EXHIBIT 4.5 - INDENTURE,

Indenture Agreement

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STANLEY WORKS | HSBC BANK USA, NATIONAL ASSOCIATION

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Title: EXHIBIT 4.5 - INDENTURE,
Governing Law: Connecticut Date: 11/29/2005
Industry: Appliance and Tool Sector: Consumer Cyclical

Exhibit 4.5

THE STANLEY WORKS,

Issuer

AND

HSBC BANK USA, NATIONAL ASSOCIATION,

Trustee

INDENTURE

Dated as of November 22, 2005

Junior Subordinated Debt Securities

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CROSS-REFERENCE TABLE*

Section of Trust Indenture Section of

Act of 1939, as amended Indenture

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310(a) 7.09

310(b) 7.08

7.10

310(c) Inapplicable

311(a) 7.13(a)

311(b) 7.13(b)

311(c) Inapplicable

312(a) 5.01

5.02(a)

312(b) 5.02(b)

312(c) 5.02(c)

313(a) 5.04(a)

313(b) 5.04(b)

313(c) 5.04(a)

5.04(b)

313(d) 5.04(c)

314(a) 5.03

314(b) Inapplicable

314(c) 13.06

314(d) Inapplicable

314(e) 13.06

314(f) Inapplicable

315(a) 7.01(a)

7.02

315(b) 6.07

315(c) 7.01

315(d) 7.01(b)

7.01(c)

315(e) 6.07

316(a) 6.06

8.04

316(b) 6.04

316(c) 8.01

317(a) 6.02

317(b) 4.03

318(a) 13.08

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* This Cross-Reference Table does not constitute part of the Indenture and

shall not have any bearing on the interpretation of any of its terms or

provisions.

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TABLE OF CONTENTS

Page

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ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions of Terms.............................................................1

ARTICLE II

ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION

AND EXCHANGE OF DEBT SECURITIES

SECTION 2.01. Designation and Terms of Debt Securities.........................................8

SECTION 2.02. Form of Debt Securities and Trustee's Certificate................................9

SECTION 2.03. Denominations; Provisions for Payment...........................................10

SECTION 2.04. Execution and Authentication....................................................12

SECTION 2.05. Registration of Transfer and Exchange...........................................12

SECTION 2.06. Temporary Securities............................................................13

SECTION 2.07. Mutilated, Destroyed, Lost or Stolen Debt Securities............................14

SECTION 2.08. Cancellation....................................................................15

SECTION 2.09. Benefits of Indenture...........................................................15

SECTION 2.10. Authenticating Agent............................................................15

SECTION 2.11. Global Securities...............................................................16

ARTICLE III

REDEMPTION OF DEBT SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01. Redemption......................................................................18

SECTION 3.02. Notice of Redemption............................................................18

SECTION 3.03. Payment Upon Redemption.........................................................19

SECTION 3.04. Sinking Fund....................................................................19

SECTION 3.05. Satisfaction of Sinking Fund Payments with Debt Securities......................20

SECTION 3.06. Redemption of Debt Securities for Sinking Fund..................................20

ARTICLE IV

COVENANTS OF THE COMPANY

SECTION 4.01. Payment of Principal, Premium and Interest......................................21

SECTION 4.02. Maintenance of Office or Agency.................................................21

SECTION 4.03. Paying Agents...................................................................21

SECTION 4.04. Appointment to Fill Vacancy in Office of Trustee................................22

SECTION 4.05. Limitation on Dividends; Transactions with Affiliates...........................22

SECTION 4.06. Covenants as to Capital Trust...................................................23

SECTION 4.07. Corporate Existence.............................................................24

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ARTICLE V

SECURITYHOLDERS, LISTS AND REPORTS BY THE

COMPANY AND THE TRUSTEE

SECTION 5.01. Company to Furnish Trustee Names and Addresses of Securityholders...............25

SECTION 5.02. Preservation of Information; Communications with Securityholders................25

SECTION 5.03. Reports by the Company..........................................................25

SECTION 5.04. Reports by the Trustee..........................................................26

ARTICLE VI

REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS

ON EVENT OF DEFAULT

SECTION 6.01. Events of Default...............................................................27

SECTION 6.02. Collection of Indebtedness and Suits for Enforcement by Trustee.................29

SECTION 6.03. Application of Moneys Collected.................................................31

SECTION 6.04. Limitation on Suits.............................................................31

SECTION 6.05. Rights and Remedies Cumulative; Delay or Omission not Waiver....................32

SECTION 6.06. Control by Securityholders......................................................32

SECTION 6.07. Undertaking to Pay Costs........................................................33

SECTION 6.08. Notice of Defaults..............................................................34

ARTICLE VII

CONCERNING THE TRUSTEE

SECTION 7.01. Certain Duties and Responsibilities of Trustee..................................35

SECTION 7.02. Certain Rights of Trustee.......................................................36

SECTION 7.03. Trustee Not Responsible for Recitals or Issuance of Debt Securities.............38

SECTION 7.04. May Hold Debt Securities........................................................38

SECTION 7.05. Moneys Held in Trust............................................................38

SECTION 7.06. Compensation and Reimbursement..................................................38

SECTION 7.07. Reliance on Officers' Certificate...............................................39

SECTION 7.08. Qualification; Conflicting Interests............................................39

SECTION 7.09. Corporate Trustee Required; Eligibility.........................................39

SECTION 7.10. Resignation and Removal; Appointment of Successor...............................40

SECTION 7.11. Acceptance of Appointment by Successor..........................................41

SECTION 7.12. Merger, Conversion, Consolidation or Succession to Business.....................42

SECTION 7.13. Preferential Collection of Claims Against the Company...........................43

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ARTICLE VIII

CONCERNING THE SECURITYHOLDERS

SECTION 8.01. Evidence of Action by Securityholders...........................................44

SECTION 8.02. Proof of Execution by Securityholders...........................................44

SECTION 8.03. Who May be Deemed Owners........................................................45

SECTION 8.04. Certain Debt Securities Owned by Company Disregarded............................45

SECTION 8.05. Actions Binding on Future Securityholders.......................................45

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.01. Supplemental Indentures Without the Consent of Securityholders..................47

SECTION 9.02. Supplemental Indentures with Consent of Securityholders.........................48

SECTION 9.03. Effect of Supplemental Indentures...............................................48

SECTION 9.04. Debt Securities Affected by Supplemental Indentures.............................48

SECTION 9.05. Execution of Supplemental Indentures............................................49

ARTICLE X

SUCCESSOR CORPORATION

SECTION 10.01. Company may Consolidate, Reincorporate, Etc. on Certain Conditions..............50

SECTION 10.02. Successor Corporation Substituted...............................................50

SECTION 10.03. Obligations in the Event of Non-U.S. Merger.....................................51

ARTICLE XI

SATISFACTION, DEFEASANCE AND DISCHARGE

SECTION 11.01. Satisfaction and Discharge......................................................53

