AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 23, 1994

REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

SNAP-ON INCORPORATED
(Exact name of registrant as specified in its charter)

DELAWARE                                       39-0622040
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                       Identification No.)

2801-80TH STREET
KENOSHA, WISCONSIN 53141-1410
(414) 656-5200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

SUSAN F. MARRINAN
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
SNAP-ON INCORPORATED
2801-80TH STREET
KENOSHA, WISCONSIN 53141-1410
(414) 656-5200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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

COPY TO:

Theodore W. Grippo                  William R. Kunkel
Grippo & Elden                  Skadden, Arps, Slate,
227 West Monroe Street                  Meagher & Flom
Suite 3600                    333 West Wacker Drive
Chicago, Illinois 60606             Chicago, Illinois 60606
(312) 704-7700                      (312) 407-0820

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

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT AS DETERMINED IN
LIGHT OF MARKET CONDITIONS.
------------------------

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

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

CALCULATION OF REGISTRATION FEE

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

Debt Securities.................
Warrants to Purchase Debt
Securities (3).................   $300,000,000                     $300,000,000     $103,448.10
Preferred Stock, par value $1.00
per share (4)..................
Warrants to Purchase Preferred
Stock..........................
Currency Warrants...............
<FN>
(1)  Not  applicable pursuant to General Instruction  II.D to Form S-3; however,
in no event  will the aggregate  maximum offering price  of all  securities
issued and sold pursuant to this Registration Statement exceed $300,000,000
in  U.S. dollars or the equivalent  thereof in foreign currency or currency
units. Any securities  registered hereunder  may be sold  separately or  as
units with other securities registered hereunder.
(2)  Estimated solely for the purpose of calculating the registration fee.
(3)  Warrants  for  the purchase  of  Debt Securities  may  be offered  and sold
separately or together with other Debt Securities.
(4)  Such indeterminate number of shares of Preferred Stock as may from time  to
time be issued at indeterminate prices.

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

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, AS  AMENDED, OR UNTIL  THIS REGISTRATION  STATEMENT
SHALL  BECOME EFFECTIVE ON SUCH DATE AS  THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.

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INFORMATION   CONTAINED  HEREIN  IS  SUBJECT   TO  COMPLETION  OR  AMENDMENT.  A
REGISTRATION STATEMENT  RELATING TO  THESE SECURITIES  HAS BEEN  FILED WITH  THE
SECURITIES  AND EXCHANGE  COMMISSION. THESE SECURITIES  MAY NOT BE  SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR  TO THE TIME THE REGISTRATION STATEMENT  BECOMES
EFFECTIVE.  THIS  PROSPECTUS  SHALL  NOT  CONSTITUTE AN  OFFER  TO  SELL  OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE  SECURITIES
IN  ANY STATE IN WHICH SUCH OFFER,  SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS, DATED SEPTEMBER 23, 1994
PROSPECTUS

SNAP-ON INCORPORATED

DEBT SECURITIES, DEBT WARRANTS, PREFERRED STOCK, PREFERRED WARRANTS AND CURRENCY
WARRANTS
------------------------

Snap-on Incorporated (the  "Company" or  "Snap-on") may offer  from time  to
time   under  this  Prospectus,  together  or  separately,  (i)  unsecured  debt
securities consisting of notes, debentures  and/or other unsecured evidences  of
indebtedness  (the "Debt Securities"), (ii) warrants to purchase Debt Securities
(the "Debt Warrants"), (iii) shares of its preferred stock, par value $1.00  per
share (the "Preferred Stock"), (iv) warrants to purchase shares of its Preferred
Stock  (the "Preferred Warrants"), and (v)  warrants to receive from the Company
the cash  value  in  U.S. dollars  of  the  right to  purchase  ("Currency  Call
Warrants")  or to sell ("Currency Put Warrants," and, together with the Currency
Call Warrants, the "Currency Warrants") such foreign currency or currency  units
as  shall be  designated by the  Company at the  time of the  offering. The Debt
Securities, Debt  Warrants, Preferred  Stock,  Preferred Warrants  and  Currency
Warrants  (collectively, the "Securities") will be offered in amounts, at prices
and on terms to be  determined at the time  of offering. The Securities  offered
pursuant to this Prospectus may be issued in one or more series or issuances and
will  be limited  to an aggregate  public offering  price of not  more than U.S.
$300,000,000 (or the equivalent thereof if any of the Securities are denominated
in a currency, currency unit or composite currency other than the U.S. dollar).

The Debt Securities will be direct unsecured obligations of the Company  and
will  rank equally with  all other unsecured  and unsubordinated indebtedness of
the Company.

Certain specific terms of the particular Securities in respect of which this
Prospectus is being delivered  (the "Offered Securities") are  set forth in  the
accompanying  Prospectus  Supplement (the  "Prospectus  Supplement"), including,
where applicable,  the initial  public  offering price  of the  Securities,  the
listing  on any securities exchange, other special terms, and (i) in the case of
Debt Securities,  the  specific  designation, aggregate  principal  amount,  the
denomination,  maturity,  premium,  if any,  the  rate  (which may  be  fixed or
variable), time and method of calculating payment of interest, if any, the place
or places where principal  of, premium, if  any, and interest,  if any, on  such
Debt Securities will be payable, the currency in which principal of, premium, if
any, and interest, if any, on such Debt Securities will be payable, any terms of
redemption  at the  option of  the Company  or the  holder and  any sinking fund
provisions, (ii) in the case of  Debt Warrants and Preferred Warrants, the  Debt
Securities  and Preferred  Stock, respectively, for  which each  such warrant is
exercisable, the exercise  price, duration, detachability  and call  provisions,
(iii)  in the case of Preferred Stock,  the specific title and stated value, any
dividend, liquidation, redemption, voting and other rights, and (iv) in the case
of Currency Warrants, the base foreign  currency or currency units, the  formula
for determining the cash settlement value, if any, the procedures and conditions
relating  to exercise and any circumstances under  which there will be deemed to
be  an  automatic  exercise.  If  so  specified  in  the  applicable  Prospectus
Supplement,  Offered Securities may be issued in whole or in part in the form of
one or more temporary or permanent global securities.
------------------------
THESE SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES  AND
EXCHANGE  COMMISSION  OR ANY  STATE  SECURITIES COMMISSION  NOR  HAS THE
SECURITIES  AND  EXCHANGE  COMMISSION  OR  ANY  STATE   SECURITIES
COMMISSION  PASSED  UPON  THE  ACCURACY  OR  ADEQUACY OF
THIS  PROSPECTUS.  ANY  REPRESENTATION  TO   THE
CONTRARY IS A CRIMINAL OFFENSE
------------------------

The  Company  may sell  Securities to  or  through underwriters,  dealers or
agents, and also may sell Securities directly to other purchasers. See "Plan  of
Distribution."   The  Prospectus  Supplement   sets  forth  the   names  of  any
underwriters, dealers  or agents  involved in  the distribution  of the  Offered
Securities and any applicable discounts, commissions or allowances.

This  Prospectus may  not be used  to consummate sales  of Securities unless
accompanied by a Prospectus Supplement.
------------------------

THE DATE OF THIS PROSPECTUS IS SEPTEMBER   , 1994.

AVAILABLE INFORMATION

The  Company is subject to the  informational requirements of the Securities
Exchange Act  of  1934, as  amended  (the  "Exchange Act"),  and  in  accordance
therewith  files  reports,  proxy  statements  and  other  information  with the
Securities and Exchange Commission (the "Commission"). Reports, proxy statements
and other information filed by  the Company may be  inspected and copied at  the
public  reference facilities maintained  by the Commission  at 450 Fifth Street,
N.W., Washington,  D.C. 20549,  and at  the following  Regional Offices  of  the
Commission: 7 World Trade Center, New York, New York 10048; and 500 West Madison
Street,  Chicago, Illinois 60661; and copies of such material can be obtained by
mail from the Public  Reference Section of the  Commission at 450 Fifth  Street,
N.W.,   Washington,  D.C.  20549,  at  prescribed  rates.  Such  reports,  proxy
statements and other information can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.

This Prospectus constitutes a part of  a registration statement on Form  S-3
(the  "Registration Statement") filed  by the Company  with the Commission under
the Securities Act of 1933, as  amended (the "Securities Act"). This  Prospectus
does  not contain all  the information set forth  in the Registration Statement,
certain parts of which are omitted in accordance with the rules and  regulations
of  the Commission, and  reference is hereby made  to the Registration Statement
and to the exhibits relating thereto for further information with respect to the
Company and  the  Securities. Any  statements  contained herein  concerning  the
provisions  of any document are not necessarily complete, and, in each instance,
reference is  made to  the copy  of such  document filed  as an  exhibit to  the
Registration  Statement  or  otherwise  filed  with  the  Commission.  Each such
statement is qualified in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following  documents  filed  by  the Company  with  the  Commission  are
incorporated in this Prospectus by reference:

(i)  the Company's Annual Report on Form  10-K for the fiscal year ended
January 1, 1994;

(ii) the  Company's  Quarterly  Reports  on Form  10-Q  for  the  fiscal
quarters ended April 2, 1994 and July 2, 1994; and

(iii)  the Company's Current Reports on  Form 8-K dated January 28, 1994
and April 22, 1994.

All documents filed by the Company  pursuant to Section 13(a), 13(c), 14  or
15(d)  of the Exchange  Act after the date  of this Prospectus  and prior to the
termination of the offering of the Securities offered hereby shall be deemed  to
be incorporated by reference in this Prospectus and to be a part hereof from and
after  the respective dates of filing of such documents. Any statement contained
in a document  incorporated or  deemed to  be incorporated  by reference  herein
shall  be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in any other subsequently  filed
document  which also is  incorporated or deemed to  be incorporated by reference
herein modifies or supersedes such statement. Any such statement so modified  or
superseded  shall  not  be  deemed,  except as  so  modified  or  superseded, to
constitute a part of this Prospectus.

The Company will provide  without charge, upon written  or oral request,  to
each  person to whom a copy of this Prospectus is delivered a copy of any or all
of the documents incorporated by reference herein (not including the exhibits to
such documents, unless such exhibits are specifically incorporated by  reference
in  such documents). Requests should be directed to Snap-on Incorporated, Public
Relations Department, 2801-80th Street, Kenosha, Wisconsin 53141-1410, telephone
number (414) 656-4808 (recorded message).

2

THE COMPANY

The  Company was incorporated  under the laws  of the State  of Wisconsin in
1920 and reincorporated  under the laws  of the  State of Delaware  in 1930.  In
April  1994, the  Company changed its  name from "Snap-on  Tools Corporation" to
"Snap-on Incorporated." The Company's principal executive offices are located at
2801-80th  Street,  Kenosha,  Wisconsin   53141-1410  (telephone  number   (414)
656-5200).

The  Company is a leading manufacturer  and distributor of high-quality hand
tools, power tools, tool  storage products, and  diagnostic and shop  equipment,
primarily  for  use by  professional  mechanics and  technicians.  The Company's
product line consists of approximately  14,000 items. In addition to  individual
automotive  service technicians, shop owners and other professional tools users,
the Company's products are marketed to industrial and government entities.

The Company has operations in the United States, Australia, Belgium, Brazil,
Canada, France,  Germany,  Japan,  Mexico, Puerto  Rico,  the  Netherlands,  New
Zealand,  Taiwan and the United Kingdom.  The Company's products are marketed in
over 100 countries. The Company has four principal operating units:

- The SNAP-ON TOOLS business unit focuses on the Company's worldwide  dealer
direct sales programs to automotive and transportation technicians.

- The  SNAP-ON DIAGNOSTICS business unit focuses on the development and sale
of diagnostic and  shop equipment,  primarily to  automotive shop  owners.
Subsidiaries  associated  with Snap-on  Diagnostics include:  Sun Electric
Corporation ("Sun"), a  leading manufacturer and  distributor of  high-end
diagnostic,  test and service shop equipment; and Balco, Inc., a developer
of engine diagnostic and wheel balancing equipment.

- The SNAP-ON INDUSTRIAL  business unit  focuses on the  sale of  industrial
tools  and  equipment through  a  direct sales  force  as well  as through
industrial distributors  and other  channels.  Subsidiaries in  this  unit
manufacture  industrial-quality hand  tools, and  tools and  equipment for
aerospace and other industrial applications.

- SNAP-ON FINANCIAL SERVICES, INC. holds most of the Company's credit assets
in  the  United  States  and,  through  its  Snap-on  Credit   Corporation
subsidiary,  manages  certain  credit  services  for  the  Company. Credit
programs  support  the  sale  of  the  Company's  products  and  services,
especially  higher-value  products  such  as  diagnostic  and  other  shop
equipment.

The Company  believes  it  is  the  largest  single-source  manufacturer  of
professional  hand tools and  service equipment for  the U.S. automotive service
industry. In 1993, the Company merged  its U.S. Snap-on and Sun technical  sales
forces  into Snap-on/Sun Tech Systems, creating what  it also believes to be the
largest technical systems  sales and  service organization in  the industry.  In
addition,  within its diagnostic and shop  equipment operations, the Company has
formed  agreements,  including  minority   investments,  with  information   and
technology  firms to strengthen its position as a leading supplier of diagnostic
hardware and  software for  the service  and  repair of  the growing  number  of
computerized systems employed in modern automotive design.

The Company believes it originated the mobile van dealer method of marketing
hand  tools and equipment to automotive technicians. In addition to direct sales
to individual technicians, shop owners, industrial and other customers at  their
places   of   business   through   mobile  van   dealers   and   employee  sales
representatives, other methods of marketing and distribution include both direct
and indirect sales  to industrial  and government customers  and indirect  sales
through  non-U.S.  distributors.  Prior to  1993  when the  Company  entered the
industrial distributor marketing channel,  which represents the largest  segment
of  the industrial tool market, the  Company's industrial sales historically had
been concentrated among small and mid-sized manufacturing facilities, industrial
maintenance and repair shops, and government service and repair operations.

3

In recent years, the Company has expanded its product line and marketing and
sales  programs  to  address  additional  customer  needs  in  the  market   for
professional  tools  and  equipment  and  to  expand  in  international markets.
Included in the Company's expanded  product line are automotive shop  equipment,
electronic  equipment service, and  tools and instrumentation  for aerospace and
medical applications.  It has  also acquired  new manufacturing  operations  and
brands   to  address  additional  channels  of  distribution,  particularly  for
industrial customers.

USE OF PROCEEDS

The net proceeds from the sale of the Securities offered hereby will be used
for  general  corporate  purposes  and  may   be  used  for  the  repayment   of
indebtedness,  future  acquisitions, capital  expenditures and  working capital.
Specific allocations of the proceeds for the various purposes have not been made
at this time, and the amount and  timing of such offerings will depend upon  the
Company's  requirements and the availability of other funds. The specific use of
the proceeds of  a particular offering  of Securities will  be described in  the
Prospectus Supplement relating thereto.

RISK FACTORS RELATING TO CURRENCIES AND CURRENCY WARRANTS

Debt  Securities  and  Debt  Warrants  denominated  or  payable  in  foreign
currencies and  Currency  Warrants may  entail  significant risks.  These  risks
include,  without  limitation, the  possibility  of significant  fluctuations in
foreign currency  exchange  rates.  These  risks may  vary  depending  upon  the
currency  or currencies involved, and in the  case of any Currency Warrants, the
particular form of such Currency Warrants,  and will be more fully described  in
the applicable Prospectus Supplement.

RATIO OF EARNINGS TO FIXED CHARGES

The  following table sets forth  the ratio of earnings  to fixed charges for
the Company for the periods indicated. The ratio of earnings to fixed charges is
computed by  dividing  earnings by  fixed  charges.  For the  purposes  of  such
computation  (i) earnings consist of  earnings from continuing operations before
income taxes  and  the  cumulative  effect of  accounting  changes,  plus  fixed
charges;   and  (ii)  fixed  charges  consist  of  interest,  including  amounts
capitalized, amortization  of  debt  discount, premium  and  expense  and  other
interest charges.

SIX MONTHS ENDED
-----------------          FISCAL YEAR ENDED
JULY 2,   JULY 3,   -------------------------------
1994      1993     1993  1992  1991   1990   1989
-------   -------   ----  ----  -----  -----  -----

Ratio of Earnings to Fixed Charges*..........   14.5      13.6     14.1  20.4   24.1   23.7   44.2

- ------------------------
*The  ratio of earnings to combined  fixed charges and preferred stock dividends
is the same  as that  shown above  for each of  the years  indicated, since  the
Company had no preferred stock outstanding in any of those years.

4

DESCRIPTION OF DEBT SECURITIES

The  Debt Securities  are to be  issued under an  indenture, as supplemented
from time  to time  (the "Indenture"),  between the  Company and  Firstar  Trust
Company, as trustee (the "Trustee"), the form of which is filed as an exhibit to
the  Registration Statement.  The Indenture  is subject  to and  governed by the
Trust Indenture Act of 1939, as amended (the "TIA"). The following summaries  of
certain provisions of the Debt Securities and the Indenture do not purport to be
complete  and are subject to,  and are qualified in  their entirety by reference
to, all provisions of the Indenture, including the definitions of certain  terms
therein. Parenthetical references below are to the Indenture.

GENERAL

The Debt Securities will be direct, unsecured obligations of the Company and
will  rank equally with  all other unsecured  and unsubordinated indebtedness of
the Company.

The Debt Securities  may be  issued in one  or more  series. The  particular
terms  of any Debt Securities offered (the "Offered Debt Securities") (including
any Debt  Securities  (the  "Underlying  Debt  Securities")  issuable  upon  the
exercise  of Debt Warrants), as well as any modifications of or additions to the
general terms of Debt Securities as  described herein that may be applicable  in
the  case  of  the Offered  Debt  Securities,  are described  in  the Prospectus
Supplement  relating  to  the  Offered  Debt  Securities.  Accordingly,  for   a
description  of the terms of the Offered Debt Securities, reference must be made
to both the Prospectus Supplement relating  thereto and the description of  Debt
Securities set forth in this Prospectus.

Reference  is made to  the Prospectus Supplement for  the following terms of
the Offered Debt  Securities (including  any Underlying  Debt Securities)  being
offered thereby:

(1) The title of such Debt Securities.

(2) The aggregate principal amount of such Debt Securities and any limit
on the aggregate principal amount of Debt Securities of such series.

(3) The percentage of the principal amount at which such Debt Securities
will  be issued and, if other than the principal amount thereof, the portion
of the principal amount thereof payable upon declaration of acceleration  of
the  maturity  thereof  or  the  method  by  which  such  portion  shall  be
determined.

(4) The date or dates, or the method by which such date or dates will be
determined or extended, on which the principal of such Debt Securities  will
be payable.

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

(6) The period or  periods within which, the  price or prices at  which,
the   currency,  currency   unit  or   composite  currency   ("Currency"  or
"Currencies") in which (if other than U.S. dollars), and the other terms and
conditions upon which, such Debt Securities  may be redeemed in whole or  in
part  at the option of  the Company and whether the  Company is to have that
option.

(7) The obligation, if any, of the Company to redeem, repay or  purchase
such  Debt Securities pursuant to any sinking fund or analogous provision or
at the option of a holder thereof and the period or periods within which  or
the  date or dates on  which, the price or prices  at which, the Currency or
Currencies in which and the other terms and conditions upon which, such Debt
Securities shall be  redeemed, repaid  or purchased,  in whole  or in  part,
pursuant to such obligation.

5

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

(9)  If other than  U.S. dollars, the Currency  or Currencies (which may
include composite currencies such as the European Currency Unit ("ECU"))  in
which  payments of the principal of (and premium, if any) or any interest or
Additional Amounts, if any,  on such Debt Securities  will be payable or  in
which such Debt Securities will be denominated.

(10) Whether the amount of payments of principal of (and premium, if any)
or  interest,  if  any,  on  such Debt  Securities  may  be  determined with
reference to an  index, formula  or other  method (which  index, formula  or
method  may be based on one  or more Currencies, commodities, equity indices
or other indices) and the manner in which such amounts shall be determined.

(11) Whether the Company or a  holder may elect payment of the  principal
of (and premium, if any) or interest, if any, on such Debt Securities in one
or  more  Currencies, other  than  that in  which  such Debt  Securities are
denominated or stated to be payable, the period or periods within which, and
the terms and conditions upon which, such election may be made, and the time
and manner  of  determining  the  exchange  rate  between  the  Currency  or
Currencies  in which  such Debt Securities  are denominated or  stated to be
payable and the Currency or Currencies in which such Debt Securities are  to
be so payable.

(12)  The place or places, if any, other than or in addition to New York,
New York, where the  principal of (and premium,  if any), interest, if  any,
on,  and any Additional Amounts payable  in respect of, such Debt Securities
shall  be  payable,  any  Registered  Securities  may  be  surrendered   for
registration  of transfer or exchange and notices  or demands to or upon the
Company in respect of such Debt Securities and the Indenture may be served.

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

(14) If other than the Trustee,  the identity of each Security  Registrar
and/or Paying Agent.

(15)  The date as  of which any  Bearer Securities of  the series and any
temporary Global Security representing Outstanding Securities of the  series
shall be dated if other than the date of original issuance of the first Debt
Security of the series to be issued.

(16)  The  applicability,  if at  all,  to  such Debt  Securities  of the
provisions of Article XIV of  the Indenture described under "Defeasance  and
Covenant  Defeasance" and any provisions in  modification of, in addition to
or in lieu of any of the provisions of such Article.

(17) The Person to  whom any interest on  any Registered Security of  the
series  shall  be payable,  if  other than  the  Person in  whose  name such
Registered Security (or one or more Predecessor Securities) is registered at
the close of  business on  the Regular Record  Date for  such interest,  the
manner  in which, or the Person to whom, any interest on any Bearer Security
of the

6

series shall be payable, if  otherwise than upon presentation and  surrender
of the coupons appertaining thereto as they severally mature, and the extent
to which, or the manner in which, any interest payable on a temporary Global
Security  on an  Interest Payment  Date will  be paid  if other  than in the
manner provided in the Indenture.

(18) If  the  Debt  Securities of  such  series  are to  be  issuable  in
definitive form (whether upon original issue or upon exchange of a temporary
Debt  Security of such series) only  upon receipt of certain certificates or
other documents or satisfaction of  other conditions, the form and/or  terms
of such certificates, documents or conditions.

(19)  If such Debt Securities are to  be issued upon the exercise of Debt
Warrants, the  time,  manner  and  place for  such  Debt  Securities  to  be
authenticated and delivered.

(20) Whether and under what circumstances the Company will pay Additional
Amounts  as  contemplated by  Section  10.9 of  the  Indenture on  such Debt
Securities to any holder  who is not a  United States person (including  any
modification to the definition of such term as contained in the Indenture as
originally  executed)  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).

(21) The provisions, if  any, granting special rights  to the holders  of
such Debt Securities upon the occurrence of such events as may be specified.

(22)  Any deletions from, modifications of  or additions to the Events of
Default or covenants of  the Company with respect  to such Debt  Securities,
whether  or not such Events of Default  or covenants are consistent with the
Events of Default or  covenants set forth in  the general provisions of  the
Indenture.

(23) The designation of the initial Exchange Rate Agent, if any.

(24) Any other terms of such Debt Securities.

The  Indenture does  not limit  the amount of  Debt Securities  which can be
issued thereunder, and provides that Debt Securities of any series may be issued
thereunder up to  the aggregate principal  amount which may  be authorized  from
time  to time by or  pursuant to authority granted by  the Board of Directors of
the Company (the "Board of Directors"). (Section 3.1)

Some or all  of the Debt  Securities may  provide for less  than the  entire
principal  amount thereof to be payable  upon declaration of acceleration of the
Maturity thereof  ("Original Issue  Discount  Securities"). Federal  income  tax
consequences  and other special  considerations applicable to  any such Original
Issue Discount  Securities  will  be  described  in  the  Prospectus  Supplement
relating thereto.

The  general provisions of the Indenture  do not contain any provisions that
would limit  the ability  of the  Company to  incur indebtedness  or that  would
afford  holders of Debt Securities protection in the event of a highly leveraged
or similar  transaction  involving  the Company.  However,  subject  to  certain
exceptions,  the general provisions of the Indenture do limit the ability of the
Company and its Restricted  Subsidiaries to incur Secured  Debt unless the  Debt
Securities  issued under the Indenture are secured equally and ratably with such
Secured Debt.  See  "Limitation on  Secured  Debt."  Reference is  made  to  the
Prospectus  Supplement related  to the  Offered Debt  Securities for information
applicable  to  such  Debt  Securities  with  respect  to  any  deletions  from,
modifications  of or  additions to  the Events  of Default  or covenants  of the
Company that are described below, including any addition of a covenant or  other
provision providing event risk or similar protection.

Under  the Indenture, the Company will have  the ability, in addition to the
ability to  issue  Debt Securities  with  terms  different from  those  of  Debt
Securities  previously issued, without  the consent of the  holders, to reopen a
previous issue  of  a  series  of Debt  Securities  and  issue  additional  Debt
Securities of such series (unless such reopening was restricted when such series
was  created),  in  an aggregate  principal  amount determined  by  the Company.
(Section 3.1)

7

DENOMINATIONS, REGISTRATION AND TRANSFER

Debt  Securities  of  any  series  may  be  issuable  solely  as  Registered
Securities,  solely as  Bearer Securities or  as both  Registered Securities and
Bearer Securities.  Unless otherwise  indicated  in the  Prospectus  Supplement,
Registered  Securities will be issuable in  denominations of $1,000 and integral
multiples thereof and any Bearer Securities will be issuable in the denomination
of $5,000 or, in each case, in  such other denominations as may be specified  in
the  terms of the Debt  Securities of any particular  series. The Indenture also
provides that Debt Securities of  a series may be  issuable in global form.  See
"Book-Entry  Debt  Securities."  Bearer  Securities will  be  offered,  sold and
delivered only outside  the United  States to  non-U.S. persons  and to  offices
located  outside the United  States of certain  U.S. financial institutions. For
purposes of this Prospectus, "United States" means the United States of America,
including the  States  and  the  District  of  Columbia,  its  territories,  its
possessions and all other areas subject to its jurisdiction. "U.S. person" means
a  citizen or resident of the United States, a corporation, partnership or other
entity created or  organized in  or under  the laws of  the United  States or  a
political  subdivision  thereof,  or an  estate  or  trust, income  of  which is
includable in gross income  for U.S. federal income  tax purposes regardless  of
its  source. Particular restrictions  on the offer, sale  and delivery of Bearer
Securities and  any  special federal  income  tax considerations  applicable  to
Bearer  Securities  will  be  described in  the  Prospectus  Supplement relating
thereto.  Unless  otherwise  indicated  in  the  Prospectus  Supplement,  Bearer
Securities will have interest coupons attached. (Section 2.1)

Registered   Securities  of  any  series  will  be  exchangeable  for  other
Registered Securities  of the  same series  and of  a like  aggregate  principal
amount,  tenor  and  rank,  and of  different  authorized  denominations. Unless
otherwise specified in the Prospectus Supplement, Bearer Securities will not  be
issued  in exchange for  Registered Securities. (Section  3.5) Bearer Securities
may be  exchanged  for Registered  Securities  as specified  in  the  applicable
Prospectus Supplement.

Debt  Securities  may  be presented  for  exchange as  described  above, and
Registered Securities  may  be  presented for  registration  of  transfer  (duly
endorsed  or accompanied by a written  instrument of transfer), initially at the
Corporate Trust Office of  the Trustee or  at the office  of any transfer  agent
designated  by the Company for  such purpose with respect  to any series of Debt
Securities and referred to in the Prospectus Supplement. No service charge  will
be  made for any  transfer or exchange  of Debt Securities,  but the Company may
require payment  of a  sum sufficient  to cover  any tax  or other  governmental
charge payable in connection therewith. (Section 3.5) If a Prospectus Supplement
refers  to any transfer agent (in  addition to the Trustee) initially designated
by the Company with respect to any series of Debt Securities, the Company may at
any time rescind the designation of any such transfer agent or approve a  change
in the location through which any such transfer agent acts, except that, if Debt
Securities of a series are issuable solely as Registered Securities, the Company
will  be required to maintain a transfer agent in each Place of Payment for such
series and,  if  Debt Securities  of  a series  are  issuable solely  as  Bearer
Securities  or  both  as Registered  Securities  and as  Bearer  Securities, the
Company will be required to maintain  (in addition to the applicable Trustee)  a
transfer  agent in a Place of Payment for such series located outside the United
States. The Company may  at any time designate  additional transfer agents  with
respect to any series of Debt Securities. (Section 10.2)

In  the event of  any redemption, the  Company shall not  be required to (i)
issue, register the transfer of or exchange Debt Securities of any series during
a period beginning at the  opening of business 15  days before any selection  of
Debt  Securities  of that  series  to be  redeemed and  ending  at the  close of
business on (A) if Debt Securities of the series are issuable only as Registered
Securities, the day of mailing of the  relevant notice of redemption and (B)  if
Debt  Securities of the series are issuable as Bearer Securities, the day of the
first publication of the relevant notice  of redemption, or, if Debt  Securities
of  the  series are  also  issuable as  Registered  Securities and  there  is no
publication, the  day of  mailing of  the relevant  notice of  redemption;  (ii)
register  the  transfer  of  or exchange  any  Registered  Security,  or portion
thereof, called for redemption, except the unredeemed portion of any  Registered
Security  being redeemed in part; (iii)  exchange any Bearer Security called for
redemption, except to

8

exchange such Bearer Security for a Registered Security of that series and  like
tenor  which  is  simultaneously  surrendered  for  redemption;  or  (iv) issue,
register  the  transfer  of  or  exchange  any  Debt  Security  which  has  been
surrendered  for repayment at the  option of the holder,  except the portion, if
any, of such Debt Security not to be so repaid. (Section 3.5)

CERTAIN COVENANTS

LIMITATIONS ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING  RESTRICTED
SUBSIDIARIES.   The Indenture provides  that the Company will  not, and will not
permit any Restricted Subsidiary to, directly or indirectly, create or otherwise
cause or  suffer to  exist or  become effective  any consensual  encumbrance  or
restriction on the ability of any Restricted Subsidiary to (a) (i) pay dividends
or  make  any  other  distributions  on  its  Capital  Stock  or  (ii)  pay  any
Indebtedness owed to the Company or  a Restricted Subsidiary, (b) make loans  or
advances  to the Company or  a Restricted Subsidiary or  (c) transfer any of its
properties or assets to the Company or a Restricted Subsidiary, except for  such
encumbrances or restrictions existing under or by reason of (i) any restrictions
contained  in  Indebtedness  with  respect  to  the  Company  or  its Restricted
Subsidiaries in existence on the Issue Date; (ii) any restrictions, with respect
to a Restricted Subsidiary that  is not a Restricted  Subsidiary on the date  of
the  Indenture, under  any agreement  in existence  at the  time such Restricted
Subsidiary becomes a  Restricted Subsidiary (unless  such agreement was  entered
into  in  connection  with,  or  in contemplation  of,  such  entity  becoming a
Restricted Subsidiary  on  or  after  the date  of  the  Indenture);  (iii)  any
restrictions  under  any agreement  evidencing  any Acquired  Indebtedness  of a
Restricted Subsidiary; provided  that such  restrictions shall  not restrict  or
encumber  any assets  of the Company  or its Restricted  Subsidiaries other than
such Restricted Subsidiary; (iv) restrictions existing under any agreement  that
refinances  or  replaces  the agreements  containing  restrictions  described in
clauses (c) (i), (ii) and (iii) above; provided that the terms and conditions of
any such  restrictions are  in the  good  faith determination  of the  Board  of
Directions  no less favorable to  the holders of the  Debt Securities than those
under the  agreement  so refinanced  or  replaced;  or (v)  any  encumbrance  or
restriction due to applicable law. (Section 10.4)

LIMITATION  ON SECURED DEBT.   The Indenture provides  that the Company will
not, and  will  not permit  any  Restricted  Subsidiary to,  create,  assume  or
guarantee  any Secured Debt without making  effective provision for securing the
Debt Securities (and, if the Company shall so determine, any other  indebtedness
of  or guaranteed  by the  Company or  such Restricted  Subsidiary), equally and
ratably with such Secured  Debt; provided that this  covenant does not apply  to
debt  secured by  (a) certain mortgages,  pledges, liens,  security interests or
encumbrances to secure payment of all or part of the purchase price or the  cost
of  construction or  improvement of  property of  the Company  or any Restricted
Subsidiary, (b) mortgages, pledges, liens, security interests or encumbrances on
property existing at the time of acquisition thereof, whether or not assumed  by
the  Company  or  any  Restricted  Subsidiary,  (c)  mortgages,  pledges, liens,
security interests or encumbrances on property, shares of stock or  indebtedness
of  a corporation  existing at  the time  such corporation  becomes a Restricted
Subsidiary, (d) mortgages, pledges, liens, security interests or encumbrances on
property of a corporation existing at  the time such corporation is merged  into
or  consolidated with the Company or any Restricted Subsidiary or at the time of
a sale, lease or other disposition of the properties of a corporation or firm as
an entirety or  substantially as an  entirety to the  Company or any  Restricted
Subsidiary,   (e)  mortgages,  including  mortgages,  pledges,  liens,  security
interests or  encumbrances,  on  property  of  the  Company  or  any  Restricted
Subsidiary  in favor of the United States  of America, any State thereof, or any
other country, or any agency, instrumentality or political subdivision  thereof,
to  secure certain  payments pursuant  to any contract  or statute  or to secure
indebtedness incurred  for the  purpose of  financing  all or  any part  of  the
purchase  price  or the  cost  of construction  or  improvement of  the property
subject to  such  mortgages,  (f)  any extension,  renewal  or  replacement  (or
successive  extensions, renewals or  replacements), in whole or  in part, of any
mortgage, pledge, lien or encumbrance referred  to in the foregoing clauses  (a)
to (e), inclusive, provided that the principal amount of such indebtedness shall
not  exceed  the principal  amount outstanding  at the  time of  such extension,
renewal or replacement, and that such extension, renewal or replacement shall be
limited to property

9

which secured the  mortgage so extended,  renewed or replaced  and additions  to
such  property,  or  (g)  any  mortgage,  pledge,  lien,  security  interest  or
encumbrance securing  indebtedness  owing  by  the  Company  or  any  Restricted
Subsidiary  to the Company  or to one  or more Restricted  Subsidiaries or both.
(Section 10.5) In addition to the foregoing specific exceptions, the Company and
one or more Restricted Subsidiaries  may, without securing the Debt  Securities,
create, assume or guarantee Secured Debt which would otherwise be subject to the
foregoing   restrictions,  provided  that,  after  giving  effect  thereto,  the
aggregate amount of  all Secured  Debt then outstanding  (not including  Secured
Debt permitted under the foregoing exceptions) and the aggregate "value" of Sale
and  Leaseback Transactions (as defined below)  (other than such transactions in
connection with which indebtedness has been,  or will be, retired in  accordance
with  clause  (b)  of  the  paragraph below  entitled  "Limitation  on  Sale and
Leaseback Transactions") at  such time does  not exceed 5%  of Consolidated  Net
Tangible Assets. (Section 10.5)

In  addition, the Indenture provides that  no consolidation or merger of the
Company and no conveyance or transfer of the property or assets of the  Company,
substantially as an entirety, shall be made with or to another corporation if as
a result thereof any property or assets of the Company would become subject to a
mortgage,  pledge, lien, security  interest or encumbrance  not permitted by the
terms of the Indenture  unless effective provision shall  be made to secure  the
Debt  Securities equally and ratably with (or prior to) all indebtedness thereby
secured. See "Merger or Consolidation" below.

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

LIMITATION ON TRANSFER OF PRINCIPAL  PROPERTY.  The Indenture provides  that
the Company will not, and will not permit any Restricted Subsidiary to, transfer
any  Principal  Property to  any Unrestricted  Subsidiary  unless it  applies an
amount equal to  the fair value  of such property  at the time  of transfer,  as
determined  by the Board  of Directors, to the  retirement (other than mandatory
retirement), within  120 days  after the  effective date  of such  transfer,  of
indebtedness  for money  borrowed by  the Company  or any  Restricted Subsidiary
which was recorded as funded debt as of  the date of its creation and which,  in
case  of such  indebtedness of  the Company, is  not subordinated  and junior in
right of payment of the Debt Securities. (Section 10.7)

10

EVENTS OF DEFAULT

The Indenture  provides,  with respect  to  any series  of  Debt  Securities
outstanding  thereunder that the  following shall constitute  Events of Default:
(i) default in the payment of any installment of interest upon or any Additional
Amounts payable in respect  of any Debt  Security of that  series when the  same
becomes  due and payable, continued for 30  days; (ii) default in the payment of
all or any part of the principal of or any premium on any Debt Security of  that
series at its Maturity; (iii) default in the deposit of any sinking fund payment
when  due by the terms of any Debt  Security of that series; (iv) failure by the
Company for 60 days after written notice to  it to comply with any of its  other
agreements  in the Debt  Securities of such  series, in the  Indenture or in any
supplemental indenture under which the Debt  Securities of that series may  have
been  issued (other than  covenants relating only to  other series); (v) certain
events in bankruptcy, insolvency or reorganization of the Company or any of  its
Subsidiaries;  (vi) a default on  any Indebtedness of the  Company or any of its
Subsidiaries (other  than a  default with  respect to  Debt Securities  of  such
series)  having an outstanding principal amount of  more than $15 million in the
aggregate, whether such  Indebtedness exists  on the  date of  the Indenture  or
shall  thereafter be created, and such default  relates to the obligation to pay
the principal of, interest on, any  Additional Amounts payable in respect of  or
any  other payment obligation on any such Indebtedness when due and such default
continues for  15 days;  (vii) an  event of  default or  default as  defined  or
designated in any Indebtedness of the Company or any of its Subsidiaries, (other
than  a  default with  respect  to Debt  Securities  of such  series)  having an
outstanding aggregate principal amount  of more than  $15 million, whether  such
Indebtedness exists on the date of the Indenture or shall thereafter be created,
shall  happen and  such default  shall result  in such  Indebtedness becoming or
being declared due and  payable prior to  the date on  which it would  otherwise
become  due and payable; (viii) if any judgment or order by a court of competent
jurisdiction shall be rendered  against the Company or  any of its  Subsidiaries
for the payment of money in an amount in excess of $15 million and such judgment
or  order  shall  not  be  discharged,  and there  shall  be  any  period  of 60
consecutive days following entry of such  judgment or order during which a  stay
of  enforcement of  such judgment  or order,  by reason  of a  pending appeal or
otherwise, shall not be in effect; and (ix) any other Event of Default  provided
with  respect to Debt  Securities of that  series. (Section 5.1)  The Company is
required to file with the Trustee, annually, an Officers' Certificate as to  the
Company's  compliance  with all  conditions and  covenants under  the Indenture.
(Section 10.8) The Indenture  provides that the Trustee  may withhold notice  to
the  holders  of a  series of  Debt  Securities of  any default  (except payment
defaults on such  Debt Securities) if  it considers  it in the  interest of  the
holders of such series of Debt Securities to do so. (Section 6.5)

If  an Event  of Default  with respect  to Debt  Securities of  a particular
series (other  than  an  Event  of  Default  specified  in  clause  (v)  in  the
immediately  preceding paragraph) shall occur and  be continuing, the Trustee or
the holders  of  not less  than  25% in  principal  amount of  Outstanding  Debt
Securities  of that series may declare the  principal amount of (or, if the Debt
Securities of  that series  are Original  Issue Discount  Securities or  Indexed
Securities,  such portion  of the  principal amount as  may be  specified in the
terms of that series) and any accrued and unpaid interest on and any  Additional
Amounts  payable in respect  of all of  the Outstanding Debt  Securities of that
series due and payable immediately. If  an Event of Default specified in  clause
(v)  of the immediately preceding paragraph  shall occur and be continuing, then
the principal amount of (or, if the Debt Securities of that series are  Original
Issue  Discount Securities or Indexed Securities,  such portion of the principal
amount as may  be specified in  the terms of  that series) and  any accrued  and
unpaid  interest on and any Additional Amounts payable in respect of that series
shall immediately become due and payable without any declaration or other act on
the part of the Trustee or any holder. (Section 5.2)

11

Subject  to the provisions  of the Indenture  relating to the  duties of the
Trustee, in  case an  Event of  Default with  respect to  Debt Securities  of  a
particular  series shall occur and be continuing,  the Trustee shall be under no
obligation to exercise any of  its rights or powers  under the Indenture at  the
request,  order or direction  of any of  the holders of  Debt Securities of that
series, unless  such  holders  shall  have offered  to  the  Trustee  reasonable
indemnity  against the expenses and liabilities which might be incurred by it in
compliance with such request. (Section 5.7)  Subject to such provisions for  the
indemnification of the Trustee, the holders of a majority in principal amount of
the  Outstanding Debt Securities of  such series shall have  the right to direct
the time, method and place of conducting any proceeding for any remedy available
to the Trustee under the Indenture,  or exercising any trust or power  conferred
on  the Trustee  with respect  to the Debt  Securities of  that series. (Section
5.12)

The holders  of  not  less  than  a majority  in  principal  amount  of  the
Outstanding  Debt Securities of any series under  the Indenture may on behalf of
the holders of all  the Debt Securities  of such series  waive any past  default
under  the Indenture with respect to such  series and its consequences, except a
default (i) in the payment of the principal of (or premium, if any) or  interest
on or Additional Amounts payable in respect of any Debt Security of such series,
or (ii) in respect of a covenant or provision that cannot be modified or amended
without  the consent  of the  holder of each  Outstanding Debt  Security of such
series affected thereby. (Section 5.13)

MERGER OR CONSOLIDATION

The Indenture provides that  the Company may not  consolidate with or  merge
with  or into  any other  corporation or convey  or transfer  its properties and
assets substantially as an entirety to any Person, unless either the Company  is
the continuing corporation or such corporation or Person assumes by supplemental
indenture  all the obligations of  the Company under the  Indenture and the Debt
Securities issued thereunder and immediately  after the transaction no Event  of
Default and no event which, after notice or lapse of time, or both, would become
an  Event of  Default shall exist.  The Company  will deliver to  the Trustee an
Officers' Certificate  and  an  Opinion  of  Counsel,  each  stating  that  such
consolidation,  merger, conveyance  or transfer and  such supplemental indenture
comply with the terms of the Indenture.

In addition, no such  consolidation, merger, conveyance  or transfer may  be
made  if  as  a  result thereof  any  Principal  Property of  the  Company  or a
Restricted Subsidiary  would  become  subject to  any  mortgage,  pledge,  lien,
security  interest or encumbrance unless either (i) such mortgage, pledge, lien,
security interest or encumbrance  could be created pursuant  to Section 10.4  of
the  Indenture  (see "Limitation  on Secured  Debt"  above) without  equally and
ratably securing the  Debt Securities issued  under the Indenture  or (ii)  such
Debt  Securities are secured equally  and ratably with the  debt secured by such
mortgage, pledge, lien, security interest or encumbrance. (Sections 8.1 and 8.2)

MODIFICATION OR WAIVER

Modification and amendment of the Indenture  may be made by the Company  and
the  Trustee with  the consent  of the holders  of not  less than  a majority in
principal amount of all Outstanding  Debt Securities issued under the  Indenture
that  are  affected by  such modification  or amendment;  PROVIDED that  no such
modification or  amendment may,  without  the consent  of  the holders  of  each
Outstanding  Debt Security affected thereby, among  other things: (i) change the
Stated Maturity of the principal of (or premium, if any, on) or any  installment
of principal of or interest on any such Debt Security; (ii) reduce the principal
amount  or the rate of interest on  or any Additional Amounts payable in respect
of, or any premium payable upon the redemption of, any such Debt Security; (iii)
change any obligation of the Company to pay Additional Amounts in respect of any
such Debt Security; (iv) reduce the amount of the principal of an Original Issue
Discount  Security  that  would  be  due  and  payable  upon  a  declaration  of
acceleration  of the Maturity  thereof or provable  in bankruptcy; (v) adversely
affect any right  of repayment  at the  option of the  holder of  any such  Debt
Security;  (vi) change the place or Currency  of payment of principal of, or any
premium or  interest on,  any such  Debt  Security; (vii)  impair the  right  to
institute  suit for the enforcement  of any such payment  on or after the Stated
Maturity thereof or on or after any Redemption Date or Repayment Date  therefor;
(viii) reduce the

12

above-stated percentage in principal amount of such Outstanding Debt Securities,
the consent of whose holders is necessary to modify or amend the Indenture or to
consent  to  any  waiver  thereunder;  or  (ix)  modify  any  of  the  foregoing
requirements or  reduce  the  percentage of  such  Outstanding  Debt  Securities
necessary  to  waive any  past default  or  compliance with  certain restrictive
provisions. (Section 9.2)

The holders of a majority in aggregate principal amount of Outstanding  Debt
Securities  issued under the Indenture have the right to waive compliance by the
Company with certain covenants contained in the Indenture. (Section 10.10)

Modification and amendment of the Indenture  may be made by the Company  and
the  Trustee,  without the  consent  of any  holder,  for any  of  the following
purposes: (i) to  evidence the succession  of another Person  to the Company  as
obligor  under the Indenture pursuant to the terms of the Indenture; (ii) to add
to the covenants of  the Company for the  benefit of the holders  of all or  any
series  of Debt Securities issued under the  Indenture or to surrender any right
or power conferred upon  the Company by  the Indenture; (iii)  to add Events  of
Default  for  the benefit  of the  holders of  all  or any  series of  such Debt
Securities; (iv) to add to or change  any of the provisions of the Indenture  to
facilitate  the issuance of, or to liberalize the terms of, Bearer Securities or
to permit or facilitate the issuance of Debt Securities in uncertificated  form,
PROVIDED  that any such actions  shall not adversely affect  the holders of such
Debt Securities; (v)  to change  or eliminate  any provision  of the  Indenture,
PROVIDED  that any such  change or elimination shall  become effective only when
there are  no such  Debt  Securities Outstanding  of  any series  created  prior
thereto which are entitled to the benefit of such provision; (vi) to secure such
Debt  Securities pursuant to the requirements of Section 8.1 or Article X of the
Indenture, or  otherwise; (vii)  to establish  the form  or terms  of such  Debt
Securities of any series; (viii) to provide for the acceptance of appointment by
a  successor Trustee  or facilitate the  administration of the  trusts under the
Indenture by  more than  one Trustee;  (ix)  to cure  any ambiguity,  defect  or
inconsistency  in the Indenture, PROVIDED such  action does not adversely affect
the interests  of holders  of such  Debt Securities  of any  series; or  (x)  to
supplement  any of the  provisions of the  Indenture to the  extent necessary to
permit or  facilitate  defeasance and  discharge  of  any series  of  such  Debt
Securities,  PROVIDED that such action shall  not adversely affect the interests
of the holders of any such Debt Securities. (Section 9.1)

The Indenture  provides  that in  determining  whether the  holders  of  the
requisite  principal amount of Debt Securities of a series then Outstanding have
given any request, demand, authorization,  direction, notice, consent or  waiver
thereunder, (i) the principal amount of an Original Issue Discount Security that
shall  be deemed to be Outstanding shall  be the amount of the principal thereof
that would  be  due and  payable  as of  the  date of  such  determination  upon
acceleration  of  the Maturity  thereof,  (ii) the  principal  amount of  a Debt
Security denominated  in a  foreign Currency  or Currencies  shall be  the  U.S.
dollar  equivalent, determined on the trade date  for such Debt Security, of the
principal amount (or, in  the case of an  Original Issue Discount Security,  the
U.S.  dollar equivalent on  the trade date  of such Debt  Security of the amount
determined as provided in (i) above), (iii) the principal amount of any  Indexed
Security  that may  be counted in  making such determination  or calculation and
that shall  be  deemed  Outstanding for  such  purpose  shall be  equal  to  the
principal  face amount  of such  Indexed Security  at original  issuance, unless
otherwise provided with respect to such Indexed Security pursuant to Section 3.1
of the Indenture, and  (iv) Debt Securities  owned by the  Company or any  other
obligor  upon the  Debt Securities or  any Affiliate  of the Company  or of such
other obligor shall be disregarded. (Section 1.1)

DISCHARGE, DEFEASANCE AND COVENANT DEFEASANCE

The Company may discharge  certain obligations to holders  of any series  of
Debt  Securities  which  have not  already  been  delivered to  the  Trustee for
cancellation and which either have become due and payable or are by their  terms
due and payable within one year (or scheduled for redemption within one year) by
irrevocably  depositing with the Trustee in  trust funds in an amount sufficient
to pay  the entire  indebtedness  on such  Debt  Securities for  principal  (and
premium, if any) and interest, and any

13

Additional  Amounts with respect thereto,  to the date of  such deposit (if such
Debt Securities  have become  due and  payable)  or to  the Stated  Maturity  or
Redemption Date, as the case may be. (Section 4.1)

The  Indenture provides that,  if the provisions  relating to defeasance are
made applicable  to the  Debt Securities  of or  within any  series pursuant  to
Section 3.1 of the Indenture, the Company may elect either (a) to defease and be
discharged  from any  and all obligations  with respect to  such Debt Securities
(except for  the  obligation  to  pay  Additional  Amounts,  if  any,  upon  the
occurrence  of certain  events of  tax, assessment  or governmental  charge with
respect to payments on such Debt Securities and the obligations to register  the
transfer or exchange of such Debt Securities, to replace temporary or mutilated,
destroyed,  lost or stolen Debt  Securities, to maintain an  office or agency in
respect of  such  Debt Securities  and  to hold  moneys  for payment  in  trust)
("defeasance")  (Section 14.2) or  (b) to be released  from its obligations with
respect to such Debt Securities under certain covenants described under "Certain
Covenants -- Limitations  on Dividend and  Other Payment Restrictions  Affecting
Restricted  Subsidiaries," "--  Limitation on  Secured Debt,"  "-- Limitation on
Sale and Leaseback  Transactions" and  "-- Limitation on  Transfer of  Principal
Property"  and,  if  provided pursuant  to  Section  3.1 of  the  Indenture, its
obligations with respect to any other covenant (except for certain obligations),
and payment of the Debt Securities of such series may not be accelerated because
of a default or  an Event of  Default under clause (vi),  (vii) or (viii)  under
"Events  of Default" above  or because of  the failure of  the Company to comply
with the  provisions of  the second  paragraph under  "Merger or  Consolidation"
above   ("covenant  defeasance")  (Section  14.3),   in  either  case  upon  the
irrevocable deposit  by  the  Company  with the  Trustee  (or  other  qualifying
trustee)  in trust of (i) an amount, in the Currency or Currencies in which such
Debt  Securities  are  then  specified  as  payable  at  Stated  Maturity,  (ii)
Government  Obligations (as  defined below)  applicable to  such Debt Securities
(with such applicability being determined on the basis of the Currency in  which
such  Debt Securities  are then specified  as payable at  Stated Maturity) which
through the payment  of principal and  interest in accordance  with their  terms
will  provide money in  an amount or  (iii) a combination  thereof in an amount,
sufficient to pay the principal of (and  premium, if any) and interest, if  any,
on  such Debt Securities,  and any mandatory sinking  fund or analogous payments
thereon, on the scheduled due dates therefor.

Such a trust may only be established if, among other things, the Company has
delivered to the Trustee an Opinion  of Counsel (as specified in the  Indenture)
to  the  effect that  the holders  of  such Debt  Securities will  not recognize
income, gain or loss for United States  federal income tax purposes as a  result
of  such defeasance or covenant defeasance and  will be subject to United States
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  or covenant defeasance had  not
occurred,  and such Opinion of  Counsel, in the case  of defeasance under clause
(a) above, must  refer to and  be based upon  a ruling of  the Internal  Revenue
Service or a change in applicable United States federal income tax law occurring
after the date of the Indenture. (Section 14.4)

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

14

the holder of such depository receipt from any amount received by the  custodian
in  respect of the Government Obligation or  the specific payment of interest on
or principal of the Government Obligation evidenced by such depository  receipt.
(Section 1.1)

Unless  otherwise  provided  in  the Prospectus  Supplement,  if,  after the
Company has deposited funds and/or  Government Obligations to effect  defeasance
or  covenant defeasance with respect  to Debt Securities of  any series, (a) the
holder of  a Debt  Security  of such  series is  entitled  to, and  does,  elect
pursuant  to the  terms of  the Indenture  or of  such Debt  Security to receive
payment in a Currency  other than that  in which such deposit  has been made  in
respect  of such Debt  Security, or (b)  the Currency in  which such deposit has
been made  in respect  of any  Debt Security  of such  series (i)  is a  foreign
Currency,  and it ceases to  be used both by the  government of the country that
issued the Currency and by a central  bank or other public institutions of  such
country  or within  the international  banking community  for the  settlement of
transactions, (ii) is the ECU, and it ceases to be used both within the European
Monetary System and for the settlement of transactions by public institutions of
or within the European Communities or  (iii) is any currency unit (or  composite
currency)  other than  the ECU, and  it ceases to  be used for  the purposes for
which it was established  (each of the events  described in clauses (i)  through
(iii),  a "Conversion  Event"), then the  indebtedness represented  by such Debt
Security shall  be  deemed to  have  been, and  will  be, fully  discharged  and
satisfied  through the  payment of  the principal of  (and premium,  if any) and
interest, if any, on such Debt Security  as they become due out of the  proceeds
yielded  by converting the amount so deposited  in respect of such Debt Security
into the Currency in  which such Debt  Security becomes payable  as a result  of
such  election or such Conversion Event  based on the applicable Market Exchange
Rate. (Section 14.5) Unless otherwise provided for in the Prospectus Supplement,
all payments of principal  of (and premium,  if any) and  interest, if any,  and
Additional  Amounts, if any, on any Debt  Security that are payable in a foreign
Currency with respect to which a Conversion  Event occurs shall be made in  U.S.
dollars. (Section 3.12)

In  the event  the Company effects  covenant defeasance with  respect to any
Debt Securities and such Debt Securities are declared due and payable because of
the occurrence  of  any  Events of  Default  other  than the  Event  of  Default
described  in clause (iv) or (ix) under  "Events of Default" with respect to any
covenant with respect  to which there  has been defeasance,  the amount in  such
Currency  in which such  Debt Securities are  payable and Government Obligations
that are on deposit with  the Trustee will be sufficient  to pay amounts due  on
such  Debt  Securities at  the  time of  their Stated  Maturity  but may  not be
sufficient to  pay amounts  due  on such  Debt Securities  at  the time  of  the
acceleration  resulting from such  Event of Default.  However, the Company would
remain liable to make payment of such amounts due at the time of acceleration.

If the Trustee or any applicable Paying  Agent is unable to apply any  money
in accordance with the Indenture by reason of any order or judgment of any court
or  governmental authority enjoining, restraining  or otherwise prohibiting such
application, then the Company's  obligations under the  Indenture and such  Debt
Securities  shall be  revived and reinstated  as though no  deposit had occurred
pursuant to the Indenture,  until such time  as the Trustee  or Paying Agent  is
permitted  to apply all  such money in accordance  with the Indenture; PROVIDED,
HOWEVER, that if the Company makes any  payment of principal of (or premium,  if
any)  or interest on any  such Debt Security following  the reinstatement of its
obligations, the Company  shall be subrogated  to the rights  of the holders  of
such  Debt Securities to receive such payment from the money held by the Trustee
or Paying Agent.

The Prospectus  Supplement  may further  describe  the provisions,  if  any,
permitting  such defeasance or covenant  defeasance, including any modifications
to the provisions  described above, with  respect to the  Debt Securities of  or
within a particular series.

