered, lettered or otherwise
distinguished in such manner or in accordance with such plan as the officers of
the Issuer executing the same may determine with the approval of the Trustee as
evidenced by the execution and authentication thereof.

         Each Security shall be dated the date of its authentication, shall bear
interest, if any, from the date and shall be payable on the dates, in each case,
which shall be specified as contemplated by Section 2.3.

         The person in whose name any Security of any series is registered at
the close of business on any record date applicable to a particular series with
respect to any interest payment date for such series shall be entitled to
receive the interest, if any, payable on such interest payment date
notwithstanding any transfer or exchange of such Security subsequent to the
record date and prior to such interest payment date, except if and to the extent
the Issuer shall default in the payment of the interest due on such interest
payment date for such series, in which case such defaulted interest shall be
paid to the persons in whose names Outstanding Securities for such series are
registered at the close of business on a subsequent record date (which shall be
not less than five Business Days prior to the date of payment of such defaulted
interest) established by notice given by mail by or on behalf of the Issuer to
the Holders of Securities not less than 15 days preceding such subsequent record
date. The term "record date" as used with respect to any interest payment date
(except a date for payment of defaulted interest) shall mean the date specified
as such in the terms of the Securities of any particular series, or, if no such
date is so specified, if such interest payment date is the first day of a
calendar month, the fifteenth day of the next preceding calendar month or, if
such interest payment date is the fifteenth day of a calendar month, the first
day of such calendar month, whether or not such record date is a Business Day.



                                       9
<PAGE>


         SECTION 2.8 REGISTRATION, TRANSFER AND EXCHANGE. The Issuer will keep
or cause to be kept at each office or agency to be maintained for the purpose as
provided in Section 3.2 a register or registers in which, subject to such
reasonable regulations as it may prescribe, it will register, and will register
the transfer of, Securities as in this Article provided. Such register shall be
in written form in the English language or in any other form capable of being
converted into such form within a reasonable time. At all reasonable times such
register or registers shall be open for inspection by the Trustee.

         Upon due presentation for registration of transfer of any Security of
any series at any such office or agency to be maintained for the purpose as
provided in Section 3.2, the Issuer shall execute and the Trustee shall
authenticate and deliver in the name of the transferee or transferees a new
Security or Securities of the same series in authorized denominations for a like
aggregate principal amount.

         Any Security or Securities of any series may be exchanged for a
Security or Securities of the same series in other authorized denominations, in
an equal aggregate principal amount. Securities of any series to be exchanged
shall be surrendered at any office or agency to be maintained by the Issuer for
the purpose as provided in Section 3.2, and the Issuer shall execute and the
Trustee shall authenticate and deliver in exchange therefor the Security or
Securities of the same series which the Securityholder making the exchange shall
be entitled to receive, bearing numbers not contemporaneously outstanding.

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

         The Issuer may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any exchange or
registration of transfer of Securities. No service charge shall be made for any
such transaction.

         The Issuer shall not be required to exchange or register a transfer of
(a) any Securities of any series for a period of 15 days next preceding the
first mailing of notice of redemption of Securities of such series to be
redeemed or (b) any Securities selected, called or being called for redemption
except, in the case of any Security where public notice has been given that such
Security is to be redeemed in part, the portion thereof not so to be redeemed.

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

         SECTION 2.9 MUTILATED, DEFACED, DESTROYED, LOST AND STOLEN SECURITIES.
In case any temporary or definitive Security shall become mutilated or defaced
or be destroyed, lost or stolen, the Issuer in its discretion may execute, and
upon the written request of any officer of the Issuer, the Trustee shall
authenticate and deliver, a new Security of the same series, bearing a number
not contemporaneously outstanding, in exchange and



                                       10
<PAGE>



substitution for the mutilated or defaced Security, or in lieu of and as
substitution for the Security so destroyed, lost or stolen. In every case the
applicant for a substitute Security shall furnish to the Issuer, the Trustee and
any agent of the Issuer or the Trustee such security or indemnity as may be
required by them to indemnify and defend and to save each of them harmless and,
in every case of destruction, loss or theft, evidence to their satisfaction of
the destruction, loss or theft of such Security and of the ownership thereof.

         Upon the issuance of any substitute Security, the Issuer 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. In case any Security
which has matured or is about to mature or has been called for redemption in
full shall become mutilated or defaced or be destroyed, lost or stolen, the
Issuer may, instead of issuing a substitute Security, pay or authorize the
payment of the same (without surrender thereof except in the case of a mutilated
or defaced Security), if the applicant for such payment shall furnish to the
Issuer, to the Trustee and any agent of the Issuer or the Trustee such security
or indemnity as any of them may require to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Issuer, the Trustee and any agent of the Issuer or the Trustee evidence to
their satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.

         Every substitute Security of any series issued pursuant to the
provisions of this Section by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Issuer, whether or not the destroyed, lost or stolen Security shall be at
any time enforceable by anyone and shall be entitled to all the benefits of (but
shall be subject to all the limitations of rights set forth in) this Indenture
equally and proportionately with any and all other Securities of such series
duly authenticated and delivered hereunder. All Securities shall be held and
owned upon the express condition that, to the extent permitted by law, the
foregoing provisions are exclusive with respect to the replacement or payment of
mutilated, defaced, destroyed, lost or stolen Securities and shall preclude any
and all other rights or remedies notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.

         SECTION 2.10 CANCELLATION OF SECURITIES; DESTRUCTION THEREOF. All
Securities surrendered for payment, redemption, registration of transfer or
exchange, or for credit against any payment in respect of a sinking or analogous
fund, if surrendered to the Issuer or any agent of the Issuer or the Trustee,
shall be delivered to the Trustee for cancellation or, if surrendered to the
Trustee, shall be cancelled by it; and no Securities shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. The Trustee shall destroy cancelled Securities held by it and deliver
a certificate of destruction to the Issuer. If the Issuer shall acquire any of
the Securities, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are delivered to the Trustee for cancellation.

         SECTION 2.11 TEMPORARY SECURITIES. Pending the preparation of
definitive Securities for any series, the Issuer may execute and the Trustee
shall authenticate and deliver



                                       11
<PAGE>



temporary Securities for such series (printed, lithographed, typewritten or
otherwise reproduced, in each case in form satisfactory to the Trustee).
Temporary Securities of any series shall be issuable as registered Securities
without coupons, of any authorized denomination, and substantially in the form
of the definitive Securities of such series, but with such omissions, insertions
and variations as may be appropriate for temporary Securities, all as may be
determined by the Issuer with the concurrence of the Trustee. Temporary
Securities may contain such reference to any provisions of this Indenture as may
be appropriate. Every temporary Security shall be executed by the Issuer and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities. Without
unreasonable delay the Issuer shall execute and shall furnish definitive
Securities of such series and thereupon temporary Securities of such series may
be surrendered in exchange therefor without charge at each office or agency to
be maintained by the Issuer for that purpose pursuant to Section 3.2, and the
Trustee shall authenticate and deliver in exchange for such temporary Securities
of such series a like aggregate principal amount of definitive Securities of the
same series of authorized denominations. Until so exchanged, the temporary
Securities of any series shall be entitled to the same benefits under this
Indenture as definitive Securities of such series.


                                  ARTICLE THREE

                     COVENANTS OF THE ISSUER AND THE TRUSTEE

         SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST. The Issuer covenants and
agrees for the benefit of each series of Securities that it will duly and
punctually pay or cause to be paid the principal of, and interest on, each of
the Securities of such series at the place or places, at the respective times
and in the manner provided in such Securities. Each installment of interest on
the Securities of any series may be paid by mailing checks for such interest
payable to or upon the written order of the Holders of Securities entitled
thereto as they shall appear on the registry books of the Issuer.

         SECTION 3.2 OFFICES FOR PAYMENTS, ETC. So long as any of the Securities
remain Outstanding, the Issuer will maintain in the Borough of Manhattan, City
of New York, the following for each series: an office or agency (a) where the
Securities may be presented for payment, (b) where the Securities may be
presented for registration of transfer and for exchange as in this Indenture
provided and (c) where notices and demands to or upon the Issuer in respect of
the Securities or of this Indenture may be served. The Issuer will give to the
Trustee written notice of the location of any such office or agency and of any
change of location thereof. Unless otherwise specified in accordance with
Section 2.3, the Issuer hereby initially designates the Corporate Trust Office
as the office to be maintained by it for each such purpose. In case the Issuer
shall fail to so designate or maintain any such office or agency or shall fail
to give such notice of the location or of any change in the location thereof,
presentations and demands may be made and notices may be served at the Corporate
Trust Office.

         SECTION 3.3 APPOINTMENT TO FILL A VACANCY IN OFFICE OF TRUSTEE. The
Issuer, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in



                                       12
<PAGE>



the manner provided in Section 5.9, a Trustee, so that there shall at all times
be a Trustee with respect to each series of Securities hereunder.

         SECTION 3.4 PAYING AGENTS. Whenever the Issuer shall appoint a paying
agent other than the Trustee with respect to the Securities of any series, it
will cause such paying agent to execute and deliver to the Trustee an instrument
in which such agent shall agree with the Trustee, subject to the provisions of
this Section, that:

         (a)   it will hold all sums received by it as such agent for the
               payment of the principal of or interest on the Securities of such
               series (whether such sums have been paid to it by the Issuer or
               by any other obligor on the Securities of such series) in trust
               for the benefit of the Holders of the Securities of such series
               or of the Trustee;

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

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

         The Issuer will, on or prior to each due date of the principal of or
interest on the Securities of such series, deposit with the paying agent a sum
sufficient to pay such principal or interest so becoming due, and (unless such
paying agent is the Trustee) the Issuer will promptly notify the Trustee of any
failure to take such action.

         If the Issuer shall act as its own paying agent with respect to the
Securities of any series, it will, on or before each due date of the principal
of or interest on the Securities of such series, set aside, segregate and hold
in trust for the benefit of the Holders of the Securities of such series a sum
sufficient to pay such principal or interest so becoming due. The Issuer will
promptly notify the Trustee of any failure to take such action.

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

         Anything in this Section to the contrary notwithstanding, the agreement
to hold sums in trust as provided in this Section is subject to the provisions
of Sections 9.7 and 9.8.

         SECTION 3.5 CERTIFICATE OF THE ISSUER. The Issuer will furnish to the
Trustee on or before April 30 in each year (beginning with 1995) a brief
certificate (which need not comply with Section 10.5) from the principal
executive, financial or accounting officer of the Issuer as to his or her
knowledge of the Issuer's compliance with all conditions and covenants



                                       13
<PAGE>


under the Indenture (such compliance to be determined without regard to any
period of grace or requirement of notice provided under the Indenture).

         SECTION 3.6 SECURITYHOLDERS LISTS. If and so long as the Trustee shall
not be the Security registrar for the Securities of any series, the Issuer will
furnish or cause to be furnished to the Trustee a list in such form as the
Trustee may reasonably require of the names and addresses of the Holders of the
Securities of such series pursuant to Section 312 of the Trust Indenture Act of
1939 (a) semi-annually not more than 15 days after each record date for the
payment of interest on such Securities, as hereinabove specified, as of such
record date and on dates to be determined pursuant to Section 2.3 for
non-interest bearing securities in each year and (b) at such other times as the
Trustee may request in writing, within 30 days after receipt by the Issuer of
any such request as of a date not more than 15 days prior to the time such
information is furnished.

         SECTION 3.7 REPORTS BY THE ISSUER. The Issuer covenants to file with
the Trustee, within 15 days after the Issuer is required to file the same with
the Commission, copies of the annual reports and of the information, documents
and other reports which the Issuer may be required to file with the Commission
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

         SECTION 3.8 REPORTS BY THE TRUSTEE. Any Trustee's report required under
Section 313(a) of the Trust Indenture Act of 1939 shall be transmitted on or
before July 15 in each year following the date hereof, so long as any Securities
are Outstanding hereunder, and shall be dated as of a date convenient to the
Trustee no more than 60 nor less than 45 days prior thereto.


                                  ARTICLE FOUR

                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

         SECTION 4.1 EVENT OF DEFAULT DEFINED; ACCELERATION OF MATURITY; WAIVER
OF DEFAULT. "Event of Default" with respect to Securities of any series wherever
used herein, means each one of the following events which shall have occurred
and be continuing (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):

         (a)   default in the payment of any installment of interest upon any of
               the Securities of such series as and when the same shall become
               due and payable, and continuance of such default for a period of
               30 days; or

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



                                       14
<PAGE>


         (c)   default in the payment of any sinking fund installment as and
               when the same shall become due and payable by the terms of the
               Securities of such series; or

         (d)   default in the performance or breach of any covenant or agreement
               of the Issuer in respect of the Securities of such series or in
               this Indenture contained (other than a covenant or agreement in
               respect of the Securities of such series or in this Indenture
               contained, a default in the performance of which or the breach of
               which is elsewhere in this Section specifically dealt with), and
               continuance of such default or breach for a period of 60 days
               after there has been given, by registered or certified mail, to
               the Issuer by the Trustee or to the Issuer and the Trustee by the
               Holders of at least 25% in aggregate principal amount of the
               Outstanding Securities of all series affected thereby, a written
               notice specifying such default or breach and requiring it to be
               remedied and stating that such notice is a "notice of default"
               hereunder; or

         (e)   a court having jurisdiction in the premises shall enter a decree
               or order for relief in respect of the Issuer in an involuntary
               case under any applicable bankruptcy, insolvency or other similar
               law now or hereafter in effect, or appointing a receiver,
               liquidator, assignee, custodian, trustee or sequestrator (or
               similar official) of the Issuer or for any substantial part of
               its property or ordering the winding up or liquidation of its
               affairs, and such decree or order shall remain unstayed and in
               effect for a period of 60 consecutive days; or

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

         (g)   any other Event of Default provided in the supplemental indenture
               or resolution of the Board of Directors under which such series
               of Securities is issued or in the form of Security for such
               series.

If an Event of Default described in clauses (a), (b), (c), (d) or (g) above (if
the Event of Default under clauses (d) or (g) is with respect to less than all
series of Securities then Outstanding) occurs and is continuing, then, and in
each and every such case, unless the principal of all of the Securities of such
series shall have already become due and payable, either the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Securities of
such series then Outstanding hereunder (each such series voting as a separate
class) by notice in writing to the Issuer (and to the Trustee if given by
Securityholders), may declare the entire principal (or, if the Securities of
such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of such series) of all
Securities of such series and the interest accrued thereon, if any, to be due
and payable immediately, and upon any such declaration the same shall become
immediately due and payable. If an Event of Default described in clauses (d) or
(g) (if the Event of Default under clauses (d) or (g), as the case may



                                       15
<PAGE>



be, is with respect to all series of Securities then Outstanding), or an Event
of Default described in clauses (e) or (f) occurs and is continuing, then, and
in each and every such case, unless the principal of all the Securities shall
have already become due and payable, either the Trustee or the Holders of not
less than 25% in aggregate principal amount of all the Securities then
Outstanding hereunder (treated as one class), by notice in writing to the Issuer
(and to the Trustee if given by Securityholders), may declare the entire
principal (or, if any Securities are Original Issue Discount Securities, such
portion of the principal as may be specified in the terms thereof) of all the
Securities then Outstanding and interest accrued thereon, if any, to be due and
payable immediately, and upon any such declaration the same shall become
immediately due and payable.