SECTION 11.02. Defeasance and Discharge........................................................53

SECTION 11.03. Covenant Defeasance.............................................................54

SECTION 11.04. Deposited Moneys to be Held in Trust............................................55

SECTION 11.05. Payment of Moneys Held by Paying Agents.........................................55

SECTION 11.06. Repayment to Company............................................................55

SECTION 11.07. Reinstatement...................................................................55

ARTICLE XII

IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS

SECTION 12.01. No Recourse.....................................................................57

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ARTICLE XIII

MISCELLANEOUS PROVISIONS

SECTION 13.01. Effect on Successors and Assigns................................................58

SECTION 13.02. Actions by Successor............................................................58

SECTION 13.03. Surrender of Company Powers.....................................................58

SECTION 13.04. Notices.........................................................................58

SECTION 13.05. Governing Law...................................................................58

SECTION 13.06. Treatment of the Debt Securities as Debt........................................58

SECTION 13.07. Compliance Certificates and Opinions............................................58

SECTION 13.08. Payments on Business Days.......................................................59

SECTION 13.09. Conflict with Trust Indenture Act...............................................59

SECTION 13.10. Counterparts....................................................................59

SECTION 13.11. Separability....................................................................59

SECTION 13.12. Assignment......................................................................59

SECTION 13.13. Acknowledgment of Rights........................................................60

ARTICLE XIV

SUBORDINATION OF DEBT SECURITIES

SECTION 14.01. Subordination Terms.............................................................61

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THIS INDENTURE, dated as of November 22, 2005, between THE STANLEY

WORKS, a Connecticut corporation (the "Company") and HSBC BANK USA, NATIONAL

ASSOCIATION, a national banking association, not in its individual capacity but

solely as trustee (the "Trustee"):

W I T N E S S E T H:

WHEREAS, for its lawful corporate purposes, the Company has duly

authorized the execution and delivery of this Indenture to provide for the

issuance of unsecured subordinated debt securities (hereinafter referred to as

the "Debt Securities"), in an unlimited aggregate principal amount to be issued

from time to time in one or more series as in this Indenture provided, as

registered Debt Securities without coupons, to be authenticated by the

certificate of the Trustee;

WHEREAS, to provide the terms and conditions upon which the Debt

Securities are to be authenticated, issued and delivered, the Company has duly

authorized the execution of this Indenture; and WHEREAS, all things necessary

to make this Indenture a valid agreement of the Company, in accordance with its

terms, have been done;

NOW, THEREFORE, in consideration of the premises and the purchase of

the Debt Securities by the holders thereof, it is mutually covenanted and

agreed as follows for the equal and ratable benefit of the holders of Debt

Securities:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions of Terms. The terms defined in this Section

(except as in this Indenture otherwise expressly provided or unless the context

otherwise requires) for all purposes of this Indenture and of any indenture

supplemental hereto shall have the respective meanings specified in this

Section and shall include the plural as well as the singular. All other terms

used in this Indenture that are defined in the Trust Indenture Act of 1939, as

amended, or that are by reference in such Act defined in the Securities Act of

1933, as amended (except as herein otherwise expressly provided or unless the

context otherwise 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

the execution of this instrument.

"Acceleration Event of Default" means, with respect to Debt Securities

of a particular series, any event specified in clauses (1) through (6) of

Section 6.01, continued for the period of time, if any, therein designated.

"Affiliate" of any specified Person means any other Person directly

or indirectly controlling or controlled by or under direct or indirect common

control with such specified Person. For the purposes of this definition,

"control" when used with respect to any specified Person means the power to

direct the management and policies of

<PAGE>

such Person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise; and the terms "controlling" and

"controlled" have meanings correlative to the foregoing.

"Authenticating Agent" means an authenticating agent with respect to

all or any of the series of Debt Securities appointed with respect to all or

such series of the Debt Securities by the Trustee pursuant to Section 2.10.

"Bankruptcy Law" means Title 11, United States Code, or any similar

federal or state law for the relief of debtors.

"Board of Directors" means the board of directors of the Company, or

any duly authorized committee of such board or any officer of the Company duly

authorized by the board of directors of the Company or a duly authorized

committee of that board to adopt resolutions pursuant to a resolution of the

board of directors of the Company.

"Board Resolution" means a copy of a resolution certified by the

Secretary or an Assistant Secretary of the Company to have been duly adopted by

the Board of Directors and to be in full force and effect on the date of such

certification; provided that any Board Resolution that is adopted by an officer

of the Company shall be accompanied by a copy of a resolution of either the

board of directors of the Company or a duly authorized committee of that board,

certified as aforesaid, authorizing such officer to take such action.

"Business Day" means a day other than (i) a Saturday or Sunday; and

(ii) a day on which banks in Wilmington, Delaware or New York, New York are

authorized or obligated by law or executive order to remain closed.

"Capital Trust" means a Delaware business trust formed by the Company

for the purpose of purchasing Debt Securities of the Company.

"Certificate" means a certificate signed by the principal executive

officer, the principal financial officer, the treasurer or the principal

accounting officer of the Company. The Certificate need not comply with the

provisions of Section 13.07.

"Commission" means the United States Securities and Exchange

Commission.

"Common Securities" means undivided beneficial interests in the assets

of a Capital Trust, other than Preferred Securities, and which rank pari passu

with Preferred Securities issued by such trust; provided, however, that upon

the occurrence of an Acceleration Event of Default, the rights of holders of

Common Securities to payment in respect of distributions and payments upon

liquidation, redemption and maturity are subordinated to the rights of holders

of Preferred Securities.

<PAGE>

"Company" means The Stanley Works, a corporation duly organized and

existing under the laws of the State of Connecticut, and, subject to the

provisions of Article X, shall also include its successors and assigns.

"Corporate Trust Office" means the office of the Trustee at which, at

any particular time, its corporate trust business shall be principally

administered, which office at the date hereof is located at 452 Fifth Avenue,

New York, New York 10018, Attention: Corporate Trust and Loan Agency.

"Covenant Event of Default" means, with respect to Debt Securities of

a particular series, any event specified in clause (7) of Section 6.01,

continued for the period of time therein designated.

"Custodian" means any receiver, trustee, assignee, liquidator, or

similar official under any Bankruptcy Law.

"Declaration" means, in respect of a Capital Trust, the amended and

restated declaration of trust of such Capital Trust or any other governing

instrument of such Trust.

"Debt Securities" means the Debt Securities authenticated and

delivered under this Indenture.

"Default" means any event, act or condition that with notice or lapse

of time, or both, would constitute an Event of Default.

"Defaulted Interest" has the meaning specified in Section 2.03.

"Depositary" means, with respect to Debt Securities of any series for

which the Company shall determine that such Debt Securities will be issued as a

Global Security, The Depository Trust Company, New York, New York, another

clearing agency, or any successor registered as a clearing agency under the

Exchange Act or other applicable statute or regulation, which, in each case,

shall be designated by the Company pursuant to either Section 2.01 or 2.11.

