-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EMeJZwulaa4DimUDcC/VFgCLehFLKhbWdRln8pKQOuk2lYGMvP1Xhz3VImhG3qBl jnFwuOrsbIpRe5lw8c1ywg== 0000950162-96-000237.txt : 19960501 0000950162-96-000237.hdr.sgml : 19960501 ACCESSION NUMBER: 0000950162-96-000237 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19960430 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960430 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL SIGNAL CORP CENTRAL INDEX KEY: 0000040834 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 160445660 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00996 FILM NUMBER: 96553976 BUSINESS ADDRESS: STREET 1: ONE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06904 BUSINESS PHONE: 2033578800 MAIL ADDRESS: STREET 1: P O BOX 10010 CITY: STAMFORD STATE: CT ZIP: 06904 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL RAILWAY SIGNAL CO DATE OF NAME CHANGE: 19710926 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 15, 1996 GENERAL SIGNAL CORPORATION (Exact name of registrant as specified in its charter) New York -------- (State or other jurisdiction of incorporation) 1-996 16-0445660 ----- ---------- (Commission File Number) (IRS Employer Identification No.) High Ridge Park, Stamford Connecticut 06904 ------------------------------------- --------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (203) 329-4100 -------------- -2- Item 7. Financial Statements and Exhibits. - ------ --------------------------------- (c) Exhibits. 1.1 Form of Distribution Agreement relating to Medium-Term Notes of General Signal Corporation. 4.1 Senior Indenture, dated as of April 15, 1996 by and between General Signal Corporation and Chemical Bank, Trustee. 4.2 Subordinated Indenture, dated as of April 15, 1996 by and between General Signal Corporation and The Chase Manhat- tan Bank, N.A., Trustee. 4.3 Bond Resolution of General Signal Corporation, relating to its Medium-Term Senior Notes, Series A, including forms of Fixed Rate Note and Floating Rate Note. 4.4 Bond Resolution of General Signal Corporation relating to its Medium-Term Subordinated Notes, Series A including forms of Floating Rate Note and Fixed Rate Note. 5.1 Form T-1 Statement of Eligibility of Chemical Bank under the Trust Indenture Act of 1939, as amended. 5.2 Form T-1 Statement of Eligibility of The Chase Manhattan Bank, N.A. under the Trust Indenture Act of 1939, as amended. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. GENERAL SIGNAL CORPORATION (Registrant) By: /s/ Julian B. Twombly ------------------------------ Name: Julian B. Twombly Title: Vice President and Treasurer Date: April 30, 1996 EX-1.1 2 FORM OF DISTRIBUTION AGREEMENT General Signal Corporation U.S. $300,000,000 Medium-Term Senior Notes, Series A Medium-Term Subordinated Notes, Series A Due Not Less Than Nine Months From Date of Issue Distribution Agreement April 30, 1996 New York, New York Ladies and Gentlemen: General Signal Corporation, a New York corporation (the "Company"), confirms its agreement with you with respect to the issue and sale by the Company of up to $300,000,000 aggregate principal amount of its Medium-Term Senior Notes, Series A and Medium-Term Subordinated Notes, Series A (collec- tively, the "Notes"), each due not less than nine months from date of issue. The Notes may be issued either on parity with (the "Senior Notes") or as subordinated to (the "Subordinated Notes") other unsecured and unsubordinated indebtedness of the Company, in each case as set forth in a pricing supplement (a "Pricing Supplement"). Unless otherwise specifically provided for and set forth in a Pricing Supplement, the Notes will be issued in minimum denominations of $1,000 and integral multi- ples of $1,000, or the equivalent thereof in a specified cur- rency of a country other than the United States or in a com- posite currency and in any greater denomination that is an integral multiple of $1,000 of such specified currency or com- posite currency. References herein to "$" shall be to United States dollars, and references herein to amounts in United States dollars shall be deemed to refer to the equivalent amount of currencies of countries other than the United States or composite currencies to the extent applicable. The Notes will be issued only in fully registered form and will have the interest rates, maturities and, if applicable, other terms set forth in such Pricing Supplement. The Senior Notes will be issued, and the terms thereof established, in accordance with an Indenture (the "Senior Indenture"), dated as of April 15, 1996, between the Company and Chemical Bank as trustee (the "Senior Trustee") and the Subordinated Notes will be issued, and the terms thereof established, in accordance with an Inden- ture (the "Subordinated Indenture" and, together with the Senior Indenture, the "Indenture"), dated as of April 15, 1996, -2- between the Company and The Chase Manhattan Bank, N.A. as trus- tee (the "Subordinated Trustee" and, together with the Senior Trustee, the "Trustee"), and the Medium-Term Notes Administra- tive Procedures attached hereto as Exhibit A (the "Procedures") (unless a Terms Agreement (as defined in Section 2(b)) modifies or otherwise supersedes such Procedures with respect to the Notes issued pursuant to such Terms Agreement). The Procedures may be amended only by written agreement of the Company and each Agent (as defined) after notice to, and with the approval of, the Trustee. For the purposes of this Agreement, the term "Agent" shall refer to each agent appointed by the Company and named in a Pricing Supplement who acts solely in the capacity as an agent for the Company pursuant to Section 2(a) and not as principal (all such Agents are hereinafter collectively referred to as the "Agents"), the term "Purchaser" shall refer to any Agent acting solely as principal pursuant to Section 2(b) and not as agent, and the term "you" shall refer to you, as agent of the Company, whether at any time you are acting in both such capacities or in either such capacity. In acting under this Agreement, in whatever capacity, you are act- ing individually and not jointly with any other Agent. 1. Representations and Warranties. The Company represents and warrants to, and agrees with, you as set forth below in this Section 1. Certain terms used in this Section 1 are defined in paragraph (i) hereof. (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the "Act"), and has filed with the Securities and Exchange Commission (the "Commission") a registration statement on such Form (File No. 33-33929), including a basic prospec- tus with respect to $300,000,000 aggregate proceeds from the sale of the Company's senior and subordinated debt securities, preferred stock, common stock and warrants to purchase any of the foregoing securities (the "Securi- ties"), which (i) has been prepared by the Company in con- formity with the requirements of the Act and the rules and regulations (the "Act Rules and Regulations") of the Com- mission thereunder and (ii) has become effective. Such registration statement and prospectus may have been amended or supplemented from time to time prior to the date of this Agreement; any such amendment to the regis- tration statement was so prepared and filed with the Com- mission and any such amendment has become effective. No stop order suspending the effectiveness of the Registra- tion Statement or any amendment is in effect, and no -3- proceedings for such purpose are pending before or threat- ened by the Commission. The Securities include the Notes being offered pursuant to this Agreement. The registra- tion statement, as amended at the date of this Agreement, meets the requirements set forth in Rule 415(a)(1)(ix) or (x) under the Act and complies in all other material respects with said Rule. The Company has included in such registration statement, or has filed or will file with the Commission pursuant to the applicable paragraph of Rule 424(b) under the Act, a supplement to the form of prospectus included in such registration statement relat- ing to the Notes and the plan of distribution thereof (the "Prospectus Supplement"). In connection with the sale of Notes the Company proposes to file with the Commission pursuant to the applicable paragraph of Rule 424(b) under the Act Pricing Supplements specifying the interest rates, maturity dates and, if appropriate, other similar terms of the Notes sold pursuant hereto or the offering thereof. (b) As of the Execution Time, on the Effective Date, when any supplement to the Prospectus is filed with the Commission, as of each date on which the Company accepts an offer to purchase Notes, as of the date of a Terms Agreement and at the date of delivery by the Company of any Notes sold hereunder (a "Closing Date"), (i) each doc- ument, if any, filed or to be filed pursuant to the Secu- rities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated by reference in the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the rules and regula- tions thereunder (the "Exchange Act Rules and Regulations" and, together with the Act Rules and Regulations, the "Rules and Regulations"); (ii) the Registration Statement, as amended as of any such time, the Prospectus, as supple- mented as of any such time, and the Indentures complied and will comply, in all material respects, with the requirements of the Act, the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), the Exchange Act and the Exchange Act Rules and Regulations; (iii) the Reg- istration Statement, as amended as of any such time, did not and will not include an untrue statement of a material fact nor did it omit nor will it omit to state any mate- rial fact required to be stated therein or necessary in order to make the statements therein not misleading; and (iv) the Prospectus, as supplemented as of any such time, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to -4- make the statements therein, in the light of the circum- stances under which they were made, not misleading; pro- vided, however, that the Company makes no representations or warranties as to (i) that part of the Registration Statement which shall constitute the Statement of Eligi- bility (Form T-1) under the Trust Indenture Act of the Trustee or (ii) the information contained in or omitted from the Registration Statement or the Prospectus (or any supplement thereto) in reliance upon and in conformity with information furnished in writing to the Company by any Agent specifically for inclusion in the Registration Statement or the Prospectus (or any supplement thereto). (c) As of the time any Notes are issued and sold hereunder, the relevant Indenture will constitute a legal, valid and binding instrument enforceable against the Com- pany in accordance with its terms and such Notes will have been duly authorized, executed and authenticated in accor- dance with the provisions of the relevant Indenture and, when paid for by the purchasers thereof, will constitute legal, valid and binding obligations of the Company and will be entitled to the benefits of the relevant Indenture. (d) As of the Execution Time, on the Effective Date, when any supplement to the Prospectus is filed with the Commission, as of the date of a Terms Agreement and at any Closing Date, the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, and has the corporate power and authority to own its property and to conduct its business as described in the Prospectus. (e) The execution, delivery and performance of this Agreement, the Indentures, the Notes and any applicable Terms Agreement, and compliance by the Company with all the provisions hereof and thereof, and the consummation of the transactions contemplated hereby and thereby, (i) will not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except as such may be required under the securities or Blue Sky laws of the various states), (ii) will not conflict with or constitute a breach of the terms or provisions of the charter or by-laws of the Company, (iii) will not constitute a mate- rial breach of any of the terms or provisions of, or a material default under, the charter or by-laws of any of -5- the Company's subsidiaries or any agreement, indenture or other instrument to which the Company or any of its sub- sidiaries is a party or by which the Company or any of its subsidiaries or their respective properties is bound and which is material to the Company and its subsidiaries, taken as a whole, or (iv) will not violate or conflict in any material respect with any laws, administrative regula- tions or rulings or court decrees applicable to the Com- pany, any of its subsidiaries or their respective properties. (f) This Agreement has been duly authorized, exe- cuted and delivered by the Company and is a valid and binding agreement of the Company enforceable in accordance with its terms except as (i) the enforceability hereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally, (ii) the availabil- ity of equitable remedies may be limited by equitable principles of general applicability and (iii) rights to indemnity and contribution hereunder may be limited by applicable law. (g) Each of the Indentures has been duly qualified under the Trust Indenture Act, has been duly authorized by the Company and constitutes a valid and binding agreement of the Company enforceable against the Company in accor- dance with its terms, except as (i) the enforceability thereof may be limited by bankruptcy, insolvency or simi- lar laws affecting creditors' rights generally and (ii) rights of acceleration and the availability of equi- table remedies may be limited by equitable principles of general applicability. (h) The Notes will conform in all material respects as to legal matters to the descriptions thereof in the Prospectus. (i) The terms which follow, when used in this Agree- ment, shall have the meanings indicated. The term "the Effective Date" shall mean each date that the Registration Statement and any post-effective amendment or amendments thereto became or become effective and each date after the date hereof on which a document incorporated by reference in the Registration Statement is filed. "Execution Time" shall mean the date and time that this Agreement is exe- cuted and delivered by the parties hereto. "Basic Pro- spectus" shall mean the form of basic prospectus relating -6- to the Securities contained in the Registration Statement at the Effective Date. "Prospectus" shall mean the Basic Prospectus as supplemented by the Prospectus Supplement and, if the context so requires, the applicable Pricing Supplement. "Registration Statement" shall mean the reg- istration statement referred to in paragraph (a) above, including incorporated documents, exhibits and financial statements, as amended at the Execution Time. "Rule 415" and "Rule 424" refer to such rules under the Act. Any reference herein to the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3, which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Basic Prospectus, the Prospectus Supplement or the Prospectus, as the case may be, deemed to be incorpo- rated therein by reference. 2. Appointment of Agents; Solicitation by the Agents of Offers To Purchase; Sales of Notes to a Purchaser. (a) Subject to the terms and conditions set forth herein, the Company hereby authorizes you to act as its agent to solicit offers for the purchase of all or part of the Notes from the Company. On the basis of the representations and warranties, and subject to the terms and conditions set forth herein, you agree, as agent of the Company, to use your reasonable best efforts to solicit offers to purchase the Notes from the Com- pany upon the terms and conditions set forth in the Prospectus (and any supplement thereto) and in the Procedures. In acting under this Agreement and in connection with the sale of any Notes by the Company (other than Notes sold to you pursuant to a Terms Agreement), you are acting solely as agent of the Com- pany and do not assume any obligation towards or relationship of agency or trust with any purchaser of Notes. You shall use your reasonable best efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has -7- been solicited by you and accepted by the Company, but you shall not, except as otherwise provided in this Agreement, have any liability to the Company in the event any such purchase is not consummated for any reason. Except as provided in Section 2(b), under no circumstances will you be obligated to purchase any Notes for your own account. It is understood and agreed, however, that you may purchase Notes as principal pur- suant to Section 2(b). The Company reserves the right, in its sole discre- tion, to instruct you, or any other Agent, if any, to suspend at any time, for any period of time or permanently, the solici- tation of offers to purchase Notes. Upon receipt of instruc- tions from the Company, any Agent will forthwith suspend solicitation of offers to purchase Notes from the Company until such time as the Company has advised such Agents that such solicitation may be resumed. The Company agrees to pay you a commission, on the Closing Date with respect to each sale of Notes by the Company as a result of a solicitation made by you or an offer to pur- chase received by you, in an amount equal to that percentage specified in Schedule I hereto of the aggregate principal amount of the Notes sold by the Company. The Company and any Agent may agree on a different commission applicable to any particular sale of Notes but if the Company requests that more than one Agent solicit offers to purchase Notes of comparable terms at the same time, the commission payable in respect of such sales shall be as provided in Schedule I. Such commission shall be payable as specified in the Procedures. Subject to the provisions of this Section and to the Procedures, offers for the purchase of Notes may be solicited by you as agent for the Company at such time and in such amounts as you deem advisable. The Company may from time to time offer Notes for sale otherwise than through an Agent and no commission shall be payable to any Agent with respect to any sale made by the Company other than through an Agent. You shall communicate to the Company, orally or in writing, each offer to purchase Notes received by you as agent that in your judgment should be considered by the Company. The Company shall have the sole right to accept offers to purchase Notes and may reject any offer in whole or in part. You shall have the right to reject any offer to purchase Notes that you consider to be unacceptable, and any such rejection shall not be deemed a breach of your agreements contained herein. -8- If the Company shall default in its obligations to deliver Notes to a purchaser whose offer it has accepted as a result of your solicitation, the Company shall indemnify and hold you harmless against any loss, claim or damage arising from or as a result of such default by the Company. (b) Subject to the terms and conditions stated herein, whenever the Company and you determine that the Company shall sell Notes directly to you as principal, each such sale of Notes shall be made in accordance with the terms of this Agreement and a supplemental agreement relating to such sale. Each such supplemental agreement (which may be either an oral or written agreement) is herein referred to as a "Terms Agree- ment". Each Terms Agreement shall describe, among other things, the Notes to be purchased by the Purchaser pursuant thereto and shall specify the aggregate principal amount of such Notes, the price to be paid to the Company for such Notes, the maturity date of such Notes, the rate at which interest will be paid on such Notes, the dates on which interest will be paid on such Notes and the record date with respect to each such payment of interest, the Closing Date for the purchase of such Notes, the place of delivery of the Notes and payment therefor, the method of payment and any requirements for the delivery of opinions of counsel, certificates from the Company or its officers or a letter from the Company's independent pub- lic accountants as described in Section 6(b)(iv). Any such Terms Agreement may also specify the period of time referred to in Section 4(n). Any written Terms Agreement may be in the form attached hereto as Exhibit B. The Purchaser's commitment to purchase Notes shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and condi- tions herein set forth. Delivery of the certificates for Notes sold to the Purchaser pursuant to a Terms Agreement shall be made not later than the Closing Date agreed to in such Terms Agreement, against payment of funds to the Company in the net amount due to the Company for such Notes by the method and in the form set forth in the Procedures unless otherwise agreed to between the Company and the Purchaser in such Terms Agreement. Unless otherwise agreed to between the Company and the Purchaser in a Terms Agreement, any Note sold to a Pur- chaser (i) shall be purchased by such Purchaser at a price equal to 100% of the principal amount thereof less a percentage equal to the commission applicable to an agency sale of a Note -9- of identical maturity and (ii) may be resold by such Purchaser at varying prices from time to time or, if set forth in the applicable Terms Agreement and Pricing Supplement, at a fixed public offering price. In connection with any resale of Notes purchased, a Purchaser may use a selling or dealer group and may reallow to any broker or dealer any portion of the discount or commission payable pursuant hereto. 3. Offering and Sale of Notes. Both you and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Proce- dures, as amended from time to time. The Administrative Proce- dures may be amended only by written agreement of the Company and each Agent after notice to, and with the approval of, the Trustee. 4. Agreements. The Company agrees with you that: (a) Prior to the termination of the offering of the Notes (including by way of resale by a Purchaser of Notes), the Company will not file any amendment of the Registration Statement or supplement to the Prospectus (except for (i) periodic or current reports filed under the Exchange Act, (ii) a supplement relating to any offer- ing of Notes providing solely for the specification of or a change in the maturity dates, interest rates, issuance prices or other similar terms of any Notes or (iii) a sup- plement relating to an offering of Securities other than the Notes) unless the Company has furnished each Agent a copy for its review prior to filing and given each Agent a reasonable opportunity to comment on any such proposed amendment or supplement. Subject to the foregoing sen- tence, the Company will cause each supplement to the Prospectus to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to you of such filing. The Company will promptly advise you (i) when the Prospectus, and any supplement thereto, shall have been filed with the Commission pursuant to Rule 424(b), (ii) when, prior to termination of any offer- ing of Notes, any amendment of the Registration Statement shall have been filed or become effective, (iii) of any request by the Commission for any amendment of the Regis- tration Statement or supplement to the Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or -10- threatening of any proceeding for that purpose and (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Com- pany will use its best efforts to prevent the issuance of any such stop order or suspension and, if issued, to obtain as soon as possible its lifting. (b) If, at any time when a prospectus relating to the Notes is required to be delivered under the Act (including in connection with the distribution of any Notes acquired from the Company by you as principal), any event occurs as a result of which the Prospectus as then supplemented would include any untrue statement of a mate- rial fact or omit to state any material fact necessary to make the statements therein, in the light of the circum- stances under which they were made, not misleading, or if it shall be necessary at any time to amend the Registra- tion Statement or to supplement the Prospectus to comply with the Act or the Exchange Act or, as applicable, the Rules and Regulations, the Company promptly will, at its expense, (i) notify you, as well as each other Agent, if any, to suspend solicitation of offers to purchase Notes (and, if so notified by the Company, each Agent shall forthwith suspend such solicitation and cease using the Prospectus as then supplemented), (ii) prepare and file with the Commission, subject to the first sentence of paragraph (a) of this Section 4, an amendment or supple- ment which will correct such statement or omission or effect such compliance and (iii) supply any supplemented Prospectus to you in such quantities as you may reasonably request. If such amendment or supplement, and any docu- ments, certificates and opinions furnished to you pursuant to paragraphs (g), (j), (k) and (l) of this Section 4 in connection with the preparation or filing of such amend- ment or supplement are satisfactory in all respects to you, you will, upon the filing of such amendment or sup- plement with the Commission and upon the effectiveness of an amendment to the Registration Statement, if such an amendment is required, resume the solicitation of offers to purchase Notes hereunder. (c) The Company, during the period when a prospectus relating to the Notes is required to be delivered under the Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13(a), -11- 13(c), 14 or 15(d) of the Exchange Act and will furnish to you copies of such documents. In addition, on or prior to the date on which the Company makes any announcement to the general public concerning earnings or concerning any other event which is required to be described, or which the Company proposes to describe, in a document filed pur- suant to the Exchange Act, the Company will furnish to you the information contained or to be contained in such announcement. The Company also will furnish to you copies of all press releases or announcements furnished to news or wire services and any other material press releases and announcements. While any prospectus is required to be delivered the Company will immediately notify you of any downgrading or any review of a possible change in the rat- ing accorded any of the Company's securities by any "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), as soon as the Company learns of any such down- grading or notice. (d) As soon as practicable after the date of each Terms Agreement and each "effective date" (as defined in Rule 158 under the Act) of the Registration Statement with respect to each sale of Notes, the Company will make gen- erally available to its security holders an earnings statement that satisfies the provisions of Section 11(a) of the Act and Rule 158 under the Act. (e) The Company will furnish to each Agent, without charge, a copy of the Registration Statement, including exhibits and all amendments thereto, any related prelimi- nary prospectus, and any related preliminary prospectus supplement, and, so long as delivery of a prospectus may be required by the Act, the Prospectus and all supplements thereto (other than Pricing Supplements relating to sales of Notes not solicited or purchased by you), in each case as soon as available and in such quantities as each Agent may reasonably request. (f) The Company will arrange for the qualification of the Notes for sale and the determination of their eli- gibility for investment under the laws of such jurisdic- tions as each Agent may reasonably request and, will con- tinue such qualifications in effect so long as required for the distribution of the Notes; provided that the Com- pany shall not be required to qualify to do business in any jurisdiction where it is not now qualified or to file -12- a general consent to service of process in any jurisdiction. (g) The Company shall furnish to you such informa- tion, documents, certificates of officers of the Company and opinions of counsel for the Company relating to the business, operations and affairs of the Company, the Reg- istration Statement, the Prospectus, and any amendments thereof or supplements thereto, the Indenture, the Notes, this Agreement, the Procedures and the performance by the Company and you of its and your respective obligations hereunder and thereunder as any of you may from time to time and at any time prior to the termination of this Agreement reasonably request. (h) The Company will, whether or not any sale of Notes is consummated, pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, filing and distribution under the Act of the Registration State- ment (including financial statements and exhibits), the Prospectus and all amendments and supplements to any of them prior to or during the period specified in para- graph (e) above, (ii) the printing and delivery of the Prospectus and all amendments or supplements to it during the period specified in paragraph (e) above, (iii) the preparation, issuance and delivery of the Notes, (iv) the fees and disbursements of the Company's counsel and accountants and of the Trustees and their counsel, (v) the printing and delivery of this Agreement, any Preliminary and Supplemental Blue Sky Memoranda and all other agree- ments, memoranda, correspondence and other documents printed and delivered in connection with the offering of the Notes, (vi) the registration or qualification of the Notes for offer and sale under the securities or Blue Sky laws of the several states (including the reasonable fees and disbursements of special counsel for the Agents relat- ing to such registration or qualification and memoranda relating thereto), (vii) filings and clearance with the National Association of Securities Dealers, Inc. in con- nection with the offering of the Notes, (viii) any fees charged by rating agencies for the rating of the Notes, (ix) the reasonable fees and disbursements of Davis Polk & Wardwell, your counsel, incurred in connection with the offering and sale of the Notes, including any opinions to be rendered by such counsel hereunder, (x) if provided in any applicable Terms Agreement, the listing of the Notes on the New York Stock Exchange, (xi) furnishing such -13- copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Notes by the Agents or by dealers to whom the Notes may be sold[, and (xii) any out-of-pocket expenses incurred by you, provided that any advertising expenses incurred by you shall have been approved by the Company. (i) Each acceptance by the Company of an offer to purchase Notes will be deemed to be an affirmation that its representations and warranties contained in this Agreement are true and correct at the time of such accep- tance, as though made at and as of such time, and a cove- nant that such representations and warranties will be true and correct at the time of delivery to the purchaser of the Notes relating to such acceptance, as though made at and as of such time (it being understood that for purposes of the foregoing affirmation and covenant such representa- tions and warranties shall relate to the Registration Statement and Prospectus as amended or supplemented at each such time). Each such acceptance by the Company of an offer for the purchase of Notes shall be deemed to constitute an additional representation, warranty and agreement by the Company that, as of the settlement date for the sale of such Notes, after giving effect to the issuance of such Notes, of any other Notes to be issued on or prior to such settlement date and of any other Securi- ties to be issued and sold by the Company on or prior to such settlement date, the aggregate amount of Securities (including any Notes) which have been issued and sold by the Company will not exceed the amount of Securities reg- istered pursuant to the Registration Statement. The Com- pany will inform you promptly upon your request of the aggregate amount of Securities registered under the Regis- tration Statement which remain unsold. (j) Each time that the Registration Statement or the Prospectus is amended or supplemented (other than by an amendment or supplement relating to any offering of Secu- rities other than the Notes or providing solely for the specification of or a change in the maturity dates, the interest rates, the issuance prices or other similar terms of any Notes sold pursuant hereto), the Company will deliver or cause to be delivered promptly to you a cer- tificate of the Company, signed by the Chairman of the Board, an Executive Vice President, a Senior Vice Presi- dent, a Vice President or the Treasurer of the Company, -14- dated the date of the effectiveness of such amendment or the date of the filing of such supplement, in form reason- ably satisfactory to you, of the same tenor as the cer- tificate referred to in Section 5(d) but modified to relate to the last day of the fiscal quarter for which financial statements of the Company were last filed with the Commission and to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement. (k) Each time that the Registration Statement or the Prospectus is amended or supplemented (other than by an amendment or supplement (i) relating to any offering of Securities other than the Notes or (ii) providing solely for the specification of or a change in the maturity dates, the interest rates, the issuance prices or other terms of any Notes sold pursuant hereto), the Company shall furnish or cause to be furnished promptly to you a written opinion of each of counsel of the Company and of outside counsel to the Company, currently dated, in form and substance satisfactory to you, of the same tenor as each of the opinions referred to in Sections 5(b)(x) and 5(b)(y), respectively, but modified to relate to the Reg- istration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement or, in lieu of such opinion, counsel last furnishing such an opinion to you may furnish you with a letter to the effect that you may rely on such last opinion to the same extent as though it were dated the date of such letter authorizing reliance (except that statements in such last opinion will be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of the effectiveness of such amendment or the filing of such supplement). (l) Each time that the Registration Statement or the Prospectus is amended or supplemented to include or incor- porate amended or supplemental financial information, the Company shall cause its independent public accountants promptly to furnish to you a letter, currently dated, in form reasonably satisfactory to you, of the same tenor as the letter referred to in Section 5(e) with such changes as may be necessary to reflect the amended and supplemen- tal financial information included or incorporated by -15- reference in the Registration Statement and the Pro- spectus, as amended or supplemented to the date of such letter. (m) The obligation of the Company to comply with the provisions of Sections 4(j), 4(k) and 4(l) shall be sus- pended during such time as solicitations of offers to pur- chase the Notes shall have been suspended by the Company pursuant to Section 2(a); provided, however, that if the Company notifies you that you may resume solicitations, the Company shall furnish to you the certificates, opin- ions and letters that would have been required to be fur- nished but for such suspension of solicitations. (n) During the period, if any, specified in any Terms Agreement, the Company shall not, without the prior consent of the Purchaser issue or announce the proposed issuance of any of its debt securities, including Notes, with terms substantially similar to the Notes being pur- chased pursuant to such Terms Agreement. 5. Conditions to Your Obligations as Agent. Your obligations as Agent to solicit offers to purchase the Notes shall be subject to the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, on the Effective Date, when any supplement to the Prospectus is filed with the Commission, at the time of such solicitation of offers to purchase the Notes and as of each Closing Date, to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions: (a) If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospec- tus, and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b); and no stop order suspending the effectiveness of the Reg- istration Statement shall have been issued and no proceed- ings for that purpose shall have been instituted or threatened. (b) (x) The Company shall have furnished to you the opinion of the General Counsel of the Company, dated the Execution Time, to the effect that: -16- (i) the Company and each of its subsidiaries has been duly incorporated, is duly qualified and is in good standing as a foreign corporation and is authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified or to be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; (ii) the Company and each of its subsidiaries have all necessary consents, authorizations, approv- als, orders, certificates and permits of and from, and have made all declarations and filings with, all federal, state, local and other governmental author- ities, all self-regulatory organizations and all courts and other tribunals, to own, lease, license and use their properties and assets and to conduct their businesses in the manner described in the Pro- spectus, as amended or supplemented, except to the extent that the failure to so obtain, make or file would not have a material adverse effect on the Com- pany and its subsidiaries, taken as a whole; (iii) the execution, delivery and performance of this Agreement, the Indentures and the Notes and com- pliance by the Company with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby (a) to such counsel's knowledge, will not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except as such may by required under the secu- rities or Blue Sky laws of the various states), (b) will not conflict with or constitute a breach of any of the terms or provisions of the charter or by-laws of the Company, (c) to such counsel's knowl- edge, will not constitute a material breach of any of the terms or provisions of, or a material default under, the charter or by-laws of any of the Company's subsidiaries or any agreement, indenture or other instrument to which the Company or any of its subsid- iaries is a party or by which the Company or any of its subsidiaries or their respective properties is bound and which is material to the Company and its subsidiaries, taken as a whole, or (d) to such -17- counsel's knowledge, will not violate or conflict with any laws, administrative regulations or rulings or court decrees applicable to the Company or any or its subsidiaries or their respective properties; (iv) such counsel does not know of any legal or governmental proceeding pending or threatened to which the Company or any of its subsidiaries is a party or to which any of their respective property is subject which is required to be described in the Reg- istration Statement or the Prospectus and is not so described, or of any contract or other document which is required to be described in the Registration Statement or the Prospectus or is required to be filed as an exhibit to the Registration Statement which is not described or filed as required; and (v) to the knowledge of such counsel, (a) each document filed pursuant to the Exchange Act and incorporated by reference in the Registration State- ment and the Prospectus (except for financial state- ments, related schedules and statistical information of a financial nature contained or incorporated therein as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder and (b) the Registration Statement and the Prospectus and any supplement or amendment thereto (except for financial statements, related schedules and statistical information of a financial nature as to which no opinion need be expressed) comply as to form in all material respects with the Act, the Trust Indenture Act and the applicable rules and regula- tions of the Commission thereunder. Such counsel shall additionally state that such coun- sel has participated in conferences, in person or by tele- phone, with officers and other representatives of the Com- pany, representatives of the independent public accoun- tants for the Company and your representatives and special counsel for the Agents, at which the contents of the Reg- istration Statement and the Prospectus and related matters were discussed, and although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus, on the -18- basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers and other rep- resentatives of the Company), no facts have come to the attention of such counsel which would lead such counsel to believe that at the time the Registration Statement became effective either the Registration Statement or any amend- ment thereto 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 in light of the circumstances in which they were made not misleading or that the Prospectus, as amended or supple- mented at the date of the opinion, contains an untrue statement of a material fact 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 (except that no opinion need be expressed as to the financial statements or financial or statistical data contained or incorporated therein). References to the Prospectus in this paragraph (b) include any supplements thereto at the date such opinion is rendered. (y) You shall have received an opinion, dated the Execution Time, of counsel for the Company, to the effect that: (i) the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority required to carry on its business as it is currently being con- ducted and to own its properties; (ii) this Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company, enforceable in accordance with its terms except as (a) the enforce- ability hereof may be limited by bankruptcy, insol- vency or similar laws affecting creditors' rights generally, (b) the availability of equitable remedies may be limited by equitable principles of general applicability and (c) rights to indemnity and contri- bution hereunder may be limited by applicable law; (iii) the Indentures have been duly qualified under the Trust Indenture Act, and have been duly -19- authorized, executed and delivered by the Company and (assuming the due authorization, execution and deliv- ery by the relevant Trustee) are valid and binding agreements of the Company, enforceable in accordance with their terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (iv) the Notes have been duly authorized and established in conformity with the provisions of the relevant Indenture and, if the Notes had been exe- cuted by the Company and authenticated by the rele- vant Trustee or its duly appointed agent in accor- dance with the provisions of the relevant Indenture and delivered to and duly paid for by the purchasers thereof on the date of such opinion, the Notes would be entitled to the benefits of such Indenture and would be valid and binding obligations of the Com- pany, enforceable in accordance with their respective terms except as (a) the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally and (b) rights of acceleration and the availability of equitable remedies may be limited by equitable principles of general applicability; (v) the Company's authorized capitalization is as set forth in the Prospectus; (vi) the Registration Statement has become effective under the Act, and, to the knowledge of such counsel, no stop order suspending its effective- ness has been issued and no proceedings for that pur- pose are pending before or threatened by the Commission; (vii) the execution, delivery, and performance of this Agreement and the Indentures and the issuance and sale of the Notes and compliance by the Company with all the provisions hereof and thereof and the consummation of the transactions contemplated hereby and thereby (a) will not require any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other -20- governmental body (except as such may be required under the securities or Blue Sky laws of the various states), (b) will not conflict with or constitute a breach of any of the terms or provisions of the char- ter or by-laws of the Company, (c) to such counsel's knowledge, will not conflict in any material respect with or constitute a material breach of any of the terms or provisions of, or a material default under, the charter or by-laws of any of the Company's sub- sidiaries or any agreement, indenture or other instrument to which the Company or any of its subsid- iaries is a party or by which the Company or any of its subsidiaries or their respective properties is bound, and which is material to the Company and its subsidiaries, taken as a