         The foregoing provisions, however, are subject to the condition that
if, at any time after the principal (or, if the Securities are Original Issue
Discount Securities, such portion of the principal as may be specified in the
terms thereof) of the Securities of any series (or of all the Securities, as the
case may be) shall have been so declared due and payable, and before any
judgment or decree for the payment of the monies due shall have been obtained or
entered as hereinafter provided, the Issuer shall pay or shall deposit with the
Trustee a sum sufficient to pay all matured installments of interest upon all
the Securities of such series (or of all the Securities, as the case may be) and
the principal of any and all Securities of such series (or of all the
Securities, as the case may be) which shall have become due otherwise than by
acceleration (with interest upon such principal and, to the extent that payment
of such interest is enforceable under applicable law, interest on such principal
and on overdue installments of interest, at the same rate as the rate of
interest or Yield to Maturity (in the case of Original Issue Discount
Securities) specified in the Securities of such series (or at the respective
rates of interest or Yields to Maturity of all the Securities, as the case may
be) to the date of such payment or deposit) and such amount as shall be
sufficient to cover reasonable compensation to the Trustee, its agents,
attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of negligence or bad faith, and
if any and all Events of Default under the Indenture, other than the non-payment
of the principal of Securities which shall have become due by acceleration,
shall have been cured, waived or otherwise remedied as provided herein--then and
in every such case the Holders of a majority in aggregate principal amount of
all the Securities of such series, each series voting as a separate class (or of
all the Securities, as the case may be, voting as a single class), then
Outstanding, by written notice to the Issuer and to the Trustee, may waive all
defaults with respect to such series (or with respect to all the Securities, as
the case may be) and rescind and annul such declaration and its consequences,
but no such waiver or rescission and annulment shall extend to or shall affect
any subsequent default or shall impair any right consequent thereon.

         For all purposes under this Indenture, if a portion of the principal of
any Original Issue Discount Securities shall have been accelerated and declared
due and payable pursuant to the provisions hereof, then, from and after such
declaration, unless such declaration has been rescinded and annulled, the
principal amount of such Original Issue Discount Securities shall be deemed, for
all purposes hereunder, to be such portion of the principal thereof as shall be
due and payable as a result of such acceleration, and payment of such portion of
the principal thereof as shall be due and payable as a result of such
acceleration, together with interest, if any, thereon



                                       16
<PAGE>



and all other amounts owing thereunder, shall constitute payment in full of such
Original Issue Discount Securities.

         SECTION 4.2 COLLECTION OF INDEBTEDNESS BY TRUSTEE; TRUSTEE MAY PROVE
DEBT. The Issuer covenants that (a) in case default shall be made in the payment
of any installment of interest on any of the Securities of any series when such
interest shall have become due and payable, and such default shall have
continued for a period of 30 days or (b) in case default shall be made in the
payment of all or any part of the principal of any of the Securities of any
series when the same shall have become due and payable, whether upon maturity of
the Securities of such series or upon any redemption or by declaration or
otherwise--then upon demand of the Trustee, the Issuer will pay to the Trustee
for the benefit of the Holders of the Securities of such series the whole amount
that then shall have become due and payable on all Securities of series for
principal or interest, as the case may be (with interest to the date of such
payment upon the overdue principal and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest at the same rate as the rate of interest or Yield to Maturity (in the
case of Original Issue Discount Securities) specified in the Securities of such
series), and in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including reasonable compensation to
the Trustee and each predecessor Trustee, their respective agents, attorneys and
counsel, and any expenses and liabilities incurred, and all advances made, by
the Trustee and each predecessor Trustee except as a result of its negligence or
bad faith.

         Until such demand is made by the Trustee, the Issuer may pay the
principal of and interest on the Securities of any series to the registered
Holders, whether or not the principal of and interest on the Securities of such
series be overdue.

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

         In case there shall be pending proceedings relative to the Issuer or
any other obligor upon the Securities under Title 11 of the United States Code
or any other applicable Federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator, custodian or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor, or in case of any other comparable judicial proceedings relative to the
Issuer or other obligor upon the Securities of any series, or to the creditors
or property of the Issuer or such other obligor, the Trustee, irrespective of
whether the principal of any 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 pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such proceedings or otherwise:



                                       17
<PAGE>


         (a)   to file and prove a claim or claims for the whole amount of
               principal and interest (or, if the Securities of any series are
               Original Issue Discount Securities, such portion of the principal
               amount as may be specified in the terms of such series) owing and
               unpaid in respect of the Securities of any series, 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 reasonable compensation to the Trustee and each predecessor
               Trustee, and their respective agents, attorneys and counsel, and
               for reimbursement of all expenses and liabilities incurred, and
               all advances made, by the Trustee and each predecessor Trustee,
               except as a result of negligence or bad faith) and of the
               Securityholders allowed in any judicial proceedings relative to
               the Issuer or other obligor upon the Securities of any series,or
               to the creditors or property of the Issuer or such other obligor;

         (b)   unless prohibited by applicable law and regulations, to vote on
               behalf of the Holders of the Securities of any series in any
               election of a receiver, assignee, trustee in bankruptcy or
               reorganization, liquidator, sequestrator, custodian or other
               person performing similar functions in respect of any such
               proceedings; and

         (c)   to collect and receive any monies or other property payable or
               deliverable on any such claims, and to distribute all amounts
               received with respect to the claims of the Securityholders and of
               the Trustee on their behalf; and any trustee, assignee, receiver,
               sequestrator, liquidator, custodian or other similar official is
               hereby authorized by each of the Securityholders to make payments
               to the Trustee, and, in the event that the Trustee shall consent
               to the making of payments directly to the Securityholders, to pay
               to the Trustee such amounts as shall be sufficient to cover
               reasonable compensation to the Trustee, each predecessor Trustee
               and their respective agents, attorneys and counsel, and all other
               expenses and liabilities incurred, and all advances made, by the
               Trustee and each predecessor Trustee except as a result of
               negligence or bad faith and all other amounts due to the Trustee
               or any predecessor Trustee pursuant to Section 5.6.

         Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or vote for or accept or adopt on behalf of any
Securityholder any plan or reorganization, arrangement, adjustment, liquidation
or composition affecting the Securities of any series or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of
any Securityholder in any such proceeding, except as set forth in clause (b) of
the preceding paragraph.

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities of any series, may be enforced by the Trustee
without the possession of any of the Securities or the production thereof on any
trial or other proceedings relative thereto, and any such action or proceedings
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Trustee, each predecessor
Trustee and their respective



                                       18
<PAGE>



agents and attorneys, shall be for the ratable benefit of the Holders of the
Securities in respect of which such action was taken.

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the Holders
of the Securities in respect to which such action was taken, and it shall not be
necessary to make any Holders of such Securities parties to any such
proceedings.

         SECTION 4.3 APPLICATION OF PROCEEDS. Any monies collected by the
Trustee pursuant to this Article in respect of any series shall be applied in
the following order at the date or dates fixed by the Trustee and, in case of
the distribution of such monies on account of principal or interest, upon
presentation of the several Securities in respect of which monies have been
collected and stamping (or otherwise noting) thereon the payment, or issuing
Securities of such series in reduced principal amounts in exchange for the
presented Securities of like series if only partially paid, or upon surrender
thereof if fully paid:

                  FIRST: To the payment of costs and expenses applicable to such
         series in respect of which monies have been collected, including
         reasonable compensation to the Trustee and each predecessor Trustee and
         their respective agents and attorneys and of all expenses and
         liabilities incurred, and all advances made, by the Trustee and each
         predecessor Trustee except as a result of negligence or bad faith, and
         all other amounts due to the Trustee or any predecessor Trustee
         pursuant to Section 5.6;

                  SECOND: In case the principal of the Securities of such series
         in respect of which monies have been collected shall not have become
         and be then due and payable, to the payment of interest on the
         Securities of such series in default in the order of the maturity of
         the installments of such interest, with interest (to the extent that
         such interest has been collected by the Trustee) upon the overdue
         installments of interest at the same rate as the rate of interest or
         Yield to Maturity (in the case of Original Issue Discount Securities)
         specified in such Securities, such payments to be made ratably to the
         persons entitled thereto, without discrimination or preference;

                  THIRD: In case the principal of the Securities of such series
         in respect of which monies have been collected shall have become and
         shall be then due and payable, to the payment of the whole amount then
         owing and unpaid upon all the Securities of such series for principal
         and interest, with interest upon the overdue principal, and (to the
         extent that such interest has been collected by the Trustee) upon
         overdue installments of interest at the same rate as the rate of
         interest or Yield to Maturity (in the case of Original Issue Discount
         Securities) specified in the Securities of such series; and in case
         such monies shall be insufficient to pay in full the whole amount so
         due and unpaid upon the Securities of such series, then to the payment
         of such principal and interest or Yield to Maturity, without preference
         or priority of principal over interest or Yield to Maturity, or of
         interest or Yield to Maturity over principal, or of any installment of
         interest over any other installment of interest, or of any Security of
         such series over any other Security of




                                       19
<PAGE>


         such series, ratably to the aggregate of such principal and accrued
         and unpaid interest or Yield to Maturity; and

                  FOURTH: To the payment of the remainder, if any, to the Issuer
         or any other person lawfully entitled thereto.

         SECTION 4.4 SUITS FOR ENFORCEMENT. In case an Event of Default has
occurred, has not been waived and is continuing, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either at law or in
equity or in bankruptcy or otherwise, whether for the specific enforcement of
any covenant or agreement contained in this Indenture or in aid of the exercise
of any power granted in this Indenture or to enforce any other legal or
equitable right vested in the Trustee by this Indenture or by law.

         SECTION 4.5 RESTORATION OF RIGHTS ON ABANDONMENT OF PROCEEDINGS. In
case the Trustee shall have proceeded to enforce any right under this Indenture
and such proceedings shall have been discontinued or abandoned for any reason,
or shall have been determined adversely to the Trustee, then and in every such
case the Issuer and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the
Issuer, the Trustee and the Securityholders shall continue as though no such
proceedings had been taken.

         SECTION 4.6 LIMITATIONS ON SUITS BY SECURITYHOLDERS. No Holder of any
Security of any series shall have any right by virtue or by availing of any
provision of this Indenture to institute any action or proceeding at law or in
equity or in bankruptcy or otherwise upon or under or with respect to this
Indenture, or for the appointment of a trustee, receiver, liquidator,
sequestrator, custodian or other similar official or for any other remedy
hereunder, unless such Holder previously shall have given to the Trustee written
notice of default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of not less than 25% in aggregate principal amount of
the Securities of such series then Outstanding shall have made written request
upon the Trustee to institute such action or proceedings in its own name as
trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby and the Trustee for 60 days after its receipt of
such notice, request and offer of indemnity shall have failed to institute any
such action or proceeding and no direction inconsistent with such written
request shall have been given to the Trustee pursuant to Sections 4.9 or 4.10;
it being understood and intended, and being expressly covenanted by the taker
and Holder of every Security with every other taker and Holder and the Trustee,
that no one or more Holders of Securities of any series shall have any right in
any manner whatever by virtue or by availing of any provision of this Indenture
to affect, disturb or prejudice the rights of any other such Holder of
Securities, or to obtain or seek to obtain priority over or preference to any
other such Holder or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
Holders of Securities of the applicable series. For the protection and
enforcement of the provisions of this Section, each and every Securityholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.




                                       20
<PAGE>



         SECTION 4.7 UNCONDITIONAL RIGHT OF SECURITYHOLDERS TO INSTITUTE CERTAIN
SUITS. Notwithstanding any other provision in this Indenture and any provision
of any Security, the right of any Holder of any Security to receive payment of
the principal of and interest on such Security on or after the respective due
dates expressed in such Security, or to institute suit for the enforcement of
any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

         SECTION 4.8 POWERS AND REMEDIES CUMULATIVE; DELAY OR OMISSION NOT
WAIVER OF DEFAULT. Except as provided in Section 4.6, no right or remedy herein
conferred upon or reserved to the Trustee or to the Securityholders is intended
to be exclusive of any other right or remedy, and every right and remedy shall,
to the extent permitted by law, be cumulative and in addition to every other
right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         No delay or omission of the Trustee or of any Securityholder to
exercise any right or power accruing upon any Event of Default occurring and
continuing as aforesaid shall impair any such right or power or shall be
construed to be a waiver of any such Event of Default or an acquiescence
therein; and, subject to Section 4.6, every power and remedy given by this
Indenture or by law to the Trustee or to the Securityholders may be exercised
from time to time, and as often as shall be deemed expedient, by the Trustee or
by the Securityholders.

         SECTION 4.9 CONTROL BY SECURITYHOLDERS. The Holders of a majority in
aggregate principal amount of the Securities of each series affected (with each
series voting as a separate class) at the time Outstanding shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred on the
Trustee with respect to the Securities of such series by this Indenture;
PROVIDED that such direction shall not be otherwise than in accordance with law
and the provisions of this Indenture and PROVIDED FURTHER that (subject to the
provisions of Section 5.1) the Trustee shall have the right to decline to follow
any such direction if the Trustee, being advised by counsel, shall determine
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith by its board of directors, the executive committee or a
trust committee of directors or Responsible Officers of the Trustee shall
determine that the action or proceedings so directed would involve the Trustee
in personal liability or if the Trustee in good faith shall so determine that
the actions or forebearances specified in or pursuant to such direction would be
unduly prejudicial to the interests of Holders of the Securities of all series
so affected not joining in the giving of said direction, it being understood
that (subject to Sections 5.1 or 6.2) the Trustee shall have no duty to
ascertain whether or not such actions or forebearances are unduly prejudicial to
such Holders.

         Nothing in this Indenture shall impair the right of the Trustee in its
discretion to take any action deemed proper by the Trustee and which is not
inconsistent with such direction or directions by Securityholders.