"Event of Default" means an Acceleration Event of Default or a

Covenant Event of Default.

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

"Global Security" means, with respect to any series of Debt

Securities, a Debt Security executed by the Company and delivered by the

Trustee to the Depositary or pursuant to the Depositary's instruction, all in

accordance with the Indenture, which shall be registered in the name of the

Depositary or its nominee.

<PAGE>

"Governmental Obligations" means securities that are (i) direct

obligations of the United States of America for the payment of which its full

faith and credit is pledged or (ii) obligations of a Person controlled or

supervised by and acting as an agency or instrumentality of the United States

of America, the payment of which is unconditionally guaranteed as a full faith

and credit obligation by the United States of America that, in either case, are

not callable or redeemable at the option of the issuer thereof, and shall also

include a depositary receipt issued by a bank (as defined in Section 3(a)(2) of

the Securities Act of 1933, as amended) as custodian with respect to any such

Governmental Obligation or a specific payment of principal of or interest on

any such Governmental Obligation held by such custodian for the account of the

holder of such depositary receipt; provided, however, that (except as required

by law) such custodian is not authorized to make any deduction from the amount

payable to the holder of such depositary receipt from any amount received by

the custodian in respect of the Governmental Obligation or the specific payment

of principal of or interest on the Governmental Obligation evidenced by such

depositary receipt.

"Gross-Up Payment" has the meaning provided in Section 10.03.

"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.

"Indenture" means this instrument as originally executed or as it may

from time to time be supplemented or amended by one or more indentures

supplemental hereto entered into in accordance with the terms hereof.

"Interest Payment Date", when used with respect to any installment of

interest on a Debt Security of a particular series, means the date specified in

such Debt Security or in a Board Resolution or in an indenture supplemental

hereto with respect to such series as the fixed date on which an installment of

interest with respect to Debt Securities of that series is due and payable.

"Junior Securities" means with respect to a series of Debt Securities

(i) any class or series of capital stock of the Company or warrants, options or

rights (including convertible securities) to acquire capital stock of the

Company or (ii) evidence of indebtedness or other obligations of the Company

that rank junior to such series of Debt Securities.

"Non-U.S. Merger" means any transaction or series of transactions

pursuant to which the Company, directly or indirectly, consolidates with,

merges into, sells, leases or conveys all or substantially all of its

properties or assets to, or reincorporates or reorganizes into, another

corporation that is not incorporated or otherwise organized under the laws of

the United States, any state thereof or the District of Columbia.

<PAGE>

"Officers' Certificate" means a certificate signed by the President or

a Vice President and by the Treasurer or an Assistant Treasurer or the

Controller or an Assistant Controller or the Secretary or an Assistant

Secretary of the Company that is delivered to the Trustee in accordance with

the terms hereof. Each such certificate shall include the statements provided

for in Section 13.07, if and to the extent required by the provisions thereof.

"Opinion of Counsel" means an opinion in writing of legal counsel, who

may be an employee of or counsel for the Company, that is delivered to the

Trustee in accordance with the terms hereof. Each such opinion shall include

the statements provided for in Section 13.07, if and to the extent required by

the provisions thereof.

"Outstanding", when used with reference to Debt Securities of any

series, means, subject to the provisions of Section 8.04, as of any particular

time, all Debt Securities of that series theretofore authenticated and

delivered by the Trustee under this Indenture, except (a) Debt Securities

theretofore canceled by the Trustee or any paying agent, or delivered to the

Trustee or any paying agent for cancellation or that have previously been

canceled; (b) Debt Securities or portions thereof for the payment or redemption

of which moneys or Governmental Obligations in the necessary amount shall have

been deposited in trust with the Trustee or with any paying agent (other than

the Company) or shall have been set aside and segregated in trust by the

Company (if the Company shall act as its own paying agent); provided, however,

that if such Debt Securities or portions of such Debt Securities are to be

redeemed prior to the maturity thereof, notice of such redemption shall have

been given as in Article III provided, or provision satisfactory to the Trustee

shall have been made for giving such notice, (c) Debt Securities in lieu of or

in substitution for which other Debt Securities shall have been authenticated

and delivered pursuant to the terms of Section 2.07; and (d) Debt Securities,

except to the extent provided in Sections 11.02 and 11.03, with respect to

which the Company has effected defeasance and/or covenant defeasance as

provided in Article XI.

"Person" means any individual, corporation, partnership, limited

liability company, joint venture, joint-stock company, unincorporated

organization or government or any agency or political subdivision thereof.

"Predecessor Security" of any particular Debt Security means every

previous Debt Security evidencing all or a portion of the same debt and

guarantee as that evidenced by such particular Debt Security; and, for the

purposes of this definition, any Debt Security authenticated and delivered

under Section 2.07 in lieu of a lost, destroyed or stolen Debt Security shall

be deemed to evidence the same debt as the lost, destroyed or stolen Debt

Security.

"Preferred Securities" means undivided beneficial interests in the

assets of Capital Trust, other than Common Securities, and which rank pari

passu with Common Securities issued by such trust; provided, however,

that upon the occurrence of an

<PAGE>

Acceleration Event of Default, the rights of holders of Common Securities to

payment in respect of distributions and payments upon liquidation, redemption

and otherwise are subordinated to the rights of holders of Preferred

Securities.

"Preferred Securities Guarantee" means any guarantee that the Company

may enter into with a Capital Trust or other Persons that operate directly or

indirectly for the benefit of holders of Preferred Securities of such trust.

"Property Trustee" means the entity performing the functions of the

Property Trustee of a Capital Trust under the applicable Declaration of such

Capital Trust.

"Responsible Officer," when used with respect to the Trustee, means

any officer of the Trustee having direct responsibility for the administration

of this Indenture, or any such officer to whom any corporate trust matter is

referred because of his or her knowledge of and familiarity with the particular

subject.

"Securityholder", "Holder", "holder of Debt Securities", "registered

holder", or other similar term, means the Person or Persons in whose name or

names a particular Debt Security shall be registered on the books of the

Company kept for that purpose in accordance with the terms of this Indenture.

"Security Register" and "Security Registrar" have the respective

meanings set forth in Section 2.05.

"Subsidiary" means, with respect to any Person, (i) any corporation at

least a majority of whose outstanding Voting Stock shall at the time be owned,

directly or indirectly, by such Person or by one or more of its Subsidiaries or

by such Person and one or more of its Subsidiaries, (ii) any general

partnership, joint venture or similar entity, at least a majority of whose

outstanding partnership or similar interests shall at the time be owned by such

Person, or by one or more of its Subsidiaries, or by such Person and one or

more of its Subsidiaries and (iii) any limited partnership of which such Person

or any of its Subsidiaries is a general partner.