PAYMENT AND PAYING AGENT

Unless otherwise provided in the Prospectus Supplement, principal of and any
premium,  interest  and  Additional  Amounts on  Registered  Securities  will be
payable at any office or agency to be maintained by the Company in New York, New
York,   except    that    at    the   option    of    the    Company    interest

15

(including  Additional Amounts, if any)  may be paid (i)  by check mailed to the
address of  the Person  entitled thereto  as such  address shall  appear in  the
Security  Register or  (ii) by  wire transfer  to an  account maintained  by the
Person entitled thereto as  specified in the  Security Register. (Sections  3.1,
10.1  and 10.2) Unless otherwise provided  in the Prospectus Supplement, payment
of any installment  of interest  on Registered Securities  will be  made to  the
Person  in whose  name such  Registered Security is  registered at  the close of
business on the Regular Record Date for such interest. (Section 3.7)

Unless otherwise provided in the Prospectus Supplement, principal of and any
premium, interest and Additional Amounts  on Bearer Securities will be  payable,
subject  to any applicable laws  and regulations, at the  offices of such Paying
Agents outside the United States as the Company may designate from time to time.
(Section 10.2) Such payment on Bearer Securities also may be made by transfer to
an account  maintained by  the payee  with  a bank  located outside  the  United
States.  (Section 3.7) Unless  otherwise provided in  the Prospectus Supplement,
payment of interest and certain Additional  Amounts on Bearer Securities on  any
Interest Payment Date will be made only against surrender of the coupon relating
to  such Interest Payment Date. (Section  10.1) Unless otherwise provided in the
Prospectus Supplement, no payment  with respect to any  Bearer Security will  be
made  at any office  or agency of the  Company in the United  States or by check
mailed to  any  address in  the  United States  or  by transfer  to  an  account
maintained  with  a  bank  located in  the  United  States.  Notwithstanding the
foregoing, payments of principal of and  any interest and Additional Amounts  in
respect  of Bearer Securities payable in U.S. dollars will be made at the office
of the Company's Paying Agent in New York, New York, if (but only if) payment of
the full amount thereof in U.S. dollars  at all offices or agencies outside  the
United  States is illegal or effectively precluded by exchange controls or other
similar restrictions. (Section 10.2)

Any Paying Agents in  the United States  in addition to or  in place of  the
Trustee  at its Corporate Trust Office and  any Paying Agents outside the United
States initially designated by the Company for the Offered Debt Securities  will
be  named in the  Prospectus Supplement. The  Company may at  any time designate
additional Paying  Agents or  rescind the  designation of  any Paying  Agent  or
approve a change in the office through which any Paying Agent acts, except that,
if  Debt Securities of a series are  issuable only as Registered Securities, the
Company will be required to maintain a Paying Agent in each Place of Payment for
such series and,  if Debt Securities  of a  series are also  issuable as  Bearer
Securities,  the Company will be required to  maintain (i) a Paying Agent in New
York, New York  for payments with  respect to any  Registered Securities of  the
series  (and for payments with respect to Bearer Securities of the series in the
circumstances described above, but not otherwise), and (ii) a Paying Agent in  a
Place of Payment located outside the United States where Debt Securities of such
series and any coupons appertaining thereto may be presented and surrendered for
payment;  PROVIDED that, if the Debt Securities of such series are listed on the
Luxembourg Stock Exchange or any other stock exchange located outside the United
States and such  stock exchange shall  so require, the  Company will maintain  a
Paying Agent in Luxembourg or any other required city located outside the United
States,  as the case  may be, for  the Debt Securities  of such series. (Section
10.2)

BOOK-ENTRY DEBT SECURITIES

The Debt Securities of  a series may be  issued in whole or  in part in  the
form  of one or more Global Securities that  will be deposited with or on behalf
of  a  depository  ("Depository")   identified  in  the  applicable   Prospectus
Supplement.  In such a case,  one or more Global Securities  will be issued in a
denomination or aggregate denominations  equal to the  portion of the  aggregate
principal  amount  of  the  Outstanding  Debt Securities  of  the  series  to be
represented by such Global Security or Global Securities. Unless and until it is
exchanged in whole or in part for  Debt Securities in registered form, a  Global
Security  may not, subject to certain  exceptions, be registered for transfer or
exchange except to the Depository for such Global Security or a nominee of  such
Depository.

16

The  specific terms of  the Depository arrangement with  respect to any Debt
Securities  of  a  series  will  be  described  in  the  applicable   Prospectus
Supplement.  The  Company  anticipates  that the  following  provisions  will be
applicable to Depository arrangements.

Unless otherwise  specified in  the applicable  Prospectus Supplement,  Debt
Securities which are to be represented by a Global Security to be deposited with
or on behalf of a Depository will be represented by a Global Security registered
in  the name of such Depository or its nominee. Upon the issuance of such Global
Security and  the deposit  of such  Global Security  with or  on behalf  of  the
Depository  for  such  Global  Security,  the  Depository  will  credit  on  its
book-entry registration and transfer system the respective principal amounts  of
the  Debt  Securities represented  by such  Global Security  to the  accounts of
institutions  that  have   accounts  with   such  Depository   or  its   nominee
("participants").  The  accounts  to  be  credited  will  be  designated  by the
underwriters or agents of such  Debt Securities or by  the Company if such  Debt
Securities are offered and sold directly by the Company. Ownership of beneficial
interests  in such  Global Security will  be limited to  participants or persons
that may hold interests through participants. Ownership of beneficial  interests
by  participants in such Global  Security will be shown  on, and the transfer of
that ownership interest will be effected only through, records maintained by the
Depository for such Global Security.  Ownership of beneficial interests in  such
Global  Security by persons that hold through participants will be shown on, and
the transfer of that ownership interest within such participant will be effected
only  through,  records  maintained  by  such  participant.  The  laws  of  some
jurisdictions  require  that  certain  purchasers  of  securities  take physical
delivery of such securities in certificated form. The foregoing limitations  and
such laws may impair the ability to transfer beneficial interests in such Global
Securities.

So  long  as the  Depository for  a Global  Security or  its nominee  is the
registered owner of such  Global Security, such Depository  or such nominee,  as
the  case  may be,  will be  considered the  sole  owner or  holder of  the Debt
Securities represented  by  such Global  Security  for all  purposes  under  the
Indenture.  Unless otherwise specified in  the applicable Prospectus Supplement,
owners of beneficial interests in such  Global Security will not be entitled  to
have  Debt  Securities  of  the  series  represented  by  such  Global  Security
registered in their names, will not  receive or be entitled to receive  physical
delivery  of Debt Securities of such series in certificated form and will not be
considered  the  holders   thereof  for  any   purposes  under  the   Indenture.
Accordingly,  each person owning  a beneficial interest  in such Global Security
must rely on  the procedures  of the  Depository and, if  such person  is not  a
participant, on the procedures of the participant through which such person owns
its interest to exercise any rights of a holder under the Indenture. The Company
understands that, under existing industry practices, if the Company requests any
action  of holders or an owner of  a beneficial interest in such Global Security
desires to give any notice  or take any action a  holder is entitled to give  or
take  under the  Indenture, the Depository  would authorize  the participants to
give  such  notice  or  take  such  action,  and  participants  would  authorize
beneficial  owners owning through such participants  to give such notice or take
such action or would  otherwise act upon the  instructions of beneficial  owners
owning through them.

Principal  of and  any premium  and interest  on a  Global Security  will be
payable in the manner described in the applicable Prospectus Supplement.

RESIGNATION OF TRUSTEE

The Trustee may resign or be removed  with respect to one or more series  of
Debt  Securities and a successor Trustee may be appointed to act with respect to
such series. (Section 6.8) In the event  that two or more persons are acting  as
Trustee  with respect  to different series  of Debt Securities  issued under the
Indenture, each such Trustee shall be a  trustee of a trust under the  Indenture
separate  and  apart  from the  trust  administered  by any  other  such Trustee
(Section 6.9), and any action described herein to be taken by the 'Trustee"  may
then  be taken by each  such Trustee with respect to,  and only with respect to,
the one or more series of Debt Securities for which it is Trustee.

17

CERTAIN DEFINITIONS

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

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

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

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

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

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

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

"Indebtedness" means, with respect  to any Person, at  any date, any of  the
following,  without duplication, (i) any  liability, contingent or otherwise, of
such Person (A) for borrowed money (whether or not the recourse of the lender is
to the whole of  the assets of such  Person or only to  a portion thereof),  (B)
evidenced by a note, bond, debenture, settlement agreement or similar instrument
or  (C) for the payment  of money relating to  a Capitalized Lease Obligation or
other obligation (whether issued or  assumed) relating to the deferred  purchase
price  of property;  (ii) all conditional  sale obligations  and all obligations
under any title  retention agreement  (even if the  rights and  remedies of  the
seller  under such agreement in the event of default are limited to repossession
or sale of such property), but  excluding trade accounts payable arising in  the
ordinary  course of business; (iii) all obligations for the reimbursement of any
obligor  on  any  letter  of  credit,  banker's  acceptance  or  similar  credit
transaction other than entered into in the ordinary course of business; (iv) all
indebtedness  of others secured by (or for which the holder of such indebtedness
has an existing right, contingent or

18

otherwise, to  be secured  by) any  Lien on  any asset  or property  (including,
without  limitation, leasehold  interests and  any other  tangible or intangible
property) of such Person,  whether or not such  indebtedness is assumed by  such
Person  or is not otherwise such Person's legal liability; provided, that if the
obligations so secured  have not  been assumed  in full  by such  Person or  are
otherwise  not  such  Person's  legal  liability in  full,  the  amount  of such
indebtedness for the purposes of this definition shall be limited to the  lesser
of the amount of such indebtedness secured by such Lien or the fair market value
of the assets of the property securing such Lien; (v) all indebtedness of others
(including  all interest and dividends on any Indebtedness or preferred stock of
any  other  Person  for  the  payment  of  which  is)  guaranteed,  directly  or
indirectly,  by such Person  or that is  otherwise its legal  liability or which
such Person has agreed  to purchase or  repurchase or in  respect of which  such
Person  has agreed contingently to supply or advance funds; and (vi) obligations
in respect of Currency Agreements and Interest Swap Obligations.

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

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

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

"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  Property" means any manufacturing plant or other facility having
a gross book value in  excess of 1% of Consolidated  Net Tangible Assets at  the
time  of  determination  thereof and  owned  or  leased by  the  Company  or any
Restricted Subsidiary and located in the United States of America, Canada or the
Commonwealth of Puerto Rico,  other than any such  manufacturing plant or  other
facility  or portion thereof which, in the opinion of the Board of Directors, is
not of material  importance to  the business conducted  by the  Company and  its
Subsidiaries as a whole.

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

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

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

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

"Unrestricted Subsidiary" means (a)  any Subsidiary of  the Company that  at
the  time of determination shall be designated an Unrestricted Subsidiary by the
Board of Directors in  the manner provided  below and (b)  any Subsidiary of  an
Unrestricted Subsidiary. The Board of Directors may

19

designate  any  Subsidiary  of  the  Company  (including  any  newly-acquired or
newly-formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary
owns any Capital Stock  of, or owns or  holds any lien on  any property of,  the
Company  or any other Subsidiary of the Company  that is not a Subsidiary of the
Subsidiary so  designated;  provided, however,  that  the Subsidiary  to  be  so
designated has total assets of $5 million or less.

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

DESCRIPTION OF DEBT WARRANTS

The  Company may  issue (together with  Debt Securities  or separately) Debt
Warrants for the purchase of Debt Securities ("Offered Debt Warrants"). The Debt
Warrants are  to  be issued  under  warrant  agreements (each  a  "Debt  Warrant
Agreement")  to be entered into between the Company and a bank or trust company,
as warrant agent (the "Debt  Warrant Agent"), all as shall  be set forth in  the
Prospectus Supplement relating to Debt Warrants being offered thereby. A copy of
the  form of Debt Warrant Agreement,  including the form of warrant certificates
representing the Debt Warrants (the "Debt Warrant Certificates"), reflecting the
alternative provisions to be included in  the Debt Warrant Agreements that  will
be  entered into with respect to particular offerings of Debt Warrants, is filed
as an exhibit to the Registration Statement. The following summaries of  certain
provisions  of the Debt  Warrant Agreement and the  Debt Warrant Certificates do
not purport  to be  complete and  are subject  to, and  are qualified  in  their
entirety  by reference to, all the provisions  of the Debt Warrant Agreement and
the Debt Warrant Certificates,  respectively, including the definitions  therein
of certain terms.

GENERAL

The  Prospectus  Supplement  will describe  the  terms of  the  Offered Debt
Warrants, the Debt Warrant Agreement relating to such Debt Warrants and the Debt
Warrant Certificates representing such Debt Warrants, including the following:

(1) The title and aggregate number of such Debt Warrants.

(2) The offering price of such Debt Warrants.

(3) The  designation,  aggregate  principal amount  and  terms  of  the
Underlying Debt Securities purchasable upon exercise of such Debt Warrants.

(4)  The  designation,  aggregate  principal amount  and  terms  of any
related Debt Securities  with which such  Debt Warrants are  issued and  the
number of such Debt Warrants issued with each such Debt Security.

(5)  The date, if  any, on and  after which such  Debt Warrants and the
related Debt Securities will be separately transferable.

(6) The principal amount of Underlying Debt Securities purchasable upon
exercise of each  such Debt Warrant  and the price  at which such  principal
amount of Debt Securities may be purchased upon such exercise.

(7)  The date on which  the right to exercise  such Debt Warrants shall
commence and the  date on  which such  right shall  expire (the  "Expiration
Date").

(8) A discussion of federal income tax considerations applicable to the
Underlying Debt Securities and the exercise of such Debt Warrants.

20

(9) Whether the Debt Warrant Certificates evidencing such Debt Warrants
will  be issued in registered or bearer form, and, if registered, where they
may be transferred and registered.

(10) Any other terms of such Debt Warrants.

Debt  Warrant  Certificates  will  be  exchangeable  for  new  Debt  Warrant
Certificates  of different denominations  and Debt Warrants  may be exercised at
the corporate  trust  office of  the  Debt Warrant  Agent  or any  other  office
indicated  in the  Prospectus Supplement.  Prior to  the exercise  of their Debt
Warrants, holders of Debt Warrants will not be entitled to payments of principal
(or premium, if any) or interest, if  any, on or Additional Amounts, if any,  in
respect of the Underlying Debt Securities purchasable upon such exercise.

EXERCISE OF DEBT WARRANTS

Each  Debt Warrant will entitle the holder  of such Debt Warrant to purchase
for cash such principal  amount of Underlying Debt  Securities at such  exercise
price  as  shall be  set  forth in,  or  be determinable  as  set forth  in, the
Prospectus Supplement  relating  to  the Offered  Debt  Warrants.  Offered  Debt
Warrants  may  be exercised  at any  time up  to  the close  of business  on the
Expiration Date set forth in  the Prospectus Supplement relating thereto.  After
the  close of  business on the  Expiration Date, unexercised  Debt Warrants will
become void.

Offered Debt  Warrants may  be  exercised as  set  forth in  the  Prospectus
Supplement  relating  thereto.  Upon receipt  of  payment and  the  Debt Warrant
Certificate properly completed and duly  executed at the corporate trust  office
of  the  Debt Warrant  Agent or  any  other office  indicated in  the Prospectus
Supplement, the Company  will, as  soon as practicable,  forward the  Underlying
Debt  Securities purchasable upon  such exercise. If  less than all  of the Debt
Warrants represented by such Debt Warrant Certificate are exercised, a new  Debt
Warrant Certificate will be issued for the remaining amount of Debt Warrants.

DESCRIPTION OF PREFERRED STOCK

Under   its  Restated   Certificate  of   Incorporation,  as   amended  (the
"Certificate of Incorporation"), the Company is authorized to adopt  resolutions
providing for the issuance, in one or more series, of up to 15,000,000 shares of
its  preferred  stock,  $1.00  par  value,  with  such  powers,  preferences and
relative, participating, optional  or other special  rights and  qualifications,
limitations  or  restrictions  thereof  as  shall be  adopted  by  the  Board of
Directors or a duly authorized committee thereof. The Company has no outstanding
shares of preferred  stock. However,  450,000 shares  of a  series of  preferred
stock  have been designated  as Series A  Junior Preferred Stock  (the "Series A
Junior Preferred Stock") and are reserved for issuance upon exercise of  certain
preferred  stock purchase  rights associated  with each  share of  the Company's
common stock (the "Common Stock") pursuant to the Company's Rights Agreement.

The description below sets forth certain general terms and provisions of the
shares of preferred  stock covered  by this  Prospectus, which  are referred  to
herein as the "Preferred Stock." The specific terms of the Preferred Stock to be
offered  (the "Offered  Preferred Stock")  will be  described in  the Prospectus
Supplement relating to such Offered Preferred Stock. The following summaries  of
certain  provisions of the Preferred Stock do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, the Certificate
of Incorporation and the Certificate  of Designation relating to the  particular
series of Preferred Stock.

If  so  indicated in  the Prospectus  Supplement, the  terms of  the Offered
Preferred Stock may differ from the terms set forth below.

21

GENERAL

Unless otherwise  specified in  the Prospectus  Supplement relating  to  the
Offered Preferred Stock, each series of Preferred Stock will rank on a parity as
to  dividends,  upon  liquidation  and  in all  other  respects  with  all other
preferred stock of  the Company,  except the  Series A  Junior Preferred  Stock,
which will, if issued, rank junior to all series of Preferred Stock.

The  Preferred Stock will, when issued, be fully paid and nonassessable. The
Preferred Stock will  not be convertible  into shares of  Common Stock or  other
shares  of the Company and  holders thereof will have  no preemptive rights. The
Preferred Stock  will  have the  dividend,  liquidation, redemption  and  voting
rights  set forth below  unless otherwise provided  in the Prospectus Supplement
relating to the Offered Preferred Stock.

Reference is  made to  the  Prospectus Supplement  relating to  the  Offered
Preferred Stock offered thereby for specific terms, including:

(1) The title and stated value of such Preferred Stock.

(2)   The  number  of  shares  of  such  Preferred  Stock  offered,  the
liquidation preference per share  and the offering  price of such  Preferred
Stock.

(3) The dividend rate(s), period(s) and/or payment date(s) or methods of
calculation thereof applicable to such Preferred Stock.

(4)  The  date  from  which  dividends  on  such  Preferred  Stock shall
accumulate, if applicable.

(5) The procedures  for any  auction and  remarketing, if  any, of  such
Preferred Stock.

(6) The provision for a sinking fund, if any, for such Preferred Stock.

(7)  The  provision for  redemption,  if applicable,  of  such Preferred
Stock.

(8) Any listing of such Preferred Stock on any securities exchange.

(9) Any  other  specific  terms,  preferences,  rights,  limitations  or
restrictions of such Preferred Stock.

Subject  to  the  terms  of  the  Offered  Preferred  Stock,  the  remaining
authorized shares of undesignated preferred stock  may be issued by the  Company
in one or more series, at any time or from time to time, with such designations,
preferences  and relative, participating,  optional or other  special rights and
qualifications, limitations or restrictions thereof,  as the Board of  Directors
or  any duly authorized  committee thereof shall  determine, all without further
action of the  stockholders, including  holders of  the preferred  stock of  the
Company.

As  used herein, the  term "Pari Passu Preferred"  means the Preferred Stock
and any shares  of stock  issued by  the Company ranking  on a  parity with  the
Preferred  Stock as to payment of dividends and upon distribution of assets, and
the term "Junior Stock"  means the Common Stock,  the Series A Junior  Preferred
Stock and any other stock issued by the Company ranking junior to the Pari Passu
Preferred.

DIVIDENDS

Holders  of the  Offered Preferred  Stock will  be entitled  to receive cash
dividends, when, as and if declared by  the Board of Directors out of assets  of
the  Company legally available  for payment, at  such rate and  on such dates as
will be set forth in the applicable Prospectus Supplement. Each dividend will be
payable to holders of record as they appear on the stock books of the Company on
the record dates fixed by the Board of Directors. Dividends, if cumulative, will
be cumulative from  and after the  date set forth  in the applicable  Prospectus
Supplement.  If, for any dividend period or periods, dividends on any Pari Passu
Preferred have not been paid or declared and set apart for payment, the  Company
may  not declare any dividends (except a  dividend payable in Junior Stock or in
options, rights or warrants to purchase or acquire Junior Stock) on, or make any
distribution (except as aforesaid) on the Junior

22

Stock, or  make any  payment on  account of  the purchase,  redemption or  other
retirement  of Junior Stock  (except out of  the proceeds of  the sale of Junior
Stock). Dividends in full may not be  declared or paid or set apart for  payment
on any series of Pari Passu Preferred unless (i) there shall be no arrearages in
dividends  for any past dividend  periods on any series  of Pari Passu Preferred
and (ii) to the extent that such dividends are cumulative, dividends in full for
the current  dividend  period have  been  declared or  paid  on all  Pari  Passu
Preferred.  Any dividends declared  or paid when dividends  are not so declared,
paid or set apart in full shall be  shared ratably by the holders of all  series
of  Pari  Passu  Preferred  in  proportion  to  such  respective  arrearages and
undeclared and unpaid current cumulative dividends. No interest, or sum of money
in lieu of  interest, shall be  payable in  respect of any  dividend payment  or
payments which may be in arrears.

LIQUIDATION RIGHTS

In  the event  of any voluntary  or involuntary  liquidation, dissolution or
winding up of the Company,  the holders of the  Offered Preferred Stock will  be
entitled  to receive out of assets of  the Company available for distribution to
stockholders, before any distribution of assets is made to holders of any Junior
Stock, liquidating  distributions in  the  amount set  forth in  the  applicable
Prospectus  Supplement  plus  all accrued  and  unpaid dividends.  If,  upon any
voluntary or involuntary liquidation, dissolution or winding up of the  Company,
the  amounts payable with  respect to the  Pari Passu Preferred  are not paid in
full, the  holders  of Pari  Passu  Preferred will  share  ratably in  any  such
distribution  of  assets of  the Company  in proportion  to the  full respective
preferential amounts  to which  they are  entitled. After  payment of  the  full
amount  of the liquidating distribution to  which they are entitled, the holders
of the Pari Passu Preferred will not be entitled to any further participation in
any distribution of  assets by  the Company. A  consolidation or  merger of  the
Company  with  or into  any  corporation or  corporations or  a  sale of  all or
substantially all of  the assets  of the  Company shall not  be deemed  to be  a
liquidation, dissolution or winding up of the Company.

REDEMPTION

If so determined by the Board of Directors, the Offered Preferred Stock will
be redeemable in whole or in part at the option of the Company, at the times and
at the redemption prices set forth in the applicable Prospectus Supplement.

If  dividends on any  series of Pari  Passu Preferred have  not been paid in
full or declared and set  apart for payment, no  series of Pari Passu  Preferred
may be redeemed as a whole or in part, unless all series of Pari Passu Preferred
are  simultaneously redeemed,  and the Company  may not purchase  or acquire any
shares of Pari Passu Preferred otherwise than pursuant to an exchange offer made
on the same terms to all holders of Pari Passu Preferred, without in either case
the consent of the holders  of at least two-thirds  of all Pari Passu  Preferred
voting together as a single class without regard to series.

VOTING RIGHTS

Except  as indicated  below or  in the  Prospectus Supplement,  or except as
expressly required by applicable  law, the holders of  the Preferred Stock  will
not be entitled to vote. If the equivalent of six quarterly dividends payable on
any  series of Preferred Stock or any  other series of Pari Passu Preferred that
has comparable  voting  rights  are  in default  (whether  or  not  declared  or
consecutive),  the number of directors of the  Company shall be increased by two
and the holders of all outstanding series of Preferred Stock and such Pari Passu
Preferred (whether or not dividends thereon are in default), voting as a  single
class  without regard to  series, will be  entitled to elect  the two additional
directors until all  dividends in  default have been  paid or  declared and  set
apart  for payment. The holders of Preferred Stock and such Pari Passu Preferred
may exercise such special  class voting rights at  meetings of the  stockholders
for  the  election  of directors  or,  under certain  circumstances,  at special
meetings for the purpose of electing such directors, in either case at which the
holders of  not  less  than one-third  of  the  aggregate number  of  shares  of
Preferred Stock and such Pari Passu Preferred are present in person or by proxy.

The  affirmative  vote  of  the  holders  of  at  least  two-thirds  of  the
outstanding Pari Passu  Preferred, voting as  a single class  without regard  to
series, will be required (i) for any amendment of the

23

Certificate  of Incorporation that will adversely affect the preferences, rights
or voting powers of the Pari Passu Preferred,  but, in any case in which one  or
more,  but not all,  series of Pari Passu  Preferred would be  so affected as to
their preferences, rights or voting powers,  only the consent of the holders  of
at  least two-thirds  of the shares  of each  series that would  be so affected,
voting separately as a class,  shall be required or (ii)  to issue any class  of
stock  that shall have preference as to dividends or distribution of assets over
any outstanding Pari Passu Preferred.

DESCRIPTION OF PREFERRED WARRANTS

The Company  may  issue,  together  with  other  securities  or  separately,
Preferred  Warrants for the purchase of  Preferred Stock. The Preferred Warrants
are to be issued under Preferred  Warrant Agreements (each a "Preferred  Warrant
Agreement")  to be entered into between the Company and a bank or trust company,
as preferred warrant agent (the "Preferred Warrant Agent"), all as set forth  in
the  Prospectus Supplement  relating to Preferred  Warrants in  respect of which
this Prospectus is  being delivered.  A copy of  the form  of Preferred  Warrant
Agreement, including the form of Warrant Certificates representing the Preferred
Warrants  (the "Preferred Warrant Certificates") reflecting the provisions to be
included in the  Preferred Warrant  Agreements that  will be  entered into  with
respect to particular offerings of Preferred Warrants, is filed as an exhibit to
the Registration Statement. The following summaries of certain provisions of the
Preferred  Warrant  Agreement  and  the Preferred  Warrant  Certificates  do not
purport to be complete and are subject  to, and are qualified in their  entirety
by  reference to, all the provisions of  the Preferred Warrant Agreement and the
Preferred Warrant Certificates, respectively, including the definitions  therein
of certain capitalized terms not defined herein.

GENERAL

Reference  is made to  the Prospectus Supplement for  the terms of Preferred
Warrants in respect of which this  Prospectus is being delivered, the  Preferred
Warrant  Agreement relating to such Preferred Warrants and the Preferred Warrant
Certificates representing such Preferred Warrants, including the following:  (1)
the  offering price of such Preferred Warrants,  if any; (2) the designation and
terms of  the  Preferred  Stock  purchasable upon  exercise  of  such  Preferred
Warrants  and the  procedures and  conditions relating  to the  exercise of such
Preferred Warrants; (3) the number of shares of Preferred Stock purchasable upon
exercise of each Preferred  Warrant and the initial  price at which such  shares
may be purchased upon exercise; (4) the date on which the right to exercise such
Preferred  Warrants shall commence and the date on which such right shall expire
(the "Preferred Warrant Expiration  Date"); (5) a  discussion of federal  income
tax  considerations applicable to  the exercise of  Preferred Warrants; (6) call
provisions of such Preferred Warrants,  if any; and (7)  any other terms of  the
Preferred  Warrants. The shares of Preferred Stock issuable upon the exercise of
the Preferred  Warrants  will, when  issued  in accordance  with  the  Preferred
Warrant Agreement, be fully paid and nonassessable.

Prior  to the  exercise of  their Preferred  Warrants, holders  of Preferred
Warrants will not, solely by virtue of such holdings, have any of the rights  of
holders  of the Preferred Stock purchasable upon  such exercise, and will not be
entitled to any dividend payments on  the Preferred Stock purchasable upon  such
exercise.

EXERCISE OF PREFERRED WARRANTS

Each  Preferred Warrant  will entitle the  holder to purchase  for cash such
number of shares of Preferred Stock at such exercise price as shall in each case
be set forth in, or be determinable  as set forth in, the Prospectus  Supplement
relating  to the Preferred Warrants  offered thereby. Unless otherwise specified
in the applicable Prospectus Supplement, Preferred Warrants may be exercised  at
any  time up to the  close of business on  the Preferred Warrant Expiration Date
set forth in the applicable Prospectus  Supplement. After the close of  business
on  the Preferred Warrant  Expiration Date, unexercised  Preferred Warrants will
become void.

24

Preferred  Warrants  may  be  exercised  as  set  forth  in  the  Prospectus
Supplement  relating  to  the  Preferred  Warrants  in  respect  of  which  this
Prospectus is being delivered. Upon receipt of payment and the Preferred Warrant
Certificates properly completed and duly executed at the corporate trust  office
of  the Preferred Warrant Agent or any  other office indicated in the Prospectus
Supplement, the  Company will,  as soon  as practicable,  forward a  certificate
representing  the  number of  shares of  Preferred  Stock purchasable  upon such
exercise. If  less  than all  of  the  Preferred Warrants  represented  by  such
Preferred  Warrant Certificates are exercised, a new Warrant Certificate will be
issued for the remaining amount of Preferred Warrants.

DESCRIPTION OF CURRENCY WARRANTS

The Company may  issue, together with  Debt Securities or  Debt Warrants  or
separately,  Currency  Warrants  either in  the  form of  Currency  Put Warrants
entitling the holders thereof  to receive from the  Company the Cash  Settlement
Value  in U.S. dollars  of the right to  sell a specified  amount of a specified
foreign currency or currency units for a specified amount of U.S. dollars, or in
the form of Currency Call Warrants entitling the holders thereof to receive from
the Company the Cash Settlement Value in U.S. dollars of the right to purchase a
specified amount  of  a specified  foreign  currency  or currency  units  for  a
specified  amount of U.S. dollars. The spot exchange rate of the applicable Base
Currency, upon exercise, as compared to the U.S. dollar, will determine  whether
the  Currency Warrants have  a Cash Settlement  Value on any  given day prior to
their expiration.

The Currency Warrants are to be issued under a Currency Warrant Agreement to
be entered into between  the Company and  a bank or  trust company, as  currency
warrant agent (the "Currency Warrant Agent"), all as set forth in the applicable
Prospectus  Supplement.  A  copy  of the  form  of  Currency  Warrant Agreement,
including the forms of global Warrant Certificates representing the Currency Put
Warrants and  Currency  Call  Warrants (the  "Currency  Warrant  Certificates"),
reflecting  the provisions to be included in the Currency Warrant Agreement that
will be entered into with respect to particular offerings of Currency  Warrants,
is  filed as an  exhibit to the  Registration Statement. The  description of the
Currency Warrants  contained  herein  and the  following  summaries  of  certain
provisions   of  the  Currency  Warrant   Agreement  and  the  Currency  Warrant
Certificates do not purport to be complete and are subject to, and are qualified
in their entirety by  reference to, all the  provisions of the Currency  Warrant
Agreement  and the  Currency Warrant  Certificates, respectively,  including the
definitions therein of certain capitalized terms not defined herein.

GENERAL

Reference is made  to the Prospectus  Supplement for the  terms of  Currency
Warrants  in respect of  which this Prospectus is  being delivered, the Currency
Warrant Agreement relating to  such Currency Warrants  and the Currency  Warrant
Certificates  representing such Currency Warrants,  including the following: (1)
whether such  Currency Warrants  will be  Currency Put  Warrants, Currency  Call
Warrants, or both; (2) the formula for determining the Cash Settlement Value, if
any, of each Currency Warrant; (3) the procedures and conditions relating to the
exercise  of such Currency Warrants; (4)  the circumstances which will cause the
Currency Warrants to be  deemed to be automatically  exercised; (5) any  minimum
number  of Currency Warrants which must be exercised at any one time, other than
upon automatic exercise; and (6)  the date on which  the right to exercise  such
Currency  Warrants will commence  and the date  on which such  right will expire
(the "Currency Warrant Expiration Date").

BOOK-ENTRY PROCEDURES AND SETTLEMENT

Except as may otherwise be provided in the applicable Prospectus Supplement,
the Currency Warrants  will be  issued in the  form of  global Currency  Warrant
Certificates,  registered in the name of  the depository or its nominee. Holders
will not be  entitled to receive  definitive certificates representing  Currency
Warrants.  A holder's  ownership of  a Currency Warrant  will be  recorded on or
through the records of  the brokerage firm or  other entity that maintains  such
holder's  account. In  turn, the  total number of  Currency Warrants  held by an
individual brokerage firm for its clients will be

25

maintained on the records of the depository  in the name of such brokerage  firm
or  its agent. Transfer  of ownership of  any Currency Warrant  will be effected
only through the selling holder's brokerage firm.

EXERCISE OF CURRENCY WARRANTS

Each Currency Warrant will entitle the holder to receive the Cash Settlement
Value of such Currency Warrant on the applicable Exercise Date, in each case  as
such  terms  will be  defined in  the applicable  Prospectus Supplement.  If not
exercised prior to 3:00 P.M., New York City time, on the fifth New York Business
Day preceding the Currency  Warrant Expiration Date,  Currency Warrants will  be
deemed automatically exercised on the Currency Warrant Expiration Date.

PLAN OF DISTRIBUTION

GENERAL

The  Company may sell the Securities  to or through underwriters or dealers,
and may also sell  the Securities directly  to one or  more other purchasers  or
through  agents. It is anticipated that such underwriters or agents will consist
of Merrill  Lynch &  Co., Merrill  Lynch, Pierce,  Fenner &  Smith  Incorporated
acting  alone or  as representative of  a group of  underwriters. The Prospectus
Supplement with respect to a particular series of Securities will set forth  the
terms  of the offering  of such Securities,  including the name  or names of any
underwriters, dealers or agents, the purchase  price of such Securities and  the
proceeds  to the  Company from such  sale, any underwriting  discounts and other
items constituting underwriters' compensation, any initial public offering price
and any discounts, commissions  or concessions allowed or  reallowed or paid  to
dealers,  and any bidding or auction process. Any initial offering price and any
discounts, concessions or commissions  allowed or reallowed  or paid to  dealers
may be changed from time to time.

If  underwriters  are  used  in  an  offering  of  a  particular  series  of
Securities, such Securities will be acquired  by the underwriters for their  own
account.  The  Securities  may  be  sold  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. The Securities may be
offered  to the public either through underwriting syndicates represented by one
or more managing  underwriters or directly  by one  or more of  such firms.  The
specific  managing underwriter or underwriters, if any, will be set forth in the
Prospectus Supplement relating  to a  particular series  of Securities  together
with  the members  of the underwriting  syndicate, if any.  Unless otherwise set
forth  in  the  Prospectus  Supplement  relating  to  a  particular  series   of
Securities,  the  obligations of  the underwriters  to  purchase such  series of
Securities will  be subject  to certain  conditions precedent  and each  of  the
underwriters  with respect  to such  series of  Securities will  be obligated to
purchase all  of  the Securities  of  such series  if  any such  Securities  are
purchased.

The  Securities may be offered  and sold directly by  the Company or through
agents designated by the  Company from time to  time. The Prospectus  Supplement
will  set forth  the name  of any  agent involved  in the  offer or  sale of the
Securities in respect of  which the Prospectus Supplement  is delivered and  any
commissions  payable by the Company to such agent. Unless otherwise indicated in
the Prospectus Supplement, any such agent is acting on a best efforts basis  for
the period of its appointment.

Any underwriters, dealers or agents participating in the distribution of the
Securities  may be  deemed to be  underwriters and any  discounts or commissions
received by them on  the sale or resale  of the Securities may  be deemed to  be
underwriting discounts and commissions under the Securities Act. Agents, dealers
and  underwriters  may  be  entitled, under  agreements  entered  into  with the
Company,  to  indemnification  by  the  Company  against  certain   liabilities,
including liabilities under the Securities Act, and to contribution with respect
to payments which the agents, dealers or underwriters may be required to make in
respect  thereof. Agents,  dealers and  underwriters may  engage in transactions
with or perform services for the Company in the ordinary course of business.  It
is  not anticipated  that any  of the  Securities will  be listed  on a national
securities exchange. No assurance can be given that

26

any broker-dealer will make  a market in any  series or issuance of  Securities,
and,  in any event, no assurance can be given as to the liquidity of the trading
market for  any of  the Securities.  The Prospectus  Supplement will  state,  if
known,  whether  or  not any  broker-dealer  intends  to make  a  market  in the
Securities in respect of  which such Prospectus Supplement  is delivered. If  no
such determination has been made, the Prospectus Supplement will so state.

DELAYED DELIVERY ARRANGEMENTS

If so indicated in the Prospectus Supplement relating to a particular series
of  Securities, the  Company will authorize  underwriters, dealers  or agents to
solicit offers by  certain institutions  to purchase Securities  of such  series
from  the Company pursuant  to delayed delivery  contracts providing for payment
and delivery on  a future date.  Institutions with which  such contracts may  be
made  include commercial and savings  banks, insurance companies, pension funds,
investment companies, educational and charitable institutions and others, but in
all cases will be subject to the approval of the Company. The obligations of any
purchaser under any  such contract  will be subject  to the  condition that  the
purchase of the Securities shall not at the time of delivery be prohibited under
the   laws  of  the  jurisdiction  to  which  such  purchaser  is  subject.  The
underwriters, dealers and agents will not have any responsibility in respect  of
the validity or performance of such contracts.

EXPERTS

The  consolidated financial statements and  related schedules of the Company
incorporated by reference or included in the Company's Annual Report (Form 10-K)
for the year ended  January 1, 1994  have been audited  by Arthur Andersen  LLP,
independent  public  accountants,  as  indicated in  their  report  with respect
thereto, and are included  herein by reference in  reliance upon such report  of
said  firm and  upon such authority  of such  firm as experts  in accounting and
auditing.

LEGAL OPINIONS

The validity of the Securities will be passed upon for the Company by Grippo
& Elden, 227  West Monroe Street,  Suite 3600,  Chicago, IL 60606,  and for  the
agents  or underwriters, if  any, by Skadden,  Arps, Slate, Meagher  & Flom, 333
West Wacker Drive, Suite 2100, Chicago, IL 60606. Skadden, Arps, Slate,  Meagher
& Flom has from time to time acted as counsel in certain matters to the Company.

27

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

NO  DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE  ANY REPRESENTATIONS OTHER  THAN THOSE CONTAINED  OR INCORPORATED  BY
REFERENCE  IN  THIS PROSPECTUS  IN  CONNECTION WITH  THE  OFFERING MADE  BY THIS
PROSPECTUS AND, IF GIVEN OR MADE,  SUCH INFORMATION OR REPRESENTATIONS MUST  NOT
BE   RELIED  UPON  AS  HAVING   BEEN  AUTHORIZED  BY  THE   COMPANY  OR  BY  THE
UNDERWRITER[S]. NEITHER  THE  DELIVERY OF  THIS  PROSPECTUS NOR  ANY  SALE  MADE
THEREUNDER  SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS
BEEN NO  CHANGE IN  THE  AFFAIRS OF  THE COMPANY  SINCE  THE DATE  HEREOF.  THIS
PROSPECTUS  DOES  NOT  CONSTITUTE AN  OFFER  OR  SOLICITATION BY  ANYONE  IN ANY
JURISDICTION IN WHICH SUCH OFFER OR  SOLICITATION IS NOT AUTHORIZED OR IN  WHICH
THE  PERSON MAKING SUCH  OFFER OR SOLICITATION IS  NOT QUALIFIED TO  DO SO OR TO
ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.

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

TABLE OF CONTENTS

PAGE
-----

Available Information..........................           2
Incorporation Of Certain Documents By
Reference.....................................           2
The Company....................................           3
Use Of Proceeds................................           4
Risk Factors Relating To Currencies And
Currency Warrants.............................           4
Ratio Of Earnings To Fixed Charges.............           4
Description Of Debt Securities.................           5
Description Of Debt Warrants...................          20
Description Of Preferred Stock.................          21
Description Of Preferred Warrants..............          24
Description Of Currency Warrants...............          25
Plan Of Distribution...........................          26
Experts........................................          27
Legal Opinions.................................          27

$300,000,000

SNAP-ON INCORPORATED

DEBT SECURITIES, DEBT
WARRANTS, PREFERRED
STOCK, PREFERRED WARRANTS
AND CURRENCY WARRANTS

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

PROSPECTUS

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

[UNDERWRITERS]

[           , 1994]

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

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Securities and Exchange Commission filing fee.........................  $103,448.10
Rating Agency fees....................................................   120,000.00*
Trustee's fees and expenses...........................................     8,500.00*
Blue sky fees and expenses (including counsel fees)...................    20,000.00*
Printing and engraving expenses.......................................    10,000.00*
Accountants' fees and expenses........................................     2,500.00*
Legal fees and expenses...............................................    65,000.00*
Miscellaneous.........................................................    20,551.90*
-----------
Total.............................................................  $350,000.00
-----------
-----------

- ------------------------
*  Estimated

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section  145 of the Delaware General Corporation Law permits corporations to
indemnify directors and officers. The statute generally requires that to  obtain
indemnification  the director or officer must have  acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of  the
corporation;  and, additionally,  in criminal  proceedings, that  the officer or
director had no  reasonable cause to  believe his conduct  was unlawful. In  any
proceeding  by or  in the  right of the  corporation, no  indemnification may be
provided if  the director  or  officer is  adjudged  liable to  the  corporation
(unless  ordered by  the court).  Indemnification against  expenses actually and
reasonably incurred by a director or officer is required to the extent that such
director or  officer  is  successful  on  the  merits  in  the  defense  of  the
proceeding.  The Company's Bylaws provide  generally for indemnification, to the
fullest extent permitted by Delaware law, of  a director and officer who was  or
is  a party or is threatened to be made a party to or is involved in any action,
suit or proceeding, whether civil, criminal, administrative or investigative  (a
"proceeding"),  by reason of the fact that he is or was a director or officer of
the Company or was serving at the request of the Company as a director, officer,
employee or agent of certain other related entities. The Bylaws provide that the
indemnification will cover all costs, charges, expenses, liabilities and  losses
reasonably  incurred by the director or officer. The Bylaws further provide that
a director or officer has the right to be paid expenses incurred in defending  a
proceeding,  except  the  amount of  any  settlement,  in advance  of  its final
disposition upon receipt by the Company  of an undertaking from the director  or
officer  to repay  the advances if  it is  ultimately determined that  he is not
entitled to indemnification.

The Company has entered into Indemnification Agreements with its  directors.
The  Indemnification Agreements provide generally that the Company must promptly
advance the  director  all reasonable  costs  of defending  against  litigation.
However,  no indemnification will be made under the Agreement if the director is
found liable for willful misconduct, unless  the court finds that the nature  of
the  conduct is  such that  the director  is fairly  and reasonably  entitled to
indemnification. The  advance is  subject to  repayment if  stockholders,  legal
counsel,  a quorum  of disinterested directors  or a panel  of three arbitrators
find that the director has not met the required standards of conduct.

The directors and  officers of  the Company  are also  covered by  insurance
policies  indemnifying them (subject  to certain limits  and exclusions) against
certain liabilities, including certain liabilities arising under the  Securities
Act  of 1933, as amended, which might be incurred by them in such capacities and
against which they cannot be indemnified by the Company.

II-1

ITEM 16.  EXHIBITS.

EXHIBIT
NUMBER                                                    DESCRIPTION
- -------------  --------------------------------------------------------------------------------------------------------

1      Form of Underwriting Agreement for Debt Securities, Debt Warrants, Preferred Stock, Preferred Warrants
and Currency Warrants
4(a)   Form of Indenture between the Company and Firstar Trust Company, as Trustee
4(b)   Form of Note
4(c)   Form of Debt Warrant Agreement
4(d)   Form of Debt Warrant Certificate, included in Exhibit 4(c)
4(e)   Form of Preferred Warrant Agreement
4(f)   Form of Preferred Warrant Certificate, included in Exhibit 4(e)
4(g)   Form of Currency Warrant Agreement
4(h)   Form of Currency Warrant Certificate, included in Exhibit 4(g)
*4(i)   Restated Certificate of Incorporation, as amended
4(j)   Amended and Restated Bylaws
5      Opinion of Grippo & Elden
12      Computation of Ratio of Earnings to Fixed Charges
23(a)   Consent of Arthur Andersen LLP
23(b)   Consent of Grippo & Elden, included in Exhibit 5
24      Powers of Attorney (See Signature Pages)
25      Statement of Eligibility of Trustee on Form T-1

- ------------------------
*  To be filed by amendment.

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,  as
amended  (the "Securities Act of  1933"); (ii) to reflect  in the prospectus any
facts or events arising after the effective date of this 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
this  Registration Statement; and (iii) to include any material information with
respect  to  the  plan  of   distribution  not  previously  disclosed  in   this
Registration  Statement  or  any material  change  to such  information  in this
Registration Statement; provided,  however, that clauses  (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, as  amended (the  "Securities  Exchange Act  of 1934"),  that  are
incorporated  by  reference in  this Registration  Statement;  (2) that  for the
purposes 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; (4) 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 this  Registration  Statement  shall  be deemed  to  be  a  new  Registration
Statement  relating to the  securities offered herein, and  the offering of such
securities at that time  shall be deemed  to be the  initial bona fide  offering
thereof;  (5)  insofar  as  indemnification for  liabilities  arising  under the
Securities Act of 1933 may be  permitted to directors, officers and  controlling
persons  of the Registrant pursuant to the provisions described above in Item 15
or otherwise,  the  Registrant has  been  advised that  in  the opinion  of  the
Securities

II-2

and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933 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
Securities  Act of 1933 and  will be governed by  the final adjudication of such
issue; (6) 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 a  form of
prospectus filed by the Registrant pursuant  to Rule 424(b)(1) or (4) or  497(h)
under the Securities Act of 1933 shall be deemed to be part of this Registration
Statement  as of  the time  it was  declared effective;  (7) 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;  (8)  if  securities  are  to  be  offered  pursuant  to
competitive  bidding, to use its best efforts to distribute prior to the opening
of bids, to prospective bidders,  underwriters and dealers, a reasonable  number
of  copies of a prospectus which at  that time meets the requirements of Section
10(a) of the Securities Act of 1933,  and relating to the securities offered  at
competitive  bidding, as contained in  the registration statement, together with
any supplements  thereto; and  (9)  to file  an  amendment to  the  registration
statement  reflecting the  results of bidding,  the terms of  the reoffering and
related matters to the  extent required by the  applicable form, not later  than
the  first  use,  authorized by  the  issuer after  the  opening of  bids,  of a
prospectus relating to the securities offered at competitive bidding, unless  no
further  public offering of such  securities by the issuer  and no reoffering of
such securities by the purchasers is proposed to be made.

II-3

SIGNATURES

Pursuant  to the  requirements of  the Securities  Act of  1933, as amended,
Snap-on Incorporated certifies that it has reasonable grounds to believe that it
meets all 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 Kenosha, State  of Wisconsin, on September  23,
1994.

SNAP-ON INCORPORATED

By:        /s/ ROBERT A. CORNOG

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

Its: Chairman of the Board, President
and Chief Executive Officer

Each  person whose signature  appears below hereby  constitutes and appoints
Robert A. Cornog, Michael F. Montemurro and  Susan F. Marrinan and each of  them
severally,  acting  alone and  without the  other,  his or  her true  and lawful
attorney-in-fact and agent, with full power of substitution and  resubstitution,
for  him  or her  and  in his  or her  name,  place and  stead,  in any  and all
capacities, to sign any or all amendments to this Registration Statement and  to
file  the same,  with all  exhibits thereto,  and other  documents in connection
therewith, with  the  Securities and  Exchange  Commission, granting  unto  said
attorney-in-fact  and agent 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 or she might or could do in
person,  hereby  ratifying and  confirming  all that  said  attorney-in-fact and
agent, or  their substitute,  may lawfully  do or  cause to  be done  by  virtue
hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities indicated on September 23, 1994.

SIGNATURES                                               CAPACITY
- ------------------------------------------------------  ------------------------------------------------------

/s/ ROBERT A. CORNOG                         Chairman of the Board, President
-------------------------------------------                     and Chief Executive Officer
Robert A. Cornog                                 (Principal Executive Officer)

/s/ MICHAEL F. MONTEMURRO
-------------------------------------------                 Senior Vice President-Administration
Michael F. Montemurro                               (Principal Financial Officer)

/s/ GREGORY D. JOHNSON
-------------------------------------------                              Controller
Gregory D. Johnson                                (Principal Accounting Officer)

/s/ JAY H. SCHNABEL
-------------------------------------------                               Director
Jay H. Schnabel

/s/ RAYMOND F. FARLEY
-------------------------------------------                               Director
Raymond F. Farley

/s/ ARTHUR L. KELLY
-------------------------------------------                               Director
Arthur L. Kelly

II-4

SIGNATURES                                               CAPACITY
- ------------------------------------------------------  ------------------------------------------------------

/s/ ROXANNE J. DECYK
-------------------------------------------                               Director
Roxanne J. Decyk

/s/ BRUCE S. CHELBERG
-------------------------------------------                               Director
Bruce S. Chelberg

/s/ GEORGE W. MEAD
-------------------------------------------                               Director
George W. Mead

/s/ EDWARD H. RENSI
-------------------------------------------                               Director
Edward H. Rensi

/s/ DONALD W. BRINCKMAN
-------------------------------------------                               Director
Donald W. Brinckman

II-5

INDEX TO EXHIBITS

EXHIBIT
NUMBER                                                    DESCRIPTION
- -------------  --------------------------------------------------------------------------------------------------------

1      Form of Underwriting Agreement for Debt Securities, Debt Warrants, Preferred Stock, Preferred Warrants
and Currency Warrants
4(a)   Form of Indenture between the Company and Firstar Trust Company, as Trustee
4(b)   Form of Note
4(c)   Form of Debt Warrant Agreement
4(d)   Form of Debt Warrant Certificate, included in Exhibit 4(c)
4(e)   Form of Preferred Warrant Agreement
4(f)   Form of Preferred Warrant Certificate, included in Exhibit 4(e)
4(g)   Form of Currency Warrant Agreement
4(h)   Form of Currency Warrant Certificate, included in Exhibit 4(g)
*4(i)   Restated Certificate of Incorporation, as amended
4(j)   Amended and Restated Bylaws
5      Opinion of Grippo & Elden
12      Computation of Ratio of Earnings to Fixed Charges
23(a)   Consent of Arthur Andersen LLP
23(b)   Consent of Grippo & Elden, included in Exhibit 5
24      Powers of Attorney (See Signature Pages)
25      Statement of Eligibility of Trustee on Form T-1

<FN>
- ------------------------
*    To be filed by amendment.

[Form of Underwriting Agreement]

SNAP-ON INCORPORATED
(a Delaware corporation)

[Title of Securities]

TERMS AGREEMENT

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

Dated: ____________ __, ____

Attention:

Ladies and Gentlemen:

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

[Number of
Debt
Warrants]
[Shares of
Preferred
Stock]
[Number of
Preferred
Warrants]
[Principal        [Number of
Amount of        Currency
Underwriter                              Debt Securities     Warrants]
- -----------                              ---------------     ----------

_______           _______

Total               $       ]         $       ]
-------           -------
-------           -------

2

The Underwritten Securities shall have the following terms:

[Debt Securities
Title of Debt Securities:
Currency:
Principal amount to be issued:
Current ratings:  Moody's Investors Service, Inc.--  ;
Standard & Poor's Corporation--    .
Interest rate or formula:    %
Interest payment dates:
Date of maturity:
Redemption provisions:
Sinking fund requirements:
Delayed Delivery Contracts: [authorized] [not authorized]
[Date of delivery:
Minimum contract:
Maximum aggregate principal amount:
Fee:     %]
[Initial public offering price:   %, plus accrued interest, if any, or amortized
original issue discount, if any, from     , 199  .]
Purchase price:    %, plus accrued interest, if any, or amortized original issue
discount, if any, from     , 199  (payable in next day funds.)
Other terms:
[Closing date and location:]]

[Debt Warrants
Number of Debt Warrants to be issued:
Debt Warrant Agent:
Issuable jointly with Debt Securities:  [Yes]  [No]
[Number of Debt Warrants issued
with each $   principal amount of
Debt Securities:
Detachable data:]
Date from which Debt Warrants are exercisable:
Date on which Debt Warrants expire:
Exercise price(s) of Debt Warrants:
Initial public offering price:  $
Purchase price:  $
Title of Warrant Securities:
Principal amount purchasable upon exercise of one Debt Warrant:
Interest rate:        Payable:
Date of maturity:
Redemption provisions:

3

Sinking fund requirements:
[Delayed Delivery Contracts:  [authorized] [not authorized]
[Date of delivery:
Minimum contract:
Maximum amount:
Fee:     %]
Other terms:
[Closing date and location:]]

[Preferred Stock

Title of Securities:
Current Ratings:
Dividend Rate:  [$       ] [   %].  Payable:
Stated Value:
Liquidation Preference:
Ranking:
Public offering price per share: $      , plus accumulated dividends, if any,
from          , 19  .
Purchase price per share:  $       , plus accumulated dividends, if any
from          , 19  .
Additional co-managers, if any:
Redemption provisions:
Sinking fund requirements:
Number of Option Securities, if any, that may be purchased by the Underwriters:
Delayed Delivery Contracts:  [authorized] [not authorized]
[Date of Delivery:
Minimum Contract:
Maximum number of Shares:
Fee:             ]
Other terms:
[Closing date and location:]]

[Preferred Warrants

Number of Preferred Warrants to be issued:
Preferred Warrant Agent:
Issuable jointly with Preferred Stock: [Yes] [No]
[Number of Preferred Warrants issued with each
share of Preferred Stock:
Detachable Data:]
Date from which Preferred Warrants are exercisable:
Date on which Preferred Warrants expire:
Exercise Price of Preferred Warrants:

4

Initial Public Offering Price:  $
Purchase Price:  $
Delayed Delivery Contracts:  [authorized] [not authorized]
[Date of delivery:
Minimum contract:
Maximum amount:
Fee:    %]
Other Terms:
[Closing Date and Location:]]

[Currency Warrants

Type of Currency Warrants to be issued:
Number of Currency Warrants to be issued:
Currency Warrant Agent:
[Formula for determining Cash Settlement Value:]
Exercise Terms:
Date on which Currency Warrants expire:
Initial Public Offering Price:  $
Purchase Price:  $________
Delayed Delivery Contracts:  [authorized] [not authorized]
[Date of delivery:
Minimum contract:
Maximum amount:
Fee:    %]
Other Terms:
[Closing Date and Location:]]

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

5

Please accept this offer no later than    o'clock P.M. (New York City
time) on     by signing a copy of this Terms Agreement in the space set forth
below and returning the signed copy to us.

Very truly yours,

[Name of Representative]

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

Acting on behalf of itself and the other
named Underwriters

Accepted:

SNAP-ON INCORPORATED

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

ANNEX A

SNAP-ON INCORPORATED
(a Delaware corporation)

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

UNDERWRITING AGREEMENT BASIC PROVISIONS

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

The Debt Securities will be issued under an indenture dated as of
_____ __, 1994 (the "Indenture") between the Company and Firstar Trust Company,
as trustee (the "Trustee).  The Debt Warrants, Preferred Warrants and Currency
Warrants will be issued under one or more warrant agreements (each a "Debt
Warrant Agreement," "Preferred Warrant Agreement" or Currency Warrant
Agreement," respectively), between the Company and the warrant agent identified
therein (each a "Warrant Agent").  The terms and rights of any particular issue
of Securities shall be as specified in the Terms Agreement (as defined below)
relating thereto and in or pursuant to the Indenture, Debt Warrant Agreement,
Preferred Warrant Agreement or Currency Warrant Agreement or, with respect to
the

1

Preferred Stock, the Restated Certificate of Incorporation, as amended, of the
Company (including the Certificate of Designation with respect to any Preferred
Stock (the "Certificate of Designation")) (the "Certificate of Incorporation"),
as the case may be (each a "Securities Agreement").  Each issue of Securities
may vary, as applicable, as to aggregate principal amount, number of shares or
warrants, maturity date, duration and exercise price of warrants, interest or
dividend rate or formula and timing of payments thereof, redemption provisions
and sinking fund requirements, if any, and any other variable terms which the
applicable Securities Agreement contemplates may be set forth in the Securities
as issued from time to time.