                                       21
<PAGE>


         SECTION 4.10 WAIVER OF PAST DEFAULTS. Prior to a declaration of the
acceleration of the maturity of the Securities of any series as provided in
Section 4.1, the Holders of a majority in aggregate principal amount of the
Securities of such series at the time Outstanding (each such series voting as a
separate class) may on behalf of the Holders of all the Securities of such
series waive any past default or Event of Default described in clause (d) or (g)
of Section 4.1 which relates to less than all series of Securities then
Outstanding, except a default in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of each Holder affected as
provided in Section 7.2. Prior to a declaration of acceleration of the maturity
of the Securities of any series as provided in Section 4.1, the Holders of a
majority in aggregate principal amount of all of the Securities then Outstanding
(voting as one class) may on behalf of all Holders waive any past default or
Event of Default referred to in said clause (d) or (g) which relates to all
series of Securities then Outstanding, or described in clause (e) or (f) of
Section 4.1, except a default in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each Security
affected as provided in Section 7.2. In the case of any such waiver, the Issuer,
the Trustee and the Holders of the Securities of each series affected shall be
restored to their former positions and rights hereunder, respectively.

         Upon any such waiver, such default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to have been cured, and not to have occurred for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon.

         SECTION 4.11 TRUSTEE TO GIVE NOTICE OF DEFAULT, BUT MAY WITHHOLD IN
CERTAIN CIRCUMSTANCES. The Trustee shall give to the Securityholders of any
series, as the names and addresses of such Holders appear on the registry books,
notice by mail of all defaults known to the Trustee which have occurred with
respect to such series, such notice to be transmitted within 90 days after the
occurrence thereof, unless such defaults shall have been cured before the giving
of such notice (the term "default" or "defaults" for the purposes of this
Section being hereby defined to mean any event or condition which is, or with
notice or lapse of time or both would become, an Event of Default); PROVIDED
that, except in the case of default in the payment of the principal of or
interest on any of the Securities of such series, or in the payment of any
sinking or purchase fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee or a trust committee of
directors or trustees and/or Responsible Officers of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders of such series.

         SECTION 4.12 RIGHT OF COURT TO REQUIRE FILING OF UNDERTAKING TO PAY
COSTS. All parties to this Indenture agree, and each Holder of any Security by
his or her acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture or in any suit against the Trustee for any action
taken, suffered or omitted by it as Trustee, the filing by any party litigant in
such suit of an undertaking to pay the costs of such suit, and that such court
may in its discretion assess reasonable costs, including reasonable attorneys'
fees, against any party litigant



                                       22
<PAGE>



in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Trustee, to any suit instituted by any
Securityholder or group of Securityholders of any series holding in the
aggregate more than 10% in aggregate principal amount of the Outstanding
Securities of such series, or, in the case of any suit relating to or arising
under clauses (d) or (g) of Section 4.1 (if the suit relates to Securities of
more than one but less than all series), 10% in aggregate principal amount of
Securities of all series then Outstanding affected thereby, or in the case of
any suit relating to or arising under clauses (d) or (g) (if the suit relates to
all the Securities then Outstanding), (e) or (f) of Section 4.1, 10% in
aggregate principal amount of all Securities Outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of or interest on any Security on or after the due date expressed in
such Security.


                                  ARTICLE FIVE

                             CONCERNING THE TRUSTEE

         SECTION 5.1 DUTIES AND RESPONSIBILITIES OF THE TRUSTEE; DURING DEFAULT;
PRIOR TO DEFAULT. With respect to the Holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to the Securities of a particular series and after the curing or waiving
of all Events of Default which may have occurred with respect to such series,
undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture. In case an Event of Default with respect to the
Securities of a series has occurred (which has not been cured or waived) the
Trustee shall exercise such of the 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.

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

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

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

                    (ii)    in the absence of bad faith on the part of the
                            Trustee, the Trustee may conclusively rely, as to
                            the truth of the statements and the correctness of
                            the



                                       23
<PAGE>



                            opinions expressed therein, upon any statements,
                            certificates or opinions furnished to the Trustee
                            and conforming to the requirements of this
                            Indenture; but in the case of any such statements,
                            certificates or opinions which by any provision
                            hereof are specifically required to be furnished to
                            the Trustee, the Trustee shall be under a duty to
                            examine the same to determine whether or not they
                            conform to the requirements of this Indenture;

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

         (c)   the Trustee shall not be liable with respect to any action taken
               or omitted to be taken by it in good faith in accordance with the
               direction of the Holders pursuant to Section 4.9 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.

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

         The provisions of this Section 5.1 are in furtherance of and subject to
Sections 315 and 316 of the Trust Indenture Act of
1939.

         SECTION 5.2 CERTAIN RIGHTS OF THE TRUSTEE. In furtherance of and
subject to the Trust Indenture Act of 1939, and subject to Section 5.1:

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

         (b)   any request, direction, order or demand of the Issuer mentioned
               herein shall be sufficiently evidenced by an Officers'
               Certificate (unless other evidence in respect thereof be herein
               specifically prescribed); and any resolution of the Board of
               Directors may be evidenced to the Trustee by a copy thereof
               certified by the secretary or an assistant secretary of the
               Issuer;

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



                                       24
<PAGE>


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

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

         (f)   prior to the occurrence of an Event of Default hereunder and
               after the curing or waiving of all Events of Default, the Trustee
               shall not be bound to make any investigation into the facts or
               matters stated in any resolution, certificate, statement,
               instrument, opinion, report, notice, request, consent, order,
               approval, appraisal, bond, debenture, note, coupon, security or
               other paper or document unless requested in writing to do so by
               the Holders of not less than a majority in aggregate principal
               amount of the Securities of all series affected then Outstanding;
               PROVIDED that, if the payment within a reasonable time to the
               Trustee of the costs, expenses or liabilities likely to be
               incurred by it in the making of such investigation is, in the
               opinion of the Trustee, not reasonably assured to the Trustee by
               the security afforded to it by the terms of this Indenture, the
               Trustee may require reasonable indemnity against such expenses or
               liabilities as a condition to proceeding; the reasonable expenses
               of every such investigation shall be paid by the Issuer or, if
               paid by the Trustee or any predecessor trustee, shall be repaid
               by the Issuer upon demand; and

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

         SECTION 5.3 TRUSTEE NOT RESPONSIBLE FOR RECITALS, DISPOSITION OF
SECURITIES OR APPLICATION OF PROCEEDS THEREOF. The recitals contained herein and
in the Securities, except the Trustee's certificates of authentication, shall be
taken as the statements of the Issuer, and the Trustee assumes no responsibility
for the correctness of the same. The Trustee makes no representation as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee
shall not be accountable for the use or application by the Issuer of any of the
Securities or of the proceeds thereof.

         SECTION 5.4 TRUSTEE AND AGENTS MAY HOLD SECURITIES; COLLECTIONS, ETC.
The Trustee or any agent of the Issuer or the Trustee, in its individual or any
other capacity, may become the owner or pledgee of Securities with the same
rights it would have if it were not the Trustee or such agent and may otherwise
deal with the Issuer and receive, collect, hold and retain collections from the
Issuer with the same rights it would have if it were not the Trustee or such
agent.




                                       25
<PAGE>


         SECTION 5.5 MONIES HELD BY TRUSTEE. Subject to the provisions of
Section 9.8 hereof, all monies received by the Trustee shall, until used or
applied as herein provided, be held in trust for the purposes for which they
were received, but need not be segregated from other funds except to the extent
required by mandatory provisions of law. Neither the Trustee nor any agent of
the Issuer or the Trustee shall be under any liability for interest on any
monies received by it hereunder.

         SECTION 5.6 COMPENSATION AND INDEMNIFICATION OF TRUSTEE AND ITS PRIOR
CLAIM. The Issuer covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the compensation of a trustee of
an express trust) and the Issuer covenants and agrees to pay or reimburse the
Trustee and each predecessor Trustee upon its request for all reasonable
expenses, disbursements and advances incurred or made by or on behalf of it in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all agents and other persons not regularly in its employ) except to the extent
any such expense, disbursement or advance may arise from its negligence or bad
faith. The Issuer also covenants to indemnify the Trustee and each predecessor
Trustee for, and to hold it harmless against, any loss, liability or expense
arising out of or in connection with the acceptance or administration of this
Indenture or the trusts hereunder and the performance of its duties hereunder,
including the costs and expenses of defending itself against or investigating
any claim of liability in the premises, except to the extent such loss liability
or expense is due to the negligence or bad faith of the Trustee or such
predecessor Trustee. The obligations of the Issuer under this Section to
compensate and indemnify the Trustee and each predecessor Trustee and to pay or
reimburse the Trustee and each predecessor Trustee for expenses, disbursements
and advances shall constitute additional indebtedness hereunder and shall
survive the satisfaction and discharge of this Indenture. Such additional
indebtedness shall be a senior claim to that of the Securities upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the Holders of particular Securities, and the Securities are
hereby subordinated to such senior claim.

         SECTION 5.7 RIGHT OF TRUSTEE TO RELY ON OFFICERS' CERTIFICATE, ETC.
Subject to Sections 5.1 and 5.2, whenever in the administration of the trusts of
this Indenture the Trustee shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering or omitting any action
hereunder, such matter (unless other evidence in respect thereof be herein
specifically prescribed) may, in the absence of negligence or bad faith on the
part of the Trustee, be deemed to be conclusively proved and established by an
Officers' Certificate delivered to the Trustee, and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted by it under the
provisions of this Indenture upon the faith thereof.

         SECTION 5.8 PERSONS ELIGIBLE FOR APPOINTMENT AS TRUSTEE. The Trustee
for each series of Securities hereunder shall at all times be a corporation
having a combined capital and surplus of at least $50,000,000, and which is
eligible in accordance with the provisions of Section 310(a) of the Trust
Indenture Act of 1939. If such corporation publishes reports of condition at
least annually, pursuant to law or to the requirements of a Federal, State or
District of Columbia supervising or examining authority, then for the purposes



                                       26
<PAGE>



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

         SECTION 5.9  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
TRUSTEE.

         (a) The Trustee, or any trustee or trustees hereafter appointed, may at
     any time resign with respect to one or more or all series of Securities by
     giving written notice of resignation to the Issuer and by mailing notice
     thereof by first-class mail to Holders of the applicable series of
     Securities at their last addresses as they shall appear on the Security
     register. Upon receiving such notice of resignation, the Issuer shall
     promptly appoint a successor trustee or trustees with respect to the
     applicable series by written instrument in duplicate, executed by authority
     of the Board of Directors, one copy of which instrument shall be delivered
     to the resigning Trustee and one copy to the successor trustee or trustees.
     If no successor trustee shall have been so appointed with respect to any
     series and have accepted appointment within 30 days after the mailing of
     such notice of resignation, the resigning trustee may petition any court of
     competent jurisdiction for the appointment of a successor trustee, or any
     Securityholder who has been a bona fide Holder of a Security or Securities
     of the applicable series for at least six months may, subject to the
     provisions of Section 4.12, on behalf of himself or herself and all others
     similarly situated, petition any such court for the appointment of a
     successor trustee. Such court may thereupon, after such notice, if any, as
     it may deem proper and prescribe, appoint a successor trustee.

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

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

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

                  (iii)  the Trustee shall become incapable of acting with
                         respect to any series of Securities, or shall be
                         adjudged a bankrupt or insolvent, or a receiver or
                         liquidator of the Trustee or of its property shall be
                         appointed, or any public officer shall take charge or
                         control of the Trustee or of its property or affairs
                         for the purpose of rehabilitation, conservation or
                         liquidation;

then, in any such case, the Issuer may remove the Trustee with respect to the
applicable series of Securities and appoint a successor trustee for such series
by written instrument, in duplicate, executed by order of the Board of Directors
of the Issuer, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee, or, subject to Section 315(e) of
the Trust Indenture Act of 1939, any Securityholder who has been a bona fide
Holder



                                       27
<PAGE>



of a Security or Securities of such series for at least six months may on behalf
of himself or herself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor trustee with respect to such series. Such court may thereupon, after
such notice, if any, as it may deem proper and prescribe, remove the Trustee and
appoint a successor trustee.

         (c) The Holders of a majority in aggregate principal amount of the
Securities of each series at the time Outstanding may at any time remove the
Trustee with respect to Securities of such series and appoint a successor
trustee with respect to the Securities of such series by delivering to the
Trustee so removed, to the successor trustee so appointed and to the Issuer the
evidence provided for in Section 6.1 of the action in that regard taken by the
Securityholders.

         (d) Any resignation or removal of the Trustee with respect to any
series and any appointment of a successor trustee with respect to such series
pursuant to any of the provisions of this Section 5.9 shall become effective
upon acceptance of appointment by the successor trustee as provided in Section
5.10.

         SECTION 5.10 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TRUSTEE. Any
successor trustee appointed as provided in Section 5.9 shall execute and deliver
to the Issuer and to its predecessor trustee an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee with respect to all or any applicable series shall become
effective and such successor trustee, without any further act, deed or
conveyance, shall become vested with all rights, powers, duties and obligations
with respect to such series of its predecessor hereunder, with like effect as if
originally named as trustee for such series hereunder; but, nevertheless, on the
written request of the Issuer or of the successor trustee, upon payment of its
charges then unpaid, the trustee ceasing to act shall, subject to Section 9.8,
pay over to the successor trustee all monies at the time held by it hereunder
and shall execute and deliver an instrument transferring to such successor
trustee all such rights, powers, duties and obligations. Upon request of any
such successor trustee, the Issuer shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor
trustee all such rights and powers. Any trustee ceasing to act shall,
nevertheless, retain a prior claim upon all property or funds held or collected
by such trustee to secure any amounts then due it pursuant to the provisions of
Section 5.6.

         If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Issuer, the predecessor Trustee and each
successor trustee with respect to the Securities of any applicable series shall
execute and deliver an indenture supplemental hereto which shall contain such
provisions as shall be deemed necessary or desirable to confirm that all the
rights, powers, trusts and duties of the predecessor Trustee with respect to the
Securities of any series as to which the predecessor Trustee is not retiring
shall continue to be vested in the predecessor Trustee, and shall add to or
change any of the provisions of this Indenture as shall be necessary to provide
for or facilitate the administration of the trusts hereunder by more than one
trustee; it being understood that nothing herein or in such supplemental
indenture shall constitute such trustees co-trustees of the same trust and that
each such trustee shall be trustee of a trust or trusts under separate
indentures.




                                       28
<PAGE>



         Upon acceptance of appointment by any successor trustee as provided in
this Section 5.10, the Issuer shall mail notice thereof by first-class mail to
the Holders of Securities of any series for which such successor trustee is
acting as trustee at their last addresses as they shall appear in the Security
register. If the acceptance of appointment is substantially contemporaneous with
the resignation, then the notice called for by the preceding sentence may be
combined with the notice called for by Section 5.9. If the Issuer fails to mail
such notice within ten days after acceptance of appointment by the successor
trustee, the successor trustee shall cause such notice to be mailed at the
expense of the Issuer.

         SECTION 5.11 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
BUSINESS OF TRUSTEE. Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Trustee shall be a
party, or any corporation succeeding to the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder; PROVIDED that such
corporation shall be eligible under the provisions of Section 5.8, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.