"Trustee" means HSBC Bank USA, National Association, not in its

individual capacity, and, subject to the provisions of Article VII, shall also

include its successors and assigns, and, if at any time there is more than one

Person acting in such capacity hereunder, "Trustee" shall mean each such

Person. The term "Trustee," as used with respect to a particular series of Debt

Securities, shall mean the trustee with respect to that series.

"Trust Indenture Act" means the Trust Indenture Act of 1939 as in

force at the date as of which this instrument was executed; provided, however,

that in the event the Trust Indenture Act of 1939 is amended after such date,

"Trust Indenture Act" means, to the extent required by any such amendment, the

Trust Indenture Act of 1939 as so amended.

<PAGE>

"Trust Securities" means Common Securities and Preferred Securities.

"Voting Stock", as applied to stock of any Person, means shares,

interests, participations or other equivalents in the equity interest (however

designated) in such Person having ordinary voting power for the election of a

majority of the directors (or the equivalent) of such Person, other than

shares, interests, participations or other equivalents having such power only

by reason of the occurrence of a contingency.

<PAGE>

ARTICLE II

ISSUE, DESCRIPTION, TERMS, EXECUTION,

REGISTRATION AND EXCHANGE OF DEBT SECURITIES

SECTION 2.01. Designation and Terms of Debt Securities. The aggregate

principal amount of Debt Securities that may be authenticated and delivered

under this Indenture is unlimited. The Debt Securities may be issued in one or

more series up to the aggregate principal amount of Debt Securities of that

series from time to time authorized by or pursuant to a Board Resolution of the

Company or, pursuant to one or more indentures supplemental hereto. Prior to

the initial issuance of Debt Securities of any series, there shall be

established in or pursuant to a Board Resolution of the Company, and set forth

in an Officers' Certificate of the Company, or established in one or more

indentures supplemental hereto:

(1) the title of the series of Debt Security (which shall distinguish

the Debt Securities of that series from all other series of Debt

Securities);

(2) any limit upon the aggregate principal amount of the Debt

Securities of that series that may be authenticated and delivered under

this Indenture (except for Debt Securities authenticated and delivered

upon registration of transfer of, or in exchange for, or in lieu of, other

Debt Securities of that series);

(3) the date or dates on which the principal of the Debt Securities of

that series is payable;

(4) the rate or rates at which the Debt Securities of that series

shall bear interest or the manner of calculation of such rate or rates, if

any;

(5) the date or dates from which such interest shall 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 date

for the determination of holders to whom interest is payable on any such

Interest Payment Dates;

(6) the right, if any, to extend the interest payment periods and the

duration of such extension;

(7) the period or periods within which, the price or prices at which,

and the terms and conditions upon which, Debt Securities of that series

may be redeemed, in whole or in part, at the option of the Company;

(8) the obligation, if any, of the Company to redeem or purchase Debt

Securities of that series pursuant to any sinking fund or analogous

provisions (including payments made in cash in participation of future

sinking fund obligations) or at the option of a holder thereof and the

period or periods within

<PAGE>

which, the price or prices at which, and the terms and conditions

upon which, Debt Securities of that series shall be redeemed or

purchased, in whole or in part, pursuant to such obligation;

(9) the subordination terms of the Debt Securities of that series;

(10) the form of the Debt Securities of that series, including the

form of the Certificate of Authentication for such series;

(11) if other than denominations of one thousand U.S. dollars ($1,000)

or any integral multiple thereof, the denominations in which the Debt

Securities of that series shall be issuable;

(12) whether and under what circumstances the Company will pay

additional amounts on the Debt Securities of the series to any holder or

any type of holder of a Debt Security or Trust Security in respect of any

tax, assessment or governmental charge and, if so, whether the Company

will have the option to redeem such Debt Securities rather than pay such

additional amounts (and the terms of any such option);

(13) any and all other terms with respect to such series (which terms

shall not be inconsistent with the terms of this Indenture), including any

terms which may be required by or advisable under United States laws or

regulations or advisable in connection with the marketing of Debt

Securities of that series;

(14) whether the Debt Securities are issuable as a Global Security

and, in such case, the identity of the Depositary for such series; and

(15) if applicable, (i) that the Debt Securities of the series, in

whole or any specified part, shall be defeasible pursuant to Section 11.02

or Section 11.03 or both such Sections, (ii) the obligations from which

the Company shall be released in the event of any such defeasance, and

(iii) if other than by a Board Resolution, the manner in which any

election by the Company to defease such Debt Securities shall be

evidenced.

All Debt Securities of any one series shall be substantially identical

except as to denomination and except as may otherwise be provided in or

pursuant to any such Board Resolution or in any indentures supplemental hereto.

If any of the terms of a series are established by action taken

pursuant to a Board Resolution of the Company, a copy of an appropriate record

of such action shall be certified by the Secretary or an Assistant Secretary of

the Company and delivered to the Trustee at or prior to the delivery of the

Officers' Certificate of the Company setting forth the terms of such series.

SECTION 2.02. Form of Debt Securities and Trustee's Certificate. The

Debt Securities of any series and the Trustee's certificate of authentication

to be borne by

<PAGE>

such Debt Securities shall be substantially of the tenor and purport as set

forth in one or more indentures supplemental hereto or as provided in a Board

Resolution of the Company and as set forth in an Officers' Certificate of the

Company, and may have such letters, numbers or other marks of identification or

designation and such legends or endorsements printed, lithographed or engraved

thereon as the Company may deem appropriate and as are not inconsistent with

the provisions of this Indenture, or as may be required to comply with any law

or with any rule or regulation made pursuant thereto or with any rule or

regulation of any stock exchange on which Debt Securities of that series may be

listed, or to conform to usage.

SECTION 2.03. Denominations; Provisions for Payment. The Debt

Securities shall be issuable as registered Debt Securities and in the

denominations of one thousand U.S. dollars ($1,000) or any integral multiple

thereof, subject to Section 2.01(11). The Debt Securities of a particular

series shall bear interest payable on the dates and at the rate specified with

respect to that series. The principal of and the interest on the Debt

Securities of any series, as well as any premium thereon in case of redemption

thereof prior to maturity, shall be payable in the coin or currency of the

United States of America that at the time is legal tender for public and

private debt, at the office or agency of the Company maintained for that

purpose in the Borough of Manhattan, the City and State of New York. Each Debt

Security shall be dated the date of its authentication. Subject to Section

2.01(4), interest on the Debt Securities shall be computed on the basis of a

360-day year composed of twelve 30-day months.

The interest installment on any Debt Security that is payable, and is

punctually paid or duly provided for, on any Interest Payment Date for Debt

Securities of that series shall be paid to the Person in whose name said Debt

Security (or one or more Predecessor Debt Securities) is registered at the

close of business on the regular record date for such interest installment. In

the event that any Debt Security of a particular series or portion thereof is

called for redemption and the redemption date is subsequent to a regular record

date with respect to any Interest Payment Date and prior to such Interest

Payment Date, interest on such Debt Security will be paid upon presentation and

surrender of such Debt Security as provided in Section 3.03.