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

The Company meets the requirements for the use of Form S-3 under the
Securities Act of 1933, as amended (the "1933 Act"), and has filed with the
Securities and Exchange Commission (the "Commission") a registration statement
on Form S-3 (No. 33-     ) for the registration of the Securities and the
offering thereof from time to time in accordance with Rule 415 under the 1933
Act, and has filed such amendments thereto as may have been required to the date
of the Terms Agreement.  Such registration statement, as amended, has been
declared effective by the Commission, and the Indenture has been qualified under
the Trust Indenture Act of 1939, as amended (the "1939 Act").  Such registration
statement, as amended, including all documents incorporated therein by reference
and the information deemed to be part of the registration statement pursuant to
Rule 430A of the 1933 Act Regulations (defined below), as from time to time
amended pursuant to the 1933 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act"), or otherwise,

2

is referred to herein as the "Registration Statement."  The prospectus contained
in the Registration Statement at its effective date, including any Preliminary
Prospectus Supplement (as defined below) is herein referred to as the "Basic
Prospectus."  Any preliminary prospectus supplement to the Basic Prospectus
which describes the Underwritten Securities and the offering thereof and is used
prior to the filing of the Prospectus (as defined below) is herein referred to
as a "Preliminary Prospectus Supplement."  The prospectus supplement relating to
the sale of Underwritten Securities, in the form first filed pursuant to Rule
424(b) of the 1933 Act after the execution of the Terms Agreement (a "Prospectus
Supplement"), together with the Basic Prospectus, or, if no filing is required
pursuant to said Rule 424(b), the form of prospectus relating to the
Underwritten Securities, including the Basic Prospectus, is referred to herein
as the "Prospectus"; provided, however, that a Prospectus Supplement shall be
deemed to have supplemented the Prospectus only with respect to the offering of
Underwritten Securities to which it relates.  All references in this Agreement
to financial statements and schedules and other information which is
"contained," "included" or "stated" in the Registration Statement or the
Prospectus (and all other references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information which
is or is deemed to be incorporated by reference in the Registration Statement or
the Prospectus, as the case may be; and all references in this Agreement to
amendments or supplements to the Registration Statement, the Basic Prospectus,
any Preliminary Prospectus Supplement or the Prospectus shall be deemed to mean
and include the filing of any document under the 1934 Act which is or is deemed
to be incorporated by reference in the Registration Statement, the Basic
Prospectus, any Preliminary Prospectus Supplement or the Prospectus, as the case
may be.

SECTION 1.  REPRESENTATIONS AND WARRANTIES.

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

(i) At the time the Registration Statement became
effective, the Registra-

3

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

(ii) Arthur Andersen LLP, which has certified certain
financial statements of the Company included in the Registration
Statement, are independent public ac-

4

countants as required by the 1933 Act and the 1933 Act
Regulations.

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

(iv) The documents incorporated or deemed to be incorporated
by reference in the Prospectus, at the time they were or
hereafter are filed with the Commission, complied and will comply
in all material respects with the requirements of the 1934 Act
and the rules and regulations of the Commission thereunder (the
"1934 Act Regulations"), and, when read together and with the
other information in the Prospectus, at the time the Registration
Statement became effective and at the time any amendments thereto
become effective or thereafter during the period specified in
Section 3(b) hereof, did not and will not contain an 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, in the

5

light of the circumstances under which they were made, not
misleading.

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

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

6

pany and its subsidiaries considered as one enterprise (a
"Material Adverse Effect").

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

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

7

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

(x) The Underwritten Securities have been duly authorized
for issuance and sale by the Company pursuant to this Agreement
(or will have been so authorized prior to

8

each issuance of Underwritten Securities) and, when issued,
authenticated and delivered pursuant to the provisions of this
Agreement and the applicable Securities Agreement against payment
of the consideration therefor in accordance with this Agreement,
any Underwritten Securities constituting capital stock of the
Company will be validly issued and fully paid and non-assessable
and any other Underwritten Securities will be valid and binding
obligations of the Company, in each case entitled to the benefits
of the applicable Securities Agreement and enforceable in
accordance with their terms; and the Warrant Securities, if any,
have been duly authorized by the Company and, when executed and
authenticated as specified in the applicable Securities
Agreement, and delivered against payment pursuant to such
Securities Agreement, any Warrant Securities constituting capital
stock of the Company will be validly issued and fully paid and
non-assessable and any other Warrant Securities will be valid and
binding obligations of the Company, in each case entitled to the
benefits of the applicable Securities Agreement and enforceable
in accordance with their terms.

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

9

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

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

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

10

Act, the 1933 Act Regulations or the 1939 Act which have not been
so filed.

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

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

11

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

(xviii)  No authorization, approval, consent or order of any
court or governmental authority or agency is necessary in
connection with the sale of the Underwritten Securities to the
Underwriters hereunder, except such as may be required under the
1933 Act, the 1933 Act Regulations, the 1939 Act or state
securities laws.  Neither the Company nor any of its affiliates
is presently "doing any business" with the government of Cuba or
with any person or affiliate located in Cuba, as such term is
defined by the Florida Department of Banking and Finance.

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

(xx) The Company and each of its subsidiaries maintain
insurance policies or reserves with respect to such insurable

12

properties, potential liabilities and occurrences that merit or
require catastrophic insurance in amounts deemed adequate in the
reasonable opinion of the Company's management; and all such
insurance policies are in full force and effect.

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

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

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

SECTION 2.  PURCHASE AND SALE.  The obligations of the Underwriters to
purchase, and the Company to sell, the Underwritten Securities shall be
evidenced by the Terms Agreement.  The Terms Agreement specifies the principal
amount or number of Underwritten Securities, the names of the Underwriters
participating in the offering (subject to substitution as provided in Section 10
hereof) and the principal amount or number of Underwrit-

13

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

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

In addition, on the basis of the representations and warranties herein
contained and subject to the terms and conditions herein set forth, the Company
may grant, if so provided in the Terms Agreement relating to any Preferred
Stock, an option to the Underwriters named in such Terms Agreement, severally
and not jointly, to purchase up to the number of Option Securities set forth
therein at the same price per share as is applicable to the Preferred Stock.
Such option, if granted, will expire 30 days or such lesser number of days as
may be specified in the Terms Agreement after the Representation Date relating
to the Preferred Stock, and may be exercised in whole or in part from time to
time only for the purpose of covering over-allotments which may be made in
connection with the offering and distribution of the Preferred Stock upon notice
by the Representative to the Company setting forth the number of Option
Securities as to which the several Underwriters are then exercising the option
and the time and date of payment and delivery for such Option Securities.  Any
such time and date of deliv-

14

ery (a "Date of Delivery") shall be determined by the Representative, but shall
not be later than seven full business days and not earlier than two full
business days after the exercise of said option, unless otherwise agreed upon by
the Representative and the Company.  If the option is exercised as to all or any
portion of the Option Securities, each of the Underwriters, acting severally and
not jointly, will purchase that proportion of the total number of Option
Securities then being purchased which the number of shares of Preferred Stock
each such Underwriter has agreed to purchase as set forth in the related Terms
Agreement bears to the total number of shares of Preferred Stock, subject to
such adjustments as the Representative in its discretion shall make to eliminate
any sales or purchases of fractional shares.

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

15

Securities, which may be in temporary form, will be made available for
examination and packaging by the Representative on or before the first business
day prior to Closing Time.

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

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

The principal amount or number of Underwritten Securities, as the case may
be, agreed to be purchased by the respective Underwriters pursuant to the Terms
Agree-

16

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

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

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

(b)  If, at any time when the Prospectus is required by law to be
delivered in connection with sales of the Underwritten Securities, any
event shall occur or condition exist as a result of which it is necessary,
in the opinion of counsel for the

17

Underwriters, to further amend or supplement the Prospectus in order that
the Prospectus will not include an untrue statement of a material fact or
omit to state any material fact necessary to make the statements therein
not misleading in the light of circumstances existing at the time it is
delivered to a purchaser or if it shall be necessary, in the opinion of
counsel for the Underwriters, at any such time to amend or supplement the
Registration Statement or the Prospectus in order to comply with the
requirements of the 1933 Act or the 1933 Act Regulations, the Company will
forthwith prepare and file with the Commission such amendment or
supplement (in form and substance reasonably satisfactory to counsel for
the Underwriters), whether by filing documents pursuant to the 1934 Act or
otherwise, as may be necessary to correct such untrue statement or
omission or to make the Registration Statement and Prospectus comply with
such requirements.

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

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

(e)  At any time when the Prospectus is required by law to be
delivered in connection with sales of the Underwritten Securities, the
Company will give the Representative notice of its intention to file or
prepare any amendment to the Registration Statement (including any
post-effective amendment) or any amendment or supplement to the Prospectus
(including any revised prospectus which the Company proposes for use by
the Underwriters in connection

18

with the offering of the Underwritten Securities which differs from the
prospectus on file at the Commission at the time the Registration
Statement becomes effective, whether or not such revised prospectus is
required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations),
whether pursuant to the 1934 Act, the 1933 Act or otherwise, will furnish
the Representative with copies of any such amendment or supplement within
a reasonable amount of time prior to such proposed filing or use, as the
case may be, and will not file any such amendment or supplement or use any
such prospectus to which the Representative or counsel for the
Underwriters shall object.

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

(g)  The Company will deliver to the Representative as many signed
copies of the Registration Statement as originally filed and of each
amendment thereto, whether filed before or after the Registration
Statement becomes effective (including exhibits filed therewith or
incorporated by reference therein and documents incorporated or deemed to
be incorporated by reference in the Prospectus) as the Repre-

19

sentative may reasonably request and will also deliver to the
Representative a conformed copy of the Registration Statement as originally
filed and of each amendment thereto (without exhibits) for each of the
Underwriters.

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

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

(j)  The Company will not claim voluntarily, and will resist actively
any attempts to claim the benefit of, any usury laws against the holders of
the Debt Securities.

20

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

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

(j)  If requested by the Representative, the Company will use its best
efforts to effect the listing of the Underwritten Securities and any
Warrant Securities issuable upon exercise of the Underwritten Securities on
a national securities exchange.

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

(a)  At the applicable Closing Time (i) no stop order suspending the
effectiveness of the Registration Statement shall have been issued under
the 1933

21

Act or proceedings therefor initiated or threatened by the Commission, (ii)
the ratings assigned by Moody's Investors Service, Inc. and Standard &
Poor's Corporation to the Underwritten Securities or any other securities
of, or guaranteed by, the Company or any of its subsidiaries as of the date
of the Terms Agreement shall not have been lowered since the execution of
such Terms Agreement and none of such securities rating agencies shall have
publicly announced that it has under surveillance or review, with possible
negative implications, its rating of the Underwritten Securities or any
other securities of, or guaranteed by, the Company or any of its
subsidiaries, and (iii) there shall not have come to the Representative's
attention any facts that would cause the Representative to believe that the
Prospectus, together with the applicable Prospectus Supplement, at the time
it was required to be delivered to a purchaser of the Underwritten
Securities, contained an untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements therein, in
the light of the circumstances existing at such time, not misleading.  The
Prospectus Supplement prepared by the Company pursuant to Section 3(a)
hereof shall have been transmitted to the Commission for filing pursuant to
Rule 424(b) of the 1933 Act Regulations within the prescribed time period
and prior to Closing Time the Company shall have provided evidence
satisfactory to the Representative of such timely filing, or a
post-effective amendment shall have been promptly filed and declared
effective in accordance with the requirements of Rule 430A of the 1933 Act
Regulations.

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

(1)  The favorable opinion, dated as of the applicable Closing
Time, of Grippo & Elden, counsel for the Company, in form and
substance satisfactory to the Representative, to the effect that:

(i) The Company and each of its Significant Subsidiaries is
(a) a corporation duly incorporated and (b) validly

22

existing as a corporation in good standing under the laws of its
jurisdiction of incorporation.

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

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

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

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

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

(vii) The Underwritten Securities have been duly authorized
for issuance and sale by the Company pursuant to this Agreement
and, when executed and authenticated as specified in the
applicable Securities Agreement and delivered against payment of
the consideration therefor in accordance with this Agreement, any
Under-

23

written Securities constituting capital stock of the Company will
be validly issued and fully paid and non-assessable and any other
Underwritten Securities will be valid and binding obligations of
the Company, in each case entitled to the benefits of the
applicable Securities Agreement and enforceable in accordance
with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting creditors' rights generally
or by general equitable principles (regardless of whether
enforcement is considered in a proceeding in equity or at law)
and except further as enforcement thereof may be limited by (A)
requirements that a claim with respect to any Underwritten
Securities denominated other than in U.S. dollars (or a foreign
currency or currency unit judgment in respect of such claim) be
converted into U.S. dollars at a rate of exchange prevailing on a
date determined pursuant to applicable law or (B) governmental
authority to limit, delay or prohibit the making of payments
outside the United States; and the Warrant Securities, if any,
have been duly authorized by the Company and, when executed and
authenticated as specified in the applicable Securities Agreement
and delivered against payment pursuant to such Securities
Agreement, any Warrant Securities constituting capital stock of
the Company will be validly issued and fully paid and
non-assessable and any other Warrant Securities will be valid and
binding obligations of the Company, in each case entitled to the
benefits of the applicable Securities Agreement and enforceable
in accordance with their terms, except as enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws relating to or affecting creditors' rights
generally or general equitable principles (regardless or wheth-

24

er enforcement is considered in a proceeding in equity or at law)
and except further as enforcement thereof is subject, in the case
of Warrant Securities denominated in a foreign currency or
currency unit, to provisions of law that require that a judgment
for money damages rendered by a court in the United States be
expressed only in United States dollars.

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

(ix) The Underwritten Securities and the applicable
Securities Agreement conform in all material respects to the
descriptions thereof contained in the Prospectus and are
substantially in the respective forms filed or incorporated by
reference, as the case may be, as exhibits

25

to the Registration Statement; and the issuance of the
Underwritten Securities is not subject to any preemptive or
similar rights.

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

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

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

(xiii) There are no contracts, indentures, mortgages, loan
agreements, notes, leases or other agreements or instruments
required to be described or referred to in the Registration
Statement or to be filed as Exhibits thereto other than those
described or referred to therein or filed or incorporated by
reference as exhibits thereto and the descriptions

26

thereof are correct, and, to the knowledge of such counsel, no
default exists in the due performance or observance of any
obligation, agreement, covenant or condition contained in any
contract, indenture, mortgage, loan agreement, note, lease or
other agreement or instrument so described, referred to, filed or
incorporated by reference, except where such default would not
have a Material Adverse Effect.

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

(xv) To the knowledge of such counsel, there are no legal or
governmental proceedings pending or threatened that are

27

required to be disclosed in the Registration Statement, other
than those disclosed therein, and all pending legal or
governmental proceedings to which the Company or any of its
subsidiaries is a party or to which any of their property is
subject which are not described in the Registration Statement,
including ordinary routine litigation incidental to the business,
are, considered in the aggregate, not material.

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

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

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

(3)  In giving their opinion required by clauses (i), (ii),
(iii), (iv)(B) and (v) of subsection (b)(1) of this Section 4, Grippo
& Elden may rely, to the extent such counsel deems proper, on an
opinion rendered by the General Counsel of the Company addressed to

28

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

In giving the opinions required by subsections (b)(1) and (b)(2)
of this Section 4, each such counsel shall state that no facts have
come to such counsel's attention that lead such counsel to believe (i)
that the Registration Statement or any amendment thereto (except for
the financial statements and supporting schedules and other financial
or statistical data included or incorporated by reference therein and
the Form T-1 of the Trustee under the Indenture, as to which such
counsel need make no statement), at the time the Registration
Statement or any such amendment became effective, or at the date of
the Terms Agreement, contained an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or (ii) that
the Prospectus or any amendment or supplement thereto (except for the
financial statements and supporting schedules and other financial or
statistical data included or incorporated by

29

reference therein, as to which such counsel need make no statement),
at the time the Prospectus was issued, at the time any such amended or
supplemented Prospectus was issued or at the applicable Closing Time,
included or includes an untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading.

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

(d)  The Representative shall have received from Arthur Andersen LLP
or other independent public accountants acceptable to the Representative a
letter, dated as of the date of the Terms Agreement and delivered at such
time, in form and substance satisfactory to the Representative, to the
effect that (i) they are independent public accountants with respect to the
Company and its subsidiaries within the meaning of the 1933 Act and the
1933 Act Regulations; (ii) it is their opinion that the audited
consolidated financial statements and supporting schedules included or
incorporated in the Registration Statement and the Prospectus and cov-

30

ered by their opinions comply as to form in all material respects with the
applicable accounting requirements of the 1933 Act and the 1933 Act
Regulations and the 1934 Act and 1934 Act Regulations; (iii) they have read
the unaudited condensed consolidated interim balance sheet, statements of
income, stockholders' equity and cash flows included or incorporated in the
Registration Statement, and agreed the amounts contained therein with the
Company's accounting records as of such date or for such period, and
inquired of certain officials of the Company who have responsibility for
financial and reporting matters as to whether such interim financial
statements included or incorporated in the Registration Statement are in
conformity with generally accepted accounting principles applied on a basis
substantially consistent with that of the audited consolidated financial
statements included or incorporated in the Registration Statement and
comply as to form in all material respects with the applicable accounting
requirements of the 1933 Act and the 1933 Act Regulations; (iv) based upon
limited procedures set forth in detail in such letter, nothing has come to
their attention which causes them to believe that (A) any unaudited interim
consolidated financial statements of the Company included or incorporated
in the Registration Statement and the Prospectus do not comply as to form
in all material respects with the applicable accounting requirements of the
1933 Act and the 1933 Act Regulations and the 1934 Act and 1934 Act
Regulations or are not in conformity with generally accepted accounting
principles applied on a basis substantially consistent with that of the
audited consolidated financial statements of the Company included or
incorporated by reference in the Registration Statement and the Prospectus,
(B) at the date of the latest available consolidated balance sheet read by
such accountants, and at a specified date not more than five days prior to
the date of this Agreement, there has been any change in the capital stock
of the Company and its subsidiaries or any increase in the consolidated
long-term or short-term debt of the Company and its subsidiaries or any
decrease in consolidated net current assets or net assets, as compared with
the amounts shown in the latest balance sheet included in the Registration
Statement

31

or, during the period from the closing date of the latest income statement
included in the Prospectus to a specified date not more than five days
prior to the date of this Agreement, there were any decreases, as compared
with the corresponding period in the preceding year, in consolidated
revenues, net income or net income per share of the Company and its
subsidiaries, except in all instances for changes, increases or decreases
which the Registration Statement and the Prospectus disclose have occurred
or may occur; and (v) in addition to the examination referred to in their
opinions and the limited procedures referred to in clause (iv) above, they
have carried out certain specified procedures, not constituting an audit,
with respect to certain amounts, percentages and financial information
which are included in the Registration Statement and the Prospectus and
which are specified by the Representative, and have found such amounts,
percentages and financial information to be in agreement with the relevant
accounting, financial and other records of the Company and its subsidiaries
identified in such letter, excluding any questions of legal interpretation.

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

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

32

and substance to the Representative and counsel for the Underwriters.

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

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

(2)  The favorable opinion of Grippo & Elden, counsel for the
Company, in form and substance satisfactory to the Representative,
dated such Date of Delivery, relating to the Option Securities and
otherwise substantially to the same effect as the opinion required by
Section 4(b)(1) hereof.

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

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

33

(h)  At the Closing Time, if requested by the Representative, the
Underwritten Securities and any Warrant Securities issuable upon exercise
of the Underwritten Securities shall have been approved for listing on such
national securities exchange as designated by the Representative, subject
to official notice of issuance.

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

SECTION 5.  PAYMENT OF EXPENSES.  The Company will pay all expenses
incident to the performance of its obligations under this Agreement, including
(i) the printing and filing of the Registration Statement as originally filed
and of all amendments thereto, the preliminary prospectuses, the Prospectus, and
any amendments or supplements thereto, (ii) the printing of this Agreement and
each Securities Agreement, (iii) the preparation, issuance and delivery of the
certificates for the Underwritten Securities to the Underwriters and of
certificates for any Warrant Securities issuable upon exercise of Debt Warrants
or Preferred Warrants, (iv) the fees and disbursements of the Company's counsel
and accountants, (v) the qualification of the Underwritten Securities and any
Warrant Securities issuable upon exercise of Debt Warrants or Preferred Warrants
under securities laws in accordance with the provisions of Section 3(i) hereof,
including filing fees and the fees and disbursements of counsel for the
Underwriters in connection therewith and in connection with the preparation of
any Blue Sky Surveys and Legal Investment Surveys, (vi) the printing and
delivery to the Underwriters in quantities as hereinabove stated of copies of
the Registration Statement as originally filed and of each amendment thereto,
and of the Prospectus and any amendments or supplements thereto, (vii) the
printing and delivery to the Underwriters of copies of each Securities
Agreement, any Blue Sky Surveys, any Delayed Delivery Contract and any Legal
Investment Surveys, (viii) the fees, if any, of rating agencies, (ix) the fees
and expenses, if any, incurred in connection with the listing of the Underwrit-

34

ten Securities or any Warrant Securities on any national securities exchange,
(x) any filing fees incident to any required review by the National Association
of Securities Dealers, Inc. of the terms of the sale of the Securities
(including the reasonable fees, disbursements and charges of counsel for the
Underwriters in connection therewith),  (xi) the fees and expenses of any
Trustee and any agent of any Trustee, the fees and expenses of any Warrant
Agent, and the fees and disbursements of counsel for any Trustee or any Warrant
Agent in connection with any Securities Agreement and the Securities, (xii) any
advertising and other out-of-pocket expenses of the Representative incurred with
the approval of the Company, (xiii) the fees and expenses of any Depository (as
defined in any Securities Agreement) and any nominees thereof in connection with
the Underwritten Securities, (xiv) the cost of providing any CUSIP or other
identification numbers for the Underwritten Securities, and (xv) all other costs
and expenses incident to the performance of its obligations hereunder which are
not otherwise specifically provided for in this Section 5.

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

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

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

35

statement of a material fact contained in any Preliminary Prospectus
Supplement or the Prospectus (or any amendment or supplement thereto) or
the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading;

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

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

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

(b)  Each Underwriter severally agrees to indemnify and hold harmless the
Company, its directors, each of its officers who signs the Registration
Statement and each

36

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

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

SECTION 7.  CONTRIBUTION.  In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 6 hereof is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Company and the
Underwriters shall contribute to the aggregate losses, liabilities, claims,
damages and expenses of the nature contemplated by said indemnity agreement
incurred by the Company and one or more of the Underwriters, as incurred, in
such proportions that the Underwriters are responsible for that portion
represented by the percentage that the underwriting discount appearing on the
cover page of the Prospectus bears to the initial public offering price
appearing thereon and the

37

Company is responsible for the balance; provided, however, that no person guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.  For purposes of this Section, each person,
if any, who controls an Underwriter within the meaning of Section 15 of the 1933
Act shall have the same rights to contribution as such Underwriter, and each
director of the Company, each officer of the Company who signed the Registration
Statement, and each person, if any, who controls the Company within the meaning
of Section 15 of the 1933 Act shall have the same rights to contribution as the
Company.

SECTION 8.  REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.
All representations, warranties and agreements contained in this Agreement, or
contained in certificates of officers of the Company submitted pursuant hereto,
shall remain operative and in full force and effect, regardless of any
investigation made by or on behalf of any Underwriter or controlling person, or
by or on behalf of the Company, and shall survive delivery of any Underwritten
Securities to the Underwriters.

SECTION 9.  TERMINATION.  (a)  The Representative may terminate this
Agreement, upon notice to the Company, at any time prior to the applicable
Closing Time (i) if there has been, since the date of the Terms Agreement or
since the respective dates as of which information is given in the Registration
Statement, any Material Adverse Change, or (ii) if there has occurred any
material adverse change in the financial markets in the United States or
elsewhere or any outbreak of hostilities or escalation thereof or other calamity
or crisis the effect of which is such as to make it, in the judgment of the
Representative, impracticable to market the Underwritten Securities or enforce
contracts for the sale of the Underwritten Securities, or (iii) if the rating
assigned by any nationally recognized securities rating agency to any securities
of, or guaranteed by, the Company or any of its subsidiaries shall have been
lowered or if any such rating agency shall have publicly announced that it has
under surveillance or review, with possible negative implications, its rating of
any securities of, or guaranteed by, the Company or any of its subsidiaries, or
(iv)

38

if trading in the Common Stock has been suspended by the Commission or a
national securities exchange or if trading on either the American Stock Exchange
or the New York Stock Exchange has been suspended, or minimum or maximum prices
for trading have been fixed, or maximum ranges for prices for securities have
been required, by either of said exchanges or by order of the Commission or any
other governmental authority, or if a banking moratorium has been declared by
either Federal or New York authorities.

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

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

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

39

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

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

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

SECTION 11.  NOTICES.  All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication.  Notices to the
Underwriters shall be directed to the Representative, with a copy to Skadden,
Arps, Slate, Meagher & Flom, 333 West Wacker Drive, Suite 2100, Chicago,
Illinois 60606, Attention:  William R. Kunkel; notices to the Company shall be
directed to it at 2801-80th Street, Kenosha, Wisconsin 53141-1410, Attention:
Susan F. Marrinan, Vice President, Secretary and General Counsel, with a copy to
Grippo & Elden, 227 West Monroe Street, Chicago, Illinois 60606, Attention:
Theodore W. Grippo.

SECTION 12.  PARTIES.  This Agreement shall inure to the benefit of and be
binding upon the Company and any Underwriter who becomes a party hereto, and
their respective successors.  Nothing expressed or mentioned in this Agreement
is intended or shall be construed to give any person, firm or corporation, other
than the Company, such Underwriters and their respective successors and the
controlling persons and officers and directors referred to in Sections 6 and 7
hereof and their heirs and legal representatives, any legal or equitable right,
remedy or claim under or in respect of this Agreement or any provision herein
contained.  This Agreement and all conditions and provisions hereof are intended
to be for the sole and exclusive benefit of the Company, such Underwriters and

40

their respective successors and said controlling persons and officers and
directors and their heirs and legal representatives, and for the benefit of no
other person, firm or corporation.  No purchaser of Underwritten Securities from
any Underwriter shall be deemed to be a successor by reason merely of such
purchase.

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

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

41

EXHIBIT A

SNAP-ON INCORPORATED
(a Delaware corporation)

[Title of Securities]

DELAYED DELIVERY CONTRACT

, 199

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

Attention:

Ladies and Gentlemen:

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

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

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

A-1

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

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

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

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

A-2

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

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

Yours very truly,

----------------------------------------
(Name of Purchaser)

By
--------------------------------------
(Title)

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

----------------------------------------
(Address)

Accepted as of the date
first above written.

SNAP-ON INCORPORATED

By
-----------------------------
(Title)

A-3

PURCHASER--PLEASE COMPLETE AT TIME OF SIGNING

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

Telephone No.
(including
Name                          Area Code)
----                         -------------

A-4

[Form of Indenture]                 Exhibit 4(a)
________________________________________________________________________________

SNAP-ON INCORPORATED

TO

FIRSTAR TRUST COMPANY,

TRUSTEE

__________________________________________

INDENTURE

DATED AS OF [                ], 1994

__________________________________________

PROVIDING FOR THE ISSUANCE OF
SENIOR DEBT SECURITIES IN SERIES

________________________________________________________________________________

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1 DEFINITIONS..................................................  1
"ACT"........................................................  1
"ACQUIRED INDEBTEDNESS"......................................  1
"ADDITIONAL AMOUNTS".........................................  2
"AFFILIATE"..................................................  2
"AUTHENTICATING AGENT".......................................  2
"AUTHORIZED NEWSPAPER".......................................  2
"BANKRUPTCY LAW"...............................................2
"BEARER SECURITY"............................................  2
"BOARD OF DIRECTORS".........................................  2
"BOARD RESOLUTION"...........................................  2
"BUSINESS DAY"...............................................  2
"CAPITAL STOCK"..............................................  3
"CAPITALIZED LEASE OBLIGATION"...............................  3
"CEDEL"......................................................  3
"COMMISSION".................................................  3
"COMMON DEPOSITORY"..........................................  3
"COMMON STOCK"...............................................  3
"COMPANY"....................................................  3
"COMPANY REQUEST" and "COMPANY ORDER"........................  3
"COMPONENT CURRENCY".........................................  3
"CONSOLIDATED NET TANGIBLE ASSETS"...........................  3
"CONVERSION DATE"............................................  4
"CONVERSION EVENT"...........................................  4
"CORPORATE TRUST OFFICE".....................................  4
"CORPORATION"................................................  4
"COUPON".....................................................  4
"COVENANT DEFEASANCE"........................................  4
"CURRENCY AGREEMENT".........................................  4
"CURRENCY INDEXED NOTE"......................................  4
"CUSTODIAN"..................................................  4
"DEFAULTED INTEREST".........................................  4
"DEFEASANCE".................................................  4
"DOLLAR" or "$"..............................................  4
"DOLLAR EQUIVALENT OF THE CURRENCY UNIT".....................  4
"DOLLAR EQUIVALENT OF THE FOREIGN CURRENCY"..................  4
"ECU"........................................................  4
"ELECTION DATE"..............................................  5
"EUROCLEAR"..................................................  5
"EUROPEAN COMMUNITIES".......................................  5
"EUROPEAN MONETARY SYSTEM"...................................  5
"EVENT OF DEFAULT"...........................................  5
"EXCHANGE DATE"..............................................  5

i

PAGE

"EXCHANGE RATE AGENT"........................................  5
"EXCHANGE RATE OFFICER'S CERTIFICATE"........................  5
"EXTENSION NOTICE"...........................................  5
"EXTENSION PERIOD"...........................................  5
"FINAL MATURITY".............................................  5
"FOREIGN CURRENCY"...........................................  5
"FOREIGN CURRENCY NOTE"......................................  5
"GOVERNMENT OBLIGATIONS".....................................  5
"HOLDER".....................................................  6
"INDEBTEDNESS"...............................................  6
"INDENTURE"..................................................  7
"INDEXED SECURITY"...........................................  7
"INTEREST"...................................................  7
"INTEREST PAYMENT DATE"......................................  7
"INTEREST SWAP OBLIGATIONS"..................................  7
"ISSUE DATE".................................................  7
"LIEN".......................................................  7
"MANDATORY SINKING FUND PAYMENT".............................  8
"MARKET EXCHANGE RATE".......................................  8
"MATURITY"...................................................  8
"NOTICE OF DEFAULT"..........................................  8
"OFFICERS' CERTIFICATE"......................................  8
"OPINION OF COUNSEL".........................................  8
"OPTIONAL RESET DATE"........................................  9
"OPTIONAL SINKING FUND PAYMENT"..............................  9
"ORIGINAL ISSUE DISCOUNT SECURITY"...........................  9
"ORIGINAL STATED MATURITY"...................................  9
"OUTSTANDING"................................................  9
"PAYING AGENT"..............................................  10
"PERSON"....................................................  10
"PLACE OF  PAYMENT".........................................  10
"PREDECESSOR SECURITY"......................................  10
"PRINCIPAL PROPERTY"........................................  10
"REDEMPTION DATE"...........................................  10
"REDEMPTION PRICE"..........................................  11
"REGISTERED SECURITY".......................................  11
"REGULAR RECORD DATE".......................................  11
"REPAYMENT DATE"............................................  11
"REPAYMENT PRICE"...........................................  11
"RESET NOTICE"..............................................  11
"RESPONSIBLE OFFICER".......................................  11
"RESTRICTED SUBSIDIARY".....................................  11
"SALE AND LEASEBACK TRANSACTION"............................  11
"SECURED DEBT"..............................................  11
"SECURITIES EXCHANGE ACT"...................................  11
"SECURITY" or "SECURITIES"..................................  11
"SECURITY REGISTER" and "SECURITY REGISTRAR"................  11

ii

PAGE

"SPECIAL RECORD DATE".......................................  12
"SPECIFIED AMOUNT"..........................................  12
"STATED MATURITY"...........................................  12
"SUBSEQUENT INTEREST PERIOD"................................  12
"SUBSIDIARY"................................................  12
"TRUST INDENTURE ACT" or "TIA"..............................  12
"TRUSTEE"...................................................  12
"UNITED STATES".............................................  12
"UNITED STATES PERSON"......................................  12
"UNRESTRICTED SUBSIDIARY"...................................  12
"VALUATION DATE"............................................  13
"VOTING STOCK"..............................................  13
"YIELD TO MATURITY".........................................  13
Section 1.2  Compliance Certificates and Opinions.......................  13
Section 1.3  Form of Documents Delivered to Trustee.....................  14
Section 1.4  Acts of Holders............................................  14
Section 1.5  Notices, etc., to Trustee and Company......................  15
Section 1.6  Notice to Holders; Waiver..................................  16
Section 1.7  Effect of Headings and Table of Contents...................  17
Section 1.8  Successors and Assigns.....................................  17
Section 1.9  Separability Clause.  .....................................  18
Section 1.10 Benefits of Indenture......................................  18
Section 1.11 Governing Law..............................................  18
Section 1.12 Legal Holidays.............................................  18
Section 1.13 Communication by Holders with Other Holders................  18
Section 1.14 Counterparts...............................................  18
Section 1.15 No Recourse Against Others.................................  18
Section 1.16 No Adverse Interpretation of Other Agreements..............  19

ARTICLE II

SECURITIES FORMS

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

ARTICLE III

THE SECURITIES

Section 3.1 Amount Unlimited, Issuable in Series........................  21
Section 3.2 Denominations...............................................  25
Section 3.3 Execution, Authentication, Delivery and Dating..............  25
Section 3.4 Temporary Securities........................................  27
Section 3.5 Registration, Registration of Transfer and Exchange.........  30
Section 3.6 Mutilated, Destroyed, Lost and Stolen Securities............  33

iii

PAGE

Section 3.7  Payment of Interest; Interest Rights Preserved;
Optional Interest Reset....................................  34
Section 3.8  Optional Extension of Maturity.............................  37
Section 3.9  Persons Deemed Owners......................................  38
Section 3.10 Cancellation...............................................  39
Section 3.11 Computation of Interest....................................  39
Section 3.12 Currency and Manner of Payments in Respect of Securities...  39
Section 3.13 Appointment and Resignation of Successor Exchange
Rate Agent.................................................  43

ARTICLE IV

SATISFACTION AND DISCHARGE

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

ARTICLE V

REMEDIES

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

ARTICLE VI

THE TRUSTEE

Section 6.1  Duties of Trustee..........................................  54
Section 6.2  Rights of Trustee..........................................  55
Section 6.3  Trustee's Disclaimer.......................................  56
Section 6.4  Individual Rights of Trustee...............................  57
Section 6.5  Notice of Defaults.........................................  57
Section 6.6  Compensation and Indemnity.................................  57
Section 6.7  Corporate Trustee Required; Eligibility;
Conflicting Interests......................................  58
Section 6.8  Resignation and Removal; Appointment of Successor..........  58
Section 6.9  Acceptance of Appointment by Successor.....................  60

iv

PAGE

Section 6.10  Merger, Conversion, Consolidation or Succession
to Business...............................................  61
Section 6.11  Appointment of Authenticating Agent.......................  61

ARTICLE VII

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

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

ARTICLE IX

SUPPLEMENTAL INDENTURES

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

ARTICLE X

COVENANTS

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

v

PAGE
ARTICLE XI

REDEMPTION OF SECURITIES

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

ARTICLE XII

SINKING FUNDS

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

ARTICLE XIII

REPAYMENT AT THE OPTION OF HOLDERS

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

ARTICLE XIV

DEFEASANCE AND COVENANT DEFEASANCE

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

vi

SNAP-ON INCORPORATED

RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF
1939 AND INDENTURE, DATED AS OF _________ __, 1994

TRUST INDENTURE
ACT SECTION                                             INDENTURE SECTION

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

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

INDENTURE, dated as of _______ __, 1994, between SNAP-ON
INCORPORATED, a Delaware corporation (hereinafter called the "Company") and
FIRSTAR TRUST COMPANY, a Wisconsin state banking association, as Trustee
(hereinafter called the "Trustee").

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

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

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

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

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

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

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

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

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

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

"ACQUIRED INDEBTEDNESS" means Indebtedness of a Person (i) assumed
in connection with the acquisition of assets from another Person or secured by
the assets so acquired from such other Person or (ii) existing at the time such
other Person becomes a Restricted Subsidiary (other than any Indebtedness
incurred in connection with, or in contemplation of, such asset acquisition or
such other Person becoming a Restricted Subsidiary).

Acquired Indebtedness shall be deemed to be incurred on the date of the related
acquisition of assets from any other Person or the date the acquired Person
becomes a Restricted Subsidiary.

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

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

"AUTHENTICATING AGENT" means any authenticating agent appointed by
the Trustee pursuant to Section 6.11.

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

"BANKRUPTCY LAW" has the meaning specified in Section 5.1.

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

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

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

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

2

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

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

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

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

"COMMON DEPOSITORY" has the meaning specified in Section 3.4.

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

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

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

"COMPONENT CURRENCY"  has the meaning specified in Section
3.12(h).

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

3

"CONVERSION DATE" has the meaning specified in Section 3.12(d).

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

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

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

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

"COVENANT DEFEASANCE" has the meaning specified in Section 14.3.

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

"CURRENCY INDEXED NOTE" means any Security with the amount of
principal payments determined by reference to an index currency.

"CUSTODIAN" has the meaning specified in Section 5.1.

"DEFAULTED INTEREST" has the meaning specified in Section 3.7.

"DEFEASANCE" has the meaning specified in Section 14.2.

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

"DOLLAR EQUIVALENT OF THE CURRENCY UNIT" has the meaning
specified in Section 3.12(g).

"DOLLAR EQUIVALENT OF THE FOREIGN CURRENCY" has the meaning
specified in Section 3.12(f).

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

4

"ELECTION DATE" has the meaning specified in Section 3.12(h).

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

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

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

"EVENT OF DEFAULT" has the meaning specified in Article V.

"EXCHANGE DATE" has the meaning specified in Section 3.4.

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

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

"EXTENSION NOTICE" has the meaning specified in Section 3.8.

"EXTENSION PERIOD" has the meaning specified in Section 3.8.

"FINAL MATURITY" has the meaning specified in Section 3.8.

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

"FOREIGN CURRENCY NOTE" means any Securities denominated in one or
more Foreign Currencies.

"GOVERNMENT OBLIGATIONS" means securities which are (i) direct
obligations of the United States of America or the government which issued the
Foreign Currency in which the

5

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

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

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

6

"INDENTURE" means this instrument as originally executed or as it
may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
and shall include the terms of particular series of Securities established as
contemplated by Section 3.1; PROVIDED, HOWEVER, that, if at any time more
than one Person is acting as Trustee under this instrument, "INDENTURE" shall
mean, with respect to any one or more series of Securities for which such Person
is Trustee, this instrument as originally executed or as it may from time to
time be supplemented or amended by one or more indentures supplemental hereto
entered into pursuant to the applicable provisions hereof and shall include the
terms of the or those particular series of Securities for which such Person is
Trustee established as contemplated by Section 3.1, exclusive, however, of any
provisions or terms which relate solely to the other series of Securities for
which such Person is Trustee, regardless of when such terms or provisions were
adopted, and exclusive of any provisions or terms adopted by means of one or
more indentures supplemental hereto executed and delivered after such Person had
become such Trustee but to which such Person, as such Trustee, was not a party.

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

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

"INTEREST PAYMENT DATE", when used with respect to any Security,
means the Stated Maturity of an installment of interest on such Security.

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

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

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

7

"MANDATORY SINKING FUND PAYMENT" has the meaning specified in
Section 12.1.

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

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

"NOTICE OF DEFAULT" has the meaning specified in Section 5.1.

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

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

8

"OPTIONAL RESET DATE" has the meaning specified in Section 3.7.

"OPTIONAL SINKING FUND PAYMENT" has the meaning specified in
Section 12.1.

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

"ORIGINAL STATED MATURITY" has the meaning specified in Section
3.8.

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

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

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

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

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

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, and for the
purpose of making the calculations required by TIA Section 313, (i) the
principal amount of an Original Issue Discount Security that may be counted in
making such determination or calculation and that shall be deemed to be
Outstanding for such purpose shall be equal to the amount of principal thereof
that would be (or shall have been declared to be) due and payable, at the time
of such determination, upon a declaration of acceleration of the maturity
thereof pursuant to Section 5.2, (ii) the principal amount of any

9

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

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

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

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

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

"PRINCIPAL PROPERTY" has the meaning specified in Section 10.7.

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

10

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

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

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

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

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

"RESET NOTICE" has the meaning specified in Section 3.7.

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

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

"SALE AND LEASEBACK TRANSACTION" has the meaning specified in
Section 10.6.

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

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

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

"SECURITY REGISTER" and "SECURITY REGISTRAR" have the respective
meanings specified in Section 3.5.

11

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

"SPECIFIED AMOUNT" has the meaning specified in Section 3.12(h).

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

"SUBSEQUENT INTEREST PERIOD" has the meaning specified in Section
3.7.

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

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

"TRUSTEE" means the Person named as the "Trustee" in the first
paragraph of this Indenture until a successor Trustee shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Trustee" shall mean or include each Person who is then a Trustee hereunder;
PROVIDED, HOWEVER, that if at any time there is no more than one such
Person, "Trustee" as used with respect to the Securities of any series shall
mean only the Trustee with respect to Securities of that series.

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

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

"UNRESTRICTED SUBSIDIARY" means (a) any Subsidiary of the Company
that at the time of determination shall be designated an Unrestricted Subsidiary
by the Board of Directors in the manner provided below and (b) any Subsidiary of
an Unrestricted Subsidiary.  The Board of Directors may designate any Subsidiary
of the Company (including any newly-acquired or newly-formed Subsidiary) to be
an Unrestricted Subsidiary unless such Subsidiary owns any Capital Stock of, or
owns or holds any lien on any property of, the Company or any other

12

Subsidiary of the Company that is not a Subsidiary of the Subsidiary so
designated; provided, however, that the Subsidiary to be so designated has total
assets of $5 million or less.

"VALUATION DATE" has the meaning specified in Section 3.12(c).

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

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

SECTION 1.2  COMPLIANCE CERTIFICATES AND OPINIONS.  Upon any
application or request by the Company to the Trustee to take any action under
any provision of this Indenture, the Company shall furnish to the Trustee an
Officers' Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with
and an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture relating to such
particular application or request, no additional certificate or opinion need be
furnished.

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

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

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

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

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

13

SECTION 1.3  FORM OF DOCUMENTS DELIVERED TO TRUSTEE.  In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion as to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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

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

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

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

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

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

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

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

SECTION 1.5  NOTICES, ETC., TO TRUSTEE AND COMPANY.  Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Holders or other document provided or permitted by this Indenture to be made
upon, given or furnished to, or filed with, the Trustee by any Holder or by the
Company, or the Company by the Trustee or by any Holder, shall be

15

sufficient for every purpose hereunder (unless otherwise herein expressly
provided) if given in writing and delivered in person or by registered or
certified mail (postage prepaid, return receipt requested), telex, telecopier or
overnight air courier guaranteeing next day delivery, addressed as follows:

If to the Company:

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

If to the Trustee:

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

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

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

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

SECTION 1.6  NOTICE TO HOLDERS; WAIVER.  Where this Indenture
provides for notice of any event to Holders of Registered Securities by the
Company or the Trustee, such notice shall be sufficiently given (unless
otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to each such Holder affected by such event, at its address as
it appears in the Security Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice.  In
any case where notice to Holders of Registered Securities is given by mail,
neither the failure to mail such notice, or any defect in any notice so mailed,
to any particular Holder shall affect the sufficiency of such notice with

16

respect to other Holders of Registered Securities or the sufficiency of any
notice to Holders of Bearer Securities given as provided herein.  Any notice
mailed to a Holder in the manner herein prescribed shall be conclusively deemed
to have been received by such Holder, whether or not such Holder actually
receives such notice.

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

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

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

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

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

SECTION 1.7  EFFECT OF HEADINGS AND TABLE OF CONTENTS.  The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

SECTION 1.8  SUCCESSORS AND ASSIGNS.  All covenants and
agreements in this Indenture and the Securities by the Company shall bind its
successors and assigns, and all

17

agreements in this Indenture by the Trustee shall bind its successors, whether
so expressed or not.

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

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

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

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

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

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

SECTION 1.15  NO RECOURSE AGAINST OTHERS.  A director, officer,
employee or stockholder, as such, of the Company shall not have any liability
for any obligations of the Company under the Securities or this Indenture or for
any claim based on, in respect of or by

18

reason of such obligations or their creation.  Each Holder by accepting a
Security waives and releases all such liability.  The waiver and release are
part of the consideration for the issue of Securities.

SECTION 1.16   NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.
This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or any Subsidiary.  Any such indenture, loan or debt
agreement may not be used to interpret this Indenture.

ARTICLE II

SECURITIES FORMS

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

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

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

SECTION 2.2  FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION.
Subject to Section 6.11, the Trustee's certificate of authentication shall be in
substantially the following form:

19

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

Firstar Trust Company, as Trustee

By:
-------------------------------
Authorized Signatory

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

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

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

Notwithstanding the provisions of Section 3.9 and except as provided
in the preceding paragraph, the Company, the Trustee and any agent of the
Company and the Trustee

20

shall treat as the Holder of such principal amount of Outstanding Securities
represented by a permanent global Security (i) in the case of a permanent global
Security in registered form, the Holder of such permanent global Security in
registered form, or (ii) in the case of a permanent global Security in bearer
form, Euroclear or CEDEL.

ARTICLE III

THE SECURITIES

SECTION 3.1  AMOUNT UNLIMITED, ISSUABLE IN SERIES.  The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

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

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

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

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

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

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

21

which such interest will be payable and the Regular Record Date or Dates,
if any, for the interest payable on any Registered Security on any
Interest Payment Date, or the method by which such date shall be
determined, and the basis upon which interest shall be calculated if other
than that of a 360-day year of twelve 30-day months;

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

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

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

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

22

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

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

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

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

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

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

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

23

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

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

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

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

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

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

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

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

All Securities of any one series and the coupons appertaining to any
Bearer Securities of such series shall be substantially identical except, in the
case of Registered Securities, as to denomination and except as may otherwise be
provided in or pursuant to such

24

Board Resolution (subject to Section 3.3) and set forth in such Officers'
Certificate or in any such indenture supplemental hereto.  All Securities of any
one series need not be issued at the same time and, unless otherwise provided, a
series may be reopened, without the consent of the Holders, for issuances of
additional Securities of such series.

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

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

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

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

At any time and from time to time after the execution of this
Indenture, the Company may deliver Securities of any series, together with any
coupon appertaining thereto, executed by the Company to the Trustee for
authentication, together with a Company Order for the authentication and
delivery of such Securities, and the Trustee in accordance with the Company
Order shall authenticate and deliver such Securities; PROVIDED, HOWEVER, that,
in connection with its original issuance, no Bearer Security shall be mailed or
otherwise delivered to any location in the United States; and PROVIDED FURTHER
that, unless otherwise specified with respect to any series of Securities
pursuant to Section 3.1, a Bearer Security may be delivered in connection with
its original issuance only if the Person entitled to receive such Bearer
Security shall have furnished a certificate in the form set forth in Exhibit A-1
to this Indenture or such

25

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

(i)  an Opinion of Counsel stating,

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

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

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

26

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

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

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

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

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

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

27

may determine, as conclusively evidenced by their execution of such Securities.
In the case of Securities of any series, such temporary Securities may be in
global form.

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

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

Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary global
Security (the "Exchange Date"), the Company shall deliver to the Trustee
definitive Securities, in aggregate principal amount equal to the principal
amount of such temporary global Security, executed by the Company.  On or after
the Exchange Date, such temporary global Security shall be surrendered by the
Common Depository to the Trustee, as the Company's agent for such purpose, to be
exchanged, in whole or from time to time in part, for definitive Securities
without charge, and the Trustee shall authenticate and deliver, in exchange for
each portion of such temporary global Security, an equal aggregate principal
amount of definitive Securities of the same series of authorized denominations
and of like tenor as the portion of such temporary global Security to be
exchanged.  The definitive Securities to be delivered in exchanged for any such
temporary global Security shall be in bearer form, registered form, permanent
global bearer form or permanent global registered form, or any combination
thereof, as specified as contemplated by Section 3.1, and, if any combination
thereof is so specified, as requested by the beneficial owner thereof;
PROVIDED, HOWEVER, that, unless otherwise specified in such temporary global
Security upon such presentation by the Common Depository, such temporary global
Security is

28

accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euroclear as to the portion of such temporary global Security held for
its account then to be exchanged and a certificate dated the Exchange Date or a
subsequent date and signed by CEDEL as to the portion of such temporary global
Security held for its account then to be exchanged, each in the form set forth
in Exhibit A-2 to this Indenture or in such other form as may be established
pursuant to Section 3.1; and PROVIDED FURTHER that definitive Bearer
Securities shall be delivered in exchange for a portion of a temporary global
Security only in compliance with the requirements of Section 3.3.

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

Until exchanged in full as hereinabove provided, the temporary
Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Securities of the same series and of like
tenor authenticated and delivered hereunder, except that, unless otherwise
specified as contemplated by Section 3.1, interest payable on a temporary global
Security on an Interest Payment Date for Securities of such series occurring
prior to the applicable Exchange Date shall be payable to Euroclear and CEDEL on
such Interest Payment Date upon delivery by Euroclear and CEDEL to the Trustee
of a certificate or certificates in the form set forth in Exhibit A-2 to this
Indenture (or in such other forms as may be established pursuant to Section
3.1), for credit without further interest on or after such Interest Payment Date
to the respective accounts of Persons who are the beneficial owners of such
temporary global Security on such Interest Payment Date and who have each
delivered to Euroclear or CEDEL, as the case may be, a certificate dated no
earlier than 15 days prior to the Interest Payment Date occurring prior to such
Exchange Date in the form set forth as Exhibit A-1 to this Indenture (or in such
other forms as may be established pursuant to Section 3.1).  Notwithstanding
anything to the contrary herein contained, the certifications made pursuant to
this paragraph shall satisfy the certification requirements of the preceding two
paragraphs of this Section 3.4(b) and of the third paragraph of Section 3.3 of
this Indenture, and the interests of the Persons who are the beneficial owners
of the temporary global Security with respect to which such certification was
made will be exchanged for definitive Securities of the same series and of like
tenor

29

on the Exchange Date or the date of certification if such date occurs after the
Exchange Date, without further act or deed by such beneficial owners.  Except as
otherwise provided in this paragraph, no payments of principal or interest owing
with respect to a beneficial interest in a temporary global Security will be
made unless and until such interest in such temporary global Security shall have
been exchanged for an interest in a definitive Security.  Any interest so
received by Euroclear and CEDEL and not paid as herein provided shall be
returned to the Trustee prior to the expiration of two years after such Interest
Payment Date in order to be repaid to the Company.

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

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

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

If (but only if) permitted by the applicable Board Resolution and
(subject to Section 3.3) set forth in the applicable Officers' Certificate, or
in any indenture supplemental hereto, delivered as contemplated by Section 3.1,
at the option of the Holder, Bearer Securities of any series may be exchanged
for Registered Securities of the same series of any authorized

30

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

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

Notwithstanding the foregoing, except as otherwise specified as
contemplated by Section 3.1, any permanent global Security shall be exchangeable
only as provided in this paragraph.  If any beneficial owner of an interest in a
permanent global Security is entitled to exchange such interest for Securities
of such series and of like tenor and principal amount of another authorized form
and denomination, as specified as contemplated by Section 3.1 and provided that
any applicable notice provided in the permanent global Security shall have been
given, then without unnecessary delay but in any event not later than the
earliest date on which such interest may be so exchanged, the Company shall
deliver to the Trustee definitive Securities in aggregate principal amount equal
to the principal amount of such beneficial owner's interest in such permanent
global Security, executed by the Company.  On or after the earliest date on
which such interests may be so exchanged, such permanent global Security shall
be surrendered by the Common Depository or such other depository as shall be
specified in the Company Order with respect thereto to the Trustee, as the
Company's agent for such purpose, to be exchanged, in whole or from time to time
in part, for definitive Securities without charge and the Trustee

31

shall authenticate and deliver, in exchange for each portion of such permanent
global Security, an equal aggregate principal amount of definitive Securities of
the same series of authorized denominations and of like tenor as the portion of
such permanent global Security to be exchanged which, unless the Securities of
the series are not issuable both as Bearer Securities and as Registered
Securities, as specified as contemplated by Section 3.1, shall be in the form of
Bearer Securities or Registered Securities, or any combination thereof, as shall
be specified by the beneficial owner thereof; PROVIDED, HOWEVER, that no such
exchanges may occur during a period beginning at the opening of business 15 days
before any selection of Securities to be redeemed and ending on the relevant
Redemption Date if the Security for which exchange is requested may be among
those selected for redemption; and PROVIDED FURTHER that no Bearer Security
delivered in exchange for a portion of a permanent global Security shall be
mailed or otherwise delivered to any location in the United States.  If a
Registered Security is issued in exchange for any portion of a permanent global
Security after the close of business at the office or agency where such exchange
occurs on (i) any Regular Record Date and before the opening of business at such
office or agency on the relevant Interest Payment Date, or (ii) any Special
Record Date and the opening of business at such office or agency on the related
proposed date for payment of Defaulted Interest, interest or Defaulted Interest,
as the case may be, will not be payable on such Interest Payment Date or
proposed date for payment, as the case may be, in respect of such Registered
Security, but will be payable on such Interest Payment Date or proposed date for
payment, as the case may be, only to the Person to whom interest in respect of
such portion of such permanent global Security is payable in accordance with the
provisions of this Indenture.

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

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

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

The Company shall not be required (i) to issue, register the
transfer of or exchange any Security if such Security may be among those
selected for redemption during a period beginning at the opening of business 15
days before selection of the Securities to be redeemed under Section 11.3 and
ending at the close of business on (A) if such Securities are

32

issuable only as Registered Securities, the day of the mailing of the relevant
notice of redemption and (B) if such Securities are issuable as Bearer
Securities, the day of the first publication of the relevant notice of
redemption or, if such Securities are also issuable as Registered Securities and
there is no publication, the mailing of the relevant notice of redemption, or
(ii) to register the transfer of or exchange any Registered Security so selected
for redemption in whole or in part, except, in the case of any Registered
Security to be redeemed in part, the portion thereof not to be redeemed, or
(iii) to exchange any Bearer Security so selected for redemption except that
such a Bearer Security may be exchanged for a Registered Security of that series
and like tenor, PROVIDED that such Registered Security shall be simultaneously
surrendered for redemption, or (iv) to issue, register the transfer of or
exchange any Security which has been surrendered for repayment at the option of
the Holder, except the portion, if any, of such Security not to be so repaid.

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

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

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

33

Securities shall be payable only upon presentation and surrender of the coupons
appertaining thereto.

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

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

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

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

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

In case a Bearer Security of any series is surrendered in exchange
for a Registered Security of such series after the close of business (at an
office or agency in a Place of Payment for such series) on any Regular Record
Date and before the opening of business (at such office or agency) on the next
succeeding Interest Payment Date, such Bearer Security shall be surren-

34

dered without the coupon relating to such Interest Payment Date and interest
will not be payable on such Interest Payment Date in respect of the Registered
Security issued in exchange for such Bearer Security, but will be payable only
to the Holder of such coupon when due in accordance with the provisions of this
Indenture.