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


                                   ARTICLE SIX

                         CONCERNING THE SECURITYHOLDERS

         SECTION 6.1 EVIDENCE OF ACTION TAKEN BY SECURITYHOLDERS. Any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by a specified percentage in
principal amount of the Securityholders of any or all series may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such specified percentage of Securityholders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee. Proof of execution of any instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture and
(subject to Sections 5.1 and 5.2) conclusive in favor of the Trustee and the
Issuer, if made in the manner provided in this Article.




                                       29
<PAGE>



         SECTION 6.2 PROOF OF EXECUTION OF INSTRUMENTS AND OF HOLDING OF
SECURITIES; RECORD DATE. Subject to Sections 5.1 and 5.2, the execution of any
instrument by a Securityholder or his or her agent or proxy may be proved in
accordance with such reasonable rules and regulations as may be prescribed by
the Trustee or in such manner as shall be satisfactory to the Trustee. The
holding of Securities shall be proved by the Security register or by a
certificate of the registrar thereof. The Issuer may set a record date for
purposes of determining the identity of Holders of Securities of any series
entitled to vote or consent to any action referred to in Section 6.1, which
record date may be set at any time or from time to time by notice to the
Trustee, for any date or dates (in the case of any adjournment or
reconsideration) not more than 60 days nor less than five days prior to the
proposed date of such vote or consent, and thereafter, notwithstanding any other
provisions hereof, only Holders of Securities of such series of record on such
record date shall be entitled to so vote or give such consent or revoke such
vote or consent.

         SECTION 6.3 HOLDERS TO BE TREATED AS OWNERS. The Issuer, the Trustee
and any agent of the Issuer or the Trustee may deem and treat the person in
whose name any Security shall be registered upon the Security register for such
series as the absolute owner of such Security (whether or not such Security
shall be overdue and notwithstanding any notation of ownership or other writing
thereon) for the purpose of receiving payment of or on account of the principal
of and, subject to the provisions of this Indenture, interest on such Security
and for all other purposes; and neither the Issuer nor the Trustee nor any agent
of the Issuer or the Trustee shall be affected by any notice to the contrary.
All such payments so made to any such person, or upon his or her order, shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for monies payable upon any such Security.

         SECTION 6.4 SECURITIES OWNED BY ISSUER DEEMED NOT OUTSTANDING. In
determining whether the Holders of the requisite aggregate principal amount of
Outstanding Securities of any or all series have concurred in any direction,
consent or waiver under this Indenture, Securities which are owned by the Issuer
or any other obligor on the Securities with respect to which such determination
is being made or by any person directly or indirectly controlling or controlled
by or under direct or indirect common control with the Issuer or any other
obligor on the Securities with respect to which such determination is being made
shall be disregarded and deemed not to be Outstanding for the purpose of any
such determination, except that for the purpose of determining whether the
Trustee shall be protected in relying on any such direction, consent or waiver
only Securities which the Trustee knows are so owned shall be so disregarded.
Securities so owned which have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Securities and that the pledgee
is not the Issuer or any other obligor upon the Securities or any person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Issuer or any other obligor on the Securities. In case
of a dispute as to such right, the advice of counsel shall be full protection in
respect of any decision made by the Trustee in accordance with such advice. Upon
request of the Trustee, the Issuer shall furnish to the Trustee promptly an
Officers' Certificate listing and identifying all Securities, if any, known by
the Issuer to be owned or held by or for the account of any of the
above-described persons; and, subject to Sections 5.1 and 5.2, the Trustee shall
be entitled to accept



                                       30
<PAGE>



such Officers' Certificate as conclusive evidence of the facts therein set forth
and of the fact that all Securities not listed therein are Outstanding for the
purpose of any such determination.

         SECTION 6.5 RIGHT OF REVOCATION OF ACTION TAKEN. At any time prior to
(but not after) the evidencing to the Trustee, as provided in Section 6.1, of
the taking of any action by the Holders of the percentage in aggregate principal
amount of the Securities of any or all series, as the case may be, specified in
this Indenture in connection with such action, any Holder of a Security the
serial number of which is shown by the evidence to be included among the serial
numbers of the Securities the Holders of which have consented to such action
may, by filing written notice at the Corporate Trust Office and upon proof of
holding as provided in this Article, revoke such action so far as concerns such
Security. Except as aforesaid any such action taken by the Holder of any
Security shall be conclusive and binding upon such Holder and upon all future
Holders and owners of such Security and of any Securities issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard
thereto is made upon any such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities of any or all series,
as the case may be, specified in this Indenture in connection with such action
shall be conclusively binding upon the Issuer, the Trustee and the Holders of
all the Securities affected by such action.


                                  ARTICLE SEVEN

                             SUPPLEMENTAL INDENTURES

         SECTION 7.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF SECURITYHOLDERS.
The Issuer, when authorized by a resolution of its Board of Directors, and the
Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto for one or more of the following purposes:

         (a)   to convey, transfer, assign, mortgage or pledge to the Trustee as
               security for the Securities of one or more series any property or
               assets;

         (b)   to evidence the succession of another corporation to the Issuer,
               or successive successions, and the assumption by the successor
               corporation of the covenants, agreements and obligations of the
               Issuer pursuant to Article Eight;

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



                                       31
<PAGE>



               limit the remedies available to the Trustee upon such an Event of
               Default or may limit the right of the Holders of a majority in
               aggregate principal amount of the Securities of such series to
               waive such an Event of Default;

         (d)   to cure any ambiguity or to correct or supplement any provision
               contained herein or in any supplemental indenture which may be
               defective or inconsistent with any other provision contained
               herein or in any supplemental indenture; or to make such other
               provisions in regard to matters or questions arising under this
               Indenture or under any supplemental indenture as the Board of
               Directors may deem necessary or desirable and which shall not
               adversely affect the interests of the Holders of the Securities
               in any material respect;

         (e)   to establish the form or terms of Securities of any series as
               permitted by Sections 2.1 and 2.3; and

         (f)   to evidence and provide for the acceptance of appointment
               hereunder by a successor trustee with respect to the Securities
               of one or more series and to add to or change any of the
               provisions of this Indenture as shall be necessary to provide for
               or facilitate the administration of the trusts hereunder by more
               than one trustee, pursuant to the requirements of Section 5.10.

         The Trustee is hereby authorized to join with the Issuer in the
execution of any such supplemental indenture, to make any further appropriate
agreements and stipulations which may be therein contained and to accept the
conveyance, transfer, assignment, mortgage or pledge of any property thereunder,
but the Trustee 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.

         Any supplemental indenture authorized by the provisions of this Section
may be executed without the consent of the Holders of any of the Securities at
the time outstanding, notwithstanding any of the provisions of Section 7.2.

         SECTION 7.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF SECURITYHOLDERS.
With the consent (evidenced as provided in Article Six) of the Holders of not
less than 66 2/3% in aggregate principal amount of the Securities at the time
Outstanding of all series affected by such supplemental indenture (voting as one
class), the Issuer, when authorized by a resolution of its Board of Directors,
and the Trustee may, from time to time and at any time, enter into an indenture
or indentures supplemental hereto for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of any supplemental indenture or of modifying in any manner the rights of the
Holders of the Securities of each such series; PROVIDED, that no such
supplemental indenture shall (a) extend the final maturity of any Security of
any series, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 4.1 or the amount thereof provable in
bankruptcy pursuant to Section 4.2, or



                                       32
<PAGE>


impair or affect the right of any Securityholder to institute suit for the
payment thereof or, if the Securities provide therefor, any right of repayment
at the option of the Securityholder without the consent of the Holder of each
Security so affected or (b) reduce the aforesaid percentage of Securities of any
series, the consent of the Holders of which is required for any such
supplemental indenture, without the consent of the Holders of each Security so
affected.

         Upon the request of the Issuer, accompanied by a copy of a resolution
of the Board of Directors certified by the secretary or an assistant secretary
of the Issuer authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of Securityholders
as aforesaid and other documents, if any, required by Section 6.1, the Trustee
shall join with the Issuer in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture.

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

         Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to the provisions of this Section, the Issuer
shall mail a notice thereof by first-class mail to the Holders of Securities of
each series affected thereby at their addresses as they shall appear on the
registry books of the Issuer, setting forth in general terms the substance of
such supplemental indenture. Any failure of the Issuer to mail such notice, or
any defect therein, shall not, however, in any way impair or affect the validity
of any such supplemental indenture.

         SECTION 7.3 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith and the
respective rights, limitations of rights, obligations, duties and immunities
under this Indenture of the Trustee, the Issuer and the Holders of Securities of
each series affected thereby shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,
and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

         SECTION 7.4 DOCUMENTS TO BE GIVEN TO TRUSTEE. The Trustee, subject to
the provisions of Sections 5.1 and 5.2, may receive an Officers' Certificate and
an Opinion of Counsel as conclusive evidence that any supplemental indenture
executed pursuant to this Article Seven complies with the applicable provisions
of this Indenture.

         SECTION 7.5 NOTATION ON SECURITIES IN RESPECT OF SUPPLEMENTAL
INDENTURES. Securities of any series authenticated and delivered after the
execution of any supplemental indenture pursuant to the provisions of this
Article may bear a notation in form approved by the Trustee for such series as
to any matter provided for by such supplemental indenture or as to any action
taken at any such meeting. If the Issuer or the Trustee shall so determine, new
Securities of any series so modified as to conform, in the opinion of the
Trustee




                                       33
<PAGE>



and the Board of Directors, to any modification of this Indenture contained in
any such supplemental indenture may be prepared by the Issuer, authenticated by
the Trustee and delivered in exchange for the Securities of such series then
Outstanding.


                                  ARTICLE EIGHT

                    CONSOLIDATION, MERGER, SALE OR CONVEYANCE

         SECTION 8.1 ISSUER MAY CONSOLIDATE, ETC., ON CERTAIN TERMS. The Issuer
covenants that it will not merge or consolidate with any other corporation or
sell or convey all or substantially all of its assets to any person, unless (i)
either the Issuer shall be the continuing corporation, the successor corporation
or the person which acquires by sale or conveyance substantially all the assets
of the Issuer (if other than the Issuer) shall be a corporation organized under
the laws of the United States of America or any State thereof and shall
expressly assume the due and punctual payment of the principal of and interest
on all the Securities, according to their tenor, and the due and punctual
performance and observance of all of the covenants and conditions of this
Indenture to be performed or observed by the Issuer, by supplemental indenture
satisfactory to the Trustee, executed and delivered to the Trustee by such
corporation and (ii) the Issuer or such successor corporation, as the case may
be, shall not, immediately after such merger or consolidation, or such sale or
conveyance, be in default in the performance of any such covenant or condition.

         SECTION 8.2 SUCCESSOR CORPORATION SUBSTITUTED. In case of any such
consolidation, merger, sale or conveyance, and following such an assumption by
the successor corporation, such successor corporation shall succeed to and be
substituted for the Issuer, with the same effect as if it had been named herein.
Such successor corporation may cause to be signed, and may issue either in its
own name or in the name of the Issuer prior to such succession any or all of the
Securities issuable hereunder which theretofore shall not have been signed by
the Issuer and delivered to the Trustee; and, upon the order of such successor
corporation instead of the Issuer and subject to all the terms, conditions and
limitations in this Indenture prescribed, the Trustee shall authenticate and
shall deliver any Securities which previously shall have been signed and
delivered by the officers of the Issuer to the Trustee for authentication, and
any Securities which such successor corporation thereafter shall cause to be
signed and delivered to the Trustee for that purpose. All of the Securities so
issued shall in all respects have the same legal rank and benefit under this
Indenture as the Securities theretofore or thereafter issued in accordance with
the terms of this Indenture as though all of such Securities had been issued at
the date of the execution hereof.

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

         In the event of any such sale or conveyance (other than a conveyance by
way of lease) the Issuer or any successor corporation which shall theretofore
have become such in the manner



                                       34
<PAGE>



described in this Article shall be discharged from all obligations and covenants
under this Indenture and the Securities and may be liquidated and dissolved.

         SECTION 8.3 OPINION OF COUNSEL TO TRUSTEE. The Trustee, subject to the
provisions of Sections 5.1 and 5.2, may receive an Opinion of Counsel, prepared
in accordance with Section 10.5, as conclusive evidence that any such
consolidation, merger, sale, lease or conveyance, and any such assumption, and
any such liquidation or dissolution, complies with the applicable provisions of
this Indenture.


                                  ARTICLE NINE

                    SATISFACTION AND DISCHARGE OF INDENTURE;
                                UNCLAIMED MONIES

         SECTION 9.1 SATISFACTION AND DISCHARGE OF INDENTURE. If at any time (a)
the Issuer shall have paid or caused to be paid the principal of and interest on
all the Securities of any series Outstanding hereunder (other than Securities of
such series which have been destroyed, lost or stolen and which have been
replaced or paid as provided in Section 2.9) as and when the same shall have
become due and payable, (b) the Issuer shall have delivered to the Trustee for
cancellation all Securities of any series theretofore authenticated (other than
any Securities of such series which shall have been destroyed, lost or stolen
and which shall have been replaced or paid as provided in Section 2.9) or (c) in
the case of any series of Securities where the exact amount of principal of and
interest due on which can be determined at the time of making the deposit
referred to in clause (ii) below, (i) all the Securities of such series not
theretofore delivered to the Trustee for cancellation shall have become due and
payable, or are by their terms to become due and payable within one year or are
to be called for redemption within one year under arrangements satisfactory to
the Trustee for the giving of notice of redemption and (ii) the Issuer shall
have irrevocably deposited or caused to be deposited with the Trustee as trust
funds the entire amount in cash (other than monies repaid by the Trustee or any
paying agent to the Issuer in accordance with Section 9.8) or, in the case of
any series of Securities the payments on which may only be made in U.S. dollars,
direct non-callable obligations of the United States of America, backed by its
full faith and credit ("U.S. Government Obligations"), maturing as to principal
and interest at such times and in such amounts as will insure the availability
of cash, or a combination thereof, sufficient in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, to pay at maturity or upon
redemption all Securities of such series (other than any Securities of such
series which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.9) not theretofore delivered to the
Trustee for cancellation, including principal and interest due or to become due
on or prior to such date of maturity or date of redemption, as the case may be,
and if, in any such case, the Issuer shall also pay or cause to be paid all
other sums payable hereunder by the Issuer with respect to Securities of such
series, then this Indenture shall cease to be of further effect with respect to
Securities of such series (except as to (i) rights of registration of transfer
and exchange of Securities of such series, and the Issuer's right of optional
redemption, if any, (ii) substitution of mutilated, defaced, destroyed, lost or
stolen Securities, (iii) rights of Holders to



                                       35
<PAGE>



receive payments of principal thereof and interest thereon, upon the original
stated due dates therefore (but not upon acceleration), and remaining rights of
the Holders to receive mandatory sinking fund payments, if any, (iv) the rights,
obligations and immunities of the Trustee hereunder including without limitation
Section 5.6, (v) the rights of the Securityholders of such series as
beneficiaries hereof with respect to the property so deposited with the Trustee
payable to all or any of them and (vi) the obligations of the Issuer under
Section 3.2), and the Trustee, on demand of the Issuer accompanied by an
Officers' Certificate and an Opinion of Counsel and at the cost and expense of
the Issuer, shall execute proper instruments acknowledging such satisfaction of
and discharging this Indenture with respect to such series; PROVIDED, that the
rights of Holders of the Securities to receive amounts in respect of principal
of and interest on the Securities held by them shall not be delayed longer than
required by then-applicable mandatory rules or policies of any securities
exchange upon which the Securities are listed. The Issuer agrees to reimburse
the Trustee for any costs or expenses thereafter reasonably and properly
incurred and to compensate the Trustee for any services thereafter reasonably
and properly rendered by the Trustee in connection with this Indenture or the
Securities of such series.