Any interest on any Debt Security that is payable, but is not

punctually paid or duly provided for, on any Interest Payment Date for Debt

Securities of that series (herein called "Defaulted Interest") shall forthwith

cease to be payable to the registered holder on the relevant regular record

date by virtue of having been such holder; and such Defaulted Interest shall be

paid by the Company, at its election, as provided in clause (1) or clause (2)

below:

(1) The Company may make payment of any Defaulted Interest on Debt

Securities to the Persons in whose names such Debt Securities (or their

respective Predecessor Debt Securities) are registered at the close of

business on a special record date for the payment of such Defaulted

Interest, which shall be fixed in the following manner: the Company shall

notify the Trustee in writing of

<PAGE>

the amount of Defaulted Interest proposed to be paid on each such Debt

Security and the date of the proposed payment, and at the same time the

Company shall deposit with the Trustee an amount of money equal to the

aggregate amount proposed to be paid in respect of such Defaulted Interest

or shall make arrangements satisfactory to the Trustee for such deposit

prior to the date of the proposed payment, such money when deposited to be

held in trust for the benefit of the Persons entitled to such Defaulted

Interest as in this clause provided. Thereupon the Trustee shall fix a

special record date for the payment of such Defaulted Interest which shall

not be more than 15 nor less than 10 days prior to the date of the

proposed payment and not less than 10 days after the receipt by the

Trustee of the notice of the proposed payment. The Trustee shall promptly

notify the Company of such special record date and, in the name and at the

expense of the Company, shall cause notice of the proposed payment of such

Defaulted Interest and the special record date therefor to be mailed,

first class postage prepaid, to each Securityholder at his or her address

as it appears in the Security Register (as hereinafter defined), not less

than 10 days prior to such special record date. Notice of the proposed

payment of such Defaulted Interest and the special record date therefor

having been mailed as aforesaid, such Defaulted Interest shall be paid to

the Persons in whose names such Debt Securities (or their respective

Predecessor Debt Securities) are registered on such special record date

and shall be no longer payable pursuant to the following clause (2).

(2) The Company may make payment of any Defaulted Interest on any Debt

Securities in any other lawful manner not inconsistent with the

requirements of any securities exchange on which such Debt Securities may

be listed, and upon such notice as may be required by such exchange, if,

after notice given by the Company to the Trustees of the proposed payment

pursuant to this clause, such manner of payment shall be deemed

practicable by the Trustee.

Unless otherwise set forth in a Board Resolution of the Company or one

or more indentures supplemental hereto establishing the terms of any series of

Debt Securities pursuant to Section 2.01 hereof, the term "regular record date"

as used in this Section with respect to a series of Debt Securities with

respect to any Interest Payment Date for such series shall mean either the

fifteenth day of the month immediately preceding the month in which an Interest

Payment Date established for such series pursuant to Section 2.01 hereof shall

occur, if such Interest Payment Date is the first day of a month, or the last

day of the month immediately preceding the month in which an Interest Payment

Date established for such series pursuant to Section 2.01 hereof shall occur,

if such Interest Payment Date is the fifteenth day of a month, whether or not

such date is a Business Day.

Subject to the foregoing provisions of this Section, each Debt

Security of a series delivered under this Indenture upon transfer of or in

exchange for or in lieu of any other Debt Security of such series shall carry

the rights to interest accrued and unpaid, and to accrue, that were carried by

such other Debt Security.

<PAGE>

SECTION 2.04. Execution and Authentication. The Debt Securities shall

be signed on behalf of the Company by its President or one of its Vice

Presidents, under its corporate seal attested by its Secretary or one of its

Assistant Secretaries. Signatures may be in the form of a manual or facsimile

signature. The Company may use the facsimile signature of any Person who shall

have been a President or Vice President thereof, or of any Person who shall

have been a Secretary or Assistant Secretary thereof, notwithstanding the fact

that at the time the Debt Securities shall be authenticated and delivered or

disposed of such Person shall have ceased to be the President or a Vice

President, or the Secretary or an Assistant Secretary, of the Company. The seal

of the Company may be in the form of a facsimile of such seal and may be

impressed, affixed, imprinted or otherwise reproduced on the Debt Securities.

The Debt Securities may contain such notations, legends or endorsements

required by law, stock exchange rule or usage. Each Debt Security shall be

dated the date of its authentication by the Trustee.

A Debt Security shall not be valid until authenticated manually by an

authorized signatory of the Trustee, or by an Authenticating Agent. Such

signature shall be conclusive evidence that the Debt Security so authenticated

has been duly authenticated and delivered hereunder and that the holder is

entitled to the benefits of this Indenture.

At any time and from time to time after the execution and delivery of

this Indenture, the Company may deliver Debt Securities of any series executed

by the Company to the Trustee for authentication, together with a written order

of the Company for the authentication and delivery of such Debt Securities,

signed by its President or any Vice President and its Treasurer or any

Assistant Treasurer, and the Trustee in accordance with such written order

shall authenticate and deliver such Debt Securities.

In authenticating such Debt Securities and accepting the additional

responsibilities under this Indenture in relation to such Debt Securities, the

Trustee shall be entitled to receive, and (subject to Section 7.01) shall be

fully protected in relying upon, an Opinion of Counsel stating that the form

and terms thereof have been established in conformity with the provisions of

this Indenture.

The Trustee shall not be required to authenticate such Debt Securities

if the issue of such Debt Securities pursuant to this Indenture will affect the

Trustee's own rights, duties or immunities under the Debt Securities and this

Indenture or otherwise in a manner that is not reasonable acceptable to the

Trustee.

SECTION 2.05. Registration of Transfer and Exchange. (a) Debt

Securities of any series may be exchanged upon presentation thereof at the

office or agency of the Company designated for such purpose in the Borough of

Manhattan, the City and State of New York, for other Debt Securities of such

series of authorized denominations, and for a like aggregate principal amount,

upon payment of a sum sufficient to cover any tax or other governmental charge

in relation thereto, all as provided in this Section. In respect of any Debt

Securities so surrendered for exchange,

<PAGE>

the Company shall execute, the Trustee shall authenticate and such office or

agency shall deliver in exchange therefor the Debt Security or Debt Securities

of the same series that the Securityholder making the exchange shall be

entitled to receive, bearing numbers not contemporaneously outstanding.

(b) The Company shall keep, or cause to be kept, at its office or

agency designated for such purpose in the Borough of Manhattan, the City and

State of New York, or such other location designated by the Company a register

or registers (herein referred to as the "Security Register") in which, subject

to such reasonable regulations as it may prescribe, the Company shall register

the Debt Securities and the transfers of Debt Securities as in this Article

provided and which at all reasonable times shall be open for inspection by the

Trustee. The registrar for the purpose of registering Debt Securities and

transfer of Debt Securities as herein provided shall be appointed as authorized

by Board Resolution (the "Security Registrar").