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

(1)  The Company may elect to make payment of any Defaulted Interest
to the Persons in whose names the Registered Securities of such series (or
their respective Predecessor Securities) are registered at the close of
business on a Special Record Date for the payment of such Defaulted
Interest, which shall be fixed in the following manner.  The Company shall
notify the Trustee in writing of the amount of Defaulted Interest proposed
to be paid on each Registered Security of such series and the date of the
proposed payment (which shall not be less than 20 days after such notice
is received by the Trustee), and at the same time the Company shall
deposit with the Trustee an amount of money in the currency or currencies,
currency unit or units, composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified
pursuant to Section 3.1 for the Securities of such series and except, if
applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(c)) equal to
the aggregate amount proposed to be paid in respect of such Defaulted
Interest or shall make arrangements satisfactory to the Trustee for such
deposit on or prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to
such Defaulted Interest as in this clause provided.  Thereupon the Trustee
shall fix a Special Record Date for the payment of such Defaulted Interest
which shall be not be more than 15 days and not less than 10 days prior to
the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment.  The Trustee
shall promptly notify the Company of such Special Record Date and, in the
name and at the expense of the Company, shall cause notice of the proposed
payment of such Defaulted Interest and Special Record Date therefor to be
mailed, first-class postage prepaid, to each Holder of Registered
Securities of such series at its address as it appears in the Security
Register not less than 10 days prior to such Special Record Date.  Notice
of the proposed payment of such Defaulted Interest and the Special Record
Date therefor having been mailed as aforesaid, such Defaulted Interest
shall be paid to the Persons in whose names the Registered Securities of
such series (or their respective Predecessor Securities) are registered at
the close of business on such Special Record Date and shall no

35

longer be payable pursuant to the following clause (2).  In case a Bearer
Security of any series is surrendered at the office or agency in a Place
of Payment for such series in exchange for a Registered Security of such
series after the close of business at such office or agency on any Special
Record Date and before the opening of business at such office or agency on
the related proposed date for payment of Defaulted Interest, such Bearer
Security shall be surrendered without the coupon relating to such proposed
date of payment and Defaulted Interest will not be payable on such
proposed date of payment in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder
of such coupon when due in accordance with the provisions of this
Indenture.

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

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

Notwithstanding the foregoing, not later than 20 days prior to the
Optional Reset Date, the Company may, at its option, revoke the interest rate
(or the spread or spread multiplier used to calculate such interest rate, if
applicable) provided for in the Reset Notice and establish an interest rate (or
a spread or spread multiplier used to calculate such interest rate, if
applicable) that is higher than the interest rate (or the spread or spread
multiplier, if applicable) provided for in the Reset Notice, for the Subsequent
Interest Period by causing the Trustee to

36

transmit, in the manner provided for in Section 1.6, notice of such higher
interest rate (or such higher spread or spread multiplier, if applicable) to the
Holder of such Security.  Such notice shall be irrevocable.  All Securities with
respect to which the interest rate (or the spread or spread multiplier used to
calculate such interest rate, if applicable) is reset on an Optional Reset Date,
and with respect to which the Holders of such Securities have not tendered such
Securities for repayment (or have validly revoked any such tender) pursuant to
the next succeeding paragraph, will bear such higher interest rate (or such
higher spread or spread multiplier, if applicable).

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

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

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

Notwithstanding the foregoing, not later than 20 days before the
Original Stated Maturity of such Security, the Company may, at its option,
revoke the interest rate provided for

37

in the Extension Notice and establish a higher interest rate for the Extension
Period by causing the Trustee to transmit, in the manner provided for in Section
1.6, notice of such higher interest rate to the Holder of such Security.  Such
notice shall be irrevocable.  All Securities with respect to which the Stated
Maturity is extended will bear such higher interest rate.

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

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

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

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

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

38

practices governing the exercise of the rights of such depository (or its
nominee) as Holder of such global Security.

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

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

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

(b)  It may be provided pursuant to Section 3.1 with respect
to Registered Securities of any series that Holders shall have the option,
subject to paragraphs (c) and (d) below, to receive payments of principal of
(and premium, if any) or interest, if any, on and Additional Amounts, if any, in
respect of such Registered Securities in any of the currencies, currency units
or composite currencies which may be designated for such election by delivering
to the Trustee for such series of Registered Securities a written election with
signature guarantees and in the applicable from established pursuant to Section
3.1, not later than the close of business on the Election Date immediately
preceding the applicable payment date.  If a Holder

39

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

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

40

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

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

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

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

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

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

41

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

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

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

42

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

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

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

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

(c)  If the Exchange Rate Agent shall resign, be removed or
become incapable of acting, or if a vacancy shall occur in the office of the
Exchange Rate Agent for any cause, with respect to the Securities of one or more
series, the Company, by or pursuant to a Board Resolution, shall promptly
appoint a successor Exchange Rate Agent or Exchange Rate

43

Agents with respect to the Securities of that or those series (it being
understood that any such successor Exchange Rate Agent may be appointed with
respect to the Securities of one or more or all such series and that, unless
otherwise specified pursuant to Section 3.1, at any time there shall only be one
Exchange Rate Agent with respect to the Securities of any particular series that
are originally issued by the Company on the same date and that are initially
denominated or payable in the same currency or currencies, currency unit or
units or composite currency or currencies).

ARTICLE IV

SATISFACTION AND DISCHARGE

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

(1)  either

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

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

(i)   have become due and payable, or

44

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

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

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

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

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

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

SECTION 4.2  APPLICATION OF TRUST FUNDS; INDEMNIFICATION.
Subject to the provisions of the last paragraph of Section 10.3, all money
deposited with the Trustee pursuant to Section 4.1 shall be held in trust and
applied by it, in accordance with the provisions of the Securities, the coupons
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any), any interest and Additional Amounts for whose payment such money has been
deposited with or received by the

45

Trustee, but such money need not be segregated from other funds except to the
extent required by law.

ARTICLE V

REMEDIES

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

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

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

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

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

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

(A)  commences a voluntary case,

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

46

(C)  consents to the appointment of a Custodian of it or for
all or substantially all of its property, or

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

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

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

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

(C)  orders the liquidation of the Company or any of its
Subsidiaries,

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

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

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

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

47

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

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

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

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

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

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

(B)  the principal of (and premium, if any, on) any
Outstanding Securities of that series which have become due
otherwise than by such declaration of acceleration and interest

48

thereon at the rate or rates borne by or provided for in such
Securities,

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

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

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

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

SECTION 5.3  COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY TRUSTEE.  The Company covenants that if:

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

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

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

If the Company fails to pay such amounts forthwith upon such demand,
the Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, and may
prosecute such proceeding to judgment or final decree, and may enforce the same
against the Company or any other obligor

49

upon such Securities of such series and collect the moneys adjudged or decreed
to be payable in the manner provided by law out of the property of the Company
or any other obligor upon such Securities of such series, wherever situated.

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

SECTION 5.4  TRUSTEE MAY FILE PROOFS OF CLAIM.  In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Company or any other obligor upon the Securities or
the property of the Company or of such other obligor or their creditors, the
Trustee (irrespective of whether the principal of the Securities of any series
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Trustee shall have made any demand on
the Company for the payment of overdue principal, premium, if any, or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:

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

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

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

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder of a Security
or coupon any plan of reorganization, arrangement, adjustment or composition
affecting the Securities or coupons or

50

the rights of any Holder thereof, or to authorize the Trustee to vote in respect
of the claim of any Holder of a Security or coupon in any such proceeding.

SECTION 5.5  TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF
SECURITIES OR COUPONS.  All rights of action and claims under this Indenture or
any of the Securities or coupons may be prosecuted and enforced by the Trustee
without the possession of any of the Securities or coupons or the production
thereof in any proceeding relating thereto, and any such proceeding instituted
by the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel, be for the ratable benefit of the Holders of the
Securities and coupons in respect of which such judgment has been recovered.

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

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

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

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

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

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

(2)  the Holders of not less than 25% in principal amount of the
Outstanding Securities of that series shall have made written request to
the

51

Trustee to institute proceedings in respect of such Event of Default in
its own name as Trustee hereunder;

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

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

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

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

SECTION 5.8  UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL,
PREMIUM AND INTEREST.  Notwithstanding any other provision in this Indenture,
the Holder of any Security or coupon shall have the right which is absolute and
unconditional to receive payment of the principal of (and premium, if any) and
(subject to Sections 3.5 and 3.7) interest on, and any Additional Amounts in
respect of, such Security or payment of such coupon on the respective due dates
expressed in such Security or coupon (or, in the case of redemption, on the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such rights shall not be impaired without the consent of such Holder.

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

SECTION 5.10  RIGHTS AND REMEDIES CUMULATIVE.  Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Securities or coupons in the last paragraph of Section
3.6, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders of Securities or coupons is intended to be exclusive of any other
right or remedy, and every right and remedy shall, to the extent permitted by
law, be

52

cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise.  The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

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

SECTION 5.12  CONTROL BY HOLDERS OF SECURITIES.  The Holders of
a majority in principal amount of the Outstanding Securities of any series shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or exercising any trust or powers
conferred on the Trustee with respect to the Securities of such series,
PROVIDED that

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

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

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

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

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

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

Upon any such waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but

53

no such waiver shall extend to any subsequent or other default or Event of
Default or impair any right consequent thereon.

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

ARTICLE VI

THE TRUSTEE

SECTION 6.1  DUTIES OF TRUSTEE.

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

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

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

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

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

54

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

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

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

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

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

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

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

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

SECTION 6.2  RIGHTS OF TRUSTEE.

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

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

55

sufficiently evidenced as provided therein) and any resolution of the
Board of Directors may be sufficiently evidenced by a Board Resolution;

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

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

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

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

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

(8)  The Trustee shall not be liable for any action taken, suffered
or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this
Indenture; PROVIDED, HOWEVER, that the Trustee's conduct does not
constitute willful misconduct, negligence or bad faith.

SECTION 6.3  TRUSTEE'S DISCLAIMER.  The recitals contained
herein and in the Securities, except the Trustee's certificate of
authentication, and in any coupons shall be taken as the statements of the
Company, and neither the Trustee nor any Authenticating Agent assumes any
responsibility for their correctness.  The Trustee makes no representations as
to the validity

56

or sufficiency of this Indenture or of the Securities or coupons, except that
the Trustee represents that it is duly authorized to execute and deliver this
Indenture, authenticate the Securities and perform its obligations hereunder and
that the statements made by it in a Statement of Eligibility and Qualification
on Form T-1 supplied to the Company are true and accurate, subject to the
qualifications set forth therein.  Neither the Trustee nor any Authenticating
Agent shall be accountable for the use or application by the Company of
Securities or the proceeds thereof.

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

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

SECTION 6.6  COMPENSATION AND INDEMNITY.  The Company agrees:

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

(2)  except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Trustee in accordance with any provision
of this Indenture (including the reasonable compensation and the expenses
and

57

disbursements of its agents and counsel), except any such expense,
disbursement or advance as may be attributable to its negligence or bad
faith; and

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

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

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

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

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

SECTION 6.8  RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
(a)  No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article VI shall become effective until the acceptance
of appointment by the successor Trustee in accordance with the applicable
requirements of Section 6.9.

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

58

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

(d)  If at any time:

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

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

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

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

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

59

of a Security who has been a bona fide Holder of a Security of such series for
at least six months may, on behalf of itself and all others similarly situated,
petition any court of competent jurisdiction for the appointment of a successor
Trustee with respect to Securities of such series.

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

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

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

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of such successor Trustee relates; but, on request of the Company or any
successor Trustee, such retiring Trustee shall duly assign, transfer and deliver
to such successor Trustee all property and money held by such retiring Trustee
hereunder with respect to the  Securities of that or those series to which the
appointment of such successor Trustee relates.

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

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

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

SECTION 6.11  APPOINTMENT OF AUTHENTICATING AGENT.  At any time
when any of the Securities remain Outstanding, the Trustee may appoint an
Authenticating Agent or Agents with respect to one or more series of Securities
which shall be authorized to act on behalf of the Trustee to authenticate
Securities of such series issued upon exchange, registration of transfer or
partial redemption thereof, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder.  Any such appointment
shall be evidenced by an instrument in writing signed by a Responsible Officer
of the Trustee, a copy of which instrument shall be promptly furnished to the
Company.  Wherever reference is made in this Indenture to the authentication and
delivery of Securities by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a bank or trust company or corporation organized and doing business and
in good standing under the laws of the United States of America or of any State
or the District of Columbia, authorized

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under such laws to at as Authenticating Agent, having a combined capital and
surplus of not less than $1,500,000 and subject to supervision or examination by
Federal or State authorities.  If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 6.11, the combined capital and surplus of such Authentication Agent
shall be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published.  In case at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section 6.11, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 6.11.

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

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

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

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

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

Firstar Trust Company,
as Trustee

By______________________________
as Authenticating Agent

By______________________________
Authorized Signature

ARTICLE VII

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

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

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

SECTION 7.3  REPORTS BY COMPANY.  The Company will:

(1)  file with the Trustee, within 15 days after the Company is
required to file the same with the Commission, copies of the annual
reports and of the information, documents, and other reports (or copies of
such portions of any of the foregoing as the Commission may from time to
time by rules and regulations prescribe) which the Company may be required
to file with the Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act; or, if the

63

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

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

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

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

SECTION 8.1  COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS.  The Company shall not consolidate with or merge with or into any other
corporation or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:

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

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

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

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

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

ARTICLE IX

SUPPLEMENTAL INDENTURES

SECTION 9.1  SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
Without the consent of any Holders of Securities or coupons, the Company, when
authorized by or pursuant to a Board Resolution, and the Trustee, at any time
and from time to time, may enter into one or more indentures supplemental
hereto, in form satisfactory to the Trustee, for any of the following purposes:

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

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

65

(3)  to add any additional Events of Default  for the benefit of the
Holders of all or any series of Securities (and if such Events of Default
are to be for the benefit of less than all series of Securities, stating
that such Events of Default are expressly being included solely for the
benefit of such series); PROVIDED, HOWEVER, that in respect of any such
additional Events of Default such supplemental indenture may provide for a
particular period of grace after default (which period may be shorter or
longer than that allowed in the case of other defaults) or may provide for
an immediate enforcement upon such default or may limit the remedies
available to the Trustee upon such default or may limit the right of the
Holders of a majority in aggregate principal amount of that or those
series of Securities to which such additional Events of Default apply to
waive such default; or

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

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

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

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

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

(9)  to cure any ambiguity, to correct or supplement any provision
herein which may be inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising
under this Indenture,

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PROVIDED such action shall not adversely affect the interests of the
Holders of Securities of any series or any related coupons; or

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

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

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

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

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

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

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

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

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

SECTION 9.5  CONFORMITY WITH TRUST INDENTURE ACT.  Every
supplemental indenture executed pursuant to this Article IX shall conform to the
requirements of the Trust Indenture Act as then in effect.

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

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ARTICLE X

COVENANTS

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

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

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may be presented and surrendered for payment (including payment of any
Additional Amounts payable on Bearer Securities of  that series pursuant to
Section 10.9) at the place specified for that purpose pursuant to Section 3.1.

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

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

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

SECTION 10.3  MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.
If the Company shall at any time act as its own Paying Agent with respect to any
series of any Securities and any related coupons, it will, on or before each due
date of the principal of (and premium, if any), or interest on or Additional
Amounts in respect of, any of the Securities of that series, segregate and hold
in trust for the benefit of the Person entitled thereto a sum in the currency or
currencies, currency unit or unites or composite currency or currencies in which
the Securities of such series are payable (except as otherwise specified
pursuant to Section 3.1 for the Securities of such series and except, if
applicable, as provided in Sections 3.12(b), 3.12(d) and 3.12(c) sufficient to
pay the principal (and premium, if any) or interest or Additional

70

Amounts so becoming due until such sums shall be paid to such Person or
otherwise disposed of as herein provided, and will promptly notify the Trustee
of its action or failure so to act.

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

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

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

SECTION 10.4  LIMITATION ON DIVIDEND AND OTHER PAYMENT
Restrictions Affecting Restricted Subsidiaries.  The Company will not, and
will not permit any Restricted Subsidiary to, directly or indirectly, create or
otherwise cause or suffer to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to (a)(i)
pay dividends or make any other distributions on its Capital Stock or (ii) pay
any Indebtedness owed to the Company or a Restricted Subsidiary, (b) make
loans or advances to the Company or a Restricted Subsidiary or (c) transfer any
of its properties or assets to the

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Company or a Restricted Subsidiary, except for such encumbrances or restrictions
existing under or by reason of (i) any restrictions contained in Indebtedness
with respect to the Company or its Restricted Subsidiaries in existence on the
Issue Date; (ii) any restrictions, with respect to a Restricted Subsidiary
that is not a Restricted Subsidiary on the date of this Indenture, under any
agreement in existence at the time such Restricted Subsidiary becomes a
Restricted Subsidiary (unless such agreement was entered into in connection
with, or in contemplation of, such entity becoming a Restricted Subsidiary on or
after the date of this Indenture); (iii) any restrictions under any agreement
evidencing any Acquired Indebtedness of a Restricted Subsidiary; provided that
such restrictions shall not restrict or encumber any assets of the Company or
its Restricted Subsidiaries other than such Restricted Subsidiary; (iv)
restrictions existing under any agreement that refinances or replaces the
agreements containing restrictions described in clauses (i), (ii) and (iii)
above; provided that the terms and conditions of any such restrictions are in
the good faith determination of the Board of Directors no less favorable to the
Holders of the Securities than those under the agreement so refinanced or
replaced; or (v) any encumbrance or restriction due to applicable law.

SECTION 10.5  LIMITATION ON SECURED DEBT.  The Company will not,
and will not permit any Restricted Subsidiary to, create, assume or guarantee
any Secured Debt without making effective provision for securing the
Securities (and, if the Company shall so determine, any other indebtedness of or
guaranteed by the Company or such Restricted Subsidiary), equally and ratably
with such Secured Debt; PROVIDED that this covenant does not apply to debt
secured by (a) certain mortgages, pledges, liens, security interests or
encumbrances to secure payment of all or part of the purchase price or the cost
of construction or improvement of property of the Company or any Restricted
Subsidiary, (b) mortgages, pledges, liens, security interests or encumbrances on
property existing at the time of acquisition thereof, whether or not assumed by
the Company or any Restricted Subsidiary, (c) mortgages, pledges, liens,
security interests or encumbrances on property, shares of stock or indebtedness
of a corporation existing at the time such corporation becomes a Restricted
Subsidiary, (d) mortgages, pledges, liens, security interests or encumbrances on
property of a corporation existing at the time such corporation is merged into
or consolidated with the Company or any Restricted Subsidiary or at the time of
a sale, lease or other disposition of the properties of a corporation or firm as
an entirety or substantially as an entirety to the Company or any Restricted
Subsidiary, (e) mortgages, including mortgages, pledges, liens, security
interests or encumbrances, on property of the Company or any Restricted
Subsidiary in favor of the United States of America, any State thereof, or any
other country, or any agency, instrumentality or political subdivision thereof,
to secure certain payments pursuant to any contract or statute or to secure
indebtedness incurred for the purpose of financing all or any part of the
purchase price or the cost of construction or improvement of the property
subject to such mortgages, (f) any extension, renewal or replacement (or
successive extensions, renewals or replacements), in whole or in part, of any
mortgage, pledge, lien or encumbrance referred to in the foregoing clauses (a)
to (e), inclusive, provided that the principal amount of such indebtedness shall
not exceed the principal amount outstanding at the time of such extension,
renewal or replacement, and that such extension, renewal or replacement shall be
limited to property which secured the mortgage so extended, renewed or replaced
and additions to such property, or (g) any mortgage, pledge, lien, security

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interest or encumbrance securing indebtedness owing by the Company or any
Restricted Subsidiary to the Company or to one or more Restricted Subsidiaries
or both.  In addition to the foregoing specific exceptions, the Company and one
or more Restricted Subsidiaries may, without securing the Securities, create,
assume or guarantee Secured Debt which would otherwise be subject to the
foregoing restrictions, provided that, after giving effect thereto, the
aggregate amount of all Secured Debt then outstanding (not including Secured
Debt permitted under the foregoing exceptions) and the aggregate "value" of Sale
and Leaseback Transactions (as defined in Section 10.6) (other than such
transactions in connection with which indebtedness has been, or will be, retired
in accordance with clause (b) of Section 10.6) at such time does not exceed 5%
of Consolidated Net Tangible Assets.

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

SECTION 10.7  LIMITATION ON TRANSFER OF PRINCIPAL PROPERTY.  The
Company will not, and will not permit any Restricted Subsidiary to, transfer any
Principal Property to any Unrestricted Subsidiary unless it applies an amount
equal to the fair value of such property at the time of transfer, as determined
by the Board of Directors, to the retirement (other than mandatory retirement),
within 120 days after the effective date of such transfer, of indebtedness for
money borrowed by the Company or any Restricted Subsidiary which was recorded as
funded debt as of the date of its creation and which, in case of such
indebtedness of the Company, is not subordinated and junior in right of payment
of the Debt Securities.  "Principal Property" means any manufacturing plant or
other facility having a gross book value in excess

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of 1% of Consolidated Net Tangible Assets at the time of determination thereof
and owned or leased by the Company or any Restricted Subsidiary and located in
the United States of America, Canada or the Commonwealth of Puerto Rico, other
than any such manufacturing plant or other facility or portion thereof which, in
the opinion of the Board of Directors, is not of material importance to the
business conducted by the Company and its Subsidiaries as a whole.

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

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

Except as otherwise specified as contemplated by Section 3.1, if the
Securities of a series provide for the payment of Additional Amounts, at least
10 days prior to the first Interest Payment Date with respect to that series of
Securities (or if the Securities of that series will not bear interest prior to
Maturity, the first day on which a payment of principal and any premium is
made), and at least 10 days prior to each date of payment of principal and any
premium or interest if there has been any change with respect to the matters set
forth in the below-mentioned Officers' Certificate, the Company will furnish the
Trustee and the Company's principal Paying Agent or Paying Agents, if other than
the Trustee, with an Officers' Certificate instructing the Trustee and such
Paying Agent or Paying Agents whether such payment of principal of and any
premium or interest on the Securities of the series shall be made to Holders of
Securities of the series or any related coupons who are not United States
persons without withholding for or on account of any tax, assessment or other
governmental charge described in the Securities of the series.  If any such
withholding shall be required, then such Officers' Certificate shall specify by
country the amount, if any, required to be withheld on such payments to such
Holders of Securities of that series or related coupons and the Company will pay
to the Trustee or any Paying Agent the Additional Amounts required by the terms
of such Securities.  In the event that the Trustee or any Paying Agent, as the
case may be, shall not so receive the above-mentioned certificate, then the
Trustee or such Paying Agent shall be entitled (i) to assume

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that no such withholding or deduction is required with respect to any payment of
principal or interest with respect to any Securities of a series or related
coupons until it shall have received a certificate advising otherwise and (ii)
to make all payments of principal and interest with respect to the Securities of
a series or related coupons without withholding or deductions until otherwise
advised.  The Company covenants to indemnify the Trustee and any Paying Agent
for, and to hold them harmless against, any loss, liability or expense
reasonably incurred without negligence or bad faith on their part arising out of
or in connection with actions taken or omitted by any of them in reliance on any
Officer's Certificate furnished pursuant to this Section.

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

ARTICLE XI

REDEMPTION OF SECURITIES

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

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

SECTION 11.3  SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.
If less than all the Securities of any series issued on the same day with the
same terms are to be redeemed, the particular Securities to be redeemed shall be
selected not more than 60 days prior to the

75

Redemption Date by the Trustee, from the Outstanding Securities of such series
issued on such date with the same terms not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for securities of that series.

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

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

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

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

All notices of redemption shall state:

(1)  the Redemption Date,

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

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

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

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

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

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

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

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

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

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

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

SECTION 11.6  SECURITIES PAYABLE ON REDEMPTION DATE.   Notice of
redemption having been given as aforesaid, the Securities so to be redeemed
shall, on the Redemption Date,

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

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

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

SECTION 11.7  SECURITIES REDEEMED IN PART.  Any Registered
Security which is to be redeemed only in part (pursuant to the provisions of
this Article XI or of Article XII) shall be surrendered at a Place of Payment
therefor (with, if the Company or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
Trustee duly executed by, the Holder thereof or such Holder's attorney duly
authorized in writing) and the Company shall execute and the Trustee shall
authenticate and deliver to the

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Holder of such Security without service charge a new Security or Securities of
the same series, of any authorized denomination as requested by such Holder in
aggregate principal amount equal to and in exchange for the unredeemed portion
of the principal of the Security so surrendered.

ARTICLE XII

SINKING FUNDS

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

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

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

SECTION 12.3  REDEMPTION OF SECURITIES FOR SINKING FUND.  Not
less than 60 days prior to each sinking fund payment date for Securities of any
series, the Company will deliver to the Trustee an Officers' Certificate
specifying the amount of the next ensuing mandatory sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash in the currency or currencies,
currency unit or units or composite currency or currencies in which the
Securities of such series are payable (except as otherwise specified pursuant to
Section 3.1 for the Securities of such series and except, if applicable, as
provided in Sections 3.12(b), 3.12(d) and 3.12(c)) and the

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portion thereof, if any, which is to be satisfied by delivering and crediting
Securities of that series pursuant to Section 12.2, and the optional amount, if
any, to be added in cash to the next ensuing mandatory sinking fund payment, and
will also deliver to the Trustee any Securities to be so delivered and credited.
If such Officers' Certificate shall specify an optional amount to be added in
cash to the next ensuing mandatory sinking fund payment, the Company shall
thereupon be obligated to pay the amount therein specified.  Not less than 30
days before each such sinking fund payment date the Trustee shall select the
Securities to be redeemed upon such sinking fund payment date in the manner
specified in Section 11.3 and cause notice of the redemption thereof to be given
in the name of and at the expense of the Company in the manner provided in
Section 11.4.  Such notice having been duly given, the redemption of such
Securities shall be made upon the terms and in the manner stated  in Sections
11.6 and 11.7.

ARTICLE XIII

REPAYMENT AT THE OPTION OF HOLDERS

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

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

SECTION 13.3  EXERCISE OF OPTION.  Securities of any series
subject to repayment at the option of the Holders thereof will contain an
"Option to Elect Repayment" form on the reverse of such Securities.  To be
repaid at the option of the Holder, any Security so providing for such
repayment, with the "Option to Elect Repayment" form on the reverse of such
Security duly completed by the Holder (or by the Holder's attorney duly
authorized in writing), must be received by the Company at the Place of Payment
therefor specified in the terms of such Security (or at such other place or
places of which the Company shall from time to time notify

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the Holders of such Securities) not earlier than 45 days nor later than 30 days
prior to the Repayment Date.  If less than the entire principal amount of such
Security is to be repaid in accordance with the terms of such Security, the
principal amount of such Security to be repaid, in increments of the minimum
denomination for Securities of such series, and the denomination or
denominations of the Security or Securities to be issued to the Holder for the
portion of the principal amount of such Security surrendered that is not to be
repaid, must be specified.  The principal amount of any Security providing for
repayment at the option of the Holder thereof may not be repaid in part if,
following such repayment, the unpaid principal amount of such Security would be
less than the minimum authorized denomination of Securities of the series of
which such Security to be repaid is a part.  Except as otherwise may be provided
by the terms of any Security providing for repayment at the option of the Holder
thereof, exercise of the repayment option by the Holder shall be irrevocable
unless waived by the Company.

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

If any Bearer Security surrendered for repayment shall not be
accompanied by all appurtenant coupons maturing after the Repayment Date, such
Security may be paid after deducting from the amount payable therefor as
provided in Section 13.2 an amount equal to the face amount of all such missing
coupons, or the surrender of such missing coupon or coupons may be waived by the
Company and the Trustee if there be furnished to them such security or indemnity
as they may require to save each of them and any Paying Agent harmless.  If
thereafter the Holder of such Security shall surrender to the Trustee or any
Paying Agent any such missing coupon in respect of which a deduction shall have
been made as provided in the preceding sentence, such Holder shall be entitled
to receive the amount so deducted; PROVIDED,

81

HOWEVER, that interest represented by coupons shall be payable only at an
office or agency located outside the United States (except as otherwise provided
in Section 10.2) and, unless otherwise specified as contemplated by Section 3.1,
only upon presentation and surrender of those coupons.

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

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

ARTICLE XIV

DEFEASANCE AND COVENANT DEFEASANCE

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

SECTION 14.2  DEFEASANCE AND DISCHARGE.  Upon the Company's
exercise of the above option applicable to this Section 14.2 with respect to any
Securities of or within a series, the Company shall be deemed to have been
discharged from its obligations with respect to the Outstanding Securities of
such series and any coupons appertaining thereto on the date the conditions set
forth in Section 14.4 are satisfied (hereinafter, "defeasance").  For this
purpose, such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and any coupons appertaining thereto, which shall thereafter be
deemed to be "Outstanding" only for the purposes of

82

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

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

SECTION 14.4  CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.
The following shall be the conditions to application of Section 14.2 or Section
14.3 to any Outstanding Securities of or within a series and any coupons
appertaining thereto:

83

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

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

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

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

84

amounts, in the same manner and at the same times as would have been the case if
such defeasance had not occurred;

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

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

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

SECTION 14.5  DEPOSITED MONEY AND GOVERNMENT OBLIGATIONS TO BE
HELD IN TRUST; OTHER MISCELLANEOUS PROVISIONS.  Subject to the provisions of
the last paragraph of Section 10.3, all money and Government Obligations (or
other property as may be provided pursuant to Section 3.1) (including the
proceeds thereof) deposited with the Trustee (or other qualifying trustee,
collectively for purposes of this Section 14.5, the "Trustee") pursuant to
Section 14.4 in respect of any Outstanding Securities of any series and any
coupons appertaining thereto shall be held in trust and applied by the Trustee,
in accordance with the provisions of such Securities and any coupons
appertaining thereto and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Holders of such Securities and any coupons
appertaining thereto of all sums due and to become due thereon in respect of
principal (and premium, if any) and interest and Additional Amounts, if any, but
such money need not be segregated from other funds except to the extent required
by law.

Unless otherwise specified with respect to any Security pursuant to
Section 3.1, if, after a deposit referred to in Section 14.4(a) has been made,
(a) the Holder of a Security in respect of which such deposit was made is
entitled to, and does, elect pursuant to Section 3.12(b) or the terms of such
Security to receive payment in a currency or currency unit other than that in
which the deposit pursuant to Section 14.4(a) has been made in respect of such
Security, or (b) a Conversion Event occurs as contemplated in Section 3.12(d) or
3.12(e) or by the terms of any Security in respect of which the deposit pursuant
to Section 14.4(a) has been made, the indebtedness represented by such Security
and any coupons appertaining thereto shall be deemed to have been, and will be,
fully discharged and satisfied through the payment of the

85

principal of (and premium, if any) and interest, if any, on such Security as the
same becomes due out of the proceeds yielded by converting (from time to time as
specified below in the case of any such election) the amount or other property
deposited in respect of such Security into the currency or currency unit in
which such Security becomes payable as a result of such election or Conversion
Event based on the applicable Market Exchange Rate for such currency or currency
unit in effect on the second Business Day prior to each payment date, except,
with respect to a Conversion Event, for such currency or currency unit in effect
(as nearly as feasible) at the time of the Conversion Event.

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

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

*     *     *     *     *

86

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

SNAP-ON INCORPORATED

[SEAL]                              By
________________________________
Name:
Title:

Attest:

_________________________________
Title:
FIRSTAR TRUST COMPANY
Trustee

[SEAL]                              By
________________________________
Name:
Title:
Attest:

_________________________________
Title:

87

STATE OF WISCONSIN         )
)  SS:
COUNTY OF ________         )

On the ___________ day of ___________________ , 199_, before me
personally came____ , to me known, who, being by me duly sworn, did depose and
say that [he] resides at _______________ , ___________________ , that [he] is
[TITLE     ] of Snap-on Incorporated, one of the corporations described in and
which executed the foregoing instrument; that [he] knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that [he] signed [his] name thereto by like authority.

[Notarial Seal]

________________________________
Notary Public
COMMISSION EXPIRES

STATE OF WISCONSIN         )
)  SS:
COUNTY OF __________       )

On the __________ day of ___________________ , 1994, before me
personally came ____ , to me known, who, being by me duly sworn, did depose
and say that [he] resides at __________, that [he] is [TITLE     ] of Firstar
Trust Company, one of the corporations described in and which executed the
foregoing instrument; that [he] knows the seal of said corporation; that the
seal affixed to said instrument is such corporate seal; that it was so affixed
by authority of the Board of Directors of said corporation, and that [he] signed
[his] name thereto by like authority.

[Notarial Seal]

________________________________
Notary Public
COMMISSION EXPIRES

EXHIBIT A

FORMS OF CERTIFICATION

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

PAYABLE PRIOR TO THE EXCHANGE DATE

CERTIFICATE

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

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

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

We undertake to advise you promptly by tested telex on or prior to
the date on which you intend to submit your certification relating to the
above-captioned Securities held by you for our account in accordance with your
Operating Procedures if any applicable statement

A-1-1

herein is not correct on such date, and in the absence of any such notification
it may be assumed that this certification applies as of such date.

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

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

Dated:_______________________, 19

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

[Name of Person Making Certification]

-------------------------------------------------
(Authorized Signatory)
Name:
Title:

A-1-2

EXHIBIT A-2

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

CERTIFICATE

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

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

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

We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of

A-2-1

our Member Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

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

Dated:___________________, 19

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

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

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

A-2-2

Exhibit 4(b)

[FORM OF FACE OF NOTE]

NO. ___                                                           $_____________

[THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY.  THIS SECURITY IS NOT
EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE
DEPOSITORY OR ITS NOMINEE EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN THE INDENTURE
AND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A
WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE
DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY OR BY THE
DEPOSITORY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN
THE INDENTURE.]

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO THE
ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

SNAP-ON INCORPORATED

_____% NOTE DUE ______, SERIES ___

SNAP-ON INCORPORATED, a Delaware corporation (herein referred to as
the "Company," which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to
_____________ or registered assigns, the principal sum of __________________
Dollars [or, insert applicable currency] on ___________.

The Company will pay interest on the principal amount of this Security
semi-annually at the rate of __% per annum.  Interest Payment Dates are ________
and ________, and Regular Record Dates are ________ and ___________.

[Insert provisions for Additional Amounts, if applicable.]

Reference is made to the further provisions of this Security set forth
herein, which will for all purposes have the same effect as if set forth at this
place.

Dated:  _____________

SNAP-ON INCORPORATED

By:
-------------------------------------
Attest:                                  (SEAL)

_________________________
Secretary

TRUSTEE'S CERTIFICATE OF
AUTHENTICATION

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

By
--------------------------------
Authorized Signatory

2

[FORM OF REVERSE OF NOTE]

SNAP-ON INCORPORATED
______% NOTE DUE ______, SERIES _____

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

[Insert provisions on the payment of Additional Amounts, if applicable.]

2.   METHOD OF PAYMENT.  The Company will pay interest [and Additional
Amounts] on the Securities (except defaulted interest) to the Persons who are
registered holders of the Securities ("Holders") at the close of business on the
Regular Record Dates referred to on the other side of this Security. Holders of
Securities must surrender them to a Paying Agent to collect principal payments.
The Company will pay principal [, Additional Amounts] and interest in money of
the United States that at the time of payment is legal tender for payment of
public and private debts [or, insert applicable currency]. The Company, at its
option, may pay principal and interest by check payable in such money.  It may
mail an interest check to a Holder's registered address.  If a payment date is
not a Business Day at a Place of Payment, payment may be made at that place on
the next succeeding Business Day, and no interest on the amount payable on such
payment date shall accrue for the intervening period.

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

3

Company or any of its Subsidiaries may act as Paying Agent, Registrar or
co-registrar.

4.   INDENTURE.  The Company issued the Securities under an Indenture
dated as of ______ __, 199_ (as it may be amended from time to time in
accordance with the terms thereof, the "Indenture") between the Company and the
Trustee.  The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code Sections  77aaa-77bbbb) as in effect on the date of the Indenture
"Act").  The Securities are subject to all such terms, and Holders are referred
to the Indenture and such Act for a statement of such terms.

5.   REDEMPTION.  [IF APPLICABLE, INSERT --  The Securities of this
series may not be redeemed prior to Maturity.]

[IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption [(1)] [IF APPLICABLE, INSERT -- on __________ in any year commencing
with the year ____ and ending with the year ____ through operation of the
sinking fund for this series at a Redemption Price equal to 100% of the
principal amount, [and] (2)] [IF APPLICABLE, INSERT -- at any time [on or after
__________], as a whole or in part, at the election of the Company, at the
following Redemption Prices (expressed as percentages of the principal amount):
If redeemed on or before ____________, __%, and if redeemed] during the 12-month
period beginning ___________ of the years indicated,

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

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

[IF APPLICABLE, INSERT -- The Securities of this series are subject to
redemption (1) on ___________ in any year commencing with the year ____ and
ending with the year ____ through operation of the sinking fund for this series
at

4

the Redemption Prices for redemption through operation of the sinking fund
(expressed as percentages of the principal amount) set forth in the table below,
and (2) at any time [on or after _________], as a whole or in part, at the
election of the Company, at the Redemption Prices for redemption otherwise than
through operation of the sinking fund (expressed as percentages of the principal
amount) set forth in the table below:  If redeemed during the 12-month period
beginning ___________ of the years indicated,

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

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

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

Notice of redemption will be given by mail to Holders of Securities,
not less than 30 nor more than 60 days prior to the date fixed for redemption,
all as provided in the Indenture.

5

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

6.   [REPURCHASE OF SECURITIES AT THE OPTION OF THE HOLDER. Subject to
the terms and conditions of the Indenture,[insert applicable repurchase
options].]

7.   DENOMINATIONS, TRANSFER, EXCHANGE.  The Securities are in
registered form, without coupons, in denominations of $1,000 and in integral
multiples of $1,000 [or, insert applicable denomination].  A Holder may transfer
or exchange Securities as provided in the Indenture.  The Registrar may require
a Holder, among other things, to furnish appropriate endorsements and transfer
documents and to pay any taxes and fees required by law or permitted by the
Indenture.

8.   PERSONS DEEMED OWNERS.  The registered Holder of a Security may
be treated as its owner for all purposes.

9.   AMENDMENTS AND WAIVERS.  Subject to certain exceptions, the
Indenture or the Securities with respect to any series may be amended with the
consent of the Holders of a majority in principal amount of the then outstanding
Securities of such series, and any existing default with respect to any series
(except a payment default) may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Securities of such series.
Without the consent of any Holder of a particular series, the Indenture or the
Securities with respect to such series may be amended (a) to evidence the
succession of another Person to the Company and the assumption by any such
successor of the covenants of the Company, (b) to add to the covenants of the
Company for the benefit of the Holders or to surrender any right or power
conferred upon the Company, (c) to add any additional Events of Default for the
benefit of the Holders, (d) to add to or change any of the provisions of the
Indenture to provide that Bearer Securities may be registrable as to principal,
to change or eliminate any restrictions on the payment of principal of or any
premium or interest on Bearer Securities, to permit Bearer Securities to be
issued in exchange for Registered Securities, to permit Bearer Securities to be
issued in exchange for Bearer Securities of other authorized denominations or to
permit or facilitate the issuance of Securities in uncertificated form, PROVIDED
that any such action shall not adversely affect the interests of the Holders of
Securities of any series or any related coupons, (e) to change or eliminate any
of the provisions of the Indenture,

6

PROVIDED that any such change or elimination shall become effective only when
there is no Security Outstanding of any series created prior to the execution of
such supplemental indenture which is entitled to the benefit of such provision,
(f) to secure the Securities pursuant to the requirements of the Indenture, or
otherwise, (g) to establish the form or terms of the Securities as permitted by
the Indenture, (h) to evidence and provide for the acceptance of appointment
under the Indenture by a successor Trustee and to add to or change any of the
provisions of the Indenture as shall be necessary to provide for or facilitate
the administration of the trusts thereunder by more than one Trustee, (i) to
cure any ambiguity or inconsistency, or to make any other provisions with
respect to matters or questions arising under the Indenture, PROVIDED such
action shall not adversely affect the interests of the Holders of Securities of
any series or any related coupons, or (j) to supplement any of the provisions of
the Indenture to such extent as shall be necessary to permit or facilitate the
defeasance and discharge of any series of Securities pursuant to the Indenture,
PROVIDED that any such action shall not adversely affect interests of the
Holders of Securities of such series and any related coupons or any other series
of Securities.

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

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

12.  DEFAULTS AND REMEDIES.  Under the Indenture, Events of Default
with respect to any series of the Securities include:  default in payment of any
installment of interest on or any Additional Amounts payable with respect to any
Security of that series for 30 days; default in payment of all or any part of
the principal of (or premium, if any, on) any Security of that series; default
in the deposit of any sinking fund payment when due; failure by the Company to
comply with any of its other agreements in the Indenture or in the Securities
(for 60 days after notice); certain defaults under and accelerations of other
Indebtedness; certain final judgments which remain undischarged; and certain
events of bank-

7

ruptcy or insolvency.  If an Event of Default with respect to any series occurs
and is continuing, the Trustee or the Holders of at least 25% in principal
amount of the then outstanding Securities of that series may declare all the
Securities of that series to be due and payable as provided in the Indenture,
except that in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Securities become due and payable
immediately without further action or notice. Holders may not enforce the
Indenture or the Securities except as provided in the Indenture.  The Trustee
may require indemnity satisfactory to it before it enforces the Indenture or the
Securities.  Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Securities may direct the Trustee in its exercise
of any trust or power.  The Trustee may withhold from Holders notice of any
continuing default (except a default in payment of principal (or premium, if
any), interest or any Additional Amounts) if it determines that withholding
notice is in their interests.  The Company must furnish an annual compliance
certificate to the Trustee.

13.  TRUSTEE DEALINGS WITH COMPANY.  Subject to certain limitations
imposed by the Act, the Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Securities, and may otherwise
deal with the Company or its Affiliates, as if it were not Trustee.

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

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

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

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

8

Snap-on Incorporated
2801-80th Street
Kenosha, Wisconsin 53141-1410
Attention: General Counsel

9

ASSIGNMENT FORM

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

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

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

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

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

Date:_______                       Your signature:
-----------------------------

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

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

10

[OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Security purchased by the Company
pursuant to Section _________ of the Indenture,

check the box   / /

If you want to elect to have only part of this Security purchased by
the Company pursuant to Section ________ of the Indenture, state the amount you
elect to have purchased:

$_______

Date:                         Your signature:
-----------                             -----------------------------------
(Sign exactly as your name appears
on the face of this Security)

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

11

[SCHEDULE OF EXCHANGES FOR DEFINITIVE SECURITIES

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

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

12

Exhibit 4(c)

FORM OF DEBT WARRANT AGREEMENT
- --------------------------------------------------------------------------------

SNAP-ON INCORPORATED

and

____________________
As Warrant Agent

____________________

Warrant Agreement

Dated as of _________ __, 199_

____________________

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

TABLE OF CONTENTS[1]

Page
----
Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    1

ARTICLE I

ISSUANCE, EXECUTION AND COUNTERSIGNATURE
OF WARRANT CERTIFICATES

Section 1.1  Issuance of Warrant Certificates. . . . . . . . . . . . . . .    2
Section 1.2  Form of Warrant Certificates. . . . . . . . . . . . . . . . .    2
Section 1.3  Execution and Authentication of
Warrant Certificates. . . . . . . . . . . . . . . . . . . . .    2
Section 1.4  Temporary Warrant Certificates. . . . . . . . . . . . . . . .    4
Section 1.5  Payment of Taxes. . . . . . . . . . . . . . . . . . . . . . .    4
Section 1.6  Definition of Holder. . . . . . . . . . . . . . . . . . . . .    4

ARTICLE II

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.1  Warrant Price . . . . . . . . . . . . . . . . . . . . . . . .    5
Section 2.2  Duration of Warrants. . . . . . . . . . . . . . . . . . . . .    5
Section 2.3  Exercise of Warrants. . . . . . . . . . . . . . . . . . . . .    6

ARTICLE III

[REGISTRATION,] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES

Section 3.1  [Registration,] Exchange and Transfer
of Warrant Certificates . . . . . . . . . . . . . . . . . . .    7

Section 3.2  Mutilated, Destroyed, Lost or Stolen
Warrant Certificates. . . . . . . . . . . . . . . . . . . . .    8
Section 3.3  Persons Deemed Owners . . . . . . . . . . . . . . . . . . . .    9
Section 3.4  Cancellation of Warrant Certificates. . . . . . . . . . . . .   10

- -------------------------
[1]  The Table of Contents is not a part of the Warrant Agreement.

i

Page
----

ARTICLE IV

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

Section 4.1  No Rights as Holders of Warrant Debt
Securities Conferred by Warrants or
Warrant Certificates. . . . . . . . . . . . . . . . . . . . .   10
Section 4.2  Holder of Warrant Certificate May
Enforce Rights. . . . . . . . . . . . . . . . . . . . . . . .   10

ARTICLE V

CONCERNING THE WARRANT AGENT

Section 5.1  Warrant Agent . . . . . . . . . . . . . . . . . . . . . . . .   11
Section 5.2  Conditions of Warrant Agent's
Obligations . . . . . . . . . . . . . . . . . . . . . . . . .   11
Section 5.3  Resignation, Removal and Appointment
of Successor. . . . . . . . . . . . . . . . . . . . . . . . .   14

ARTICLE VI

MISCELLANEOUS

Section 6.1  Consolidations and Mergers of the
Company and Sales, Leases and
Conveyances Permitted Subject to
Certain Conditions. . . . . . . . . . . . . . . . . . . . . .   15
Section 6.2  Rights and Duties of Successor
Corporation . . . . . . . . . . . . . . . . . . . . . . . . .   16
Section 6.3  Amendment . . . . . . . . . . . . . . . . . . . . . . . . . .   16
Section 6.4  Notice and Demands to the Company
and Warrant Agent . . . . . . . . . . . . . . . . . . . . . .   16
Section 6.5  Addresses . . . . . . . . . . . . . . . . . . . . . . . . . .   17
Section 6.6  Governing Law . . . . . . . . . . . . . . . . . . . . . . . .   17
Section 6.7  Delivery of Prospectus. . . . . . . . . . . . . . . . . . . .   17
Section 6.8  Obtaining of Governmental Approvals . . . . . . . . . . . . .   17
Section 6.9  Persons Having Rights under Warrant
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . .   17
Section 6.10 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . .   18
Section 6.11 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . .   18
Section 6.12 Inspection of Agreement . . . . . . . . . . . . . . . . . . .   18

Testimonium. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   19
Exhibit A - Form of Warrant Certificate

ii

THIS WARRANT AGREEMENT, dated as of __________, 19__, between Snap-on
Incorporated, a corporation duly organized and existing under the laws of the
State of Delaware (the "Company") and _____________________, a [corporation]
[national banking association] organized and existing under the laws of
_______________, as Warrant Agent (herein called the "Warrant Agent").

WHEREAS, the Company has entered into an Indenture dated as of
____________, 1994 (the "Indenture), with Firstar Trust Company, a Wisconsin
state banking association, as trustee (such trustee, and any successors to such
trustee, herein called the "Trustee"), providing for the issuance from time to
time of its unsecured and unsubordinated notes or other evidences of senior
indebtedness, to be issued in one or more series as provided in the Indenture.

WHEREAS, the Company proposes to sell [IF OFFERED DEBT SECURITIES AND
WARRANTS -- [title of Debt Securities being offered] (the "Offered Debt
Securities") with] warrant certificates (such warrant certificates and other
warrant certificates issued pursuant to this Agreement herein called the
"Warrant Certificates") evidencing one or more warrants ("Warrants" or,
individually, a "Warrant") representing the right to purchase [title of Debt
Securities purchasable through exercise of Warrants ] (the "Warrant Debt
Securities"); and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, exchange, exercise and replacement of the Warrant Certificates, and in
this Agreement wishes to set forth, among other things, the form and provisions
of the Warrant Certificates and the terms and conditions on which they may be
issued, exchanged, exercised and replaced;

NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

ARTICLE I

ISSUANCE, EXECUTION AND COUNTERSIGNATURE
OF WARRANT CERTIFICATES

Section 1.1  ISSUANCE OF WARRANT CERTIFICATES. [IF WARRANTS ALONE--
Upon issuance, each Warrant Certificate shall evidence one or more Warrants.]
[IF OFFERED DEBT SECURITIES AND WARRANTS -- Warrant Certificates shall be
[initially] issued in units with the Offered Debt Securities and shall [not] be
separately transferable [before ____________, 19__ (the "Detachable Date")].
Each such unit shall consist of a Warrant Certificate or Certificates evidencing
an aggregate of ____ Warrants for each $___________ principal amount of Offered
Debt Securities.]  Each Warrant evidenced thereby shall represent the right,
subject to the provisions contained herein and therein, to purchase Warrant Debt
Securities in the aggregate principal amount of $________.

Section 1.2  FORM OF WARRANT CERTIFICATES.  The Warrant Certificates
(including the Form[s] of Exercise [and Assignment] to be set forth on the
reverse thereof) shall be in substantially the form set forth in Exhibit A
hereto, shall be printed, lithographed or engraved on steel engraved borders (or
in any other manner determined by the officers executing such Warrant
Certificates) and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which the
Warrant Certificates may be listed or as may, consistently herewith, be
determined by the officers executing such Warrant Certificates, as evidenced by
their execution of the Warrant Certificates.

Section 1.3  EXECUTION AND AUTHENTICATION OF WARRANT CERTIFICATES. The
Warrant Certificates shall be executed on behalf of the Company by its Chairman,
its President or one or its Vice Presidents (any reference to a Vice President
of the Company herein shall be deemed to include any Vice President of the
Company whether or not designated by a number or a word or words added before or
after the title "Vice President") under its corporate seal reproduced thereon
attested to by its Treasurer or Secretary or one of its Assistant Treasurers or
Assistant

2

Secretaries.  The signature of any of these officers on the Warrant Certificates
may be manual or facsimile.

Warrant Certificates evidencing the right to purchase an aggregate
principal amount not exceeding $____________ of Warrant Debt Securities (except
as provided in Sections 1.4, 2.3(c), 3.1 and 3.2) may be executed by the Company
and delivered to the Warrant Agent upon the execution of this Warrant Agreement
or from time to time thereafter.  The Warrant Agent shall, upon receipt of
Warrant Certificates duly executed on behalf of the Company, authenticate
Warrant Certificates evidencing Warrants representing the right to purchase up
to $_____________ aggregate principal amount of Warrant Debt Securities and
shall deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant
Agent shall authenticate a Warrant Certificate only if the Warrant Certificate
is issued in exchange or substitution for one or more previously authenticated
Warrant Certificates [IF REGISTERED WARRANTS -- or in connection with their
transfer], as hereinafter provided.

Each Warrant Certificate shall be dated the date of its authentication
by the Warrant Agent.

No Warrant Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, and no Warrant evidenced
thereby shall be exercisable, until such Warrant Certificate has been
authenticated by the manual signature of the Warrant Agent.  Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence, and the only evidence, that the Warrant Certificate so
authenticated has been duly issued hereunder.

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

3

Section 1.4  TEMPORARY WARRANT CERTIFICATES. Pending the preparation
of definitive Warrant Certificates, the Company may execute, and upon the order
of the Company the Warrant Agent shall authenticate and deliver, temporary
Warrant Certificates which are printed, lithographed, typewritten, mimeographed
or otherwise produced substantially of the tenor of the definitive Warrant
Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Warrant Certificates may determine, as evidenced by their
execution of such Warrant Certificates.

If temporary Warrant Certificates are issued, the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay. After
the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive Warrant Certificates upon
surrender of the temporary Warrant Certificates at the corporate trust office of
the Warrant Agent [or            ], without charge to the Holder (as defined in
Section 1.6 below).  Upon surrender for cancellation of any one or more
temporary Warrant Certificates the Company shall execute and the Warrant Agent
shall authenticate and deliver in exchange therefor definitive Warrant
Certificates representing the same aggregate number of Warrants.  Until so
exchanged, the temporary Warrant Certificates shall in all respects be entitled
to the same benefits under this Agreement as definitive Warrant Certificates.

Section 1.5  PAYMENT OF TAXES. The Company will pay all stamp taxes
and other duties, if any, to which, under the laws of the United States of
America or any State or political subdivision thereof, this Agreement or the
original issuance of the Warrant Certificates may be subject.

Section 1.6  DEFINITION OF HOLDER. The term "Holder" as used herein
shall mean [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE --, prior to the Detachable Date, the registered owner of the Offered
Debt Security to which such Warrant Certificate was initially attached, and,
after such Detachable Date,] [if bearer Warrants, the bearer of such Warrant
Certificates] [if registered Warrants, the person in whose name at the time such
Warrant Certificate shall

4

be registered upon the books to be maintained by the Warrant Agent for that
purpose pursuant to Section 3.01]. [IF OFFERED DEBT SECURITIES AND WARRANTS
WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date, the
Company will, or will cause the registrar of the Offered Debt Securities to,
make available to the Warrant Agent current information as to Holders of the
Offered Debt Securities.]

ARTICLE II

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.1  WARRANT PRICE.[2]  During the period from ____________,
19__ through and including ____________, 19__, each Warrant shall entitle the
Holder thereof, subject to the provisions of this Agreement, to purchase from
the Company the principal amount of Warrant Debt Securities stated in the
Warrant Certificate at the exercise price of __% of the principal amount thereof
[plus accrued amortization, if any, of the original issue discount of the
Warrant Debt Securities] [plus accrued interest, if any, from the most recent
date from which interest shall have been paid on the Warrant Debt Securities or,
if no interest shall have been paid on the Warrant Debt Securities, from
____________, 19__].

[In each case, the original issue discount ($__________ for each
$1,000 principal amount of Warrant Debt Securities) will be amortized at a ___%
annual rate, computed on a[n] [semi-]annual basis [using a 360-day year
consisting of twelve 30-day months].]  Such exercise price of each Warrant is
referred to in this Agreement as the "Exercise Price."

Section 2.2  DURATION OF WARRANTS.  Any Warrant evidenced by a Warrant
Certificate may be exercised at any time, as specified herein, on or after [the
date thereof] [_______________, 19__] and at or before the close of business on
_______________, 19__ (the "Expiration Date"). Each Warrant not exercised at or
before the

- -------------------------
[2]  Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Warrants and the Warrant Debt Securities.

5

close of business on the Expiration Date shall become void, and all rights of
the Holder of the Warrant Certificate evidencing such Warrant under this
Agreement or otherwise shall cease.

Section 2.3  EXERCISE OF WARRANTS.  (a) During the period specified in
Section 2.2, any whole number of Warrants may be exercised by surrendering the
Warrant Certificate evidencing such Warrants at the place or at the places set
forth in the Warrant Certificate, with the purchase form set forth in the
Warrant Certificate duly executed, accompanied [by payment in full, in lawful
money of the United States of America, [in cash or by certified check or
official bank check in New York Clearing House funds]] [by surrender of the
[specified aggregate amount of [identified securities]] [by bank wire transfer
in immediately available funds], of the Exercise Price for each Warrant
exercised.  The date on which payment in full of the Exercise Price for a
Warrant and the duly executed and completed Warrant Certificate are received by
the Warrant Agent shall be deemed to be the date on which such Warrant is
exercised.  The Warrant Agent shall deposit all funds received by it as payment
for the exercise of Warrants to the account of the Company maintained with it
for such purpose and shall advise the Company by telephone at the end of each
day on which such a payment is received of the amount so deposited to its
account.  The Warrant Agent shall promptly confirm such telephonic advice to the
Company in writing.

(b)  The Warrant Agent shall from time to time, as promptly as
practicable after the exercise of any Warrants in accordance with the terms and
conditions of this Agreement and the Warrant Certificates, advise the Company
and the Trustee of (i) the number of Warrants so exercised, (ii) the
instructions of each Holder of the Warrant Certificates evidencing such Warrants
with respect to delivery of the Warrant Debt Securities to which such Holder is
entitled upon such exercise, and instructions of such Holder as to delivery of
Warrant Certificates evidencing the balance, if any, of the Warrants remaining
after such exercise, and (iii) such other information as the Company or the
Trustee shall reasonably require.

(c)  As soon as practicable after the exercise of any Warrants,
the Company shall issue, pursuant

6

to the Indenture, in authorized denominations, to or upon the order of the
Holder of the Warrant Certificate evidencing such Warrants, the Warrant Debt
Security or Warrant Debt Securities to which such Holder is entitled in fully
registered form, registered in such name or names as may be directed by such
Holder; and, if fewer than all of the Warrants evidenced by such Warrant
Certificate were exercised, the Company shall execute and an authorized officer
of the Warrant Agent shall manually authenticate and deliver a new Warrant
Certificate evidencing the number of Warrants remaining unexercised.