         SECTION 9.2 ISSUER'S OPTION TO EFFECT DEFEASANCE OR COVENANT
DEFEASANCE. In addition to discharge of the Indenture pursuant to Section 9.1,
with respect to any series of Securities where the exact amount of principal and
interest due on which can be determined at the time of making the deposit
referred to in Section 9.5(a), the Issuer may at its option by resolution of the
Board of Directors elect at any time either (a) to effect a defeasance (as
defined in Section 9.3) of the Securities of such series under Section 9.3 or
(b) to effect a covenant defeasance (as defined in Section 9.4) of the
Securities of such series under Section 9.4, in each case upon compliance with
the applicable conditions set forth below in this Article Nine.

         SECTION 9.3 DEFEASANCE AND DISCHARGE. Upon the Issuer's exercise of the
option set forth in clause (a) of Section 9.2 with respect to the Securities of
a series, the Issuer shall be deemed to have been discharged from its
obligations with respect to the Securities of such series on and after the date
the conditions precedent set forth in Section 9.5 are satisfied (hereinafter,
"defeasance"). For this purpose, such defeasance means that the Issuer shall be
deemed to have paid and discharged the entire indebtedness represented by the
Securities of such series and to have satisfied all its other obligations under
the Securities of such series and under this Indenture relating to the
Securities of such series (and the Trustee, at the expense of the Issuer, shall
execute proper instruments acknowledging the same), except for (i) the rights of
Holders of Securities of such series to receive, solely from the trust fund
described in Section 9.5 as more fully set forth in such Section, payments of
the principal of and interest on such Securities when such payments are due,
(ii) rights of registration of transfer and exchange of Securities of such
series, and the Issuer's right of optional redemption, if any, (iii)
substitution of mutilated, defaced, destroyed, lost or stolen Securities, (iv)
rights of Holders to receive payments of principal thereof and interest thereon,
upon the original stated due dates therefor (but not upon acceleration), and
remaining rights of the Holders to receive mandatory sinking fund payments, if
any, (v) the rights, obligations and immunities of the Trustee hereunder, (vi)
the rights of Holders of Securities of such series as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them and (vii) the obligations of the Issuer under Section 3.2. Subject to
compliance with this Article Nine, the Issuer may exercise its



                                       36
<PAGE>



option under this Section 9.3 notwithstanding the prior exercise of its option
under Section 9.4 with respect to the Securities of such series.

         SECTION 9.4 COVENANT DEFEASANCE. Upon the Issuer's exercise of the
option set forth in clause (b) of Section 9.2 with respect to the Securities of
a series, the Issuer shall be released from its obligations under Section 8.1
with respect to the Securities of such series on and after the date the
conditions precedent set forth in Section 9.5 are satisfied (hereinafter,
"covenant defeasance"). For this purpose, such covenant defeasance means that,
with respect to the Securities of such series, the Issuer may omit to comply
with and shall have no liability in respect of any term, condition or limitation
set forth in Section 8.1, whether directly or indirectly by reason of any
reference elsewhere herein to such Section or by reason of any reference in such
Section to any other provision herein or in any other document and such omission
to comply shall not constitute an Event of Default under Section 4.1, but the
remainder of this Indenture and such Securities shall be unaffected thereby.

         SECTION 9.5 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE. The
following shall be the conditions precedent to the application of either Section
9.3 or Section 9.4 to the Securities of such series:

         (a)   the Issuer shall irrevocably have deposited or caused to be
               deposited with the Trustee, under the terms of an irrevocable
               trust agreement in form and substance satisfactory to the
               Trustee, as trust funds in trust, specifically pledged as
               security for, and dedicated solely to, the benefit of the Holders
               of the Securities of such series (i) money in an amount, (ii)
               non-callable U.S. Government Obligations which through the
               scheduled payment of principal and interest in respect thereof in
               accordance with their terms will provide, not later than one day
               before the due date of any payment in respect of the Securities
               of such series, money in an amount or (iii) a combination
               thereof, sufficient (without consideration of any reinvestment of
               such money, principal or 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 to pay and discharge, (A) the principal of and interest
               on all Securities of such series on each date such principal or
               interest is due and payable and (B) any mandatory sinking fund
               payments on the dates on which such payments are due and payable
               in accordance with the terms of this Indenture and the Securities
               of such series. Before such a deposit, the Issuer may make
               arrangements satisfactory to the Trustee for the redemption of
               the Securities of such series at a future date or dates in
               accordance with Article Eleven, if applicable to the Securities
               of such series, which shall be given effect in applying the
               foregoing;

         (b)   no Event of Default or event which with notice or lapse of time
               or both would become an Event of Default with respect to the
               Securities of such series shall have occurred and be continuing
               (i) on the date of such deposit or (ii) insofar as Subsections
               4.1(e) and 4.1(f) are concerned, at any time during the period
               ending on the 121st day after the date of such deposit or, if
               longer, ending on the date following the expiration of the
               longest preference period applicable to the Issuer in respect of



                                       37
<PAGE>



               such deposit (it being understood that this condition shall not
               be deemed satisfied until the expiration of such period);

         (c)   such defeasance or covenant defeasance will not (i) cause the
               Trustee for the Securities of such series to have a conflicting
               interest for purposes of the Trust Indenture Act of 1939 with
               respect to any securities of the Issuer or (ii) result in the
               trust arising from such deposit to constitute, unless it is
               qualified as, a regulated investment company under the Investment
               Company Act of 1940, as amended;

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

         (e)   if the Securities of such series are then listed on any national
               securities exchange registered under the Securities Exchange Act
               of 1934, as amended, the Issuer shall have delivered to the
               Trustee on Opinion of Counsel to the effect that the exercise of
               the option under Section 9.3 or 9.4, as the case may be, will not
               cause such Securities to be delisted;

         (f)   in the case of an election under Section 9.3, the Issuer shall
               have delivered to the Trustee an Opinion of Counsel stating that
               (i) the Issuer has received from the United States Internal
               Revenue Service (the "IRS") a private letter ruling, (ii) there
               has been published by the IRS a general revenue ruling or (iii)
               since the date of this Indenture there has been a change in the
               applicable Federal income tax law, in each case to the effect
               that, and based thereon such opinion shall confirm that, the
               Holders of the Securities of such series will not recognize
               income, gain or loss for Federal income tax purposes as a result
               of such 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;

         (g)   in the case of an election under Section 9.4, the Issuer shall
               have delivered to the Trustee an Opinion of Counsel to the effect
               that the Holders of the Securities of such series will not
               recognize income, gain or loss for Federal income tax purposes as
               a result of such 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;

         (h)   such defeasance or covenant defeasance shall be effected in
               compliance with any additional terms, conditions or limitations
               which may be imposed on the Issuer in connection therewith
               pursuant to Section 2.3; and

         (i)   the Issuer shall have delivered to the Trustee an Officers'
               Certificate and an Opinion of Counsel, each stating that all
               conditions precedent provided for relating to either the
               defeasance under Section 9.3 or the covenant defeasance under
               Section 9.4 (as the case may be) have been complied with.



                                       38
<PAGE>


         SECTION 9.6 APPLICATION BY TRUSTEE OF FUNDS DEPOSITED FOR PAYMENT OF
SECURITIES. Subject to Section 9.8, all monies and obligations and proceeds
thereof deposited with the Trustee pursuant to Section 9.1 or 9.5 shall be held
in trust and applied by it to the payment, either directly or through any paying
agent (including the Issuer acting as its own paying agent), to the Holders of
the particular Securities of such series for the payment or redemption of which
such monies and obligations have been deposited with the Trustee, of all sums
due and to become due thereon for principal and interest; but such money need
not be segregated from other funds except to the extent required by law.

         SECTION 9.7 REPAYMENT OF MONIES HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to Securities
of any series, all monies then held by any paying agent under the provisions of
this Indenture with respect to such series of Securities shall, upon demand of
the Issuer, be repaid to it or paid to the Trustee and thereupon such paying
agent shall be released from all further liability with respect to such monies.

         SECTION 9.8 RETURN OF MONIES HELD BY TRUSTEE AND PAYING AGENT UNCLAIMED
FOR TWO YEARS. Any monies deposited with or paid to the Trustee or any paying
agent for the payment of the principal of or interest on any Security of any
series and not applied but remaining unclaimed for two years after the date upon
which such principal or interest shall have become due and payable, shall, upon
the written request of the Issuer and unless otherwise required by mandatory
provisions of applicable escheat or abandoned or unclaimed property law, be
repaid to the Issuer by the Trustee for such series or such paying agent, and
the Holder of the Security of such series shall, unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
laws, thereafter look only to the Issuer for any payment which such Holder may
be entitled to collect, and all liability of the Trustee or any paying agent
with respect to such monies shall thereupon cease; PROVIDED, HOWEVER, that the
Trustee or such paying agent, before being required to make any such repayment
with respect to monies deposited with it for any payment shall at the expense of
the Issuer, mail by first-class mail to Holders of such Securities at their
addresses as they shall appear on the security register, notice, that such
monies remain and that, after a date specified therein, which shall not be less
than 30 days from the date of such mailing, any unclaimed balance of such money
then remaining will be repaid to the Issuer.

         SECTION 9.9 INDEMNITY FOR U.S. GOVERNMENT OBLIGATIONS. The Issuer shall
pay and indemnify the Trustee against any tax, fee or other charge imposed on or
assessed against the money or the U.S. Government Obligations deposited pursuant
to Section 9.1 or 9.5 or the principal or interest received in respect of such
obligations.

         SECTION 9.10 REINSTATEMENT. If the Trustee or the paying agent is
unable to apply any money or U.S. Government Obligations in accordance with
Section 9.1 or 9.5 by reason of any legal proceedings or order or judgment or
any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Issuer's obligations under this Indenture
and the Securities of such series shall be revived and reinstated as though no
deposit had occurred pursuant to this Article Nine until such time as the
Trustee or paying agent is permitted to apply all such money in accordance with
this Article Nine; PROVIDED that, if



                                       39
<PAGE>



the Issuer makes any payment of principal of or interest on any such Security
following the reinstatement of its obligations, the Issuer shall be subrogated
to the rights of the Holders of such Securities to receive such payment from the
money or U.S. Government Obligations held by the Trustee or the paying agent.


                                   ARTICLE TEN

                            MISCELLANEOUS PROVISIONS

         SECTION 10.1 INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS OF
ISSUER EXEMPT FROM INDIVIDUAL LIABILITY. No recourse under or upon any
obligation, covenant or agreement contained in this Indenture, or in any
Security, or because of any indebtedness evidenced thereby, shall be had against
any incorporator, as such or against any past, present or future stockholder,
officer or director, as such, of the Issuer or of any successor, either directly
or through the Issuer or any successor, under any rule of law, statute or
constitutional provision or by the enforcement of any assessment or by any legal
or equitable proceeding or otherwise, all such liability being expressly waived
and released by the acceptance of the Securities by the Holders thereof and as
part of the consideration for the issue of the Securities.

         SECTION 10.2 PROVISIONS OF INDENTURE FOR THE SOLE BENEFIT OF PARTIES
AND SECURITYHOLDERS. Nothing in this Indenture or in the Securities, expressed
or implied, shall give or be construed to give to any person, firm or
corporation, other than the parties hereto and their successors and the Holders
of the Securities, any legal or equitable right, remedy or claim under this
Indenture or under any covenant or provision herein contained, all such
covenants and provisions being for the sole benefit of the parties hereto and
their successors and of the Holders of the Securities.

         SECTION 10.3 SUCCESSORS AND ASSIGNS OF ISSUER BOUND BY INDENTURE. All
the covenants, stipulations, promises and agreements in this Indenture contained
by or in behalf of the Issuer shall bind its successors and assigns, whether so
expressed or not.

         SECTION 10.4 NOTICES AND DEMANDS ON ISSUER, TRUSTEE AND
SECURITYHOLDERS. Any notice or demand which by any provision of this Indenture
is required or permitted to be given or served by the Trustee or by the Holders
of Securities to or on the Issuer may be given or served by being deposited
postage prepaid, first-class mail (except as otherwise specifically provided
herein) addressed (until another address of the Issuer is filed by the Issuer
with the Trustee) to the Issuer at 100 First Stamford Place, Stamford,
Connecticut 06902, Attention: Secretary. Any notice, direction, request or
demand by the Issuer or any Securityholder to or upon the Trustee shall be
deemed to have been sufficiently given or made, for all purposes, if given or
made at the Corporate Trust Office.

         Where this Indenture provides for notice to Holders, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class postage



                                       40
<PAGE>



prepaid, to each Holder entitled thereto, at his or her last address as it
appears in the Security register. In any case where notice to Holders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Holder shall affect the sufficiency of such notice
with respect to other Holders. Where this Indenture provides for notice in any
manner, such notice may be waived in writing by the person entitled to receive
such notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Holders shall be filed with the
Trustee, but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such waiver.

         In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impracticable to mail notice to the Issuer and
Securityholders when such notice is required to be given pursuant to any
provision of this Indenture, then any manner of giving such notice as shall be
satisfactory to the Trustee shall be deemed to be a sufficient giving of such
notice.

         SECTION 10.5 OFFICERS' CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS
TO BE CONTAINED THEREIN. Upon any application or demand by the Issuer to the
Trustee to take any action under any of the provisions of this Indenture, the
Issuer shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with,
except that in the case of any such application or demand as to which the
furnishing of such documents is specifically required by any provision of this
Indenture relating to such particular application or demand, no additional
certificate or opinion need be furnished.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee with respect to compliance with a condition or covenant
provided for in this Indenture shall include (a) a statement that the person
making such certificate or opinion has read such covenant or condition, (b) a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based, (c) a statement that, in the opinion of such person, he or she has
made such examination or investigation as is necessary to enable him or her to
express an informed opinion as to whether or not such covenant or condition has
been complied with and (d) a statement as to whether or not, in the opinion of
such person, such condition or covenant has been complied with.