Upon surrender for registration of transfer of any Debt Security at

the office or agency of the Company designated for such purpose in the Borough

of Manhattan, the City and State of New York, the Company shall execute, the

Trustee shall authenticate and such office or agency shall deliver in the name

of the transferee or transferees a new Debt Security or Debt Securities of the

same series as the Debt Security presented for a like aggregate principal

amount.

All Debt Securities presented or surrendered for exchange or

registration of transfer, as provided in this Section, shall be accompanied (if

so required by the Company or the Security Registrar) by a written instrument

or instruments of transfer, in form satisfactory to the Company or the Security

Registrar, duly executed by the registered holder or by such holder's duly

authorized attorney in writing.

of transfer of Debt Securities, or issue of new Debt Securities in case of

partial redemption of any series, but the Company or the Trustee may require

payment of a sum sufficient to cover any tax or other governmental charge in

relation thereto, other than exchanges pursuant to Section 2.06, Section

3.03(b) and Section 9.04 not involving any transfer.

(d) The Company shall not be required (i) to issue, exchange or

opening of business 15 days before the day of the mailing of a notice of

redemption of less than all the Outstanding Debt Securities of the same series

and ending at the close of business on the day of such mailing, nor (ii) to

portions thereof called for redemption. The provisions of this Section 2.05

are, with respect to any Global Security, subject to Section 2.11 hereof.

SECTION 2.06. Temporary Securities. Pending the preparation of

definitive Debt Securities of any series, the Company may execute, and the

Trustee shall authenticate and deliver, temporary Debt Securities (printed,

lithographed or typewritten)

<PAGE>

of any authorized denomination. Such temporary Debt Securities shall be

substantially in the form of the definitive Debt Securities in lieu of which

they are issued, but with such omissions, insertions and variations as may be

appropriate for temporary Debt Securities, all as may be determined by the

Company. Every temporary Debt Security of any series shall be executed by the

Company and be authenticated by the Trustee upon the same conditions and in

substantially the same manner, and with like effect, as the definitive Debt

Securities of such series. Without unnecessary delay the Company will execute

and will furnish definitive Debt Securities of such series and thereupon any or

all temporary Debt Securities of such series may be surrendered in exchange

therefor (without charge to the holders), at the office or agency of the

Company designated for the purpose in the Borough of Manhattan, the City and

State of New York, and the Trustee shall authenticate and such office or agency

shall deliver in exchange for such temporary Debt Securities an equal aggregate

principal amount of definitive Debt Securities of such series, unless the

Company advises the Trustee to the effect that definitive Debt Securities need

not be executed and furnished until further notice from the Company. Until so

exchanged, the temporary Debt Securities of such series shall be entitled to

the same benefits under this Indenture as definitive Debt Securities of such

series authenticated and delivered hereunder.

SECTION 2.07. Mutilated, Destroyed, Lost or Stolen Debt Securities. In

case any temporary or definitive Debt Security shall become mutilated or be

destroyed, lost or stolen, the Company (subject to the next succeeding

sentence) shall execute, and upon the Company's request the Trustee (subject as

aforesaid) shall authenticate and deliver, a new Debt Security of the same

series, bearing a number not contemporaneously outstanding, in exchange and

substitution for the mutilated Debt Security, or in lieu of and in substitution

for the Debt Security so destroyed, lost or stolen. In every case the applicant

for a substituted Debt Security shall furnish to the Company and the Trustee

such security or indemnity as may be required by them to save each of them

harmless, and, in every case of destruction, loss or theft, the applicant shall

also furnish to the Company and the Trustee evidence to their satisfaction of

the destruction, loss or theft of the applicant's Debt Security and of the

ownership thereof. The Trustee may authenticate any such substituted Debt

Security and deliver the same upon the written request or authorization of any

officer of the Company. Upon the issuance of any substituted Debt Security, the

Company may require the payment of a sum sufficient to cover any tax or other

governmental charge that may be imposed in relation thereto and any other

expenses (including the fees and expenses of the Trustee) connected therewith.

In case any Debt Security that has matured or is about to mature shall become

mutilated or be destroyed, lost or stolen, the Company may, instead of issuing

a substitute Debt Security, pay or authorize the payment of the same (without

surrender thereof except in the case of a mutilated Debt Security) if the

applicant for such payment shall furnish to the Company and the Trustee such

security or indemnity as they may require to save them harmless, and, in case

of destruction, loss or theft, evidence to the satisfaction of the Company and

the Trustee of the destruction, loss or theft of such Debt Security and of the

ownership thereof.

<PAGE>

Every replacement Debt Security issued pursuant to the provisions of

this Section shall constitute an additional contractual obligation of the

Company, whether or not the mutilated, destroyed, lost or stolen Debt Security

shall be found at any time, or be enforceable by anyone, and shall be entitled

to all the benefits of this Indenture equally and proportionately with any and

all other Debt Securities of the same series duly issued hereunder. All Debt

Securities shall be held and owned upon the express condition that the

foregoing provisions are exclusive with respect to the replacement or payment

of mutilated, destroyed, lost or stolen Debt Securities, and shall preclude (to

the extent lawful) 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 2.08. Cancellation. All Debt Securities surrendered for the

purpose of payment, redemption, exchange or registration of transfer shall, if

surrendered to the Company or any paying agent, be delivered to the Trustee for

cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and

no Debt Securities shall be issued in lieu thereof except as expressly required

or permitted by any of the provisions of this Indenture. On written request of

the Company at the time of such surrender, the Trustee shall deliver to the

Company canceled Debt Securities held by the Trustee. In the absence of such

request the Trustee may dispose of canceled Debt Securities in accordance with

its standard procedures and the Trustee shall maintain a written record of such

disposal. If the Company shall otherwise acquire any of the Debt Securities,

however, such acquisition shall not operate as a redemption or satisfaction of

the indebtedness represented by such Debt Securities unless and until the same

are delivered to the Trustee for cancellation.

SECTION 2.09. Benefits of Indenture. Nothing in this Indenture or in

the Debt Securities, express or implied, shall give or be construed to give to

any Person, other than the parties hereto and the holders of the Debt

Securities (and, with respect to the provisions of Article XIV, the holders of

Senior Indebtedness) any legal or equitable right, remedy or claim under or in

respect of this Indenture, or under any covenant, condition or provision herein

contained; all such covenants, conditions and provisions being for the sole

benefit of the parties hereto and of the holders of the Debt Securities (and,

with respect to the provisions of Article XIV, the holders of Senior

Indebtedness).