(d)  The Company shall not be required to pay any stamp or other
tax or other governmental charge required to be paid in connection with any
transfer involved in the issue of the Warrant Debt Securities; and in the event
that any such transfer is involved, the Company shall not be required to issue
or deliver any Warrant Debt Securities until such tax or other charge shall have
been paid or it has been established to the Company's satisfaction that no such
tax or other charge is due.

ARTICLE III

[REGISTRATION,] EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES

Section 3.1  [REGISTRATION,] EXCHANGE AND TRANSFER OF WARRANT
CERTIFICATES.  [IF REGISTERED WARRANTS -- The Warrant Agent shall keep, at its
corporate trust office [and at_____________], books in which, subject to such
reasonable regulations as it may prescribe, it shall register Warrant
Certificates and transfers of outstanding Warrant Certificates].

[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Prior to the Detachable Date, a Warrant Certificate may be
exchanged or transferred only together with the Offered Debt Security to which
such Warrant Certificate was initially attached, and only for the purpose of
effecting, or in conjunction with, an exchange or transfer of such Offered Debt
Security.  Additionally, on or prior to the Detachable Date, each transfer or
exchange of an Offered Debt Security [on the register of the Offered Debt
Securities] shall oper-

7

ate also to transfer or exchange the Warrant Certificate or Certificates to
which such Offered Debt Security was initially attached.  After the Detachable
Date, upon] [IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY
DETACHABLE OR IF WARRANTS ALONE -- Upon] surrender at the corporate trust
office of the Warrant Agent [or ___________] of Warrant Certificates properly
endorsed [or accompanied by appropriate instruments of transfer] and accompanied
by written instructions for [transfer or] exchange, all in form satisfactory to
the Company and the Warrant Agent, such Warrant Certificates may be exchanged
for other Warrant Certificates [IF REGISTERED WARRANTS -- or may be transferred
in whole or in part]; provided that Warrant Certificates issued in exchange for
[or upon transfer of] surrendered Warrant Certificates shall evidence the same
aggregate number of Warrants as the Warrant Certificates so surrendered.  No
service charge shall be made for any exchange [or transfer] of Warrant
Certificates, but the Company may require payment of a sum sufficient to cover
any stamp or other tax or governmental charge that may be imposed in connection
with any such exchange [or transfer].  Whenever any Warrant Certificates are so
surrendered for exchange [or transfer], the Company shall execute and an
authorized officer of the Warrant Agent shall manually authenticate and deliver
to the person or persons entitled thereto a Warrant Certificate or Warrant
Certificates as so requested. The Warrant Agent shall not be required to effect
any exchange [or transfer] which would result in the issuance of a Warrant
Certificate evidencing a fraction of a Warrant or a number of full Warrants and
a fraction of a Warrant. All Warrant Certificates issued upon any exchange [or
transfer] of Warrant Certificates shall evidence the same obligations, and be
entitled to the same benefits under this Agreement, as the Warrant Certificates
surrendered for such exchange [or transfer].

Section 3.2  MUTILATED, DESTROYED, LOST OR STOLEN WARRANT
CERTIFICATES.  If any mutilated Warrant Certificate is surrendered to the
Warrant Agent, the Company shall execute and an officer of the Warrant Agent
shall manually authenticate and deliver in exchange therefore a new Warrant
Certificate of like tenor and principal amount and bearing a number not
contemporaneously outstanding. If there shall be delivered to the Company and
the Warrant Agent (i) evidence to their satisfaction of the destruction, loss or
theft of any

8

Warrant Certificate and of the ownership thereof and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute and upon its request an officer of the
Warrant Agent shall manually authenticate and deliver, in lieu of any such
destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like
tenor and principal amount and bearing a number not contemporaneously
outstanding. Upon the issuance of any new Warrant Certificate under this
Section, the Company may require the payment of a sum sufficient to cover any
tax or other governmental charge that may be imposed in relation thereto and any
other expenses (including the fees and expenses of the Warrant Agent) connected
therewith. Every new Warrant Certificate issued pursuant to this Section in lieu
of any destroyed, lost or stolen Warrant Certificate shall evidence an original
additional contractual obligation of the Company, whether or not the destroyed,
lost or stolen Warrant Certificate shall be at any time enforceable by anyone,
and shall be entitled to all the benefits of this Agreement equally and
proportionately with any and all other Warrant Certificates duly issued
hereunder. The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Warrant Certificates.

Section 3.3  PERSONS DEEMED OWNERS. [If Offered DEBT SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date,
the Company, the Warrant Agent and all other persons may treat the registered
owner of any Offered Debt Security as the owner of the Warrant Certificates
initially attached thereto for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced by such Warrant
Certificates, any notice to the contrary notwithstanding. After the Detachable
Date,] [IF REGISTERED WARRANTS -- and prior to due presentment of a Warrant
Certificate for registration of transfer, the] [IF OFFERED DEBT SECURITIES AND
WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE -- The] Company, the
Warrant Agent and all other persons may treat the Holder as the owner thereof
for any purpose and as the person

9

entitled to exercise the rights represented by the Warrants evidenced thereby,
any notice to the contrary notwithstanding.

Section 3.4  CANCELLATION OF WARRANT CERTIFICATES. Any Warrant
Certificate surrendered for exchange [,  transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent, and [IF WARRANT CERTIFICATES ARE ISSUED IN BEARER FORM -- ,
except as provided below,] all Warrant Certificates surrendered or so delivered
to the Warrant Agent shall be promptly cancelled by it and shall not be reissued
and, except as expressly permitted by this Agreement, no Warrant Certificate
shall be issued hereunder in lieu or in exchange thereof. [IF WARRANT
CERTIFICATES ARE ISSUED IN BEARER FORM -- Warrant Certificates delivered to the
Warrant Agent in exchange for Warrant Certificates of other denominations may be
retained by the Warrant Agent for reissue as authorized hereunder.] The Company
may at any time deliver to the Warrant Agent for cancellation any Warrant
Certificates previously issued hereunder which the Company may have acquired in
any manner whatsoever, and all Warrant Certificates so delivered shall be
promptly cancelled by the Warrant Agent. All cancelled Warrant Certificates held
by the Warrant Agent shall be disposed of, as instructed by the Company, subject
to applicable law.

ARTICLE IV

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

Section 4.1  NO RIGHTS AS HOLDERS OF WARRANT DEBT SECURITIES CONFERRED
BY WARRANTS OR WARRANT CERTIFICATES. No Warrant Certificate or Warrant evidenced
thereby shall entitle the Holder thereof to any of the rights of a Holder of the
Warrant Debt Securities, including, without limitation, the right to receive the
payment of principal of (or premium, if any) or interest, if any, on the Warrant
Debt Securities or to enforce any of the covenants in the Indenture.

Section 4.2  HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any Holder of any
Warrant Certificate,

10

without the consent of the Warrant Agent, the Trustee, the holder of any Warrant
Debt Securities or the Holder of any other Warrant Certificate, may, on its own
behalf and for its own benefit, enforce, and may institute and maintain any
suit, action or proceeding against the Company suitable to enforce or otherwise
in respect of, its right to exercise the Warrant or Warrants evidenced by his
Warrant Certificate in the manner provided in the Warrant Certificates and in
this Agreement.

ARTICLE V

CONCERNING THE WARRANT AGENT

Section 5.1  WARRANT AGENT. The Company hereby appoints
________________________ as Warrant Agent of the Company in respect of the
Warrants and the Warrant Certificates upon the terms and subject to the
conditions herein set forth, and ____________________________ hereby accepts
such appointment.  The Warrant Agent shall have the power and authority granted
to and conferred upon it in the Warrant Certificates and hereby and such further
power and authority to act on behalf of the Company as the Company may hereafter
grant to or confer upon it.  All of the terms and provisions with respect to
such power and authority contained in the Warrant Certificates are subject to
and governed by the terms and provisions hereof.

Section 5.2  CONDITIONS OF WARRANT AGENT'S OBLIGATIONS. The Warrant
Agent accepts its obligations herein set forth, upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all
of which the rights hereunder of the Holders from time to time of the Warrant
Certificates shall be subject:

(a)  COMPENSATION AND INDEMNIFICATION. The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including counsel fees)
incurred by the Warrant Agent in connection with the services rendered hereunder
by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent
for, and to hold it harmless against, any

11

loss, liability or expense incurred without negligence or bad faith on the part
of the Warrant Agent, arising out of or in connection with its acting as such
Warrant Agent hereunder, including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance at any time of its powers or duties hereunder. The obligations of
the Company under this subsection (a) shall survive the exercise of the Warrant
Certificates and the resignation or removal of the Warrant Agent.

(b)  AGENT FOR THE COMPANY.  In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the owners or Holders of the
Warrant Certificates.

(c)  COUNSEL.  The Warrant Agent may consult with counsel, which
may include counsel for the Company, and the written advice of such counsel
shall be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.

(d)  DOCUMENTS.  The Warrant Agent shall be protected and shall
incur no liability for or in respect of any action taken or omitted by it in
reliance upon any notice, direction, consent, certificate, affidavit, statement
or other paper or document reasonably believed by it to be genuine and to have
been presented or signed by the proper parties.

(e)  CERTAIN TRANSACTIONS.  The Warrant Agent, any of its
officers, directors and employees, or any other agent of the Company, in its
individual or any other capacity, may become the owner of, or acquire any
interest in, any Warrant Certificates, with the same rights that it would have
if it were not such Warrant Agent, officer, director, employee or other agent,
and, to the extent permitted by applicable law, it may engage or be interested
in any financial or other transaction with the Company and may act on, or as
depositary, trustee or agent for, any committee or body of holders of Warrant
Debt Securities or other obligations of the Company as freely as if it were not
such Warrant Agent, officer, director, employee or other agent. Nothing in

12

this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting
as Trustee under the Indenture.

(f)  NO LIABILITY FOR INTEREST.  The Warrant Agent shall not be
under any liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or of the Warrant
Certificates unless otherwise agreed to in writing by the Company and the
Warrant Agent and except for the negligence of the Warrant Agent.

(g)  NO LIABILITY FOR INVALIDITY.  The Warrant Agent shall not
incur any liability with respect to the validity of this Agreement or any of the
Warrant Certificates.

(h)  NO RESPONSIBILITY FOR REPRESENTATIONS.  The Warrant Agent
shall not be responsible for any of the recitals or representations contained
herein or in the Warrant Certificates (except as to the Warrant Agent's
Certificate of Authentication thereon), all of which are made solely by the
Company.

(i)  NO IMPLIED OBLIGATIONS.  The Warrant Agent shall be
obligated to perform such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent. The
Warrant Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it. The
Warrant Agent shall not be accountable or under any duty or responsibility for
the use by the Company of any of the Warrant Certificates authenticated by the
Warrant Agent and delivered by it to the Company pursuant to this Agreement or
for the application by the Company of the proceeds of the Warrant Certificates
or any exercise of the Warrants evidenced thereby. The Warrant Agent shall have
no duty or responsibility in case of any default by the Company in the
performance of its covenants or agreements contained herein or in the Warrant
Certificates or in the Warrant Debt Securities or in the case of the receipt of
any written demand from a Holder of a Warrant Certificate with respect to such
default, including, without limiting  the generality of the foregoing, any duty
or responsibil-

13

ity to initiate or attempt to initiate any proceeding at law or otherwise or,
except as provided in Section 6.4 hereof, to make any demand upon the Company.

Section 5.3  RESIGNATION, REMOVAL AND APPOINTMENT OF SUCCESSOR. (a)
The Company agrees, for the benefit of the Holders from time to time of the
Warrant Certificates, that there shall at all times be a Warrant Agent hereunder
until all of the Warrant Certificates are no longer exercisable.

(b)  The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which it desires its resignation to become effective; provided that,
without the consent of the Company, such date shall not be less than [three
months] after the date on which such notice is given. The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and
the date on which the Company expects such removal to become effective. Such
resignation or removal shall take effect upon the appointment by the Company of
a successor Warrant Agent (which shall be a bank or trust company organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia and authorized under such laws to exercise corporate
trust powers) by an instrument in writing filed with such successor Warrant
Agent and the acceptance of such appointment by such successor Warrant Agent
pursuant to Section 5.3(d).

(c)  In case at any time the Warrant Agent shall resign, or be
removed, or shall become incapable of acting, or shall be adjudged bankrupt or
insolvent, or shall file a voluntary petition in bankruptcy or make an
assignment for the benefit of its creditors or consent to the appointment of a
receiver or custodian of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they mature, or if a
receiver or custodian of it or of all or any substantial part of its property
shall be appointed, or if an order of any court shall be entered approving any
petition filed by or against it under the provisions of any applicable
bankruptcy or similar law, or if any public officer shall have taken charge or
control of the

14

Warrant Agent or of its property or affairs, a successor Warrant Agent,
qualified as aforesaid, shall be appointed by the Company by an instrument in
writing, filed with the successor Warrant Agent. Upon the appointment as
aforesaid of a successor Warrant Agent and acceptance by the latter of such
appointment, the Warrant Agent so superseded shall cease to be Warrant Agent
hereunder.

(d)  Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.

(e)  Any corporation into which the Warrant Agent hereunder may
be merged or converted or any corporation with which the Warrant Agent may be
consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Warrant Agent, provided that it shall be qualified as aforesaid, shall be the
successor Warrant Agent under this Agreement without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

ARTICLE VI

MISCELLANEOUS

Section 6.1  CONSOLIDATIONS AND MERGERS OF THE COMPANY AND SALES,
LEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS. To the extent
permitted in the Indenture, the Company may consolidate with, or sell

15

or convey all or substantially all of its assets to, or merge with or into any
other corporation.

Section 6.2  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION. In case of
any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein, and the predecessor corporation, except in the event of a
lease, shall be relieved of any further obligation under this Agreement and the
Warrants.  Such successor corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
Warrant Debt Securities issuable pursuant to the terms hereof.  All the Warrant
Debt Securities so issued shall in all respects have the same legal rank and
benefit under the Indenture as the Warrant Debt Securities theretofore or
thereafter issued in accordance with the terms of this Agreement and the
Indenture.

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
Warrant Debt Securities thereafter to be issued as may be appropriate.

Section 6.3  AMENDMENT. This Agreement may be amended by the parties
hereto, without the consent of the Holder of any Warrant Certificate, for the
purpose of curing any ambiguity, or of curing, correcting or supplementing any
defective provision contained herein, or making such provisions in regard to
matters or questions arising under this Agreement as the Company may deem
necessary or desirable; provided that such action shall not adversely affect the
interests of the Holders of the Warrant Certificates in any material respect.
The Warrant Agent may, but shall not be obligated to, enter into any amendment
to this Agreement which affects the Warrant Agent's own rights, duties or
immunities under this Agreement or otherwise.

Section 6.4  NOTICE AND DEMANDS TO THE COMPANY AND WARRANT AGENT. If
the Warrant Agent shall receive any notice or demand addressed to the Company by
the Holder of a Warrant Certificate pursuant to the provisions of

16

the Warrant Certificates, the Warrant Agent shall promptly forward such notice
or demand to the Company.

Section 6.5  ADDRESSES. Any communications from the Company to the
Warrant Agent with respect to this Agreement shall be addressed to
_____________, Attention: ____________________, and any communications from the
Warrant Agent to the Company with respect to this Agreement shall be addressed
to Snap-on Incorporated, 2801 80th Street, Kenosha, Wisconsin 53141-1410,
Attention: Corporate Secretary (or such other address as shall be specified in
writing by the Warrant Agent or by the Company).

Section 6.6  GOVERNING LAW. This Agreement and each Warrant
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of New York.

Section 6.7  DELIVERY OF PROSPECTUS. The Company will furnish to the
Warrant Agent sufficient copies of a prospectus, appropriately supplemented,
relating to the Warrant Debt Securities (the "Prospectus"), and the Warrant
Agent agrees that, upon the exercise of any Warrant Certificate, the Warrant
Agent will deliver to the person designated to receive Warrant Debt Securities,
prior to or concurrently with the delivery of such Securities, a Prospectus.

Section 6.8  OBTAINING OF GOVERNMENTAL APPROVALS. The Company will
from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including, without limitation, the maintenance of the effectiveness
of a registration statement in respect of the Warrant Debt Securities under the
Securities Act to 1933), which may be or become required in connection with
exercise of the Warrant Certificates and the original issuance and delivery of
the Warrant Debt Securities.

Section 6.9  PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT. Nothing in
this Agreement expressed or implied and nothing that may be inferred from any of
the provisions hereof is intended, or shall be construed, to confer upon, or
give to, any person or corporation other

17

than the Company, the Warrant Agent and the Holders of the Warrant Certificates
any right, remedy or claim under or by reason of this Agreement or of any
covenant, condition, stipulation, promise or agreement hereof; and all
covenants, conditions, stipulations, promises and agreements in this Agreement
contained shall be for the sole and exclusive benefit of the Company and the
Warrant Agent and their successors and of the Holders of the Warrant
Certificates.

Section 6.10  HEADINGS. The Article and Section headings herein and
the Table of Contents are for convenience of reference only and shall not affect
the construction hereof.

Section 6.11  COUNTERPARTS. This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.

Section 6.12  INSPECTION OF AGREEMENT. A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent [and at ____________] for inspection by the Holder of any
Warrant Certificate. The Warrant Agent may require such Holder to submit
its Warrant Certificate for inspection by it.

18

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

SNAP-ON INCORPORATED

By
--------------------------------------
[SEAL]

Attest:

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

[NAME OF WARRANT AGENT]

By
--------------------------------------
[SEAL]

Attest:

- ---------------------------------
[Assistant Secretary]

19

EXHIBIT A

[FORM OF WARRANT CERTIFICATE]
[Face]

FORM OF LEGEND IF OFFERED DEBT     [Prior to __________, this Warrant
SECURITIES WITH WARRANTS WHICH     Certificate may transferred or exchanged if
ARE NOT IMMEDIATELY DETACHABLE:    and only if the [Title of Offered Debt
Security] to which it was initially attached
is so transferred or exchanged.]

FORM OF LEGEND IF WARRANTS ARE     [Prior to ____________, Warrants evidenced by
NOT IMMEDIATELY EXERCISABLE:       this Warrant Certificate cannot be
exercised.]

EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
AGENT AS PROVIDED HEREIN

VOID AFTER THE CLOSE OF BUSINESS ON _______, 19__

SNAP-ON INCORPORATED

Warrant Certificate representing
Warrants to purchase
[Title of Warrant Debt Securities]
as described herein
-------------------------

No.                                                           _________ Warrants

This certifies that [the bearer is the] [_______________________ or
registered assigns is the registered] owner of the above indicated number of
Warrants, each Warrant entitling such [bearer [IF OFFERED DEBT SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE --, subject to the bearer
qualifying as a "Holder" of this Warrant Certificate, as hereinafter defined]
[registered owner] to purchase, at any time [after the close of business on
_________, 19__, and] on or before the close of business on __________, 19__,

A - 1

$_______ principal amount of [Title of Warrant Debt Securities] (the "Warrant
Debt Securities") of Snap-on Incorporated (the "Company"), issued or to be
issued under the Indenture (as hereinafter defined), on the following basis.*
[During the period from ________, 19__ through and including ________ 19__, each
Warrant shall entitle the Holder thereof, subject to the provisions of this
Agreement, to purchase from the Company the principal amount of Warrant Debt
Securities stated above in this Warrant Certificate at the exercise price of
___% of the principal amount thereof [plus accrued amortization, if any, of the
original issue discount of the Warrant Debt Securities] [plus accrued interest,
if any, from the most recent date from which interest shall have been paid on
the Warrant Debt Securities or, if no interest shall have been paid on the
Warrant Debt Securities, from __________, 19__]; [in each case, the original
issue discount ($________ for each $1,000 principal amount of Warrant Debt
Securities) will be amortized at a ___% annual rate, computed on a[n]
[semi-]annual basis[, using a 360-day year consisting of twelve 30-day months]
[(the "Exercise Price")].  The Holder of this Warrant Certificate may exercise
the Warrants evidenced hereby, in whole or in part, by surrendering this Warrant
Certificate, with the purchase form set forth hereon duly completed, accompanied
[by payment in full, in lawful money of the United States of America, [in cash
or by certified check or official bank check in New York Clearing House funds]
[by bank wire transfer in immediately available funds]] [by surrender of the
[specified aggregate principal amount of [identified securities]], the Exercise
Price for each Warrant exercised, to the Warrant Agent (as hereinafter defined),
at the corporate trust office of [name of Warrant Agent], or its successor as
warrant agent (the "Warrant Agent") [or at ________,] at the addresses specified
on the reverse hereof and upon compliance with and subject to the conditions set
forth herein and in the Warrant Agreement (as hereinafter defined).  This
Warrant Certificate may be exercised only for the purchase of Warrant Debt
Securities in the principal amount of [$1,000] or any integral multiple thereof.

- -------------------------
*    Complete and modify the following provisions as appropriate to reflect the
terms of the Warrants and the Warrant Debt Securities.

A - 2

The term "Holder" as used herein shall mean [IF OFFERED DEBT
SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- , prior to
___________, 19__ (the "Detachable Date"), the registered owner of the Company's
[title of Offered Debt Securities] to which such Warrant Certificate was
initially attached, and after such Detachable Date,] [the bearer of such Warrant
Certificate] [the person in whose name at the time such Warrant Certificate
shall be registered upon the books to be maintained by the Warrant Agent for
that purpose pursuant to Section 3.01 of the Warrant Agreement].

Any whole number of Warrants evidenced by this Warrant Certificate
may be exercised to purchase Warrant Debt Securities in registered form.  Upon
any exercise of fewer than all of the Warrants evidenced by this Warrant
Certificate, there shall be issued to the [bearer] [registered owner] hereof a
new Warrant Certificate evidencing the number of Warrants remaining unexercised.

This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ____________, 19__ (the "Warrant Agreement"),
between the Company and the Warrant Agent and is subject to the terms and
provisions contained in the Warrant Agreement, to all of which terms and
provisions the Holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office at the
Warrant Agent [and at ____________].

The Warrant Debt Securities to be issued and delivered upon the
exercise of warrants evidenced by this Warrant Certificate will be issued under
and in accordance with an Indenture, dated as of ______________ (the
"Indenture"), between the Company and Firstar Trust Company, a Wisconsin state
banking association, as trustee (such trustee, and any successors to such
trustee, the "Trustee") and will be subject to the terms and provisions
contained in the Warrant Debt Securities and in the Indenture.  Copies of the
Indenture, including the form of the Warrant Debt Securities, are on file at the
corporate trust office of the Trustee [and at ____________________].

[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Prior to ___________, 19__ (the "Detachable Date"), this Warrant
Certificate

A - 3

may be exchanged or transferred only together with the [title of Offered Debt
Security] (the "Offered Debt Security") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Debt Security.  Additionally, on
or prior to the Detachable Date each transfer of such Offered Debt Security on
the register of the Offered Debt Securities shall operate also to transfer this
Warrant Certificate.  After the Detachable Date, this] [IF OFFERED DEBT
SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE --
This] Warrant Certificate, and all rights hereunder, may be transferred [IF
BEARER WARRANTS -- by delivery and the Company and the Warrant Agent may treat
the bearer hereof as the owner for all purposes] [IF REGISTERED WARRANTS --
when surrendered at the corporate trust office of the Warrant Agent [or
___________] by the registered owner or his assigns, in person or by an attorney
duly authorized in writing, in the manner and subject to the limitations
provided in the Warrant Agreement].

[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- Except as provided in the immediately preceding paragraph, after]
[IF OFFERED DEBT SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ALONE -- After] authentication by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office at the Warrant Agent [or at
_______________] for Warrant Certificates representing the same aggregate number
of Warrants.

This Warrant Certificate shall not entitle the [bearer] [registered
owner] hereof to any of the rights of a [registered] [holder] of the Warrant
Debt Securities, including, without limitation, the right to receive payments of
principal (and premium, if any) or interest, if any, on the Warrant Debt
Securities or to enforce any of the covenants of the Indenture.

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

A - 4

This Warrant Certificate shall not be valid or obligatory for any
purpose until authenticated by the Warrant Agent.

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

Dated:_______________

SNAP-ON INCORPORATED

By:
-------------------------------------

Attest:

- ----------------------------
Certificate of Authentication

This is one of the Warrant Certificates referred to in the
within-mentioned Warrant Agreement.

- ----------------------------
As Warrant Agent

By:
-------------------------
Authorized Signature

A - 5

[FORM OF WARRANT CERTIFICATE]
[REVERSE]
(Instructions for Exercise of Warrants)

To exercise any Warrants evidenced hereby, the Holder of this Warrant
Certificate must pay [in cash or by certified check or official bank check in
New York Clearing House funds or by bank wire transfer in immediately available
funds], the Exercise Price in full for each of the Warrants exercised, to
_______________, Corporate Trust Department, ______________, Attn: _____________
[or ________________], which payment should specify the name of the Holder of
this Warrant Certificate and the number of Warrants exercised by such Holder. In
addition, the Holder of this Warrant Certificate should complete the information
required below and present in person or mail by registered mail this Warrant
Certificate to the Warrant Agent at the addresses set forth below.

[FORM OF EXERCISE]

(To be executed upon exercise of Warrants.)

The undersigned hereby irrevocable elects to exercise ____ Warrants,
represented by this Warrant Certificate, to purchase $________ principal amount
of the [Title of Warrant Debt Securities] (the "Warrant Debt Securities") of
Snap-on Incorporated and represents that he has tendered payment for such
Warrant Debt Securities [in cash or by certified check or official bank check in
New York Clearing House funds or by bank wire transfer in immediately available
funds] to the order of Snap-on Incorporated, c/o Treasurer in the amount of
$_________ in accordance with the terms hereof.  The undersigned requests that
said principal amount of Warrant Debt Securities be in fully registered form, in
the authorized denominations, registered in such names and delivered, all as
specified in accordance with the instructions set forth below.

If said principal amount of Warrant Debt Securities is less than all
of the Warrant Debt Securities purchasable hereunder, the undersigned requests
that a new Warrant Certificate representing the remaining balance of the
Warrants evidenced hereby be issued and

A - 6

delivered to the undersigned unless otherwise specified in the instructions
below.

Dated:

Name
------------------------------------

- ---------------------------------
(Insert Social Security or Other
Identifying Number of Holder)           Address
---------------------------------
----------------------------------------

Signature
-------------------------------
[If registered warrant -- (Signature
must conform in all respects to name of
holder as specified on the face of the
Warrant Certificate and must bear a
signature guarantee by a bank, trust
company or member broker of the New
York, Chicago or Pacific Stock
Exchange.)]

This Warrant may be exercised at the following addresses:

By hand at
-----------------------
-----------------------
-----------------------
-----------------------

By mail at
-----------------------
-----------------------
-----------------------
-----------------------

(Instructions as to form and delivery of Warrant Debt Securities and/or Warrant
Certificates):

A - 7

[FORM OF ASSIGNMENT]

(TO BE EXECUTED TO TRANSFER
THE WARRANT CERTIFICATE)

FOR VALUE RECEIVED ____________________ hereby sells, assigns and
transfers unto

Please insert social security or other
identifying number

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

- ---------------------------
(Please print name and
address including zip code)

- --------------------------------------------------------------------------------
the right represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint ________________, Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution.

Dated:

----------------------------------------
Signature
(Signature must conform in all respects
to name of holder as specified on the
face of this Warrant Certificate and
must bear a signature guarantee by a
bank, trust company or member broker of
the New York, Chicago or Pacific Stock
Exchange)

Signature Guaranteed:

- --------------------------]

A - 8

EXHIBIT 4(e)

FORM OF PREFERRED WARRANT AGREEMENT

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

SNAP-ON INCORPORATED

and

----------------------
As Warrant Agent

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

WARRANT AGREEMENT

Dated as of ____________, 199__

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

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

PAGE

TABLE OF CONTENTS(1)

Parties...................................................................  1
Recitals..................................................................  1

ARTICLE I

ISSUANCE, EXECUTION AND AUTHENTICATION
OF WARRANT CERTIFICATES

Section 1.1  Issuance of Warrant Certificates.............................  1
Section 1.2  Form of Warrant Certificate..................................  2
Section 1.3  Execution and Authentication of Warrant
Certificates.................................................  2
Section 1.4  Temporary Warrant Certificates...............................  3
Section 1.5  Payment of Taxes.............................................  4
Section 1.6  Definition of Holder.........................................  4

ARTICLE II

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.1  Warrant Price................................................  5
Section 2.2  Duration of Warrants.........................................  5
Section 2.3  Exercise of Warrants.........................................  5
Section 2.4  Reservation of Shares........................................  7

ARTICLE III

OTHER TERMS OF WARRANTS

Section 3.1  Call of Warrants by the Company..............................  7

Section 3.2  Adjustment of Exercise Price and Number
of Shares Purchasable or Number of
Warrants.....................................................  7

- --------------------
(1)    The Table of Contents is not a part of the Warrant Agreement.

i

PAGE

ARTICLE IV

REGISTRATION, EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES

Section 4.1  Registration, Exchange and Transfer of
Warrant Certificates.........................................  12
Section 4.2  Mutilated, Destroyed, Lost or Stolen
Warrant Certificates.........................................  13
Section 4.3  Persons Deemed Owners........................................  14
Section 4.4  Cancellation of Warrant Certificates.........................  14

ARTICLE V

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

Section 5.1  No Rights as Stockholders Conferred by
Warrants or Warrant Certificates.............................  15
Section 5.2  Holder of Warrant Certificate May
Enforce Rights...............................................  15

ARTICLE VI

CONCERNING THE WARRANT AGENT

Section 6.1  Warrant Agent................................................  15
Section 6.2  Conditions of Warrant Agent's
Obligations..................................................  16
Section 6.3  Resignation, Removal and Assignment of
Successor....................................................  18

ARTICLE VII

MISCELLANEOUS

Section 7.1  Consolidations and Mergers of the
Company and Sales, Leases and
Conveyances Permitted Subject to
Certain Conditions...........................................  20
Section 7.2  Rights and Duties of Successor
Corporation..................................................  20
Section 7.3  Amendment....................................................  20
Section 7.4  Notices and Demands to the Company and
Warrant Agent................................................  21

ii

PAGE

Section 7.5  Notices to Warrantholders....................................  21
Section 7.6  Addresses....................................................  23
Section 7.7  Governing Law................................................  23
Section 7.8  Delivery of Prospectus.......................................  23
Section 7.9  Obtaining of Governmental Approvals..........................  23
Section 7.10 Persons Having Rights under Warrant
Agreement....................................................  23
Section 7.11 Headings.....................................................  24
Section 7.12 Counterparts.................................................  24
Section 7.13 Inspection of Agreement......................................  24

Testimonium...............................................................  25
Signatures................................................................  25
Exhibit A - Form of Warrant Certificate

iii

THIS WARRANT AGREEMENT, dated as of __________, 199__, between
Snap-on Incorporated, a corporation duly organized and existing under the laws
of the State of Delaware (the "Company") and ____________, a [corporation]
[national banking association] organized and existing under the laws of
_____________, as Warrant Agent (herein called the "Warrant Agent").

WHEREAS, the Company proposes to sell [IF OFFERED SECURITIES AND
WARRANTS - [title of Offered Securities being offered] (the "Offered
Securities") with] warrant certificates (such warrant certificates and other
warrant certificates issued pursuant to this Agreement herein called the
"Warrant Certificates") evidencing one or more warrants (the "Warrants" or,
individually, a "Warrant") representing the right to purchase shares of
[designation of Preferred Stock] (the "Preferred Stock"); and

WHEREAS, the Company desires the Warrant Agent to act on behalf of
the Company, and the Warrant Agent is willing to so act, in connection with the
issuance, exchange, exercise and replacement of the Warrant Certificates, and in
this Agreement wishes to set forth, among other things, the form and provisions
of the Warrant Certificates and the terms and conditions on which they may be
issued, exchanged, exercised and replaced;

NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

ARTICLE I

ISSUANCE, EXECUTION AND AUTHENTICATION
OF WARRANT CERTIFICATES

Section 1.1  ISSUANCE OF WARRANT CERTIFICATES.  [IF WARRANTS
ALONE -- Upon issuance, each Warrant Certificate shall evidence one or more
Warrants.] [IF OFFERED SECURITIES AND WARRANTS -- Warrant Certificates shall
be [initially] issued in units with the Offered Securities and shall [not] be
separately transferrable [before __________, 19__ (the "Detachable Date")].
Each such unit shall consist of a Warrant Certificate or Certificates evidencing
an aggregate of __________ Warrants.]  Each Warrant evidenced thereby shall
represent the right,

subject to the provisions contained herein and therein, to purchase one share of
Preferred Stock.

Section 1.2  FORM OF WARRANT CERTIFICATE.  The Warrant Certificates
(including the Form(s) of Exercise [and Assignment] to be set forth on the
reverse thereof) shall be in substantially the form set forth in Exhibit A
hereto, shall be printed, lithographed or engraved on steel engraved borders
(or in any other manner determined by the officers executing such Warrant
Certificates) and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with any law or with any rule or regulation made pursuant
thereto or with any rule or regulation of any securities exchange on which the
Warrant Certificates may be listed or as may, consistently herewith, be
determined by the officers executing such Warrant Certificates, as evidenced by
their execution of the Warrant Certificates.

Section 1.3  EXECUTION AND AUTHENTICATION OF WARRANT CERTIFICATES.
The Warrant Certificates shall be executed on behalf of the Company by its
Chairman, its President or one of its Vice Presidents (any reference to a Vice
President of the Company herein shall be deemed to include any Vice President of
the Company whether or not designated by a number or a word or words added
before or after the title "Vice President"), under its corporate seal reproduced
thereon attested to by its Treasurer or Secretary or one of its Assistant
Treasurers or Assistant Secretaries.  The signature of any of these officers on
the Warrant Certificates may be manual or facsimile.

Warrant Certificates evidencing the right to purchase a number of
shares of Preferred Stock having an aggregate value not exceeding $ __________
(except as provided in Sections 1.4, 2.3(c), 4.1 and 4.2) may be executed by the
Company and delivered to the Warrant Agent upon the execution of this Warrant
Agreement or from time to time thereafter.  The Warrant Agent shall, upon
receipt of Warrant Certificates duly executed on behalf of the Company,
authenticate Warrant Certificates evidencing Warrants representing the right to
purchase a number of shares of Preferred Stock having an aggregate value not
exceeding $ _________ and shall deliver such Warrant Certificates to or upon the
order of the Company.  Subsequent to such original issuance of the Warrant

2

Certificates, the Warrant Agent shall authenticate a Warrant Certificate only if
the Warrant Certificate is issued in exchange or substitution for one or more
previously authenticated Warrant Certificates or in connection with their
transfer, as hereinafter provided.

Each Warrant Certificate shall be dated the date of its authentication
by the Warrant Agent.

No Warrant Certificate shall be entitled to any benefit under this
Agreement or be valid or obligatory for any purpose, and no Warrant evidenced
thereby shall be exercisable, until such Warrant Certificate has been
authenticated by the manual signature of the Warrant Agent.  Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence, and the only evidence, that the Warrant Certificate so
authenticated has been duly issued hereunder.

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

Section 1.4  TEMPORARY WARRANT CERTIFICATES.  Pending the preparation
of definitive Warrant Certificates, the Company may execute, and upon the order
of the Company the Warrant Agent shall authenticate and deliver, temporary
Warrant Certificates which are printed, lithographed, typewritten, mimeographed
or otherwise produced substantially of the tenor of the definitive Warrant
Certificates in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Warrant Certificates may determine, as evidenced by their
execution of such Warrant Certificates.

If temporary Warrant Certificates are issued, the Company will cause
definitive Warrant Certificates to be prepared without unreasonable delay.
After the preparation of definitive Warrant Certificates, the temporary Warrant
Certificates shall be exchangeable for definitive

3

Warrant Certificates upon surrender of the temporary Warrant Certificates at the
corporate trust office of the Warrant Agent [or _________], without charge to
the Holder (as defined in Section 1.6 below).  Upon surrender for cancellation
of any one or more temporary Warrant Certificates the Company shall execute and
the Warrant Agent shall authenticate and deliver in exchange therefor definitive
Warrant Certificates representing the same aggregate number of Warrants.  Until
so exchanged, the temporary Warrant Certificates shall in all respects be
entitled to the same benefits under this Agreement as definitive Warrant
Certificates.

Section 1.5  PAYMENT OF TAXES.  The Company will pay all stamp
taxes and other duties, if any, to which, under the laws of the United States of
America or any State or political subdivision thereof, this Agreement or the
original issuance of the Warrant Certificates may be subject.

Section 1.6  DEFINITION OF HOLDER.  The term "Holder" as used
herein shall mean [IF OFFERED SECURITIES AND WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE -- prior to the Detachable Date, the registered owner of the Offered
Security to which such Warrant Certificate was initially attached, and, after
such Detachable Date,] the person in whose name at the time such Warrant
Certificate shall be registered upon the books to be maintained by the Warrant
Agent for that purpose pursuant to Section 4.1.  [IF OFFERED SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date,
the Company will, or will cause the registrar of the Offered Securities to, make
available to the Warrant Agent current information as to Holders of the Offered
Securities.]

4

ARTICLE II

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS

Section 2.1  WARRANT PRICE.(2)  During the period from _________,
19__ through and including _________, 19__, each Warrant shall entitle the
Holder thereof, subject to the provisions of this Agreement, to purchase from
the Company one share of Preferred Stock at the exercise price of $_________.
During the period from ________, 19__ through and including ________, 19__, each
Warrant shall entitle the Holder thereof, subject to the provisions of this
Agreement, to purchase from the Company one share of Preferred Stock at the
exercise price of $________.  Such exercise price of each Warrant is referred to
in this Agreement as the "Exercise Price."

Section 2.2  DURATION OF WARRANTS.  Any Warrant evidenced by a
Warrant Certificate may be exercised at any time, as specified herein, on or
after [the date thereof] [________, 19__] and at or before the close of business
on ________, 19__ (the "Expiration Date").  Each Warrant not exercised at or
before the close of business on the Expiration Date shall become void, and all
rights of the Holder of the Warrant Certificate evidencing such Warrant under
this Agreement or otherwise shall cease.

Section 2.3  EXERCISE OF WARRANTS.  (a)  During the period
specified in Section 2.2, any whole number of Warrants may be exercised by
surrendering the Warrant Certificate evidencing such Warrants at the place or at
the places set forth in the Warrant Certificate, with the purchase form set
forth in the Warrant Certificate duly executed, accompanied by payment in full,
in lawful money of the United States of America, [in cash or by certified check
or official bank check in New York Clearing House funds] [by bank wire transfer
in immediately available funds], of the Exercise Price for each Warrant
exercised.  The date on which payment in full of the Exercise Price for a
Warrant and the duly executed and completed Warrant Certificate are received by
the Warrant Agent shall be

- --------------------
(2)    Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Warrants.

5

deemed to be the date on which such Warrant is exercised.  The Warrant Agent
shall deposit all funds received by it as payment for the exercise of Warrants
to the account of the Company maintained with it for such purpose and shall
advise the Company by telephone at the end of each day on which such a payment
is received of the amount so deposited to its account.  The Warrant Agent shall
promptly confirm such telephonic advice to the Company in writing.

(b)  The Warrant Agent shall from time to time, as promptly as
practicable after the exercise of any Warrants in accordance with the terms and
conditions of this Agreement and the Warrant Certificates, advise the Company of
(i) the number of Warrants so exercised, (ii) the instructions of each Holder of
the Warrant Certificates evidencing such Warrants with respect to delivery of
the certificate or certificates representing shares of Preferred Stock to which
such Holder is entitled upon such exercise, and instructions of such Holder as
to delivery of Warrant Certificates evidencing the balance, if any, of the
Warrants remaining after such exercise, and (iii) such other information as the
Company shall reasonably require.

(c)  As soon as practicable after the exercise of any
Warrants, the Company shall issue, to or upon the order of the Holder of the
Warrant Certificate evidencing such Warrants, a certificate or certificates
representing the number of shares of Preferred Stock to which such Holder is
entitled in such name or names as may be directed by such Holder; and, if fewer
than all of the Warrants evidenced by such Warrant Certificate were exercised,
the Company shall execute and an authorized officer of the Warrant Agent shall
manually authenticate and deliver a new Warrant Certificate evidencing the
number of Warrants remaining unexercised.

(d)  The Company shall not be required to pay any stamp or
other tax or other governmental charge required to be paid in connection with
any transfer involved in the issuance of the Preferred Stock; and in the event
that any such transfer is involved, the Company shall not be required to issue
or deliver any shares of Preferred Stock until such tax or other charge shall
have been paid or it has been established to the Company's satisfaction that no
such tax or other charge is due.

6

Section 2.4  RESERVATION OF SHARES.  For the purpose of enabling
it to satisfy any obligation to issue shares of Preferred Stock upon exercise of
Warrants, the Company will at all times through the close of business on the
Expiration Date, reserve and keep available, free from preemptive rights and out
of its aggregate authorized but unissued shares of Preferred Stock, the number
of shares deliverable upon the exercise of all outstanding Warrants.

The Company covenants that all shares of Preferred Stock issued upon
exercise of the Warrants will, upon issuance in accordance with the terms of
this Agreement, be fully paid and nonassessable and free from all taxes, liens,
charges and security interests created by or imposed upon the Company with
respect to the issuance and holding thereof.

ARTICLE III

OTHER TERMS OF WARRANTS

Section 3.1  CALL OF WARRANTS BY THE COMPANY.[3]  [IF WARRANTS
ISSUED HEREUNDER ARE CALLABLE BY THE COMPANY -- The Company shall have the
right to call and repurchase any or all Warrants at the price and on or after
________, 19__ (the "Call Date") and upon the occurrence of [discuss events or
circumstances under which Company may call the Warrants] (the "Call Terms") of $
________ per Warrant (the "Call Price").  Notice of such Call Price, Call Date
and Call Terms shall be given to registered holders of Warrants in the manner
provided in Section 7.5.

Section 3.2  ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES
PURCHASABLE OR NUMBER OF WARRANTS.[4]  The

- --------------------
(3)     Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Warrants.

(4)     Complete and modify the provisions of this Section as appropriate to
reflect the exact terms of the Warrants.

7

Exercise Price, the number of shares of Preferred Stock purchasable upon the
exercise of each Warrant and the number of Warrants outstanding are subject to
adjustment from time to time upon the occurrence of the events enumerated in
this Section 3.2.  [Additional events may be added, and this Agreement modified
accordingly, prior to the issuance of Warrants hereunder.]

[(a)  If the Company shall (i) pay a dividend in or make a
distribution of shares of its capital stock, whether shares of Preferred Stock
or shares of its capital stock of any other class, (ii) subdivide its
outstanding shares of Preferred Stock, (iii) combine its outstanding shares of
Preferred Stock into a smaller number of shares of Preferred Stock or (iv) issue
any shares of its capital stock in a reclassification of the Preferred Stock
(including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), the number of shares
of Preferred Stock purchasable upon exercise of each Warrant immediately prior
thereto shall be adjusted so that the holder of each Warrant shall be entitled
to receive the kind and number of shares of Preferred Stock or other securities
of the Company which such holder would have owned or have been entitled to
receive after the happening of any of the events described above, had such
Warrant been exercised immediately prior to the happening of such event or any
record date with respect thereto.  An adjustment made pursuant to this paragraph
(a) shall become effective immediately after the effective date of such event
retroactive to the record date, if any, for such event.

(b)  If the Company shall issue rights, options or warrants to
all holders of its outstanding Preferred Stock, without any charge to such
holders, entitling them to subscribe for or purchase shares of Preferred Stock
at a price per share that is lower than the market price per share of Preferred
Stock (as defined in paragraph (e) below) at the record date mentioned below,
the number of shares of Preferred Stock thereafter purchasable upon the exercise
of each Warrant shall be determined by multiplying the number of shares of
Preferred Stock theretofore purchasable upon exercise of each Warrant by a
fraction, of which the numerator shall be (i) the number of shares of Preferred
Stock outstanding on the date of issuance of such rights, options or

8

warrants plus the number of additional shares of Preferred Stock offered for
subscription or purchase, and of which the denominator shall be (ii) the number
of shares of Preferred Stock outstanding on the date of issuance of such rights,
options or warrants plus the number of shares which the aggregate offering price
of the total number of shares of Preferred Stock so offered would purchase at
the market price per share of Preferred Stock at such record date.  Such
adjustment shall be made whenever such rights, options or warrants are issued,
and shall become effective retroactively immediately after the record date for
the determination of stockholders entitled to receive such rights, options or
warrants.

(c)  If the Company shall distribute to all holders of its
shares of Preferred Stock evidences of its indebtedness or assets (excluding
cash dividends or distributions payable out of capital surplus and dividends or
distributions referred to in paragraph (a) above) or rights, options or warrants
or convertible or exchangeable securities containing the right to subscribe for
or purchase shares of Preferred Stock (excluding those referred to in paragraph
(b) above), then in each case the number of shares of Preferred Stock thereafter
purchasable upon the exercise of each Warrant shall be determined by multiplying
the number of shares of Preferred Stock theretofore purchasable upon the
exercise of each Warrant, by a fraction, of which the numerator shall be (i) the
then current market price per share of Preferred Stock (as defined in paragraph
(e) below) on the date of such distribution, and of which the denominator shall
be (ii) the then current market price per share of Preferred Stock less the then
fair value (as determined by the Board of Directors of the Company, whose
determination shall be conclusive) of the portion of the assets or evidences of
indebtedness so distributed or of such subscription rights, options or warrants
or convertible or exchangeable securities applicable to one share of Preferred
Stock.  Such adjustment shall be made whenever any such distribution is made,
and shall become effective on the date of distribution retroactive to the record
date for the determination of stockholders entitled to receive such
distribution.

(d)  In the event of any capital reorganization or any
reclassification of the Preferred Stock (except as provided in paragraphs (a)
through (c) above),

9

any holder of Warrants upon exercise thereof shall be entitled to receive, in
lieu of the Preferred Stock to which he would have become entitled upon exercise
immediately prior to such reorganization or reclassification, the shares (of any
class or classes) or other securities or property of the Company that he would
have been entitled to receive at the same aggregate Exercise Price upon such
reorganization or reclassification if his Warrants had been exercised
immediately prior thereto.

(e)  [For the purpose of any computation under paragraphs (b)
and (c) of this Section 3.02, the current or closing market price per share of
Preferred Stock at any date shall be deemed to be the average of the daily
closing prices for consecutive trading days commencing __________ trading days
before the date of such computation.  The closing price for each day shall be
[the last sale price] for such day, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Exchange.]

(f)  Whenever the number of shares of Preferred Stock
purchasable upon the exercise of each Warrant is adjusted as herein provided,
the Exercise Price payable upon the exercise of each Warrant shall be adjusted
by multiplying such Exercise Price immediately prior to such adjustment by a
fraction, of which the numerator shall be the number of shares purchasable upon
the exercise of each Warrant immediately prior to such adjustment, and of which
the denominator shall be the number of shares so purchasable immediately
thereafter.

(g)  The Company may elect, on or after the date of any
adjustment required by paragraphs (a) through (d) of this Section 3.2, to adjust
the number of Warrants in substitution for an adjustment in the number of shares
of Preferred Stock purchasable upon the exercise of a Warrant.  Each of the
Warrants outstanding after such adjustment of the number of Warrants shall be
exercisable for the same number of shares of Preferred Stock as immediately
prior to such adjustment.  Each Warrant held of record prior to such adjustment
of the number of Warrants shall become that number of Warrants (calculated to
the nearest hundredth) obtained by dividing the Exercise Price in effect prior
to adjustment of the Exercise Price by the Exercise Price in effect after

10

adjustment of the Exercise Price.  The Company shall notify the holders of
Warrants in the same manner as provided in the first paragraph of Section 7.5,
of its election to adjust the number of Warrants, indicating the record date for
the adjustment, and, if known at the time, the amount of the adjustment to be
made.  This record date may be the date on which the Exercise Price is adjusted
or any day thereafter.  Upon each adjustment of the number of Warrants pursuant
to this paragraph (g) the Company shall, as promptly as practicable, cause to be
distributed to holders of record of Warrants on such record date Warrant
Certificates evidencing, subject to paragraph (h), the additional Warrants to
which such holders shall be entitled as a result of such adjustment, or, at the
option of the Company, shall cause to be distributed to such holders of record
in substitution and replacement for the Warrant Certificates held by such
holders prior to the date of adjustment, and upon surrender thereof, if required
by the Company, new Warrant Certificates evidencing all the Warrants to be
issued, executed and registered in the manner specified in Section 1 (and which
may bear, at the option of the Company, the adjusted Exercise Price) and shall
be registered in the names of the holders of record of Warrant Certificates on
the record date specified in the notice.

(h)  The Company shall not be required to issue fractions of
Warrants on any distribution of Warrants to holders of Warrant Certificates
pursuant to paragraph (g) or to distribute Warrant Certificates that evidence
fractional Warrants.  In lieu of such fractional Warrants there shall be paid to
the registered holders of the Warrant certificates with regard to which such
fractional Warrants would otherwise be issuable, an amount in cash equal to the
same fraction of the current market value of a full Warrant.  For purposes of
this paragraph (h), the current market value of a Warrant shall be the closing
price of one Warrant (determined as set forth in paragraph (e)) for the trading
day immediately prior to the date on which such fractional Warrant would have
been otherwise issuable.

(i)  Notwithstanding any adjustment pursuant to Section 3.2 in
the number of shares of Preferred Stock purchasable upon the exercise of a
Warrant, the Company shall not be required to issue fractions of shares of
Preferred Stock upon exercise of the Warrants

11

or to distribute certificates which evidence fractional shares.  In lieu of
fractional shares, there shall be paid to the registered holders of Warrant
Certificates at the time such Warrant Certificates are exercised as herein
provided an amount in cash equal to the same fraction of the current market
value of a share of Preferred Stock.  For purposes of this paragraph (i), the
current market value of a share of Preferred Stock shall be the closing price
(determined as set forth in paragraph (e)) of a share of Preferred Stock for the
trading day immediately prior to the date of such exercise.

ARTICLE IV

REGISTRATION, EXCHANGE, TRANSFER AND
SUBSTITUTION OF WARRANT CERTIFICATES

Section 4.1  REGISTRATION, EXCHANGE AND TRANSFER OF WARRANT
CERTIFICATES.  The Warrant Agent shall keep, at its corporate trust office [and
at _________], books in which, subject to such reasonable regulations as it may
prescribe, it shall register Warrant Certificates and transfers of outstanding
Warrant Certificates.

[IF OFFERED SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY
DETACHABLE -- Prior to the Detachable Date, a Warrant Certificate may be
exchanged or transferred only together with the Offered Security to which such
Warrant Certificate was initially attached, and only for the purpose of
effecting, or in conjunction with, an exchange or transfer of such Offered
Security.  Additionally, on or prior to the Detachable Date, each transfer of an
Offered Security [on the register of the Offered Securities] shall operate also
to transfer the Warrant Certificate or Certificates to which such Offered
Security was initially attached.  After the Detachable Date, upon] [IF OFFERED
SECURITIES AND WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR IF WARRANTS ALONE
- -- Upon] surrender at the corporate trust office of the Warrant Agent [or
_________] of Warrant Certificates properly endorsed [or accompanied by
appropriate instruments of transfer] and accompanied by written instructions for
[transfer or] exchange, all in form satisfactory to the Company and the Warrant
Agent, such Warrant Certificates may be exchanged for other Warrant Certificates
or may be transferred in whole or in part; provided that Warrant Certificates
issued in exchange for [or upon transfer of] surrendered

12

Warrant Certificates shall evidence the same aggregate number of Warrants as the
Warrant Certificates so surrendered.  No service charge shall be made for any
exchange [or transfer] of Warrant Certificates, but the Company may require
payment of a sum sufficient to cover any stamp or other tax or governmental
charge that may be imposed in connection with any such exchange [or transfer].
Whenever any Warrant Certificates are so surrendered for exchange [or transfer],
the Company shall execute and an authorized officer of the Warrant Agent shall
manually authenticate and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates as so requested.  The Warrant Agent
shall not be required to effect any exchange [or transfer] which would result in
the issuance of a Warrant Certificate evidencing a fraction of a Warrant or a
number of full Warrants and a fraction of a Warrant.  All Warrant Certificates
issued upon any exchange [or transfer] of Warrant Certificates shall evidence
the same obligations, and be entitled to the same benefits under this Agreement,
as the Warrant Certificates surrendered for such exchange [or transfer].

Section 4.2  MUTILATED, DESTROYED, LOST OR STOLEN WARRANT
CERTIFICATES.  If any mutilated Warrant Certificate is surrendered to the
Warrant Agent, the Company shall execute and an officer of the Warrant Agent
shall manually authenticate and deliver in exchange therefor a new Warrant
Certificate of like tenor and bearing a number not contemporaneously
outstanding.  If there shall be delivered to the Company and the Warrant Agent
(i) evidence to their satisfaction of the destruction, loss or theft of any
Warrant Certificate and of the ownership thereof and (ii) such security or
indemnity as may be required by them to save each of them and any agent of
either of them harmless, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute and upon its request an officer of the
Warrant Agent shall manually authenticate and deliver, in lieu of any such
destroyed, lost or stolen Warrant Certificate, a new Warrant Certificate of like
tenor and bearing a number not contemporaneously outstanding.  Upon the issuance
of any new Warrant Certificate under this Section, the Company may require the
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in relation

13

thereto and any other expenses (including the fees and expenses of the Warrant
Agent) connected therewith.  Every new Warrant Certificate issued pursuant to
this Section in lieu of any destroyed, lost or stolen Warrant Certificate shall
evidence an original additional contractual obligation of the Company, whether
or not the destroyed, lost or stolen Warrant Certificate shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Agreement equally and proportionately with any and all other Warrant
Certificates duly issued hereunder.  The provisions of this Section are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement or payment of mutilated, destroyed,
lost or stolen Warrant Certificates.

Section 4.3  PERSONS DEEMED OWNERS.  [IF OFFERED SECURITIES AND
WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- Prior to the Detachable Date,
the Company, the Warrant Agent and all other persons may treat the owner of any
Offered Security as the owner of the Warrant Certificates initially attached
thereto for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced by such Warrant Certificates, any notice
to the contrary notwithstanding.  After the Detachable Date,] and prior to due
presentment of a Warrant Certificate for registration of transfer, the Company,
the Warrant Agent and all other persons may treat the Holder as the owner
thereof for any purpose and as the person entitled to exercise the rights
represented by the Warrants evidenced thereby, any notice to the contrary
notwithstanding.

Section 4.4  CANCELLATION OF WARRANT CERTIFICATES.  Any Warrant
Certificate surrendered for exchange[, transfer] or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the
Warrant Agent, and all Warrant Certificates surrendered or so delivered to the
Warrant Agent shall be promptly cancelled by it and shall not be reissued and,
except as expressly permitted by this Agreement, no Warrant Certificate shall be
issued hereunder in lieu or in exchange thereof.  The Company may at any time
deliver to the Warrant Agent for cancellation any Warrant Certificates
previously issued hereunder which the Company may have acquired in any manner
whatsoever, and all Warrant Certificates so delivered shall be promptly
cancelled by

14

the Warrant Agent.  All cancelled Warrant Certificates held by the Warrant Agent
shall be destroyed by it unless by written order the Company requests their
return to it.

ARTICLE V

OTHER PROVISIONS RELATING TO RIGHTS
OF HOLDERS OF WARRANT CERTIFICATES

Section 5.1  NO RIGHTS AS STOCKHOLDERS CONFERRED BY WARRANTS OR
WARRANT CERTIFICATES.  No Warrant Certificate or Warrant evidenced thereby
shall entitle the Holder thereof to any of the rights of a stockholder,
including, without limitation, the right to receive dividends.

Section 5.2  HOLDER OF WARRANT CERTIFICATE MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any Holder of any
Warrant Certificate, without the consent of the Warrant Agent, any stockholder
or the Holder of any other Warrant Certificate, may, on its own behalf and for
its own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce or otherwise in respect of,
its right to exercise the Warrant or Warrants evidenced by his Warrant
Certificate in the manner provided in the Warrant Certificates and in this
Agreement.