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



                                       41
<PAGE>


         Any certificate, statement or opinion of an officer of the Issuer or of
counsel may be based, insofar as it relates to accounting matters, upon a
certificate or opinion of or representations by an accountant or firm of
accountants in the employ of the Issuer, unless such officer or counsel, as the
case may be, knows that the certificate or opinion or representations with
respect to the accounting matters upon which his or her certificate, statement
or opinion may be based as aforesaid are erroneous, or in the exercise of
reasonable care should know that the same are erroneous.

         Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

         SECTION 10.6 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS. If the
date of maturity of interest on or principal of the Securities of any series or
the date fixed for redemption or repayment of any such Security shall not be a
Business Day, then payment of interest or principal need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date of maturity or the date fixed for redemption,
and no interest shall accrue for the period after such date.

         SECTION 10.7 CONFLICT OF ANY PROVISION OF INDENTURE WITH TRUST
INDENTURE ACT OF 1939. If and to the extent that any provision of this Indenture
limits, qualifies or conflicts with another provision included in this Indenture
by operation of Sections 310 to 317, inclusive, of the Trust Indenture Act of
1939 (an "incorporated provision"), such incorporated provision shall control.

         SECTION 10.8 NEW YORK LAW TO GOVERN. This Indenture and each Security
shall be deemed to be a contract under the laws of the State of New York, and
for all purposes shall be construed in accordance with the laws of such State,
except as may otherwise be required by mandatory provisions of law.

         SECTION 10.9 COUNTERPARTS. This Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall
together constitute but one and the same instrument.

         SECTION 10.10 EFFECT OF HEADINGS. The Article and Section headings
herein and the Table of Contents are for convenience only and shall not affect
the construction hereof.


                                 ARTICLE ELEVEN

                   REDEMPTION OF SECURITIES AND SINKING FUNDS

         SECTION 11.1 APPLICABILITY OF ARTICLE. The provisions of this Article
shall be applicable to the Securities of any series which are redeemable before
their maturity or to any sinking fund for the retirement of Securities of a
series except as otherwise specified as contemplated by Section 2.3 for
Securities of such series.



                                       42
<PAGE>


         SECTION 11.2 NOTICE OF REDEMPTION; PARTIAL REDEMPTIONS. Notice of
redemption to the Holders of Securities of any series to be redeemed as a whole
or in part at the option of the Issuer shall be given by mailing notice of such
redemption by first-class mail, postage prepaid, at least 30 days and not more
than 60 days prior to the date fixed for redemption to such Holders of
Securities of such series at their last addresses as they shall appear upon the
registry books. Any notice which is mailed in the manner herein provided shall
be conclusively presumed to have been duly given, whether or not the Holder
receives the notice. Failure to give notice by mail, or any defect in the notice
to the Holder of any Security of a series designated for redemption as a whole
or in part shall not affect the validity of the proceedings for the redemption
of any other Security of such series.

         The notice of redemption to each such Holder shall specify the
principal amount of each Security of such series held by such Holder to be
redeemed, the date fixed for redemption, the redemption price, the place or
places of payment, that payment will be made upon presentation and surrender of
such Securities, that such redemption is pursuant to the mandatory or optional
sinking fund, or both, if such be the case, that interest accrued to the date
fixed for redemption will be paid as specified in such notice and that on and
after said date interest thereon or on the portions thereof to be redeemed will
cease to accrue. In case any Security of a series is to be redeemed in part only
the notice of redemption shall state the portion of the principal amount thereof
to be redeemed and shall state that on and after the date fixed for redemption,
upon surrender of such Security, a new Security or Securities of such series in
principal amount equal to the unredeemed portion thereof will be issued.

         The notice of redemption of Securities of any series to be redeemed at
the option of the Issuer shall be given by the Issuer or, at the Issuer's
request, by the Trustee in the name and at the expense of the Issuer.

         At least one Business Day prior to the redemption date specified in the
notice of redemption given as provided in this Section, the Issuer will deposit
with the Trustee or with one or more paying agents (or, if the Issuer is acting
as its own paying agent, set aside, segregate and hold in trust as provided in
Section 3.4) an amount of money sufficient to redeem on the redemption date all
the Securities of such series so called for redemption at the appropriate
redemption price, together with accrued interest to the date fixed for
redemption. If less than all the Outstanding Securities of a series are to be
redeemed, the Issuer will deliver to the Trustee at least 70 days prior to the
date fixed for redemption an Officers' Certificate stating the aggregate
principal amount of Securities to be redeemed.

         If less than all the Securities of a series are to be redeemed, the
Trustee shall select, in such manner as it shall deem appropriate and fair,
Securities of such Series to be redeemed in whole or in part. Securities may be
redeemed in part in multiples equal to the minimum authorized denomination for
Securities of such series or any multiple thereof. The Trustee shall promptly
notify the Issuer in writing of the Securities of such series selected for
redemption and, in the case of any Securities of such series 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 of any series shall relate,
in the case of any



                                       43
<PAGE>



Security redeemed or to be redeemed only in part, to the portion of the
principal amount of such Security which has been or is to be redeemed.

         SECTION 11.3 PAYMENT OF SECURITIES CALLED FOR REDEMPTION. If notice of
redemption has been given as above provided, the Securities or portions of
Securities specified in such notice shall become due and payable on the date and
at the place stated in such notice at the applicable redemption price, together
with interest accrued to the date fixed for redemption, and on and after said
date (unless the Issuer shall default in the payment of such Securities at the
redemption price, together with interest accrued to said date) interest on the
Securities or portions of Securities so called for redemption shall cease to
accrue and, except as provided in Sections 5.5 and 9.8, such Securities shall
cease from and after the date fixed for redemption to be entitled to any benefit
or security under this Indenture, and the Holders thereof shall have no right in
respect of such Securities except the right to receive the redemption price
thereof and unpaid interest to the date fixed for redemption. On presentation
and surrender of such Securities at a place of payment specified in said notice,
said Securities or the specified portions thereof shall be paid and redeemed by
the Issuer at the applicable redemption price, together with interest accrued
thereon to the date fixed for redemption; PROVIDED that any semiannual payment
of interest becoming due on the date fixed for redemption shall be payable to
the Holders of such Securities registered as such on the relevant record date
subject to the terms and provisions of Section 2.7 hereof.

         If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly
provided for, bear interest from the date fixed for redemption at the rate of
interest or Yield to Maturity (in the case of an Original Issue Discount
Security) borne by the Security.

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

         SECTION 11.4 EXCLUSION OF CERTAIN SECURITIES FROM ELIGIBILITY FOR
SELECTION FOR REDEMPTION. Securities shall be excluded from eligibility for
selection for redemption if they are identified by registration and certificate
number in a written statement signed by an authorized officer of the Issuer and
delivered to the Trustee at least 40 days prior to the last date on which notice
of redemption may be given as being owned of record and beneficially by, and not
pledged or hypothecated by either (a) the Issuer or (b) an entity specifically
identified in such written statement directly or indirectly controlling or
controlled by or under direct or indirect common control with the Issuer.

         SECTION 11.5 MANDATORY AND OPTIONAL SINKING FUNDS. The minimum amount
of any sinking fund payment provided for by the terms of Securities of any
series is herein referred to as a "mandatory sinking fund payment", and any
payment in excess of such minimum amount provided for by the terms of Securities
of any series is herein referred to as an "optional sinking fund payment". The
date on which a sinking fund payment is to be made is herein referred to as the
"sinking fund payment date".



                                       44
<PAGE>


         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any series of Securities in cash, the Issuer may at its option
(a) deliver to the Trustee Securities of such series theretofore purchased or
otherwise acquired (except upon redemption pursuant to the mandatory sinking
fund) by the Issuer or receive credit for Securities of such series (not
previously so credited) theretofore purchased or otherwise acquired (except as
aforesaid) by the Issuer and delivered to the Trustee for cancellation pursuant
to Section 2.10, (b) receive credit for optional sinking fund payments (not
previously so credited) made pursuant to this Section or (c) receive credit for
Securities of such series (not previously so credited) redeemed by the Issuer
through any optional redemption provision contained in the terms of such series.
Securities so delivered or credited shall be received or credited by the Trustee
at the sinking fund redemption price specified in such Securities.

         On or before the sixtieth day next preceding each sinking fund payment
date for any series, the Issuer will deliver to the Trustee a written statement
(which need not contain the statements required by Section 10.5) signed by an
authorized officer of the Issuer (a) specifying the portion of the mandatory
sinking fund payment to be satisfied by payment of cash and the portion to be
satisfied by credit of Securities of such series, (b) stating that none of the
Securities of such series has theretofore been so credited, (c) stating that no
defaults in the payment of interest or Events of Default with respect to such
series have occurred (which have not been waived or cured) and are continuing
and (d) stating whether or not the Issuer intends to exercise its right to make
an optional sinking fund payment with respect to such series and, if so,
specifying the amount of such optional sinking fund payment which the Issuer
intends to pay on or before the next succeeding sinking fund payment date. Any
Securities of such series to be credited and required to be delivered to the
Trustee in order for the Issuer to be entitled to credit therefor as aforesaid
which have not theretofore been delivered to the Trustee shall be delivered for
cancellation pursuant to Section 2.10 to the Trustee with such written statement
(or reasonably promptly thereafter if acceptable to the Trustee). Such written
statement shall be irrevocable and upon its receipt by the Trustee the Issuer
shall become unconditionally obligated to make all the cash payments or payments
therein referred to, if any, on or before the next succeeding sinking fund
payment date. Failure of the Issuer, on or before any such sixtieth day, to
deliver such written statement and Securities specified in this paragraph, if
any, shall not constitute a default but shall constitute, on and as of such
date, the irrevocable election of the Issuer (i) that the mandatory sinking fund
payment for such series due on the next succeeding sinking fund payment date
shall be paid entirely in cash without the option to deliver or credit
Securities of such series in respect thereof and (ii) that the Issuer will make
no optional sinking fund payment with respect to such series as provided in this
Section.

         If the sinking fund payment or payments (mandatory or optional or both)
to be made in cash on the next succeeding sinking fund payment date plus any
unused balance of any preceding sinking fund payments made in cash shall exceed
$50,000 (or a lesser sum if the Issuer shall so request) with respect to the
Securities of any particular series, such cash shall be applied on the next
succeeding sinking fund payment date to the redemption of Securities of such
series at the sinking fund redemption price together with accrued interest to
the date fixed for redemption. If such amount shall be $50,000 or less and the
Issuer makes no such request then it shall be carried over until a sum in excess
of $50,000 is available. The Trustee shall select, in



                                       45
<PAGE>



the manner provided in Section 11.2, for redemption on such sinking fund payment
date a sufficient principal amount of Securities of such series to absorb said
cash, as nearly as may be, and shall (if requested in writing by the Issuer)
inform the Issuer of the serial numbers of the Securities of such series (or
portions thereof) so selected. Securities of any series which are (a) owned by
the Issuer or an entity known by the Trustee to be directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Issuer, as shown by the Security register, and not known to the Trustee to have
been pledged or hypothecated by the Issuer or any such entity or (b) identified
in an Officers' Certificate at least 60 days prior to the sinking fund payment
date as being beneficially owned by, and not pledged or hypothecated by, the
Issuer or an entity directly or indirectly controlling or controlled by or under
direct or indirect common control with the Issuer shall be excluded from
Securities of such series eligible for selection for redemption. The Trustee, in
the name and at the expense of the Issuer (or the Issuer, if it shall so request
the Trustee in writing) shall cause notice of redemption of the Securities of
such series to be given in substantially the manner provided in Section 11.2
(and with the effect provided in Section 11.3) for the redemption of Securities
of such series in part at the option of the Issuer. The amount of any sinking
fund payments not so applied or allocated to the redemption of Securities of
such series shall be added to the next cash sinking fund payment for such series
and, together with such payment, shall be applied in accordance with the
provisions of this Section. Any and all sinking fund monies held on the stated
maturity date of the Securities of any particular series (or earlier, if such
maturity is accelerated), which are not held for the payment or redemption of
particular Securities of such series shall be applied, together with other
monies, if necessary, sufficient for the purpose, to the payment of the
principal of, and interest on, the Securities of such series at maturity.

         At least one Business Day before each sinking fund payment date, the
Issuer shall pay to the Trustee in cash or shall otherwise provide for the
payment of all interest accrued to the date fixed for redemption on Securities
to be redeemed on the next following sinking fund payment date.

         The Trustee shall not redeem or cause to be redeemed any Securities of
a series with sinking fund monies or mail any notice of redemption of Securities
for such series by operation of the sinking fund during the continuance of a
default in payment of interest on such Securities or of any Event of Default
except that, where the mailing of notice of redemption of any Securities shall
theretofore have been made, the Trustee shall redeem or cause to be redeemed
such Securities, provided that it shall have received from the Issuer a sum
sufficient for such redemption. Except as aforesaid, any monies in the sinking
fund for such series at the time when any such default or Event of Default shall
occur, and any monies thereafter paid into the sinking fund, shall, during the
continuance of such default or Event of Default, be deemed to have been
collected under Article Four and held for the payment of all such Securities. In
case such Event of Default shall have been waived as provided in Section 4.10 or
the default cured on or before the sixtieth day preceding the sinking fund
payment date in any year, such monies shall thereafter be applied on the next
succeeding sinking fund payment date in accordance with this Section to the
redemption of such Securities.



                                       46
<PAGE>


                                 ARTICLE TWELVE

                          SUBORDINATION OF SECURITIES.

         SECTION 12.1. AGREEMENT OF SUBORDINATION. The Issuer covenants and
agrees, and each Holder of Securities issued hereunder by his or her acceptance
thereof likewise covenants and agrees, that all Securities shall be issued
subject to the provisions of this Article Twelve; and each person holding any
Security, whether upon original issue or upon transfer or assignment thereof,
accepts and agrees to be bound by such provisions.

         The payment of the principal of and interest on each of the Securities
issued hereunder shall, to the extent and in the manner hereinafter set forth,
be subordinated and subject in right of payment to the prior payment in full of
all Senior Indebtedness, whether outstanding at the date of this Indenture or
thereafter incurred.

         No provision of this Article Twelve shall prevent the occurrence of any
default or Event of Default hereunder.

         SECTION 12.2. PAYMENTS TO SECURITYHOLDERS. In the event and during the
continuation of any default in the payment of any Senior Indebtedness continuing
beyond the period of grace, if any, specified in the instrument or lease
evidencing such Senior Indebtedness, then, unless and until such default shall
have been cured or waived or shall have ceased to exist, no payment shall be
made by the Issuer with respect to the principal of and interest on each of the
Securities, except payments made pursuant to Sections 9.1, 9.6, 9.7 and 9.8
hereof from monies deposited with the Trustee pursuant thereto prior to the
happening of such default.