SECTION 2.10. Authenticating Agent. So long as any of the Debt

Securities of any series remain Outstanding, there may be an Authenticating

Agent for any or all such series of Debt Securities which the Trustee shall

have the right to appoint. Said Authenticating Agent shall be authorized to

act on behalf of the Trustee to authenticate Debt Securities of such series

issued upon exchange, transfer or partial redemption thereof, and Debt

Securities so authenticated shall be entitled to the benefits of this

Indenture and shall be valid and obligatory for all purposes as if

authenticated by the Trustee hereunder. All references in this Indenture to

the authentication of Debt Securities by the Trustee shall be deemed to

include authentication by an Authenticating Agent for such series. Each

Authenticating Agent shall be acceptable to the Company

<PAGE>

and shall be a corporation that has a combined capital and surplus, as most

recently reported or determined by it, sufficient under the laws of any

jurisdiction under which it is organized or in which it is doing business to

conduct a trust business, and that is otherwise authorized under such laws to

conduct such business and is subject to supervision or examination by federal

or state authorities. If at any time any Authenticating Agent shall cease to be

eligible in accordance with these provisions, it shall resign immediately.

Any Authenticating Agent may at any time resign by giving written

notice of resignation to the Trustee and to the Company. The Trustee may at any

time (and upon request by the Company shall) terminate the agency of any

Authenticating Agent by giving written notice of termination to such

Authenticating Agent and to the Company. Upon resignation, termination or

cessation of eligibility of any Authenticating Agent, the Trustee may appoint

an eligible successor Authenticating Agent acceptable to the Company. Any

successor Authenticating Agent, upon acceptance of its appointment hereunder,

shall become vested with all the rights, powers and duties of its predecessor

hereunder as if originally named as an Authenticating Agent pursuant hereto.

The Trustee shall have the right to decline to authenticate and

deliver any Debt Securities under this Section if the Trustee in good faith by

its board of directors or board of trustee, 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

of Debt Securities.

SECTION 2.11. Global Securities. (a) If the Company shall establish

pursuant to Section 2.01 that the Debt Securities of a particular series are to

be issued as a Global Security or Securities, then the Company shall execute

and the Trustee shall, in accordance with Section 2.04, authenticate and

deliver, a Global Security that (i) shall represent, and shall be denominated

in an amount equal to the aggregate principal amount of, all of the Outstanding

Debt Securities of such series, (ii) shall be registered in the name of the

Depositary or its nominee, (iii) shall be delivered by the Trustee to the

Depositary or pursuant to the Depositary's instruction and (iv) shall bear a

legend substantially to the following effect: "Except as otherwise provided in

Section 2.11 of the Indenture, this Debt Security may be transferred, in whole

but not in part, only to another nominee of the Depositary or to a successor

Depositary or to a nominee of such successor Depositary."

(b) Notwithstanding the provisions of Section 2.05, the Global

Security or Securities of a series may be transferred, in whole but not in part

and in the manner provided in Section 2.05, only to another nominee of the

Depositary for such series, or to a successor Depositary for such series

selected or approved by the Company or to a nominee of such successor

Depositary.

notifies the Company that it is unwilling or unable to continue as Depositary

for such series or if at any time the Depositary for such

<PAGE>

series shall no longer be registered or in good standing under the Exchange

Act, or other applicable statute or regulation, at a time when the Depositary

is required to be so registered to act as such Depositary and a successor

Depositary for such series is not appointed by the Company within 90 days after

the Company receives such notice or becomes aware of such condition, as the

case may be, this Section 2.11 shall no longer be applicable to the Debt

Securities of such series and the Company will execute, and subject to Section

2.05, the Trustee will authenticate and deliver the Debt Securities of such

series in definitive registered form without coupons, in authorized

denominations, and in an aggregate principal amount equal to the principal

amount of the Global Security or Securities of such series in exchange for such

Global Security or Securities. In addition, the Company may at any time

determine that the Debt Securities of any series shall no longer be represented

by a Global Security or Securities and that the provisions of this Section 2.11

shall no longer apply to the Debt Securities of such series. In such event, the

Company will execute and subject to Section 2.05, the Trustee, upon receipt of

an Officers' Certificate evidencing such determination by the Company, will

authenticate and deliver the Debt Securities of such series in definitive

registered form without coupons, in authorized denominations, and in an

aggregate principal amount equal to the principal amount of the Global Security

or Securities of such series in exchange for such Global Security or

Securities. Upon the exchange of the Global Security or Securities for such

Debt Securities in definitive registered form without coupons, in authorized

denominations, the Global Security or Securities shall be canceled by the

Trustee. Such Debt Securities in definitive registered form issued in exchange

for the Global Security or Securities pursuant to this Section 2.11(c) shall be

registered in such names and in such authorized denominations as the

Depositary, pursuant to instructions from its direct or indirect participants

or otherwise, shall instruct the Trustee. The Trustee shall deliver such Debt

Securities to the Depositary for delivery to the Persons in whose names such

Debt Securities are so registered.

<PAGE>

ARTICLE III

REDEMPTION OF DEBT SECURITIES AND SINKING FUND PROVISIONS

SECTION 3.01. Redemption. The Company may redeem the Debt Securities

of any series issued hereunder on and after the dates and in accordance with

the terms established for such series pursuant to Section 2.01 hereof.

SECTION 3.02. Notice of Redemption. (a) In case the Company shall

desire to exercise such right to redeem all or, as the case may be, a portion

of the Debt Securities of any series in accordance with the right reserved so

to do, the Company shall, or shall cause the Trustee to, give notice of such

redemption to holders of the Debt Securities of such series to be redeemed by

mailing, first class postage prepaid, a notice of such redemption not less than

30 days and not more than 60 days before the date fixed for redemption of that

series to such holders at their last addresses as they shall appear upon the

Security Register unless a shorter period is specified in the Debt Securities

to be redeemed. Any notice that is mailed in the manner herein provided shall

be conclusively presumed to have been duly given, whether or not the registered

holder receives the notice. In any case, failure duly to give such notice to

the holder of any Debt Security of any series designated for redemption in

whole or in part, or any defect in the notice, shall not affect the validity of

the proceedings for the redemption of any other Debt Securities of such series

or any other series. In the case of any redemption of Debt Securities prior to

the expiration of any restriction on such redemption provided in the terms of

such Debt Securities or elsewhere in this Indenture, the Company shall furnish

the Trustee with an Officers' Certificate evidencing compliance with any such

restriction.

Each such notice of redemption shall specify the date fixed for

redemption and the redemption price at which Debt Securities of that series are

to be redeemed, and shall state that payment of the redemption price of such

Debt Securities to be redeemed will be made at the office or agency of the

Company in the Borough of Manhattan, the City and State of New York, upon

presentation and surrender of such Debt Securities, that interest accrued to

the date fixed for redemption will be paid as specified in said notice, that

from and after said date interest will cease to accrue and that the redemption

is for a sinking fund, if such is the case. If less than all the Debt

Securities of a series are to be redeemed, the notice to the holders of Debt

Securities of that series to be redeemed in whole or in part shall specify the

particular Debt Securities to be so redeemed. In case any Debt Security is to

be redeemed in part only, the notice that relates to such Debt Security shall

state the portion of the principal amount thereof to be redeemed, and shall

state that on and after the redemption date, upon surrender of such Debt

Security, a new Debt Security or Debt Securities of such series in principal

amount equal to the unredeemed portion thereof will be issued.