ARTICLE VI

CONCERNING THE WARRANT AGENT

Section 6.1  WARRANT AGENT.  The Company hereby appoints
____________ as Warrant Agent of the Company in respect of the Warrants and the
Warrant Certificates upon the terms and subject to the conditions herein set
forth, and ___________ hereby accepts such appointment.  The Warrant Agent shall
have the power and authority granted to and conferred upon it in the Warrant
Certificates and hereby and such further power and authority to act on behalf of
the Company as the Company may hereafter grant to or confer upon it.  All of the
terms and provisions with respect to such power and authority contained in the
Warrant Certificates are subject to and governed by the terms and provisions
hereof.

15

Section 6.2  CONDITIONS OF WARRANT AGENT'S OBLIGATIONS.  The
Warrant Agent accepts its obligations herein set forth, upon the terms and
conditions hereof, including the following, to all of which the Company agrees
and to all of which the rights hereunder of the Holders from time to time of the
Warrant Certificates shall be subject:

(a)  COMPENSATION AND INDEMNIFICATION.  The Company agrees
promptly to pay the Warrant Agent the compensation to be agreed upon with the
Company for all services rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses (including counsel fees)
incurred by the Warrant Agent in connection with the services rendered hereunder
by the Warrant Agent.  The Company also agrees to indemnify the Warrant Agent
for, and to hold it harmless against any loss, liability or expense incurred
without negligence or bad faith on the part of the Warrant Agent, arising out of
or in connection with its acting as such Warrant Agent hereunder, including the
costs and expenses of defending itself against any claim or liability in
connection with the exercise or performance at any time of its power or duties
hereunder.  The obligations of the Company under this subsection (a) shall
survive the exercise of the Warrant Certificates and the resignation or removal
of the Warrant Agent.

(b)  AGENT FOR THE COMPANY.  In acting under this Warrant
Agreement and in connection with the Warrant Certificates, the Warrant Agent is
acting solely as agent of the Company and does not assume any obligation or
relationship of agency or trust for or with any of the owners or holders of the
Warrant Certificates.

(c)  COUNSEL.  The Warrant Agent may consult with counsel,
which may include counsel for the Company, and the written advice of such
counsel shall be full and complete authorization and protection in respect of
any action taken, suffered, or omitted by it hereunder in good faith and in
reliance thereon.

(d)  DOCUMENTS.  The Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or omitted by it
in reliance upon any Warrant Certificates, notice, direction, consent,
certificate, affidavit, statement or other paper or

16

document reasonably believed by it to be genuine and to have been presented or
signed by the proper parties.

(e)  CERTAIN TRANSACTIONS.  The Warrant Agent, any of its
officers, directors and employees, or any other agent of the Company, in its
individual or any other capacity, may become the owner of, or acquire any
interest in, any Warrant Certificates, with the same rights that it would have
if it were not such Warrant Agent, officer, director, employee or other agent,
and, to the extent permitted by applicable law, it may engage or be interested
in any financial or other transaction with the Company and may act on, or as
depositary, trustee or agent for, any committee or body of holders of Warrant
Debt Securities or other obligations of the Company as freely as if it were not
such Warrant Agent.

(f)  NO LIABILITY FOR INTEREST.  The Warrant Agent shall not
be under any liability for interest on any monies at any time received by it
pursuant to any of the provisions of this Agreement or of the Warrant
Certificates unless otherwise agreed to in writing by the Company and the
Warrant Agent and except for the negligence of the Warrant Agent.

(g)  NO LIABILITY FOR INVALIDITY.  The Warrant Agent shall
not incur any liability with respect to the validity of this Agreement or any of
the Warrant Certificates.

(h)  NO RESPONSIBILITY FOR REPRESENTATIONS.  The Warrant
Agent shall not be responsible for any of the Recitals or representations
contained herein or in the Warrant Certificates (except as to the Warrant
Agent's Certificate of Authentication thereon), all of which are made solely by
the Company.

(i)  NO IMPLIED OBLIGATIONS.  The Warrant Agent shall be
obligated to perform such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent.  The
Warrant Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of which
within a reasonable time is not, in its reasonable opinion, assured to it.  The
Warrant Agent

17

shall not be accountable or under any duty or responsibility for the use by the
Company of any of the Warrant Certificates authenticated by the Warrant Agent
and delivered by it to the Company pursuant to this Agreement or for the
application by the Company of the proceeds of the Warrant Certificates or any
exercise of the Warrants evidenced thereby.  The Warrant Agent shall have no
duty or responsibility in case of any default by the Company in the performance
of its covenants or agreements contained herein or in the Warrant Certificates
or in the case of the receipt of any written demand from a Holder of a Warrant
Certificate with respect to such default, including, without limiting the
generality of the foregoing, any duty or responsibility to initiate or attempt
to initiate any proceedings at law or otherwise or, except as provided in
Section 7.4 hereof, to make any demand upon the Company.

Section 6.3  RESIGNATION, REMOVAL AND ASSIGNMENT OF SUCCESSOR.
(a)  The Company agrees, for the benefit of the Holders from time to time of the
Warrant Certificates, that there shall at all times by a Warrant Agent hereunder
until all of the Warrant Certificates are no longer exercisable.

(b)  The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which it desires its resignation to become effective; provided that,
without the consent of the Company, such date shall not be less than [three
months] after the date on which such notice is given.  The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and
the date on which the Company expects such removal to become effective.  Such
resignation or removal shall take effect upon the appointment by the Company of
a successor Warrant Agent (which shall be a bank or trust company organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia and authorized under such laws to exercise corporate
trust powers) by an instrument in writing filed with such successor Warrant
Agent and the acceptance of such appointment by such successor Warrant Agent
pursuant to Section 6.3(d).

18

(c)  In case at any time the Warrant Agent shall resign, or be
removed, or shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or shall file a voluntary petition in bankruptcy or make an
assignment for the benefit of its creditors or consent to the appointment of a
receiver or custodian of all or any substantial part of its property, or shall
admit in writing its inability to pay or meet its debts as they mature, or if a
receiver or custodian of it or of all or any substantial part of its property
shall be appointed, or if an order of any court shall be entered approving any
petition filed by or against it under the provisions of any applicable
bankruptcy or similar law, or if any public officer shall have taken charge or
control of the Warrant Agent or of its property or affairs, a successor Warrant
Agent, qualified as aforesaid, shall be appointed by the Company by an
instrument filed with the successor Warrant Agent.  Upon appointment as
aforesaid of a successor Warrant Agent and acceptance by the latter of such
appointment, the Warrant Agent so superseded shall cease to be Warrant Agent
hereunder.

(d)  Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.

(e)  Any corporation into which the Warrant Agent hereunder
may be merged or converted or any corporation with which the Warrant Agent may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Warrant Agent, provided that it shall be qualified as aforesaid, shall be the
successor Warrant Agent under

19

this Agreement without the execution or filing of any paper or any further act
on the part of any of the parties hereto.

ARTICLE VII

MISCELLANEOUS

Section 7.1  CONSOLIDATIONS AND MERGERS OF THE COMPANY AND SALES,
LEASES AND CONVEYANCES PERMITTED SUBJECT TO CERTAIN CONDITIONS.  The Company
may consolidate with, or sell or convey all or substantially all of its assets
to, or merge with or into any other corporation, provided that in any such case,
either the Company shall be the continuing corporation, or the corporation (if
other than the Company) formed by such consolidation or into which the Company
is merged or the corporation which acquired by purchase or conveyance all or
substantially all of the assets of the Company shall expressly assume the
obligations of the Company hereunder.

Section 7.2  RIGHTS AND DUTIES OF SUCCESSOR CORPORATION.  In case
of any such consolidation, merger, sale, lease or conveyance and upon any such
assumption by the successor corporation, such successor corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein, and the predecessor corporation, except in the event of a
lease, shall be relieved of any further obligation under this Agreement and the
Warrants.  Such successor corporation thereupon may cause to be signed, and may
issue either in its own name or in the name of the Company, any or all of the
shares of Preferred Stock issuable pursuant to the terms hereof.

Section 7.3  AMENDMENT.  This Agreement may be amended by the
parties hereto, without the consent of the Holder of any Warrant Certificate,
for the purpose of curing any ambiguity, or curing, correcting or supplementing
any defective provision contained herein, or making such provisions in regard to
matters or questions arising under this Agreement as the Company may deem
necessary or desirable; provided that such action shall not adversely affect the
interests of the Holders of the Warrant Certificates in any material respect.
The Warrant Agent may, but shall not be obligated to, enter into any amendment
to this agreement which affects the Warrant

20

Agent's own rights, duties or immunities under this Agreement or otherwise.

Section 7.4  NOTICES AND DEMANDS TO THE COMPANY AND WARRANT AGENT.
If the Warrant Agent shall receive any notice or demand addressed to the Company
by the Holder of a Warrant Certificate pursuant to the provisions of the Warrant
Certificates, the Warrant Agent shall promptly forward such notice or demand to
the Company.

Section 7.5  NOTICES TO WARRANTHOLDERS.  Upon any adjustment of
the number of shares purchasable upon exercise of each Warrant, the Exercise
Price or the num-ber of Warrants outstanding pursuant to Section 3.2, the
Company within _______ calendar days thereafter shall (i) cause to be filed with
the Warrant Agent a certificate of a firm of independent public accountants of
recognized standing selected by the Company (who may be the regular auditors of
the Company) setting forth the Exercise Price and either the number of shares of
Preferred Stock purchasable upon exercise of each Warrant or the additional
number of Warrants to be issued for each previously outstanding Warrant, as the
case may be, after such adjustment and setting forth in reasonable detail the
method of calculation and the facts upon which such adjustment are made, which
certificate shall be conclusive evidence of the correctness of the matters set
forth therein, and (ii) cause to be given to each of the registered holders of
the Warrant Certificates at such holder's address appearing on the Warrant
Register written notice of such adjustments by first-class mail, postage
prepaid.  Where appropriate, such notice may be given in advance and included as
part of the notice required to be mailed under the provisions of this Section
7.5.

Pursuant to Sections 3.1 [add other sections as applicable], the
Company shall cause written notice of such Call Price, Call Date and Call Terms
[reference other items as applicable], as the case may be, to be given as soon
as practicable to the Warrant Agent and to each of the registered holders of the
Warrant Certificates by first class mail, postage prepaid, at such holder's
address appearing on the Warrant register.  In addition to the written notice
referred to in the preceding sentence, the Company shall make a public announce-

21

ment in a daily morning newspaper of general circulation in __________ of such
Call Price, Call Date, and Call Terms [reference other items as applicable], as
the case may be, at least once a week for two successive weeks prior to the
implementation of such terms.

If:

(a)  the Company shall declare any dividend payable in any
securities upon its shares of Preferred Stock or make any distribution (other
than a cash dividend) to the holders of its shares of Preferred Stock; or

(b)  the Company shall offer to the holders of its shares of
Preferred Stock any additional shares of Preferred Stock or securities
convertible into shares of Preferred Stock or any right to subscribe thereto; or

(c)  there shall be a dissolution, liquidation or winding up
of the Company (other than in connection with a consolidation, merger, or sale
of all substantially all of its property, assets, and business as an entirety);

then the Company shall (i) cause written notice of such event to be filed with
the Warrant Agent and shall cause written notice of such event to be given to
each of the registered holders of the Warrant Certificates at such holder's
address appearing on the Warrant Register, by first-class mail, postage prepaid,
and (ii) make a public announcement in a daily newspaper of general circulation
in ___________________ of such event, such giving of notice and publication to
be completed at least ________ calendar days prior to the date fixed as a record
date or the date of closing the transfer books for the determination of the
stockholders entitled to such dividend, distribution, or subscription rights, or
for the determination of stockholders entitled to vote on such proposed
dissolution, liquidation or winding up.  Such notice shall specify such record
date or the date of closing the transfer books, as the case may be.  The failure
to give the notice required by this Section 7.5 or any defect therein shall not
affect the legality or validity of any distribution, right, warrant,
dissolution, liquidation or

22

winding up or the vote upon or any other action taken in connection therewith.

Section 7.6  ADDRESSES.  Any communications from the Company to
the Warrant Agent with respect to this Agreement shall be addressed to
_______________, Attention:  ________________, and any communications from the
Warrant Agent to the Company with respect to this Agreement shall be addressed
to Snap-on Incorporated, 2801 80th Street, Kenosha, Wisconsin 53141-1410,
Attention:  Corporate Secretary (or such other address as shall be specified in
writing by the Warrant Agent or by the Company).

Section 7.7  GOVERNING LAW.  This Agreement and each Warrant
Certificate issued hereunder shall be governed by and construed in accordance
with the laws of the State of New York.

Section 7.8  DELIVERY OF PROSPECTUS.  The Company will furnish to
the Warrant Agent sufficient copies of a prospectus, appropriately supplemented,
relating to the Preferred Stock (the "Prospectus"), and the Warrant Agent agrees
that upon the exercise of any Warrant Certificate, the Warrant Agent will
deliver to the person designated to receive a certificate representing shares of
Preferred Stock, prior to or concurrently with the delivery of such Securities,
a Prospectus.

Section 7.9  OBTAINING OF GOVERNMENTAL APPROVALS.  The Company
will from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and securities acts filings under United States Federal and
State laws (including, without limitation, the maintenance of the effectiveness
of a registration statement in respect of the Preferred Stock under the
Securities Act of 1933), which may be or become required in connection with
exercise of the Warrant Certificates and the original issuance and delivery of
the Preferred Stock.

Section 7.10  PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT.
Nothing in this Agreement expressed or implied and nothing that may be inferred
from any of the provisions herein is intended, or shall be construed, to confer
upon, or give to, any person or corporation

23

other than the Company, the Warrant Agent and the Holders of the Warrant
Certificates any right, remedy or claim under or by reason of this Agreement or
of any covenant, condition, stipulation, promise or agreement hereof; and all
covenants, conditions, stipulations, promises and agreements in this Agreement
contained shall be for the sole and exclusive benefit of the Company and the
Warrant Agent and their successors and of the Holders of the Warrant
Certificates.

Section 7.11  HEADINGS.  The Article and Section headings herein
and the Table of Contents are for convenience only and shall not affect the
construction hereof.

Section 7.12  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.

Section 7.13  INSPECTION OF AGREEMENT.  A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent [and at ___________] for inspection by the Holder of
any Warrant Certificate.  The Warrant Agent may require such Holder to submit
its Warrant Certificate for inspection by it.

24

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

SNAP-ON INCORPORATED

By: _______________________

[SEAL]

Attest

________________________
[Assistant] Secretary

[SEAL] Attest:

[Assistant] Secretary

___________________________

By: _______________________

[SEAL]

Attest:

________________________
[Assistant] Secretary

25

EXHIBIT A

[FORM OF WARRANT CERTIFICATE]
[Face]

FORM OF LEGEND IF OFFERED          [Prior to ___________, this
SECURITIES WITH WARRANTS           Warrant Certificate may be
WHICH ARE NOT IMMEDIATELY          transferred or exchanged if
DETACHABLE                         and only if the [Title of
Security] to which it was
initially attached is so
transferred or exchanged.]

EXERCISABLE ONLY IF AUTHENTICATED BY THE WARRANT
AGENT AS PROVIDED HEREIN

VOID AFTER THE CLOSE OF BUSINESS ON ____________, 199__

SNAP-ON INCORPORATED

Warrant Certificate representing
Warrants to purchase
Preferred Stock
as described herein.

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

No.                                                          __________ Warrants

This certificates that __________ or registered assigns is the
registered owner of the above indicated number of Warrants, each warrant
entitling such registered owner to purchase, at any time [after the close of
business on _________, 19__, and] on or before the close of business on
________, 19__, one share of the [designation of Preferred Stock] ("Preferred
stock") of Snap-on Incorporated (the "Company"), on the following basis.*
[During the period from ________, 19__, through and including ________, 19__,
each Warrant shall entitle the

- --------------------
*     Complete and modify the following provisions as appropriate to reflect the
terms of the Warrants.

A-1

Holder thereof, subject to the provisions of this Agreement, to purchase from
the Company one share of Preferred Stock at the exercise price of $________;
during the period from ________, 19__ through and including ________, 19__, each
Warrant shall entitle the Holder thereof, subject to the provisions of this
Agreement, to purchase from the Company the one share of Preferred Stock at the
exercise price of $________ (the "Exercise Price").  The Holder of this Warrant
Certificate may exercise the Warrants evidenced hereby, in whole or in part, by
surrendering this Warrant Certificate, with the purchase form set forth hereon
duly completed, accompanied by payment in full, in lawful money of the United
States of America, [in cash or by certified check or official bank check in New
York Clearing House funds or by bank wire transfer in immediately available
funds], the Exercise Price for each Warrant exercised, to the Warrant Agent (as
hereinafter defined), at the corporate trust office of [name of Warrant Agent],
or its successor, as warrant agent (the "Warrant Agent") [or at ________], the
addresses specified on the reverse hereof and upon compliance with and subject
to the conditions set forth herein and in the Warrant Agreement (as hereinafter
defined).

The term "Holder" as used herein shall mean [IF OFFERED DEBT
SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY DETACHABLE -- prior to
________, 19__ (the "Detachable Date"), the registered owner of the Company's
[title of Offered Securities] to which such Warrant Certificate was initially
attached, and after such Detachable Date,] the person in whose name at the time
such Warrant Certificate shall be registered upon the books to be maintained by
the Warrant Agent for that purpose pursuant to Section 4.1 of the Warrant
Agreement.

Any whole number of Warrants evidenced by this Warrant Certificate
may be exercised to purchase shares of Preferred Stock.  Upon any exercise of
fewer than all of the Warrants evidenced by this Warrant Certificate, there
shall be issued to the registered owner hereof a new Warrant Certificate
evidencing the number of Warrants remaining unexercised.

This Warrant Certificate is issued under and in accordance with the
Warrant Agreement dated as of ________, 19__ (the "Warrant Agreement"), between
the

A-2

Company and the Warrant Agent and is subject to the terms and provisions
contained in the Warrant Agreement, to all of which terms and provisions the
holder of this Warrant Certificate consents by acceptance hereof.  Copies of the
Warrant Agreement are on file at the above-mentioned office of the Warrant Agent
[and at ________].

[IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--prior to ________, 19__ (the "Detachable Date"), this Warrant
Certificate may be exchanged or transferred only together with the [title of
Offered Security] (the "Offered Security") to which this Warrant Certificate was
initially attached, and only for the purpose of effecting, or in conjunction
with, an exchange or transfer of such Offered Security.  Additionally, on or
prior to the Detachable Date, each transfer of such Offered Security on the
register of the Offered Securities shall operate also to transfer this Warrant
Certificate.  After the Detachable Date, this] [IF OFFERED DEBT SECURITIES WITH
WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR WARRANTS ALONE--This] Warrant
Certificate and all rights hereunder, may be transferred when surrendered at the
corporate trust office of the Warrant Agent [or ________] by the registered
owner or his assigns, in person or by an attorney duly authorized in writing, in
the manner and subject to the limitations provided in the Warrant Agreement.

[IF OFFERED SECURITIES WITH WARRANTS WHICH ARE NOT IMMEDIATELY
DETACHABLE--Except as provided in the immediately preceding paragraph, after]
[IF OFFERED DEBT SECURITIES WITH WARRANTS WHICH ARE IMMEDIATELY DETACHABLE OR
WARRANTS ALONE-After] authentication by the Warrant Agent and prior to the
expiration of this Warrant Certificate, this Warrant Certificate may be
exchanged at the corporate trust office of the Warrant Agent [or at
______________________] for Warrant Certificates representing the same aggregate
number of Warrants.

This Warrant Certificate shall not entitle the registered owner
hereof to any of the rights of a stockholder, including, without limitation, the
right to receive dividends.

Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof, which further provisions shall for
all

A-3

purposes have the same effect as if set forth at this place.

This Warrant Certificate shall not be valid obligatory for any
purpose until authenticated by the Warrant Agent.

A-4

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

Dated:
------------------

SNAP-ON INCORPORATED

By:  ______________________

Attest:

_____________________________
Certificate of Authentication

This is one of the Warrant Certificates referred to in the
within-mentioned Warrant Agreement.

_____________________________
As Warrant Agent

By: _________________________
Authorized Signature

A-5

[FORM OF WARRANT CERTIFICATE]
[REVERSE]
(Instructions for Exercise of Warrants)

To exercise any Warrants evidenced hereby, the Holder of this
Warrant Certificate must pay [in cash or by certified check or official bank
check in New York Clearing House funds or by bank wire transfer in immediately
available funds], the Exercise Price in full for each of the Warrants exercised,
to _________, Corporate Trust Department, ____________, Attn:  [or
____________], which payment should specify the name of the Holder of this
Warrant Certificate and the number of Warrants exercised by such Holder.  In
addition, the Holder of this Warrant Certificate should complete the information
required below and present in person or mail by registered mail this Warrant
Certificate to the Warrant Agent at the addresses set forth below.

[FORM OF EXERCISE]

(To be executed upon exercise of Warrants.)

The undersigned hereby irrevocably elects to exercise Warrants,
represented by this Warrant Certificate, to purchase ________ shares of the
[designation of Preferred Stock] ("Preferred Stock") of Snap-on Incorporated and
represents that he has tendered payment for such shares of Preferred Stock [in
cash or by certified check or official bank check in New York Clearing House
funds or by bank wire transfer in immediately available funds] to the order of
Snap-on Incorporated, c/o Treasurer, in the amount of $________ in accordance
with the terms hereof.  The undersigned requests that said shares of Preferred
Stock be registered in such names and delivered, all as specified in accordance
with the instructions set forth below.

If said number of shares of Preferred Stock is less than all of the
shares of Preferred Stock purchasable hereunder, the undersigned requests that a
new Warrant Certificate representing the remaining balance of the Warrants
evidenced hereby be issued and delivered to

A-6

the undersigned unless otherwise specified in the instructions below.

Dated:

Name ___________________________
(Please Print)

_________________________
(Insert Social Security
or Other Identifying
Number of Holder)

Address ________________________

________________________________

________________________________

Signature (Signature must conform
in all respects to name of holder
as specified on the face of this
Warrant Certificate and must bear a
signature guarantee by a bank,
trust company or member broker of
the New York, Chicago or Pacific
Stock Exchange.)

This Warrant may be exercised at the following addresses:

By hand at                                   _______________________________

_______________________________

_______________________________

By mail at                                   _______________________________

_______________________________

_______________________________

(Instructions as to form and delivery of
certificates representing shares of Preferred Stock
and/or Warrant Certificates):

A-7

[FORM OF ASSIGNMENT]

(TO BE EXECUTED TO TRANSFER
THE WARRANT CERTIFICATE)

FOR VALUE RECEIVED ____________________________ hereby sells,
assigns and transfers unto

Please insert social
security or other
identifying number

______________________

______________________________
Please print name and address
(including zip code)

- -------------------------------------------------------------------------
the right represented by the within Warrant Certificate and does hereby
irrevocably constitute and appoint __________, Attorney, to transfer said
Warrant Certificate on the books of the Warrant Agent with full power of
substitution.

Dated:

___________________________
Signature

(Signature must conform in all
respects to name of holder as
specified on the face of this
Warrant Certificate and must bear a
signature guarantee by a bank,
trust company or member broker of
the New York, Chicago or Pacific
Stock Exchange.)

Signature Guaranteed:

_________________________

A-8

EXHIBIT 4(g)

FORM OF CURRENCY WARRANT AGREEMENT
________________________________________________________________________________

SNAP-ON INCORPORATED

and

______________________________________________________
As Warrant Agent

____________________________________

WARRANT AGREEMENT

Dated as of _______________ , 199__

______________________________________________________

UP TO __________ CURRENCY [PUT/CALL] WARRANTS

EXPIRING _________ , 199__

________________________________________________________________________________

TABLE OF CONTENTS*

PAGE

PARTIES........................................................... 1
RECITALS.......................................................... 1

ARTICLE I

ISSUANCE, FORM, EXECUTION, DELIVERY
AND REGISTRATION OF WARRANTS

Section 1.1  Issuance of Warrants; Book Entry
Procedures; Successor Depository.................1
Section 1.2  Form, Execution and Delivery of Global
Warrant Certificate..............................3
Section 1.3  Global Warrant Certificate............................4
Section 1.4  Registration of Transfers and Exchanges...............5
Section 1.5  Warrant Certificates..................................6

ARTICLE II

DURATION AND EXERCISE OF WARRANTS

Section 2.1  Amounts: Notice of Exercise..........................10
Section 2.2  Exercise and Delivery of Warrants....................10
Section 2.3  Automatic Exercise of the Warrants...................13
Section 2.4  Covenant of the Company............................. 15
Section 2.5  Return of Global Warrant Certificate.................15
Section 2.6  Return of Money Held Unclaimed
for Two Years...................................15
Section 2.7  Designation of Agent for Receipt
of Notice.......................................15

ARTICLE III

OTHER PROVISIONS RELATING TO
RIGHTS OF HOLDERS

Section 3.1  Holder of Warrant May Enforce Rights.................16
Section 3.2  Merger, Consolidation, Sale, Transfer
or Conveyance...................................16

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

* The Table of Contents is not a part of the Warrant Agreement.

ARTICLE IV

CANCELLATION OF WARRANTS

Section 4.1  Cancellation of Warrants.............................17
Section 4.2  Treatment of Holders.................................17

ARTICLE V

CONCERNING THE WARRANT AGENT

Section 5.1  Warrant Agent........................................18
Section 5.2  Conditions of Warrant Agent's
Obligations.....................................18
Section 5.3  Resignation and Appointment
of Successor....................................21

ARTICLE VI

MISCELLANEOUS

Section 6.1  Amendment............................................22
Section 6.2  Notices and Demands to the Company
and Warrant Agent...............................23
Section 6.3  Addresses for Notices................................23
Section 6.4  Notices to Holders...................................24
Section 6.5  Applicable Law.......................................24
Section 6.6  Obtaining of Governmental Approvals..................24
Section 6.7  Persons Having Rights under Warrant
Agreement.......................................24
Section 6.8  Headings.............................................25
Section 6.9  Counterparts.........................................25
Section 6.10 Inspection of Agreement..............................25

EXHIBIT     A -- Form of Global Warrant Certificate
EXHIBIT     B -- Form of Irrevocable Notice of Exercise

WARRANT AGREEMENT

THIS AGREEMENT, dated as of ___________, 199__, between Snap-on
Incorporated, a corporation duly organized and existing under the laws of the
State of Delaware (the "Company"), and [name of Warrant Agent], a
[corporation][national banking association] organized and existing under the
laws of            , as Warrant Agent (the "Warrant Agent"),

W I T N E S S E T H  T H A T:

WHEREAS, the Company proposes to sell warrants (the "Warrants" or,
individually, a "Warrant") representing the right to receive from the Company
the Cash Settlement Value (as defined herein) in U.S. dollars of the right to
[purchase/sell] at a price of U.S. [$ _]; and

WHEREAS, the Company wishes the Warrant Agent to act on behalf of
the Company in connection with the issuance, transfer and exercise of Warrants,
and wishes to set forth herein, among other things, the provisions of the
Warrants and the terms and conditions on which they may be issued, transferred,
exercised and cancelled;

NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein contained, the parties hereto agree as follows:

ARTICLE I

ISSUANCE, FORM, EXECUTION,
DELIVERY AND REGISTRATION OF WARRANTS

Section 1.1  ISSUANCE OF WARRANTS; BOOK ENTRY PROCEDURES; SUCCESSOR
DEPOSITORY.  (a) The Warrants shall be represented by a single certificate (the
"Global Warrant Certificate").  Each Warrant shall represent the right, subject
to the provisions contained herein and in the Global Warrant Certificate, to
receive the Cash Settlement Value (as defined in paragraph (f) of Section 2.2)
of such Warrant.  In no event shall Holders (as defined in Section 2.1) be
entitled to receive any interest on any Cash Settlement Value (unless the
Company shall default in the payment of such Cash Settlement

Value).  Holders will not be entitled to receive definitive Warrants evidencing
the Warrants; PROVIDED, HOWEVER, that if the Depository (as defined in
Section 1.1(b)) is at any time unwilling or unable to continue as Depository for
the Warrants and a successor Depository is not appointed by the Company within
90 days, the Company will issue Warrants in definitive form in exchange for the
Global Warrant Certificate.  In addition, the Company may at any time determine
not to have the Warrants represented by a Global Warrant Certificate and, in
such event, will issue Warrants in definitive form in exchange for the Global
Warrant Certificate.  In either instance, and in accordance with the provisions
of this Agreement, each Holder will be entitled to have a number of Warrants
equivalent to such Holder's beneficial interest in the Global Warrant
Certificate registered in its name and will be entitled to physical delivery of
such Warrants in definitive form by the Depository Participant (as defined in
Section 1.1(c)) through which such Holder's beneficial interest is reflected.
The provisions of Section 1.5 shall apply only if and when Warrants in
definitive form ("Warrant Certificates") are issued hereunder.  Unless the
context shall otherwise require, all references in this Agreement to the Global
Warrant Certificate shall include the Warrant Certificates in the event that
Warrant Certificates are issued.

(b)  The Global Warrant Certificate shall be deposited with
the Depository or its agent (the term "Depository," as used herein, initially
refers to The Depository Trust Company and includes any successor depository
selected by the Company as provided in Section 1.1(d)) for credit to the
accounts of the Depository Participants as shown on the records of the
Depository from time to time.

(c)  The Global Warrant Certificate will initially be
registered in the name of a nominee of the Depository selected by the Company
for the Warrants.  The Warrant holdings of Depository Participants will be
recorded on the books of the Depository.  The holdings of customers of
Depository Participants will be reflected on the books and records of such
Depository Participants and will not be known to the Warrant Agent, the Company
or the Depository.  "Depository Participants" include securities brokers and
dealers, banks and trust companies, clearing organizations and certain other
organizations

2

which are participants in the DTC system.  Access to the Depository's system is
also available to others such as banks, securities dealers and trust companies
that clear or maintain a custodial relationship with a Depository Participant,
either directly or indirectly.  The Global Warrant Certificate will be held by
the Depository or its agent.

(d)  The Company may from time to time select a new entity to
act as Depository and, if such selection is made, the Company shall promptly
give the Warrant Agent notice to such effect identifying the new Depository and
the Global Warrant Certificate shall be delivered to the Warrant Agent and shall
be transferred to the new Depository as provided in Section 1.4 as promptly as
possible.  Appropriate changes may be made in the Global Warrant Certificate,
the notice of exercise and the related notices delivered in connection with an
exercise of Warrant to reflect the selection of the new Depository.

Section 1.2  FORM, EXECUTION AND DELIVERY OF GLOBAL WARRANT
CERTIFICATE.  The Global Warrant Certificate, whenever issued, shall be in
registered form substantially in the form set forth in Exhibit A hereto, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Agreement.  The Global Warrant Certificate may
have imprinted or otherwise reproduced thereon such letters, numbers or other
marks of identification or designation and such legends or endorsements as the
officers of the Company executing the same may approve (execution thereof to be
conclusive evidence of such approval) and are not inconsistent with the
provisions of this Agreement, or as may be required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Warrants may be listed or of the Depository,
or to conform to usage.  The Global Warrant Certificate shall be signed on
behalf of the Company by its President, Chairman of the Board, officer serving
as Chief Financial Officer, Treasurer or any Vice President, manually or by
facsimile signature, and a facsimile of its corporate seal shall be impressed,
imprinted or engraved thereon, which shall be attested by its Secretary or any
Assistant Secretary, either manually or by facsimile signature.  Typographical
and other minor errors or defects in any

3

such reproduction of the seal or any such signature shall not affect the
validity or enforceability of the Global Warrant Certificate that has been duly
countersigned and delivered by the Warrant Agent.

In case any officer of the Company who shall have signed the Global
Warrant Certificate either manually or by facsimile signature shall cease to be
such officer before the Global Warrant Certificate so signed shall have been
countersigned and delivered by the Warrant Agent to the Company or delivered by
the Company; such Global Warrant Certificate nevertheless may be countersigned
and delivered as though the person who signed such Global Warrant Certificate
had not ceased to be such officer of the Company and the Global Warrant
Certificate may be signed on behalf of the Company by such persons as, at the
actual date of the execution of such Global Warrant Certificate, shall be the
proper officers of the Company, although at the date of the execution of this
Agreement any such person was not such officer.

Section 1.3  GLOBAL WARRANT CERTIFICATE.   One or more Global
Warrant Certificates relating to no more than _________ Warrants originally
issued may be executed by the Company and delivered to the Warrant Agent on or
after the date of execution of this Agreement, provided that only one Global
Warrant Certificate shall be outstanding at any one time.  The Warrant Agent is
authorized, upon receipt of a Global Warrant Certificate from the Company, duly
executed on behalf of the Company, to countersign such Global Warrant
Certificate.  The Global Warrant Certificate shall be manually countersigned and
dated the date of countersignature by the Warrant Agent and shall not be valid
for any purpose unless so countersigned.  The Warrant Agent shall countersign
and deliver the Global warrant Certificate to or upon the order of the Company.

The Global Warrant Certificate may be exchanged for a new Global
Warrant Certificate to reflect the issuance by the Company of additional
Warrants; PROVIDED, HOWEVER, that in no event shall the number of Warrants
represented by the Global Warrant Certificate exceed __________ originally
issued.  To effect such an exchange the Company shall deliver to the Warrant
Agent a new Global Warrant Certificate duly executed on behalf of the

4

Company as provided in Section 1.2.   The Warrant Agent shall countersign the
new Global Warrant Certificate as provided in this Section 1.3 and, upon a
written order of the Company, shall deliver the new Global Warrant Certificate
to the Depository in exchange for, and upon receipt of, the Global Warrant
Certificate then held by the Depository.  The Warrant Agent shall cancel the
Global Warrant Certificate delivered to it by the Depository and return the
cancelled Global Warrant Certificate to the Company.

Section 1.4  REGISTRATION OF TRANSFERS AND EXCHANGES.  Except as
otherwise provided herein or in the Global Warrant Certificate, the Warrant
Agent shall from time to time register the transfer of the Global Warrant
Certificate in the records of the Warrant Agent only to the Depository, to a
nominee of the Depository, to a successor Depository or to a nominee of a
successor Depository, upon surrender of such Global Warrant Certificate, duly
endorsed and accompanied by a written instrument or instruments of transfer in
form satisfactory to the Warrant Agent and the Company, duly signed by the
registered Holder thereof or by the duly appointed legal representative thereof
or by a duly authorized attorney, such signature to be guaranteed by a bank or
trust company, by a broker or dealer which is a member of the National
Association of Securities Dealers, Inc. or by a member of a national securities
exchange.  Upon any such registration of transfer, the Company shall execute and
the Warrant Agent shall countersign and deliver in the name of the designated
transferee a new Global Warrant Certificate of like tenor and evidencing a like
number of unexercised Warrants as evidenced by the Global Warrant Certificate at
the time of such registration of transfer.

The Global Warrant Certificate may be transferred as provided above
at the option of the Holder thereof when surrendered to the Warrant Agent at its
office or agency maintained for the purpose of transferring and exercising the
Warrants, which shall be [south of Chambers Street] in the Borough of Manhattan,
The City of New York (the "Warrant Agent Office"), and which is, on the date of
this Agreement, __________, New York, New York ______,  Attention: [Corporate
Trust Department], or at the office of any successor Warrant Agent as provided
in Section 5.3, for another Global Warrant Certificate of

5

like tenor and representing a like number of unexercised Warrants.

Section 1.5  WARRANT CERTIFICATES.  Any Warrant Certificates
issued in accordance with Section 1.1(a) shall be in registered form
substantially in the form set forth in Exhibit A hereto, with such appropriate
insertions, omissions, substitutions and other variations as are necessary or
desirable for individual Warrant Certificates, and may represent any integral
multiple of Warrants.  The Warrant Certificates may have imprinted or otherwise
reproduced thereon such letters, numbers or other marks of identification or
designation and such legends or endorsements as the officers of the Company
executing the same may approve (execution thereof to be conclusive evidence of
such approval) and are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on which
the Warrants may be listed or of the Depository, or to conform to usage.
Warrant Certificates shall be signed on behalf of the Company upon the same
conditions, in substantially the same manner and with the same effect as the
Global Warrant Certificate.

Each Warrant Certificate, when so signed on behalf of the Company,
shall be delivered to the Warrant Agent, which shall manually countersign and
deliver the same to or upon the written order of the Company.  Each Warrant
Certificate shall be dated the date of its countersignature.

No Warrant shall be valid for any purpose, and no Warrant evidenced
thereby shall be exercisable, until such Warrant Certificate has been
countersigned by the manual signature of the Warrant Agent.  Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.

Warrant Certificates delivered in exchange for the Global Warrant
Certificate shall be registered in such names and addresses (including task
identification numbers) and in such denominations as shall be requested in
writing by the Depository or its nominee in whose name

6

the Global Warrant Certificate is registered, upon written certification to the
Company and the Warrant Agent in form satisfactory to each of them of a
beneficial ownership interest in the Global Warrant Certificate.

The Company shall cause to be kept at an office of the Warrant Agent
in the City of New York a register (the register maintained in such office and
in any other office or agency maintained by or on behalf of the Company for such
purpose being herein sometimes collectively referred to as the "Warrant
Register") in which, subject to such reasonable regulations as it may prescribe,
the Company shall provide for the registration of Warrant Certificates and of
transfers of Warrant Certificates.  The Warrant Agent is hereby appointed
"Warrant Registrar" for the purpose of registering Warrant Certificates and
transfers of Warrant Certificates as herein provided.

For purposes of this Section 1.5, a "Warrantholder" of a Warrant
Certificate at any particular time is the person in whose name such Warrant
Certificate is registered in the Warrant Register at such time.

Upon surrender for registration of transfer of any Warrant
Certificate at an office or agency of the Company maintained for such purpose,
the Company shall execute, and the Warrant Agent shall countersign and deliver,
in the name of the designated transferee or transferees, one or more new Warrant
Certificates of any authorized denominations and representing Warrants of a like
aggregate number.

At the option of the Warrantholder, Warrant Certificates may be
exchanged for other Warrant Certificates of any authorized denominations and
representing Warrants of a like aggregate number, upon surrender of the Warrant
Certificates to be exchanged at such office or agency.  Whenever any Warrant
Certificates are so surrendered for exchange, the Company shall execute, and the
Warrant Agent shall countersign and deliver, the Warrant Certificates which the
Warrantholder making the exchange is entitled to receive.

All Warrant Certificates issued upon any registration of transfer or
exchange of Warrant Certificates shall be the valid obligations of the Company,
evidencing the same obligations of the Company, and entitled to the

7

same benefits under this Warrant Agreement, as the Warrant Certificates
surrendered upon such registration of transfer or exchange.

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

No service charge shall be made for any registration of transfer or
exchange of Warrant Certificates, but the Company may require payment of a sum
sufficient to cover any task or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Warrant
Certificates.

If any mutilated Warrant Certificate is surrendered to the Warrant
Agent, the Company shall execute and the Warrant Agent shall countersign and
deliver in exchange therefor a new Warrant Certificate of like tenor
representing Warrants of a like number and bearing a number not
contemporaneously outstanding.

If there shall be delivered by a Warrantholder to the Company and
the Warrant Agent (i) evidence to their satisfaction of the destruction, loss or
theft of any Warrant Certificate, (ii) such security or indemnity as may be
required by them to save each of them and any agent of either of them harmless
and (iii) funds sufficient to cover any cost or expense to the Company
(including any fees charged by the Warrant Agent) relating to the issuance of a
new Warrant Certificate, then, in the absence of notice to the Company or the
Warrant Agent that such Warrant Certificate has been acquired by a bona fide
purchaser, the Company shall execute and upon its request the Warrant Agent
shall countersign and deliver, in lieu of any such destroyed, lost or stolen
Warrant Certificate, a new Warrant Certificate of like tenor representing
Warrants of a like number and bearing a number not contemporaneously
outstanding.

In case the Warrants evidenced by any such mutilated, destroyed,
lost or stolen Warrant Certificate have been exercised, or have been or are
about to be

8

deemed to be exercised, the Company in its discretion may, instead of issuing a
new Warrant Certificate, treat the same as if it had received written
irrevocable notice of exercise in good form in respect thereof, as provided
herein.

Every new Warrant Certificate issued pursuant to this Section 1.5 in
lieu of any destroyed, lost or stolen Warrant Certificate shall constitute an
original additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Warrant Certificate shall be at any time enforceable
by anyone, and shall be entitled to all the benefits of this Warrant Agreement
equally and proportionately with any and all other Warrant Certificates duly
issued hereunder.

The provisions of this Section 1.5 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Warrant
Certificates.

Prior to due presentment of a Warrant Certificate for registration
of transfer, the Company, the Warrant Agent and any agent of the Company or the
Warrant Agent may treat the person in whose name such Warrant Certificate is
registered as the owner of such Warrant Certificate for all purposes hereunder
whatsoever, whether or not such Warrant Certificate be exercised or deemed to be
exercised; and neither the Company, the Warrant Agent nor any agent of the
Company or the Warrant Agent shall be affected by notice to the contrary.

All Warrant Certificates surrendered for exercise, registration of
transfer or exchange shall, if surrendered to any person other than the Warrant
Agent, be delivered to the Warrant Agent and shall be promptly cancelled by it.
The Company may at any time deliver to the Warrant Agent for cancellation any
Warrant Certificates previously countersigned and delivered hereunder which the
Company may have acquired in any manner whatsoever, and all Warrant Certificates
so delivered shall be promptly cancelled by the Warrant Agent.  No Warrant
Certificates shall be countersigned in lieu of or in exchange for any Warrant
Certificates cancelled as provided in this Section 1.5, except as expressly
permitted by this Warrant Agreement.  All cancelled Warrant Certif-

9

icates held by the Warrant Agent shall be disposed of as directed by the
Company.

ARTICLE II

DURATION AND EXERCISE OF WARRANTS

Section 2.1  AMOUNTS; NOTICE OF EXERCISE.  Subject to the
limitations described herein, each Warrant evidenced by the Global Warrant
Certificate may be irrevocably exercised in whole but not in part on any New
York Business Day from its date of issuance until 3:00 P.M., New York City time,
five New York Business Days prior to _____________ , 19__ (the "Expiration
Date") or until the earlier automatic exercise as provided in Section 2.3.
Except in the case of automatic exercise, each Warrant may be exercised by
written notice to the Warrant Agent from a Depository Participant acting on
behalf of the beneficial owner of such Warrant (each a "Holder"); PROVIDED,
HOWEVER, that notices of exercise are subject to rejection by the Warrant
Agent as provided herein.  Not fewer than [ _____ ] Warrants may be exercised
by or on behalf of any one Holder at any one time, except that no such minimum
exercise amount shall apply in the case of automatic exercise on the Expiration
Date or earlier automatic exercise as provided in Section 2.3.  Irrevocable
notice of exercise to the Warrant Agent shall be in the form set forth in
Exhibit B hereto and shall be sent to the Warrant Agent in writing (which shall
include facsimile transmissions) at its address set forth in such form of notice
or at such other address as the Warrant Agent may specify from time to time.  As
used herein, "New York Business Day" means any day other than a Saturday or a
Sunday or a day on which commercial banks in the City of New York are required
or authorized to be closed.  Except as provided in Section 2.2(b), the Warrant
Agent shall be entitled to rely conclusively on any notice of exercise received
by it with no duty of inquiry by the Warrant Agent.

Section 2.2  EXERCISE AND DELIVERY OF WARRANTS.  (a) Except in the
case of automatic exercise on the Expiration Date or earlier automatic exercise
as provided in Section 2.3 of this Agreement and subject to Section 2.2(b)(i) of
this Agreement, the exercise date (the "Exercise Date") for a Warrant shall be
the New York

10

Business Day next succeeding the date on which the Warrant Agent has received
written irrevocable notice of exercise in good form at or prior to 3:00 P.M.,
New York City time; and if the Warrant Agent shall receive such notice of
exercise after 3:00 P.M., New York City time, on such date, such notice shall be
deemed to have been received at or prior to 3:00 P.M., New York City time, on
the next succeeding New York Business Day, and in such event the Exercise Date
shall be the second New York Business Day succeeding the date on which the
Warrant Agent actually received such notice of exercise.  Any notice of exercise
received after 3:00 P.M., New York City time, on the fifth New York Business Day
preceding the Expiration Date or, if earlier, any Delisting Date (as defined in
Section 2.3(a)) shall be void and of no effect and shall be deemed not to have
been delivered.

(b)  Following receipt of a written irrevocable notice of
exercise in good form, the Warrant Agent shall (i) promptly verify that the
entity that executed such notice is listed as a Depository Participant in the
most recent published edition of the Depository's Eligible Corporate Securities
Book (or comparable publication of a successor Depository) and, if such entity
is not listed therein, the Warrant Agent shall make reasonable efforts to obtain
telephonic verification from the Depository's Planning Department (telephone no.
[(212) 709-1000]) (or comparable department of a successor Depository) that such
entity is a Depository Participant, and if the Warrant Agent is unable through
the above described procedures to verify that such entity is a Depository
Participant, the Warrant Agent shall reject the notice of exercise; (ii) notify
the Company by 5:00 P.M., New York City time, on the New York Business Day such
notice of exercise is received (or deemed to have been received) of the number
of Warrants in respect of which exercise notices, not rejected pursuant to
clause (i) above, were received after 3:00 P.M., New York City time, the
preceding New York Business Day and at or prior to 3:00 P.M., New York City
time, on such date; (iii) obtain the Spot Rate (as defined in Section 2.2(f))
and determine the Cash Settlement Value of the exercised Warrants in the manner
described in Section 2.2(f); (iv) advise the Company by 5:00 P.M., New York City
time, on the Exercise Date of the amount payable in respect of the exercise of
such Warrants, and of the Spot Rate and Cash Settlement Value with respect to
such Warrants, and send

11

notice of confirmation of exercise in the form set forth in Exhibit B hereto to
such Depository Participant; and (v) promptly deliver a copy of such notice of
exercise to the Company and advise the Company of such other matters relating to
the exercised Warrants as the Company shall reasonably request.  Any notice to
be given to the Company by the Warrant Agent pursuant to this Section 2.2 or
Section 2.3 shall be by telephone and shall be promptly confirmed in writing.
Any notice to be given to the Spot Rate Reference Bank pursuant to this Section
2.2 or Section 2.3 shall be by facsimile transmission to the address of the Spot
Rate Reference Bank set forth in Section 6.3.

(c)  Provided that the Company has made adequate funds
available to the Warrant Agent in a timely manner, which shall, in no event be
later than 3:00 P.M., New York City time on the second New York Business Day
(the "Settlement Date") following an Exercise Date of Warrants, the Warrant
Agent will be responsible for making its payment available to the Depository in
the form of a treasurer's check or official bank check, after 3:00 P.M., New
York City time, but prior to the close of business, on such Settlement Date,
such payment to be in the amount of the aggregate Cash Settlement Value in
respect of such exercised Warrants for which delivery has been accepted by the
Warrant Agent.

(d)  The Warrant Agent shall cause its records, which may be
kept electronically, to be marked to reduce the number of Warrants evidenced by
the Global Warrant Certificate, by the number of Warrants delivered to the
Warrant Agent's Depository Participant Account (entitled _______ ), or such
other account of the Warrant Agent at the Depository as the Warrant Agent shall
designate in writing to the Company (the "Warrant Account"), promptly after such
delivery.

(e)  If any Depository Participant fails to transfer Warrants
with respect to which it delivered a notice of exercise (a "Failed Delivery") by
11:30 A.M., New York City time, on the Settlement Date therefor, the Warrant
Agent shall notify the Company (and, if requested by the Company in writing, a
designated agent of the Company) of such Failed Delivery and the number of
Warrants to which it relates by __________ P.M., New York City time, on such
Settlement Date by telephone, promptly

12

confirmed in writing by transmitting to the Company (by telecopy or other
similar rapid communication system) a copy of the notice of exercise to which
such Failed Delivery relates.  At such times as the Warrants are evidenced by a
Global Warrant Certificate, a Failed Delivery shall be deemed to occur as a
result of a failure by a Depository Participant to take any action required to
effectuate a transfer of the Warrants on the records of the Depository.

(f)  Except as provided in Section 2.3, "Cash Settlement
Value" of an exercised Warrant is an amount stated in U.S. dollars which is the
greater of (i) zero and (ii) the amount computed by subtracting [from ]* [_]
from ** an amount equal to _ times a fraction, the numerator of which is the
Spot Rate on the Exercise Date and the denominator of which is ________________
(the "Strike Price").  The "Spot Rate" on such Exercise Date shall mean the
offered spot rate of U.S. dollars for __________ as quoted by
(the "Spot Rate Reference Bank") at 10:00 A.M., New York City time, on such date
or, if such bank is not quoting such rate at such time, the rate quoted by such
other leading bank in the foreign exchange markets as may be selected by the
Company in good faith and notified to the Warrant Agent.  The Spot Rate shall be
calculated to _____________  decimal places.  References in this Agreement to
"U.S. dollars," "U.S. $" or "$" are to the currency of the United States of
America.  References to ____________ or ____________ are to the currency
of _______________.

Section 2.3  AUTOMATIC EXERCISE OF THE WARRANTS.  (a) All Warrants
with respect to which no accepted notice of exercise in good form has been
received by the Warrant Agent by 3:00 P.M., New York City time, on the fifth New
York Business Day preceding the earliest to occur of (i) the Expiration Date,
(ii) the close of business on the New York Business Day on which the Warrants
are delisted from the ____________ Stock exchange, and (iii) the close of
business on the New York Business Day that the Warrants are permanently
suspended from trading on the _______________ Stock Exchange (the effective
date of any such delisting or permanent suspension,

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

* In the case of Put Warrants.

** In the case of Call Warrants.

13

the "Delisting Date") will be automatically exercised, without any required
delivery of notice of exercise from any relevant Depository Participant to the
Warrant Agent.  Such Expiration Date or Delisting Date, as the case may be,
shall be the Exercise Date for such Warrants and the Spot Rate and Cash
Settlement Value of such Warrants shall be determined as of the New York
Business Day following such Exercise Date.  The Company will advise the Warrant
Agent of the date of any executed delisting or permanent suspension of trading
of the Warrants as soon as is practicable and will immediately inform the
Warrant Agent after the Company has received notice that such delisting or
suspension has occurred, but in no event will notice of such delisting or
suspension be given to the Warrant Agent later than 5:00 P.M., New York City
time, on the New York Business Day preceding the date that such delisting or
suspension occurs.

(b)  By 5:00 P.M., New York City time, on the fifth New York
Business Day preceding the Expiration Date or the Delisting Date, as the case
may be, the Warrant Agent shall advise the Company of the number of unexercised
Warrants outstanding after 3:00 P.M., New York City time, on such day.  The
Warrant Agent shall, on the New York Business Day following the Expiration Date
or the Delisting Date, as the case may be, (i) obtain the Spot Rate and
determine the Cash Settlement Value (in the manner provided in paragraph (f) of
Section 2.2, except that the Spot Rate shall be the Spot Rate on the New York
Business Day nest succeeding the Expiration Date or the Delisting Date, as the
case may be) of the unexercised Warrants, (ii) advise the Company of the Spot
Rate and the Cash Settlement Value of the unexercised Warrants evidenced by the
Global Warrant Certificate, and (iii) advise the Company of such other matters
relating to the unexercised Warrants as the Company shall reasonably request.
Provided that the Company has made adequate funds available to the Warrant Agent
in a timely manner which shall, in no event, be later than 3:00 P.M., New York
City time, on the third New York Business Day following the Expiration Date or
the Delisting Date, as the case may be, the Warrant Agent will make its
treasurer's check or an official bank check available to the Depository against
receipt by the Warrant Agent from the Depository of the Global Warrant
Certificate on the third New York Business Day following the Expiration Date,
such check to be in the amount of the aggregate Cash Settle-

14

ment Value in respect of the number of unexercised Warrants evidenced by the
Global Warrant Certificate at the close of business on the Expiration Date.  The
Warrant Agent shall promptly cancel the Global Warrant Certificate following its
receipt thereof from the Depository.

(c)  The Company will notify the Holders, or will cause the
Holders to be notified, as promptly as is practicable of any expected delisting
or suspension of trading of the Warrants.

Section 2.4  [COVENANT OF THE COMPANY.  The Company covenants, for
the benefit of the Holders, that it will not seek the delisting of the Warrants,
or suspension of their trading on, the ________________ Stock Exchange.]

Section 2.5  RETURN OF GLOBAL WARRANT CERTIFICATE.  At such time
as all of the Warrants have been exercised, deemed automatically exercised or
otherwise cancelled, the Warrant Agent shall return the cancelled Global Warrant
Certificate to the Company.

Section 2.6  RETURN OF MONEY HELD UNCLAIMED FOR TWO YEARS.  Any
money deposited with or paid to the Warrant Agent for the payment of the Cash
Settlement Value of any Warrants and not applied but remaining unclaimed for two
years after the date upon which such Cash Settlement Value shall have become due
and payable, shall be repaid by the Warrant Agent to the Company and the Holder
of such Warrants shall thereafter look only to the Company for any payment which
such Holder may be entitled to collect and all liability of the Warrant Agent
with respect to such money shall thereupon cease; PROVIDED, HOWEVER, that
the Warrant Agent before making such repayment, may at the expense of the
Company notify the Holders concerned that said money has not been so applied and
remains unclaimed and that after a date named therein any unclaimed balance of
said money then remaining will be returned to the Company.

Section 2.7  DESIGNATION OF AGENT FOR RECEIPT OF NOTICE.  The
Company may from time to time designate in writing to the Warrant Agent a
designee for receipt of all notices required to be given by the Warrant Agent
pursuant to this Article II and all such notices thereaf-

15

ter shall be given in the manner herein provided by the Warrant Agent to such
designee.

ARTICLE III

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS

Section 3.1  HOLDER OF WARRANT MAY ENFORCE RIGHTS.
Notwithstanding any of the provisions of this Agreement, any Holder, without the
consent of the Warrant Agent, may, in and for his own behalf, enforce, and may
institute and maintain any suit, action or proceeding against the Company
suitable to enforce, or otherwise in respect of, his right to exercise, and to
receive payment for, his Warrant as provided in the Global Warrant Certificate
and in this Agreement.

Section 3.2  MERGER, CONSOLIDATION, SALE, TRANSFER OR CONVEYANCE.
If at any time there shall be a merger, consolidation, sale, transfer,
conveyance or other disposition of substantially all of the assets of the
Company, then in any such event the successor or assuming corporation shall
succeed to and be substituted for the Company, with the same effect as if it had
been named herein and in the Warrants as the Company; the Company shall
thereupon be relieved of any further obligation hereunder or under the Warrants,
and, in the event of any such sale, transfer, conveyance (other than by way of
lease) or other disposition, the Company as the predecessor corporation may
thereupon or at time thereafter be dissolved, wound up or liquidated.  Such
successor or assuming corporation thereupon may cause to be signed, and may
issue, either in its own name or in the name of the Company, a new Global
Warrant Certificate representing the Warrants not theretofore exercised, in
exchange and substitution for the Global Warrant Certificate theretofore issued.
Such Global Warrant Certificate shall in all respects have the same legal rank
and benefit under this Agreement as the Global Warrant Certificate theretofore
issued in accordance with the terms of this Agreement as though such new Global
Warrant Certificate had been issued at the date of the execution hereof.  In any
case of any such consolidation, merger, sale, transfer, conveyance or other
disposition of substantially all of the assets of the Company, such changes in
phraseology and form (but not in substance) may be made

16

in the new Global Warrant Certificate as may be appropriate.

The Warrant Agent may receive a written opinion of legal counsel as
conclusive evidence that any such consolidation, merger, sale, transfer,
conveyance or other disposition of substantially all of the assets of the
Company complies with the provisions of this Section 3.2 and that the assumption
of this Agreement by the successor or assuming corporation is effective.