         Upon any payment by the Issuer, or distribution of assets of the Issuer
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
Issuer, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all amounts due or to become due upon all
Senior Indebtedness shall first be paid in full, or payment thereof provided for
in money in accordance with its terms, before any payment is made on account of
the Securities issued under this Indenture (except payments made pursuant to
Sections 9.1, 9.6, 9.7 and 9.8 hereof from monies deposited with the Trustee
pursuant thereto prior to the happening of such dissolution, winding-up,
liquidation or reorganization); and upon any such dissolution or winding-up or
liquidation or reorganization any payment by the Issuer, or distribution of
assets of the Issuer of any kind or character, whether in cash, property or
securities, to which the Holders of the Securities or the Trustee would be
entitled, except for the provisions of this Article Twelve, shall (except as
aforesaid) be paid by the Issuer or by any receiver, trustee in bankruptcy,
liquidating trustee, agent or other person making such payment or distribution,
or by the Holders of the Securities or by the Trustee under this Indenture if
received by them or it, directly to the holders of Senior Indebtedness (pro rata
to such holders on the basis of the respective amounts of Senior Indebtedness
held by such holders, as calculated by the Issuer) or their representative or
representatives, or to the trustee or trustees under any indenture pursuant to
which any instruments evidencing any Senior Indebtedness may have been issued,
as their respective interests may appear, to the extent necessary to pay all
Senior Indebtedness in full, in money or



                                       47
<PAGE>



money's worth, after giving effect to any concurrent payment or distribution to
or for the holders of Senior Indebtedness, before any payment or distribution is
made to the Holders of the Securities or to the Trustee.

         If, notwithstanding the foregoing, any payment or distribution of
assets of the Issuer of any kind or character, whether in cash, property or
securities, prohibited by the foregoing, shall be received by the Trustee or the
Holders of the Securities before all Senior Indebtedness 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 Senior Indebtedness or their
representative or representatives, or to the trustee or trustees under any
indenture pursuant to which any instruments evidencing any Senior Indebtedness
may have been issued, as their respective interests may appear, as calculated by
the Issuer, for application to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in money
in accordance with its terms, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness.

         For purposes of this Article Twelve, the words, "cash, property or
securities" shall not be deemed to include shares of stock of the Issuer as
reorganized or readjusted, or securities of the Issuer 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 Twelve with
respect to the Securities to the payment of all Senior Indebtedness which may at
the time be outstanding; PROVIDED that (i) the 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 the Senior Indebtedness
(other than leases) and of leases which are assumed are not, without the consent
of such holders, altered by such reorganization or readjustment. The
consolidation of the Issuer with, or the merger of the Issuer into, another
corporation or the liquidation or dissolution of the Issuer 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 hereof shall not be deemed a dissolution, winding-up, liquidation
or reorganization for the purposes of this Section 12.2 if such other
corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article Twelve hereof. Nothing in
this Section 12.2 shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 5.6.

         SECTION 12.3. SUBROGATION OF SECURITIES. Subject to the payment in full
of all Senior Indebtedness, the rights of the Holders of the Securities shall be
subrogated to the rights of the holders of Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Issuer
applicable to the Senior Indebtedness until the principal of 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 the 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 Twelve, and no
payment over pursuant to the provisions of this Article Twelve, to or for the
benefit of the holders of Senior Indebtedness by holders of the Securities or
the Trustee, shall, as between the Issuer, its creditors other than holders of
Senior Indebtedness, and the Holders of the Securities, be deemed to be a
payment by the Issuer to or on account of



                                       48
<PAGE>



the Senior Indebtedness. It is understood that the provisions of this Article
Twelve are and are intended solely for the purpose of defining the relative
rights of the Holders of the Securities, on the one hand, and the holders of the
Senior Indebtedness, on the other hand.

         Nothing contained in this Article Twelve or elsewhere in this Indenture
or in the Securities is intended to or shall impair, as between the Issuer, its
creditors other than the holders of Senior Indebtedness, and the Holders of the
Securities, the obligation of the Issuer, which is absolute and unconditional,
to pay to the Holders of the Securities the principal of 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 Issuer other than the holders of
the Senior Indebtedness, 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 Twelve of the holders of Senior Indebtedness
in respect of cash, property or securities of the Issuer received upon the
exercise of any such remedy.

         Upon any payment or distribution of assets of the Issuer referred to in
this Article Twelve, the Trustee, subject to the provisions of Section 5.1, and
the Holders of the Securities shall be entitled to 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, liquidating trustee, agent
or other person making such payment or distribution, delivered to the Trustee or
to the Holders of the Securities, for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Senior
Indebtedness and other indebtedness of the Issuer, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article Twelve.

         SECTION 12.4. AUTHORIZATION BY SECURITYHOLDERS. Each Holder of a
Security by his or her acceptance thereof authorizes and directs the Trustee in
his or her behalf to take such action as may be necessary or appropriate to
effectuate the subordination provided in this Article Twelve and appoints the
Trustee his or her attorney-in-fact for any and all such purposes.

         SECTION 12.5. NOTICE TO TRUSTEE. The Issuer shall give prompt written
notice to a Responsible Officer of the Trustee of any fact known to the Issuer
which 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 Twelve.
Notwithstanding the provisions of this Article Twelve or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts which 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 Twelve, unless and until a Responsible Officer of the Trustee shall have
received written notice thereof at the Corporate Trust Office from the Issuer or
a holder of Senior Indebtedness or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the provisions of
Section 5.1, shall be entitled in all respects to assume that no such facts
exist; PROVIDED that if on a date not fewer than three business days prior to
the date upon which by the terms hereof any such monies may become payable for
any purpose (including the payment of the



                                       49
<PAGE>



principal of and interest on the Securities) the Trustee shall not have
received, with respect to such monies, the notice provided for in this Section
12.5, then, anything herein contained to the contrary notwithstanding, the
Trustee shall have full power and authority to receive such monies and to apply
the same to the purpose for which they were received, and shall not be affected
by any notice to the contrary which may be received by it on or after such prior
date.

         Notwithstanding anything to the contrary herein set forth, nothing
shall prevent any payment by the Issuer or the Trustee to the Securityholders of
monies in connection with a redemption of Securities if (i) notice of such
redemption has been given pursuant to Article Eleven prior to the receipt by the
Trustee of written notice as aforesaid and (ii) such notice of redemption is
given not earlier than 60 days before the redemption date.

         The Trustee, subject to the provisions of Section 5.1, shall be
entitled to rely on the delivery to it of a written notice by a person
representing himself or herself to be a holder of Senior Indebtedness (or a
trustee on behalf of such holder) to establish that such notice has been given
by a holder of Senior Indebtedness or a trustee on behalf of any such holder. If
the Trustee determines in good faith that further evidence is required with
respect to the right of any person as a holder of Senior Indebtedness to
participate in any payment or distribution pursuant to this Article Twelve, the
Trustee may request such person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Senior Indebtedness held by such
person, 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 Twelve, 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 12.6. TRUSTEE'S RELATION TO SENIOR INDEBTEDNESS. The Trustee in
its individual capacity shall be entitled to all the rights set forth in this
Article Twelve 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
Section or elsewhere in this Indenture shall deprive the Trustee of any of its
rights as such holder.

         With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Twelve, and no implied covenants
or obligations with respect to the holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be deemed to owe
any fiduciary duty to the holders of Senior Indebtedness and, subject to the
provisions of Section 5.1, the Trustee shall not be liable to any holder of
Senior Indebtedness if it shall pay over or deliver to Holders of Securities,
the Issuer or any other person money or assets to which any holder of Senior
Indebtedness shall be entitled by virtue of this Article Twelve or otherwise.

         SECTION 12.7. NO IMPAIRMENT OF SUBORDINATION. No right of any present
or future holder of any Senior Indebtedness 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 Issuer or by any act or failure to act, in
good faith, by any such holder, or by any noncompliance



                                       50
<PAGE>



by the Issuer with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof which any such holder may have or otherwise
be charged with.

         SECTION 12.8. DEFEASANCE OF THIS ARTICLE TWELVE. The subordination of
any series of Securities provided by this Article Twelve is expressly made
subject to the provisions for discharge, defeasance or covenant defeasance in
Article Nine hereof and, anything herein to the contrary notwithstanding, upon
the effectiveness of any such discharge, defeasance or covenant defeasance, the
series of Securities for which such discharge, defeasance or covenant defeasance
becomes effective shall thereupon cease to be subordinated pursuant to this
Article Twelve.

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of __________ __, 20__.


                                CRANE CO.



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


[CORPORATE SEAL]


Attest:



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



                                LASALLE BANK NATIONAL ASSOCIATION




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


[CORPORATE SEAL]


Attest:



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



                                       51
<PAGE>



STATE OF CONNECTICUT            )
                                ) ss.:
COUNTY OF FAIRFIELD             )



         On this day of        before me personally came to me personally known,
who, being by me duly sworn, did depose and say that he resides at
that he is a        of Crane Co., one of the corporations described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.



[NOTARIAL SEAL]



                                -------------------------
                                Notary Public















                                       52
<PAGE>



STATE OF ILLINOIS               )
                                ) ss.:
COUNTY OF COOK                  )



         On this day of         before me personally came to me personally
known, who, being by me duly sworn, did depose and say that he resides at
that he is a         of Lasalle Bank National Association, one of the
corporations described in and which executed the above instrument; that he knows
the corporate seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by authority of the Board of
Directors of said corporation, and that he signed his name thereto by like
authority.



[NOTARIAL SEAL]



                                ---------------------------
                                Notary Public
















                                       53




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>5
<FILENAME>file004.txt
<DESCRIPTION>OPINION OF AUGUSTUS I. DUPONT
<TEXT>
<PAGE>


                                                                     EXHIBIT 5.1

                               September 22, 2003

Crane Co.
100 First Stamford Place
Stamford, Connecticut 06902

Dear Sirs:

         As Vice President, General Counsel and Secretary of Crane Co., a
Delaware corporation (the "Company"), I have examined and am familiar with the
Certificate of Incorporation and By-laws of the Company, each as amended to
date. I am also familiar with the corporate proceedings taken by the Board of
Directors of the Company to authorize the filing of the Registration Statement
on Form S-3 (the "Registration Statement") being filed by the Company today with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to $300,000,000 aggregate initial
offering price of its debt securities (the "Debt Securities"). In connection
with the foregoing, I have examined originals, or copies certified or otherwise
identified to my satisfaction, of such other public and corporate documents,
certificates, instruments and corporate records, and such questions of law, as I
have deemed necessary or appropriate for the purpose of rendering this opinion.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, I am of the opinion that, when the Debt Securities
have been duly authorized by appropriate corporate action and executed,
authenticated, issued and delivered against payment therefor as provided for in
the applicable definitive purchase, underwriting or similar agreement and
otherwise in accordance with the provisions of the indenture under which such
Debt Securities will be issued, such Debt Securities will be valid and legally
binding obligations of the Company, enforceable against the Company in
accordance with their terms, except to the extent that enforcement thereof may
be limited by bankruptcy, moratorium, insolvency, reorganization or similar laws
relating to or affecting creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law).

         Pursuant to the requirements of the Securities Act, I hereby consent to
the filing of this opinion as an exhibit to the Registration Statement referred
to above, including any amendments thereto, and further consent to the reference
to my name under the caption "Legal Matters" in the prospectus that is a part of
the Registration Statement.

                                        Very truly yours,


                                        /s/ Augustus I. duPont
                                        -----------------------------------
                                        Augustus I. duPont
                                        Vice President, General Counsel and
                                              Secretary





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>6
<FILENAME>file005.txt
<DESCRIPTION>CONSENT OF DELOITTE & TOUCHE LLP
<TEXT>
<PAGE>



                                                                    EXHIBIT 23.2


INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this Registration Statement of
Crane Co. on Form S-3 of our report dated January 21, 2003 (which report
expresses an unqualified opinion and includes an explanatory paragraph regarding
the adoption of Statement of Financial Accounting Standards No. 142, Goodwill
and Other Intangible Assets) incorporated by reference in the Annual Report on
Form 10-K of Crane Co. for the year ended December 31, 2002 and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.


/s/ Deloitte & Touche LLP

Stamford, CT
September 22, 2003








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.1
<SEQUENCE>7
<FILENAME>file006.txt
<DESCRIPTION>FORM OF T-1
<TEXT>
<PAGE>

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

                                    FORM T-1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

                              THE BANK OF NEW YORK
               (Exact name of trustee as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                                              <C>
New York                                                                         13-5160382
(State of incorporation                                                          (I.R.S. employer
if not a U.S. national bank)                                                     identification no.)

One Wall Street, New York, N.Y.                                                  10286
(Address of principal executive offices)                                         (Zip code)

                                    CRANE CO.
               (Exact name of obligor as specified in its charter)

Delaware                                                                         13-1952290
(State or other jurisdiction of                                                  (I.R.S. employer
incorporation or organization)                                                   identification no.)



100 First Stamford place
Stamford, Connecticut                                                            06902
(Address of principal executive offices)                                         (Zip code)
</TABLE>

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

                                 Debt Securities
                       (Title of the indenture securities)

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


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.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
                  Name                                        Address
- --------------------------------------------------------------------------------
<S>                                                           <C>
        Superintendent of Banks of the State of                           2 Rector Street, New York,
        New York                                                          N.Y.  10006, and Albany, N.Y. 12203

        Federal Reserve Bank of New York                                  33 Liberty Plaza, New York,
                                                                          N.Y.  10045
</TABLE>

        Federal Deposit Insurance Corporation Washington, D.C.  20429

        New York Clearing House Association   New York, New York   10005

        (B)    WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

        Yes.

2.      AFFILIATIONS WITH OBLIGOR.

        IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

        None.

16.     LIST OF EXHIBITS.

        EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION,
        ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO
        RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17
        C.F.R. 229.10(D).

        1.     A copy of the Organization Certificate of The Bank of New York
               (formerly Irving Trust Company) as now in effect, which contains
               the authority to commence business and a grant of powers to
               exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to
               Form T-1 filed with Registration Statement No. 33-6215, Exhibits
               1a and 1b to Form T-1 filed with Registration Statement No.
               33-21672 and Exhibit 1 to Form T-1 filed with Registration
               Statement No. 33-29637.)

        4.     A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form
               T-1 filed with Registration Statement No. 33-31019.)

        6.     The consent of the Trustee required by Section 321(b) of the Act.
               (Exhibit 6 to Form T-1 filed with Registration Statement No.
               33-44051.)

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


                                      -2-
<PAGE>


                                    SIGNATURE



        Pursuant to the requirements of the Act, the Trustee, The Bank of New
York, a corporation organized and existing under the laws of the State of New
York, has duly caused this statement of eligibility to be signed on its behalf
by the undersigned, thereunto duly authorized, all in The City of New York, and
State of New York, on the 18th day of September, 2003.