(b) If less than all the Debt Securities of a series are to be

redeemed, the Company shall give the Trustee at least 45 days' notice in

advance of the date fixed for redemption as to the aggregate principal amount

of Debt Securities of the series to be redeemed, and thereupon the Trustee

shall select, by lot or in such other manner as it

<PAGE>

shall deem appropriate and fair in its discretion and that may provide for the

selection of a portion or portions (equal to one thousand U.S. dollars ($1,000)

or any integral multiple thereof) of the principal amount of such Debt

Securities of a denomination larger than $1,000, the Debt Securities to be

redeemed and shall thereafter promptly notify the Company in writing of the

numbers of the Debt Securities to be redeemed, in whole or in part.

The Company may, if and whenever it shall so elect, by delivery of

instructions signed on its behalf by its President or any Vice President,

instruct the Trustee or any paying agent to call all or any part of the Debt

Securities of a particular series for redemption and to give notice of

redemption in the manner set forth in this Section, such notice to be in the

name of the Company or its own name as the Trustee or such paying agent may

deem advisable. In any case in which notice of redemption is to be given by the

Trustee or any such paying agent, the Company shall deliver or cause to be

delivered to, or permit to remain with, the Trustee or such paying agent, as

the case may be, such Security Register, transfer books or other records, or

suitable copies or extracts therefrom, sufficient to enable the Trustee or such

paying agent to give any notice by mail that may be required under the

provisions of this Section.

SECTION 3.03. Payment Upon Redemption. (a) If the giving of notice of

redemption shall have been completed as above provided, the Debt Securities or

portions of Debt Securities of the series to be redeemed 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 interest on such Debt Securities or portions

of Debt Securities shall cease to accrue on and after the date fixed for

redemption, unless the Company shall default in the payment of such redemption

price and accrued interest with respect to any such Debt Security or portion

thereof. On presentation and surrender of such Debt Securities on or after the

date fixed for redemption at the place of payment specified in the notice, said

Debt Securities shall be paid and redeemed at the applicable redemption price

for such series, together with interest accrued thereon to the date fixed for

redemption (but if the date fixed for redemption is an interest payment date,

the interest installment payable on such date shall be payable to the

registered holder at the close of business on the applicable record date

pursuant to Section 2.03).

(b) Upon presentation of any Debt Security of such series that is to

be redeemed in part only, the Company shall execute and the Trustee shall

authenticate and the office or agency where the Debt Security is presented

shall deliver to the holder thereof, at the expense of the Company, a new Debt

Security or Debt Securities of the same series, of authorized denominations in

principal amount equal to the unredeemed portion of the Debt Security so

presented.

SECTION 3.04. Sinking Fund. The provisions of Sections 3.04, 3.05

and 3.06 shall be applicable to any sinking fund for the retirement of

Debt Securities of a

<PAGE>

series, except as otherwise specified as contemplated by Section 2.01 for Debt

Securities of such series.

The minimum amount of any sinking fund payment provided for by the

terms of Debt 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 Debt Securities of any series is herein referred

to as an "optional sinking fund payment". If provided for by the terms of Debt

Securities of any series, the cash amount of any sinking fund payment may be

subject to reduction as provided in Section 3.05. Each sinking fund payment

shall be applied to the redemption of Debt Securities of any series as provided

for by the terms of Debt Securities of such series.

SECTION 3.05. Satisfaction of Sinking Fund Payments with Debt

Securities. The Company (i) may deliver Outstanding Debt Securities of a series

(other than any Debt Securities previously called for redemption) and (ii) may

apply as a credit Debt Securities of a series that have been redeemed either at

the election of the Company pursuant to the terms of such Debt Securities or

through the application of permitted optional sinking fund payments pursuant to

the terms of such Debt Securities, in each case in satisfaction of all or any

part of any sinking fund payment with respect to the Debt Securities of such

series required to be made pursuant to the terms of such Debt Securities as

provided for by the terms of such series, provided that such Debt Securities

have not been previously so credited. Such Debt Securities shall be received

and credited for such purpose by the Trustee at the redemption price specified

in such Debt Securities for redemption through operation of the sinking fund

and the amount of such sinking fund payment shall be reduced accordingly.

SECTION 3.06. Redemption of Debt Securities for Sinking Fund. Not less

than 45 days prior to each sinking fund payment date for any series of Debt

Securities, the Company will deliver to the Trustee an Officers' Certificate

specifying the amount of the next ensuing sinking fund payment for that series

pursuant to the terms of the series, the portion thereof, if any, that is to be

satisfied by delivering and crediting Debt Securities of that series pursuant

to Section 3.05 and the basis for such credit and will, together with such

Officers' Certificate, deliver to the Trustee any Debt Securities to be so

delivered. Not less than 30 days before each such sinking fund payment date,

the Trustee shall select the Debt Securities to be redeemed upon such sinking

fund payment date in the manner specified in Section 3.02 and cause notice of

the redemption thereof to be given in the name of and at the expense of the

Company in the manner provided in Section 3.02. Such notice having been duly

given, the redemption of such Debt Securities shall be made upon the terms and

in the manner stated in Section 3.03.

<PAGE>

ARTICLE IV

COVENANTS OF THE COMPANY

SECTION 4.01. Payment of Principal, Premium and Interest. The Company

will duly and punctually pay or cause to be paid the principal of (and premium,

if any) and interest on the Debt Securities of that series at the time and

place and in the manner provided herein and established with respect to such

Debt Securities.

SECTION 4.02. Maintenance of Office or Agency. So long as any series

of the Debt Securities remain Outstanding, the Company agrees to maintain an

office or agency in the Borough of Manhattan, the City and State of New York,

with respect to each such series and at such other location or locations as may

be designated as provided in this Section 4.02, where (i) Debt Securities of

that series may be presented for payment, (ii) Debt Securities of that series

may be presented as hereinabove authorized for registration of transfer and

exchange, and (iii) notices and demands to or upon the Company in respect of

the Debt Securities of that series and this Indenture may be given or served,

such designation to continue with respect to such office or agency until the

Company shall, by written notice signed by its President or a Vice President

and delivered to the trustee, designate some other office or agency for such

purposes or any of them. If at any time the Company shall fail to maintain any

such required office or agency or shall fail to furnish the Trustee with the

address thereof, such presentations, notices and demands may be made or served

at the Corporate Trust Office of the Trustee, and the Company hereby appoints

the Trustee as its agent to receive all such presentations, notices and

demands.

SECTION 4.03. Paying Agents. (a) If the Company shall appoint one or

more paying agents for all or any series of the Debt Securities, other than the

Trustee, the Company will cause each 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:

(1) that it will hold all sums held by it as suc

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