whole, or (d) to such coun- sel's knowledge, will not violate or conflict in any material respect with any laws, administrative regu- lations or rulings or court decrees applicable to the Company or any of its subsidiaries or their respec- tive properties (other than Blue Sky or state securi- ties laws as to which such counsel need express no opinion); (viii) the Company is not an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended; (ix) each document filed pursuant to the Exchange Act and incorporated by reference in the Registration Statement and the Prospectus (except for financial statements, related schedules and statisti- cal information of a financial nature contained or incorporated therein as to which such counsel need not express any opinion) complied when so filed as to form in all material respects with the Exchange Act and the applicable Rules and Regulations thereunder and the Registration Statement and the Prospectus and any supplement or amendment thereto (except for financial statements, related schedules and statisti- cal information of a financial nature as to which no opinion need be expressed) comply as to form in all material respects with the Act, the Trust Indenture Act and the applicable rules and regulations there- under; -21- (x) the statements under the captions "Descrip- tion of Debt Securities," "Description of Capital Stock" and "Description of Securities Warrants" in the Prospectus, and under "Description of Notes" in the Prospectus Supplement, as amended or supple- mented, insofar as such statements constitute a sum- mary of legal matters or documents, fairly present the information called for with respect to such legal matters and documents; and (xi) the statements in the Prospectus Supplement under the caption "United States Taxation" fairly and accurately summarize the material United States fed- eral income tax consequences of the ownership and disposition of the Notes. Such counsel shall additionally state that such coun- sel has participated in conferences, in person or by tele- phone, with officers and other representatives of the Com- pany, representatives of the independent public accoun- tants for the Company and your representatives and special counsel for the Agents, at which the contents of the Reg- istration Statement and the Prospectus and related matters were discussed, and although such counsel is not passing upon and does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement and the Prospectus, on the basis of the foregoing (relying as to materiality to a large extent upon the opinions of officers and other rep- resentatives of the Company), no facts have come to the attention of such counsel which would lead such counsel to believe that at the time the Registration Statement became effective either the Registration Statement or any amend- ment thereto 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 in light of the circumstances in which they were made not misleading or that the Prospectus, as amended or supple- mented at the date of the opinion, contains an untrue statement of a material fact 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 (except that no statement need be made as to the financial statements or financial or statistical data contained or incorporated therein). -22- The opinions described in this paragraph 5(b) shall be rendered to you at the request of the Company and shall so state therein. (c) You shall have received from Davis Polk & Wardwell or other counsel for the Agents, such opinion or opinions, dated the Execution Time, with respect to the issuance and sale of the Notes, the Indenture, the Regis- tration Statement, the Prospectus (together with any sup- plement thereto) and other related matters as you may rea- sonably require, and the Company shall have furnished to such counsel such documents as such counsel may request for the purpose of enabling such counsel to pass upon such matters. In such opinion, Davis Polk & Wardwell or other counsel for the Agents may state that their opinion is based upon their participation in the preparation of the Prospectus and any amendments or supplements thereto (but not including documents incorporated therein by reference) and review and discussion of the contents thereof (includ- ing documents incorporated therein by reference), but are without independent check or verification, except as specified. Notwithstanding the foregoing, the opinions described in subparagraph (iii) and that next following subparagraph (v) of paragraph (b)(x) and subparagraphs (iv) (except as to due authorization of the Notes), (vii), (ix) and that next following subparagraph (x) of paragraph (b)(y) above, when contained in an opinion delivered at Execution Time or pursuant to Section 6(b), shall be deemed not to address the application of the Commodity Exchange Act, as amended, or the rules, regulations or interpretations of the Commodity Futures Trading Commission to Notes the pay- ments of principal or interest on which will be determined by reference to one or more currency exchange rates, com- modity prices, equity indices or other factors. (d) The Company shall have furnished to you a cer- tificate of the Company, signed by the Chief Executive Officer, a Senior Vice President, a Vice President or the Treasurer of the Company, dated the Execution Time, to the effect that the signers of such certificate have examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct in all -23- material respects on and as of the date hereof with the same effect as if made on the date hereof and the Company has complied with all the agreements and sat- isfied all the conditions on its part to be performed or satisfied as a condition to your obligation, as Agent, to solicit offers to purchase the Notes; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Prospectus (exclusive of any supplement thereto), there has been no material adverse change in the condition (financial or other), earnings, business or properties of the Company and its subsidiaries, whether or not arising from trans- actions in the ordinary course of business, except as set forth in or contemplated in the Prospectus (exclusive of any supplement thereto). (e) At the Execution Time, Ernst & Young LLP, inde- pendent accountants for the Company, shall have furnished to you a letter, dated the date hereof, in form and sub- stance reasonably satisfactory to you, containing state- ments and information of the type customarily included in accountants' "comfort letters" to underwriters with respect to certain financial information relating to the Company contained in the Registration Statement and the Prospectus. (f) Prior to the Execution Time, the Company shall have furnished to you such further information, documents, certificates and opinions of counsel as you may reasonably request. (g) Subsequent to the Execution Time and prior to any Closing Date there shall not have occurred (i) any downgrading or any review of a possible change in the rat- ing accorded any of the Company's securities by any "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act) with negative implications or that does not indi- cate the direction of the possible change; (ii) any change, or any development involving a prospective change, in or affecting particularly the business or properties of -24- the Company or its subsidiaries which, in your reasonable judgment, materially impairs the investment quality of the Notes; (iii) any suspension or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market; (iv) any banking moratorium declared by Federal or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substan- tial national or international calamity or emergency if, in your reasonable judgment, the effect of any such out- break, escalation, declaration, calamity or emergency makes it impractical or inadvisable to proceed with com- pletion of the sale of and payment for the Notes. If any of the conditions specified in this Section 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to you and special counsel for the Agents, this Agreement and all of your obligations hereunder may be cancelled at any time by you. Notice of such cancella- tion shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 5 shall be delivered at the office of Davis Polk & Wardwell, special counsel for the Agents, at 450 Lexington Ave- nue, New York, New York, on the date hereof. 6. Conditions to the Obligations of a Purchaser. The obligations of a Purchaser to purchase any Notes will be subject to the accuracy of the representations and warranties on the part of the Company herein as of the date of the related Terms Agreement and as of the Closing Date for such Notes, to the performance and observance by the Company of all covenants and agreements herein contained on its part to be performed and observed and to the following additional conditions precedent: (a) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or threatened. -25- (b) To the extent agreed to between the Company and the Purchaser in a Terms Agreement, the Purchaser shall have received, appropriately updated, (i) a certificate of the Company, dated as of the Closing Date, to the effect set forth in Section 5(d) (except that references to the Prospectus shall be to the Prospectus as supplemented as of the date of such Terms Agreement), (ii) (x) the opinion of the General Counsel for the Company, dated as of the Closing Date, to the effect set forth in Section 5(b)(x) and (y) the opinion of counsel to the Company, dated as of the Closing Date, to the effect set forth in Section 5(b)(y), (iii) the opinion of special counsel for the Agents, dated as of the Closing Date, to the effect set forth in Section 5(c), and (iv) letter of independent accountants for the Company, dated as of the Closing Date, to the effect set forth in Section 5(e). (c) Prior to the Closing Date, the Company shall have furnished to the Purchaser such further information, certificates and documents as the Purchaser may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled in all material respects when and as provided in this Agreement and the applicable Terms Agree- ment, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement or such Terms Agreement and required to be delivered to the Purchaser pursuant to the terms hereof and thereof shall not be in all material respects reasonably satisfactory in form and substance to the Purchaser and special counsel for the Agents, such Terms Agreement and all obligations of the Purchaser thereunder and with respect to the Notes subject thereto may be canceled at, or at any time prior to, the respective Closing Date by the Purchaser. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. 7. Right of Person Who Agreed To Purchase To Refuse To Purchase. (a) The Company agrees that any person who has agreed to purchase and pay for any Note pursuant to a solici- tation by you, as Agent, shall have the right to refuse to pur- chase such Note if, at the Closing Date therefor, any condition set forth in Section 5 or 6, as applicable, shall not be satisfied. (b) The Company agrees that any person who has agreed to purchase and pay for any Note pursuant to a -26- solicitation by you, as Agent, shall have the right to refuse to purchase such Note if, subsequent to the agreement to pur- chase such Note, any change, condition or development specified in any of Sections 9(b)(i) through (v) shall have occurred (with your reasonable judgment, as Agent, being substituted for any judgment of a Purchaser required therein) the effect of which is, in your reasonable judgment, so material and adverse as to make it impractical or inadvisable to proceed with the sale and delivery of such Note (it being understood that under no circumstance shall you have any duty or obligation to the Company or to any such person to exercise the judgment permit- ted to be exercised under this Section 7(b) and Section 9(b)). 8. Indemnification and Contribution. (a) The Com- pany agrees to indemnify and hold you harmless and each person who controls you within the meaning of Section 15 of the Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages, liabilities and judgments (including, without limitation, any legal or other expenses reasonably incurred by you or any such controlling person in connection with defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact contained in the registration statement for the registration of the Securities as originally filed or in any amendment thereof, or in the Prospectus or any preliminary Prospectus, or in any amendment thereof or supplement thereto, or that arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not mis- leading, except insofar as such losses, claims, damages, lia- bilities or judgments are caused by any such untrue statement or alleged untrue statement or omission or alleged omission made therein based upon and in conformity with information fur- nished in writing to the Company expressly for use therein by you or any other Agent, if any. (b) In case any action shall be brought against you or any person controlling you, based upon the Registration Statement or in any amendment thereof or supplement thereto, or in the Prospectus or in any supplement thereto or upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the state- ments therein not misleading and with respect to which indem- nity may be sought against the Company, you shall promptly notify the Company in writing and the Company shall assume the defense thereof, including the employment of counsel and pay- ment of all fees and expenses. You or any person controlling -27- you shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at your expense or at the expense of such controlling person unless (i) the employment of such counsel shall have been specifically authorized in writing by the Company, (ii) the Company shall have failed to assume the defense and employ counsel or (iii) the named parties to any such action (including any impleaded parties) include both you or such controlling person and the Company and (A) you or such controlling person shall have been advised by such counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Company or (B) representation of both parties by the same counsel would be inappropriate due to actual or potential dif- fering interests between them (in which case the Company shall not have the right to assume the defense of such action on behalf of you or such controlling person, it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same gen- eral allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addi- tion to any appropriate local counsel) for you and your con- trolling persons, and that all such fees and expenses shall be reimbursed as they are incurred). The Company shall not be liable for any settlement of any such action effected without its written consent but if settled with the written consent of the Company, the Company agrees to indemnify and hold harmless you and any such controlling person from and against any loss or liability by reason of such settlement. No indemnifying party shall, without the prior written consent of the indem- nified party (which shall not be unreasonably withheld), effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is a named party or threatened to be named and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding. (c) You agree to indemnify and hold harmless the Company, its directors, its officers who sign the Registration Statement and any person controlling the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company to you but only with reference to information furnished in writing by or on behalf of you expressly for use in the -28- Registration Statement, the Prospectus or any preliminary prospectus. In case any action shall be brought against the Company, any of its directors, any such officer or any person controlling the Company based on the Registration Statement or any amendment thereof or supplement thereto or the Prospectus or in any supplement thereto and in respect of which indemnity may be sought against you, you shall have the rights and duties given to the Company (except that if the Company shall have assumed the defense thereof, you shall not be required to do so, but may employ separate counsel therein and participate in the defense thereof but the fees and expenses of such counsel shall be at your expense), and the Company, its directors, any such officer and any person controlling the Company shall have the rights and duties given to you, by Section 8(b) hereof. (d) If the indemnification provided for in this Section 8 is unavailable to an indemnified party in respect of any losses, claims, damages, liabilities or judgments referred to herein, then each indemnifying party, in lieu of indemnify- ing such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities and judgments (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and you on the other hand from the offering of the Notes or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and you in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or judgments, as well as any other relevant equitable considerations. The relative benefits received by the Company and you shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company, and the total discounts and commissions received by you, bear to the total price to the public of the Notes, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the Company and you shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information sup- plied by the Company or you and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. -29- The Company and you agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable con- siderations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or judgments referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indem- nified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, you shall not be required to contribute any amount in excess of the amount by which the total price at which the Notes offered by you and distributed to the public were offered to the public exceeds the amount of any damages which you would have otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the mean- ing of Section 11(f) of the Act) shall be entitled to contribu- tion from any person who was not guilty of such fraudulent mis- representation. In the event one or more Agents solicit offers to purchase Notes pursuant to the same prospectus supplement in which such Agents are named obligations to contribute pursuant to this Section 8(d) shall be in proportion to the respective number of Securities purchased by each of such Agents hereunder and not joint. Each party entitled to contribution agrees that upon the service of a summons or other initial legal process upon it in any action instituted against it in respect to which contribution may be sought, it shall promptly give written notice of such service to the party or parties from whom con- tribution may be sought, but the omission so to notify such party or parties of any such service shall not relieve the party from whom contribution may be sought for any obligation it may have hereunder or otherwise. 9. Termination. (a) This Agreement will continue in effect until terminated as provided in this Section 9. This Agreement may be terminated either by the Company as to any Agent or by you insofar as this Agreement relates to you as an Agent, by giving written notice of such termination to you or the Company, as the case may be. This Agreement shall so ter- minate at the close of business on the first business day fol- lowing the receipt of such notice by the party to whom such notice is given. In the event of such termination, no party shall have any liability to the other party hereto, except as provided in the fourth paragraph of Section 2(a), Section 4(h), -30- Section 8 and Section 10, provided, however, that such termina- tion shall be without prejudice to any rights, obligations or liabilities of either party hereto accrued or incurred prior to such termination. (b) Each Terms Agreement shall be subject to termi- nation by the Purchaser, by notice given to the Company prior to delivery of any payment for any Note to be purchased there- under, if prior to such time there shall have occurred, subse- quent to the agreement to purchase such Note, (i) any downgrad- ing or potential downgrading or any review of a possible change in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act) with negative implications or that does not indicate the direction of the possible change; (ii) any change, or any development involving a prospective change, in or affecting particularly the business or properties of the Company or its subsidiaries which, in your reasonable judgment, materially impairs the investment quality of the Notes; (iii) any suspen- sion or limitation of trading in securities generally on the New York Stock Exchange, or any setting of minimum prices for trading on such exchange, or any suspension of trading of any securities of the Company on any exchange or in the over-the- counter market; (iv) any banking moratorium declared by Federal or New York authorities; or (v) any outbreak or escalation of major hostilities in which the United States is involved, any declaration of war by Congress or any other substantial national or international calamity or emergency if, in your reasonable judgment, the effect of any such outbreak, escala- tion, declaration, calamity or emergency makes it impractical or inadvisable to proceed with completion of the sale of and payment for the Notes. 10. Survival of Certain Provisions. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of you set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of you or the Company or any of the directors, officers, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of Sections 4(h) and 8 hereof shall survive the termination or cancellation of this Agreement. The provisions of this Agreement (including without limitation Section 7 hereof) applicable to any purchase of a Note for which an agreement to purchase exists prior to the termination -31- hereof shall survive any termination of this Agreement. If at the time of termination of this Agreement any Purchaser shall own any Notes with the intention of selling them, the provi- sions of Section 4 shall remain in effect until such Notes are sold by the Purchaser. 11. Notices. All communications hereunder will be in writing and effective only on receipt, and, if sent to any of you, will be mailed, delivered or sent by facsimile and con- firmed to such of you, at the address specified in Schedule I hereto; or, if sent to the Company, will be mailed, delivered or sent by facsimile and confirmed to it at General Signal Cor- poration, High Ridge Park, Stamford, Connecticut 06904, Atten- tion: Edgar J. Smith, Jr., Esq. (facsimile (203) 329-4396). 12. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, their respective successors, the directors, officers, employees, agents and controlling persons referred to in Section 8 hereof and, to the extent provided in Section 7, any person who has agreed to purchase Notes, and no other person will have any right or obligation hereunder. 13. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 14. Applicable Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York. -32- If the foregoing is in accordance with your under- standing of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Com- pany and you. Very truly yours, GENERAL SIGNAL CORPORATION By: ___________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date hereof. [INSERT NAME OF AGENT] By:_____________________ Name: Title: SCHEDULE I Commissions: The Company agrees to pay each Agent a commission equal to the following percentage of the principal amount of each Note sold on an agency basis by such Agent: Term Commission Rate From 9 months to less than 1 year............... .125% From 1 year to less than 18 months.............. .150% From 18 months to less than 2 years............. .200% From 2 years to less than 3 years............... .250% From 3 years to less than 4 years............... .350% From 4 years to less than 5 years............... .450% From 5 years to less than 6 years............... .500% From 6 years to less than 7 years............... .550% From 7 years to less than 10 years.............. .600% From 10 years to less than 15 years............. .625% From 15 years to less than 20 years............. .650% From 20 years to less than 30 years............. .750% From 30 years up to and including 40 years............................ .875% Unless otherwise specified in the applicable Terms Agreement, the discount or commission payable to a Purchaser shall be determined on the basis of the commission schedule set forth above. Commissions on Notes with a stated maturity in excess of 40 years will be negotiated at the time of sale. Address for Notice to you: Notices to the Agent shall be directed to it at , Attention: . EXHIBIT A General Signal Corporation Medium-Term Note Administrative Procedures April 30, 1996 General Signal Corporation's (the "Company") Medium- Term Senior Notes, Series A, and Medium-Term Subordinated Notes, Series A (collectively, the "Notes") Due Not Less Than Nine Months From Date of Issue are to be offered on a contin- uous basis. From time to time the Company may appoint one or more agents to be named in a Pricing Supplement (as defined) (each an "Agent" and collectively, the "Agents") to solicit purchasers of the Notes, in fully registered form, on the Com- pany's behalf. Agents are not obligated to purchase Notes for their own account, however, Agents may do so (as set forth in the immediately succeeding paragraph) in accordance with Sec- tion 2 of the attached Distribution Agreement between the Com- pany and you, as an Agent. The Notes are being sold pursuant to the Distribution Agreement and may be issued either on par- ity with (the "Senior Notes") or as subordinated to (the "Sub- ordinated Notes") other unsecured and unsubordinated indebted- ness of the Company, in each case as set forth in a pricing supplement (a "Pricing Supplement"). The Notes have been reg- istered with the Securities and Exchange Commission (the "Com- mission"). The Senior Notes will be issued under an Indenture dated as of April 15, 1996 (the "Senior Indenture"), between the Company and Chemical Bank, as trustee (the "Senior Trustee"). The Subordinated Notes will be issued under an Indenture dated as of April 15, 1996 (the "Subordinated Indenture" and, together with the Senior Indenture, the "Indentures") between the Com- pany and The Chase Manhattan Bank, N.A., as trustee (the "Sub- ordinated Trustee" and, together with the Senior Trustee, the "Trustees"). The Indentures and the Trustees are hereinafter sometimes referred to as the "Indenture" and the "Trustee," respectively. The Distribution Agreement provides that Notes may also be purchased by an Agent acting solely as principal and not as agent. In the event of any such purchase, the functions of both the Agent and the beneficial owner under the adminis- trative procedures set forth below shall be performed by such Agent acting solely as principal, unless otherwise agreed to between the Company and such Agent acting as principal. Each Note will be represented by either a Global Security (as defined hereinafter) delivered to the Trustee, as -2- agent for The Depository Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC (a "Book-Entry Note") or a certificate delivered to the Holder thereof or a Person designated by such Holder (a "Certificated Note"). Only Notes denominated and payable in U.S. dollars may be issued as Book- Entry Notes. An owner of a Book-Entry Note will not be enti- tled to receive a certificate representing such Note. The procedures to be followed during, and the spe- cific terms of, the solicitation of orders by an Agent and the sale as a result thereof by the Company are explained below. Administrative and record-keeping responsibilities will be han- dled for the Company by its Treasury Department. The Company will advise each Agent and the applicable Trustee in writing of those persons handling administrative responsibilities with whom each Agent and the Trustee are to communicate regarding orders to purchase Notes and the details of their delivery. Administrative procedures and specific terms of the offering are explained below. Book-Entry Notes will be issued in accordance with the administrative procedures set forth in Part I hereof, as adjusted in accordance with changes in DTC's operating requirements, and Certificated Notes will be issued in accordance with the administrative procedures set forth in Part II hereof. Unless otherwise defined herein, terms defined in the Indenture and the Notes shall be used herein as therein defined. Notes for which interest is calculated on the basis of a fixed interest rate, which may be zero, are referred to herein as "Fixed Rate Notes". Notes for which interest is cal- culated on the basis of a floating interest rate are referred to herein as "Floating Rate Notes". To the extent the proce- dures set forth below conflict with the provisions of the Notes, the applicable Indenture, DTC's operating requirements or the Distribution Agreement, the relevant provisions of the Notes, the Indenture, DTC's operating requirements and the Dis- tribution Agreement shall control. PART I Administrative Procedures for Book-Entry Notes In connection with the qualification of the Book- Entry Notes for eligibility in the book-entry system maintained by DTC, the Senior Trustee in the case of the Senior Notes, and the Subordinated Trustee in the case of the Subordinated Notes -3- will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from the Company and the Senior Trustee or the Subordinated Trustee, as the case may be, to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between the Senior Trustee or the Subordinated Trustee, as the case may be, and DTC and its obli- gations as a participant in DTC, including DTC's Same-Day Funds Settlement system ("SDFS"). Issuance: On any date of settlement (as defined under "Settlement" below) for one or more Book-Entry Notes, the Company will issue a single glo- bal security (subject to "Denominations" below) in fully registered form without coupons (a "Global Security") representing up to $300,000,000 principal amount of all such Book-Entry Notes that have the same original issue date, original issue discount provisions, if any, Interest Payment Dates, Regular Record Dates, Interest Payment Period, redemption, repayment and extension provisions, if any, Matur- ity Date, and, in the case of Fixed Rate Notes, interest rate, or, in the case of Floating Rate Notes, initial interest rate, Interest Rate Basis, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier, if any, minimum interest rate, if any, and maximum interest rate, if any (collectively, the "Terms"). Each Global Security will be dated and issued as of the date of its authen- tication by the Trustee. Each Glo- bal Security will bear an original issue date, which will be (i) with respect to an original Global Secu- rity (or any portion thereof), the original issue date specified in such Global Security and (ii) fol- lowing a consolidation of Global Securities, with respect to the Glo- bal Security resulting from such -4- consolidation, or with respect to any Global Security issued in lieu of a destroyed, lost or stolen Glo- bal Security, the most recent Inter- est Payment Date to which interest has been paid or duly provided for on the predecessor Global Securi- ties, regardless of the date of authentication of such resulting Global Security. No Global Security will represent (i) both Fixed Rate and Floating Rate Book-Entry Notes or (ii) any Certificated Note. Identification Numbers: The Company has arranged with the CUSIP Service Bureau of Standard & Poor's Corporation (the "CUSIP Ser- vice Bureau") for the reservation of a series of CUSIP numbers, which series consists of approximately 900 CUSIP numbers and relates to Global Securities representing Book-Entry Notes and book-entry medium-term notes issued by the Company with other series designations. The Trustee, the Company and DTC have obtained from the CUSIP Service Bureau a written list of such reserved CUSIP numbers. The Company will assign CUSIP numbers to Global Securities as described below under Settlement Procedure "B". DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Company has assigned to Global Securities. The Trustee will notify the Company at any time when fewer than 100 of the reserved CUSIP numbers remain unassigned to Global Securities, and, if it deems neces- sary, the Company will reserve addi- tional CUSIP numbers for assignment to Global Securities. Upon obtain- ing such additional CUSIP numbers, the Company shall deliver a list of such additional CUSIP numbers to the Trustee and DTC. -5- Registration: Global Securities will be issued only in fully registered form with- out coupons. Each Global Security will be registered in the name of CEDE & CO., as nominee for DTC, on the securities register for the Notes maintained under the Inden- ture. The beneficial owner of a Book-Entry Note (or one or more indirect participants in DTC desig- nated by such owner) will designate one or more participants in DTC (with respect to such Book-Entry Note, the "Participants") to act as agent or agents for such owner in connection with the book-entry sys- tem maintained by DTC, and DTC will record in book-entry form, in accor- dance with instructions provided by such Participants, a credit balance with respect to such beneficial owner in such Book-Entry Note in the account of such Participants. The ownership interest of such benefi- cial owner (or such participant) in such Book-Entry Note will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC. Transfers: Transfer of a Book-Entry Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such Note. Exchanges: The Trustee may deliver to DTC and the CUSIP Service Bureau at any time a written notice of consolidation (a copy of which shall be attached to the resulting Global Security described below) specifying (i) the CUSIP numbers of two or more -6- outstanding Global Securities that represent (A) Fixed Rate Book-Entry Notes having the same Terms and for which interest has been paid to the same date or (B) Floating Rate Book- Entry Notes having the same Terms and for which interest has been paid to the same date, (ii) a date, occurring at least thirty days after such written notice is delivered and at least thirty days before the next Interest Payment Date for such Book- Entry Notes, on which such Global Securities shall be exchanged for a single replacement Global Security and (iii) a new CUSIP number, obtained from the Company, to be assigned to such replacement Global Security. Upon receipt of such a notice, DTC will send to its partic- ipants (including the Trustee) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the speci- fied exchange date, the Trustee will deliver to the CUSIP Service Bureau a written notice setting forth such exchange date and such new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Global Securities to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Global Securities for a single Global Secu- rity bearing the new CUSIP number and the CUSIP numbers of the exchanged Global Securities will, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. Notwith- standing the foregoing, if the Glo- bal Securities to be exchanged exceed $200,000,000 in aggregate principal amount, one Global Secu- rity will be authenticated and issued to represent each -7- $200,000,000 of principal amount of the exchanged Global Securities and an additional Global Security will be authenticated and issued to rep- resent any remaining principal amount of such Global Securities (see "Denominations" below). Maturities: Each Book-Entry Note will mature on a date not less than nine months after the Original Issue Date for such Note. A Floating Rate Book- Entry Note will mature only on an Interest Payment Date for such Note. Any Note denominated in Pounds Ster- ling will mature on a date not less than one year, nor more than five years, after its Original Issue Date. Denominations: Book-Entry Notes will be issued in principal amounts of $1,000 or any integral multiple of $1,000. Global Securities will be denominated in principal amounts not in excess of $200,000,000. If one or more Book- Entry Notes having an aggregate principal amount in excess of $200,000,000 would, but for the pre- ceding sentence, be represented by a single Global Security, then one Global Security will be authenti- cated and issued to represent each $200,000,000 principal amount of such Book-Entry Note or Notes and an additional Global Security will be authenticated and issued to repre- sent any remaining principal amount of such Book-Entry Note or Notes. In such a case, each of the Global Securities representing such Book- Entry Note or Notes shall be assigned the same CUSIP number. -8- Interest: General. Interest, if any, on each Book-Entry Note will accrue from the original issue date for the first interest period or the last date to which interest has been paid, if any, for each subsequent interest period, on the Global Security representing such Book-Entry Note, and will be calculated and paid in the manner described in such Book- Entry Note and in the Prospectus (as defined in the Distribution Agree- ment), as supplemented by the appli- cable Pricing Supplement. Unless otherwise specified therein, each payment of interest on a Book-Entry Note will include interest accrued to but excluding the Interest Pay- ment Date (provided that, in the case of Floating Rate Book-Entry Notes which reset daily or weekly, interest payments will include accrued interest to but excluding the Regular Record Date immediately preceding the Interest Payment Date) or to but excluding Maturity (other than a Maturity of a Fixed Rate Book-Entry Note occurring on the 31st day of a month, in which case such payment of interest will include interest accrued to but excluding the 30th day of such month). Interest payable at the Maturity of a Book-Entry Note will be payable to the Person to whom the principal of such Note is payable. Standard & Poor's Corporation will use the information received in the pending deposit message described under Settlement Procedure "C" below in order to include the amount of any interest payable and certain other information regarding the related Global Security in the appropriate (daily or weekly) bond report published by Standard & Poor's Corporation. -9- Regular Record Dates. The Regular Record Date with respect to any Interest Payment Date shall be the date fifteen calendar days immedi- ately preceding such Interest Pay- ment Date (whether or not a Business Day). Interest Payment Dates on Fixed Rate Book-Entry Notes. Unless otherwise specified pursuant to Settlement Procedure "A" below, interest pay- ments on Fixed Rate Book-Entry Notes will be made semi-annually on January 15 and July 15 of each year and at Maturity; provided, however, that if an Interest Payment Date for a Fixed Rate Book-Entry Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such pay- ment for the period from and after such Interest Payment Date; provided further, that in the case of a Fixed Rate Book-Entry Note issued between a Regular Record Date and an Inter- est Payment Date, the first interest payment will be made on the Interest Payment Date following the next suc- ceeding Regular Record Date. Interest Payment Dates on Floating Rate Book-Entry Notes. Interest payments will be made on Floating Rate Book-Entry Notes monthly, quar- terly, semi-annually or annually. Unless otherwise agreed upon, inter- est will be payable, in the case of Floating Rate Book-Entry Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly Interest Payment Period, on the third Wednes- day of February, May, August and November of each year; with a semi-annual Interest Payment Period -10- on the third Wednesday of the two months specified pursuant to Set- tlement Procedure "A" below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to Settlement Procedure "A" below; pro- vided, however, that if an Interest Payment Date for a Floating Rate Book-Entry Note would otherwise be a day that is not a Business Day with respect to such Floating Rate Book- Entry Note, such Interest Payment Date will be the next succeeding Business Day with respect to such Floating Rate Book-Entry Note, except in the case of a Floating Rate Book-Entry Note for which the Base Rate is LIBOR, if such Business Day is in the next succeeding calen- dar month, such Interest Payment Date will be the immediately preced- ing Business Day; and provided fur- ther, that in the case of a Floating Rate Book-Entry Note issued between a Regular Record Date and an Inter- est Payment Date, the first interest payment will be made on the Interest Payment Date following the next suc- ceeding Regular Record Date. Notice of Interest Payment and Regu- lar Record Dates. On the first Business Day of January, April, July and October of each year, the Trus- tee will deliver to the Company and DTC a written list of Regular Record Dates and Interest Payment Dates that will occur with respect to Book-Entry Notes during the six-month period beginning on such first Business Day. Promptly after each Interest Determination Date for Floating Rate Book-Entry Notes, the Trustee, as Calculation Agent, will notify Standard & Poor's Corporation -11- of the interest rates determined on such Interest Determination Date. Calculation of Interest: Fixed Rate Book-Entry Notes. Inter- est on Fixed Rate Book-Entry Notes (including interest for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months. Floating Rate Book-Entry Notes. Interest rates on Floating Rate Book-Entry Notes will be determined as set forth in the form of Notes. Interest on Floating Rate Book-Entry Notes, except as otherwise set forth therein, will be calculated on the basis of actual days elapsed and a year of 360 days, except that in the case of a Floating Rate Book-Entry Note for which the Base Rate is Treasury Rate, interest will be cal- culated on the basis of the actual number of days in the year. Payments of Principal Payment of Interest Only. Promptly and Interest: after each Regular Record Date, the Trustee will deliver to the Company and DTC a written notice setting forth, by CUSIP number, the amount of interest to be paid on each Glo- bal Security on the following Inter- est Payment Date (other than an Interest Payment Date coinciding with Maturity) and the total of such amounts. DTC will confirm the amount payable on each Global Secu- rity on such Interest Payment Date by reference to the appropriate (daily or weekly) bond reports pub- lished by Standard & Poor's Corpora- tion. The Company will pay to the Trustee, as paying agent, the total amount of interest due on such Interest Payment Date (other than at Maturity), and the Trustee will pay such amount to DTC, at the times and -12- in the manner set forth below under "Manner of Payment". Payments at Maturity. On or about the first Business Day of each month, the Trustee will deliver to the Company and DTC a written list of principal and interest to be paid on each Global Security maturing (on a Maturity or Redemption Date or otherwise) in the following month and a written statement indicating the total principal amount of Out- standing Global Securities as of the immediately preceding Business Day. The Trustee, the Company and DTC will confirm the amounts of such principal and interest payments with respect to each such Global Security on or about the fifth Business Day preceding the Maturity of such Glo- bal Security. On or before Matur- ity, the Company will pay to the Trustee, as paying agent, the prin- cipal amount of such Global Secu- rity, together with interest due at such Maturity. The Trustee will pay such amount to DTC at the times and in the manner set forth below under "Manner of Payment". If any Matur- ity of a Global Security represent- ing Book-Entry Notes is not a Busi- ness Day, the payment due on such day shall be made on the next suc- ceeding Business Day and no interest shall accrue on such payment for the period from and after such Maturity. Promptly after payment to DTC of the principal and interest due at Matur- ity of such Global Security, the Trustee will cancel such Global Security in accordance with the Indenture and so advise the Company. -13- Manner of Payment. The total amount of any principal and interest due on Global Securities on any Interest Payment Date or at Maturity shall be paid by the Company to the Trustee in immediately available funds no later than 9:30 A.M. (New York City time) on such date. The Company will make such payment on such Glo- bal Securities by instructing the Trustee to withdraw funds from an account maintained by the Company with the Trustee or by wire transfer to the Trustee. The Company will confirm any such instructions in writing to the Trustee. Prior to 10 A.M. (New York City time) on the date of Maturity or as soon as pos- sible thereafter, the Trustee will pay by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each pay- ment of principal (together with interest thereon) due on a Global Security on such date. On each Interest Payment Date (other than at Maturity), interest payments shall be made to DTC, in funds available for immediate use by DTC, in accor- dance with existing arrangements between the Trustee and DTC. On each such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for imme- diate use to the respective Partici- pants in whose names the Book-Entry Notes represented by such Global Securities are recorded in the book- entry system maintained by DTC. None of the Company (as issuer or as paying agent) or the Trustee shall have any direct responsibility or -14- liability for the payment by DTC to such Participants of the principal of and interest on the Book-Entry Notes. Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Book-Entry Note will be determined and withheld by the Par- ticipant, indirect participant in DTC or other Person responsible for forwarding payments and materials directly to the beneficial owner of such Note. Procedures upon Company Notice to Trustee Regarding Company's Exercise Exercise of Optional Reset. Not of Optional Reset less than 45 or more than 60 days or Optional before an Optional Reset Date as Extension of Maturity: set forth in a Book-Entry Note, the Company will notify the Trustee whether it is exercising its option to reset the Interest Rate or Spread or Spread Multiplier, as the case may be, for such Book-Entry Note, and if so, (i) the new Interest Rate or Spread or Spread Multiplier, as the case may be, for such Book-Entry Note during the period from such Optional Reset Date to the next Optional Reset Date as set forth in such Book-Entry Note or, if there is no such next Optional Reset Date, to the Stated Maturity of such Book- Entry Note (the "Subsequent Interest Period"); and (ii) the provisions, if any, for redemption of such Book- Entry Note during such Subsequent Interest Period, including the date or dates on which or the period or periods during which such redemption may occur during such Subsequent Interest Period. -15- Company Notice to Trustee Regarding Exercise of Optional Extension of Maturity. If the Company elects to exercise an option, as set forth in a Book-Entry Note, to extend the Stated Maturity of such Note, it will so notify the Trustee no less than 45 or more than 60 days before the Stated Maturity of such Book- Entry Note, and will further indi- cate (i) the new Stated Maturity; (ii) the Interest Rate or Spread or Spread Multiplier, as the case may be; and (iii) the provisions, if any, for redemption of such Book- Entry Note during such extension period, including the date or dates on which or the period or periods during which such redemption may occur during such extension period. Trustee Notice to DTC Regarding Com- pany's Exercise of Optional Exten- sion or Reset. Upon receipt of notice from the Company regarding the Company's exercise of either an optional extension of maturity or an optional reset, the Trustee will hand-deliver a notice to DTC not less than 40 days before the Optional Reset Date (in which case a "Reset Notice") or the Stated Matur- ity (in which case an "Extension Notice"), as the case may be, which Reset Notice or Extension Notice shall identify such Book-Entry Note by CUSIP number and shall contain the information required by the terms of the Book-Entry Note. Trustee Notice to Company Regarding Option To Be Repaid. If, after receipt of either a Reset Notice or an Extension Notice, DTC exercises the option for repayment by tender- ing the Global Security representing the Book-Entry Note to be repaid as -16- set forth in such Note, the Trustee shall give notice to the Company not less than 22 days before the Optional Reset Date or the old Stated Maturity, as the case may be, of the principal amount of Book- Entry Notes to be repaid on such Optional Reset Date or old Stated Maturity, as the case may be. Company Notice Regarding New Inter- est Rate or New Spread or Spread Multiplier. If the Company elects to revoke the Interest Rate or Spread or Spread Multiplier and establish a higher interest rate or Spread or Spread Multiplier for an Optional Reset Period or extension period, as the case may be, it shall, not less than 20 days before such Optional Reset Date or old Stated Maturity, so notify the Trus- tee. The Trustee will immediately thereafter notify DTC of the new Interest Rate or Spread or Spread Multiplier applicable to such Book- Entry Note. Trustee Notice to Company Regarding DTC Revocation of Option To Be Repaid. If, after DTC has tendered any Book-Entry Notes for repayment pursuant to an Extension Notice or an Optional Reset Notice, DTC then revokes such tender for repayment, the Trustee shall give notice to the Company not less than five days prior to the Stated Maturity or Optional Reset Date, as the case may be, of such revocation and of the principal amount of Book-Entry Notes for which tender for repayment has been revoked. Deposit of Repayment Price. On or before any old Stated Maturity where the Maturity has been extended, and -17- on or before an Optional Reset Date, the Company shall deposit with the Trustee an amount of money suffi- cient to pay the principal amount, plus interest accrued to such old Stated Maturity or Optional Reset Date, as the case may be, for all the Book-Entry Notes or portions thereof which are to be repaid on such old Stated Maturity or Optional Reset Date, as the case may be. The Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedures upon Company Notice to Trustee Regarding Company's Exercise Exercise of Optional Redemption. of Optional Redemption: At least 30 days but not more than 60 days prior to the date on which it intends to redeem Book-Entry Note, the Company will notify the Trustee that it is exercising such option with respect to such Book- Entry Note on such date. Trustee Notice to DTC Regarding Com- pany's Exercise of Optional Redemp- tion. After receipt of notice that the Company is exercising its option to redeem a Book-Entry Note, the Trustee will, at least 30 days before the redemption date for such Book-Entry Note, hand deliver to DTC a notice identifying such Book-Entry Note by CUSIP number and informing DTC of the Company's exercise of such option with respect to such Book-Entry Note. Deposit of Redemption Price. On or before any redemption date, the Com- pany shall deposit with such Trustee an amount of money sufficient to pay the redemption price, plus interest accrued to such redemption date, for all the Book-Entry Notes or portions thereof which are to be repaid on -18- such redemption date. Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Payments of Principal Trustee Notice to Company of Option and Interest upon To Be Repaid. Upon receipt of Exercise of Optional notice of exercise of the option for Repayment (Except repayment and the Global Securities Pursuant to Company's representing the Book-Entry Notes so Exercise of Optional to be repaid as set forth in such Reset or Optional Notes, the Trustee shall (unless Extension): such notice was received pursuant to the Company's exercise of an optional reset or an optional exten- sion of maturity, in each of which cases the relevant procedures set forth above are to be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Book-Entry Notes to be repaid on such Optional Repayment Date. Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such Trustee an amount of money suf- ficient to pay the optional repay- ment price, and accrued interest thereon to such date, of all the Book-Entry Notes or portions thereof which are to be repaid on such date. Such Trustee will use such money to repay such Book-Entry Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company will discuss with Setting and Posting: each Agent from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Book-Entry Notes that may be sold as a result of the solicitation of orders by -19- such Agent. If the Company decides to set prices of, and rates borne by, any Book-Entry Notes in respect of which Agents are to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Company decides to change prices or rates previously posted by it, it will promptly advise each Agent of the prices and rates to be posted. Acceptance and Unless otherwise instructed by the Rejection of Orders: Company, each Agent will advise the Company promptly by telephone of all orders to purchase Book-Entry Notes received by such Agent, other than those rejected by it in whole or in part in the reasonable exercise of its discretion. Unless otherwise agreed by the Company and each Agent, the Company has the sole right to accept orders to purchase Book-Entry Notes and may reject any such orders in whole or in part. Preparation of If any order to purchase a Book- Pricing Supplement: Entry Note is accepted by or on behalf of the Company, the Company will prepare a pricing supplement (a "Pricing Supplement") reflecting the applicable interest rates and other terms of such Book-Entry Note and will arrange to have the Pricing Supplement filed with the Commission in accordance with the applicable para- graph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which pre- sented the order (the "Presenting Agent"). The Presenting Agent will cause a Prospectus and Pricing Supplement to be delivered to the purchaser of such Book-Entry Note. -20- In each instance that a Pricing Sup- plement is prepared, the Presenting Agent will affix the Pricing Supple- ment to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of Solici- The Company reserves the right, in tation; Amendment or its sole discretion, to instruct Supplement: each Agent to suspend at any time, for any period of time or perma- nently, the solicitation of orders to purchase Book-Entry Notes. Upon receipt of such instructions, all such Agents will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Company suspends solicitation of purchases there shall be any orders outstanding for settlement, the Com- pany will promptly advise each Agent and the Trustee whether such orders may be settled and whether copies of the Prospectus as in effect at the time of the suspension, together with the appropriate Pricing Supple- ment, may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements that may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration State- ment (as defined in the Distribution Agreement) or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with -21- such certificates and opinions as are required, all to the extent required by and in accordance with the terms of the Distribution Agree- ment. Subject to the provisions of the Distribution Agreement, the Com- pany may file with the Commission any such supplement to the Prospec- tus relating to the Notes. The Com- pany will provide each Agent and the Trustee with copies of any such sup- plement, and confirm to each Agent that such supplement has been filed with the Commission pursuant to the applicable paragraph of Rule 424(b). Procedures For Rate When the Company has determined Changes: to change the interest rates of Book-Entry Notes being offered, it will promptly advise each Agent and each Agent will forthwith suspend solicitation of orders. Agents will telephone the Company with recommen- dations as to the changed interest rates. At such time as the Company has advised each Agent of the new interest rates, Agents may resume solicitation of orders. Until such time only "indications of interest" may be recorded. Delivery of Prospectus: A copy of the Prospectus and a Pric- ing Supplement relating to a Book- Entry Note must accompany or precede the earliest of any written offer of such Book-Entry Note, confirmation of the purchase of such Book-Entry Note and payment for such Book-Entry Note by its purchaser. If notice of a change in the terms of the Book- Entry Notes is received by the Agents between the time an order for a Book-Entry Note is placed and the time written confirmation thereof is sent by the Presenting Agent to a customer or his agent, such confir- mation shall be accompanied by a -22- Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Pro- spectus and Pricing Supplement as herein described with respect to each Book-Entry Note sold by it. The Company will make such delivery if such Book-Entry Note is sold directly by the Company to a pur- chaser (other than an Agent). Confirmation: For each order to purchase a Book- Entry Note solicited by any Agent and accepted by or on behalf of the Company, the Presenting Agent will issue a confirmation to the pur- chaser, with a copy to the Company, setting forth the details set forth above and delivery and payment instructions. Settlement: The receipt by the Company of imme- diately available funds in payment for a Book-Entry Note and the authentication and issuance of the Global Security representing such Book-Entry Note shall constitute "settlement" with respect to such Book-Entry Note. All orders accepted by the Company will be set- tled on the third Business Day fol- lowing the date of sale of such Book-Entry Note pursuant to the timetable for settlement set forth below unless the Company and the purchaser agree to settlement on another day which shall be no ear- lier than the next Business Day fol- lowing the date of sale. Settlement Procedures: Settlement Procedures with regard to each Book-Entry Note sold by the Company through any Agent, as agent, shall be as follows: -23- A. The Presenting Agent will advise the Company by telephone of the following settlement information: 1. Principal amount. 2. Maturity Date. 3. In the case of a Fixed Rate Book-Entry Note, the inter- est rate or, in the case of a Floating Rate Book-Entry Note, the Interest Rate Basis, initial interest rate (if known at such time), Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Mul- tiplier (if any), Minimum Interest Rate (if any) and Maximum Interest Rate (if any). 4. Interest Payment Dates and the Interest Payment Period. 5. Redemption, repayment and extension provisions, if any. 6. Settlement date. 7. Price. 8. Presenting Agent's commis- sion, determined as provided in Section 2 of the Distri- bution Agreement. 9. Whether such Book-Entry Note is issued at an original issue discount ("OID") and, if so, the total amount of OID, the yield to maturity and the initial accrual period OID. -24- 10. Any other applicable provisions. B. The Company will assign a CUSIP number to the Global Security representing such Book-Entry Note and then advise the Trustee by telephone (confirmed in writ- ing at any time on the same date) or electronic transmission of the information set forth in Settlement Procedure "A" above, such CUSIP number and the name of the Presenting Agent. The Company will also notify the Presenting Agent by telephone of such CUSIP number as soon as practicable. Each such communi- cation by the Company shall con- stitute a representation and warranty by the Company to the Trustee and the Presenting Agent that (i) such Note is then, and at the time of issuance and sale thereof will be, duly authorized for issuance and sale by the Company, (ii) such Note, and the Global Security representing such Note, will conform with the terms of the Indenture for such Note, and (iii) upon authentica- tion and delivery of such Global Security, the aggregate initial offering price of all Notes issued under the Indenture will not exceed $300,000,000 (except for Book-Entry Notes represented by Global Securities authenti- cated and delivered in exchange for or in lieu of Global Securi- ties pursuant to the Indenture and except for Certificated Notes authenticated and deliv- ered upon registration of trans- fer of, in exchange for, or in lieu of Certificated Notes pur- suant to any such Section). -25- C. The Trustee will enter a pending deposit message through DTC's Participant Terminal System pro- viding the following settlement information to DTC (which shall route such information to Standard & Poor's Corporation), the Presenting Agent and, upon request, the Trustee: 1. The information set forth in Settlement Procedure "A". 2. Identification as a Fixed Rate Book-Entry Note or a Floating Rate Book-Entry Note. 3. Initial Interest Payment Date for such Book-Entry Note, number of days by which such date succeeds the related Regular Record Date and amount of interest pay- able on such Interest Pay- ment Date. 4. The Interest Payment Period. 5. CUSIP number of the Global Security representing such Book-Entry Note. 6. Whether such Global Security will represent any other Book-Entry Note (to the extent known at such time). D. To the extent the Company has not already done so, the Company will deliver to the Trustee a Global Security in a form that has been approved by the Com- pany, the Agents and the Trus- tee. -26- E. The Trustee will complete such Book-Entry Note, stamp the appropriate legend, as instructed by DTC, if not already set forth thereon, and authenticate the Global Security representing such Book-Entry Note. F. DTC will credit such Book-Entry Note to the Trustee's partici- pant account at DTC. G. The Trustee will enter a SDFS delivery order through DTC's Participant Terminal System instructing DTC to (i) debit such Book-Entry Note to the Trustee's participant account and credit such Book-Entry Note to the Presenting Agent's par- ticipant account and (ii) debit the Presenting Agent's settle- ment account and credit the Trustee's settlement account for an amount equal to the price of such Book-Entry Note less the Presenting Agent's commission. The entry of such a delivery order shall constitute a repre- sentation and warranty by the Trustee to DTC that (i) the Glo- bal Security representing such Book-Entry Note has been issued and authenticated and (ii) the Trustee is holding such Global Security pursuant to the Medium- Term Note Certificate Agreement between the Trustee and DTC. H. The Presenting Agent will enter an SDFS delivery order through DTC's Participant Terminal Sys- tem instructing DTC (i) to debit such Book-Entry Note to the Pre- senting Agent's participant account and credit such Book- -27- Entry Note to the participant accounts of the Participants with respect to such Book-Entry Note and (ii) to debit the settlement accounts of such Par- ticipants and credit the settle- ment account of the Presenting Agent for an amount equal to the price of such Book-Entry Note. I. Transfers of funds in accordance with SDFS delivery orders described in Settlement Procedures "G" and "H" will be settled in accordance with SDFS operating procedures in effect on the settlement date. J. The Trustee will, upon receipt of funds from the Presenting Agent in accordance with Settle- ment Procedure "G", wire trans- fer to the account of the Com- pany maintained at The Chase Manhattan Bank, N.A., One Chase Plaza, New York, New York, funds available for immediate use in the amount transferred to the Trustee in accordance with Settlement Procedure "G". K. The Presenting Agent will con- firm the purchase of such Book- Entry Note to the purchaser either by transmitting to the Participants with respect to such Book-Entry Note a confirma- tion order or orders through DTC's institutional delivery system or by mailing a written confirmation to such purchaser. Settlement Procedures For orders of Book-Entry Notes Timetable: solicited by any Agent and accepted by the Company for settlement on the first Business Day after the sale date, Settlement Procedures "A" -28- through "K" set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time A 11:00 A.M. on the sale date B 12:00 Noon on the sale date C 2:00 P.M. on the sale date D 3:00 P.M. on the day before settlement E 9:00 A.M. on settle- ment date F 10:00 A.M. on settle- ment date G-H 2:00 P.M. on settle- ment date I 4:45 P.M. on settle- ment date J-K 5:00 P.M. on settle- ment date If a sale is to be settled more than one Business Day after the sale date, Settlement Procedures "A", "B" and "C" shall be completed as soon as practicable but no later than 11:00 A.M. and 12:00 Noon on the first Business Day after the sale date and no later than 2:00 P.M. on the Business Day before the settle- ment date, respectively. If the initial interest rate for a Floating Rate Book-Entry Note has not been determined at the time that Settle- ment Procedure "A" is completed, Settlement Procedures "B" and "C" shall be completed as soon as such rate has been determined but no later than 12:00 Noon and 2:00 P.M., -29- respectively, on the Business Day before the settlement date. Settle- ment Procedure "I" is subject to extension in accordance with any extension of Fedwire closing dead- lines and in the other events speci- fied in SDFS operating procedures in effect on the settlement date. If settlement of a Book-Entry Note is rescheduled or canceled, the Trustee will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 2:00 P.M. on the Business Day immediately preceding the scheduled settlement date. Failure To Settle: If the Trustee fails to enter an SDFS delivery order with respect to a Book-Entry Note pursuant to Settlement Procedure "G", the Trus- tee may deliver to DTC, through DTC's Participant Terminal System, as soon as practicable, a withdrawal message instructing DTC to debit such Book-Entry Note to the Trust- ee's participant account. DTC will process the withdrawal message, pro- vided that the Trustee's participant account contains a principal amount of the Global Security representing such Book-Entry Note that is at least equal to the principal amount to be debited. If a withdrawal mes- sage is processed with respect to all the Book-Entry Notes represented by a Global Security, the Trustee will cancel such Global Security in accordance with the Indenture and so advise the Company and the Trustee will make appropriate entries in its records. The CUSIP number assigned to such Global Security shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If a -30- withdrawal message is processed with respect to one or more, but not all, of the Book-Entry Notes represented by a Global Security, the Trustee will exchange such Book-Entry Note for two Global Securities, one of which shall represent such Book- Entry Notes and shall be canceled immediately after issuance and the other of which shall represent the other Book-Entry Notes previously represented by the surrendered Glo- bal Security and shall bear the CUSIP number of the surrendered Glo- bal Security. If the purchase price for any Book- Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a Person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the Pre- senting Agent may enter SDFS deliv- ery orders through DTC's Participant Terminal System reversing the orders entered pursuant to Settlement Procedures "H" and "G", respec- tively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding para- graph. If such failure shall have occurred for any reason other than a default by the Presenting Agent in the performance of its obligations hereunder and under the Distribution Agreement, then the Company will reimburse the Presenting Agent or the Trustee, as applicable, on an equitable basis for the loss of the use of the funds during the period when they were credited to the account of the Company. -31- Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to one or more, but not all, of the Book-Entry Notes to have been represented by a Global Security, the Trustee will provide, in accordance with Settle- ment Procedure "E", for the authen- tication and issuance of a Global Security representing the other Book-Entry Notes to have been repre- sented by such Global Security and will make appropriate entries in its records. Trustee Not to Nothing herein shall be deemed to Risk Funds: require the Trustee to risk or expend its own funds in connection with any payment to the Company, DTC, the Agents or the purchaser, it being understood by all parties that payments made by the Trustee to the Company, DTC, the Agents or the pur- chaser shall be made only to the extent that funds are provided to the Trustee for such purpose. Authenticity of The Company will cause the Trustee Signatures: to furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, em- ployees or agents who has been authorized by the Trustee to authen- ticate Book-Entry Notes, but no Agent will have any obligation or liability to the Company or the Trustee in respect of the authentic- ity of the signature of any officer, employee or agent of the Company or the Trustee on any Book-Entry Note. -32- Payment of Expenses: Each Agent shall forward to the Com- pany, on a monthly basis, a state- ment of the out-of-pocket expenses incurred by such Agent during that month that are reimbursable to it pursuant to the terms of the Distri- bution Agreement. The Company will remit payment to each Agent cur- rently on a monthly basis. Advertising Costs: The Company will determine with the Agents the amount of advertising that may be appropriate in solicit- ing offers to purchase the Book- Entry Notes. Advertising expenses will be paid by the Company. Periodic Statements Periodically, the Trustee from the Trustee: will send to the Company a statement setting forth the principal amount of Book-Entry Notes Outstanding as of that date and setting forth a brief description of any sales of Book-Entry Notes of which the Com- pany has advised the Trustee but which have not yet been settled. -33- PART II Administrative Procedures for Certificated Notes The Trustee will serve as registrar and transfer agent in connection with the Certificated Notes. Issuance: Each Certificated Note will be dated and issued as of the date of its authentication by the Trustee. Each Certificated Note will bear an Origi- nal Issue Date, which will be (i) with respect to an original Certificated Note (or any portion thereof), its original issuance date (which will be the settlement date) and (ii) with respect to any Certificated Note (or portion thereof) issued subsequently upon transfer or exchange of a Certif- icated Note or in lieu of a destroyed, lost or stolen Certificated Note, the Original Issue Date of the predecessor Certificated Note, regardless of the date of authentication of such subse- quently issued Certificated Note. Registration: Certificated Notes will be issued only in fully registered form without coupons. Transfers and A Certificated Note may be presented Exchanges: for transfer or exchange at the prin- cipal corporate trust office in the City of New York of the Trustee. Cer- tificated Notes will be exchangeable for other Certificated Notes having identical terms but different autho- rized denominations without service charge. Certificated Notes will not be exchangeable for Book-Entry Notes. Maturities: Each Certificated Note will mature on a date not less than nine months after the settlement date for such Note. A Floating Rate Certificated Note will mature only on an Interest Payment Date for such Note. Any Note denomi- nated in Japanese yen will mature on a -34- date not less than one year from the Original Issue Date (as defined below) for such Note. Any Note denominated in Pounds Sterling will mature on a date not less than one year, nor more than five years, after its Original Issue Date. Denominations: The denomination of any Certificated Note denominated in U.S. dollars will be a minimum of $1,000 or any integral multiple of $1,000. The authorized denominations of Certificated Notes denominated in any other currency will be specified pursuant to "Settlement Procedures" below. Interest: General. Interest, if any, on each Certificated Note will accrue from the original issue date for the first interest period or the last date to which interest has been paid, if any, for each subsequent interest period, and will be calculated and paid in the manner described in such Note and in the Prospectus, as supplemented by the applicable Pricing Supplement. Unless otherwise specified therein, each pay- ment of interest on a Certificated Note will include interest accrued to but excluding the Interest Payment Date (provided that, in the case of Certificated Notes which reset daily or weekly, interest payments will include accrued interest to but excluding the Regular Record Date immediately preceding the Interest Payment Date) or to but excluding Maturity (other than a Maturity of a Fixed Rate Certificated Note occurring on the 31st day of a month, in which case such payment of interest will include interest accrued to but excluding the 30th day of such month). Regular Record Dates. The Regular Record Dates with respect to any -35- Interest Payment Date shall be the date fifteen calendar days immediately preceding such Interest Payment Date (whether or not a Business Day). Fixed Rate Certificated Notes. Unless otherwise specified pursuant to Settlement Procedure "A" below, inter- est payments on Fixed Rate Certifi- cated Notes will be made semiannually on January 15 and July 15 of each year and at Maturity; provided, however, that if any Interest Payment Date for a Fixed Rate Certificated Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no inter- est shall accrue on such payment for the period from and after such Inter- est Payment Date; provided further, that in the case of a Fixed Rate Cer- tificated Note issued between a Regu- lar Record Date and an Interest Pay- ment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Floating Rate Certificated Notes. Interest payments will be made on Floating Rate Certificated Notes monthly, quarterly, semi-annually or annually. Interest will be payable, in the case of Floating Rate Certifi- cated Notes with a monthly Interest Payment Period, on the third Wednesday of each month; with a quarterly inter- est Payment Period, on the third Wednesday of February, May, August and November of each year; with a semi- annual Interest Payment Period, on the third Wednesday of the two months specified pursuant to Settlement Procedure "A" below; and with an annual Interest Payment Period, on the third Wednesday of the month specified pursuant to Settlement Procedure "A" -36- below; provided, however, that if an Interest Payment Date for a Floating Rate Certificated Note would otherwise be a day that is not a Business Day with respect to such Floating Rate Certificated Note, such Interest Pay- ment Date will be the next succeeding Business Day with respect to such Floating Rate Certificated Note, except in the case of a Floating Rate Certificated Note for which the Base Rate is LIBOR, if such Business Day is in the next succeeding calendar month, such Interest Payment Date will be the immediately preceding Business Day; and provided further, that in the case of a Floating Rate Certificated Note issued between a Regular Record Date and an Interest Payment Date, the first interest payment will be made on the Interest Payment Date following the next succeeding Regular Record Date. Calculation of Fixed Rate Certificated Note. Interest: Interest on Fixed Rate Certificated Notes (including interest for partial periods) will be calculated on the basis of a 360-day year of twelve 30-day months. Floating Rate Certificated Notes. Interest rates on Floating Rate Cer- tificated Notes will be determined as set forth in the form of Notes. Interest on Floating Rate Certificated Notes, except as otherwise set forth therein, will be calculated on the basis of actual days elapsed and a year of 360 days, except that in the case of a Floating Rate Certificated Note for which the Base Rate is Trea- sury Rate, interest will be calculated on the basis of the actual number of days in the year. -37- Payments of Principal Interest, if any, on each Certifi- and Interest: cated Note will be calculated and paid in the manner described in such Note and in the Prospectus, as supplemented by the applicable Pricing Supplement. Unless otherwise provided in the Indenture or the Certificated Note, the first payment of interest on any Certificated Note originally issued between a Record Date and an Interest Payment Date will be made on the next succeeding Interest Payment Date. Interest payable at the Maturity of a Certificated Note will be payable to the Person to whom the principal of such Note is payable. Unless other arrangements are made, all interest payments (excluding interest payments made on the Maturity Date) will be made by check mailed to the person entitled thereto as provided above; provided, however, that the holder of $10,000,000 (or the equivalent thereof in other currencies) or more of Cer- tificated Notes with similar tenor and terms will be entitled to receive pay- ment by wire transfer in U.S. dollars. Within 10 days following each Record Date, the Trustee will inform the Com- pany of the total amount of the inter- est payments to be made by the Company on the next succeeding Interest Pay- ment Date. The Trustee will provide monthly to the Company a list of the principal and interest to be paid on Certificated Notes maturing in the next succeeding month. The Trustee will be responsible for withholding taxes on interest paid on Certificated Notes as required by applicable law. If the Maturity of a Certificated Note is not a Business Day, the payment due on such day shall be made on the next -38- succeeding Business Day and no inter- est shall accrue on such payment for the period from and after such Maturity. Procedures upon Company Notice to Trustee Regarding Company's Exercise Exercise of Optional Reset. Not less of Optional Reset than 45 or more than 60 days before or Optional Extension an Optional Reset Date as set forth of Maturity: in a Certificated Note, the Company will notify the Trustee whether it is exercising its option to reset the Interest Rate or Spread or Spread Mul- tiplier, as the case may be, for such Certificated Note, and if so, (i) the new Interest Rate or Spread or Spread Multiplier, as the case may be, for such Certificated Note during the period from such Optional Reset Date to the next Optional Reset Date as set forth in such Certificated Note or, if there is no such next Optional Reset Date, to the Maturity Date of such Certificated Note (the "Subsequent Interest Period"); and (ii) the provi- sions, if any, for redemption of such Certificated Note during such Subse- quent Interest Period, including the date or dates on which or the period or periods during which such redemp- tion may occur during such Subsequent Interest Period. Company Notice to Trustee Regarding Exercise of Optional Extension of Maturity. If the Company elects to exercise an option, as set forth in a Certificated Note, to extend the Maturity Date of such Note, it will so notify the Trustee no less than 45 or more than 60 days before the Maturity Date of such Certificated Note, and will further indicate (i) the new Maturity Date; (ii) the Interest Rate or Spread or Spread Multiplier, as the case may be; and (iii) the provisions, if any, for redemption of such -39- Certificated Note during such exten- sion period, including the date or dates on which or the period or peri- ods during which such redemption may occur during such extension period. Trustee Notice to Holders Regarding Company's Exercise of Optional Exten- sion or Reset. Upon receipt of notice from the Company regarding the Compa- ny's exercise of either an optional extension of maturity or an optional reset, the Trustee will mail a notice, first class, postage prepaid, to the Holder not less than 40 days before the Optional Reset Date (in which case a "Reset Notice") or the Maturity Date (in which case an "Extension Notice"), as the case may be, which Reset Notice or Extension Notice shall contain the information required by the terms of the Certificated Note. Trustee Notice to Company Regarding Option To Be Repaid. If, after receipt of either a Reset Notice or an Extension Notice, any Holder of a Cer- tificated Note exercises the option for repayment by tendering the Certif- icated Note to be repaid as set forth in the Certificated Note, the Trustee shall give notice to the Company not less than 22 days before the Optional Reset Date or the old Maturity Date, as the case may be, of the principal amount of Certificated Notes to be repaid on such Optional Reset Date or old Maturity Date, as the case may be. Company Notice Regarding New Interest Rate or New Spread or Spread Multi- plier. If the Company elects to revoke the Interest Rate or Spread or Spread Multiplier and establish a higher interest rate or Spread or Spread Multiplier for an Optional Reset Period or extension period, as -40- the case may be, it shall, not less than 20 days before such Optional Reset Date or old Maturity Date, so notify the Trustee. The Trustee will immediately thereafter notify the Holder of such Certificated Note, by first class mail, postage prepaid of the new Interest Rate or Spread or Spread Multiplier applicable to such Certificated Note. Trustee Notice to Company Regarding Holders' Revocation of Option To Be Repaid. If, after the Holder has ten- dered any Certificated Notes for repayment pursuant to an Extension Notice or an Optional Reset Notice, such Holder then revokes such tender for repayment, the Trustee shall give notice to the Company not less than five days prior to the Maturity Date or Optional Reset Date, as the case may be, of such revocation and of the principal amount of Certificated Notes for which tender for repayment has been revoked. Deposit of Repayment Price. On or before any old Maturity Date where the Maturity has been extended, and on or before an Optional Reset Date, the Company shall deposit with the Trustee an amount of money sufficient to pay the principal amount, plus interest accrued to such old Maturity Date or Optional Reset Date, as the case may be, for all the Certificated Notes or portions thereof which are to be repaid on such old Maturity Date or Optional Reset Date, as the case may be. Such Trustee will use such money to repay such Certificated Notes pur- suant to the terms set forth in such Notes. -41- Procedures upon Company Notice to Trustee Regarding Company's Exercise Exercise of Optional Redemption. of Optional Redemption: At least 30 days but not more than 60 days prior to the date on which it intends to redeem a Certificated Note, the Company will notify the Trustee that it is exercising such option with respect to such Certificated Note on such date. Trustee Notice to Holders Regarding Company's Exercise of Optional Redemp- tion. After receipt of notice that the Company is exercising its option to redeem a Certificated Note, the Trustee will, at least 30 days before the redemption date for such Certifi- cated Note, mail a notice, first class, postage prepaid, to the Holder of such Certificated Note informing such Holder of the Company's exercise of such option with respect to such Certificated Note. Deposit of Redemption Price. On or before any redemption date, the Com- pany shall deposit with such Trustee an amount of money sufficient to pay the redemption price, plus interest accrued to such redemption date, for all the Certificated Notes or portions thereof and which are to be repaid on such redemption date. Such Trustee will use such money to repay such Cer- tificated Notes pursuant to the terms set forth in such Notes. Payments of Principal Trustee Notice to Company of Option and Interest Upon To Be Repaid. Upon receipt of notice Exercise of Optional of exercise of the option for Repayment (Except repayment and the Global Securities Pursuant to Company's representing the Certificated Notes Exercise of Optional so to be repaid as set forth in such Reset or Optional Notes, the Trustee shall (unless such Extension): notice was received pursuant to the Company's exercise of an optional reset or an optional extension of -42- maturity, in each of which cases the relevant procedures set forth above are to be followed) give notice to the Company not less than 20 days prior to each Optional Repayment Date of such Optional Repayment Date and of the principal amount of Certificated Notes to be repaid on such Optional Repay- ment Date. Deposit of Repayment Price. On or prior to any Optional Repayment Date, the Company shall deposit with such Trustee an amount of money sufficient to pay the optional repayment price, and accrued interest thereon to such date, of all the Certificated Notes or portions thereof which are to be repaid on such date. Such Trustee will use such money to repay such Cer- tificated Notes pursuant to the terms set forth in such Notes. Procedure for Rate The Company will discuss with each Setting and Posting: Agent from time to time the aggregate principal amount of, the issuance price of, and the interest rates to be borne by, Notes that may be sold as a result of the solicitation of orders by such Agent. If the Company decides to set prices of, and rates borne by, any Notes in respect of which Agents are to solicit orders (the setting of such prices and rates to be referred to herein as "posting") or if the Com- pany decides to change prices or rates previously posted by it, it will promptly advise each Agent of the prices and rates to be posted. Acceptance and Unless otherwise instructed by the Rejection of Orders: Company, each Agent will advise the Company promptly by telephone of all orders to purchase Certificated Notes received by such Agent, other than those rejected by it in whole or in part in the reasonable exercise of its -43- discretion. Unless otherwise agreed by the Company and each Agent, the Company has the sole right to accept orders to purchase Certificated Notes and may reject any such orders in whole or in part. Before accepting any order to purchase a Certificated Note to be settled in less than three Business Days, the Company shall ver- ify that the Trustee will have ade- quate time to prepare and authenticate such Note. Preparation of If any order to purchase a Certifi- Pricing Supplement: cated Note is accepted by or on behalf of the Company, the Company will pre- pare a pricing supplement (a "Pricing Supplement") reflecting the interest rates and other terms of such Certi- fied Note and will arrange to have the Pricing Supplement filed with the Commis- sion in accordance with the applicable paragraph of Rule 424(b) under the Act and will supply at least ten copies thereof (and additional copies if requested) to the Agent which pre- sented the order (the "Presenting Agent"). The Presenting Agent will cause a Prospectus and Pricing Supple- ment to be delivered to the purchaser of such Certificated Note. In each instance that a Pricing Sup- plement is prepared, the Presenting Agent will affix the Pricing Supple- ment to Prospectuses prior to their use. Outdated Pricing Supplements (other than those retained for files) will be destroyed. Suspension of Solici- The Company reserves the right, in tation; Amendment or its sole discretion, to instruct each Supplement: Agent to suspend at any time for any period of time or permanently, the solicitation of orders to purchase Certificated Notes. Upon receipt of such instructions, all such Agents -44- will forthwith suspend solicitation until such time as the Company has advised them that such solicitation may be resumed. In the event that at the time the Com- pany suspends solicitation of pur- chases there shall be any orders out- standing for settlement, the Company will promptly advise each Agent and the Trustee whether such orders may be settled and whether copies of the Pro- spectus as in effect at the time of the suspension, together with the appropriate Pricing Supplement, may be delivered in connection with the settlement of such orders. The Com- pany will have the sole responsibility for such decision and for any arrange- ments that may be made in the event that the Company determines that such orders may not be settled or that cop- ies of such Prospectus may not be so delivered. If the Company decides to amend or supplement the Registration Statement or the Prospectus, it will promptly advise the Agents and furnish the Agents with the proposed amendment or supplement and with such certificates and opinions as are required, all to the extent required by and in accor- dance with the terms of the Distribu- tion Agreement. Subject to the provi- sions of the Distribution Agreement, the Company may file with the Commis- sion any supplement to the Prospectus relating to the Notes. The Company will provide each Agent and the Trus- tee with copies of any such supple- ment, and confirm to each Agent that such supplement has been filed with the Commission pursuant to the appli- cable paragraph of Rule 424(b). -45- Procedure for Rate When the Company has determined to Changes: change the interest rates of Certifi- cated Notes being offered, it will promptly advise each Agent and each Agent will forthwith suspend solicita- tion of orders. Agents will telephone the Company with recommendations as to the changed interest rates. At such time as the Company has advised each Agent of the new interest rates, Agents may resume solicitation of orders. Until such time only "indica- tions of interest" may be recorded. Delivery of Prospectus: A copy of the Prospectus and a Pricing Supplement relating to a Certificated Note must accompany or precede the earliest of any written offer of such Certificated Note, confirmation of the purchase of such Certificated Note and payment for such Certificated Note by its purchaser. If notice of a change in the terms of the Certificated Notes is received by the Agents between the time an order for a Certificated Note is placed and the time written confir- mation thereof is sent by the Present- ing Agent to a customer or his agent, such confirmation shall be accompanied by a Prospectus and Pricing Supplement setting forth the terms in effect when the order was placed. Subject to "Suspension of Solicitation; Amendment or Supplement" above, the Presenting Agent will deliver a Prospectus and Pricing Supplement as herein described with respect to each Certificated Note sold by it. The Company will make such delivery if such Certificated Note is sold directly by the Company to a purchaser (other than any Agent). Confirmation: For each order to purchase a Certifi- cated Note solicited by any Agent and accepted by or on behalf of the Com- pany, the Presenting Agent will issue a confirmation to the purchaser, with -46- a copy to the Company, setting forth the details set forth above and deliv- ery and payment instructions. Settlement: The receipt by the Company of immedi- ately available funds in exchange for an authenticated Certificated Note delivered to the Presenting Agent and the Presenting Agent's delivery of such Certificated Note against receipt of immediately available funds shall, with respect to such Certificated Note, constitute "settlement". All orders accepted by the Company will be settled on the third Business Day fol- lowing the date of sale pursuant to the timetable for settlement set forth below, unless the Company and the pur- chaser agree to settlement on another day which shall be no earlier than the next Business Day following the date of sale. Settlement Procedures: Settlement Procedures with regard to each Certificated Note sold by the Company through any Agent, as agent, shall be as follows: A. The Presenting Agent will advise the Company by telephone of the following settlement information, in time for the Trustee to prepare and authenticate the required Note: 1. Name in which such Certifi- cated Note is to be registered ("Registered Owner"). 