                                     THE BANK OF NEW YORK



                                     By:       /S/    MARY LAGUMINA
                                         --------------------------
                                         Name:        MARY LAGUMINA
                                         Title:       VICE PRESIDENT


<PAGE>


                                                                     EXHIBIT 7
                                                                     ---------

- -------------------------------------------------------------------------------
                       Consolidated Report of Condition of

                              THE BANK OF NEW YORK

                    of One Wall Street, New York, N.Y. 10286
                     And Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System, at the close of business June 30, 2003,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

<TABLE>
<CAPTION>
                                                                                              Dollar Amounts
ASSETS                                                                                          In Thousands
<S>                                                                                           <C>
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coin..                                           $4,257,371
   Interest-bearing balances...........................                                            6,048,782
Securities:
   Held-to-maturity securities.........................                                              373,479
   Available-for-sale securities.......................                                           18,918,169
Federal funds sold in domestic offices.................                                            6,689,000
Securities purchased under agreements to                                                           5,293,789
Loans and lease financing receivables:
   Loans and leases held for sale................                                                    616,186
   Loans and leases, net of unearned
     income...............38,342,282
   LESS: Allowance for loan and
     lease losses............819,982
   Loans and leases, net of unearned
     income and allowance....................37,522,300
Trading Assets.........................................                                            5,741,193
Premises and fixed assets (including capitalized leases)                                             958,273
Other real estate owned................................                                                  441
Investments in unconsolidated subsidiaries and
  associated companies ................................                                              257,626
Customers' liability to this bank on acceptances
  outstanding .........................................                                              159,995
Intangible assets......................................
   Goodwill............................................                                            2,554,921
   Other intangible assets.............................                                              805,938
Other assets...........................................                                            6,285,971
                                                                                                 -----------
Total assets...........................................                                          $96,483,434
                                                                                                 ===========

<PAGE>

LIABILITIES
Deposits:
   In domestic offices.................................                                          $37,264,787
   Noninterest-bearing.......................15,357,289
   Interest-bearing..........................21,907,498
   In foreign offices, Edge and Agreement subsidiaries,
     and IBFs .........................................                                            28,018,241
   Noninterest-bearing........................1,026,601
   Interest-bearing..........................26,991,640
Federal funds purchased in domestic offices ...........                                              739,736
Securities sold under agreements to repurchase.........                                              465,594
Trading liabilities....................................                                            2,456,565
Other borrowed money: (includes mortgage indebtedness
  and obligations under capitalized leases) ...........                                            8,994,708
Bank's liability on acceptances executed and
  outstanding .........................................                                              163,277
Subordinated notes and debentures......................                                            2,400,000
Other liabilities......................................                                            7,446,726
                                                                                                ------------
Total liabilities......................................                                          $87,949,634
                                                                                                ============

Minority interest in consolidated subsidiaries ........                                              519,472

EQUITY CAPITAL
Perpetual preferred stock and related surplus .........                                                    0
Common stock...........................................                                            1,135,284
Surplus................................................                                            2,056,273
Retained earnings......................................                                            4,694,161
Accumulated other comprehensive income.........                                                      128,610
Other equity capital components.....................                                                       0
- ------------------------------------------------------------------------------------------------------------
Total equity capital...................................                                            8,014,328
                                                                                                ------------
Total liabilities minority interest and equity capital.                                          $96,483,434
                                                                                                ============
</TABLE>

<PAGE>

         I, Thomas J. Mastro, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition is true and
correct to the best of my knowledge and belief.

                                                          Thomas J. Mastro,
                                      Senior Vice President and Comptroller

         We, the undersigned directors, attest to the correctness of this
statement of resources and liabilities. We declare that it has been examined by
us, and to the best of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.

                        ____
Thomas A. Renyi             |
Gerald L. Hassell           |                 Directors
Alan R. Griffith            |
                        ____

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








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25.2
<SEQUENCE>8
<FILENAME>file007.txt
<DESCRIPTION>FORM OF T-1
<TEXT>
<PAGE>


                                                                    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)   [X]


                        LASALLE BANK NATIONAL ASSOCIATION
               (Exact name of trustee as specified in its charter)

                                   36-0884183
                                (I.R.S. Employer
                               Identification No.)

                135 South LaSalle Street, Chicago, Illinois 60603
               (Address of principal executive offices) (Zip Code)

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

                              Willie J. Miller, Jr.
                           Group Senior Vice President
                        Chief Legal Officer and Secretary
                            Telephone: (312) 904-2018
                       135 South LaSalle Street, Suite 925
                             Chicago, Illinois 60603
            (Name, address and telephone number of agent for service)

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

                                    Crane Co.
               (Exact name of obligor as specified in its charter)

                      Delaware                            13-1952290
           (State or other jurisdiction of             (I.R.S. Employer
           incorporation or organization)            Identification No.)



              100 First Stamford Place
                Stamford, Connecticut                       06902
       (Address of principal executive offices)             (Zip Code)

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

                                 Debt Securities
                       (Title of the indenture securities)

<PAGE>


ITEM 1.  GENERAL INFORMATION*

Furnish the following information as to the trustee:

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

          1.   Comptroller of the Currency, Washington D.C.

          2.   Federal Deposit Insurance Corporation, Washington, D.C.

          3.   The Board of Governors of the Federal Reserve Systems,
               Washington, D.C.

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

               Yes.

ITEM 2.  AFFILIATIONS WITH THE OBLIGOR.

If the obligor is an affiliate of the trustee, describe each such affiliation.


                                 Not Applicable




















*Pursuant to General Instruction B, the trustee has responded only to items 1, 2
and 16 of this form since to the best knowledge of the trustee the obligor is
not in default under any indenture under which the trustee is a trustee.


<PAGE>



ITEM 16. LIST OF EXHIBITS.

List below all exhibits filed as part of this statement of eligibility and
qualification.

     1.   A copy of the Articles of Association of LaSalle Bank National
          Association now in effect (incorporated herein by reference to Exhibit
          1 filed with Form T-1 in File No. 333-101155).

     2.   A copy of the certificate of authority to commence business
          (incorporated herein by reference to Exhibit 2 filed with Form T-1
          filed with the Current Report on Form 8-K, dated June 29, 2000, in
          File No. 333-61691).

     3.   A copy of the authorization to exercise corporate trust powers
          (incorporated herein by reference to Exhibit 3 filed with Form T-1
          filed with the Current Report on Form 8-K, dated June 29, 2000, in
          File No. 333-61691).

     4.   A copy of the existing By-Laws of LaSalle Bank National Association
          (incorporated herein by reference to Exhibit 4 filed with Form T-1 in
          File No. 333-101155).

     5.   Not applicable.

     6.   The consent of the trustee required by Section 321(b) of the Trust
          Indenture Act of 1939 (incorporated herein by reference to Exhibit 6
          filed with Form T-1 filed with the Current Report on Form 8-K, dated
          June 29, 2000, in File No. 333-61691).

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

     8.   Not applicable.

     9.   Not applicable.



                                    SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee,
LaSalle Bank National Association, a corporation organized and existing under
the laws of the United States of America, has duly caused this statement of
eligibility to be signed on its behalf by the undersigned, thereunto duly
authorized, all in the City of Chicago, State of Illinois, on the 17th day
September, 2003.

                                 LASALLE BANK NATIONAL ASSOCIATION




                                          By: /s/ John Porter
                                              -------------------------
                                              John Porter
                                              Vice President




<PAGE>

                                    EXHIBIT 7

             COPY OF THE LATEST REPORT OF CONDITION OF THE TRUSTEE



<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                            <C>              <C>          <C>

LaSalle Bank N.A.                             Call Date:      6/30/2003          ST-BK:  17-1520                FFIEC         031
135 South LaSalle Street                                                                                         Page     RC-1
Chicago, IL  60603                            Vendor ID: D                       CERT:  15407                      11

Transit Number:  71000505

CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND
STATE-CHARTERED SAVINGS BANKS FOR JUNE 30, 2003

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

SCHEDULE RC - BALANCE SHEET


                                                                                                     Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
ASSETS
   1. Cash and balances due from depository institutions (from Schedule RC-A):                  RCFD
                                                                                                ----
      a. Noninterest-bearing balances and currency and coin (1)                                  0081            1,887,414     1.a
      b. Interest-bearing balances (2)                                                           0071               17,355     1.b
   2. Securities:
      a. Held-to-maturity securities (from Schedule RC-B, column A)                              1754              187,715     2.a
      b. Available-for-sale securities (from Schedule RC-B, column D)                            1773           22,233,318     2.b
   3. Federal funds sold and securities purchased under agreements to resell
      a. Federal funds sold in domestic offices                                                  B987              286,080     3.a
      b. Securitites purchased under agreements to resell (3)                                    B989              144,437     3.b
   4. Loans and lease financing receivables (from schedule RC-C)
      a. Loans and leases held for sale                                                          5369              295,765     4.a
      b. Loans and leases, net of unearned income                        B528     33,448,582
      c. LESS: Allowance for loan and lease losses                       3123        587,930                                   4.c
      d. Loans and leases, net of unearned income,
          allowance, and reserve (item 4.a minus 4.b and 4.c)                                    B529           32,860,652     4.d
   5. Trading assets (from Schedule RC-D)                                                        3545              697,442     5.
   6. Premises and fixed assets (including capitalized leases)                                   2145              261,574     6.
   7. Other real estate owned (from Schedule RC-M)                                               2150               20,664     7.
   8. Investments in unconsolidated subsidiaries and associated companies (from
      Schedule RC-M)                                                                             2130                    0     8.
   9. Customers' liability to this bank on acceptances outstanding                               2155               27,525     9.
  10. Intangible assets (from Schedule RC-M)
      a. Goodwill                                                                                3163              181,613     10.a
      b. Other Intangible assets                                                                 0426                8,058     10.b
  11. Other assets (from Schedule RC-F)                                                          2160            2,306,948     11.
  12. Total assets (sum of items 1 through 11)                                                   2170           61,416,560     12.
</TABLE>

- -------------------
(1)  Includes cash items in process of collection and unposted debits.
(2)  Includes time certificates of deposit not held for trading.
(3)  Includes all securites resale agreements in domestic and foreign offies,
     regardless of maturity.



<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                            <C>              <C>          <C>
LaSalle Bank N.A.                            Call Date:  12/31/6/30/2003        ST-BK:  17-1520                  FFIEC          031
135 South LaSalle Street                                                                                          Page     RC-  2
Chicago, IL  60603                           Vendor ID: D                       CERT:  15407                        12

Transit Number:  71000505

SCHEDULE RC - CONTINUED
                                                                                                      Dollar Amounts in Thousands
- ------------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
  13. Deposits:
      a. In domestic offices (sum of totals of                                                    RCON
                                                                                                  ----
          columns A and C from Schedule RC-E, part I)                                             2200         25,663,611  13.a
                                                                         RCON
          (1) Noninterest-bearing (1)                                    6631      6,208,325                               13.a.1
          (2) Interest-bearing                                           6636     19,455,286                               13.a.2
                                                                                                  RCFN
                                                                                                  ----
      b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from
          Schedule RC-E, part II)                                                                 2200          5,595,976  13.b
                                                                         RCFN
          (1) Noninterest-bearing                                        6631              0                               13.b.1
          (2) Interest-bearing                                           6636      5,595,976                               13.b.2
                                                                                                  RCON
                                                                                                  ----
  14. Federal funds purchased and securities sold under agreements to repurchase:
      a. Federal funds purchased in domestic offices (2)                                          B993          3,532,101  14.a
                                                                                                  RCFD
      b. Securities sold under agreements to repurchase (3)                                       B995          2,056,728  14.b
  15. Trading liabilities (from Schedule RC-D)                                                    3548            323,906  15


  16. Other borrowed money (includes mortgage indebtedness and obligations under                  3190          9,679,141         16
      capitalized leases): From schedule RC-M

  17. Not applicable.
  18. Bank's liability on acceptances executed and outstanding                                    2920             27,525  18.
  19. Subordinated notes and debentures (4)                                                       3200            540,000  19.
  20. Other liabilities (from Schedule RC-G)                                                      2930          9,226,265  20.
  21. Total liabilities (sum of items 13 through 20)                                              2948         56,645,253  21.
  22. Minority Interest in consolidated subsidiaries                                              3000             29,226  22.

EQUITY CAPITAL
                                                                                                  RCFD
                                                                                                  ----
  23. Perpetual preferred stock and related surplus                                               3838            635,410  23.
  24. Common stock                                                                                3230             41,234  24.
  25. Surplus (exclude all surplus related to preferred stock)                                    3839          2,000,163  25.
  26. a.Retained Earnings                                                                         3632          1,871,214  26.a
      b. Accumulated Other Comprehensive income.(5)                                               B530            194,060  26.b
  27. Other Equity capital components (6)                                                         3284                  0  27.
  28. Total equity capital (sum of items 23 through 27)                                           3210          4,742,081  28.
  29. Total liabilities, minority interest, and equity capital (sum of items 21, 22, and 28)      3300         61,416,560  29.

MEMORANDUM
TO BE REPORTED ONLY WITH THE MARCH REPORT OF CONDITION.
   1. Indicate in the box at the right the number of the statement below that best describes
      the most comprehensive level of auditing work performed for the bank by independent         RCFD           Number
      external auditors as of any date during 2001                                                ----           ------
                                                                                                  6724             N/A          M.1

1  = Independent audit of the bank conducted in accordance with     4  = Directors' examination of the bank conducted in accordance
     generally accepted auditing standards by a certified public         with generally accepted auditing standards by a certified
     accounting firm which submits a report on the bank                  accounting firm. (may be required by state chartering
                                                                         authority)
2  = Independent audit of the bank's parent holding company
     conducted in accordance with generally accepted auditing       5  = Directors' examination of the bank performed by other
     standards by a certified public accounting firm which               external auditors (may be required by state chartering
     submits a report on the consolidated holding company (but           authority)
     not on the bank separately)
                                                                    6  = Review of the bank's financial statements by external
3  = Attestation on bank managements assertion on the                    auditors
     effectiveness of the banks internal auditors over financial
     reporting with generally accepted auditing standards by a      7  = Compilation of the bank's financial statements by
     certified public accounting firm.                                   external auditors

                                                                    8  = Other audit procedures (excluding tax preparation work)

                                                                    9  = No external audit work
</TABLE>

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

(2)  Report overnight Federal Home Loan Bank advances in Schedule RC, item 16
     "other borrowed money."

(3)  Includes all securities repurchased agreements in domestic and foreign
     offices, regardless of maturity.

(4)  Includes limited-life preferred stock and related surplus.


(5)  Includes net unrealized holding gains(losses) on available for sale
     securities, accumulated net gains (losses) on cash flow hedges, cumulative
     foreign currency translation adjustments, and minimum pension liability
     adjustments.

(6)  Includes treasury stock and unearned Employee Stock Ownership plan shares.





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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