ARTICLE IV

CANCELLATION OF WARRANTS

Section 4.1  CANCELLATION OF WARRANTS.   In the event the Company
shall purchase or otherwise acquire Warrants, such Warrants may, at the option
of the Company and upon notification to the Warrant Agent, be surrendered free
through a Depository Participant for credit to the Warrant Account and if so
credited the Warrant Agent shall promptly note the cancellation of such Warrants
by notation on the records of the Warrant Agent.

Section 4.2  TREATMENT OF HOLDERS.  The Company, the Warrant Agent
and any agent of the Company or the Warrant Agent may deem and treat the person
in whose name the Global Warrant Certificate shall be registered in the records
of the Warrant Agent as the absolute owner of such Global Warrant Certificate
(notwithstanding any notation of ownership or other writing thereon) for any
purpose and as the person entitled to exercise the rights represented by the
Warrants evidenced hereby, and neither the Company nor the Warrant Agent, nor
any agent of the Company or the Warrant Agent shall be affected by any notice to
the contrary, except that the Warrant Agent and the Company shall be entitled to
rely on and act pursuant to instructions of Depository Participants as
contemplated by Article II of this Agreement.  This Section 4.2 shall be without
prejudice to the rights of Holders as described elsewhere herein.

17

ARTICLE V

CONCERNING THE WARRANT AGENT

Section 5.1  WARRANT AGENT.  The Company hereby appoints ___________
as Warrant Agent of the Company in respect of the Warrants and the Global
Warrant Certificate upon the terms and subject to the conditions set forth
herein and in the Global Warrant Certificate; and ________________ hereby
accepts such appointment.  The Warrant Agent shall have the powers and authority
granted to and conferred upon it in the Global Warrant Certificate and hereby
and such further powers and authority acceptable to it to act on behalf of the
Company as the Company may hereafter grant to or confer upon it.  All of the
terms and provisions with respect to such powers and authority contained in the
Global Warrant Certificate are subject to and governed by the terms and
provisions thereof.

Section 5.2  CONDITIONS OF WARRANT AGENT'S OBLIGATIONS.  The
Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof and of the Global Warrant Certificate, including the
following, to all of which the Company agrees and to all of which the rights
hereunder of the Holders from time to time of the Warrants shall be subject:

(a)  The Company agrees promptly to pay the Warrant Agent the
compensation to be agreed upon with the Company for all services rendered by the
Warrant Agent and to reimburse the Warrant Agent for its reasonable
out-of-pocket expenses (including counsel fees and expenses) incurred by the
Warrant Agent without negligence, bad faith or breach of this Agreement on its
part in connection with the services rendered by it hereunder.  The Company also
agrees to indemnify the Warrant Agent for, and to hold it harmless against, any
loss, liability or expense (including reasonable attorneys' fees and expenses)
incurred without negligence, bad faith or breach of this Agreement on the part
of the Warrant Agent, arising out of or in connection with its acting as such
Warrant Agent hereunder or with respect to the Global Warrant Certificate, as
well as the reasonable costs and expenses of defending against any claim of
liability in the premises.

18

(b)  In acting under this Warrant Agreement and in connection
with the Global Warrant Certificate, the Warrant Agent is acting solely as agent
of the Company and does not assume any obligation or relationship of agency or
trust for or with any of the owners or Holders of the Warrants.

(c)  The Warrant Agent may consult with counsel satisfactory
to it, and the opinion of such counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with the opinion of such counsel.

(d)  The Warrant Agent shall be protected and shall incur no
liability for or in respect of any action taken or omitted or anything suffered
by it in reliance upon any Global Warrant Certificate, notice, direction,
consent, certificate, affidavit, statement or other paper or document reasonably
believed by it to be genuine and to have been presented or signed by the proper
parties.

(e)  The Warrant Agent, and its officers, directors and
employees, may become the owner of, or acquire any interest in, any Warrants or
other obligations of the Company, with the same rights that it or they would
have if it were not the Warrant Agent hereunder, and, to the extent permitted by
applicable law, it or they may engage or be interested in any financial or other
transaction with the Company and may act on, or as depositary, trustee or agent
for, any committee or body of Holders of Warrants or other obligations of the
Company as freely as if it were not the Warrant Agent hereunder.

(f)  The Warrant Agent shall not be under any liability for
interest on any monies at any time received by it pursuant to any of the
provisions of this Agreement or of the Global Warrant Certificate nor shall it
be obligated to segregate such monies from other monies held by it, except as
required by law.  The Warrant Agent shall not be responsible for advancing funds
on behalf of the Company.

(g)  The Warrant Agent shall not be under any responsibility
with respect to the validity or suffi-

19

ciency of this Agreement or the execution and delivery hereof (except the due
execution and delivery hereof by the Warrant Agent) or with respect to the
validity or execution of the Global Warrant Certificate (except its
countersignature thereof).

(h)  The recitals contained herein and in the Global Warrant
Certificate (except as to the Warrant Agent's countersignature thereon) shall be
taken as the statements of the Company, and the Warrant Agent assumes no
responsibility for the correctness of the same.

(i)  The Warrant Agent shall be obligated to perform only such
duties as are herein and in the Global Warrant Certificate specifically set
forth and no implied duties or obligations shall be read into this Agreement or
the Global Warrant Certificate against the Warrant Agent.  The Warrant Agent
shall not be under any obligation to take any action hereunder likely to involve
it in any expense or liability, the payment of which is not, in its reasonable
opinion, assured to it.  The Warrant Agent shall not be accountable or under any
duty or responsibility for the use by the Company of the Global Warrant
Certificate countersigned by the Warrant Agent and delivered by it to the
Company pursuant to this Agreement or for the application by the Company of any
proceeds.  The Warrant Agent shall have no duty or responsibility in case of any
default by the Company in the performance of its covenants or agreements
contained herein or in the Global Warrant Certificate or in the case of the
receipt of any written demand from a Holder of a Warrant with respect to such
default, except as provided in Section 6.2 hereof, including, without limiting
the generality of the foregoing, any duty or responsibility to initiate or
attempt to initiate any proceedings at law or otherwise or to make any demand
upon the Company.

(j)  Unless herein or in the Global Warrant Certificate
otherwise specifically provided, any order, certificate, notice, request,
direction or other communication from the Company made or given by the Company
under any provision of this Agreement shall be sufficient if signed by its
President, Chairman of the Board, officer serving as Chief Financial Officer,
Treasurer or any Vice President.

20

Section 5.3  RESIGNATION AND APPOINTMENT OF SUCCESSOR.  (a) The
Company agrees, for the benefit of the Holders from time to time of the
Warrants, that there shall at all times be a Warrant Agent hereunder until all
the Warrants are no longer exercisable.

(b)  The Warrant Agent may at any time resign as such agent by
giving written notice to the Company of such intention on its part, specifying
the date on which its desired resignation shall become effective, subject to the
appointment of a successor Warrant Agent, and acceptance of such appointment by
such successor Warrant Agent, as hereinafter provided.  The Warrant Agent
hereunder may be removed at any time by the filing with it of an instrument in
writing signed by or on behalf of the Company and specifying such removal and
the date when it shall become effective.  Such resignation or removal shall take
effect upon the appointment by the Company, as hereinafter provided, of a
successor Warrant Agent (which shall be a banking institution organized under
the laws of the United States of America, or one of the states thereof and
having an office or an agent's office [south of Chambers Street] in the Borough
of Manhattan, the City of New York) and the acceptance of such appointment by
such successor Warrant Agent.  In the event a successor Warrant Agent has not
been appointed and accepted its duties within 90 days of the Warrant Agent's
notice of resignation, the Warrant Agent may apply to any court of competent
jurisdiction for the designation of a successor Warrant Agent.  The obligation
of the Company under Section 5.2(a) shall continue to the extent set forth
therein notwithstanding the resignation or removal of the Warrant Agent and
shall survive the termination of this Agreement.

(c)  In case at any time the Warrant Agent shall resign, or
shall be removed, or shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or make an assignment for the benefit of its creditors or
consent to the appointment of a receiver or custodian of all or any substantial
part of its property, or shall admit in writing its in ability to pay or meet
its debts as they mature, or if a receiver or custodian of it or all or any
substantial part of its property shall be appointed, or if any public officer
shall have taken charge or control of the Warrant Agent or of its property or
affairs, for the purpose of rehabilitation,

21

conservation or liquidation, a successor Warrant Agent, qualified as aforesaid,
shall be appointed by the Company by an instrument in writing, filed with the
successor Warrant Agent.  Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by the latter of such appointment, the Warrant
Agent so superseded shall cease to be Warrant Agent hereunder.

(d)  Any successor Warrant Agent appointed hereunder shall
execute, acknowledge and deliver to its predecessor and to the Company an
instrument accepting such appointment hereunder, and thereupon such successor
Warrant Agent, without any further act, deed or conveyance, shall become vested
with all the authority, rights, powers, trusts, immunities, duties and
obligations of such predecessor with like effect as if originally named as
Warrant Agent hereunder, and such predecessor, upon payment of its charges and
disbursements then unpaid, shall thereupon become obligated to transfer, deliver
and pay over, and such successor Warrant Agent shall be entitled to receive, all
monies, securities and other property on deposit with or held by such
predecessor, as Warrant Agent hereunder.

(e)  Any corporation into which the Warrant Agent hereunder
may be merged or converted or any corporation with which the Warrant Agent may
be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Warrant Agent shall be a party, or any corporation to
which the Warrant Agent shall sell or otherwise transfer all or substantially
all of the corporate trust business of the Warrant Agent, provided that it shall
be qualified as aforesaid, shall be the successor Warrant Agent under this
Agreement without the execution or filing of any paper or any further act on the
part of any of the parties hereto.

ARTICLE VI

MISCELLANEOUS

Section 6.1  AMENDMENT.  (a) This Agreement and the Global Warrant
Certificate may be amended by the Company and the Warrant Agent, without the
consent of the Holder of the Global Warrant Certificate or the Holders, for the
purpose of curing any ambiguity, or of curing,

22

correcting or supplementing any defective or inconsistent provision contained
herein or therein, for the purpose of appointing a successor Depository in
accordance with paragraph (d) of Section 1.1, for the purpose of issuing
Warrants in definitive form in accordance with paragraph (a) of Section 1.1, or
in any other manner which the Company may deem to be necessary or desirable and
which will not materially and adversely affect the interests of the Holders of
the Warrants.  Notwithstanding anything in this Section 6.1 to the contrary,
this Agreement may not be amended to provide for the countersigning by the
Warrant Agent of one or more Global Warrant Certificates evidencing in excess of
___ Warrants originally issued.

(b)  The Company and the Warrant Agent may modify or amend
this Agreement and the Global Warrant Certificate, with the consent of the
Holders holding not fewer than a majority in number of the then outstanding
unexercised Warrants affected by such modification or amendment, for any
purpose; PROVIDED HOWEVER, that no such modification or amendment that
increases the Strike Price in the case of a Call warrant, or decreases the
Strike Price in the case of a Put Warrant, shortens the period of time during
which the Warrants may be exercised, or other wise materially and adversely
affects the exercise rights of the Holders or reduces the percentage of the
number of outstanding Warrants the consent of the Holders of which is required
for modification or amendment of this Agreement or the Global Warrant
Certificate may be made without the consent of each Holder affected thereby.

Section 6.2  NOTICES AND DEMANDS TO THE COMPANY AND WARRANT
AGENT.  If the Warrant Agent shall receive any notice or demand addressed to
the Company by any Holder pursuant to the provisions of the Global Warrant
Certificate, the Warrant Agent shall promptly forward such notice or demand to
the Company.

Section 6.3  ADDRESSES FOR NOTICES.  Any communications from the
Company to the Warrant Agent with respect to this Agreement shall be addressed
to [name of Warrant Agent], [address], New York (facsimile: ________)
(telephone: ___________), Attention:  Corporate Trust Department; any
communications from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Snap-on Incorporated, 2801

23

80th Street, Kenosha, Wisconsin 53141-1410, Attention:  Treasurer (first copy)
and Secretary (second copy); and any communications from the Warrant Agent to
the Spot Rate Reference Bank with respect to this Agreement shall be addressed
to ______________, [address], Attention: Corporate Foreign Exchange
(facsimile: _____________) (telephone: ____________), (or such other address
as shall be specified in writing by the Warrant Agent, the Company or the Spot
Rate Reference Bank, respectively).

Section 6.4  NOTICES TO HOLDERS.  The Company or the Warrant Agent
may cause to have notice given to the Holders of Warrants by providing the
Depository with a form of notice to be distributed by the Depository to
Depository Participants in accordance with the custom and practices of the
Depository.

Section 6.5  APPLICABLE LAW.  The validity, interpretation and
performance of this Agreement and each Warrant issued hereunder and of the
respective terms and provisions thereof shall be governed by the laws of the
State of New York.

Section 6.6  OBTAINING OF GOVERNMENTAL APPROVALS.  The Company
will from time to time take all action which may be necessary to obtain and keep
effective any and all permits, consents and approvals of governmental agencies
and authorities and the _______________ Stock Exchange and securities acts
filings under United States Federal and State laws, which may be or become
requisite in connection with the issuance, sale, trading, transfer or delivery
of the Warrants, the Global Warrant Certificate and the exercise of the
Warrants.

Section 6.7  PERSONS HAVING RIGHTS UNDER WARRANT AGREEMENT.
Nothing in this Agreement expressed or implied and nothing that may be inferred
from any of the provisions hereof is intended, or shall be construed, to confer
upon, or give to, any person or corporation other than the Company, the Warrant
Agent, the registered Holder of the Global Warrant Certificate and the Holders
of any right, remedy or claim under or by reason of this Agreement or of any
covenant, condition, stipulation, promise or agreement hereof; and all
covenants, conditions, stipulations, promises and agreements in this Agreement
contained shall be for the sole and exclusive benefit of the Company and the
Warrant Agent, the regis-

24

tered Holder of the Global Warrant Agent and their successors and of the
registered Holder of the Global Warrant Certificate and the Holders.

Section 6.8  HEADINGS.  The descriptive headings of the several
Articles and Sections of this Agreement are inserted for convenience only and
shall not control or affect the meaning or construction of any of the provisions
hereof.

Section 6.9  COUNTERPARTS.  This Agreement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.

Section 6.10  INSPECTION OF AGREEMENT.  A copy of this Agreement
shall be available at all reasonable times at the principal corporate trust
office of the Warrant Agent, for inspection by the registered holder of the
Global Warrant Certificate, Depository Participants and Holders.

25

IN WITNESS WHEREOF, this Agreement has been duly executed by the
parties hereto as of the day and year first above written.

SNAP-ON INCORPORATED

By:
-------------------------------------

[SEAL]

Attest:

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

[NAME OF WARRANT AGENT]

By:
-------------------------------------
[SEAL]

Attest:

- ----------------------------
[Assistant Secretary]

26

EXHIBIT A

[FORM OF GLOBAL WARRANT CERTIFICATE]

EXERCISABLE ONLY IF COUNTERSIGNED
BY THE WARRANT AGENT AS PROVIDED HEREIN

No.                                             CUSIP NO.____________

Global Warrant Certificate

representing

up to ___ Currency [Put/Call] Warrants
Expiring ____________________ , 19__

SNAP-ON INCORPORATED

This certifies that [CEDE & Co.] or registered assigns is the
registered Holder of ________________ Currency [Call/Put] Warrants (the
"Warrants") or such lesser amount as is indicated in the records of [name of
Warrant Agent], as Warrant Agent.  Each Warrant entitles the beneficial owner
thereof (a "Holder"), subject to the provisions contained herein and in the
Warrant Agreement referred to below, to receive from Snap-on Incorporated (the
"Company") the cash settlement value (the "Cash Settlement Value") of the right
to [sell/purchase] at a price of U.S. [$ _________ ], as further described
below.  Holders will not be entitled to any interest on any Cash Settlement
Value to which they are otherwise entitled (unless the Company shall default in
the payment of such Cash Settlement Value).  The Warrants may be exercised at or
prior to 3:00 P.M., New York City time, on any New York Business Day from their
date of issuance until 3:00 P.M., New York City time, on the fifth New York
Business Day preceding (i) their expiration on ____________ , 19   (the
"Expiration Date") or (ii) the date of earlier automatic exercise as further
described below and as provided in the Warrant Agreement.  Except in the case of
automatic exercise, not fewer than [____________] Warrants may be exercised by
or on behalf of any one Holder on any one day.  Reference herein to "U.S.
dollars" or "U.S." are to the currency of the United States of Ameri-

27

ca.  References to __________ or __________ are to the currency of __________.
The term "New York Business Day," as used herein, means any day other than a
Saturday or Sunday or a day on which commercial banks in New York City are
required or authorized to be closed.

This Global Warrant Certificate is issued under and in accordance
with the Warrant Agreement, dated as of ________________________ , 19 ___ (the
"Warrant Agreement"), between the Company and the Warrant Agent, and is subject
to the terms and provisions contained in the Warrant Agreement, to all of which
terms and provisions all beneficial owners of the Warrants evidenced by this
Global Warrant Certificate and the Holder of this Global Warrant Certificate
consent by acceptance hereof by the Depository (as defined below).  Copies of
the Warrant Agreement are on file at the principal corporate trust office of the
Warrant Agent in New York City.  Except as provided in the Warrant Agreement,
holders will not be entitled to receive definitive Warrants evidencing their
Warrants.  Warrant holdings will be held through a depository selected by the
Company which initially is The Depository Trust Company (the "Depository," which
term, as used herein, includes any successor depository selected by the Company)
as further provided in the Warrant Agreement.

Capitalized terms included herein but not defined herein have the
meanings assigned thereto in the Warrant Agreement.

The Cash Settlement Value of an exercised Warrant will be an amount
stated in U.S. dollars which is the greater of (i) zero and (ii) the amount
computed subtracting [from _________ ]* [ ___________ from]** an amount
equal to times a fraction, the numerator of which is the Spot Rate on the
Exercise Date and the denominator of which is _________________ (except in the
case of automatic exercises as described below).  The "Spot Rate" on any date
will be the offered spot rate of ___________ U.S. dollars for _______________
as quoted by __________ at 10:00 A.M., New York City time, on

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

* In the case of Put Warrants.

** In the case of Call Warrants.

such date or, if such bank is not quoting such rate at such time, the rate
quoted by such other leading bank in the foreign exchange markets as may be
selected by the Company in good faith and notified to the Warrant Agent.

Subject to the provisions hereof and of the Warrant Agreement, each
Warrant shall be deemed to be exercised on the nest New York Business Day after
the New York Business Day on which the notice of exercise in good form is
received by the Warrant Agent at or prior to 3:00 p.m., New York City time, on
such date (the "Exercise Date").  If the Warrant Agent receives such notice of
exercise after 3:00 P.M., New York City time, on such date, such notice shall be
deemed to have been received at or prior to 3:00 P.M., New York City time, on
the next New York Business Day, and in such event the Exercise Date shall be the
second New York Business Day succeeding the date on which the Warrant Agent
actually received such notice.  If the notice of exercise is not rejected as
provided in the Warrant Agreement, the Warrant Agent will obtain the Spot Rate
and determine the Cash Settlement Value of the exercised Warrants in the manner
described in the Warrant Agreement.  Any notice of exercise received after 3:00
P.M., New York City time, on the fifth New York Business Day preceding the
Expiration Date or the date of earlier automatic exercise as further described
below and as provided in the Warrant Agreement shall be void and of no effect
and shall be deemed not to have been delivered.  Provided that the Company has
made adequate funds available to the Warrant Agent in a timely manner, the
Warrant Agent will be responsible for making its payment available by
treasurer's check or official bank check to the Depository on the second New
York Business Day following an Exercise Date (the  "Settlement Date"), all as
provided in the Warrant Agreement, such payment to be in the amount of the
aggregate Cash Settlement Value in respect of such exercised Warrants for which
delivery has been accepted by the Warrant Agent.  If any Depository Participant
fails to transfer by 11:30 A.M., New York City time, on the Settlement Date the
Warrants with respect to which it delivered a notice of exercise, such
Depository Participant will be liable to the Company as provided in the notice
of exercise and be subject to all of the provisions set forth therein and in the
Warrant Agreement.

The Warrant Agent will promptly cause its records to be marked to
reduce the number of unexercised Warrants evidenced by this Global Warrant
Certificate by the number of Warrants transferred to the Warrant Agent's
Depository Participant Account (No.____) from time to time.

All Warrants with respect to which no notice of exercise in good
form has been received by the Warrant Agent by 3:00 P.M., New York City time, on
the fifth New York Business Day preceding the earliest to occur of (i) the
Expiration Date, (ii) the close of business on the New York Business Day on
which the Warrants are delisted from the ________________ Stock Exchange, and
(iii) the close of business on the New York Business Day that the Warrants are
permanently suspended from trading on the ______________ Stock Exchange will
be automatically exercised, without any required delivery of notice of exercise
from the Depository Participant to the Warrant Agent, in the case of clause (i),
as of the Expiration Date, in the case of clause (ii), as of the date of such
delisting, and, in the case of clause (iii), as of the date of such suspension.
The Cash Settlement Value of such Warrants will be determined as provided above,
except that, in the case of clause (i), the Spot Rate shall be the Spot Rate on
the New York Business Day nest succeeding the Expiration Date and, in the case
of clauses (ii) and (iii), the Spot Rate shall be the Spot Rate on the New York
Business Day following the date of such delisting or suspension, as the case may
be.  The Settlement Date with respect to any such automatically exercised
Warrants shall be the third New York Business Day following the Expiration Date
or the date of such delisting or permanent suspension.

The Company, the Warrant Agent and any agent of the Company or the
Warrant Agent may deem and treat the registered owner hereof as the absolute
owner of the Warrants evidenced hereby (notwithstanding any notation of
ownership or other writing hereon) for any purpose and as the person entitled to
exercise the rights represented by the Warrants evidenced hereby, and neither
the Company nor the Warrant Agent nor any agent of the Company or the Warrant
Agent shall be affected by any notice to the contrary, subject to certain
provisions of the Warrant Agreement, except that the Company and the Warrant
Agent shall be entitled to rely on and act pursuant to instruc-

tions of Depository Participants as contemplated herein and in the Warrant
Agreement.

Subject to the terms of the Warrant Agreement, upon due presentment
for registration of transfer of this Global Warrant Certificate at the principal
corporate trust office of the Warrant Agent in New York City, the Company shall
execute and the Warrant Agent shall countersign and deliver in the name of the
designated transferee a new Global Warrant Certificate of like tenor and
evidencing a like number of unexercised Warrants as evidenced by this Global
Warrant Certificate at the time of such registration of transfer and shall be
issued to the designated transferee in exchange for this Global Warrant
Certificate, subject to the limitations provided in the Warrant Agreement,
without charge.

This Global Warrant Certificate and the Warrant Agreement are
subject to amendment as provided in the Warrant Agreement.

This Global Warrant Certificate shall not be valid or obligatory for
any purpose until countersigned by the Warrant Agent.

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

Dated: _______________ __ , 19__

SNAP-ON INCORPORATED

By:

[SEAL]
Attest

Countersigned on the date above written:

[name of Warrant Agent],
as Warrant Agent

By:
[title]

[FORM OF TRANSFER OF GLOBAL WARRANT CERTIFICATE]

, as Warrant Agent
Corporate Trust Department
[address]
(Telex:          )
(Facsimile:      )

, the registered Holder of the Global
Warrant Certificate representing all unexercised Snap-on Incorporated Currency
[Put/Call] Warrants Expiring ____________ , 19__, hereby requests the transfer
of such Global Warrant Certificate to                .

Dated:                      [NAME OF REGISTERED HOLDER]

BY

EXHIBIT B

[FORM OF IRREVOCABLE NOTICE OF EXERCISE]

,
as Warrant Agent
[address]
Attention:  [Corporate Trust Department]

(Telex:                      )
(Facsimile:                  )

Re:   Exercise of Snap-on Incorporated Currency
[Put/Call] Warrants Expiring                         ,
19   ("WARRANTS")

1.  We refer to the Warrant Agreement dated as of_______ , 19__ (the
"Warrant Agreement") between Snap-on Incorporated (the "Company") and [name of
Warrant Agent] (the "Warrant Agent").  On behalf of certain clients, each of
whom is exercising no fewer than [] Warrants and whose Warrants are held in
our name, we hereby irrevocably exercise _________________________ Warrants
(the "Exercised Warrants").  We hereby certify that, at the time this notice is
delivered to you, we hold in our name on behalf of each such client a settled
position of Warrants in an amount at least equal to the number of Warrants that
we are hereby exercising on behalf of such client.  We hereby acknowledge that
this Irrevocable Notice of Exercise must be received by you by 3:00 P.M., New
York City time, on the date hereof in order for the Exercise Date of the
Exercised Warrants to be the nest succeeding New York Business Day and that if
this Irrevocable Notice of Exercise is received by you after 3:00 P.M., New York
City time, the Exercise Date of the Exercised Warrants shall be the second
succeeding New York Business Day.

2.  We hereby certify that we are a participant of [The Depository
Trust Company] (the "Depository") with the present right to use and receive its
services.

3.  We hereby agree to transfer such Warrants by 11:30 A.M., New
York City time, on the second New York Business Day following the Exercise Date
of the Exercised

Warrants (__________________ , 19__) (the "Settlement Date") to the Warrant
Agent's Participant Account No.___  (the  "Warrant Account").  We hereby
acknowledge that once we have delivered this Irrevocable Notice of Exercise to
you in good form we must transfer the Exercised Warrants by 11:30 A.M., New York
City time, on the Settlement Date and, from and after the time this notice is
delivered to you, we will not effect any transactions with respect to the
Exercised Warrants except for the transfer to the Warrant Account of the
Exercised Warrants on the Settlement Date.

4.  We understand and agree that if we fail to transfer any of the
Exercised Warrants by 11:30 A.M., New York City time, on the Settlement Date:
(i) we shall be held liable for any and all damages which may accrue to the
Company in accordance with (a) the rules and procedures of the
______________________  Stock Exchange governing the Warrants, and (b) market
custom and usage; (ii) we shall be held liable to our client for, and agree to
hold the Company and the Warrant Agent harmless against any liability resulting
from, any and all damages which may accrue to such client with respect to such
failure; (iii) we will promptly pay to the Company any funds credited to our
account in excess of the aggregate Cash Settlement Value of the Exercised
Warrants that we fail to transfer to the Warrant Account on the Settlement Date;
and (iv) we agree that, at such time as transfer of the Warrants to which this
Irrevocable Notice of Exercise relates is made, the Cash Settlement Value for
such Warrants will be determined in accordance with the Warrant Agreement as if
such Warrants had been timely transferred as required in paragraph 3 above.

Capitalized terms used herein and not defined have the meanings
assigned thereto in the Warrant Agreement.

Dated:                       , 19__

[NAME OF DEPOSITORY PARTICIPANT]

By:

Authorized Signature
[Address]
Telephone:
Facsimile:
Participant Number:

EXHIBIT 4(j)

SNAP-ON INCORPORATED
BYLAWS
AMENDED AND RESTATED

INDEX

ARTICLE I - OFFICES

1.1.  Registered Office and Agent..........................................  1

1.2.  Other Offices........................................................  1

ARTICLE II - THE STOCKHOLDERS

2.1.  Place of Meetings....................................................  1

2.2.  Annual Meeting.......................................................  1

2.3.  Quorum...............................................................  1

2.4.  Voting...............................................................  2

2.5.  Proxies..............................................................  2

2.6.  List of Stockholders.................................................  3

2.7.  Special Meetings.....................................................  3

2.8.  Notice of Meetings...................................................  3

2.9.  Stockholder Nominations and Proposals................................  3

2.10. Voting Procedures and Inspectors of Elections........................  4

ARTICLE III - THE BOARD OF DIRECTORS

3.1.  Powers, Number and Classification of Directors.......................  5

3.2.  Vacancies............................................................  6

3.3.  Place of Meetings....................................................  6

3.4.  Regular Meetings.....................................................  6

3.5.  Special Meetings.....................................................  6

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3.6.  Quorum; Voting.......................................................  7

3.7.  Quorum During Emergency..............................................  7

3.8.  Informal Action......................................................  7

3.9.  Meeting by Telephone.................................................  7

3.10. Compensation.........................................................  7

3.11. Committees...........................................................  8

ARTICLE IV - OFFICERS

4.1.  Election and Removal of Chairman of the Board of Directors...........  8

4.2.  Duties of the Chairman of the Board of Directors.....................  8

4.3.  Officers.............................................................  9

4.4.  Removal..............................................................  9

4.5.  Designation of Chief Executive Officer and Chief Operating Officer...  9

4.6.  Chief Executive Officer..............................................  9

4.7.  Chief Operating Officer.............................................. 10

4.8.  President............................................................ 10

4.9.  Executive Vice Presidents............................................ 10

4.10. Senior Vice Presidents............................................... 10

4.11. Chief Information Officer............................................ 10

4.12. Chief Financial Officer.............................................. 10

4.13. Vice Presidents...................................................... 10

4.14. Appointed Officers................................................... 11

4.15. Secretary............................................................ 11

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4.16. Treasurer............................................................ 11

4.17. Controller........................................................... 11

4.18. Delegation of Duties................................................. 12

4.19. Compensation......................................................... 12

4.20. Bonds................................................................ 12

ARTICLE V - CERTIFICATES OF STOCK AND THEIR TRANSFER

5.1.  Regulation........................................................... 12

5.2.  Form of Certificates................................................. 12

5.3.  Transfer of Certificates............................................. 13

5.4.  Record Date.......................................................... 13

5.5.  Lost or Destroyed Certificates....................................... 14

5.6.  Stock Transfer Books; Record Date.................................... 14

5.7.  Consent of Stockholders in Lieu of Meeting........................... 15

ARTICLE VI - BOOKS AND ACCOUNTS

6.1.  Location............................................................. 15

6.2.  Inspection........................................................... 15

ARTICLE VII - CHECKS, NOTES, CONTRACTS, ETC.

7.1.  Checks; Notes........................................................ 16

7.2.  Execution of Corporate Contracts..................................... 16

ARTICLE VIII - MISCELLANEOUS

8.1.  Fiscal Year.......................................................... 16

8.2.  Corporate Seal....................................................... 16

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8.3.  Notice............................................................... 16

8.4.  Waiver of Notice..................................................... 16

8.5.  Voting of Stock in Other Corporations................................ 17

ARTICLE IX - INDEMNIFICATION

9.1.  Eligibility; Expenses................................................ 17

9.2.  Suit to Collect...................................................... 18

9.3.  Nonexclusivity of Rights............................................. 18

9.4.  Insurance............................................................ 18

9.5.  Expenses as a Witness................................................ 18

9.6.  Indemnity Agreements................................................. 18

9.7.  Continuation of Rights............................................... 18

9.8.  Amendment............................................................ 19

ARTICLE X - AMENDMENT OF BYLAWS

10.1. Amendment............................................................ 19

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SNAP-ON INCORPORATED

AMENDED AND RESTATED BYLAWS

ARTICLE I - OFFICES

1.1.  REGISTERED OFFICE AND AGENT.  The registered office shall be in
the City of Wilmington, County of New Castle, State of Delaware, and the name of
the resident agent in charge thereof is the Corporation Trust Company of
America.

1.2.  OTHER OFFICES.  The Corporation may have its principal executive
office in the City of Kenosha, State of Wisconsin, and may also have offices at
such other places as the Board of Directors may from time to time determine or
the business of the Corporation may require.

ARTICLE II - THE STOCKHOLDERS

2.1.  PLACE OF MEETINGS.  All meetings of the stockholders, whether annual
or special, shall be held at the offices of the Corporation in Kenosha,
Wisconsin, or at such other place, within or without the State of Delaware, as
may be fixed from time to time by the Board of Directors.

2.2.  ANNUAL MEETING.  An annual meeting of stockholders shall be held
on such date and at such time as shall be designated from time to time by the
Board of Directors and stated in the notice of the meeting.

2.3.  QUORUM.  A majority of the outstanding stock entitled to vote,
present in person or by proxy duly authorized by the stockholder and filed with
the Secretary, shall constitute a quorum at all meetings of the stockholders
except as otherwise provided by law, by the Certificate of Incorporation or by
these Bylaws.  If, however, a majority shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person, or by proxy duly authorized by the stockholder and filed with
the Secretary, shall have power to  adjourn the meeting from time to time,
without notice other than announcement at the meeting of the place, date, and
hour of the adjourned meeting, until a quorum shall be present or represented.
At the adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting

-1-

as originally notified.  If the adjournment is for more than thirty (30) days,
or if after the adjournment a new record date is fixed for the adjourned
meeting, a notice of the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.  The stockholders present at a duly
organized meeting may continue to transact business until adjournment
notwithstanding the withdrawal of enough stockholders to leave less than a
quorum.

2.4.  VOTING.  When a quorum is present at any meeting, and subject to
the provisions of the General Corporation Law of the State of Delaware, the
Certificate of Incorporation or these Bylaws in respect of the vote that shall
be required for a specific action, the vote of the holders of a majority of the
stock having voting power, present in person or represented by proxy duly
authorized by the stockholder and filed with the Secretary, shall decide any
question brought before the meeting, unless the question is one upon which, by
express provision of the statutes or of the Certificate of Incorporation or of
these Bylaws, a different vote is required, in which case the express provision
shall govern and control the decision of such question.  Directors shall be
elected by a plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote on the election of
Directors.  Each stockholder shall have one vote for each share of stock having
voting power registered in his name on the books of the Corporation, except as
otherwise provided in the Certificate of Incorporation.

2.5.  PROXIES.  At any meeting of the stockholders, every stockholder
having the right to vote shall be entitled to vote in person, or by proxy duly
authorized and bearing a date not more than three years prior to said meeting,
unless the proxy provides for a longer period.  Without limiting the manner in
which a stockholder may authorize another person or persons to act for him as
proxy, the stockholder may validly grant such authority by:

(a)   executing a writing to that effect, which execution may be
accomplished by the stockholder or his authorized officer, director,
employee or agent signing the writing or causing his signature to be
affixed to the writing by any reasonable means including, but not
limited to, by facsimile signature; or (b) transmitting or
authorizing the transmission of a telegram, cablegram, or other
means of electronic transmission to the person who will be the
holder of the proxy or to a proxy solicitation firm, proxy support
service organization or like agent duly authorized by the person who
will be the holder of the proxy to receive such transmission,
provided that any telegram, cablegram or other means of electronic
transmission must either set forth or be submitted with information
from which it can be determined that the telegram, cablegram or
other electronic transmission was authorized by the stockholder.  If
it is determined that any telegram, cablegram or other electronic
transmission submitted pursuant to clause (b) above is valid, the
inspectors shall specify the information upon which they relied.
Any copy, facsimile telecommunication or other reliable reproduction
of the writing or transmission created pursuant to the preceding
sentence may be substituted or used in lieu of the original writing
or transmission for any and all purposes for

-2-

which the original writing or transmission could be used, provided
that such copy, facsimile telecommunication or other reproduction
shall be a complete reproduction of the entire original writing or
transmission.

2.6.  LIST OF STOCKHOLDERS.  A complete list of the stockholders entitled
to vote at each meeting of stockholders, arranged in alphabetical order, with
the address of each as shown on the records of the Corporation, and the number
of voting shares registered in the name of each in the records of the
Corporation, shall be prepared by the Secretary and kept, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or if not so specified at the place where the
meeting is to be held for a period of at least ten (10) days prior to the
meeting.  During the ten (10) day period, during the usual business hours, and
during the meeting, the list shall be open to the examination of any
stockholder.

2.7.  SPECIAL MEETINGS.  Special meetings of stockholders, for any purpose
or purposes, unless otherwise prescribed by statute, may be called by the Chief
Executive Officer, and shall be called by the Chief Executive Officer or
Secretary at the request in writing of a majority of the members of the Board of
Directors.  Such request shall state the purpose or purposes of the proposed
meeting.

2.8.  NOTICE OF MEETINGS.  Written notice of each meeting of stockholders,
stating the date, time and place, and in the case of a special meeting the
object thereof, shall be mailed, postage prepaid, not less than ten (10) nor
more than sixty (60) days before the meeting, to each stockholder entitled to
vote thereat, at the address of the stockholder which appears on the books of
the Corporation.

2.9.  STOCKHOLDER NOMINATIONS AND PROPOSALS.

(a)   At any meeting of stockholders, no business shall be conducted
which has not been properly brought before the meeting.  To be
properly brought before a meeting, business must be (i) specified in
the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (ii) otherwise properly brought
before the meeting by or at the direction of the Board of Directors,
or (iii) otherwise properly brought before the meeting by a
stockholder.

(b)   For stockholder nominations and/or proposals to be properly
brought before a meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the
Corporation.  To be timely, a stockholder's notice must be delivered
to, or mailed and received at, the principal executive offices of
the Corporation not less than sixty (60) days nor more than ninety
(90) days prior to the anniversary date of the immediately preceding
annual meeting of stockholders; provided, however, that in the event
that the annual

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meeting is called for a date that is not within thirty (30) days
before or after such anniversary date, notice by the stockholder in
order to be timely must so be received not later than the close of
business on the tenth day following the day on which the notice of
the date of the meeting was mailed or public disclosure was made,
which ever first occurs.

(c)   In the case of stockholder nominations for election to the
Board of Directors, the notice shall set forth (i) the name, age,
business address and, if known, residence address of each nominee
proposed in the notice, (ii) the principal occupations or employment
of each nominee for the past five (5) years, (iii) the number of
shares of the Corporation which are beneficially owned by each
nominee, (iv) other directorships held by each nominee, (v) the
names of business entities of which each nominee owns a ten percent
(10%) or more beneficial interest and (vi) all other information
with respect to each nominee as is required by the Federal proxy
rules in effect at the time such notice is submitted.  In addition,
the notice shall be accompanied by a statement, over the signature
of each proposed nominee, that the nominee consents to being a
nominee and that if elected intends to serve as a Director, and
confirming the information with respect to him set forth in the
notice.

(d)   In the case of stockholder proposals, the notice shall set
forth (i) a brief description of the proposal or business desired to
be brought before the meeting and the reasons for conducting such
business at the meeting, (ii) the name, age, business and residence
address of the stockholder submitting the proposal, (iii) the
principal occupation or employment of such stockholder, (iv) the
number of shares of the Corporation which are beneficially owned by
such stockholder and (v) any material interest of the stockholder in
such proposal.  The Chairman of the Board of Directors shall, if the
facts warrant, determine and declare to the meeting that a proposal
was not properly brought before the meeting in accordance with the
provisions of this Section 2.9, and if he should so determine, and
any proposal not properly brought before the meeting shall not be
transacted.  Notwithstanding anything in  these Bylaws to the
contrary, no business shall be conducted at any meeting except in
accordance with the procedures set forth in this Section 2.9.

2.10. VOTING PROCEDURES AND INSPECTORS OF ELECTIONS.

(a)   The Corporation, by action of the Secretary, shall, in advance
of any meeting of stockholders, appoint one or more inspectors to
act at the meeting and make a written report thereof.  The
Corporation may designate one or more persons as alternate
inspectors to replace any inspector who fails to act.  If no
inspector or alternate is able to act at a meeting of stockholders,
the person presiding at the meeting shall appoint one or more
inspectors to act at the

-4-

meeting.  Each inspector, before entering upon the discharge of his
duties, shall take and sign an oath faithfully to execute the duties
of inspector with strict impartiality and according to the best of
his ability.

(b)   The inspectors shall (i) ascertain the number of shares
outstanding and the voting power of each, (ii) determine the shares
represented at a meeting and the validity of proxies and ballots,
(iii) count all votes and ballots, (iv) determine and retain for a
reasonable period a record of the disposition of any challenges made
to any determination by the inspectors, and (v) certify their
determination of the number of shares represented at the meeting,
and their count of all votes and ballots.  The inspectors may
appoint or retain other persons or entities to assist the inspectors
in the performance of the duties of the inspectors.

(c)   The date and time of the opening and the closing of the polls
for each matter upon which the stockholders will vote at a meeting
shall be announced at the meeting.  No ballot, proxies or votes, nor
any revocations thereof or changes thereto, shall be accepted by the
inspectors after the closing of the polls unless the Court of
Chancery upon application by a stockholder shall determine
otherwise.

(d)   In determining the validity and counting of proxies and
ballots, the inspectors shall be limited to an examination of the
proxies, any envelopes submitted with those proxies, any information
provided in accordance with clause (b) of Section 2.5 of these
Bylaws, ballots and the regular books and records of the
Corporation, except that the inspectors may consider other reliable
information for the limited purpose of reconciling proxies and
ballots submitted by or on behalf of banks, brokers, their nominees
or similar persons which represent more votes than the holder of a
proxy is authorized by the record owner to cast or more votes than
the stockholder holds of record.  If the inspectors consider other
reliable information for the limited purpose permitted herein, the
inspectors at the time they make their certification pursuant to
subsection (b)(v) of this Section shall specify the specific
information considered by them including the person or persons from
whom they obtained the information, when the information was
obtained, the means by which the information was obtained and the
basis for the inspectors' belief that the information is accurate
and reliable.

ARTICLE III - THE BOARD OF DIRECTORS

3.1.  POWERS, NUMBER AND CLASSIFICATION OF DIRECTORS.  The business and
affairs of the Corporation shall be managed by or under the direction of the
Board of Directors, which may exercise all such powers of the Corporation and do
all such acts and things as are not prohibited

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by the General Corporation Law of the State of Delaware nor by the Certificate
of Incorporation nor by these Bylaws directed or required to be exercised or
done by the stockholders.  The number of Directors of the Corporation shall not
be less than five (5) or more than fifteen (15) and such number may be fixed
from time to time by a majority vote of the Directors then in office.  The Board
of Directors shall be divided into three classes as nearly equal in number as
may be, with the term of office of one class expiring each year.  When the
number of Directors is changed, any increase or decrease in directorships shall
be apportioned among the classes at the next annual meeting of stockholders so
as to make all classes as nearly equal in number as possible.  Subject to the
foregoing, at each annual meeting of stockholders the successors to the class of
Directors whose term shall then expire shall be elected to hold office for a
term expiring at the third succeeding annual meeting, and each Director shall be
elected to serve until his successor shall be elected and shall qualify.

3.2.  VACANCIES.  If the office of any Director or Directors becomes
vacant by reason of death, resignation, retirement, disqualification, removal
from office, creation of a new directorship, or otherwise, a majority of the
remaining Directors, though less than a quorum, shall choose a successor or
successors, or a Director to fill the newly created directorship.  In no event
shall the shareholders have the right to fill such vacancies.

3.3.  PLACE OF MEETINGS.  The Directors may hold their meetings either
outside of Delaware or at the office of the Corporation in the City of Kenosha,
State of Wisconsin, or at such other places as they may from time to time
determine.

3.4.  REGULAR MEETINGS.  There shall be five (5) regular meetings of the
Board of Directors in each  year, the first to be held, without other notice
than this Bylaw, immediately following and at the same place as the annual
meeting of stockholders.  Subsequent regular meetings of the Board of Directors
shall be held on the fourth Fridays of June, August, October, January and on the
date of the annual meeting of stockholders, or at such other times as are
prescribed by the Board of Directors.  Notice of additional regular meetings,
unless waived, shall be given by mail, telegram, telecopier, telex, telephone or
in person to each Director, at his address as the same may appear on the records
of the Corporation, or in the absence of such address, at his residence or usual
place of business, at least three (3) days before the day on which the meeting
is to be held.

3.5.  SPECIAL MEETINGS.  Special meetings of the Board of Directors may
be held any time on the call of the Chief Executive Officer or at the request in
writing of a majority of the members of the Board of Directors then in office.
Notice of each special meeting, unless waived, shall be given by mail, telegram,
telecopier, telex, telephone or in person to each Director at his address as the
same appears on the records of the Corporation not less than one day prior to
the day on which the meeting is to be held if the notice is by telegram,
telecopier, telex, telephone or in person, and not less than two days prior to
the day on which the meeting

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is to be held if the notice is by mail; provided, however, that for purposes of
dealing with an emergency situation, as conclusively determined by the Officer
or Directors calling the meeting, notice may be given not less than two hours
prior to the meeting.  Notice of any special meeting need not state the purpose
thereof.  If the Secretary shall fail or refuse to give such notice, then the
notice may be given by the Officer or any one of the Directors making the call.
Attendance at any meeting of the Board of Directors shall constitute waiver of
notice thereof unless the Director attends the meeting for the express purpose
of objecting, and the Director objects at the beginning of the meeting, to the
transaction of any business because the meeting was not lawfully called or
convened.

3.6.  QUORUM; VOTING.  At all meetings of the Board, a majority of the
total number of Directors then fixed pursuant to Section 3.1 of these Bylaws
shall be necessary and sufficient to constitute a quorum for the transaction of
business, and the act of a majority of the Directors present at any meeting at
which there is a quorum shall be the act of the Board of Directors, except as
may be otherwise specifically provided by statute or by the Certificate of
Incorporation or by these Bylaws.  In the absence of a quorum, a majority of the
Directors present may adjourn the meeting from time to time until a quorum shall
be present.  Notice of any adjourned meeting need not be given, except that
notice shall be given to all Directors if the adjournment is for more than
thirty (30) days.

3.7.  QUORUM DURING EMERGENCY.  During any emergency period following a
national catastrophe, due to enemy attack, a majority of the surviving members
of the Board, but in any case not less than five, who have not been rendered
incapable of acting due to physical or mental incapacity or due to the
difficulty of transportation to the place of the meeting shall constitute a
quorum for the purpose of filling vacancies in the Board of Directors and among
the elected and appointed Officers of the Corporation.

3.8.  INFORMAL ACTION.  Any action required or permitted to be taken at
any meeting of the Board of Directors or any Committee thereof may be taken
without a meeting, if a written consent to such action is signed by all members
of the Board or of such Committee, as the case may be, and such written consent
is filed with the minutes of proceedings of the Board or Committee.

3.9.  MEETING BY TELEPHONE.  Members of the Board of Directors, or any
Committee designated by the Board, may participate in a meeting of the Board or
Committee by means of conference telephone or similar communications equipment
by means of which all persons participating in the meeting can hear each other,
and participation in a meeting pursuant to this section shall constitute
presence in person at the meeting.

3.10. COMPENSATION.  Directors, as such, may receive compensation for
their services and/or such fixed sums and expenses of attendance for attendance
at each regular or special meeting of the Board of Directors as may be
established by resolution of the Board; provided that nothing herein contained
shall be construed to preclude any Director from serving the

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Corporation in any other capacity and receiving compensation therefor.  Members
of Committees may be allowed like compensation for attending Committee meetings.
The Board Affairs and Nominating Committee shall annually recommend to the Board
of Directors the appropriate compensation for the members of the Board of
Directors.

3.11. COMMITTEES.  Based upon the recommendations of the Board Affairs
and Nominating Committee, the Board of Directors may, by resolution or
resolutions passed by a majority of the total number of Directors then fixed
pursuant to Section 3.1 of these  Bylaws, designate one or more Committees, each
Committee to consist of one or more of the Directors of the Corporation, which
Committees, to the extent provided in said resolution or resolutions, shall have
and may exercise the powers of the Board of Directors in the management of the
business and affairs of the Corporation between meetings of the Board of
Directors.  The members and the Chairman of each Committee shall be appointed,
and may be removed at any time, by resolution adopted by a majority of the total
number of Directors then fixed pursuant to Section 3.1 of these Bylaws.  No such
Committee shall have the power or authority to authorize amending the
Certificate of Incorporation, adopt an agreement of merger or consolidation,
recommend to the stockholders the sale, lease or exchange of all or
substantially all of the Corporation's property and assets, recommend to the
stockholders a dissolution of the Corporation or a revocation of a dissolution,
or amend the Bylaws of the Corporation; and, unless the resolution, Bylaws, or
Certificate of Incorporation expressly so provide, no Committee shall have the
power or authority to declare a dividend or to authorize the issuance of stock.
Such Committee or Committees shall have such name or names as may be determined
from time to time by resolution adopted by the Board of Directors.  Each
Committee shall keep minutes of its proceedings, and shall report to the Board
of Directors when required by the Board.

ARTICLE IV - OFFICERS

4.1.  ELECTION AND REMOVAL OF CHAIRMAN OF THE BOARD OF DIRECTORS.  At
the regular meeting of the Directors held after the annual stockholders' meeting
in each year, one of the Directors shall be elected to be the Chairman of the
Board of Directors, which person may be removed from this position at any time
by a majority vote of the total number of Directors then fixed pursuant to
Section 3.1 of these Bylaws whenever in their judgment the best interests of the
Corporation will be served by such action.

4.2.  DUTIES OF THE CHAIRMAN OF THE BOARD OF DIRECTORS.  The Chairman of
the Board of Directors shall preside at all meetings of the stockholders and of
the Directors.  If he is also the Chief Executive Officer, he shall carry out
those duties as designated herein.  If he is not the Chief Executive Officer, he
shall have no authority for the management and control of the business and
affairs of the Corporation other than in his capacity as a Director.

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4.3.  OFFICERS.  As contained within these Bylaws, except as otherwise
provided for, all references to "Officers" shall apply to both Elected and
Appointed Officers.  The Elected Officers of the Corporation shall be a
President, a Chief Executive Officer, a Chief Operating Officer, one or more
Senior or Executive Vice Presidents, a Secretary, a Treasurer, a Controller, a
Chief Financial Officer, a Vice President - Information Services and a Vice
President - Human Resources.  These Officers, and any other Officers which the
Directors deem should be elected, shall be elected by the Directors at the
regular meeting of the Board held after the annual stockholders' meeting in each
year and at such other times as new elected offices are created by the Chief
Executive Officer or vacancies in such elected offices must be filled.  All
other Officers of the Corporation shall be appointed by the Chief Executive
Officer, as such appointed offices are deemed necessary by the Chief Executive
Officer.  Any two or more offices may be held by the same person.

4.4.  REMOVAL.  Any Officer elected by the Directors may be removed from
office at any time by a majority vote of the total number of Directors then
fixed pursuant to Section 3.1 of these Bylaws whenever in their judgment the
best interests of the Corporation will be served by such action.  Any appointed
Officer may be removed at any time by the Chief Executive Officer.

4.5.  DESIGNATION OF CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER.
The Directors may, but need not, designate the Chairman of the Board of
Directors as the Chief Executive Officer.  The Directors shall designate the
President as either the Chief Executive Officer or the Chief Operating Officer.
The Directors may, but need not, designate an Executive Vice President as the
Chief Operating Officer.  These designations of duties may be changed at any
time by a majority vote of the total number of Directors then fixed pursuant to
Section 3.1 of these Bylaws whenever in their judgment the best interests of the
Corporation will be served by such action.

4.6.  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer shall manage
and control the overall business and affairs of the Corporation and ensure that
the orders and resolutions of the Directors are carried into effect.  He shall
have the authority to represent and act for the Corporation, to sign documents
binding the Corporation in all matters except those reserved to the Directors,
to authorize other Officers designated by him to represent, act and sign for the
Corporation and to assign to the other Officers the authority for the management
and control of such business and affairs of the Corporation as he may designate.
If the Chief Executive Officer is not a member of the Board of Directors, he
shall be, EX OFFICIO, a member of all Committees of the Board of Directors not
exercising powers of the Board other than the Audit Committee and Organization &
Executive Compensation Committee and shall have all the same rights and duties,
except the right to vote, as have all members of the Committee.  If he is a
Director he shall be, EX OFFICIO, a member of all Committees of the Board of
Directors exercising powers of the Board other than the Audit Committee and
Organization & Executive Compensation Committee, and shall have all the same
rights and duties, including the right to vote, as have all members of the
Committees.  The Chief Executive Officer may review pertinent director

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compensation survey data and report these results to the Board Affairs and
Nominating Committee.

4.7.  CHIEF OPERATING OFFICER.  The Chief Operating Officer shall have
authority for the management and control of such business and affairs of the
Corporation as shall be assigned by the Chief Executive Officer or the Board of
Directors.  In the event of the absence or disability of the Chief Executive
Officer, he shall perform those duties as designated herein of the Chief
Executive Officer.

4.8.  PRESIDENT.  The President shall perform the duties as designated
herein of the Chief Executive Officer or the Chief Operating Officer.  In the
absence of the Chairman of the Board of Directors he shall preside at all
meetings of the stockholders and the Directors.

4.9.  EXECUTIVE VICE PRESIDENTS.  Executive Vice Presidents shall have
authority for the management and control of such business and affairs of the
Corporation as shall be assigned by the Chief Executive Officer or the Board of
Directors.  If an Executive Vice President is the appointed Chief Operating
Officer, he shall perform those duties as designated herein.  In the absence or
disability of the Chief Executive Officer and of the Chief Operating Officer, an
Executive Vice President designated by the Chief Executive Officer or the Board
of Directors shall perform the duties as designated herein of the Chief
Executive Officer.

4.10. SENIOR VICE PRESIDENTS.  Senior Vice Presidents shall have authority
for the management and control of such business and affairs of the Corporation
as shall be assigned by the Chief Executive Officer or the Board of Directors.
In the event that there is no individual currently holding such office of the
Chief Executive Officer, of the Chief Operating Officer, or of the Executive
Vice President, or in the event that such individual is absent or disabled, a
Senior Vice President designated by the Chief Executive Officer or the Board of
Directors shall perform the duties as designated herein of the Chief Executive
Officer.

4.12. CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall be an
Elected Officer and shall have the authority for the management and control of
such business and affairs as shall be assigned by the Chief Executive Officer or
the Board of Directors.

4.13. ELECTED VICE PRESIDENTS.  The Elected Vice Presidents shall have
authority for the management and control of such business and affairs of the
Corporation as shall be assigned by the Chief Executive Officer or the Board of
Directors.

4.14. APPOINTED OFFICERS.  Appointed Officers shall have authority for
the management and control of such business and affairs of the Corporation as
shall be assigned by the Chief Executive Officer.

4.15. SECRETARY.  The Secretary shall attend all sessions of the Board
and all meetings of the stockholders and record all votes and the minutes of all
proceedings in a book  to be kept

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for that purpose; and shall perform like duties for the standing Committees when
required.  The Secretary shall give, or cause to be given, notice of all
meetings of the stockholders and of the Board of Directors, and shall perform
such other duties as from time to time may be prescribed by the Board of
Directors or the Chief Executive Officer of the Corporation.  The Secretary
shall keep in safe custody the Seal of the Corporation, and when authorized by
the Board, affix it to any instrument requiring it.

4.16. TREASURER.  The Treasurer shall:

(a)   have the custody of the corporate funds and securities and
shall keep or cause to be kept full and accurate accounts of the
financial affairs of the Corporation;

(b)   deposit or cause to be deposited all moneys and other valuable
effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors;

(c)   disburse or cause to be disbursed the funds of the Corporation
as may be ordered by the Board of Directors;

(d)   render to the Chief Executive Officer and Directors, at the
regular meetings of the Board or whenever they may require it, an
account of all his transactions as Treasurer and of the financial
condition of the Corporation;

(e)   give the Corporation a bond, if required by the Board of
Directors, in a sum and with one or more sureties satisfactory to
the Board, for the faithful performance of the duties of his office;
and

(f)   perform all the duties incident to the office of Treasurer and
such other duties as from time to time may be prescribed by the
Board of Directors or by the Chief Executive Officer of the
Corporation.

4.17. CONTROLLER.  The Controller shall maintain proper audit control
over the operations of the Corporation and be generally responsible for the
accounting system employed by the Corporation and the accounting practices
adopted by the various departments; he shall direct the budgetary control,
general accounting, cost accounting and statistical activities of the
Corporation; and he shall supervise activities in connection with credits and
collections, taxes and physical inventories.  The Controller shall prepare and
furnish such reports and statements showing the financial condition of the
Corporation as shall be required of him by the Chief Executive Officer or the
Board of Directors, and shall perform such other duties as the Chief Executive
Officer or the Board of Directors shall prescribe.

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4.18. DELEGATION OF DUTIES.  In the case of the absence, incapacity, or
inability to serve of any Elected Officer of the Corporation, the Board may
delegate, for so long as may be necessary, the powers or duties, or any of them,
of the Elected Officer to any other Elected Officer, or to any Director provided
a majority of the total number of Directors then fixed pursuant to Section 3.1
of these Bylaws concurs therein.  In the case of the absence, incapacity, or
inability to serve of any Appointed Officers of the Corporation, the Chief
Executive Officer may delegate, for so long as may be necessary, the powers or
duties, or any of them, of that appointed Officer to any Elected or Appointed
Officer.