2. Address of the Registered Owner and address for payment of principal and interest. 3. Taxpayer identification number of the Registered Owner (if available). 4. Principal amount. -47- 5. Maturity Date. 6. In the case of a Fixed Rate Certificated Note, the inter- est rate or, in the case of a Floating Rate Certificated Note, the initial interest rate (if known at such time), Interest Rate Basis, Index Maturity, Interest Reset Period, Interest Reset Dates, Spread or Spread Multiplier (if any), Minimum Interest Rate (if any) and Maximum Interest Rate (if any). 7. Interest Payment Dates and the Interest Payment Period. 8. Specified Currency and whether the option to elect payment in a Specified Currency applies and if the Specified Currency is not U.S. dollars, the authorized denominations. 9. Redemption, repayment or extension provisions, if any. 10. Settlement date. 11. Price (including currency). 12. Presenting Agent's commission, determined as provided in Section 2 of the Distribution Agreement. 13. Whether such Certificated Note is issued at an original issue discount, and, if so, the total amount of OID, the yield to maturity and the initial accrual period OID. 14. Any other applicable provisions. -48- B. The Company will advise the Trus- tee by telephone (confirmed in writing at any time on the sale date) or electronic transmission of the information set forth in Settlement Procedure "A" above and the name of the Presenting Agent. C. The Company will deliver to the Trustee a pre-printed four-ply packet for such Certificated Note, which packet will contain the fol- lowing documents in forms that have been approved by Company, the Agents and the Trustee: 1. Certificated Note with cus- tomer confirmation. 2. Stub One - For Trustee. 3. Stub Two - For the Presenting Agent. 4. Stub Three - For the Company. D. The Trustee will complete such Certificated Note and will authen- ticate such Certificated Note and deliver it (with the confirmation) and Stubs One and Two to the Pre- senting Agent, all in accordance with the written directions (or oral instructions confirmed in writing on the next Business Day) of the Company at the following applicable address: [insert address]. The Presenting Agent will acknowledge receipt of the Note by stamping or otherwise marking Stub One and returning it to the Trustee. Such delivery will be made only against such acknowledgment of receipt. In the event that the instructions given by the Presenting Agent for pay- ment to the account of the Company -49- are revoked, the Company will as promptly as possible wire transfer to the account of the Presenting Agent an amount of immediately available funds equal to the amount of such payment made. E. The Presenting Agent will deliver such Certificated Note (with the confirmation) to the customer against payment in immediately payable funds. The Presenting Agent will obtain the acknowledg- ment of receipt of such Certifi- cated Note by retaining Stub Two. F. The Trustee will send Stub Three to the Company by first-class mail. Settlement Procedures For orders of Certificated Notes Timetable: solicited by any Agent, as agent, and accepted by the Company, Settlement Procedures "A" through "F" set forth above shall be completed on or before the respective times (New York City time) set forth below: Settlement Procedure Time A 2:00 P.M. on the day before settlement B-C 3:00 P.M. on the day before settlement D 2:15 P.M. on settlement date E 3:00 P.M. on settlement date F 5:00 P.M. on settlement date -50- Failure To Settle: If a purchaser fails to accept deliv- ery of and make payment for any Cer- tificated Note, the Presenting Agent will notify the Company and the Trus- tee by telephone and return such Cer- tificated Note to the Trustee. Upon receipt of such notice, the Company will immediately wire transfer to the account of the Presenting Agent an amount equal to the amount previously credited to the account of Company in respect of such Certificated Note. Such wire transfer will be made on the settlement date, if possible, and in any event not later than the Business Day following the settlement date. If the failure shall have occurred for any reason other than a default by the Presenting Agent in the performance of its obligations hereunder and under the Distribution Agreement, then the Company will reimburse the Presenting Agent or the Trustee, as appropriate, on an equitable basis for its loss of the use of the funds during the period when they were credited to the account of the Company. Immediately upon receipt of the Certificated Note in respect of which such failure occurred, the Trustee will cancel such Certificated Note in accordance with the Indenture and so advise the Com- pany and the Trustee will make appro- priate entries in its records. Trustee Not To Nothing herein shall be deemed to Risk Funds: require the Trustee to risk or expend its own funds in connection with any payment to the Company, the Agents or the purchaser, it being understood by all parties that payments made by the Trustee to the Company, the Agents or the purchaser shall be made only to the extent that funds are provided to the Trustee for such purpose. -51- Authenticity of The Company will cause the Trustee to Signatures: furnish the Agents from time to time with the specimen signatures of each of the Trustee's officers, employees or agents who has been authorized by the Trustee to authenticate Certifi- cated Notes, but no Agent will have any obligation or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Certifi- cated Note. Payment of Expenses: Each Agent shall forward to the Com- pany, on a monthly basis, a statement of the out-of-pocket expenses incurred by such Agent during that month that are reimbursable to it pursuant to the terms of the Distribution Agreement. The Company will remit payment to each Agent currently on a monthly basis. Advertising Costs: The Company will determine with the Agents the amount of advertising that may be appropriate in soliciting orders to purchase the Certificated Notes. Advertising expenses will be paid by the Company. Periodic Statements Periodically, the Trustee will send from the Trustee: to the Company a statement setting forth the principal amount of Certifi- cated Notes Outstanding as of that date and setting forth a brief description of any sales of Certifi- cated Notes of which the Company has advised the Trustee but which have not yet been settled. EXHIBIT B General Signal Corporation U.S. $300,000,000 Medium-Term Senior Notes, Series A Medium-Term Subordinated Notes, Series A Due Not Less Than Nine Months from Date of Issue TERMS AGREEMENT , 199 Attention: Subject in all respects to the terms and conditions of the Distribution Agreement (the "Agreement") dated April 30, 1996, between General Signal Corporation (the "Com- pany") and you, you agree to purchase the Notes described below of General Signal Corporation. All the provisions contained in the Distribution Agreement are herein incorporated by reference in their entirety and shall be deemed to be a part of this Terms Agree- ment to the same extent as if such provisions had been set forth in full herein. Terms defined in the Distribution Agree- ment are used herein as therein defined. [Include the following, as appropriate] [Add additional terms as may be needed to identify Notes.] [Specified Currency]: Title: Maturity: Aggregate Principal Amount: $ Interest Rate: Interest Payment Dates: -2- Regular Record Dates: Discount or Commission: % of Principal Amount Purchase Price: % of Principal Amount [plus accrued interest from , 199 ] Purchase Date and Time: Place for Delivery of Notes and Payment Therefor: Method of Payment: Modification, if any, in the requirements to deliver the docu- ments specified in Section 6(b) of the Agreement: Period during which additional Notes may not be sold pursuant to Section 4(n) of the Agreement: [Purchaser] By:____________________ Accepted: GENERAL SIGNAL CORPORATION By: _______________________ Title: EX-4.1 3 FORM OF SENIOR DEBT SECURITIES INDENTURE GENERAL SIGNAL CORPORATION SENIOR DEBT SECURITIES INDENTURE Dated as of April 15, 1996 CHEMICAL BANK, Trustee CROSS-REFERENCE TABLE TIA Indenture Section Section 310(a)(1)....................................... 7.07 (a)(2)....................................... 7.07; 7.09 (a)(3)....................................... N.A. (a)(4)....................................... N.A. (a)(5)....................................... 7.07 (b).......................................... 7.07; 11.02 (c).......................................... N.A. 311(a).......................................... N.A. (b).......................................... N.A. (c).......................................... N.A. 312(a).......................................... 2.06 (b).......................................... N.A. (c).......................................... N.A. 313(a).......................................... 7.05 (b)(1)....................................... N.A. (b)(2)....................................... 7.05 (c).......................................... 7.05; 11.02 (d).......................................... 7.05 314(a).......................................... 4.03; 4.04; 11.02 (b).......................................... N.A. (c)(1)....................................... 11.03 (c)(2)....................................... 11.03 (c)(3)....................................... N.A. (d).......................................... N.A. (e).......................................... 11.04 (f).......................................... N.A. 315(a).......................................... 7.01(3) (b).......................................... 7.04; 11.02 (c).......................................... N.A. (d).......................................... 7.01(5) (e).......................................... N.A. 316(a)(last sentence)........................... 2.11 (a)(1)(A).................................... 6.05 (a)(1)(B).................................... 6.04 (a)(2)....................................... N.A. (b).......................................... 6.04 (c).......................................... 10.04 317(a)(1)....................................... 6.07 (a)(2)....................................... N.A. (b).......................................... 2.05 318(a).......................................... 11.01 (b).......................................... N.A. (c).......................................... 11.01 - --------------------- N.A. means Not Applicable NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture. TABLE OF CONTENTS Article Section Heading Page 1 DEFINITIONS 1.01 Definitions ................ 1 1.02 Other Definitions .......... 5 1.03 Rules of Construction ...... 6 2 THE SECURITIES 2.01 Issuable in Series ............ 6 2.02 Execution and Authentication... 8 2.03 Bond Agents ................... 9 2.04 Bearer Securities ............. 9 2.05 Paying Agent to Hold Money in Trust ................... 10 2.06 Securityholder Lists .......... 11 2.07 Transfer and Exchange ......... 11 2.08 Replacement Securities ........ 12 2.09 Outstanding Securities ........ 12 2.10 Discounted Securities ......... 13 2.11 Treasury Securities ........... 13 2.12 Global Securities ............. 13 2.13 Temporary Securities .......... 14 2.14 Cancellation .................. 14 2.15 Defaulted Interest ............ 14 3 REDEMPTION 3.01 Notices to Trustee ............ 15 3.02 Selection of Securities to Be Redeemed ................ 15 3.03 Notice of Redemption .......... 15 3.04 Effect of Notice of Redemption .............. 16 3.05 Payment of Redemption Price ... 16 3.06 Securities Redeemed in Part ... 17 -i- Article Section Heading Page 4 COVENANTS 4.01 Payment of Securities ......... 17 4.02 Overdue Interest .............. 17 4.03 Compliance Certificate ........ 18 4.04 SEC Reports ................... 18 4.05 Limitations on Liens .......... 18 4.06 Limitation on Sales and Leasebacks .............. 20 5 SUCCESSORS 5.01 When Company May Merge, etc. ... 21 6 DEFAULTS AND REMEDIES 6.01 Events of Default .............. 22 6.02 Acceleration ................... 23 6.03 Other Remedies ................. 23 6.04 Waiver of Past Defaults ........ 24 6.05 Control by Majority ............ 24 6.06 Limitation on Suits ............ 24 6.07 Collection Suit by Trustee ..... 25 6.08 Priorities ..................... 25 7 TRUSTEE 7.01 Rights of Trustee .............. 26 7.02 Individual Rights of Trustee ... 27 7.03 Trustee's Disclaimer ........... 27 7.04 Notice of Defaults ............. 27 7.05 Reports by Trustee to Holders .. 27 7.06 Compensation and Indemnity ..... 28 7.07 Replacement of Trustee ......... 28 7.08 Successor Trustee by Merger, etc. ..................... 29 7.09 Trustee's Capital and Surplus .. 30 8 DISCHARGE OF INDENTURE 8.01 Defeasance ...................... 30 8.02 Conditions to Defeasance ........ 31 8.03 Application of Trust Money ...... 32 8.04 Repayment to Company ............ 32 -ii- Article Section Heading Page 9 CONVERSION 9.01 Conversion Privilege ............ 32 9.02 Conversion Procedure ............ 33 9.03 Taxes on Conversion ............. 34 9.04 Company Determination Final ..... 34 9.05 Trustee's and Conversion Agent's Disclaimer ........ 34 9.06 Company to Provide Conversion Securities ................ 35 9.07 Cash Settlement Option .......... 35 9.08 Adjustment in Conversion Rate for Change in Capital Stock ..................... 36 9.09 Adjustment in Conversion Rate for Common Stock Issued Below Market Price ......... 37 9.10 Adjustment for Other Distributions ............. 39 9.11 Voluntary Adjustment ............ 40 9.12 When Adjustment May Be Deferred .................. 40 9.13 When No Adjustment Required ..... 40 9.14 Notice of Adjustment ............ 41 9.15 Notice of Certain Transactions .............. 41 9.16 Reorganization of the Company ... 42 10 AMENDMENTS 10.01 Without Consent of Holders ...... 42 10.02 With Consent of Holders ......... 43 10.03 Compliance with Trust Inden- ture Act .................. 43 10.04 Effect of Consents .............. 44 10.05 Notation on or Exchange of Securities ................ 44 10.06 Trustee Protected ............... 44 11 MISCELLANEOUS 11.01 Trust Indenture Act ............. 44 11.02 Notices ......................... 45 11.03 Certificate and Opinion as to Conditions Precedent ...... 46 11.04 Statements Required in Cer- tificate or Opinion ....... 46 11.05 Rules by Company and Agents ..... 47 11.06 Legal Holidays .................. 47 -iii- Article Section Heading Page 11.07 No Recourse Against Others ...... 47 11.08 Duplicate Originals ............. 47 11.09 Governing Law ................... 47 SIGNATURES ............................... 48 Exhibit A: A Form of Registered Security ................ A-1 Exhibit B: A Form of Bearer Security Notes to Exhibits A and B .................. B-1 Exhibit C: A Form of Assignment ......... C-1 -iv- INDENTURE dated as of April 15, 1996 between GENERAL SIGNAL CORPORATION, a New York corporation ("Company"), and CHEMICAL BANK, a New York corporation ("Trustee"). Each party agrees as follows for the benefit of the Holders of the Company's debt securities issued under this Indenture: ARTICLE 1 -- DEFINITIONS SECTION 1.01. Definitions. "Affiliate" means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. "Agent" means any Registrar, Transfer Agent or Paying Agent. "Attributable Debt" means, as to any particular lease under which any person is at the time liable, at any date as of which the amount thereof is to be determined, the total net amount of rent (discounted at the rates implicit in the terms of such leases) required to be paid by such person under such lease during the remaining term thereof. The net amount of rent required to be paid under any such lease for any such period shall be the total amount of the rent payable by the lessee with respect to such period, but may exclude amounts required to be paid on account of maintenance and repairs, insurance, taxes, assessments, water rates and similar charges. In the case of any lease which is terminable by the lessee upon the payment of a penalty, such net amount shall also include the amount of such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated. "Authorized Newspaper" means a newspaper that is: (1) printed in the English language or in an offi- cial language of the country of publication; (2) customarily published on each business day in the place of publication; and (3) of general circulation in the relevant place or in the financial community of such place. Whenever successive publications in an Authorized Newspaper are required, they may be made on the same or different business days and in the same or different Authorized Newspapers. "Bearer Security" means a Security payable to bearer. "Board" or "Board of Directors" means the Board of Directors of the Company or any authorized committee of the Board. "Bond Resolution" means a resolution adopted by the Board or by an Officer or committee of Officers pursuant to Board delegation authorizing a series of Securities. "Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of any person and all warrants or options to acquire such capital stock. "Common Stock" means the Common Stock, par value $1.00 per share, of the Company or any security into which the Common Stock may be converted. "Company" means the party named as such above until a successor replaces it and thereafter means the successor. "Consolidated Capitalization" means the sum of Con- solidated Debt and Consolidated Net Worth. "Consolidated Debt" means the sum of all Debt of the Company and its Consolidated Subsidiaries, all indebtedness secured by assets of (and whether or not assumed by) the Com- pany or any Consolidated Subsidiary (which indebtedness shall be valued at the lesser of the outstanding principal amount thereof or the book value of such assets), all capitalized lease liabilities of the Company and Consolidated Subsidiaries and all outstanding obligations under guarantees and similar undertakings with respect to any such indebtedness or liabili- ties of Persons other than the Company and Consolidated Subsid- iaries which is required to be reflected on the Company's bal- ance sheet (excluding any note thereto) in accordance with GAAP. "Consolidated Net Worth" means the par value (or value stated on the books of the Company) of the capital stock of all classes of the Company and its Consolidated Subsidiaries issued and outstanding, plus (or minus in the case of a surplus deficit), the amount of the consolidated surplus, whether capi- tal or earned, of the Company and its Consolidated Subsidiaries. -2- "Consolidated Subsidiary" means any Subsidiary the accounts of which are consolidated with those of the Company in accordance with GAAP. "Conversion Rate" means such number of shares or amount of securities or other property for which $1,000 aggre- gate principal amount of Securities of any series is convert- ible, initially as stated in the Bond Resolution authorizing the series and as adjusted pursuant to the terms of this Inden- ture and the Bond Resolution. "coupon" means an interest coupon for a Bearer Security. "Debt" means all indebtedness for money borrowed, including notes, bonds, debentures or other similar evidences of indebtedness for money borrowed. "Default" means any event which is, or after notice or passage of time would be, an Event of Default. "Discounted Security" means a Security where the amount of principal due upon acceleration is less than the stated principal amount. "GAAP" shall mean generally accepted accounting prin- ciples set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certi- fied Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a sig- nificant segment of the accounting profession, which are appli- cable to the circumstances as of the date of determination. "Holder" or "Securityholder" means the person in whose name a Registered Security is registered and the bearer of a Bearer Security or coupon. "Indenture" means this Indenture and any Bond Resolu- tion as amended from time to time. "NASDAQ" means the National Association of Securities Dealers Automated Quotation System. "Officer" means the Chairman, any Vice-Chairman, the President, any Executive Vice President, any Senior Vice-President, any Vice-President, the Treasurer, the Secre- tary, the Controller or any Assistant Treasurer of the Company. -3- "Officers' Certificate" means a certificate signed by two Officers or by an Officer and an Assistant Secretary or Assistant Treasurer of the Company. "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. "principal" of a debt security means the principal of the security plus the premium, if and when applicable, on the security. "Principal Property" means all real and tangible per- sonal property owned by the Company or a Restricted Subsidiary constituting a part of any manufacturing or processing plant or warehouse located within the United States, exclusive of any property which the Company shall have determined is not of material importance to the total business conducted by the Com- pany and its Subsidiaries as an entirety. Such determination shall be evidenced by an Officers' Certificate delivered to the Trustee. In the absence of any such Officers' Certificate, the Trustee may be entitled to assume that any manufacturing or processing plant or warehouse within the United States of the Company or a Restricted Subsidiary is a Principal Property. "Registered Security" means a Security registered as to principal and interest by the Registrar. "Restricted Subsidiary" means (a) any Subsidiary of the Company other than (i) any Subsidiary substantially all the physical property of which is located, and substantially all the business of which is carried on, outside the United States of America, or (ii) any Subsidiary the primary business of which consists of owning real property leased to the Company or any of its Subsidiaries, or (iii) any Subsidiary primarily engaged in the business of a commercial finance company; and (b) any Subsidiary referred to in (i), (ii), or (iii) above which the Company shall designate as a Restricted Subsidiary. "SEC" means the Securities and Exchange Commission. "Securities" means the debt securities issued under this Indenture. "series" means a series of Securities or the Securi- ties of the series. "Stock Trading Day" means each day on which the secu- rities exchange or quotation system which is used to determine the Market Price is open for trading or quotation. -4- "Subsidiary" means a corporation more than 50% of the outstanding voting stock of which is owned, directly or indi- rectly, by the Company or by one or more other Subsidiaries, or by the Company and one or more other Subsidiaries. For the purposes of this definition, "voting stock" means stock which ordinarily has voting power for the election of directors, whether at all times or only so long as no senior class of stock has such voting power by reason of any contingency. "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S. Code { 77aaa-77bbbb), and as in effect on the date shown above. "Trustee" means the party named as such above until a successor replaces it and thereafter means the successor. "Trust Officer" means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. "United States" means the United States of America, its territories and possessions and other areas subject to its jurisdiction. "Yield to Maturity" means the yield to maturity on a Security at the time of its issuance or at the most recent determination of interest on the Security. SECTION 1.02. Other Definitions. Term Defined in Section "Bankruptcy Law" 6.01 "Conversion Agent" 2.03 "Conversion Date" 9.02 "Conversion Notice" 9.02 "Conversion Right" 9.01 "Custodian" 6.01 "Event of Default" 6.01 "Legal Holiday" 11.06 "Market Price" 9.07 "Mortgage" 4.05 "Paying Agent" 2.03 "Registrar" 2.03 "Transfer Agent" 2.03 "Treasury Regulations" 2.04 "U.S. Government Obligations" 8.02 -5- SECTION 1.03. Rules of Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it; (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP in the United States; (3) GAAP principles are those applicable from time to time; (4) all terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings assigned to them by such definitions; (5) "or" is not exclusive; and (6) words in the singular include the plural, and in the plural include the singular. ARTICLE 2 -- THE SECURITIES SECTION 2.01. Issuable in Series. The aggregate principal amount of Securities that may be issued under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. Each series shall be created by a Bond Resolution or a supplemental indenture that establishes the terms of the series, which may include the following: (1) the title of the series; (2) the aggregate principal amount of the series; (3) the interest rate, if any, or method of calcula- ting the interest rate; (4) the date from which interest will accrue; (5) the record dates for interest payable on Regis- tered Securities; -6- (6) the dates when principal and interest are payable; (7) the manner of paying principal and interest; (8) the places where principal and interest are payable; (9) the Registrar, Transfer Agent and Paying Agent; (10) the terms of any mandatory or optional redemp- tion by the Company; (11) the terms of any redemption at the option of Holders; (12) the denominations in which Securities are issuable; (13) whether Securities will be issuable as Regis- tered Securities or Bearer Securities; (14) whether and upon what terms Registered Securi- ties and Bearer Securities may be exchanged; (15) whether any Securities will be represented by a Security in global form; (16) the terms of any global Security; (17) the terms of any tax indemnity; (18) the currencies (including any composite cur- rency) in which principal or interest may be paid; (19) if payments of principal or interest may be made in a currency other than that in which Securi- ties are denominated, the manner for determining such payments; (20) if amounts of principal or interest may be determined by reference to an index, formula or other method, the manner for determining such amounts; (21) provisions for electronic issuance of Securities or for Securities in uncertificated form; -7- (22) the portion of principal payable upon accelera- tion of a Discounted Security; (23) any Events of Default or covenants in addition to or in lieu of those set forth in this Indenture; (24) whether and upon what terms Securities may be defeased; (25) the forms of the Securities or any coupon, which may be in the form of Exhibit A or B; (26) any terms that may be required by or advisable under U.S. or other applicable laws; (27) whether and upon what terms the Securities will be convertible into or exchangeable for other securities or property of the Company or another person; (28) whether and upon what terms Securities will be convertible into or exchangeable for other secu- rities or property of the Company or another person, which may include the terms provided in Article 9; and (29) any other terms not inconsistent with this Indenture. All Securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. The creation and issuance of a series and the authen- tication and delivery thereof are not subject to any conditions precedent. SECTION 2.02. Execution and Authentication. Two Officers shall sign the Securities by manual or facsimile signature. The Company's seal may reproduced on the Securities. An Officer shall sign any coupons by facsimile signature. If an Officer whose signature is on a Security or its coupons no longer holds that office at the time the Security is authenticated or delivered, the Security and coupons shall nevertheless be valid. -8- A Security and its coupons shall not be valid until the Security is authenticated by the manual signature of the Registrar. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Registered Security shall be dated the date of its authentication. Each Bearer Security shall be dated the date of its original issuance or as provided in the Bond Resolution. Securities may have notations, legends or endorse- ments required by law, stock exchange rule, agreement or usage. SECTION 2.03. Bond Agents. The Company shall maintain an office or agency where Securities may be authenticated ("Registrar"), where Securities may be presented for registration of transfer or for exchange ("Transfer Agent"), where Securities may be presented for pay- ment ("Paying Agent") and, if applicable to Securities of any series, where Securities may be presented for conversion ("Con- version Agent"). Whenever the Company must issue or deliver Securities pursuant to this Indenture, the Registrar shall authenticate the Securities at the Company's written order. The Transfer Agent shall keep a register of the Securities and of their transfer and exchange. The Company may appoint more than one Registrar, Transfer Agent, Paying Agent or Conversion Agent for a series. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Transfer Agent, Paying Agent or Con- version Agent for a series, the Trustee shall act as such. SECTION 2.04. Bearer Securities. U.S. laws and Treasury Regulations restrict sales or exchanges of and payments on Bearer Securities. Therefore, except as provided below: (1) Bearer Securities will be offered, sold and delivered only outside the United States and will be delivered only upon presentation of a certificate in a form prescribed by the Company to comply with U.S. laws and regulations. (2) Bearer Securities will not be issued in exchange for Registered Securities. -9- (3) All payments of principal and interest (includ- ing original issue discount) on Bearer Securi- ties will be made outside the United States by a Paying Agent located outside the United States unless the Company determines that: (A) such payments may not be made by such Pay- ing Agent because the payments are illegal or prevented by exchange controls as described in Treasury Regulation { 1.163-5(c)(2)(v); and (B) making the payments in the United States would not have an adverse tax effect on the Company. If there is a change in the relevant provisions of U.S. laws or Treasury Regulations or the judicial or adminis- trative interpretation thereof, a restriction set forth in paragraph (1), (2) or (3) above will not apply to a series if the Company determines that the relevant provisions no longer apply to the series or that failure to comply with the relevant provisions would not have an adverse tax effect on the Company or on Securityholders or cause the series to be treated as "registration-required" obligations under U.S. law. The Company shall notify the Trustee of any determi- nations by the Company under this Section. "Treasury Regulations" means regulations of the U.S. Treasury Department under the Internal Revenue Code of 1986, as amended. SECTION 2.05. Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent for a series other than the Trustee to agree in writing that the Pay- ing Agent will hold in trust for the benefit of the persons entitled thereto all money held by the Paying Agent for the payment of principal of or interest on the series, and will notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money so held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have no further liability for the money. -10- If the Company or an Affiliate acts as Paying Agent for a series, it shall segregate and hold as a separate trust fund all money held by it as Paying Agent for the series. SECTION 2.06. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Transfer Agent, the Company shall furnish to the Trus- tee semiannually and at such other times as the Trustee may request a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Registered Securities and Holders of Bearer Securities whose names are on the list referred to below. The Transfer Agent shall keep a list of the names and addresses of Holders of Bearer Securities who file a request to be included on such list. A request will remain in effect for two years but successive requests may be made. Whenever the Company or the Trustee is required to mail a notice to all Holders of Registered Securities of a series, it also shall mail the notice to Holders of Bearer Securities of the series whose names are on the list. Whenever the Company is required to publish a notice to all Holders of Bearer Securities of a series, it also shall mail the notice to such of them whose names are on the list. SECTION 2.07. Transfer and Exchange. Where Registered Securities of a series are presented to the Transfer Agent with a request to register a transfer or to exchange them for an equal principal amount of Registered Securities of other denominations of the series, the Transfer Agent shall register the transfer or make the exchange if its requirements for such transactions are met. The Transfer Agent may require a Holder to pay a sum sufficient to cover any taxes imposed on a transfer or exchange. If a series provides for Registered and Bearer Secu- rities and for their exchange, Bearer Securities may be exchanged for Registered Securities and Registered Securities may be exchanged for Bearer Securities as provided in the Secu- rities or the Bond Resolution if the requirements of the -11- Transfer Agent for such transactions are met and if Section 2.04 permits the exchange. SECTION 2.08. Replacement Securities. If the Holder of a Security or coupon claims that it has been lost, destroyed or wrongfully taken, then, in the absence of notice to the Company or the Trustee that the Secu- rity or coupon has been acquired by a bona fide purchaser, the Company shall issue a replacement Security or coupon if the Company and the Trustee receive: (1) evidence satisfactory to them of the loss, destruction or taking; (2) an indemnity bond satisfactory to them; and (3) payment of a sum sufficient to cover their expenses and any taxes for replacing the Secu- rity or coupon. A replacement Security shall have coupons attached correspond- ing to those, if any, on the replaced Security. Every replacement Security or coupon is an additional obligation of the Company. SECTION 2.09. Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Registrar except for those can- celled by it, those delivered to it for cancellation, and those described in this Section as not outstanding. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser. If Securities are considered paid under Section 4.01, they cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding because the Company or an Affiliate holds the Security. -12- SECTION 2.10. Discounted Securities. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, the principal amount of a Discounted Secu- rity shall be the amount of principal that would be due as of the date of such determination if payment of the Security were accelerated on that date. SECTION 2.11. Treasury Securities. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or an Affil- iate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. SECTION 2.12. Global Securities. If the Bond Resolution so provides, the Company may issue some or all of the Securities of a series in temporary or permanent global form. A global Security may be in registered form, in bearer form with or without coupons or in uncertificated form. A global Security shall represent that amount of Securities of a series as specified in the global Security or as endorsed thereon from time to time. At the Com- pany's request, the Registrar shall endorse a global Security to reflect the amount of any increase or decrease in the Secu- rities represented thereby. The Company may issue a global Security only to a depository designated by the Company. A depository may trans- fer a global Security only as a whole to its nominee or to a successor depository. The Bond Resolution may establish, among other things, the manner of paying principal and interest on a global Security and whether and upon what terms a beneficial owner of an interest in a global Security may exchange such interest for definitive Securities. The Company, an Affiliate, the Trustee and any Agent shall not be responsible for any acts or omissions of a deposi- tory, for any depository records of beneficial ownership inter- ests or for any transactions between the depository and benefi- cial owners. -13- SECTION 2.13. Temporary Securities. Until definitive Securities of a series are ready for delivery, the Company may use temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Temporary Securities may be in global form. Temporary Bearer Securities may have one or more coupons or no coupons. Without unreasonable delay, the Company shall deliver definitive Securities in exchange for temporary Securities. SECTION 2.14. Cancellation. The Company at any time may deliver Securities to the Registrar for cancellation. The Transfer Agent and the Paying Agent shall forward to the Registrar any Securities and coupons surrendered to them for payment, exchange or registration of transfer. The Registrar shall cancel all Securities or coupons surrendered for payment, registration of transfer, exchange or cancellation as follows: the Registrar will cancel all Regis- tered Securities and matured coupons. The Registrar also will cancel all Bearer Securities and unmatured coupons unless the Company requests the Registrar to hold the same for redelivery. Any Bearer Securities so held shall be considered delivered for cancellation under Section 2.09. The Registrar shall destroy cancelled Securities and coupons unless the Company otherwise directs. Unless the Bond Resolution otherwise provides, the Company may not issue new Securities to replace Securities that the Company has paid or that the Company has delivered to the Registrar for cancellation. SECTION 2.15. Defaulted Interest If the Company defaults in a payment of interest on Registered Securities, it need not pay the defaulted interest to Holders on the regular record date. The Company may fix a special record date for determining Holders entitled to receive defaulted interest or the Company may pay defaulted interest in any other lawful manner. -14- ARTICLE 3 -- REDEMPTION SECTION 3.01. Notices to Trustee. Securities of a series that are redeemable before maturity shall be redeemable in accordance with their terms and, unless the Bond Resolution otherwise provides, in accor- dance with this Article. In the case of a redemption by the Company, the Com- pany shall notify the Trustee of the redemption date and the principal amount of Securities to be redeemed. The Company shall notify the Trustee at least 50 days before the redemption date unless a shorter notice is satisfactory to the Trustee. If the Company is required to redeem Securities, it may reduce the principal amount of Securities required to be redeemed to the extent it is permitted a credit by the terms of the Securities and it notifies the Trustee of the amount of the credit and the basis for it. If the reduction is based on a credit for acquired or redeemed Securities that the Company has not previously delivered to the Registrar for cancellation, the Company shall deliver the Securities at the same time as the notice. SECTION 3.02. Selection of Securities to Be Redeemed. If less than all the Securities of a series are to be redeemed, the Trustee shall select the Securities to be redeemed by a method the Trustee considers fair and appropri- ate. The Trustee shall make the selection from Securities of the series outstanding and not previously called for redemp- tion. The Trustee may select for redemption portions of the principal of Securities having denominations larger than the minimum denomination for the series. Securities and portions thereof selected for redemption shall be in amounts equal to the minimum denomination for the series or an integral multiple thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder of Registered Securities whose Securities are to be redeemed. -15- If Bearer Securities are to be redeemed, the Company shall publish a notice of redemption in an Authorized Newspaper as provided in the Securities. A notice shall identify the Securities of the series to be redeemed and shall state: (1) the redemption date; (2) the redemption price; (3) the name and address of the Paying Agent; (4) that Securities called for redemption, together with all coupons, if any, maturing after the redemption date, must be surrendered to the Pay- ing Agent to collect the redemption price; (5) that interest on Securities called for redemp- tion ceases to accrue on and after the redemp- tion date; and (6) whether the redemption by the Company is manda- tory or optional. A redemption notice given by publication need not identify Registered Securities to be redeemed. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense. SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is given, Securities called for redemption become due and payable on the redemption date at the redemption price stated in the notice. SECTION 3.05. Payment of Redemption Price. On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date. When the Holder of a Security surrenders it for redemption in accordance with the redemption notice, the Com- pany shall pay to the Holder on the redemption date the redemp- tion price and accrued interest to such date, except that: -16- (1) the Company will pay any such interest (except defaulted interest) to Holders on the record date of Registered Securities if the redemption date occurs on an interest payment date; and (2) the Company will pay any such interest to Hold- ers of coupons that mature on or before the redemption date upon surrender of such coupons to the Paying Agent. Coupons maturing after the redemption date on a called Security are void absent a payment default on that date. Nevertheless, if a Holder surrenders for redemption a Bearer Security missing any such coupons, the Company may deduct the face amount of such coupons from the redemption price. If thereafter the Holder surrenders to the Paying Agent the miss- ing coupons, the Company will return the amount so deducted. The Company also may waive surrender of the missing coupons if it receives an indemnity bond satisfactory to the Company. SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall deliver to the Holder a new Security of the same series equal in principal amount to the unredeemed portion of the Security surrendered. ARTICLE 4 -- COVENANTS SECTION 4.01. Payment of Securities. The Company shall pay the principal of and interest on a series in accordance with the terms of the Securities for the series, any related coupons, and this Indenture. Principal and interest on a series shall be considered paid on the date due if the Paying Agent for the series holds on that date money sufficient to pay all principal and interest then due on the series. SECTION 4.02. Overdue Interest. Unless the Bond Resolution otherwise provides, the Company shall pay interest on overdue principal of a Security of a series at the rate (or Yield to Maturity in the case of a Discounted Security) borne by the series; it shall pay interest -17- on overdue installments of interest at the same rate or Yield to Maturity to the extent lawful. SECTION 4.03. Compliance Certificate. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a brief certificate signed by the principal executive officer, princi- pal financial officer or principal accounting officer of the Company, as to the signer's knowledge of the Company's compli- ance with all conditions and covenants under this Indenture (determined without regard to any period of grace or require- ment of notice provided herein) and if there has been a default in the fulfillment of any such obligation specifying each such default known to him and the nature and status thereof. Any other obligor on the Securities also shall deliver to the Trustee such a certificate similarly signed as to its compliance with this Indenture within 120 days after the end of each of its fiscal years. The certificates need not comply with Section 11.04. SECTION 4.04. SEC Reports. The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, docu- ments, and other reports (or such portions of the foregoing as the SEC may prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Any other obligor on the Securities shall do likewise as to the above items which it is required to file with the SEC pursuant to those Sections. SECTION 4.05. Limitations on Liens. (1) Except as provided in paragraphs (2) and (3) of this Section 4.05, the Company will not itself, and will not permit any Restricted Subsidiary to, incur, issue, assume, guarantee or suffer to exist any notes, bonds, debentures or other similar evidences of Debt secured by pledge of, or mort- gage or lien on any Principal Property, shares of stock or Debt of a Restricted Subsidiary (such mortgages, pledges and liens being hereinafter in this Article Four called "Mortgage" or -18- "Mortgages"), without effectively providing that the Securities (together with, if the Company shall so determine, any other Debt of the Company or such Restricted Subsidiary then existing or thereafter created ranking equally with the Securities) shall be secured equally and ratably with (or prior to) such secured Debts, so long as such secured Debt shall be so secured. (2) Notwithstanding the provisions of paragraph (1), this Section 4.05 shall not apply to Debt secured by: (A) Mortgages on property of, or on any shares of stock of or Debt of, any corporation existing at the time such corporation becomes a Restricted Subsidiary or any Mortgages existing at the date of this Indenture; (B) Mortgages in favor of the Company or any Restricted Subsidiary; (C) Mortgages in favor of any governmental body to secure (i) progress, advance or other payments pursuant to any contract or provision of any statute and (ii) Debt incurred to finance the construction or improvement of the property subject to the lien; (D) Mortgages on property, shares of stock or Debt existing at the time of acquisition thereof (including acquisition through merger or consolidation) and purchase money and construction mortgages which are entered into within 365 days of such purchase or construction; (E) Mortgages in favor of any customer to secure advance payments for goods produced or services rendered to such customer in the ordinary course of business; (F) any extension, renewal or replacement (or suc- cessive extensions, renewals or replacements), as a whole or in part, of any Mortgage referred to in the foregoing clauses (A) to (E), inclusive; provided, that such exten- sion, renewal or replacement Mortgage shall be limited to all or a part of the same property, shares of stock or Debt that secured the Mortgage extended, renewed or replaced (plus improvements on such property) and that the amount of Debt secured thereby shall not exceed the amount -19- of Debt so secured at the time of such extension, renewal or replacement. (3) Notwithstanding the provisions of paragraph (1) of this Section 4.05, the Company may incur Debt secured by a Mortgage which would otherwise be prohibited by this Section 4.05 in an amount which if, after giving effect thereto, the aggregate amount of all such Debt so secured, plus the Attrib- utable Debt in respect of any sale and leaseback transaction otherwise prohibited by the provisions of Section 4.06 would not exceed 20% of the Company's Consolidated Capitalization. (4) The Company will deliver to the Trustee written notice within 30 days of the occurrence of a violation of this Section 4.05. SECTION 4.06. Limitation on Sales and Leasebacks. The Company will not itself, and will not permit any Restricted Subsidiary to, enter into any arrangement with any person (not including the Company or any Restricted Subsidiary) or to which any such person is a party, providing for the leas- ing by the Company or a Restricted Subsidiary for a period, including renewals, in excess of three years of any Principal Property the acquisition of which, or completion of construction and commencement of full operation of which, has occurred more than 365 days prior to such sale and lease-back transaction, unless: (1) the Company or such Restricted Subsidiary could pursuant to paragraph (2) or (3) of Section 4.05 create Debt secured by a Mortgage on the Principal Property to be leased; provided, the Securities would be secured on an equal and ratable basis, or (2) the net proceeds of such sale are at least equal to the fair value (which shall be determined and evidenced by an Officers' Certificate) of such Principal Property and the Company or such Restricted Subsidiary, within 365 days after transfer of title to such Principal Property (A) purchases and surrenders to the Trustee for retirement and cancellation a principal amount of Securities equal to the net proceeds derived from such sale, (B) repays other Debt of the Company ranking on a parity with the Securi- ties or Debt of a Restricted Subsidiary in an amount equal to such net proceeds, (C) expends an amount equal to such net proceeds for the construction or acquisition of a Principal Property or (D) effects a combination of such -20- purchases, repayments and expenditures in an amount equal to such net proceeds; provided, however, that the Company, at its option, shall be entitled to a credit, in respect of its obligation to purchase and retire Securities under this Section 4.06, for the principal amount of any Securi- ties deposited with the Trustee for the purpose, at any time after the date hereof and prior to such 365th day, and also for the principal amount of (a) any Securities theretofore redeemed at the option of the Company and (b) any Securities previously purchased by the Company and cancelled by the Trustee, in each case, at any time after the date hereof and prior to such 365th day and in each case not theretofore applied as a credit under this Section 4.06. ARTICLE 5 -- SUCCESSORS SECTION 5.01. When Company May Merge, etc. The Company shall not consolidate with or merge into, or transfer all or substantially all of its assets to, any per- son unless: (1) the person is organized and validly existing under the laws of the United States or a State thereof; (2) the person assumes by supplemental indenture all the obligations of the Company under this Inden- ture, the Securities and any coupons; (3) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or a Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no 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; and (4) if, as a result of the transaction, a Principal Property would become subject to a Lien not per- mitted by Section 4.05, the Company or such per- son secures the Securities equally and ratably with or prior to all obligations secured by the Lien. The successor shall be substituted for the Company, and thereafter all obligations of the Company under this Inden- ture, the Securities and any coupons shall terminate. -21- ARTICLE 6 -- DEFAULTS AND REMEDIES SECTION 6.01. Events of Default. An "Event of Default" on a series occurs if: (1) the Company defaults in any payment of interest on any Securities of the series when the same becomes due and payable and the Default contin- ues for a period of 30 days; (2) the Company defaults in the payment of the prin- cipal of any Securities of the series when the same becomes due and payable at maturity or upon redemption, acceleration or otherwise and the default continues for a period of five days; (3) the Company defaults in the performance of any of its other agreements applicable to the series and the Default continues for 90 days after the notice specified below; (4) the Company 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, (C) consents to the appointment of a Custodian for it or for all or substantially all of its property, or (D) makes a general assignment for the benefit of its creditors; (5) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian for the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company; and the order or decree remains unstayed and in -22- effect for 60 days; or (6) any other Event of Default provided for in the series. The term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law. A Default under clause (3) is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the series notify the Company of the Default and the Company does not cure the Default within the time specified after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a "Notice of Default." If Holders notify the Company of a Default, they shall notify the Trustee at the same time. SECTION 6.02. Acceleration. If an Event of Default occurs and is continuing on a series, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the series by notice to the Company and the Trustee, may declare the principal of and accrued interest on all the Securities of the series to be due and payable immediately. Discounted Securities may provide that the amount of principal due upon acceleration is less than the stated principal amount. The Holders of a majority in principal amount of the series by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default on the series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing on a series, the Trustee may pursue any available remedy to collect principal or interest then due on the series, to enforce the performance of any provision applicable to the series, or otherwise to protect the rights of the Trustee and Holders of the series. -23- The Trustee may maintain a proceeding even if it does not possess any of the Securities or coupons or does not pro- duce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permit- ted by law. SECTION 6.04. Waiver of Past Defaults. Unless the Bond Resolution otherwise provides, the Holders of a majority in principal amount of a series by notice to the Trustee may waive an existing Default on the series and its consequences except: (1) a Default in the payment of the principal of or interest on the series, or (2) a Default in respect of a provision that under Section 10.02 cannot be amended without the con- sent of each Securityholder affected. SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of a series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exer- cising any trust or power conferred on the Trustee, with respect to the series. However, the Trustee may refuse to fol- low any direction that conflicts with law or this Indenture. SECTION 6.06. Limitation on Suits. A Securityholder of a series may pursue a remedy with respect to the series only if: (1) the Holder gives to the Trustee notice of a con- tinuing Event of Default on the series; (2) the Holders of at least 25% in principal amount of the series make a request to the Trustee to pursue remedies in respect of such Event of Default; -24- (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (5) during such 60-day period the Holders of a majority in principal amount of the series do not give the Trustee a direction inconsistent with such request. A Securityholder may not use this Indenture to preju- dice the rights of another Securityholder or to obtain a pref- erence or priority over another Securityholder. SECTION 6.07. Collection Suit by Trustee. If an Event of Default in payment of interest or principal specified in Section 6.01(1) or (2) occurs and is continuing on a series, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal and interest remaining unpaid on the series. SECTION 6.08. Priorities. If the Trustee collects any money for a series pursu- ant to this Article, it shall pay out the money in the follow- ing order: First: to the Trustee for amounts due under Section 7.06; Second: to Securityholders of the series for amounts due and unpaid for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable for princi- pal and interest, respectively; and Third: to the Company. The Trustee may fix a payment date for any payment to Securityholders. -25- ARTICLE 7 -- TRUSTEE SECTION 7.01. Rights of Trustee. (1) Except during the continuance of an Event of Default, the Trustee undertakes to perform only such duties as are specifically set forth in this Indenture. (2) The Trustee may rely on and shall be protected in acting or refraining from acting in reliance on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (3) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Certificate or Opinion of Counsel. (4) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. (5) The Trustee shall not be liable for any action it takes or omits to take in good faith in accordance with a direction received by it pur- suant to Section 6.05. (6) The Trustee may refuse to perform any duty or exercise any right or power which it reasonably believes may expose it to any loss, liability or expense unless it receives indemnity satisfac- tory to it against such loss, liability or expense. (7) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (8) The Trustee shall have no duty with respect to a Default unless a Trust Officer has actual knowl- edge of the Default. -26- (9) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized and within its powers. (10) Any Agent shall have the same rights and be pro- tected to the same extent as if it were Trustee. SECTION 7.02. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities or coupons and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. SECTION 7.03. Trustee's Disclaimer. The Trustee makes no representation as to the valid- ity or adequacy of this Indenture or the Securities or any cou- pons; it shall not be accountable for the Company's use of the proceeds from the Securities; it shall not be responsible for any statement in the Securities or any coupons; it shall not be responsible for any overissue; it shall not be responsible for determining whether the form and terms of any Securities or coupons were established in conformity with this Indenture; and it shall not be responsible for determining whether any Securi- ties were issued in accordance with this Indenture. SECTION 7.04. Notice of Defaults. If a Default occurs and is continuing on a series and if it is known to the Trustee, the Trustee shall mail a notice of the Default within 90 days after it occurs to Holders of Registered Securities of the series. Except in the case of a Default in payment on a series, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interest of Holders of the series. The Trustee shall withhold notice of a Default described in Section 6.01(3) until at least 90 days after it occurs. SECTION 7.05. Reports by Trustee to Holders. Any report required by TIA { 313(a) to be mailed to Securityholders shall be mailed by the Trustee on or before July 15 of each year. -27- A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange on which any Securities are listed. The Company shall notify the Trustee when any Securities are listed on a stock exchange. SECTION 7.06. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee's agents and counsel. The Company shall indemnify the Trustee against any loss or liability incurred by it. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall coop- erate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. No settlement on behalf of the Company may be made by the Trustee without the Company's prior consent. In the event the Trustee shall enter into a settlement on the Com- pany's behalf without its prior consent the Company need not pay for such settlement. The Company need not reimburse any expense or indem- nify against any loss or liability incurred by the Trustee through negligence or bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities and any coupons on all money or property held or collected by the Trustee, except that held in trust to pay principal or interest on particular securities. SECTION 7.07. Replacement of Trustee. A resignation or removal of the Trustee and appoint- ment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the Company. The Company may remove the Trustee if: -28- (1) the Trustee fails to comply with TIA { 310(a) or { 310(b) or with Section 7.09; (2) the Trustee is adjudged a bankrupt or an insolvent; (3) a Custodian or other public officer takes charge of the Trustee or its property; (4) the Trustee becomes incapable of acting; or (5) an event of the kind described in Section 6.01(4) or (5) occurs with respect to the Trustee. The Company also may remove the Trustee with or with- out cause if the Company so notifies the Trustee six months in advance and if no Default occurs during the six-month period. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of a majority in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with TIA { 310(a) or { 310(b) or with Section 7.09, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written accep- tance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of Registered Securities. The retir- ing Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06. -29- SECTION 7.08. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. SECTION 7.09. Trustee's Capital and Surplus. The Trustee at all times shall have a combined capi- tal and surplus of at least $50,000,000 as set forth in its most recent published report of condition. ARTICLE 8 -- DISCHARGE OF INDENTURE SECTION 8.01. Defeasance. Securities of a series may be defeased in accordance with their terms and, unless the Bond Resolution otherwise pro- vides, in accordance with this Article. The Company at any time may terminate as to a series all of its obligations under this Indenture, the Securities of the series and any related coupons ("legal defeasance option"). The Company at any time may terminate as to a series its obli- gations under Sections 4.05 and 4.06 provided that none of its obligations in the Sections set forth in the immediately suc- ceeding sentence may be terminated ("covenant defeasance option"). However, in the case of the legal defeasance option, the Company's obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.06, 7.07 and 8.04 shall survive until the Securi- ties of the series are no longer outstanding; thereafter the Company's obligations in Section 7.06 shall survive. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. If the Company exercises its covenant defeasance option, a series may not be accelerated by reference to Section 4.05 or Section 4.06. The Trustee upon request shall acknowledge in writing the discharge of those obligations that the Company terminates. -30- SECTION 8.02. Conditions to Defeasance. The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if: (1) the Company irrevocably deposits in trust with the Trustee or another trustee money or U.S. Government Obligations; (2) the Company delivers to the Trustee a certifi- cate from a nationally recognized firm of inde- pendent accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations without reinvestment plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all the Securities of the series to maturity or redemption, as the case may be; (3) immediately after the deposit no Default exists; (4) the deposit does not constitute a default under any other agreement binding on the Company; (5) the deposit does not cause the Trustee to have a conflicting interest under TIA { 310(a) or { 310(b) as to another series; (6) the Company delivers to the Trustee an Opinion of Counsel to the effect that Holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance; (7) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust result- ing from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; and (8) 91 days pass after the deposit is made and dur- ing the 91-day period no Default specified in Section 6.01(4) or (5) occurs that is continuing at the end of the period. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 3. -31- "U.S. Government Obligations" means direct obliga- tions of the United States which have the full faith and credit of the United States pledged for payment and which are not callable at the issuer's option, or certificates representing an ownership interest in such obligations. SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Govern- ment Obligations deposited with it pursuant to Section 8.02. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accor- dance with this Indenture to the payment of principal and interest on Securities of the defeased series. SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Company, Securityholders entitled to the money must look to the Company for payment as unsecured general creditors unless an abandoned property law designates another person. ARTICLE 9 -- CONVERSION SECTION 9.01. Conversion Privilege. If the Bond Resolution establishing the terms of a series of securities so provides Securities of any series may be convertible into Common Stock or other securities (a "Con- version Right"). The Bond Resolution may establish, among other things, the terms of securities of the Company into which Securities of any series are convertible, the Conversion Rate, provisions for adjustments to the Conversion Rate and limita- tions upon exercise of the Conversion Right. Unless the Bond Resolution otherwise provides: (i) the provisions of Sections 9.02 through 9.08 shall apply to any Securities having a Conversion Right and (ii) the provision of Sections 9.09 through 9.16 shall apply to any Securities having a Conversion Right for Common Stock. -32- A Holder may convert a portion of a Security if the portion is $1,000 or integral multiples thereof. Provisions of this Indenture that apply to the conversion of the aggregate principal amount of a Security also apply to conversion of a portion of it. SECTION 9.02. Conversion Procedure. To convert a Security a Holder must satisfy all requirements in the Securities or the Bond Resolution and (i) complete and manually sign the conversion notice (the "Con- version Notice") provided for in the Bond Resolution or the Security (or complete and manually sign a facsimile thereof) and deliver such notice to the Conversion Agent or any other office or agency maintained for such purpose, (ii) surrender the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appro- priate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such conversion notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conver- sion of Securities not later than the fifth business day fol- lowing the Conversion Date in respect of the cash portion elected to be delivered in lieu of shares and not later than the seventh business day following the Conversion Date in respect of the portion to be settled in Common Stock or other securities. If a Registered Security is converted between the record date for the payment of interest and the next succeeding interest payment date, such Security must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Registered Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Security being converted will be paid on such interest payment date to the Holder of such Security on the immediately preceding record date. A Bearer Security pre- sented for conversion must be accompanied by all unmatured cou- pons. Subject to the aforesaid right of the Holder to receive interest, no payment or adjustment will be made on conversion for interest accrued on the converted Security or for interest, -33- dividends or other distributions payable on any security issued on conversion. If a Holder converts more than one Security at the same time, the number of full shares or other securities issu- able or cash payable upon the conversion shall be based on the total principal amount of the Securities converted. Upon surrender of a Security that is converted in part the Registrar shall authenticate for the Holder a new Security equal in principal amount to the unconverted portion of the Security surrendered; except that if a Global Security is so surrendered the Registrar shall authenticate and deliver to the Depositary a new Global Security in a denomination equal to and in exchange for the unconverted portion of the principal of the Global Security so surrendered. If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday. SECTION 9.03. Taxes on Conversion. If a Holder of a Security exercises a Conversion Right, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion. However, the Holder shall pay any such tax which is due because securities or other property are issued in a name other than the Holder's name. Nothing herein shall preclude any income tax or other withholding required by law or regulations. SECTION 9.04. Company Determination Final. Any determination that the Board of Directors makes pursuant to this Article 9 is conclusive, absent manifest error. SECTION 9.05. Trustee's and Conversion Agent's Disclaimer. The Trustee (and each Conversion Agent other than the Company) has no duty to determine when or if an adjustment under this Article 9 or any Bond Resolution should be made, how it should be made or calculated or what it should be. The Trustee (and each Conversion Agent other than the Company) makes no representation as to the validity or value of any -34- securities or assets issued upon conversion of Securities. The Trustee (and each Conversion Agent other than the Company) shall not be responsible for the Company's failure to comply with this Article 9 or any provision of a Bond Resolution relating to a Conversion Right. SECTION 9.06. Company to Provide Conversion Securities. The Company shall reserve out of its authorized but unissued capital stock or its capital stock held in treasury sufficient shares to permit the conversion of all of the Secu- rities convertible into any capital stock of the Company. All shares of capital stock of any person which may be issued upon conversion of the Securities shall be validly issued, fully paid and non-assessable. All debt securities or other instruments of any person which may be issued upon con- version of securities shall be duly authorized and legal, valid and binding obligations of such person. The Company will comply with all securities laws reg- ulating the offer and delivery of securities upon conversion of Securities. SECTION 9.07. Cash Settlement Option. If the Bond Resolution so provides, the Company may elect to satisfy, in whole or in part, a Conversion Right of Securities convertible into Capital Stock of any person by the delivery of cash. The amount of cash to be delivered shall be equal to the Market Price (as defined below) on the last Stock Trading Day preceding the applicable Conversion Date of a share of such Capital Stock multiplied by the number of shares of such Capital Stock in respect of which the Company elects to deliver cash. If the Company elects to satisfy, in whole or in part, a Conversion Right by the delivery of shares of such Cap- ital Stock, no fractional shares will be delivered. Instead, the Company will pay cash based on the Market Price for such fractional share of such Capital Stock. The "Market Price" of the Common Stock or any other Capital Stock into which Securities may be converted pursuant to a Bond Resolution or this Article 9 on any Stock Trading Day means the weighted average per share sale price for all sales of the Common Stock or such other Capital Stock on such Stock Trading Day (or, if the information necessary to calculate such weighted average per share sale price is not reported, the average of the high and low sale prices, or if no sales are -35- reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices), as reported in the composite transactions for the New York Stock Exchange, or if the Common Stock or such other Capital Stock is not listed or admitted to trading on such exchange, as reported in the composite transactions for the principal national or regional United States securities exchange on which the Common Stock or such other Capital Stock is listed or admitted to trading or, if the Common Stock or such other Capital Stock is not listed or admitted to trading on a United States national or regional securities exchange, as reported by NASDAQ or by the National Quotation Bureau Incorpo- rated. In the absence of such quotations, the Company shall be entitled to determine the Market Price on the basis of such quotations as it considers appropriate. SECTION 9.08. Adjustment in Conversion Rate for Change in Capital Stock. If the Company: (1) pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock; (2) subdivides its outstanding shares of Common Stock into a greater number of shares; (3) combines its outstanding shares of Common Stock into a smaller number of shares; (4) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock other than Common Stock; or (5) issues by reclassification of its Common Stock any shares of its capital stock, then the conversion privilege and the Conversion Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the num- ber of shares of Capital Stock of the Company (or, at the Com- pany's option, an equivalent amount in cash) which he would have owned immediately following such action if he had con- verted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a sub- division, combination or reclassification. -36- If after an adjustment a Holder of a Security may, upon conversion, receive shares of two or more classes of Capi- tal Stock of the Company, the Board of Directors of the Company shall determine the allocation of the adjusted Conversion Rate between or among the classes of Capital Stock. After such allocation, the conversion privilege and the Conversion Rate of each class of Capital Stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Article. SECTION 9.09. Adjustment in Conversion Rate for Common Stock Issued Below Market Price. If the Company issues to all holders of Common Stock rights, options or warrants to subscribe for or purchase shares of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock, or rights, options or warrants to subscribe for or purchase such convertible or exchangeable securities at a Price Per Share (as defined and determined according to the formula given below) lower than the current Market Price on the date of such issuance, the Conver- sion Rate shall be adjusted in accordance with the following formula: AC = CC x O + N ---------- O + (N x R) ------- M where: AC = the adjusted Conversion Rate. CC = the then current Conversion Rate. O = the number of shares outstanding immediately prior to such issuance. N = the "Number of Shares," which (i) in the case of rights, options or warrants to subscribe for or purchase shares of Common Stock or of securities convertible into or exchangeable for shares of Common Stock, is the maximum number of shares of Common Stock initially issuable upon exercise, conversion or exchange thereof; and (ii) in the case of rights, options or warrants to subscribe for or purchase convertible or exchangeable securities, is the maximum number of shares of Common Stock initially issu- able upon the conversion or exchange of the convertible or exchangeable securities issuable upon the exercise of such rights, options or warrants. -37- R = the proceeds received or receivable by the Company, which (i) in the case of rights, options or warrants to sub- scribe for or purchase shares of Common Stock or of secu- rities convertible into or exchangeable for shares of Com- mon Stock, is the total amount per share received or receivable by the Company in consideration for the sale and issuance of such rights, options, warrants or convert- ible or exchangeable securities, plus the minimum aggre- gate amount of additional consideration, other than the convertible or exchangeable securities, payable to the Company upon exercise, conversion or exchange thereof; and (ii) in the case of rights, options or warrants to sub- scribe for or purchase convertible or exchangeable securi- ties, is the total amount per share received or receivable by the Company in consideration for the sale and issuance of such rights, options or warrants, plus the minimum aggregate consideration payable to the Company upon the exercise thereof, plus the minimum aggregate amount of additional consideration, other than the convertible or exchangeable securities, payable upon the conversion or exchange of the convertible or exchangeable securities; provided, that in each case the proceeds received or receivable by the Company shall be deemed to be the amount of gross cash proceeds without deducting therefrom any compensation paid or discount allowed in the sale, under- writing or purchase thereof by underwriters or dealers or others performing similar services or any expenses incurred in connection therewith. M = the current Market Price per share of Common Stock on the date of issue of the rights, options or warrants to sub- scribe for or purchase shares of Common Stock or the secu- rities convertible into or exchangeable for shares of Com- mon Stock or the rights, options or warrants to subscribe for or purchase convertible or exchangeable securities. "Price Per Share" shall be defined and determined accord- ing to the following formula: P = R --- N where: P = Price Per Share and R and N have the meanings assigned above. If the Company shall issue rights, options, warrants or convertible or exchangeable securities for a consideration -38- consisting, in whole or in part, of property other than cash the amount of such consideration shall be determined in good faith by the Board of Directors whose determination shall be conclusive and evidenced by a resolution of the Board of Direc- tors filed with the Trustee. The adjustment shall be made successively whenever any such additional rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective immediately after the date of issue of such shares, rights, options, warrants or convertible or exchangeable securities. To the extent that such rights, options or warrants expire unexercised or to the extent any convertible or exchangeable securities are redeemed by the Company or other- wise cease to be convertible or exchangeable into shares of Common Stock, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjust- ment made upon the date of issuance of such rights, options, warrants or convertible or exchangeable securities been made upon the basis of the issuance of rights, options or warrants to subscribe for or purchase only the number of shares of Com- mon Stock as to which such rights, options or warrants were actually exercised and the number of shares of Common Stock that were actually issued upon the conversion or exchange of the convertible or exchangeable securities. SECTION 9.10. Adjustment for Other Distributions. If the Company distributes to all holders of its Com- mon Stock any of its assets or debt securities or any rights or warrants to purchase assets or debt securities of the Company, the Conversion Rate shall be adjusted in accordance with the following formula: AC = CC x (O x M) ------------- (O x M) - F where: AC = the adjusted Conversion Rate. CC = the then current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date mentioned below. M = the current Market Price per share of Common Stock on the record date mentioned below. -39- F = the fair market value on the record date of the assets, securities, rights or warrants distributed. The Board of Directors of the Company shall determine the fair market value. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section does not apply to cash dividends or dis- tributions or to reclassifications or distributions referred to in Section 9.08. Also, this Section does not apply to shares issued below Market Price referred to in Section 9.09. SECTION 9.11. Voluntary Adjustment. The Company at any time may increase the Conversion Rate, temporarily or otherwise, by any amount but in no event shall such Conversion Rate result in the issuance of Common Stock at a price less than the par value of the Common Stock at the time such increase is made. SECTION 9.12. When Adjustment May Be Deferred. No adjustment in the Conversion Rate need be made unless the adjustment would require a change of at least 1% in the Conversion Rate. Any adjustments that are not made due to the immediately preceding sentence shall be carried forward and taken into account in any subsequent adjustment; provided, that any adjustment carried forward shall be deferred not in excess of three years, whereupon any adjustment to the Conversion Rate will be effected. All calculations under this Article 9 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. SECTION 9.13. When No Adjustment Required. Except as set forth in Section 9.09, no adjustment in the Conversion Rate shall be made because the Company issues, in exchange for cash, property or services, shares of Common Stock, or any securities convertible into shares of Common Stock, or securities carrying the right to purchase shares of Common Stock or such convertible securities. -40- No adjustment in the Conversion Rate need be made for rights to purchase or the sale of Common Stock pursuant to a Company plan providing for reinvestment of dividends or interest. No adjustment in the Conversion Rate need be made for a change in the par value of the Common Stock. No adjustment need be made for a transaction referred to in Section 9.08, 9.09 or 9.10 if Securityholders are to par- ticipate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction. SECTION 9.14. Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Holders of Securities affected a notice of the adjustment. The Company shall file with the Trustee an Officers' Certificate or a certificate from the Company's inde- pendent public accountants (which shall include the statements required by Section 11.04) stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct, absent manifest error. SECTION 9.15. Notice of Certain Transactions. If: (1) the Company proposes to take any action that would require an adjustment in the Conversion Rate, (2) the Company proposes to take any action that would require a supplemental indenture pursuant to Section 9.16, or (3) there is a proposed liquidation or dissolution of the Company, the Company shall mail to Holders of Securities of any affected series a notice stating the proposed record date for a dividend or distribution or the proposed effective date of a subdivi- sion, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company shall mail the notice at least 15 days before such date. Failure to -41- mail the notice or any defect in it shall not affect the valid- ity of the transaction. SECTION 9.16. Reorganization of the Company. If the Company is a party to a transaction subject to Section 5.01 or a merger which reclassifies, exchanges, or changes its outstanding Common Stock, the successor corporation (if other than the Company) shall enter into a supplemental indenture which shall provide that the Holder of a Security may convert it into the kind and amount of securities, cash or other assets which he would have owned immediately after the consolidation, merger, transfer or lease if he had converted the Security immediately before the effective date of the transaction. The supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be prac- tical to the adjustments provided for in this Article. The successor company shall mail to Holders of Securities of any affected series a notice briefly describing the supplemental indenture. If this Section applies, Sections 9.08, 9.09 and 9.10 do not apply. ARTICLE 10 -- AMENDMENTS SECTION 10.01. Without Consent of Holders. The Company and the Trustee may amend this Indenture, the Securities or any coupons without the consent of any Securityholder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article 5; (3) to provide that specific provisions of this Indenture shall not apply to a series not previ- ously issued; (4) to create a series and establish its terms; (5) to provide for a separate Trustee for one or more series; or -42- (6) to make any change that does not materially adversely affect the rights of any Securityholder. SECTION 10.02. With Consent of Holders. Unless the Bond Resolution otherwise provides, the Company and the Trustee may amend this Indenture, the Securi- ties and any coupons with the written consent of the Holders of a majority in principal amount of the Securities of all series affected by the amendment voting as one class. However, with- out the consent of each Securityholder affected, an amendment under this Section may not: (1) reduce the amount of Securities whose Holders must consent to an amendment; (2) reduce the interest on or change the time for payment of interest on any Security; (3) change the fixed maturity of any Security; (4) reduce the principal of any non-Discounted Secu- rity or reduce the amount of principal of any Discounted Security that would be due upon an acceleration thereof; (5) change the currency in which principal or inter- est on a Security is payable; (6) waive any default in payment of interest on or principal of a security; or (7) make any change in Section 6.04 or 10.02, except to increase the amount of Securities whose Hold- ers must consent to an amendment or waiver or to provide that other provisions of this Indenture cannot be amended or waived without the consent of each Securityholder affected thereby. An amendment of a provision included solely for the benefit of one or more series does not affect Securityholders of any other series. Securityholders need not consent to the exact text of a proposed amendment or waiver; it is sufficient if they con- sent to the substance thereof. -43- SECTION 10.03. Compliance with Trust Indenture Act. Every amendment pursuant to Section 10.01 or 10.02 shall be set forth in a supplemental indenture that complies with the TIA as then in effect. If a provision of the TIA requires or permits a pro- vision of this Indenture and the TIA provision is amended, then the Indenture provision shall be automatically amended to like effect. SECTION 10.04. Effect of Consents. An amendment or waiver becomes effective in accor- dance with its terms and thereafter binds every Securityholder entitled to consent to it. A consent to an amendment or waiver by a Holder of a Security is a continuing consent by the Holder and every subse- quent Holder of a Security that evidences the same debt as the consenting Holder's Security. Any Holder or subsequent Holder may revoke the consent as to his Security if the Trustee receives notice of the revocation before the amendment or waiver becomes effective. The Company may fix a record date for the determina- tion of Holders of Registered Securities entitled to give a consent. The record date shall not be less than 10 nor more than 60 days prior to the first written solicitation of Securityholders. SECTION 10.05. Notation on or Exchange of Securities. The Company or the Trustee may place an appropriate notation about an amendment or waiver on any Security there- after authenticated. The Company may issue in exchange for affected Securities new Securities that reflect the amendment or waiver. SECTION 10.06. Trustee Protected. The Trustee need not sign any supplemental indenture that adversely affects its rights, duties or immunities under this Indenture or otherwise. -44- ARTICLE 11 -- MISCELLANEOUS SECTION 11.01. Trust Indenture Act. The provisions of TIA {{ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Inden- ture) are a part of and govern this Indenture, whether or not physically contained herein. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. SECTION 11.02. Notices Any notice by one party to another is duly given if in writing and delivered in person, sent by facsimile transmis- sion confirmed by mail or mailed by first-class mail to the other's address shown below: Company: General Signal Corporation High Ridge Park, Box 10010 Stamford, Connecticut 06904 Attention: Vice President and Treasurer with a copy to the General Counsel Trustee: Chemical Bank 450 West 33rd Street New York, New York 10001 Attention: Corporate Trust Department A party by notice to the other parties may designate additional or different addresses for subsequent notices. Any notice mailed to a Securityholder shall be mailed to his address shown on the register kept by the Transfer Agent or on the list referred to in Section 2.06. Failure to mail a -45- notice to a Securityholder or any defect in a notice mailed to a Securityholder shall not affect the sufficiency of the notice mailed to other Securityholders or the sufficiency of any pub- lished notice. If a notice is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Company mails a notice to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. If in the Company's opinion it is impractical to mail a notice required to be mailed or to publish a notice required to be published, the Company may give such substitute notice as the Trustee approves. Failure to publish a notice as required or any defect in it shall not affect the sufficiency of any mailed notice. All notices shall be in the English language, except that any published notice may be in an official language of the country of publication. A "notice" includes any communication required by this Indenture. SECTION 11.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall if so requested furnish to the Trustee: (1) an Officers' Certificate stating that, in the opinion of the signers, all conditions prece- dent, if any, provided for in this Indenture relating to the proposed action have been com- plied with; and (2) an Opinion of Counsel stating that, in the opin- ion of such counsel, all such conditions prece- dent have been complied with. -46- SECTION 11.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compli- ance with a condition or covenant provided for in this Inden- ture shall include: (1) a statement that the person making such certifi- cate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such cer- tificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such cove- nant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. SECTION 11.05. Rules by Company and Agents. The Company may make reasonable rules for action by or a meeting of Securityholders. An Agent may make reasonable rules and set reasonable requirements for its functions. SECTION 11.06. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or a day on which banking institutions are not required to be open. If a payment date is a Legal Holiday at a place of payment, unless the Bond Resolution otherwise provides, payment may be made at that place on the next succeeding day that is not a Legal Holi- day, and no interest shall accrue for the intervening period. SECTION 11.07. No Recourse Against Others. All liability described in the Securities of any director, officer, employee or stockholder, as such, of the Company is waived and released. -47- SECTION 11.08. Duplicate Originals. The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture. SECTION 11.09. Governing Law. The laws of the State of New York shall govern this Indenture, the Securities and any coupons, unless federal law governs. -48- SIGNATURES Dated: April 15, 1996 GENERAL SIGNAL CORPORATION By Julian B. Twombly Vice President and Treasurer Attest: Paul Weinrel - ---------------------------- Dated: April 15, 1996 CHEMICAL BANK By Andrew M. Deck Vice President Attest: Francine Springer - ---------------------------- -49- EXHIBIT A A Form of Registered Security No. $ GENERAL SIGNAL CORPORATION [Title of Security] General Signal Corporation promises to pay to or registered assigns the principal sum of Dollars on , Interest Payment Dates: Record Dates: Dated: [ ] GENERAL SIGNAL CORPORATION Transfer Agent and Paying Agent by (SEAL) Authenticated: Vice President and Treasurer Registrar, by Authorized Officer Vice President A-1 GENERAL SIGNAL CORPORATION [Title of Security] 1. Interest.1 General Signal Corporation ("Company"), a New York corporation, promises to pay interest on the princi- pal amount of this Security at the rate per annum shown above. The Company will pay interest semiannu- ally on and of each year commencing , 19__. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from , 19__. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 2. Method of Payment.2 The Company will pay interest on the Securities to the persons who are registered holders of Securities at the close of business on the record date for the next interest payment date, except as otherwise pro- vided in the Indenture. Holders must surrender Secu- rities to a Paying Agent to collect principal pay- ments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. It may mail an interest check to a holder's registered address. 3. Bond Agents. Initially, , will act as Paying Agent, Transfer Agent and Registrar. The Com- pany may change any Paying Agent, Transfer Agent or Registrar without notice. The Company or any Affili- ate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee. 4. Indenture. The Company issued the securities of this series ("Securities") under an Indenture dated as of April 15, 1996 ("Indenture") between the Company and Chemical Bank ("Trustee"). The terms of the Securi- ties include those stated in the Indenture and in the Bond Resolution creating the Securities and those A-2 made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code {{ 77aaa-77bbbb). Securityholders are referred to the Indenture, the Bond Resolution and the Act for a statement of such terms. 5. Optional Redemption.3 On or after , the Company may redeem all the Securities at any time or some of them from time to time at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the redemption date. If redeemed during the 12-month period beginning, Year Percentage Year Percentage and thereafter at 100%. 6. Mandatory Redemption.4 The Company will redeem $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date.5 The Company may reduce the principal amount of Securities to be redeemed pursuant to this paragraph by sub- tracting 100% of the principal amount (excluding pre- mium) of any Securities (i) that the Company has acquired or that the Company has redeemed other than pursuant to this paragraph and (ii) that the Company has delivered to the Registrar for cancellation. The Company may subtract the same Security only once. 7. Additional Optional Redemption.6 In addition to redemptions pursuant to the above paragraph(s), the Company may redeem not more than $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date. A-3 8. Notice of Redemption.7 Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of Securities to be redeemed at his registered address. 9. Conversion.8 A Holder of a Security may convert it into Common Stock9 of the Company or cash, or a combination thereof, at the Company's option, at any time before the close of business on ___________, or, if the Security is called for redemption, the Holder may convert it at any time before the close of business on the redemption date. The initial Conversion Rate is ____________ (or an equivalent amount in cash) per $1,000 principal amount of the Securities, subject to adjustment as provided in Article 9 of the Indenture.10 The Company will deliver a check in lieu of any fractional share. On conversion no pay- ment or adjustment for interest accrued on the Secu- rities will be made nor for dividends on the Common Stock issued on conversion. If any Security is con- verted between the record date for the payment of interest and the next succeeding interest payment date, such Security must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so con- verted (unless such Security shall have been called for redemption, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Secu- rity being converted will be paid on such interest payment date to the registered holder of such Secu- rity on the immediately preceding record date. To convert a Security a Holder must (1) complete and sign the conversion notice on the back of the Secu- rity, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax if required. A Holder may convert a portion of a Security if the portion is $1,000 or an integral mul- tiple of $1,000. A-4 10. Denominations, Transfer, Exchange. The Securities are in registered form without coupons in denominations of $1,00011 and whole multiples of $1,000. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Transfer Agent may require a holder, among other things, to furnish appropriate endorse- ments and transfer documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange or register the transfer of any Security or portion of a Security selected for redemption. Also, it need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed. 11. Persons Deemed Owners. The registered holder of a Security may be treated as its owner for all purposes. 12. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment.12 Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series. Without the consent of any Securityholder, the Indenture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Com- pany obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder. 13. Restrictive Covenants.13 The Securities are unsecured general obligations of the Company limited to $ principal amount. 14. Successors. When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations. A-5 15. Defeasance Prior to Redemption or Maturity.14 Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 16. Defaults and Remedies. An Event of Default15 includes: default for 30 days in payment of interest on the Securities; default in payment of principal on the Securities; default by the Company for a specified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bank- ruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal16 of all the Securities to be due and payable immediately. Securityholders 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 Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that with- holding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. 17. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. A-6 18. 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 Securityholder by accepting a Secu- rity waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 19. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 20. Abbreviations. Customary abbreviations may be used in the name of a Securityholder 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 Securityholder upon writ- ten request and without charge a copy of the Indenture and the Bond Resolution, which contains the text of this Security in larger type. Requests may be made to: Secretary, General Sig- nal Corporation, High Ridge Park, Box 10010, Stamford, CT 06904. A-7 EXHIBIT B A Form of Bearer Security No. $ GENERAL SIGNAL CORPORATION [Title of Security] General Signal Corporation promises to pay to bearer the principal sum of Dollars on , Interest Payment Dates: Dated: [ ] GENERAL SIGNAL CORPORATION Transfer Agent (SEAL) by Authenticated: Vice President and Treasurer [ ] Registrar, by Authorized Officer Vice President B-1 GENERAL SIGNAL CORPORATION [Title of Security] 1. Interest.1 General Signal Corporation ("Company"), a New York corporation, promises to pay to bearer interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on and of each year commencing , 19 . Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from , 19 . Interest will be computed on the basis of a 360-day year of twelve 30- day months. 2. Method of Payment.2 Holders must surrender Securities and any coupons to a Paying Agent to collect principal and interest pay- ments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. 3. Bond Agents. Initially, , will act as Transfer Agent, Paying Agent and Registrar. The Company may change any Paying Agent, Transfer Agent or Registrar without notice. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee. 4. Indenture. The Company issued the securities of this series ("Securities") under an Indenture dated as of April 15, 1996 ("Indenture") between the Company and Chemical Bank ("Trustee"). The terms of the Securi- ties include those stated in the Indenture and the Bond Resolution and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code {{ 77aaa-77bbbb). Securityholders are referred to the Indenture, the Bond Resolution and the Act for a statement of such terms. B-2 5. Optional Redemption.3 On or after , the Company may redeem all the Securities at any time or some of them from time to time at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the redemption date. If redeemed during the 12-month period beginning, Year Percentage Year Percentage and thereafter at 100%. 6. Mandatory Redemption.4 The Company will redeem $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date.5 The Company may reduce the principal amount of Securities to be redeemed pursu- ant to this paragraph by subtracting 100% of the principal amount (excluding premium) of any Securi- ties (i) that the Company has acquired or that the Company has redeemed other than pursuant to this paragraph and (ii) that the Company has delivered to the Registrar for cancellation. The Company may subtract the same Security only once. 7. Additional Optional Redemption.6 In addition to redemptions pursuant to the above paragraph(s), the Company may redeem not more than $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date. 8. Notice of Redemption.7 Notice of redemption will be published once in an Authorized Newspaper in the City of New York and if the Securities are listed on any stock exchange located outside the United States and such stock exchange so requires, in any other required city out- side the United States at least 30 days but not more than 60 days before the redemption date. Notice of redemption also will be mailed to holders who have B-3 filed their names and addresses with the Transfer Agent within the two preceding years. A holder of Securities may miss important notices if he fails to maintain his name and address with the Transfer Agent. 9. Conversion.8 A Holder of a Security may convert it into Common Stock9 of the Company or cash, or a combination thereof, at the Company's option, at any time before the close of business on ___________, or, if the Security is called for redemption, the Holder may convert it at any time before the close of business on the redemption date. The initial Conversion Rate is ____________ (or an equivalent amount in cash) per $1,000 principal amount of the Securities, subject to adjustment as provided in Article 9 of the Indenture.10 The Company will deliver a check in lieu of any fractional share. On conversion no pay- ment or adjustment for interest accrued on the Secu- rities will be made nor for dividends on the Common Stock issued on conversion. If any Security is con- verted between the record date for the payment of interest and the next succeeding interest payment date, such Security must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so con- verted (unless such Security shall have been called for redemption, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Secu- rity being converted will be paid on such interest payment date to the registered holder of such Secu- rity on the immediately preceding record date. To convert a Security a Holder must (1) complete and sign the conversion notice on the back of the Secu- rity, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax if required. A Holder may convert a portion of a Security if the portion is $1,000 or an integral mul- tiple of $1,000. B-4 10. Denominations, Transfer, Exchange. The Securities are in bearer form with coupons in denominations of $5,00011 and whole multiples of $5,000. The Securities may be transferred by deliv- ery and exchanged as provided in the Indenture. Upon an exhange, the Transfer Agent may require a holder, among other things, to furnish appropriate documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange any Security or portion of a Security selected for redemption. Also, it need not exchange any Securi- ties for a period of 15 days before a selection of Securities to be redeemed. 11. Persons Deemed Owners. The holder of a Security or coupon may be treated as its owner for all purposes. 12. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment.12 Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series. Without the consent of any Securityholder, the Inden- ture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder. 13. Restrictive Covenants.13 The Securities are unsecured general obligations of the Company limited to $ principal amount. 14. Successors. When a successor assumes all the obligations of the Company under the Securities, any coupons and the Indenture, the Company will be released from those obligations. B-5 15. Defeasance Prior to Redemption or Maturity.14 Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities, any coupons and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of prin- cipal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 16. Defaults and Remedies. An Event of Default15 includes: default for 30 days in payment of interest on the Securities; default in payment of principal on the Securities; default by the Company for a specified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bank- ruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal16 of all the Securities to be due and payable immediately. Securityholders 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 Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that with- holding notice is in their interests. The Company must furnish an annual compliance certificate to the Trustee. 17. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. B-6 18. 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 Securityholder by accepting a Secu- rity waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 19. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 20. Abbreviations. Customary abbreviations may be used in the name of a Securityholder 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 Securityholder upon written request and without charge a copy of the Indenture and the Bond Resolution, which contains the text of this Security in larger type. Requests may be made to: Secretary, General Signal Corporation, High Ridge Park, Box 10010, Stamford, CT 06904. B-7 [FACE OF COUPON] ............... [$]............ Due............ GENERAL SIGNAL CORPORATION [Title of Security] Unless the Security attached to this coupon has been called for redemption, General Signal Corporation ("Company") will pay to bearer, upon surrender, the amount shown hereon when due. This coupon may be surrendered for payment to any Paying Agent listed on the back of this coupon unless the Com- pany has replaced such Agent. Payment may be made by check. This coupon represents six months' interest. GENERAL SIGNAL CORPORATION By [REVERSE OF COUPON] PAYING AGENTS NOTES TO EXHIBITS A AND B 1 If the Security is not to bear interest at a fixed rate per annum, insert a description of the manner in which the rate of interest is to be determined. If the Security is not to bear interest prior to maturity, so state. 2 If the method or currency of payment is different, insert a statement thereof. 3 If applicable. 4 If applicable. 5 If the Security is a Discounted Security, insert amount to be redeemed or method of calculating such amount. 6 If applicable. Also insert, if applicable, provisions for repayment of Securities at the option of the Securityholder. 7 If applicable. 8 If applicable. 9 If applicable. If the Securities are convertible into securities or property other than Common Stock so specify and insert a brief summary of the terms of conversion. 10 If additional or different adjustment provisions apply so specify. 11 If applicable. Insert additional or different denominations. 12 If different terms apply, insert a brief summary thereof. 13 If applicable. If additional or different covenants apply, insert a brief summary thereof. 14 If applicable. If different defeasance terms apply, insert a brief summary thereof. 15 If additional or different Events of Default apply, insert a brief summary thereof. 16 If the Security is a Discounted Security, set forth the amount due and payable upon an Event of Default. Note: U.S. tax law may require certain legends on Discounted and Bearer Securities. EXHIBIT C 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 other side of this Security) C-1 EX-4.2 4 FORM OF SUBORDINATED DEBT SECURITIES INDENTURE GENERAL SIGNAL CORPORATION SUBORDINATED DEBT SECURITIES INDENTURE Dated as of April 15, 1996 THE CHASE MANHATTAN BANK, N.A., Trustee CROSS-REFERENCE TABLE TIA Indenture Section Section 310(a)(1)....................................... 7.07 (a)(2)....................................... 7.07; 7.09 (a)(3)....................................... N.A. (a)(4)....................................... N.A. (a)(5)....................................... 7.07 (b).......................................... 7.07; 12.02 (c).......................................... N.A. 311(a).......................................... N.A. (b).......................................... N.A. (c).......................................... N.A. 312(a).......................................... 2.06 (b).......................................... N.A. (c).......................................... N.A. 313(a).......................................... 7.05 (b)(1)....................................... N.A. (b)(2)....................................... 7.05 (c).......................................... 7.05; 12.02 (d).......................................... 7.05 314(a).......................................... 4.03; 4.04; 12.02 (b).......................................... N.A. (c)(1)....................................... 12.03 (c)(2)....................................... 12.03 (c)(3)....................................... N.A. (d).......................................... N.A. (e).......................................... 12.04 (f).......................................... N.A. 315(a).......................................... 7.01(3) (b).......................................... 7.04; 12.02 (c).......................................... N.A. (d).......................................... 7.01(5) (e).......................................... N.A. 316(a)(last sentence)........................... 2.11 (a)(1)(A).................................... 6.05 (a)(1)(B).................................... 6.04 (a)(2)....................................... N.A. (b).......................................... 6.04 (c).......................................... 11.04 317(a)(1)....................................... 6.07 (a)(2)....................................... N.A. (b).......................................... 2.05 318(a).......................................... 12.01 (b).......................................... N.A. (c).......................................... 11.01 - --------------------- N.A. means Not Applicable NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a part of the Indenture. TABLE OF CONTENTS Article Section Heading Page 1 DEFINITIONS 1.01 Definitions ................ 1 1.02 Other Definitions .......... 3 1.03 Rules of Construction ...... 4 2 THE SECURITIES 2.01 Issuable in Series ............ 4 2.02 Execution and Authentication... 6 2.03 Bond Agents ................... 7 2.04 Bearer Securities ............. 7 2.05 Paying Agent to Hold Money in Trust ................... 8 2.06 Securityholder Lists .......... 9 2.07 Transfer and Exchange ......... 9 2.08 Replacement Securities ........ 10 2.09 Outstanding Securities ........ 10 2.10 Discounted Securities ......... 11 2.11 Treasury Securities ........... 11 2.12 Global Securities ............. 11 2.13 Temporary Securities .......... 12 2.14 Cancellation .................. 12 2.15 Defaulted Interest ............ 12 3 REDEMPTION 3.01 Notices to Trustee ............ 13 3.02 Selection of Securities to Be Redeemed ................ 13 3.03 Notice of Redemption .......... 14 3.04 Effect of Notice of Redemption .............. 14 3.05 Payment of Redemption Price ... 14 3.06 Securities Redeemed in Part ... 15 -i- Article Section Heading Page 4 COVENANTS 4.01 Payment of Securities ......... 15 4.02 Overdue Interest .............. 16 4.03 Compliance Certificate ........ 16 4.04 SEC Reports ................... 16 5 SUCCESSORS 5.01 When Company May Merge, etc. ... 17 6 DEFAULTS AND REMEDIES 6.01 Events of Default .............. 17 6.02 Acceleration ................... 18 6.03 Other Remedies ................. 19 6.04 Waiver of Past Defaults ........ 19 6.05 Control by Majority ............ 20 6.06 Limitation on Suits ............ 20 6.07 Collection Suit by Trustee ..... 20 6.08 Priorities ..................... 21 7 TRUSTEE 7.01 Rights of Trustee .............. 21 7.02 Individual Rights of Trustee ... 22 7.03 Trustee's Disclaimer ........... 22 7.04 Notice of Defaults ............. 22 7.05 Reports by Trustee to Holders .. 23 7.06 Compensation and Indemnity ..... 23 7.07 Replacement of Trustee ......... 24 7.08 Successor Trustee by Merger, etc. ..................... 25 7.09 Trustee's Capital and Surplus .. 25 7.10 No Conflicting Interest......... 25 8 DISCHARGE OF INDENTURE 8.01 Defeasance ...................... 25 8.02 Conditions to Defeasance ........ 26 8.03 Application of Trust Money ...... 27 8.04 Repayment to Company ............ 27 -ii- Article Section Heading Page 9 CONVERSION 9.01 Conversion Privilege ............ 28 9.02 Conversion Procedure ............ 28 9.03 Taxes on Conversion ............. 29 9.04 Company Determination Final ..... 30 9.05 Trustee's and Conversion Agent's Disclaimer ........ 30 9.06 Company to Provide Conversion Securities ................ 30 9.07 Cash Settlement Option .......... 31 9.08 Adjustment in Conversion Rate for Change in Capital Stock ..................... 31 9.09 Adjustment in Conversion Rate for Common Stock Issued Below Market Price ......... 32 9.10 Adjustment for Other Distributions ............. 35 9.11 Voluntary Adjustment ............ 35 9.12 When Adjustment May Be Deferred .................. 36 9.13 When No Adjustment Required ..... 36 9.14 Notice of Adjustment ............ 36 9.15 Notice of Certain Transactions .............. 37 9.16 Reorganization of the Company ... 37 10 AMENDMENTS 10.01 Agreement to Subordinate......... 38 10.02 Certain Definitions.............. 38 10.03 Liquidation; Dissolution; Bankruptcy................. 39 10.04 Company Not to Make Payments with Respect to Securities in Certain Circumstances... 39 10.05 Acceleration of Securities....... 40 10.06 When Distribution Must Be Paid Over....................... 40 10.07 Notice by Company................ 41 10.08 Subrogation...................... 41 10.09 Subordination May Not Be Impaired by Company........ 41 10.10 Distribution or Notice to Representative............. 41 10.11 Rights of Trustee and Paying Agent...................... 41 10.12 Officer's Certificate............ 42 -iii- Article Section Heading Page 10.13 Obligation of Company Unconditional.............. 43 11 11.01 Without Consent of Holders....... 43 11.02 With Consetn of Holders 11.03 Compliance with Trust Indenture Act........................ 44 11.04 Effect of Consent................ 45 11.05 Notation on or Exchange of Securities................. 45 11.06 Trustee Protected................ 46 12 MISCELLANEOUS 12.01 Trust Indenture Act ............. 46 12.02 Notices ......................... 46 12.03 Certificate and Opinion as to Conditions Precedent ...... 47 12.04 Statements Required in Cer- tificate or Opinion ....... 48 12.05 Rules by Company and Agents ..... 48 12.06 Legal Holidays .................. 48 12.07 No Recourse Against Others....... 48 12.08 Duplicate Originals.............. 49 12.09 Governing Law.................... 49 SIGNATURES ............................... 50 Exhibit A: A Form of Registered Security ................ A-1 Exhibit B: A Form of Bearer Security Notes to Exhibits A and B .................. B-1 Exhibit C: A Form of Assignment ......... C-1 Exhibit D: A Form of Conversion Notice.................... D-1 -iv- INDENTURE dated as of April 15, 1996 between GENERAL SIGNAL CORPORATION, a New York corporation ("Company"), and THE CHASE MANHATTAN BANK, N.A., a national banking association ("Trustee"). Each party agrees as follows for the benefit of the Holders of the Company's debt securities issued under this Indenture: ARTICLE 1 -- DEFINITIONS SECTION 1.01. Definitions. "Affiliate" means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. "Agent" means any Registrar, Transfer Agent, Paying Agent or Conversion Agent. "Authorized Newspaper" means a newspaper that is: (1) printed in the English language or in an offi- cial language of the country of publication; (2) customarily published on each business day in the place of publication; and (3) of general circulation in the relevant place or in the financial community of such place. Whenever successive publications in an Authorized Newspaper are required, they may be made on the same or different business days and in the same or different Authorized Newspapers. "Bearer Security" means a Security payable to bearer. "Board" means the Board of Directors of the Company or any authorized committee of the Board. "Bond Resolution" means a resolution adopted by the Board or by an Officer or committee of Officers pursuant to Board delegation authorizing a series of Securities. "Capital Stock" means any and all shares, interests, participations or other equivalents (however designated) of capital stock of any person and all warrants or options to acquire such capital stock. "Common Stock" means the Common Stock, par value $1.00 per share, of the Company or any security into which the Common Stock may be converted. "Company" means the party named as such above until a successor replaces it and thereafter means the successor. "Conversion Rate" means such number of shares or amount of securities or other property for which $1,000 aggre- gate principal amount of Securities of any series is convert- ible, initially as stated in the Bond Resolution authorizing the series and as adjusted pursuant to the terms of this Inden- ture and the Bond Resolution. "coupon" means an interest coupon for a Bearer Security. "Default" means any event which is, or after notice or passage of time would be, an Event of Default. "Discounted Security" means a Security where the amount of principal due upon acceleration is less than the stated principal amount. "Holder" or "Securityholder" means the person in whose name a Registered Security is registered and the bearer of a Bearer Security or coupon. "Indenture" means this Indenture and any Bond Resolu- tion as amended from time to time. "NASDAQ" means the National Association of Securities Dealers Automated Quotation System. "Officer" means the Chairman, any Vice-Chairman, the President, any Executive Vice President, any Senior Vice-President, any Vice-President, the Treasurer, the Secre- tary, the Controller or any Assistant Treasurer of the Company. "Officers' Certificate" means a certificate signed by two Officers or by an Officer and an Assistant Secretary or Assistant Treasurer of the Company. "Opinion of Counsel" means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. "principal" of a debt security means the principal of the security plus the premium, if and when applicable, on the security. -2- "Registered Security" means a Security registered as to principal and interest by the Registrar. "SEC" means the Securities and Exchange Commission. "Securities" means the debt securities issued under this Indenture. "series" means a series of Securities or the Securi- ties of the series. "Stock Trading Day" means each day on which the secu- rities exchange or quotation system which is used to determine the Market Price is open for trading or quotation. "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S. Code { 77aaa-77bbbb), and as in effect on the date shown above. "Trustee" means the party named as such above until a successor replaces it and thereafter means the successor. "Trust Officer" means the Chairman of the Board, the President or any other officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters. "United States" means the United States of America, its territories and possessions and other areas subject to its jurisdiction. "Yield to Maturity" means the yield to maturity on a Security at the time of its issuance or at the most recent determination of interest on the Security. SECTION 1.02. Other Definitions. Term Defined in Section "Bankruptcy Law" 6.01 "Conversion Agent" 2.03 "Conversion Date" 9.02 "Conversion Notice" 9.02 "Conversion Right" 9.01 "Custodian" 6.01 "Event of Default" 6.01 "Legal Holiday" 12.06 "Market Price" 9.07 "Paying Agent" 2.03 -3- "Registrar" 2.03 "Representative" 10.02 "Senior Indebtedness" 10.02 "Transfer Agent" 2.03 "Treasury Regulations" 2.04 "U.S. Government Obligations" 8.02 SECTION 1.03. Rules of Construction. Unless the context otherwise requires: (1) a term has the meaning assigned to it; (2) an accounting term not otherwise defined has the meaning assigned to it in accordance with gener- ally accepted accounting principles in the United States; (3) generally accepted accounting principles are those applicable from time to time; (4) all terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings assigned to them by such definitions; (5) "or" is not exclusive; and (6) words in the singular include the plural, and in the plural include the singular. ARTICLE 2 -- THE SECURITIES SECTION 2.01. Issuable in Series. The aggregate principal amount of Securities that may be issued under this Indenture is unlimited. The Securities may be issued from time to time in one or more series. Each series shall be created by a Bond Resolution or a supplemental indenture that establishes the terms of the series, which may include the following: (1) the title of the series; (2) the aggregate principal amount of the series; -4- (3) the interest rate, if any, or method of calcula- ting the interest rate; (4) the date from which interest will accrue; (5) the record dates for interest payable on Regis- tered Securities; (6) the dates when principal and interest are payable; (7) the manner of paying principal and interest; (8) the places where principal and interest are payable; (9) the Registrar, Transfer Agent and Paying Agent; (10) the terms of any mandatory or optional redemp- tion by the Company; (11) the terms of any redemption at the option of Holders; (12) the denominations in which Securities are issuable; (13) whether Securities will be issuable as Regis- tered Securities or Bearer Securities; (14) whether and upon what terms Registered Securi- ties and Bearer Securities may be exchanged; (15) whether any Securities will be represented by a Security in global form; (16) the terms of any global Security; (17) the terms of any tax indemnity; (18) the currencies (including any composite cur- rency) in which principal or interest may be paid; (19) if payments of principal or interest may be made in a currency other than that in which Securi- ties are denominated, the manner for determining such payments; -5- (20) if amounts of principal or interest may be determined by reference to an index, formula or other method, the manner for determining such amounts; (21) provisions for electronic issuance of Securities or for Securities in uncertificated form; (22) the portion of principal payable upon accelera- tion of a Discounted Security; (23) any Events of Default or covenants in addition to or in lieu of those set forth in this Indenture; (24) whether and upon what terms Securities may be defeased; (25) the forms of the Securities or any coupon, which may be in the form of Exhibit A or B; (26) any terms that may be required by or advisable under U.S. or other applicable laws; (27) the terms of the subordination of the Securities of such series, if different from that provided in Article 10; (28) whether and upon what terms Securities will be convertible into or exchangeable for other secu- rities or property of the Company or another person, which may include the terms provided in Article 9; and (29) any other terms not inconsistent with this Indenture. All Securities of one series need not be issued at the same time and, unless otherwise provided, a series may be reopened for issuances of additional Securities of such series. The creation and issuance of a series and the authen- tication and delivery thereof are not subject to any conditions precedent. SECTION 2.02. Execution and Authentication. Two Officers shall sign the Securities by manual or facsimile signature. The Company's seal may be reproduced on -6- the Securities. An Officer shall sign any coupons by facsimile signature. If an Officer whose signature is on a Security or its coupons no longer holds that office at the time the Security is authenticated or delivered, the Security and coupons shall nevertheless be valid. A Security and its coupons shall not be valid until the Security is authenticated by the manual signature of the Registrar. The signature shall be conclusive evidence that the Security has been authenticated under this Indenture. Each Registered Security shall be dated the date of its authentication. Each Bearer Security shall be dated the date of its original issuance or as provided in the Bond Resolution. Securities may have notations, legends or endorse- ments required by law, stock exchange rule, agreement or usage. SECTION 2.03. Bond Agents. The Company shall maintain an office or agency where Securities may be authenticated ("Registrar"), where Securities may be presented for registration of transfer or for exchange ("Transfer Agent"), where Securities may be presented for pay- ment ("Paying Agent") and, if applicable to Securities of any series, where Securities may be presented for conversion ("Con- version Agent"). Whenever the Company must issue or deliver Securities pursuant to this Indenture, the Registrar shall authenticate the Securities at the Company's written order. The Transfer Agent shall keep a register of the Securities and of their transfer and exchange. The Company may appoint more than one Registrar, Transfer Agent, Paying Agent or Conversion Agent for a series. The Company shall notify the Trustee of the name and address of any Agent not a party to this Indenture. If the Company fails to maintain a Registrar, Transfer Agent, Paying Agent or Con- version Agent for a series, the Trustee shall act as such. SECTION 2.04. Bearer Securities. U.S. laws and Treasury Regulations restrict sales or exchanges of and payments on Bearer Securities. Therefore, except as provided below: -7- (1) Bearer Securities will be offered, sold and delivered only outside the United States and will be delivered only upon presentation of a certificate in a form prescribed by the Company to comply with U.S. laws and regulations. (2) Bearer Securities will not be issued in exchange for Registered Securities. (3) All payments of principal and interest (includ- ing original issue discount) on Bearer Securi- ties will be made outside the United States by a Paying Agent located outside the United States unless the Company determines that: (A) such payments may not be made by such Pay- ing Agent because the payments are illegal or prevented by exchange controls as described in Treasury Regulation { 1.163-5(c)(2)(v); and (B) making the payments in the United States would not have an adverse tax effect on the Company. If there is a change in the relevant provisions of U.S. laws or Treasury Regulations or the judicial or adminis- trative interpretation thereof, a restriction set forth in paragraph (1), (2) or (3) above will not apply to a series if the Company determines that the relevant provisions no longer apply to the series or that failure to comply with the relevant provisions would not have an adverse tax effect on the Company or on Securityholders or cause the series to be treated as "registration-required" obligations under U.S. law. The Company shall notify the Trustee of any determi- nations by the Company under this Section. "Treasury Regulations" means regulations of the U.S. Treasury Department under the Internal Revenue Code of 1986, as amended. SECTION 2.05. Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent for a series other than the Trustee to agree in writing that the Pay- ing Agent will hold in trust for the benefit of the persons entitled thereto all money held by the Paying Agent for the payment of principal of or interest on the series, and will -8- notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money so held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have no further liability for the money. If the Company or an Affiliate acts as Paying Agent for a series, it shall segregate and hold as a separate trust fund all money held by it as Paying Agent for the series. SECTION 2.06. Securityholder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Securityholders. If the Trustee is not the Transfer Agent, the Company shall furnish to the Trus- tee semiannually and at such other times as the Trustee may request a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Registered Securities and Holders of Bearer Securities whose names are on the list referred to below. The Transfer Agent shall keep a list of the names and addresses of Holders of Bearer Securities who file a request to be included on such list. A request will remain in effect for two years but successive requests may be made. Whenever the Company or the Trustee is required to mail a notice to all Holders of Registered Securities of a series, it also shall mail the notice to Holders of Bearer Securities of the series whose names are on the list. Whenever the Company is required to publish a notice to all Holders of Bearer Securities of a series, it also shall mail the notice to such of them whose names are on the list. SECTION 2.07. Transfer and Exchange. Where Registered Securities of a series are presented to the Transfer Agent with a request to register a transfer or to exchange them for an equal principal amount of Registered Securities of other denominations of the series, the Transfer Agent shall register the transfer or make the exchange if its requirements for such transactions are met. -9- The Transfer Agent may require a Holder to pay a sum sufficient to cover any taxes imposed on a transfer or exchange. If a series provides for Registered and Bearer Secu- rities and for their exchange, Bearer Securities may be exchanged for Registered Securities and Registered Securities may be exchanged for Bearer Securities as provided in the Secu- rities or the Bond Resolution if the requirements of the Trans- fer Agent for such transactions are met and if Section 2.04 permits the exchange. SECTION 2.08. Replacement Securities. If the Holder of a Security or coupon claims that it has been lost, destroyed or wrongfully taken, then, in the absence of notice to the Company or the Trustee that the Secu- rity or coupon has been acquired by a bona fide purchaser, the Company shall issue a replacement Security or coupon if the Company and the Trustee receive: (1) evidence satisfactory to them of the loss, destruction or taking; (2) an indemnity bond satisfactory to them; and (3) payment of a sum sufficient to cover their expenses and any taxes for replacing the Secu- rity or coupon. A replacement Security shall have coupons attached correspond- ing to those, if any, on the replaced Security. Every replacement Security or coupon is an additional obligation of the Company. SECTION 2.09. Outstanding Securities. The Securities outstanding at any time are all the Securities authenticated by the Registrar except for those can- celled by it, those delivered to it for cancellation, and those described in this Section as not outstanding. If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Security is held by a bona fide purchaser. -10- If Securities are considered paid under Section 4.01, they cease to be outstanding and interest on them ceases to accrue. A Security does not cease to be outstanding because the Company or an Affiliate holds the Security. SECTION 2.10. Discounted Securities. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, the principal amount of a Discounted Secu- rity shall be the amount of principal that would be due as of the date of such determination if payment of the Security were accelerated on that date. SECTION 2.11. Treasury Securities. In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or an Affil- iate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded. SECTION 2.12. Global Securities. If the Bond Resolution so provides, the Company may issue some or all of the Securities of a series in temporary or permanent global form. A global Security may be in registered form, in bearer form with or without coupons or in uncertificated form. A global Security shall represent that amount of Securities of a series as specified in the global Security or as endorsed thereon from time to time. At the Com- pany's request, the Registrar shall endorse a global Security to reflect the amount of any increase or decrease in the Secu- rities represented thereby. The Company may issue a global Security only to a depository designated by the Company. A depository may trans- fer a global Security only as a whole to its nominee or to a successor depository. The Bond Resolution may establish, among other things, the manner of paying principal and interest on a global Security and whether and upon what terms a beneficial owner of -11- an interest in a global Security may exchange such interest for definitive Securities. The Company, an Affiliate, the Trustee and any Agent shall not be responsible for any acts or omissions of a deposi- tory, for any depository records of beneficial ownership inter- ests or for any transactions between the depository and benefi- cial owners. SECTION 2.13. Temporary Securities. Until definitive Securities of a series are ready for delivery, the Company may use temporary Securities. Temporary Securities shall be substantially in the form of definitive Securities but may have variations that the Company considers appropriate for temporary Securities. Temporary Securities may be in global form. Temporary Bearer Securities may have one or more coupons or no coupons. Without unreasonable delay, the Company shall deliver definitive Securities in exchange for temporary Securities. SECTION 2.14. Cancellation. The Company at any time may deliver Securities to the Registrar for cancellation. The Transfer Agent and the Paying Agent shall forward to the Registrar any Securities and coupons surrendered to them for payment, exchange or registration of transfer. The Registrar shall cancel all Securities or coupons surrendered for payment, registration of transfer, exchange or cancellation as follows: the Registrar will cancel all Regis- tered Securities and matured coupons. The Registrar also will cancel all Bearer Securities and unmatured coupons unless the Company requests the Registrar to hold the same for redelivery. Any Bearer Securities so held shall be considered delivered for cancellation under Section 2.09. The Registrar shall destroy cancelled Securities and coupons unless the Company otherwise directs. Unless the Bond Resolution otherwise provides, the Company may not issue new Securities to replace Securities that the Company has paid or that the Company has delivered to the Registrar for cancellation. SECTION 2.15. Defaulted Interest If the Company defaults in a payment of interest on Registered Securities, it need not pay the defaulted interest -12- to Holders on the regular record date. The Company may fix a special record date for determining Holders entitled to receive defaulted interest or the Company may pay defaulted interest in any other lawful manner. ARTICLE 3 -- REDEMPTION SECTION 3.01. Notices to Trustee. Securities of a series that are redeemable before maturity shall be redeemable in accordance with their terms and, unless the Bond Resolution otherwise provides, in accor- dance with this Article. In the case of a redemption by the Company, the Com- pany shall notify the Trustee of the redemption date and the principal amount of Securities to be redeemed. The Company shall notify the Trustee at least 50 days before the redemption date unless a shorter notice is satisfactory to the Trustee. If the Company is required to redeem Securities, it may reduce the principal amount of Securities required to be redeemed to the extent it is permitted a credit by the terms of the Securities and it notifies the Trustee of the amount of the credit and the basis for it. If the reduction is based on a credit for acquired or redeemed Securities that the Company has not previously delivered to the Registrar for cancellation, the Company shall deliver the Securities at the same time as the notice. SECTION 3.02. Selection of Securities to Be Redeemed. If less than all the Securities of a series are to be redeemed, the Trustee shall select the Securities to be redeemed by a method the Trustee considers fair and appropri- ate. The Trustee shall make the selection from Securities of the series outstanding and not previously called for redemp- tion. The Trustee may select for redemption portions of the principal of Securities having denominations larger than the minimum denomination for the series. Securities and portions thereof selected for redemption shall be in amounts equal to the minimum denomination for the series or an integral multiple thereof. Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption. -13- SECTION 3.03. Notice of Redemption. At least 30 days but not more than 60 days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder of Registered Securities whose Securities are to be redeemed. If Bearer Securities are to be redeemed, the Company shall publish a notice of redemption in an Authorized Newspaper as provided in the Securities. A notice shall identify the Securities of the series to be redeemed and shall state: (1) the redemption date; (2) the redemption price; (3) the name and address of the Paying Agent; (4) that Securities called for redemption, together with all coupons, if any, maturing after the redemption date, must be surrendered to the Pay- ing Agent to collect the redemption price; (5) that interest on Securities called for redemp- tion ceases to accrue on and after the redemp- tion date; and (6) whether the redemption by the Company is manda- tory or optional. A redemption notice given by publication need not identify Registered Securities to be redeemed. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense. SECTION 3.04. Effect of Notice of Redemption. Once notice of redemption is given, Securities called for redemption become due and payable on the redemption date at the redemption price stated in the notice. SECTION 3.05. Payment of Redemption Price. On or before the redemption date, the Company shall deposit with the Paying Agent money sufficient to pay the -14- redemption price of and accrued interest on all Securities to be redeemed on that date. When the Holder of a Security surrenders it for redemption in accordance with the redemption notice, the Com- pany shall pay to the Holder on the redemption date the redemp- tion price and accrued interest to such date, except that: (1) the Company will pay any such interest (except defaulted interest) to Holders on the record date of Registered Securities if the redemption date occurs on an interest payment date; and (2) the Company will pay any such interest to Hold- ers of coupons that mature on or before the redemption date upon surrender of such coupons to the Paying Agent. Coupons maturing after the redemption date on a called Security are void absent a payment default on that date. Nevertheless, if a Holder surrenders for redemption a Bearer Security missing any such coupons, the Company may deduct the face amount of such coupons from the redemption price. If thereafter the Holder surrenders to the Paying Agent the miss- ing coupons, the Company will return the amount so deducted. The Company also may waive surrender of the missing coupons if it receives an indemnity bond satisfactory to the Company. SECTION 3.06. Securities Redeemed in Part. Upon surrender of a Security that is redeemed in part, the Company shall deliver to the Holder a new Security of the same series equal in principal amount to the unredeemed portion of the Security surrendered. ARTICLE 4 -- COVENANTS SECTION 4.01. Payment of Securities. The Company shall pay the principal of and interest on a series in accordance with the terms of the Securities for the series, any related coupons, and this Indenture. Principal and interest on a series shall be considered paid on the date due if the Paying Agent for the series holds on that date money sufficient to pay all principal and interest then due on the series. -15- SECTION 4.02. Overdue Interest. Unless the Bond Resolution otherwise provides, the Company shall pay interest on overdue principal of a Security of a series at the rate (or Yield to Maturity in the case of a Discounted Security) borne by the series; it shall pay interest on overdue installments of interest at the same rate or Yield to Maturity to the extent lawful. SECTION 4.03. Compliance Certificate. The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year of the Company, a brief certificate signed by the principal executive officer, princi- pal financial officer or principal accounting officer of the Company, as to the signer's knowledge of the Company's compli- ance with all conditions and covenants under this Indenture (determined without regard to any period of grace or require- ment of notice provided herein) and if there has been a default in the fulfillment of any such obligation specifying each such default known to him and the nature and status thereof. Any other obligor on the Securities also shall deliver to the Trustee such a certificate similarly signed as to its compliance with this Indenture within 120 days after the end of each of its fiscal years. The certificates need not comply with Section 12.04. SECTION 4.04. SEC Reports. The Company shall file with the Trustee, within 15 days after the Company is required to file the same with the SEC, copies of the annual reports and of the information, docu- ments, and other reports (or such portions of the foregoing as the SEC may prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Any other obligor on the Securities shall do likewise as to the above items which it is required to file with the SEC pursuant to those Sections. -16- ARTICLE 5 -- SUCCESSORS SECTION 5.01. When Company May Merge, etc. The Company shall not consolidate with or merge into, or transfer all or substantially all of its assets to, any per- son unless: (1) the person is organized under the laws of the United States or a State thereof; (2) the person assumes by supplemental indenture all the obligations of the Company under this Inden- ture, the Securities and any coupons; and (3) immediately after the transaction no Default exists. The successor shall be substituted for the Company, and thereafter all obligations of the Company under this Inden- ture, the Securities and any coupons shall terminate. ARTICLE 6 -- DEFAULTS AND REMEDIES SECTION 6.01. Events of Default. An "Event of Default" on a series occurs if: (1) the Company defaults in any payment of interest on any Securities of the series when the same becomes due and payable and the Default contin- ues for a period of 30 days; (2) the Company defaults in the payment of the prin- cipal of any Securities of the series when the same becomes due and payable at maturity or upon redemption, acceleration or otherwise and the default continues for a period of five days; (3) the Company defaults in the performance of any of its other agreements applicable to the series and the Default continues for 90 days after the notice specified below; (4) the Company pursuant to or within the meaning of any Bankruptcy Law: (A) commences a voluntary case, -17- (B) consents to the entry of an order for relief against it in an involuntary case, (C) consents to the appointment of a Custodian for it or for all or substantially all of its property, or (D) makes a general assignment for the benefit of its creditors; (5) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company in an involuntary case, (B) appoints a Custodian for the Company or for all or substantially all of its property, or (C) orders the liquidation of the Company; and the order or decree remains unstayed and in effect for 60 days; or (6) any other Event of Default provided for in the series. The term "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal or State law for the relief of debtors. The term "Custodian" means any receiver, trustee, assignee, liquidator or a similar official under any Bankruptcy Law. A Default under clause (3) is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the series notify the Company of the Default and the Company does not cure the Default within the time specified after receipt of the notice. The notice must specify the Default, demand that it be remedied and state that the notice is a "Notice of Default." If Holders notify the Company of a Default, they shall notify the Trustee at the same time. SECTION 6.02. Acceleration. If an Event of Default occurs and is continuing on a series, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the series by notice to the Company and the Trustee, may declare the principal of and accrued interest on all the Securities of the series to be due -18- and payable immediately. Discounted Securities may provide that the amount of principal due upon acceleration is less than the stated principal amount. The Holders of a majority in principal amount of the series by notice to the Trustee may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default on the series have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration. SECTION 6.03. Other Remedies. If an Event of Default occurs and is continuing on a series, the Trustee may pursue any available remedy to collect principal or interest then due on the series, to enforce the performance of any provision applicable to the series, or otherwise to protect the rights of the Trustee and Holders of the series. The Trustee may maintain a proceeding even if it does not possess any of the Securities or coupons or does not pro- duce any of them in the proceeding. A delay or omission by the Trustee or any Securityholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permit- ted by law. SECTION 6.04. Waiver of Past Defaults. Unless the Bond Resolution otherwise provides, the Holders of a majority in principal amount of a series by notice to the Trustee may waive an existing Default on the series and its consequences except: (1) a Default in the payment of the principal of or interest on the series, or (2) a Default in respect of a provision that under Section 9.02 cannot be amended without the con- sent of each Securityholder affected. -19- SECTION 6.05. Control by Majority. The Holders of a majority in principal amount of a series may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exer- cising any trust or power conferred on the Trustee, with respect to the series. However, the Trustee may refuse to fol- low any direction that conflicts with law or this Indenture. SECTION 6.06. Limitation on Suits. A Securityholder of a series may pursue a remedy with respect to the series only if: (1) the Holder gives to the Trustee notice of a con- tinuing Event of Default on the series; (2) the Holders of at least 25% in principal amount of the series make a request to the Trustee to pursue remedies in respect of such Event of Default; (3) such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; (4) the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and (5) during such 60-day period the Holders of a majority in principal amount of the series do not give the Trustee a direction inconsistent with such request. A Securityholder may not use this Indenture to preju- dice the rights of another Securityholder or to obtain a pref- erence or priority over another Securityholder. SECTION 6.07. Collection Suit by Trustee. If an Event of Default in payment of interest or principal specified in Section 6.01(1) or (2) occurs and is continuing on a series, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal and interest remaining unpaid on the series. -20- SECTION 6.08. Priorities. If the Trustee collects any money for a series pursu- ant to this Article, it shall pay out the money in the follow- ing order: First: to the Trustee for amounts due under Section 7.06; Second: to Securityholders of the series for amounts due and unpaid for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable for princi- pal and interest, respectively; and Third: to the Company. The Trustee may fix a payment date for any payment to Securityholders. ARTICLE 7 -- TRUSTEE SECTION 7.01. Rights of Trustee. (1) Except during the continuance of an Event of Default, the Trustee undertakes to perform only such duties as are specifically set forth in this Indenture. (2) The Trustee may rely on and shall be protected in acting or refraining from acting in reliance on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document. (3) Before the Trustee acts or refrains from acting, it may require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Certificate or Opinion of Counsel. (4) The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. -21- (5) The Trustee shall not be liable for any action it takes or omits to take in good faith in accordance with a direction received by it pur- suant to Section 6.05. (6) The Trustee may refuse to perform any duty or exercise any right or power which it reasonably believes may expose it to any loss, liability or expense unless it receives indemnity satisfac- tory to it against such loss, liability or expense. (7) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law. (8) The Trustee shall have no duty with respect to a Default unless a Trust Officer has actual knowl- edge of the Default. (9) The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized and within its powers. (10) Any Agent shall have the same rights and be pro- tected to the same extent as if it were Trustee. SECTION 7.02. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Securities or coupons and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. SECTION 7.03. Trustee's Disclaimer. The Trustee makes no representation as to the valid- ity or adequacy of this Indenture or the Securities or any cou- pons; it shall not be accountable for the Company's use of the proceeds from the Securities; it shall not be responsible for any statement in the Securities or any coupons; it shall not be responsible for any overissue; it shall not be responsible for determining whether the form and terms of any Securities or coupons were established in conformity with this Indenture; and -22- it shall not be responsible for determining whether any Securi- ties were issued in accordance with this Indenture. SECTION 7.04. Notice of Defaults. If a Default occurs and is continuing on a series and if it is known to the Trustee, the Trustee shall mail a notice of the Default within 90 days after it occurs to Holders of Registered Securities of the series. Except in the case of a Default in payment on a series, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interest of Holders of the series. The Trustee shall withhold notice of a Default described in Section 6.01(3) until at least 90 days after it occurs. SECTION 7.05. Reports by Trustee to Holders. Any report required by TIA { 313(a) to be mailed to Securityholders shall be mailed by the Trustee on or before June 30 of each year. A copy of each report at the time of its mailing to Securityholders shall be filed with the SEC and each stock exchange on which any Securities are listed. The Company shall notify the Trustee when any Securities are listed on a stock exchange. SECTION 7.06. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable compensation and expenses of the Trustee's agents and counsel. The Company shall indemnify the Trustee against any loss or liability incurred by it. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. The Company shall defend the claim and the Trustee shall coop- erate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. No settlement on behalf of the Company may be made by the Trustee without the Company's prior consent. In the event the Trustee shall enter into a settlement on the -23- Company's behalf without its prior consent the Company need not pay for any such settlement. The Company need not reimburse any expense or indem- nify against any loss or liability incurred by the Trustee through negligence or bad faith. To secure the Company's payment obligations in this Section, the Trustee shall have a lien prior to the Securities and any coupons on all money or property held or collected by the Trustee, except that held in trust to pay principal or interest on particular securities. SECTION 7.07. Replacement of Trustee. A resignation or removal of the Trustee and appoint- ment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section. The Trustee may resign by so notifying the Company. The Company may remove the Trustee if: (1) the Trustee fails to comply with TIA { 310(a) or { 310(b) or with Section 7.09; (2) the Trustee is adjudged a bankrupt or an insolvent; (3) a Custodian or other public officer takes charge of the Trustee or its property; (4) the Trustee becomes incapable of acting; or (5) an event of the kind described in Section 6.01(4) or (5) occurs with respect to the Trustee. The Company also may remove the Trustee with or with- out cause if the Company so notifies the Trustee six months in advance and if no Default occurs during the six-month period. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. If a successor Trustee does not take office within 30 days after the retiring Trustee resigns or is removed, the -24- retiring Trustee, the Company or the Holders of a majority in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with TIA { 310(a) or { 310(b) or with Section 7.09, any Securityholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. A successor Trustee shall deliver a written accep- tance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of Registered Securities. The retir- ing Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.06. SECTION 7.08. Successor Trustee by Merger, etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. SECTION 7.09. Trustee's Capital and Surplus. The Trustee at all times shall have a combined capi- tal and surplus of at least $50,000,000 as set forth in its most recent published report of condition. SECTION 7.10. No Conflicting Interest. In determining whether the Trustee has a conflicting interest under TIA { 310(b)(1) the following is excluded: Indenture, dated as of June 1, 1992 between the Company and the Trustee relating to the Company's 5-3/4% Convertible Subordi- nated Notes due June 1, 2002. -25- ARTICLE 8 -- DISCHARGE OF INDENTURE SECTION 8.01. Defeasance. Securities of a series may be defeased in accordance with their terms and, unless the Bond Resolution otherwise pro- vides, in accordance with this Article. The Company at any time may terminate as to a series all of its obligations under this Indenture, the Securities of the series and any related coupons ("legal defeasance option"). The Company at any time may terminate as to a series certain of its obligations; provided that none of its obligations in the Sections set forth in the immediately succeeding sentence may be terminated ("covenant defeasance option"). In the case of the legal defeasance option, the Company's obligations in Sec- tions 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 7.06 and 7.07 shall survive until the Securities of the series are no longer out- standing; thereafter the Company's obligations in Section 7.06 shall survive. The Company may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option. If the Company exercises its legal defeasance option, a series may not be accelerated because of an Event of Default. The Trustee upon request shall acknowledge in writing the discharge of those obligations that the Company terminates. SECTION 8.02. Conditions to Defeasance. The Company may exercise as to a series its legal defeasance option or its covenant defeasance option if: (1) the Company irrevocably deposits in trust with the Trustee or another trustee money or U.S. Government Obligations; (2) the Company delivers to the Trustee a certifi- cate from a nationally recognized firm of inde- pendent accountants expressing their opinion that the payments of principal and interest when due on the deposited U.S. Government Obligations without reinvestment plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal and interest when due on all -26- the Securities of the series to maturity or redemption, as the case may be; (3) immediately after the deposit no Default exists; (4) the deposit does not constitute a default under any other agreement binding on the Company; (5) the deposit does not cause the Trustee to have a conflicting interest under TIA { 310(a) or { 310(b) as to another series; (6) the Company delivers to the Trustee an Opinion of Counsel to the effect that Holders of the series will not recognize income, gain or loss for Federal income tax purposes as a result of the defeasance; (7) the Company delivers to the Trustee an Opinion of Counsel to the effect that the trust result- ing from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940; and (8) 91 days pass after the deposit is made and dur- ing the 91-day period no Default specified in Section 6.01(4) or (5) occurs that is continuing at the end of the period. Before or after a deposit the Company may make arrangements satisfactory to the Trustee for the redemption of Securities at a future date in accordance with Article 3. "U.S. Government Obligations" means direct obliga- tions of the United States which have the full faith and credit of the United States pledged for payment and which are not callable at the issuer's option, or certificates representing an ownership interest in such obligations. SECTION 8.03. Application of Trust Money. The Trustee shall hold in trust money or U.S. Govern- ment Obligations deposited with it pursuant to Section 8.02. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accor- dance with this Indenture to the payment of principal and interest on Securities of the defeased series. -27- SECTION 8.04. Repayment to Company. The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time. The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years. After payment to the Company, Securityholders entitled to the money must look to the Company for payment as unsecured general creditors unless an abandoned property law designates another person. ARTICLE 9 -- CONVERSION SECTION 9.01. Conversion Privilege. If the Bond Resolution establishing the terms of a series of securities so provides Securities of any series may be convertible into Common Stock or other securities (a "Con- version Right"). The Bond Resolution may establish, among other things, the terms of securities of the Company into which Securities of any series are convertible, the Conversion Rate, provisions for adjustments to the Conversion Rate and limita- tions upon exercise of the Conversion Right. Unless the Bond Resolution otherwise provides: (i) the provisions of Sections 9.02 through 9.08 shall apply to Securities of any series having a Conversion Right and (ii) the provisions of Sections 9.09 through 9.16 shall apply to any Securities of any series having a Conversion Right for Common Stock. A Holder may convert a portion of a Security if the portion is $1,000 or integral multiples thereof. Provisions of this Indenture that apply to the conversion of the aggregate principal amount of a Security also apply to conversion of a portion of it. SECTION 9.02. Conversion Procedure. To convert a Security a Holder must satisfy all requirements in the Securities or the Bond Resolution and (i) complete and manually sign the conversion notice (the "Con- version Notice") provided for in the Bond Resolution or the Security (or complete and manually sign a facsimile thereof) and deliver such notice to the Conversion Agent or any other office or agency maintained for such purpose, (ii) surrender -28- the Security to the Conversion Agent or at such other office or agency by physical delivery, (iii) if required, furnish appro- priate endorsements and transfer documents, and (iv) if required, pay all transfer or similar taxes. The date on which such notice shall have been received by and the Security shall have been so surrendered to the Conversion Agent is the "Conversion Date." Such conversion notice shall be irrevocable and may not be withdrawn by a Holder for any reason. The Company will complete settlement of any conver- sion of Securities not later than the fifth business day fol- lowing the Conversion Date in respect of the cash portion elected to be delivered in lieu of shares and not later than the seventh business day following the Conversion Date in respect of the portion to be settled in Common Stock or other securities. If a Registered Security is converted between the record date for the payment of interest and the next succeeding interest payment date, such Security must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so converted (unless such Security shall have been called for redemption during such period, in which case no such payment shall be required). A Registered Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Security being converted will be paid on such interest payment date to the Holder of such Security on the immediately preceding record date. A Bearer Security pre- sented for conversion must be accompanied by all unmatured cou- pons. Subject to the aforesaid right of the Holder to receive interest, no payment or adjustment will be made on conversion for interest accrued on the converted Security or for interest, dividends or other distributions payable on any security issued on conversion. If a Holder converts more than one Security at the same time, the number of full shares or other securities issu- able or cash payable upon the conversion shall be based on the total principal amount of the Securities converted. Upon surrender of a Security that is converted in part the Company shall execute and the Registrar shall authen- ticate for the Holder a new Security equal in principal amount to the unconverted portion of the Security surrendered; except that if a Global Security is so surrendered the Registrar shall authenticate and deliver to the Depositary a new Global Secu- rity in a denomination equal to and in exchange for the unconverted portion of the principal of the Global Security so surrendered. -29- If the last day on which a Security may be converted is a Legal Holiday in a place where a Conversion Agent is located, the Security may be surrendered to that Conversion Agent on the next succeeding day that is not a Legal Holiday. SECTION 9.03. Taxes on Conversion. If a Holder of a Security exercises a Conversion Right, the Company shall pay any documentary, stamp or similar issue or transfer tax due on the issue of shares of Common Stock upon the conversion. However, the Holder shall pay any such tax which is due because securities or other property are issued in a name other than the Holder's name. Nothing herein shall preclude any income tax or other withholding required by law or regulations. SECTION 9.04. Company Determination Final. Any determination that the Board of Directors makes pursuant to this Article 9 is conclusive, absent manifest error. SECTION 9.05. Trustee's and Conversion Agent's Disclaimer. The Trustee (and each Conversion Agent other than the Company) has no duty to determine when or if an adjustment under this Article 9 or any Bond Resolution should be made, how it should be made or calculated or what it should be. The Trustee (and each Conversion Agent other than the Company) makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities. The Trustee (and each Conversion Agent other than the Company) shall not be responsible for the Company's failure to comply with this Article 9 or any provision of a Bond Resolution relating to a Conversion Right. SECTION 9.06. Company to Provide Conversion Securities. The Company shall reserve out of its authorized but unissued capital stock or its capital stock held in treasury sufficient shares to permit the conversion of all of the Secu- rities convertible into any capital stock of the Company. All shares of capital stock of any person which may be issued upon conversion of the Securities shall be validly issued, fully paid and non-assessable. All debt securities or -30- other instruments of any person which may be issued upon con- version of securities shall be duly authorized and legal, valid and binding obligations of such person. The Company will comply with all securities laws reg- ulating the offer and delivery of securities upon conversion of Securities. SECTION 9.07. Cash Settlement Option. If the Bond Resolution so provides, the Company may elect to satisfy, in whole or in part, a Conversion Right of Securities convertible into Capital Stock of any person by the delivery of cash. The amount of cash to be delivered shall be equal to the Market Price (as defined below) on the last Stock Trading Day preceding the applicable Conversion Date of a share of such Capital Stock multiplied by the number of shares of such Capital Stock in respect of which the Company elects to deliver cash. If the Company elects to satisfy, in whole or in part, a Conversion Right by the delivery of shares of such Cap- ital Stock, no fractional shares will be delivered. Instead, the Company will pay cash based on the Market Price for such fractional share of such Capital Stock. The "Market Price" of the Common Stock or any other Capital Stock into which Securities may be converted pursuant to a Bond Resolution or this Article 9 on any Stock Trading Day means the weighted average per share sale price for all sales of the Common Stock or such other Capital Stock on such Stock Trading Day (or, if the information necessary to calculate such weighted average per share sale price is not reported, the average of the high and low sale prices, or if no sales are reported, the average of the bid and ask prices or, if more than one in either case, the average of the average bid and average ask prices), as reported in the composite transactions for the New York Stock Exchange, or if the Common Stock or such other Capital Stock is not listed or admitted to trading on such exchange, as reported in the composite transactions for the principal national or regional United States securities exchange on which the Common Stock or such other Capital Stock is listed or admitted to trading or, if the Common Stock or such other Capital Stock is not listed or admitted to trading on a United States national or regional securities exchange, as reported by NASDAQ or by the National Quotation Bureau Incorpo- rated. In the absence of such quotations, the Company shall be entitled to determine the Market Price on the basis of such quotations as it considers appropriate. -31- SECTION 9.08. Adjustment in Conversion Rate for Change in Capital Stock. If the Company: (1) pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock; (2) subdivides its outstanding shares of Common Stock into a greater number of shares; (3) combines its outstanding shares of Common Stock into a smaller number of shares; (4) pays a dividend or makes a distribution on its Common Stock in shares of its Capital Stock other than Common Stock; or (5) issues by reclassification of its Common Stock any shares of its capital stock, then the conversion privilege and the Conversion Rate in effect immediately prior to such action shall be adjusted so that the Holder of a Security thereafter converted may receive the num- ber of shares of Capital Stock of the Company (or, at the Com- pany's option, an equivalent amount in cash) which he would have owned immediately following such action if he had con- verted the Security immediately prior to such action. The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a sub- division, combination or reclassification. If after an adjustment a Holder of a Security may, upon conversion, receive shares of two or more classes of Capi- tal Stock of the Company, the Board of Directors of the Company shall determine the allocation of the adjusted Conversion Rate between or among the classes of Capital Stock. After such allocation, the conversion privilege and the Conversion Rate of each class of Capital Stock shall thereafter be subject to adjustment on terms comparable to those applicable to Common Stock in this Article. SECTION 9.09. Adjustment in Conversion Rate for Common Stock Issued Below Market Price. If the Company issues to all holders of Common Stock rights, options or warrants to subscribe for or purchase shares -32- of Common Stock, or any securities convertible into or exchangeable for shares of Common Stock, or rights, options or warrants to subscribe for or purchase such convertible or exchangeable securities (excluding shares of Common Stock, rights, options, warrants therefor or convertible or exchange- able securities or rights, options, or warrants therefor issued in transactions described in Section 10.05) at a Price Per Share (as defined and determined according to the formula given below) lower than the current Market Price on the date of such issuance, the Conversion Rate shall be adjusted in accordance with the following formula: AC = CC x O + N ----------- O + (N x R) ------- M where: AC = the adjusted Conversion Rate. CC = the then current Conversion Rate. O = the number of shares outstanding immediately prior to such issuance. N = the "Number of Shares," which (i) in the case of rights, options or warrants to subscribe for or purchase shares of Common Stock or of securities convertible into or exchangeable for shares of Common Stock, is the maximum number of shares of Common Stock initially issuable upon exercise, conversion or exchange thereof; and (ii) in the case of rights, options or warrants to subscribe for or purchase convertible or exchangeable securities, is the maximum number of shares of Common Stock initially issu- able upon the conversion or exchange of the convertible or exchangeable securities issuable upon the exercise of such rights, options or warrants. R = the proceeds received or receivable by the Company, which (i) in the case of rights, options or warrants to sub- scribe for or purchase shares of Common Stock or of secu- rities convertible into or exchangeable for shares of Com- mon Stock, is the total amount per share received or receivable by the Company in consideration for the sale and issuance of such rights, options, warrants or convert- ible or exchangeable securities, plus the minimum aggre- gate amount of additional consideration, other than the convertible or exchangeable securities, payable to the Company upon exercise, conversion or exchange thereof; and (ii) in the case of rights, options or warrants to -33- subscribe for or purchase convertible or exchangeable securities, is the total amount per share received or receivable by the Company in consideration for the sale and issuance of such rights, options or warrants, plus the minimum aggregate consideration payable to the Company upon the exercise thereof, plus the minimum aggregate amount of additional consideration, other than the con- vertible or exchangeable securities, payable upon the con- version or exchange of the convertible or exchangeable securities; provided, that in each case the proceeds received or receivable by the Company shall be deemed to be the amount of gross cash proceeds without deducting therefrom any compensation paid or discount allowed in the sale, underwriting or purchase thereof by underwriters or dealers or others performing similar services or any expenses incurred in connection therewith. M = the current Market Price per share of Common Stock on the date of issue of the rights, options or warrants to sub- scribe for or purchase shares of Common Stock or the secu- rities convertible into or exchangeable for shares of Com- mon Stock or the rights, options or warrants to subscribe for or purchase convertible or exchangeable securities. "Price Per Share" shall be defined and determined accord- ing to the following formula: P = R --- N where: P = Price Per Share and R and N have the meanings assigned above. If the Company shall issue rights, options, warrants or convertible or exchangeable securities for a consideration consisting, in whole or in part, of property other than cash the amount of such consideration shall be determined in good faith by the Board of Directors whose determination shall be conclusive and evidenced by a resolution of the Board of Direc- tors filed with the Trustee. The adjustment shall be made successively whenever any such additional rights, options, warrants or convertible or exchangeable securities are issued, and shall become effective immediately after the date of issue of such shares, rights, options, warrants or convertible or exchangeable securities. -34- To the extent that such rights, options or warrants expire unexercised or to the extent any convertible or exchangeable securities are redeemed by the Company or other- wise cease to be convertible or exchangeable into shares of Common Stock, the Conversion Rate shall be readjusted to the Conversion Rate which would then be in effect had the adjust- ment made upon the date of issuance of such rights, options, warrants or convertible or exchangeable securities been made upon the basis of the issuance of rights, options or warrants to subscribe for or purchase only the number of shares of Com- mon Stock as to which such rights, options or warrants were actually exercised and the number of shares of Common Stock that were actually issued upon the conversion or exchange of the convertible or exchangeable securities. SECTION 9.10. Adjustment for Other Distributions. If the Company distributes to all holders of its Com- mon Stock any of its assets or debt securities or any rights or warrants to purchase assets or debt securities of the Company, the Conversion Rate shall be adjusted in accordance with the following formula: AC = CC x (O x M) ------------- (O x M) - F where: AC = the adjusted Conversion Rate. CC = the then current Conversion Rate. O = the number of shares of Common Stock outstanding on the record date mentioned below. M = the current Market Price per share of Common Stock on the record date mentioned below. F = the fair market value on the record date of the assets, securities, rights or warrants distributed. The Board of Directors of the Company shall determine the fair market value. The adjustment shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution. This Section does not apply to cash dividends or dis- tributions or to reclassifications or distributions referred to -35- in Section 9.08. Also, this Section does not apply to shares issued below Market Price referred to in Section 9.09. SECTION 9.11. Voluntary Adjustment. The Company at any time may increase the Conversion Rate, temporarily or otherwise, by any amount but in no event shall such Conversion Rate result in the issuance of Common Stock at a price less than the par value of the Common Stock at the time such increase is made. SECTION 9.12. When Adjustment May Be Deferred. No adjustment in the Conversion Rate need be made unless