4.19. COMPENSATION.  The compensation, if any, of the Chairman of the
Board of Directors, the President, the Chief Executive Officer and the Chief
Operating Officer shall be fixed by the Directors after reviewing the
recommendations of the Organization and Executive Compensation Committee.  The
compensation of all other Officers shall be fixed by Organization and Executive
Compensation Committee in consultation with the Chief Executive Officer.

4.20. BONDS.  If the Board of Directors or the Chief Executive Officer
shall so require, any Officer or agent of the Corporation shall give bond to the
Corporation in such amount and with such surety as the Board of Directors or the
Chief Executive Officer, as the case may be, may deem sufficient, conditioned
upon the faithful performance of their respective duties and offices.

ARTICLE V - CERTIFICATES OF STOCK AND THEIR TRANSFER

5.1.  REGULATION.  Subject to the terms of any contract of the
Corporation, the Board of Directors may make such rules and regulations as it
may deem expedient concerning the issue, transfer and registration of
certificates for shares of stock of the Corporation, including the issuance of
new certificates for lost or destroyed certificates, and including the
appointment of transfer agents and registrars.

5.2.  FORM OF CERTIFICATES.  The certificates of stock of the Corporation
shall be numbered and shall be entered in the books of the Corporation as they
are issued.  They shall exhibit the holder's name and number of shares and shall
be signed by the Chairman of the Board, the President or an Elected or Appointed
Vice President, and the Treasurer, or the Secretary.  If the Corporation has a
transfer agent or an assistant transfer agent or a transfer clerk acting on its
behalf and a registrar, the signature of any officer may be facsimile. Facsimile
signatures may be of the Officers of the Corporation designated above who are
Officers at the time of the issuance of the certificates or who were such at the
time of the printing or engraving of the certificates whether or not the person
has continued to hold that office.  The designations, preferences and relative
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations, or restrictions of the

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preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the Corporation shall issue to represent the
class or series of stock, provided that, except as provided to the contrary by
the General Corporation Law of the State of Delaware, in lieu of the foregoing
requirements there may be set forth on the certificate a statement that the
Corporation will furnish without charge to each stockholder who so requests the
preferences and rights and qualifications, limitations or restrictions.

5.3.  TRANSFER OF CERTIFICATES.  Shares of the capital stock of the
Corporation shall be transferable on the books of the Corporation by the holder
thereof in person or by his duly authorized attorney, upon the surrender or
cancellation of a certificate or certificates for a like number of shares.  As
against the Corporation, a transfer of shares can be made only on the books of
the Corporation and in the  manner hereinabove provided, and the Corporation
shall be entitled to treat the registered holder of any share as the owner
thereof and shall not be bound to recognize any equitable or other claim to or
interest in such share on the part of any other person, whether or not it shall
have express or other notice thereof, save expressly provided by the statutes of
the State of Delaware.

5.4.  RECORD DATE.

(a)   If no record date is fixed pursuant to Section 5.6 of these
Bylaws, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice
is given, or, if notice is waived, at the close of business on the
day next preceding the day on which the meeting is held.  A
determination of stockholders of record entitled to notice of or to
vote at a meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix
a new record date for the adjourned meeting.

(b)   In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a
meeting, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the
record date is adopted by the Board of Directors, and which date
shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of
Directors.  Any stockholder of record seeking to have the
stockholders authorize or take corporate action by written consent
shall, by written notice to the Secretary, request the Board of
Directors to fix a record date.  The Board of Directors shall
promptly, but in all events within ten (10) days after the date on
which such a request is received, adopt a resolution fixing the
record date.  If no record date has been fixed by the Board of
Directors within ten (10) days of the date on which such a request
is received, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting, when no
prior action by

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the Board of Directors is required by applicable law, shall be the
first date thereafter on which a signed written consent setting
forth the action taken or proposed to be taken is delivered to the
Corporation by delivery to its registered office in the State of
Delaware, its principal place of business, or an officer or agent of
the Corporation having custody of the book in which proceedings of
stockholders meetings are recorded, to the attention of the
Secretary of the Corporation.  Delivery shall be by hand or by
certified or registered mail, return receipt requested.  If no
record date has been fixed by the Board of Directors and prior
action by the Board of Directors is required by applicable law, the
record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close
of business on the date on which the Board of Directors adopts the
resolution taking such prior action.

5.5.  LOST OR DESTROYED CERTIFICATES.  Any person claiming a certificate
of stock to be lost or destroyed shall make an affidavit or affirmation of that
fact and advertise the same in such manner as the Board of Directors may
require, and the Board of Directors may, in its discretion, require the owner of
the lost or destroyed certificate or his legal representative to give the
Corporation a bond, in such sum as it may direct, not exceeding double the value
of the stock, to indemnify the Corporation against any claim that may be made
against it on account of the alleged loss of any such certificate; a new
certificate of the same tenor and for the same number of shares as the one
alleged to be lost or destroyed may be issued without requiring any bond when,
in the judgment of the Directors, it is proper to do so.

5.6.  STOCK TRANSFER BOOKS; RECORD DATE.  The Board of Directors shall
have power to close the stock transfer books of the Corporation for a period not
exceeding sixty (60) days preceding the date of any meeting of stockholders or
the date for payment of any dividend or the date for the allotment of rights or
the date when any change or conversion or exchange of capital stock shall go
into effect provided, however, that in lieu of closing the stock transfer books
as aforesaid the Board of Directors may by resolution fix a date, not preceding
the date of the resolution, not more than sixty (60) nor less than ten (10) days
preceding the date of any meeting of stockholders or not more than sixty (60)
days preceding the date for the payment of any dividend, or the date for the
allotment of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, as a record date for the determination of
the stockholders entitled to notice of, and to vote at, any such meeting, or
entitled to receive payment of any such dividend, or to any such allotment of
rights, or to exercise the rights in respect of any such change, conversion or
exchange of capital stock, and in such case such stockholders of record on the
date so fixed shall be entitled to such notice of, and to vote at such meeting,
or to receive payment of such dividend, or to receive such allotment of rights,
or to exercise such rights, as the case may be, notwithstanding any transfer of
any stock on the books of the Corporation after any such record date fixed as
aforesaid.

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5.7.  CONSENT OF STOCKHOLDERS IN LIEU OF MEETING.  In the event of the
delivery to the Corporation of a written consent or consents purporting to
authorize or take corporate action and/or related revocations (each such written
consent and any revocation thereof is referred to in this Section 5.7 as a
"Consent"), the Secretary of the Corporation shall provide for the safekeeping
of such Consents and shall as soon as practicable thereafter conduct such
reasonable investigation as he or she deems necessary or appropriate for the
purpose of ascertaining the validity of such Consents and all matters incident
thereto, including, without limitation, whether the holders of shares having the
requisite voting power to authorize or take the action specified in the Consents
have given consent; provided, however, that if the corporate action to which the
Consents relate is the removal or election of one or more members of the Board
of Directors, the Secretary of the Corporation shall designate an independent,
qualified inspector with respect to such Consents and such inspector shall
discharge the functions of the Secretary of the Corporation under this Section
5.7.  If after such investigation the Secretary or the inspector (as the case
may be) shall determine that any action purportedly taken by such Consents has
been validly taken, that fact shall be certified on the records of the
Corporation kept for the purpose of recording the proceedings of meetings of the
stockholders and the Consents shall be filed with such records.  In conducting
the investigation required by this Section 5.7, the Secretary or the inspector
may, at the expense of the Corporation, retain to assist them special legal
counsel and any other necessary or appropriate professional advisors, and such
other personnel as they may deem necessary or appropriate.

ARTICLE VI - BOOKS AND ACCOUNTS

6.1.  LOCATION.  The books, accounts, and records of the Corporation may
be kept at such place or places within or without the State of Delaware as the
Board of Directors may from time to time determine.

6.2.  INSPECTION.  The books, accounts, and records of the Corporation
shall be open to inspection by any member of the Board of Directors during usual
business hours for any purpose reasonably related to the Director's position as
a Director; and open to inspection by the stockholders at such times, and
subject to such regulations, as the Board of Directors may prescribe, except as
otherwise provided by statute.

ARTICLE VII - CHECKS, NOTES, CONTRACTS, ETC.

7.1.  CHECKS; NOTES.  All checks or demands for money and notes of the
Corporation shall be signed by such Officer or Officers or such other person or
persons as the Board of Directors may from time to time designate.

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7.2.  EXECUTION OF CORPORATE CONTRACTS.  Except as otherwise provided by
the Board of Directors or the Executive Committee, all contracts of the
corporation shall be executed on its behalf by the President, an Elected or
Appointed Vice President or such other person or persons as the President or
Vice President may from time to time authorize so to do.  Whenever the Board of
Directors or the Executive Committee shall provide that any contract be executed
or any other act be done in any other manner and by any other officer or agent
than as specified in the Bylaws, such method or execution or action shall be as
equally effective to bind the Corporation as if specified herein.

ARTICLE VIII - MISCELLANEOUS

8.1.  FISCAL YEAR.  The fiscal year shall end on the Saturday nearest
December 31.

8.2.  CORPORATE SEAL.  The Corporate Seal shall have inscribed thereon
the name of the Corporation, and the words "Corporate Seal, Delaware."  Said
Seal may be used by causing it or a facsimile thereof to be impressed or affixed
or reproduced or otherwise.

8.3.  NOTICE.  Any notice required to be given under the provisions of
these Bylaws to any Director, Officer or stockholder may be given in writing, by
depositing the same in the United States mail, postage pre-paid, addressed to
the stockholder, Officer or Director at his or her address appearing on the
books of the Corporation, and the notice shall be deemed to be given at the time
when so mailed; provided that no notice need be given to any stockholder to whom
(i) notice of two consecutive annual meetings, and all notices of meetings or of
the taking of action by written consent without a meeting to such person during
the period between the two (2) consecutive annual meetings, or (ii) all, and at
least two, payments (if sent by first class mail) of dividends during a twelve
(12) month period, have been mailed addressed to such stockholder at his address
as shown on the records of the Corporation and have been returned undeliverable.

8.4.  WAIVER OF NOTICE.  Any stockholder, Director or Officer may waive
any notice required to be given under these Bylaws, in writing signed by the
person entitled to notice, either before or after the meeting.

8.5.  VOTING OF STOCK IN OTHER CORPORATIONS.  Any shares of stock in any
other corporation which may from time to time be held by this Corporation may be
represented and voted at any meeting of shareholders of such corporation by the
Chief Executive Officer or an Elected or Appointed Vice President, or by any
other person or persons thereunto authorized by the Board of Directors, or by
any proxy designated by written instrument of appointment executed in the name
of this Corporation by its Chief Executive Officer or an Elected or Appointed
Vice President.  Shares of stock belonging to the Corporation need not stand in
the name of the Corporation, but may be held for the benefit of the Corporation
in the individual

-16-

name of the Treasurer or of any other nominee designated for the purpose by the
Board of Directors.  Certificates for shares so held for the benefit of the
Corporation shall be endorsed in blank or have proper stock powers attached so
that said certificates are at all times in due form for transfer, and shall be
held for safekeeping in such manner as shall be determined from time to time by
the Board of Directors.

ARTICLE IX - INDEMNIFICATION

9.1.  ELIGIBILITY; EXPENSES.  Each director and officer of the Corporation
(collectively, the "Indemnitees") who was or is a party or is threatened to be
made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative (hereinafter a "proceeding"), by
reason of the fact that he, or a person of whom he is the legal representative,
is or was a Director or Officer of the Corporation or is or was serving at the
request of the Corporation as a Director, Officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, shall be indemnified
and held harmless by the Corporation to the fullest extent permitted by the laws
of Delaware against all costs, charges, expenses, liabilities and losses
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such Indemnitees in connection therewith.  The right to indemnification
conferred in this Section shall be a contract right.  Each Indemnitee shall have
the right to be paid by the Corporation the expenses incurred in defending any
such proceeding, except the amount of any settlement, in advance of such
proceeding's final disposition upon receipt by the Corporation of an
undertaking, by or on behalf of such Indemnitee, to repay all amounts so
advanced if it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified under this Section or otherwise.  The Corporation
may, by action of its Board of Directors, indemnify and hold harmless employees
and agents of the Corporation to the fullest extent permitted by the laws of
Delaware against all costs, charges, expenses, liabilities and losses (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such
employees and agents in connection therewith.  The Corporation may pay expenses
of any employee or agent of the Corporation incurred in defending any such
proceeding, except the amount of any settlement, in advance of such proceeding's
final disposition upon such terms and conditions, if any, as the Board of
Directors of the Corporation deems appropriate.

9.2.  SUIT TO COLLECT.  If a claim under Section 9.1 above is not paid
in full by the Corporation within thirty (30) days after a written claim has
been received by the Corporation, the claimant may at any time thereafter bring
suit against the Corporation to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant shall also be entitled to be paid
the expense of prosecuting such claim.  It shall be a defense to any action
(other than an action brought to enforce a claim for expenses incurred in
defending any proceeding in

-17-

advance of its final disposition where the required undertaking has been
tendered to the Corporation) that the claimant has failed to meet a standard of
conduct which makes it permissible under Delaware law for the Corporation to
indemnify the claimant for the amount claimed.  Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) to have made a determination prior to the commencement of such
action that indemnification of the claimant is permissible in the circumstances
because he has met such standard of conduct, nor an actual determination by the
Corporation (including its Board of Directors, independent legal counsel, or its
stockholders) that the claimant has not met such standard of conduct, nor the
termination of any proceeding by judgment, order, settlement, conviction or upon
a plea of nolo contendere or its equivalent, shall be a defense to the action or
create a presumption that the claimant has failed to meet the required standard
of conduct.

9.3.  NONEXCLUSIVITY OF RIGHTS.  The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its final
disposition conferred in these Bylaws shall not be exclusive of any other right
which any person may have or hereafter acquire under any statute, provision of
the Certificate of Incorporation, Bylaw, agreement, vote of stockholders or
disinterested Directors or otherwise.

9.4.  INSURANCE.  The Corporation may maintain insurance, at its expense,
to protect itself and any Director, Officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under Delaware law.

9.5.  EXPENSES AS A WITNESS.  To the extent that any Director, Officer,
employee or agent of the Corporation is by reason of such position, or a
position with another entity at the request of the Corporation, a witness in any
proceeding, he shall be indemnified against all costs and expenses actually and
reasonably incurred by him or on his behalf in connection therewith.

9.6.  INDEMNITY AGREEMENTS.  The Corporation may enter into indemnity
agreements with the persons who are members of its Board of Directors from time
to time, and with such Officers, employees and agents as the Board may
designate, providing in substance that the Corporation shall indemnify such
persons to the fullest extent permitted by Delaware law.

9.7.  CONTINUATION OF RIGHTS.  The indemnification and advancement of
expenses provided by this Article IX shall continue as to a person who has
ceased to be a Director, Officer, employee or agent of the Corporation and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

9.8.  AMENDMENT.  Any amendment, repeal or modification of any provision
of this Article IX by the stockholders or the Directors of the Corporation shall
not adversely affect any right or protection of a Director or Officer of the
Corporation existing at the time of such amendment, repeal or modification.

-18-

ARTICLE X - AMENDMENT OF BYLAWS

10.1. AMENDMENT.  The Board of Directors, by affirmative vote of a
majority of the total number of Directors then fixed pursuant to Section 3.1 of
these Bylaws, may adopt, amend, or repeal these Bylaws at any meeting, subject
to the provisions of Article Seventh of the Certificate of Incorporation.
Subject to the provisions of Article Seventh of the Certificate of
Incorporation, these Bylaws may also be amended or repealed, and new Bylaws
adopted, by the stockholders; provided, however, that any amendment or repeal of
Section 2.7, Section 2.9 or Section 3.2 hereof may be made only by vote of at
least seventy-five percent (75%) of the issued and outstanding common stock of
the Corporation of the shares entitled to vote thereon at any annual meeting or
special meeting of stockholders, and only if notice of the proposed amendment or
repeal is contained in the notice of the meeting.

-19-

EXHIBIT 5

[GRIPPO & ELDEN LETTERHEAD]

September 23, 1994

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

Re:  Snap-on Incorporated
Registration Statement on Form S-3
----------------------------------
Gentlemen:

As counsel to Snap-on Incorporated, a Delaware corporation (the
"Company"), we are familiar with the corporate proceedings of the Company
relating to, and have participated in the preparation and the filing by the
Company of a Registration Statement on Form S-3 (the "Registration Statement")
in connection with, the registration under the Securities Act of 1933, as
amended (the "Securities Act"), of $300,000,000 aggregate public offering price
of (i) its unsecured debt securities consisting of notes, debentures and/or
other unsecured evidences of indebtedness (the "Debt Securities"), (ii) warrants
to purchase Debt Securities (the "Debt Warrants"), (iii) shares of its preferred
stock, par value $1.00 per share (the "Preferred Stock"), (iv) warrants to
purchase Preferred Stock (the "Preferred Warrants") and (v) warrants to receive
from the Company the cash value in U.S. dollars of the right to purchase or to
sell such foreign currency or currency units as shall be designated by the
Company at the time of the offering ("Currency Warrants").  The Debt Securities,
Debt Warrants, Preferred Stock, Preferred Warrants, and Currency Warrants are
collectively referred to herein as the "Securities."  The Debt Securities will
be issued under an Indenture (the "Indenture") between the Company and Firstar
Trust Company, as Trustee.  The Debt Warrants, Preferred Warrants and Currency
Warrants (collectively, the "Warrants") will be issued under warrant agreements
("Warrant Agreements") between the Company and a bank or trust company, as
warrant agent.

This opinion is being delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act.

We advise you that in our opinion:

A.   The Company is a corporation duly organized and validly existing
under and by virtue of the laws of the State of Delaware, and has adequate
corporate powers to own and operate its property and to transact the
business in which it is engaged.

Page 2

B.   The Indenture has been duly authorized by the Company and,
assuming due authorization by the Trustee and the execution and delivery of
the Indenture by the Company and the Trustee, the Indenture will constitute
a legal, valid and binding obligation of the Company enforceable against
the Company in accordance with its terms.

C.   When the Registration Statement on Form S-3 relating to the
Securities has become effective:

1.   The Debt Securities will be duly authorized, legal, valid
and binding obligations of the Company, enforceable against the
Company in accordance with their terms and entitled to all of the
benefits of the Indenture, when (a) the Indenture has been executed
and delivered, and (b) the Debt Securities have been issued, sold and
delivered in conformity with the provisions of the Indenture and in
the manner and for the consideration stated in the Registration
Statement, any amendment thereto, the Prospectus and any Prospectus
Supplement relating thereto.

2.   The Preferred Stock will be duly authorized and validly
issued, fully paid and non-assessable when (a) the terms of any
particular series of Preferred Stock have been duly approved and
established in accordance with the resolutions of the board of
directors of the Company, (b) the Certificate of Designation setting
forth the terms of the series of Preferred Stock has been filed with
and accepted for recording by the State of Delaware and (c) the
Preferred Stock has been issued, sold and delivered in the manner and
for the consideration stated in the Registration Statement, any
amendment thereto, the Prospectus and any Prospectus Supplement
relating thereto.

3.   The Warrants will be duly authorized, legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their terms, when (a) the applicable Warrant Agreement
has been executed and delivered and (b) the Warrants have been issued,
sold and delivered in conformity with the provisions of such Warrant
Agreement and in the manner and for the consideration stated in the
Registration Statement, any amendment thereto, the Prospectus and any
Prospectus Supplement relating thereto.

Page 3

The opinions set forth above are subject to the qualifications that
(a) enforcement of the Company's obligations under the Indenture and the Debt
Securities, and the Warrant Agreements and the Warrants, may be subject to
(i) bankruptcy, insolvency, reorganization, moratorium or other similar laws
(including, without limitation, all laws relating to fraudulent transfers) now
or hereafter in effect relating to or affecting creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforcement is
sought in a proceeding at law or in equity), and (b) the remedy of specific
performance and injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought.

We express no opinion as to matters of law in jurisdictions other than
the State of Illinois, the federal law of the United States, and the corporate
law of the State of Delaware.

We hereby consent to the filing of this opinion with the Securities
and Exchange Commission as Exhibit 5 to the Registration Statement and to the
use of our name as counsel for the Company in the Registration Statement, the
Prospectus, any Prospectus Supplement, and in any amendment or supplement
thereto.  In giving such consent, however, we do not consider that we are
"experts" within the meaning of such term as used in the Securities Act or the
rules and regulations thereunder, with respect to any part of the Registration
Statement.

Very truly yours,

Grippo & Elden

TWG/llr

EXHIBIT 12

RATIOS OF EARNINGS TO FIXED CHARGES
SEPTEMBER 1994

SIX MONTHS ENDED                              FISCAL YEARS
----------------------------   -----------------------------------------------------
JULY 2, 1994  JULY 3, 1993        1993       1992       1991       1990       1989
------------  ------------        ----       ----       ----       ----       ----

EARNINGS:
- ---------------------------------

INCOME FROM CONTINUING OPERATIONS                   82,315         67,689        146,933    115,675    123,867    163,065    166,885

PLUS:  INTEREST EXPENSE                              6,067          5,385         11,198      5,969      5,250      6,762      3,298
--------       --------       --------   --------   --------   --------   --------
TOTAL EARNINGS                        88,382         73,074        158,131    121,644    129,117    169,827    170,183

FIXED CHARGES:
- ---------------------------------

INTEREST EXPENSE                                     6,067          5,385         11,198      5,969      5,250      6,762      3,298

INTEREST CAPITALIZED                                    14              0              0          0        107        414        549
--------       --------       --------   --------   --------   --------   --------

TOTAL FIXED CHARGES                    6,081          5,385         11,198      5,969      5,357      7,176      3,847

RATIO OF EARNINGS TO FIXED CHARGES
- ----------------------------------

TOTAL EARNINGS                                   88,382         73,074        158,131    121,644    129,117    169,827    170,183
TOTAL FIXED CHARGES                               6,081          5,385         11,198      5,969      5,357      7,176      3,847
RATIO                                   14.5           13.6           14.1       20.4       24.1       23.7       44.2
--------       --------       --------   --------   --------   --------   --------

Exhibit 23(a)

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to use of our reports (and
to all references to our firm) included in or made a part of this Form S-3
Registration Statement.

ARTHUR ANDERSEN LLP

Milwaukee, Wisconsin
September 21, 1994

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) _________

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

FIRSTAR TRUST COMPANY
(EXACT NAME OF TRUSTEE AS SPECIFIED IN ITS CHARTER)

WISCONSIN                                   39-0281260
(JURISDICTION OF INCORPORATION OR                    (I.R.S. EMPLOYER
ORGANIZATION IF NOT A U. S. NATIONAL BANK)             IDENTIFICATION NUMBER)

777 EAST WISCONSIN AVENUE, MILWAUKEE, WISCONSIN                   53202
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)

KEVIN C. SCHULLER, VICE PRESIDENT AND ASSISTANT SECRETARY
FIRSTAR TRUST COMPANY
777 EAST WISCONSIN AVENUE
MILWAUKEE, WISCONSIN 53202
TELEPHONE (414) 765-5725
(NAME, ADDRESS, AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

SNAP-ON INCORPORATED
(EXACT NAME OF OBLIGOR AS SPECIFIED IN ITS CHARTER)

DELAWARE                                    39-0622040
(STATE OR OTHER JURISDICTION                       (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NUMBER)

2801 - 80TH STREET
KENOSHA, WISCONSIN                               53141-1410
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)

DEBT SECURITIES
(TITLE OF INDENTURE SECURITIES)

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.

Office of Commissioner of Banking, Madison, Wisconsin Federal
Deposit Insurance Corporation, Washington, D.C.

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

The corporate trustee is authorized to exercise corporate trust
powers.

Item 2.   Affiliations with the Obligor.

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

The obligor is not an affiliate of the trustee.

Item 3.   Voting Securities of the Trustee.

Furnish the following information as to each class of voting
securities of the trustee:

AS OF SEPTEMBER 15, 1994

COL. A                            COL. B
TITLE OF CLASS                  AMOUNT OUTSTANDING

Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.

Item 4.   Trusteeships under Other Indentures.

If the trustee is a trustee under another indenture under which any
other securities, or certificates of interest or participation in any
other securities, of the obligor are outstanding, furnish the
following information:

(a)  Title of the securities outstanding under each such other
indenture.

Per General Instruction B to Form T-1, no response is required to
this item as the obligor is not presently in default.

(b)  A brief statement of the facts relied upon as a basis for the
claim that no conflicting interest within the meaning of Section
310(b)(1) of the Act arises as a result of the trusteeship under
any such other indenture, including a statement as to how the
indenture securities will rank as compared with the securities
issued under such other indenture.

Per General Instruction B to Form T-1, no response is required to
this item as the obligor is not presently in default.

Item 5.   Interlocking Directorates and Similar Relationships with the Obligor
or Underwriters.

If the trustee or any of the directors or executive officers of the
trustee is a director, officer, partner, employee, appointee, or
representative of the obligor or of any underwriter for the obligor,
identify each such person having any such connection and state the
nature of each such connection.

Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.

Item 6.   Voting Securities of the Trustee Owned by the Obligor or its
Officials.

Furnish the following information as to the voting securities of the
trustee owned beneficially by the obligor and each director, partner,
and executive officer of the obligor:

AS OF SEPTEMBER 15, 1994

COL. A          COL. B            COL. C            COL. D
NAME OF OWNER   TITLE OF CLASS     AMOUNT OWNED      PERCENTAGE OF
BENEFICIALLY    VOTING SECURITIES
REPRESENTED BY
AMOUNT GIVEN
IN COL. C

Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.

Item 7.   Voting Securities of the Trustee Owned by Underwriters or their
Officials.

Furnish the following information as to the voting securities of the
trustee owned beneficially by each underwriter for the obligor and
each director, partner, and executive officer of each such
underwriter:

AS OF SEPTEMBER 15, 1994

COL. A          COL. B            COL. C            COL. D
NAME OF OWNER   TITLE OF CLASS     AMOUNT OWNED      PERCENTAGE OF
BENEFICIALLY    VOTING SECURITIES
REPRESENTED BY
AMOUNT GIVEN
IN COL. C

Per General Instruction B to form T-1, no response is required to this
item as the obligor is not presently in default.

Item 8.   Securities of the Obligor Owned or Held by the Trustee.

Furnish the following information as to securities of the obligor
owned beneficially or held as collateral security for obligations in
default by the trustee:

AS OF SEPTEMBER 15, 1994

COL. A         COL. B             COL. C              COL. D
TITLE OF CLASS     WHETHER         AMOUNT OWNED         PERCENT OF
THE SECURITIES  BENEFICIALLY OR HELD  CLASS REPRESENTED
ARE VOTING   AS COLLATERAL SECURITY  BY AMOUNT GIVEN
OR NONVOTING     FOR OBLIGATIONS        IN COL. C
SECURITIES         IN DEFAULT

Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.

Item 9.   Securities of Underwriters Owned or Held by the Trustee.

If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of an underwriter for the
obligor, furnish the following information as to each class of
securities of such underwriter any of which are so owned or held by
the trustee:

AS OF SEPTEMBER 15, 1994

COL. A         COL. B             COL. C               COL. D
NAME OF        AMOUNT          AMOUNT OWNED          PERCENT OF
ISSUER AND    OUTSTANDING   BENEFICIALLY OR HELD   CLASS REPRESENTED
TITLE OF CLASS               AS COLLATERAL SECURITY   BY AMOUNT GIVEN
FOR OBLIGATIONS IN        IN COL. C
DEFAULT BY TRUSTEE

Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.

Item 10.  Ownership or Holdings by the Trustee of Voting Securities of Certain
Affiliates or Security Holders of the Obligor.

If the trustee owns beneficially or holds as collateral security for
obligations in default voting securities of a person who, to the
knowledge of the trustee (1) owns 10 percent or more of the voting
securities of the obligor or (2) is an affiliate, other than a
subsidiary, of the obligor, furnish the following information as to
the voting securities of such person:

AS OF SEPTEMBER 15, 1994

COL. A        COL. B             COL. C               COL. D
NAME OF       AMOUNT          AMOUNT OWNED          PERCENT OF
ISSUER AND    OUTSTANDING   BENEFICIALLY OR HELD   CLASS REPRESENTED
TITLE OF CLASS               AS COLLATERAL SECURITY   BY AMOUNT GIVEN
FOR OBLIGATIONS IN        IN COL. C
DEFAULT BY TRUSTEE

Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.

Item 11.  Ownership or Holdings by the Trustee of any Securities of a Person
Owning 50 Percent or More of the Voting Securities of the Obligor.

If the trustee owns beneficially or holds as collateral security for
obligations in default any securities of a person who, to the
knowledge of the trustee, owns 50 percent or more of the voting
securities of the obligor, furnish the following information as to
each class of securities of such person any of which are so owned or
held by the trustee:

AS OF SEPTEMBER 15, 1994

COL. A        COL. B             COL. C               COL. D
NAME OF       AMOUNT          AMOUNT OWNED          PERCENT OF
ISSUER AND    OUTSTANDING   BENEFICIALLY OR HELD   CLASS REPRESENTED
TITLE OF CLASS               AS COLLATERAL SECURITY   BY AMOUNT GIVEN
FOR OBLIGATIONS IN        IN COL. C
DEFAULT BY TRUSTEE

Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.

Item 12.  Indebtedness of the Obligor to the Trustee.

Except as noted in the instructions, if the obligor is indebted to the
trustee, furnish the following information:

AS OF SEPTEMBER 15, 1994

COL. A                  COL. B            COL. C
NATURE OF INDEBTEDNESS    AMOUNT OUTSTANDING     DATE DUE

Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.

Item 13.  Defaults by the Obligor.

(a)  State whether there is or has been a default with respect to the
securities under this indenture.  Explain the nature of any such
default.

Per General Instruction B to Form T-1, no response is required to
this item as the obligor is not presently in default.

(b)  If the trustee is a trustee under another indenture under which
any other securities, or certificates of interest or
participation in any other securities, of the obligor are
outstanding, or is trustee for more than one outstanding series
of securities under the indenture, state whether there has been a
default under any such indenture or series, identify the
indenture or series affected, and explain the nature of any such
default.

Per General Instruction B to Form T-1, no response is required to
this item as the obligor is not presently in default.

Item 14.  Affiliations with the Underwriters.

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

Per General Instruction B to Form T-1, no response is required to this
item as the obligor is not presently in default.

Item 15.  Foreign Trustee.

Identify the order or rule pursuant to which the foreign trustee is
authorized to act as sole trustee under indentures qualified or to be
qualified under the Act.
Not applicable

Item 16.  List of Exhibits.

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

1.   A copy of the Articles of Association of Firstar Trust Company
(f/k/a First Wisconsin Trust Company) as now in effect (filed
herewith).

2.   Certificate of authority of the Trustee to commence business
(contained in Exhibit 1).

3.   Authorization of the Trustee to exercise trust powers (contained
in Exhibit 1).

4.   A copy of the existing By-Laws of Firstar Trust Company (f/k/a
First Wisconsin Trust Company) (filed herewith).

6.   The consent of the Trustee required by Section 321(b) of the
Trust Indenture Act of 1939 (filed herewith).

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

SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Firstar Trust Company, a corporation organized and existing under the
laws of the State of Wisconsin, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of Milwaukee, and State of Wisconsin, on the 15th day of September,
1994.
FIRSTAR TRUST COMPANY
(Trustee)

By: /S/ JOSEPH S. QUINN
-------------------------------------
JOSEPH S. QUINN, VICE PRESIDENT
(Name and title)

By: /S/ YVONNE SIIRA
-------------------------------------
YVONNE SIIRA, ASSISTANT SECRETARY
(Name and title)

EXHIBIT 1

STATE OF WISCONSIN
OFFICE OF COMMISSIONER OF BANKING
BANKS DIVISION
POST OFFICE BOX 7876
MADISON, WISCONSIN 53707-7876
(TELEPHONE:  608-266-1621)

AMENDMENT TO ARTICLES
CERTIFICATION

I, Toby E. Sherry, Commissioner of Banking of the State of Wisconsin, do hereby
certify that an amendment to the original Articles of Incorporation of First
Wisconsin Trust Company, Milwaukee, Wisconsin, of which a duly verified copy is
hereto attached, was on the 17th day of August, A.D. 1992, approved and filed in
the Office of Commissioner of Banking.  This amendment relates to corporate name
and was adopted by stockholders of the above bank on July 16, 1992.

IN TESTIMONY WHEREOF, I have set my hand
and affixed my official seal.  Done at
my office in the City of Madison this
17th day of August, A.D. 1992.

Toby E. Sherry
Commissioner of Banking

IMPORTANT:     TO BE RECORDED BY THE REGISTER OF DEEDS TOGETHER WITH THE
ATTACHED COPY OF THE AMENDMENT

We, Philip R. Smith as President, and James D. Hintz as Cashier of First
Wisconsin Trust Company do hereby certify that the foregoing is a true copy of
an amendment to the Articles of Incorporation of this bank and that at the
annual or special meeting of the stockholders of the bank, called for that
purpose and held pursuant to the provisions of law, in the office of the bank in
the City of Milwaukee, State of Wisconsin, on the 16th day of July, A.D. 1992,
the said amendment was duly adopted by the affirmative vote of two-thirds of all
capital stock outstanding; that the majority stockholder was present or
represented at said meeting; that the entire number of shares outstanding is
10,000; that the number of shares represented at the meeting was 9,952; that
upon the adoption of such resolution 9,952 votes were cast in the affirmative;
one vote for each share, and that 0 votes were cast in the negative.

In Testimony Whereof, First Wisconsin Trust Company has caused these presents to
be executed by the President and Cashier thereof and the corporate seal of said
bank is hereunto affixed this 28th day of July, A.D. 1992, by its authority.

First Wisconsin Trust Company
In presence of
Sharon L. Gazzana                       By   Philip R. Smith, President
Sandra L. Belongia                           James Hintz, Cashier

State of Wisconsin   )
Milwaukee County     )  ss.

Personally came before me this 28th day
of July, A.D. 1992, Philip R. Smith as President, and James D. Hintz as Cashier
of the First Wisconsin Trust Company, who are to me known to be such President
and Cashier, respectively, and to be the persons who executed the foregoing
instrument, and acknowledged the same as such officers, for the purposes therein
mentioned.

Diane M. Rampacek
Notary Public

Milwaukee County, Wisconsin

My commission expires 11/13/94

AMENDMENT TO ARTICLES OF INCORPORATION

Which Articles were filed/recorded in the office of the Register of Deeds for
Milwaukee County on the 6th day of July, 1903.  Recorded in Volume S of
Corporations, Page 134.

At a meeting of the stockholders of First Wisconsin Trust Company of Milwaukee,
Wisconsin, held at the office of said bank in said City on the 16th day of July,
A.D. 1992, at 9:30 o'clock A.M., of that day, which meeting was called for the
purpose of amending the Articles of Incorporation of said bank, and at which
meeting 9,952 shares of the capital stock of said bank were duly represented,
the following resolutions were adopted:

"Resolved That the Articles of Incorporation of the bank be amended by striking
out the paragraph relating to the name reading as follows:

"The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY, and its
location shall be at the City and County of Milwaukee and State of Wisconsin."

And Inserting in lieu thereof the following paragraph:

"The title of the Corporation shall be Firstar Trust Company, and its location
shall be at the City and County of Milwaukee and State of Wisconsin."

"It was further resolved, That the President and Cashier of said bank be
authorized, under the seal of the Corporation, to file proper certificates of
such amendment with the Commissioner of Banking as provided by law."

ARTICLES OF ASSOCIATION
OF FIRSTAR TRUST COMPANY
MILWAUKEE, WISCONSIN

KNOW ALL MEN BY THESE PRESENTS,  that we, Frederick Pabst, L.J. Petit, Frederick
Kasten, Oliver C. Fuller, and Edward P. Vilas, of the City and County of
Milwaukee and State of Wisconsin, have associated and do hereby associate for
the purpose of forming a corporation, to wit, a trust company bank under and
pursuant to the privileges and restrictions of the statutes of the State of
Wisconsin, in that behalf made and provided; and particularly Chapters 221 and
223 of said statutes, and thereto adopt the following:

ARTICLE 1

The purpose and business of this corporation shall be those of both a state bank
and a trust company bank as defined by Wisconsin law, this corporation being a
trust company bank which has been converted into a state bank in accordance with
such law.

ARTICLE 2

The name of this corporation shall be "FIRST WISCONSIN TRUST COMPANY," and its
location shall be at the City and County of Milwaukee and State of Wisconsin.

ARTICLE 3

The capital stock of this Corporation shall be One Million Dollars ($1,000,000),
divided into ten thousand (10,000) shares of the par value of One Hundred
Dollars ($100) each.

ARTICLE 4

The Board of Directors shall consist of such number of individuals, not less
than fifteen nor more than sixty, as from time to time shall be prescribed in
the By-laws, a least two-thirds of whom shall be residents of Wisconsin and the
majority of whom shall be residents of Milwaukee County or adjacent counties.
Each of said directors shall be elected for a term of one year and until his
successor has been elected and qualified.

In witness whereof, we have hereunto subscribed our names at Milwaukee,
Wisconsin, on this first day of July, A.D. 1903.

(Signed)       Frederick Pabst
L.J. Petit
Fred Kasten
Oliver C. Fuller
Edward P. Vilas

State of Wisconsin
Milwaukee County

On this first day of July, A.D. 1903, personally appeared before me the above
signed Frederick Pabst, L.J. Petit, Frederick Kasten, Oliver C. Fuller, and
Edward P. Vilas, to me known to be the persons who executed the foregoing
instrument and severally acknowledge the same.

My commission will expire on the 30th day of December, 1906.

(Signed)       W.L. Cheney
Notary Public
Milwaukee County,
Wisconsin

)
)  ss.
)

EXHIBIT 4

AS AMENDED THROUGH DECEMBER 20, 1990

RESTATED BY-LAWS OF
FIRSTAR TRUST COMPANY
ADOPTED JANUARY 15, 1963

ARTICLE 1

The annual meeting of this Corporation for the election of its directors and the
transaction of its general business shall be held on the third Thursday of
February at the general office of this Corporation in the City of Milwaukee, at
8 o'clock in the morning, or at such other hour and place in the City of
Milwaukee as shall be designated by the Board of Directors.  If any hour other
than 8 o'clock in the morning or any place other than the general office of this
Corporation shall be so designated, notice thereof shall be given by mailing the
same to each stockholder at his last known address at least ten (10) days prior
to the holding of said meeting.

ARTICLE 2

Special meetings of the stockholders of this Corporation shall be held in the
City of Milwaukee and may be called at any time by order of the Chairman of the
Board, the President, or one of the Vice Presidents, or by the Board of
Directors, by mailing to each stockholder at his last known address at least ten
(10) days prior to the date of the holding of such special meeting, a notice
specifying the time and place of such special meeting and the business to be
transacted thereat, and no other business shall be transacted at said meeting.

ARTICLE 3

SECTION 1.  Every stockholder may vote and participate at any meeting of
stockholders, either in person or by proxy.  No proxy shall be recognized unless
the same shall be in writing, subscribed by the stockholder nor unless filed
with the Secretary prior to the meeting.  No active or salaried officer may act
as a proxy for a stockholder.

SECTION 2.  The Cashier shall maintain a stock book showing the name, residence,
and number of shares held by each stockholder, which shall at all times, during
the usual hours for transacting business, be subject to inspection by the
officers, directors, and stockholders of the Company.

ARTICLE 4

SECTION 1.  The Board of Directors shall consist of not less than fifteen nor
more than thirty directors, the number of directors to be determined by
resolution adopted at each annual stockholders' meeting, or at any special
stockholders' meeting duly called for such purpose.  On and after January 1,
1978, no person shall be eligible to be elected or re-elected as a member of the
Board of Directors if he shall have attained 70 years of age at the date of the
election.

SECTION 2.  The election of directors by the stockholders shall be by ballot or
other method as shall be adopted by the stockholders by resolution or motion
adopted at the stockholders' meeting.

ARTICLE 4 (CONTINUED)

SECTION 3.  A majority of the Board of Directors shall constitute a quorum for
the transaction of business; provided that the directors may, once in six (6)
months, designate by resolution nine (9) members, any five (5) of whom shall
constitute a quorum.

SECTION 4.  Minutes of each meeting of the Board of Directors shall disclose the
date of such meeting, the names of directors present, and the reasons for the
absence of each director not in attendance; shall be subscribed by the presiding
officer; and shall be read and approved by the Board of Directors at the next
succeeding meeting, the minutes of which shall show such fact.

SECTION 5.  A regular meeting of the Board of Directors shall be held at the
office of this Corporation in the City of Milwaukee at least once in each month
at such time as shall, from time to time, be designated by resolution of the
Board of Directors.

SECTION 6.  Special meetings of the Board of Directors shall be held at the
general office of the Corporation in the City of Milwaukee or at such other
place in the City of Milwaukee as shall be designated, and may be called by
order of the Chairman of the Board, the President, or by any two of the
directors by mailing notice of such meeting and the designated time and place
thereof to each of the directors at his last known address two (2) days prior to
the holding of such meeting.

ARTICLE 5

SECTION 1.  An Executive Committee consisting of the Chairman of the Board, the
President, and not less than six (6) or more than twelve (12) other directors
may be appointed by the Board of Directors to serve until their successors shall
be appointed, and such Executive Committee shall direct the management of the
affairs of this Corporation in the interim between meetings of the Board of
Directors, subject to the control of the Board.  The Chairman of the Board, or
in his absence (through failure of the Board of Directors to elect a Chairman or
otherwise), the President, shall preside at meetings of the Executive Committee.
The person from time to time elected Secretary of the Board shall also serve as
Secretary of the Executive Committee.

SECTION 2.  Meetings of the Executive Committee may be held at any time when the
Board of Directors is not in session, and may be prescribed by the Board of
Directors or may be called by order of the Chairman of the Board, the President,
or by any two (2) members of the Executive Committee, by mailing notice of such
meeting designating the time and place thereof, addressed to each member of the
Committee at his last known address two (2) days prior to the holding of such
meeting, or by personal notice thereof given a sufficient length of time before
such meeting to enable members to attend.

SECTION 3.  The Executive Committee shall keep full and true minutes of all
business transacted at each meeting and shall submit its report together with a
copy of the minutes of its proceedings to the Board of Directors at its next
meeting thereafter.

SECTION 4.  The Board of Directors may appoint an Investment Committee
consisting of at least two (2) officers and at least four (4) directors who are
not officers, which Committee shall have such duties and authority as the Board
of Directors shall from time to time prescribe.  Members of such committee shall
serve for such periods as the Board shall from time to time prescribe.

ARTICLE 5 (CONTINUED)

SECTION 5.  The Board of Directors shall appoint a Loan Committee consisting of
three (3) or more directors, which shall meet at least once each month an shall
determine policies as to renewals and applications for new loans.  All loans
shall be presented to the Loan Committee for approval, provided, however, that
the Board of Directors may by resolution designate officers who may make loans
without the prior approval of the Loan Committee but subject to the provisions
of the Wisconsin Statutes, the regulations of the Commissioner of Banks, and
these By-laws.  Officers designated by the Board may not make unsecured loans in
an amount exceeding $10,000, or collateral loans in an amount exceeding $25,000.
No loans may be made in an amount exceeding the limits established from time to
time by the Board of Directors without securing a sworn financial statement
unless such loan is secured by collateral having a value in excess of the amount
of the loan.

SECTION 6.  Each year the Board of Directors shall appoint, from among its
members or stockholders, an Examining Committee, which shall have such duties as
shall be prescribed by law.

SECTION 7.  The Board of Directors shall have the power to set the banking hours
of this bank, subject to the provisions of the Wisconsin Statutes and the
regulations of the Commissioner of Banks.  Certified copies of all resolutions
of the Board pertaining to banking hours shall be furnished to the State Banking
Department.

SECTION 8.  A detailed statement of all current expenses and taxes paid shall be
presented to the Board in writing every month, or more often if required by the
Board.

ARTICLE 6

A written waiver signed by any director or member of any committee shall be the
equivalent of due notice to him of any meeting therein mentioned.

ARTICLE 7

Directors and members of committees appointed by the Board of Directors, except
directors or members who are salaried officers or employees of this Corporation,
shall be paid such fees for services and attendance at meetings as the Board of
Directors shall from time to time prescribe.

ARTICLE 8

SECTION 1.  The general officers of the Corporation shall be a president, two or
more vice presidents, a cashier and one or more assistant cashiers, a secretary
and one or more assistant secretaries, one or more trust officers, and such
other officers as may be appropriate for the transaction of its business, each
of whom shall be elected by a viva voce vote of the Board of Directors, unless
objection thereto is made, whereupon such election shall be by ballot.  The
Chairman of the Board, if there be one, the senior executive officer in charge
of conducting the business of this Corporation and the officer in charge of the
Trust Department of this Corporation shall be chosen from among the directors.
Each of said officers shall be elected for one year and until his successor has
been elected and qualified, unless sooner removed by the Board of Directors.

ARTICLE 8 (CONTINUED)

SECTION 2.  The Board of Directors shall have authority to define the duties and
obligations of all officers, to fix their compensation, to dismiss them at
pleasure, to fill vacancies in offices, and to require any officer to provide a
satisfactory bond for the faithful performance of his duties.  Unless otherwise
prescribed by the Board of Directors, each officer shall have the duties and
authority prescribed by law or ordinarily incidental to his office in similar
corporations.

SECTION 3.  The Board of Directors shall designate the officers to be the chief
executive officer in charge of the Trust Department of this Corporation.  All
fiduciary powers of this Corporation shall be exercised through such officer who
shall be generally responsible for and supervise and direct the activities of
the Trust Department, and do and perform all acts and things necessary and
proper in carrying on the business of the Trust Department in accordance with
the provisions of applicable laws and regulations and the directions of the
Board of Directors, appropriate committees of the Board, and his superior
officers, and shall cause to be kept under his supervision books of account of
the transactions of this Corporation in a fiduciary capacity.

SECTION 4.  The executive officers shall have authority to employ and discharge
all necessary agents and servants of this Corporation whose appointments shall
not be provided for by the Board, to define their duties, and to fix their
compensations.

ARTICLE 9

The Board of Directors may by resolution provide for this Corporation to
indemnify each director or officer, whether or not then in office, against all
expense and liability relating to a claim, action, suit, or proceeding against
him or to which he may be made a party by reason of his being or having been a
director or officer of this Corporation, or of any other company which he served
as a director of officer at the request of this Corporation, except in any case
where he was finally adjudged to have been derelict in the performance of his
duties as such director or officer.  Such resolution may include provisions for
this Corporation (1) to assume or provide at its expense and risk the defense or
settlement of any section, (2) to purchase commercial insurance for the benefit
of a director or officer, including one adjudged guilty of negligence or
misconduct, and (3) to assume or share any additional expense or liability as
the Board of Directors deems warranted upon consideration of the circumstances.

ARTICLE 10

The Board of Directors may by resolution adopt emergency provisions to prevail
notwithstanding any contrary provisions of these By-laws, to take effect when a
state of emergency results in this Corporation being unable to continue its
normal functions under the direction of established management or at its regular
location (which provisions may include, but shall not be limited to procedures
for establishing temporary offices, an emergency executive committee, and
emergency officer succession).

ARTICLE 11

The shares of stock of this Corporation shall be transferable only on the books
of this Corporation upon surrender of the certificate issued therefor.

ARTICLE 12

These By-laws may be altered, amended, or repealed in whole or in part in any
manner not inconsistent with the provisions of law at any time by a vote of the
stockholders representing two-thirds of the capital stock, such a vote to be
taken at a general or special meeting, the notice whereof shall specify that it
is the intention to consider such amendment and shall contain a full statement
of the effect of the amendment proposed.

EXHIBIT 6

CONSENT OF THE TRUSTEE REQUIRED BY SECTION 321(B)
OF THE TRUST INDENTURE ACT OF 1939

Firstar Trust Company, as Trustee herein named, hereby consents that reports of
examination of said Trustee by Federal and State authorities may be furnished by
such authorities to the Securities and Exchange Commission upon request
therefor.

FIRSTAR TRUST COMPANY,
as Trustee

By:  /S/ JOSEPH S. QUINN
------------------------------------
JOSEPH S. QUINN, VICE PRESIDENT
(Name and title)

By:  /S/ YVONNE SIIRA
------------------------------------
YVONNE SIIRA, ASSISTANT SECRETARY
(Name and title)

Dated:  SEPTEMBER 15, 1994

EXHIBIT 7

PUBLICATION COPY--COMMERCIAL AND SAVINGS BANKS
CONSOLIDATED REPORT OF CONDITION (Including Domestic and Foreign Subsidiaries)
STATE 035 (3/93)
- --------------------------------------------------------------------------------
LEGAL TITLE OF BANK                          STATE BANK NO.
12-99
-----------------------------------
Firstar Trust Company                      FEDERAL RESERVE DISTRICT NO.
7

- ------------------------------------------------------------------------------------------------------------------------
CITY          COUNTY        STATE         ZIP CODE    CLOSE OF BUSINESS DATE
Milwaukee     Milwaukee     Wisconsin     53202            12/31/93
- ------------------------------------------------------------------------------------------------------------------------
Dollar Amounts
in Thousands
Mil      Thou

ASSETS
1. Cash and balances due from depository institutions:
a.  Noninterest-bearing balances and currency and coin . . . . . . . . . . . . .        93       793        1.a.
b.  Interest-bearing balances. . . . . . . . . . . . . . . . . . . . . . . . . .                   0        1.b.
2.  Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        44       394        2.
3.  Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
a.  Federal funds sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . .        10       000        3.a.
b.  Securities purchased under agreements to resell. . . . . . . . . . . . . . .                   0        3.b.
4. Loans and lease financing receivables:
a.  Loans and leases, net of unearned income . . . . . . . . . . . . . . 8,696                              4.a.
b.  LESS: Allowance for loan and lease losses73. . . . . . . . . . . . . . .73                              4.b.
c.  LESS: Allocated transfer risk reserve. . . . . . . . . . . . . . . . . . . .                   0        4.c.
d.  Loans and leases, net of unearned income, allowance, and reserve
(Item 4.a. minus 4.b. and 4.c.). . . . . . . . . . . . . . . . . . . . . . .         8       623        4.d.
5.  Assets held in trading accounts. . . . . . . . . . . . . . . . . . . . . . . . .                   0        5.
6.  Promises and fixed assets (including capitalized leases) . . . . . . . . . . . .         1       361        6.
7.  Other real estate owned. . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   0        7.
8.  Investments in unconsolidated subsidiaries and associated companies. . . . . . .                   0        8.
9.  Customers' liability to this bank on acceptances outstanding . . . . . . . . . .                   0        9.
10. Intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                   0        10.
11. Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         6       042        11.
12. a. Total assets (sum of items 1 through 11). . . . . . . . . . . . . . . . . . .       164       213        12.a.
b. Loans deferred pursuant to 12 U.S.C. Section 1823(J). . . . . . . . . . . . .                   0        12.b.
c. Total assets and losses deferred pursuant to 12 U.S.C. Section 1823(J)
(sum of items 12.a. and 12.b.). . . . . . . . . . . . . . . . . . . . . . . .       164       213        12.c.

LIABILITIES
13. Deposits:
a. In domestic offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       141       819        13.a.
(1) Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . 141,374                              13.a.(1)
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . 445                              13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs . . . . . . . .                   0        13.b.
(1) Noninterest-bearing . . . . . . . . . . . . . . . . . . . . . . . . . . .                None        13.b.(1)
(2) Interest-bearing. . . . . . . . . . . . . . . . . . . . . . . . . . . . .      None   13.b.(2)
14. a. Federal funds purchased and securities sold under agreements to
repurchase in domestic offices of the bank and of its Edge and
Agreement subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . .         1       650        14.a.
b. Securities sold under agreements to repurchase. . . . . . . . . . . . . . . .                   0        14.b.
15. Demand notes issued to the U.S. Treasury . . . . . . . . . . . . . . . . . . . .                   0        15.
16. Other borrowed money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         1       125        16.

17. Mortgage indebtedness and obligations under capitalized leases . . . . . . . . .                   0        17.
18. Bank's liability on acceptances executed and outstanding . . . . . . . . . . . .                   0        18.
19. Subordinated notes and debentures. . . . . . . . . . . . . . . . . . . . . . . .                   0        19.
20. Other liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         5       910        20.
21. Total liabilities (sum of items 13 through 20) . . . . . . . . . . . . . . . . .       150       504        21.
22. Limited-life preferred stock and related surplus . . . . . . . . . . . . . . . .                   0        22.

EQUITY CAPITAL
23. Perpetual preferred stock and related surplus
(Number of shares outstanding) . . . . . . . . . . . . . . . . . .None) . . . .                    0        23.
24. Common stock (Number of shares
a. Authorized. . . . . . . . . . 10,000
b. Outstanding . . . . . . . . . 10,000) . . . . . . . . . . . . . . . . . . . .         1       000        24.
25. Surplus (exclude all surplus related to preferred stock) . . . . . . . . . . . .         9       083        25.
26. a. Undivided profits and capital reserves. . . . . . . . . . . . . . . . . . . .         3       626        26.a.
b. LESS: Net unrealized loss on marketable equity securities . . . . . . . . . .                   0        26.b.
27. Cumulative foreign currency translation adjustments
28. a. Total equity capital (sum of items 23 through 27) . . . . . . . . . . . . . .        13       709        28.a.
b. Losses deferred pursuant to 12 U.S.C. Section 1823(J) . . . . . . . . . . . .                   0        28.b.
c. Total equity capital and losses deferred pursuant to 12 U.S.C. Section
1823 (J) (sum of items 28.a. and 28.b.) . . . . . . . . . . . . . . . . . . .        13       709        28.c.
29. Total liabilities, limited-life preferred stock, equity capital, and losses
deferred pursuant to 12 U.S.C. Section 1823(J) (sum of items 21, 22,
and 28.c.). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       164       213        29.
- ------------------------------------------------------------------------------------------------------------------------
MEMORANDA:  Amounts outstanding as of Report of Condition date:                                                MEMO
1.a  Standby letter of credit. Total . . . . . . . . . . . . . . . . .                           None       1.a.
1.b  Amount of Standby letters of credit in memo 1.a. conveyed to
others through participations . . . . . . . . . . . . . . . . . .                           None       1.b.
- ------------------------------------------------------------------------------------------------------------------------

NOTE:  This report must be signed by an authorized officer(s) and attested by
not less than three directors other than the officer(s) signing the report.
- --------------------------------------------------------------------------------
I/We, the undersigned officer(s), do hereby declare that this Report of
Condition has been prepared in conformance with official instructions and is
true and correct to the best of my (our) knowledge and belief.
- --------------------------------------------------------------------------------
SIGNATURE OF OFFICER(S) AUTHORIZED TO SIGN REPORT          DATE SIGNED
James D. Hintz                                             Jan 26, 1994
- --------------------------------------------------------------------------------
NAME(S) AND TITLES(S) OF OFFICER(S)                        AREA CODE/PHONE NO.
AUTHORIZED TO SIGN REPORT                                   414 765-5295
James D. Hintz, First Vice President and Cashier
- --------------------------------------------------------------------------------
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with official instructions
and is true and correct.
- --------------------------------------------------------------------------------
SIGNATURE OF DIRECTOR         SIGNATURE OF DIRECTOR        SIGNATURE OF DIRECTOR
Blaine E. Rieke               Philip R. Smith
- --------------------------------------------------------------------------------
(MAKE MARK FOR           State of Wisconsin County of Milwaukee
NOTARY'S SEAL)      Sworn to and subscribed before me this 27th day of January
1994 and I hereby certify that I am not an officer or
director of this bank.
Nancy A. Helgerson
-----------------------------------
Signature Notary Public
My commission expires 4-20 1997