the adjustment would require a change of at least 1% in the Conversion Rate. Any adjustments that are not made due to the immediately preceding sentence shall be carried forward and taken into account in any subsequent adjustment; provided, that any adjustment carried forward shall be deferred not in excess of three years, whereupon any adjustment to the Conversion Rate will be effected. All calculations under this Article 9 shall be made to the nearest cent or to the nearest 1/100th of a share, as the case may be. SECTION 9.13. When No Adjustment Required. Except as set forth in Section 9.09, no adjustment in the Conversion Rate shall be made because the Company issues, in exchange for cash, property or services, shares of Common Stock, or any securities convertible into shares of Common Stock, or securities carrying the right to purchase shares of Common Stock or such convertible securities. No adjustment in the Conversion Rate need be made for rights to purchase or the sale of Common Stock pursuant to a Company plan providing for reinvestment of dividends or interest. No adjustment in the Conversion Rate need be made for a change in the par value of the Common Stock. No adjustment need be made for a transaction referred to in Section 9.08, 9.09 or 9.10 if Securityholders are to par- ticipate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in -36- light of the basis and notice on which holders of Common Stock participate in the transaction. SECTION 9.14. Notice of Adjustment. Whenever the Conversion Rate is adjusted, the Company shall promptly mail to Holders of Securities affected a notice of the adjustment. The Company shall file with the Trustee an Officers' Certificate or a certificate from the Company's inde- pendent public accountants (which shall include the statements required by Section 12.04) stating the facts requiring the adjustment and the manner of computing it. The certificate shall be conclusive evidence that the adjustment is correct, absent manifest error. SECTION 9.15. Notice of Certain Transactions. If: (1) the Company proposes to take any action that would require an adjustment in the Conversion Rate, (2) the Company proposes to take any action that would require a supplemental indenture pursuant to Section 9.16, or (3) there is a proposed liquidation or dissolution of the Company, the Company shall mail to Holders of Securities of any affected series a notice stating the proposed record date for a dividend or distribution or the proposed effective date of a subdivi- sion, combination, reclassification, consolidation, merger, transfer, lease, liquidation or dissolution. The Company shall mail the notice at least 15 days before such date. Failure to mail the notice or any defect in it shall not affect the valid- ity of the transaction. SECTION 9.16. Reorganization of the Company. If the Company is a party to a transaction subject to Section 5.01 or a merger which reclassifies, exchanges, or changes its outstanding Common Stock, the successor corporation (if other than the Company) shall enter into a supplemental indenture which shall provide that the Holder of a Security may convert it into the kind and amount of securities, cash or other assets which he would have owned immediately after the -37- consolidation, merger, transfer or lease if he had converted the Security immediately before the effective date of the transaction. The supplemental indenture shall provide for adjustments which shall be as nearly equivalent as may be prac- tical to the adjustments provided for in this Article. The successor company shall mail to Holders of Securities of any affected series a notice briefly describing the supplemental indenture. If this Section applies, Sections 9.08, 9.09 and 9.10 do not apply. ARTICLE 10 -- SUBORDINATION SECTION 10.01. Agreement to Subordinate. The Company agrees, and each Securityholder by accepting a Security agrees, that the indebtedness evidenced by the Securities and the payment of principal thereof and inter- est thereon are subordinated in right of payment, to the extent and in the manner provided in this Article, to the prior pay- ment in full of all Senior Indebtedness and that the subordina- tion is for the benefit of the holders of Senior Indebtedness. Money and securities held in trust pursuant to Article 8 are not subject to the subordination provisions of this Article 10. SECTION 10.02. Certain Definitions. "Representative" means the indenture trustee or other trustee, agent or representative for an issue of Senior Indebtedness. "Senior Indebtedness" means the principal of and interest on (a) any and all indebtedness and obligations of the Company (including indebtedness of others guaranteed by the Company) other than the Securities, whether or not contingent and whether outstanding on the date of this Indenture or there- after created, incurred or assumed, which (i) are for money borrowed; (ii) are evidenced by any bond, note, debenture or similar instrument; (iii) represent the unpaid balance on the purchase price of any property, business or asset of any kind; (iv) are obligations of the Company as lessee under any and all leases of property, equipment or other assets required to be capitalized on the balance sheet of the lessee under generally accepted accounting principles; (v) are reimbursement -38- obligations of the Company with respect to letters of credit; (vi) are obligations of the Company with respect to interest rate swap obligations and foreign exchange agreements; or (vii) are obligations of others secured by a lien to which any of the properties or assets (including, without limitation, leasehold interests and any other tangible or intangible prop- erty rights) of the Company are subject, whether or not the obligations secured thereby shall have been assumed by the Com- pany or shall otherwise be the Company's legal liability and (b) any deferrals, amendments, renewals, extensions, modifica- tions and refundings of any indebtedness or obligations of the types referred to above; provided that Senior Indebtedness shall not include (i) the Securities; (ii) any indebtedness or obligation of the Company which, by its express terms or the express terms of the instrument creating or evidencing it, is not superior in right of payment to the Securities; and (iii) any indebtedness or obligation incurred by the Company in connection with the purchase of assets, materials or services in the ordinary course of business and which constitutes a trade payable. SECTION 10.03. Liquidation; Dissolution; Bankruptcy. Upon any payment or distribution of the Company's assets to creditors of the Company in a liquidation or dissolu- tion of the Company or in a bankruptcy, reorganization, insol- vency, receivership or similar proceeding relating to the Com- pany or its property, whether voluntary or involuntary: (1) holders of Senior Indebtedness shall be entitled to receive payment in full of the principal of and inter- est to the date of payment on the Senior Indebtedness before Securityholders shall be entitled to receive any payment of principal of or interest on Securities; and (2) until the Senior Indebtedness is paid in full, any distribution to which Securityholders would be enti- tled but for this Article shall be made to holders of Senior Indebtedness as their interests may appear, except the Securityholders may receive securities that are subor- dinated to Senior Indebtedness to at least the same extent as the Securities. SECTION 10.04. Company Not to Make Payments with Respect to Securities in Certain Circumstances. Except for payment in or distribution of securities that are subordinated to Senior Indebtedness to at least the -39- same extent as the Securities, the Company shall not make any payment with respect to the principal of or interest on any of the Securities, or make any other payment with respect to the purchase or other acquisition of any of the Securities: (a) if there shall have occurred a default in the payment of the principal of or interest on any Senior Indebtedness in an aggregate principal amount of at least $5,000,000; or (b) if there shall exist at the time of such pay- ment, or such payment would create, an event of default (or an event which, with the giving of notice or the pas- sage of time or both, would become an event of default) with respect to any Senior Indebtedness which would permit the holders (or any specified proportion of such holders) of such Senior Indebtedness to accelerate the maturity thereof in an aggregate principal amount of at least $5,000,000, and if notification of such default or event of default has been given to the Company by a holder of such Senior Indebtedness or by a trustee, agent or Representa- tive for an issue of Senior Indebtedness; unless and until, in each case, whether described in clause (a) or clause (b), such default or event of default shall have been cured or waived in the manner required by the instrument relat- ing to such Senior Indebtedness or shall otherwise have ceased to exist. Regardless of anything to the contrary herein, noth- ing shall prevent (a) any payment by the Trustee to the Securityholders of amounts deposited with it pursuant to Article 8 or (b) any payment by the Trustee or the Paying Agent as permitted by Section 10.11. SECTION 10.05. Acceleration of Securities. If payment of the Securities is accelerated because of an Event of Default, the Company shall promptly notify hold- ers of Senior Indebtedness of the acceleration. SECTION 10.06. When Distribution Must Be Paid Over. In the event that the Company shall make any payment to the Trustee of the principal of or interest on the Securi- ties at a time when such payment is prohibited by Section 10.03 or 10.04, such payment shall be held by the Trustee, in trust for the benefit of, and shall be paid forthwith over and deliv- ered to, the Representatives or the trustee under the indenture or other agreement (if any) pursuant to which Senior -40- Indebtedness may have been issued, as their respective inter- ests may appear, for application to the payment of all Senior Indebtedness remaining unpaid to the extent necessary to pay all Senior Indebtedness in full in accordance with its terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness. If a distribution is made to Securityholders that because of this Article should not have been made to them, the Securityholders who receive the distribution shall hold it in trust for holders of Senior Indebtedness and pay it over to them as their interests may appear. SECTION 10.07. Notice by Company. The Company shall promptly notify the Trustee and any Paying Agent in writing of any facts known to the Company that would cause a payment of principal of or interest on Securities to violate this Article. SECTION 10.08. Subrogation. After all Senior Indebtedness is paid in full and until the Securities are paid in full, Securityholders shall be subrogated to the rights of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness to the extent that distributions otherwise payable to the Security- holders have been applied to the payment of Senior Indebted- ness. A distribution made under this Article to holders of Senior Indebtedness which otherwise would have been made to Securityholders is not, as between the Company and Securityholders, a payment by the Company on Senior Indebtedness. SECTION 10.09. Subordination May Not Be Impaired by Company. No right of any holder of Senior Indebtedness to enforce the subordination of the indebtedness evidenced by the Securities shall be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture. SECTION 10.10. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative. -41- SECTION 10.11. Rights of Trustee and Paying Agent. The Trustee or Paying Agent may continue to make pay- ments on the Securities until a Trust Officer of the Trustee receives written notice of facts that would cause a payment of principal of or interest on the Securities to violate this Article. Only the Company, a Representative or a holder of an issue of Senior Indebtedness that has no Representative may give the notice. The Trustee shall be entitled to rely on the delivery to it of a written notice by a person representing himself to be a holder of Senior Indebtedness (or a Representative on behalf of such holder) to establish that such notice has been given by a holder of Senior Indebtedness or a Representative on behalf of any such holder. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any person who is a holder of Senior Indebtedness to participate in any payment or distribution pur- suant to this Article, the Trustee may request such person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of Senior Indebtedness held by such person, the extent to which such person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such person under this Article, and if such evi- dence is not furnished the Trustee may defer any payment to such person pending judicial determination as to the right of such person to receive such payment or until such time as the Trustee shall be otherwise satisfied as to the right of such person to receive such payment. The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holder if it shall mistakenly pay over or distribute to Securityholders or the Company or any other per- son money or assets to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise. SECTION 10.12. Officers' Certificate. If there occurs an event referred to in Section 10.03 or 10.04, the Company shall promptly give to a Trust Officer of the Trustee an Officers' Certificate (on which the Trustee may conclusively rely) identifying all holders of Senior -42- Indebtedness or their Representatives and the principal amount of Senior Indebtedness then outstanding held by each such holder and stating the reasons why such Officers' Certificate is being delivered to the Trustee. SECTION 10.13. Obligation of Company Unconditional. Nothing contained in this Article 10 or elsewhere in this Indenture or in any Bond Resolution is intended to or shall impair, as between the Company, its creditors other than holders of Senior Indebtedness and the Holders of the Securi- ties, the obligation of the Company, which is absolute and unconditional, to pay to the Holders of the Securities the principal of and interest on the Securities as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Securities and creditors of the Company other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the Trustee or the Holder of any Security from exercising all remedies otherwise permitted by applicable law upon default under this Indenture, subject to the rights, if any, under this Article 10 of the holders of Senior Indebtedness in respect of cash, property or securities of the Company received upon the exercise of any such remedy. Upon any distribution of assets of the Company referred to in this Article 10, the Trustee, subject to the provisions of Section 7.01, and the Holders of the Securities shall be enti- tled to rely upon any order or decree by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization proceedings are pending, or a certificate of the liquidating trustee or agent or other person making any distribution to the Trustee or the Holders of the Securities, for the purpose of ascertaining the persons entitled to par- ticipate in such distribution, the holders of the Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or dis- tributed thereon and all other facts pertinent thereto or to this Article 10. Nothing contained in this Article 10 or else- where in this Indenture or in any Security is intended to or shall affect the obligation of the Company to make, or prevent the Company from making, at any time except during the pendency of any dissolution, winding up, liquidation or reorganization proceeding, and except during the continuance of any default specified in Section 10.04 (not cured or waived), payments at any time of the principal or of interest on the Securities. -43- ARTICLE 11 -- AMENDMENTS SECTION 11.01. Without Consent of Holders. The Company and the Trustee may amend this Indenture, the Securities or any coupons without the consent of any Securityholder: (1) to cure any ambiguity, omission, defect or inconsistency; (2) to comply with Article 5; (3) to provide that specific provisions of this Indenture shall not apply to a series not previ- ously issued; (4) to create a series and establish its terms; (5) to provide for a separate Trustee for one or more series; or (6) to make any change that does not materially adversely affect the rights of any Securityholder. SECTION 11.02. With Consent of Holders. Unless the Bond Resolution otherwise provides, the Company and the Trustee may amend this Indenture, the Securi- ties and any coupons with the written consent of the Holders of a majority in principal amount of the Securities of all series affected by the amendment voting as one class. However, with- out the consent of each Securityholder affected, an amendment under this Section may not: (1) reduce the amount of Securities whose Holders must consent to an amendment; (2) reduce the interest on or change the time for payment of interest on any Security; (3) change the fixed maturity of any Security; (4) reduce the principal of any non-Discounted Secu- rity or reduce the amount of principal of any Discounted Security that would be due upon an acceleration thereof; -44- (5) change the currency in which principal or inter- est on a Security is payable; (6) waive any default in the payment of interest on or principal of a Security; or (7) make any change in Section 6.04 or 11.02, except to increase the amount of Securities whose Hold- ers must consent to an amendment or waiver or to provide that other provisions of this Indenture cannot be amended or waived without the consent of each Securityholder affected thereby. An amendment of a provision included solely for the benefit of one or more series does not affect Securityholders of any other series. Securityholders need not consent to the exact text of a proposed amendment or waiver; it is sufficient if they con- sent to the substance thereof. SECTION 11.03. Compliance with Trust Indenture Act. Every amendment pursuant to Section 11.01 or 11.02 shall be set forth in a supplemental indenture that complies with the TIA as then in effect. If a provision of the TIA requires or permits a pro- vision of this Indenture and the TIA provision is amended, then the Indenture provision shall be automatically amended to like effect. SECTION 11.04. Effect of Consents. An amendment or waiver becomes effective in accor- dance with its terms and thereafter binds every Securityholder entitled to consent to it. A consent to an amendment or waiver by a Holder of a Security is a continuing consent by the Holder and every subse- quent Holder of a Security that evidences the same debt as the consenting Holder's Security. Any Holder or subsequent Holder may revoke the consent as to his Security if the Trustee receives notice of the revocation before the amendment or waiver becomes effective. The Company may fix a record date for the determina- tion of Holders of Registered Securities entitled to give a consent. The record date shall not be less than 10 nor more than 60 days prior to the first written solicitation of Securityholders. -45- SECTION 11.05. Notation on or Exchange of Securities. The Company or the Trustee may place an appropriate notation about an amendment or waiver on any Security there- after authenticated. The Company may issue in exchange for affected Securities new Securities that reflect the amendment or waiver. SECTION 11.06. Trustee Protected. The Trustee need not sign any supplemental indenture that adversely affects its rights, duties or immunities under this Indenture or otherwise. ARTICLE 12 -- MISCELLANEOUS SECTION 12.01. Trust Indenture Act. The provisions of TIA {{ 310 through 317 that impose duties on any person (including the provisions automatically deemed included herein unless expressly excluded by this Inden- ture) are a part of and govern this Indenture, whether or not physically contained herein. If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control. SECTION 12.02. Notices Any notice by one party to another is duly given if in writing and delivered in person, sent by facsimile transmis- sion confirmed by mail or mailed by first-class mail to the other's address shown below: Company: General Signal Corporation High Ridge Park, Box 10010 Stamford, Connecticut 06904 Attention: Vice President and Treasurer with a copy to the General Counsel -46- Trustee: The Chase Manhattan Bank, N.A. 4 Chase MetroTech Center Brooklyn, New York 11245 Attention: Corporate Trust Department A party by notice to the other parties may designate additional or different addresses for subsequent notices. Any notice mailed to a Securityholder shall be mailed to his address shown on the register kept by the Transfer Agent or on the list referred to in Section 2.06. Failure to mail a notice to a Securityholder or any defect in a notice mailed to a Securityholder shall not affect the sufficiency of the notice mailed to other Securityholders or the sufficiency of any pub- lished notice. If a notice is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Company mails a notice to Securityholders, it shall mail a copy to the Trustee and each Agent at the same time. If in the Company's opinion it is impractical to mail a notice required to be mailed or to publish a notice required to be published, the Company may give such substitute notice as the Trustee approves. Failure to publish a notice as required or any defect in it shall not affect the sufficiency of any mailed notice. All notices shall be in the English language, except that any published notice may be in an official language of the country of publication. A "notice" includes any communication required by this Indenture. SECTION 12.03. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall if so requested furnish to the Trustee: (1) an Officers' Certificate stating that, in the opinion of the signers, all conditions -47- precedent, if any, provided for in this Inden- ture relating to the proposed action have been complied with; and (2) an Opinion of Counsel stating that, in the opin- ion of such counsel, all such conditions prece- dent have been complied with. SECTION 12.04. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compli- ance with a condition or covenant provided for in this Inden- ture shall include: (1) a statement that the person making such certifi- cate or opinion has read such covenant or condition; (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such cer- tificate or opinion are based; (3) a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such cove- nant or condition has been complied with; and (4) a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. SECTION 12.05. Rules by Company and Agents. The Company may make reasonable rules for action by or a meeting of Securityholders. An Agent may make reasonable rules and set reasonable requirements for its functions. SECTION 12.06. Legal Holidays. A "Legal Holiday" is a Saturday, a Sunday or a day on which banking institutions are not required to be open. If a payment date is a Legal Holiday at a place of payment, unless the Bond Resolution otherwise provides, payment may be made at that place on the next succeeding day that is not a Legal Holi- day, and no interest shall accrue for the intervening period. -48- SECTION 12.07. No Recourse Against Others. All liability described in the Securities of any director, officer, employee or stockholder, as such, of the Company is waived and released. SECTION 12.08. Duplicate Originals. The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture. SECTION 12.09. Governing Law. The laws of the State of New York shall govern this Indenture, the Securities and any coupons, unless federal law governs. -49- SIGNATURES Dated: April 15, 1996 GENERAL SIGNAL CORPORATION By Julian B. Twombly ---------------------------- Vice President and Treasurer Attest: Paul Weinrel - ------------------------- Dated: April 15, 1996 THE CHASE MANHATTAN BANK, N.A. By Andrea Koster Crain --------------------------- (Vice President) Attest: Gemmel Richards - ---------------------- -50- EXHIBIT A A Form of Registered Security No. $ GENERAL SIGNAL CORPORATION [Title of Security] General Signal Corporation promises to pay to or registered assigns the principal sum of Dollars on , Interest Payment Dates: Record Dates: Dated: [ ] GENERAL SIGNAL CORPORATION Transfer Agent and Paying Agent by (SEAL) Authenticated: Vice President and Treasurer Registrar, by Authorized Signature Vice President A-1 GENERAL SIGNAL CORPORATION [Title of Security] 1. Interest.1 General Signal Corporation ("Company"), a New York corporation, promises to pay interest on the princi- pal amount of this Security at the rate per annum shown above. The Company will pay interest semiannu- ally on and of each year commencing , 19__. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from , 19__. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 2. Method of Payment.2 The Company will pay interest on the Securities to the persons who are registered holders of Securities at the close of business on the record date for the next interest payment date, except as otherwise pro- vided in the Indenture. Holders must surrender Secu- rities to a Paying Agent to collect principal pay- ments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. It may mail an interest check to a holder's registered address. 3. Bond Agents. Initially, , will act as Paying Agent, Transfer Agent and Registrar. The Com- pany may change any Paying Agent, Transfer Agent or Registrar without notice. The Company or any Affili- ate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee. 4. Indenture. The Company issued the securities of this series ("Securities") under an Indenture dated as of April 15, 1996 ("Indenture") between the Company and The Chase Manhattan Bank, N.A. ("Trustee"). The terms of the Securities include those stated in the Indenture and in the Bond Resolution creating the A-2 Securities and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code {{ 77aaa-77bbbb). Securityholders are referred to the Indenture, the Bond Resolution and the Act for a statement of such terms. 5. Optional Redemption.3 On or after , the Company may redeem all the Securities at any time or some of them from time to time at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the redemption date. If redeemed during the 12-month period beginning, Year Percentage Year Percentage and thereafter at 100%. 6. Mandatory Redemption.4 The Company will redeem $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date.5 The Company may reduce the principal amount of Securities to be redeemed pursuant to this paragraph by sub- tracting 100% of the principal amount (excluding pre- mium) of any Securities (i) that the Company has acquired or that the Company has redeemed other than pursuant to this paragraph and (ii) that the Company has delivered to the Registrar for cancellation. The Company may subtract the same Security only once. 7. Additional Optional Redemption.6 In addition to redemptions pursuant to the above paragraph(s), the Company may redeem not more than $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date. A-3 8. Notice of Redemption.7 Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of Securities to be redeemed at his registered address. 9. Conversion.8 A Holder of a Security may convert it into Common Stock9 of the Company or cash, or a combination thereof, at the Company's option, at any time before the close of business on ___________, or, if the Security is called for redemption, the Holder may convert it at any time before the close of business on the redemption date. The initial Conversion Rate is ____________ (or an equivalent amount in cash) per $1,000 principal amount of the Securities, subject to adjustment as provided in Article 9 of the Indenture.10 The Company will deliver a check in lieu of any fractional share. On conversion no pay- ment or adjustment for interest accrued on the Secu- rities will be made nor for dividends on the Common Stock issued on conversion. If any Security is con- verted between the record date for the payment of interest and the next succeeding interest payment date, such Security must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so con- verted (unless such Security shall have been called for redemption, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Secu- rity being converted will be paid on such interest payment date to the registered holder of such Secu- rity on the immediately preceding record date. To convert a Security a Holder must (1) complete and sign the conversion notice on the back of the Secu- rity, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax if required. A Holder may convert a portion of a Security if the portion is $1,000 or an integral mul- tiple of $1,000. A-4 10. Subordination.11 The Securities are subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full of all Senior Indebtedness (as defined in the Indenture). Each Holder by accepting a Security agrees to such subor- dination and authorizes the Trustee to give it effect. 11. Denominations, Transfer, Exchange. The Securities are in registered form without coupons in denominations of $1,00012 and whole multiples of $1,000. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Transfer Agent may require a holder, among other things, to furnish appropriate endorse- ments and transfer documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange or register the transfer of any Security or portion of a Security selected for redemption. Also, it need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed. 12. Persons Deemed Owners. The registered holder of a Security may be treated as its owner for all purposes. 13. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment.13 Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series. Without the consent of any Securityholder, the Indenture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Com- pany obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder. A-5 14. Restrictive Covenants.14 The Securities are unsecured general obligations of the Company limited to $ principal amount. 15. Successors. When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations. 16. Defeasance Prior to Redemption or Maturity.15 Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 17. Defaults and Remedies. An Event of Default16 includes: default for 30 days in payment of interest on the Securities; default in payment of principal on the Securities; default by the Company for a specified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bank- ruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal17 of all the Securities to be due and payable immediately. Securityholders 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 Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that with- holding notice is in their interests. The Company A-6 must furnish an annual compliance certificate to the Trustee. 18. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. 19. 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 Securityholder by accepting a Secu- rity waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 20. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 21. Abbreviations. Customary abbreviations may be used in the name of a Securityholder 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 Securityholder upon writ- ten request and without charge a copy of the Indenture and the Bond Resolution, which contains the text of this Security in larger type. Requests may be made to: Secretary, General Sig- nal Corporation, High Ridge Park, Box 10010, Stamford, CT 06904. A-7 EXHIBIT B A Form of Bearer Security No. $ GENERAL SIGNAL CORPORATION [Title of Security] General Signal Corporation promises to pay to bearer the principal sum of Dollars on , Interest Payment Dates: Dated: [ ] GENERAL SIGNAL CORPORATION Transfer Agent (SEAL) by Authenticated: Vice President and Treasurer [ ] Registrar, by Authorized Signature Vice President B-1 GENERAL SIGNAL CORPORATION [Title of Security] 1. Interest.1 General Signal Corporation ("Company"), a New York corporation, promises to pay to bearer interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on and of each year commencing , 19 . Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from , 19 . Interest will be computed on the basis of a 360-day year of twelve 30- day months. 2. Method of Payment.2 Holders must surrender Securities and any coupons to a Paying Agent to collect principal and interest pay- ments. The Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. 3. Bond Agents. Initially, , will act as Transfer Agent, Paying Agent and Registrar. The Company may change any Paying Agent, Transfer Agent or Registrar without notice. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee. 4. Indenture. The Company issued the securities of this series ("Securities") under an Indenture dated as of April 15, 1996 ("Indenture") between the Company and The Chase Manhattan Bank, N.A. ("Trustee"). The terms of the Securities include those stated in the Indenture and the Bond Resolution and those made part of the Indenture by the Trust Indenture Act of 1939 (15 U.S. Code {{ 77aaa-77bbbb). Securityholders are B-2 referred to the Indenture, the Bond Resolution and the Act for a statement of such terms. 5. Optional Redemption.3 On or after , the Company may redeem all the Securities at any time or some of them from time to time at the following redemption prices (expressed in percentages of principal amount), plus accrued interest to the redemption date. If redeemed during the 12-month period beginning, Year Percentage Year Percentage and thereafter at 100%. 6. Mandatory Redemption.4 The Company will redeem $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date.5 The Company may reduce the principal amount of Securities to be redeemed pursu- ant to this paragraph by subtracting 100% of the principal amount (excluding premium) of any Securi- ties (i) that the Company has acquired or that the Company has redeemed other than pursuant to this paragraph and (ii) that the Company has delivered to the Registrar for cancellation. The Company may subtract the same Security only once. 7. Additional Optional Redemption.6 In addition to redemptions pursuant to the above paragraph(s), the Company may redeem not more than $ principal amount of Securities on and on each thereafter through at a redemption price of 100% of principal amount, plus accrued interest to the redemption date. 8. Notice of Redemption.7 Notice of redemption will be published once in an Authorized Newspaper in the City of New York and if the Securities are listed on any stock exchange located outside the United States and such stock exchange so requires, in any other required city B-3 outside the United States at least 20 days but not more than 60 days before the redemption date. Notice of redemption also will be mailed to holders who have filed their names and addresses with the Transfer Agent within the two preceding years. A holder of Securities may miss important notices if he fails to maintain his name and address with the Transfer Agent. 9. Conversion.8 A Holder of a Security may convert it into Common Stock9 of the Company or cash, or a combination thereof, at the Company's option, at any time before the close of business on _______________, or, if the Security is called for redemption, the Holder may convert it at any time before the close of business on the redemption date. The initial Conversion Rate is _____________ (or an equivalent amount in cash) per $1,000 principal amount of the Securities, sub- ject to adjustment as provided in Article 9 of the Indenture.10 The Company will deliver a check in lieu of any fractional share. On conversion no pay- ment or adjustment for interest accrued on the Secu- rities will be made nor for dividends on the Common Stock issued on conversion. If any Security is con- verted between the record date for the payment of interest and the next succeeding interest payment date, such Security must be accompanied by funds equal to the interest payable on such succeeding interest payment date on the principal amount so con- verted (unless such Security shall have been called for redemption, in which case no such payment shall be required). A Security converted on an interest payment date need not be accompanied by any payment, and the interest on the principal amount of the Secu- rity being converted will be paid on such interest payment date to the registered holder of such Secu- rity on the immediately preceding record date. To convert a Security a Holder must (1) complete and sign the conversion notice on the back of the Secu- rity, (2) surrender the Security to a Conversion Agent, (3) furnish appropriate endorsements and transfer documents if required by the Registrar or Conversion Agent and (4) pay any transfer or similar tax if required. A Holder may convert a portion of a Security if the portion is $1,000 or an integral mul- tiple of $1,000. B-4 10. Subordination.11 The Securities are subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full of all Senior Indebtedness (as defined in the Indenture). Each Holder by accepting a Security agrees to such subor- dination and authorizes the Trustee to give it effect. 11. Denominations, Transfer, Exchange. The Securities are in bearer form with coupons in denominations of $5,00012 and whole multiples of $5,000. The Securities may be transferred by deliv- ery and exchanged as provided in the Indenture. Upon an exchange, the Transfer Agent may require a holder, among other things, to furnish appropriate documents and to pay any taxes and fees required by law or the Indenture. The Transfer Agent need not exchange any Security or portion of a Security selected for redemption. Also, it need not exchange any Securi- ties for a period of 15 days before a selection of Securities to be redeemed. 12. Persons Deemed Owners. The holder of a Security or coupon may be treated as its owner for all purposes. 13. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment.13 Subject to certain exceptions, a default on a series may be waived with the consent of the holders of a majority in principal amount of the series. Without the consent of any Securityholder, the Inden- ture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityholders; or to make any change that does not materially adversely affect the rights of any Securityholder. B-5 14. Restrictive Covenants.14 The Securities are unsecured general obligations of the Company limited to $ principal amount. 15. Successors. When a successor assumes all the obligations of the Company under the Securities, any coupons and the Indenture, the Company will be released from those obligations. 16. Defeasance Prior to Redemption or Maturity.15 Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities, any coupons and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of prin- cipal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 17. Defaults and Remedies. An Event of Default16 includes: default for 30 days in payment of interest on the Securities; default in payment of principal on the Securities; default by the Company for a specified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bank- ruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal17 of all the Securities to be due and payable immediately. Securityholders 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 Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any continuing default (except a default in payment of principal or interest) if it determines that B-6 withholding notice is in their interests. The Com- pany must furnish an annual compliance certificate to the Trustee. 18. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. 19. 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 Securityholder by accepting a Secu- rity waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 20. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 21. Abbreviations. Customary abbreviations may be used in the name of a Securityholder 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 Securityholder upon written request and without charge a copy of the Indenture and the Bond Resolution, which contains the text of this Security in larger type. Requests may be made to: Secretary, General Signal Corporation, High Ridge Park, Box 10010, Stamford, CT 06904. B-7 [FACE OF COUPON] ............... [$]............ Due............ GENERAL SIGNAL CORPORATION [Title of Security] Unless the Security attached to this coupon has been called for redemption, General Signal Corporation ("Company") will pay to bearer, upon surrender, the amount shown hereon when due. This coupon may be surrendered for payment to any Paying Agent listed on the back of this coupon unless the Com- pany has replaced such Agent. Payment may be made by check. This coupon represents six months' interest. GENERAL SIGNAL CORPORATION By [REVERSE OF COUPON] PAYING AGENTS NOTES TO EXHIBITS A AND B 1 If the Security is not to bear interest at a fixed rate per annum, insert a description of the manner in which the rate of interest is to be determined. If the Security is not to bear interest prior to maturity, so state. 2 If the method or currency of payment is different, insert a statement thereof. 3 If applicable. 4 If applicable. 5 If the Security is a Discounted Security, insert amount to be redeemed or method of calculating such amount. 6 If applicable. Also insert, if applicable, provisions for repayment of Securities at the option of the Securityholder. 7 If applicable. 8 If applicable. 9 If applicable. If the Securities are convertible into securities property other than Common Stock so specify and insert a brief summary of the terms of conversion. 10 If additional or different adjustment provisions apply so specify. 11 If additional or different subordination terms apply insert a brief summary thereof. 12 If applicable. Insert additional or different denominations. 13 If different terms apply, insert a brief summary thereof. 14 If applicable. If additional or different covenants apply, insert a brief summary thereof. 15 If applicable. If different defeasance terms apply, insert a brief summary thereof. 16 If additional or different Events of Default apply, insert a brief summary thereof. 17 If the Security is a Discounted Security, set forth the amount due and payable upon an Event of Default. Note: U.S. tax law may require certain legends on Discounted and Bearer Securities. EXHIBIT C 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 other side of this Security) C-1 EXHIBIT D CONVERSION NOTICE To convert this Security, check the box: _____ / / To convert only part of this Security, state the amount (must be in integral multiples of $1,000); $_____________________________ If you want the securities delivered upon conversion made out in another person's name, fill in the form below: (Insert other person's Social Security or Tax I.D. Number) ______________________________ ______________________________ ______________________________ ______________________________ (Print or type other person's name, address and zip code) Date: _________ Signature(s): ______________________________ ______________________________ (Sign exactly as your name(s) appear(s) on the other side of this Security) D-1 Signature(s) guaranteed by: ________________________________ (All signatures must be guaranteed by a member of a national securities exchange or of the National Association of Securities Dealers, Inc. or by a commercial bank or trust company located in the United States) D-2 EX-4.3 5 BOND RESOLUTION GENERAL SIGNAL CORPORATION Bond Resolution No. 1 Medium-Term Senior Notes, Series A The actions described below are taken by the under- signed officers of General Signal Corporation ("Company") pur- suant to Board resolutions adopted as of February 3, 1994 and Section 2.01 of the Indenture dated as of April 15, 1996 ("Indenture"), between the Company and Chemical Bank, trustee. Terms used herein and not defined have the same meanings as in the Indenture. RESOLVED, that a new series of Securities is autho- rized as follows: 1. The title of the series is "Medium-Term Senior Notes, Series A" ("Series A"). 2. The Series A Securities may be substantially in the form of Exhibit 1 hereto if issued with a variable or floating interest rate and Exhibit 2 hereof if issued with a fixed interest rate, together, in each case with such inser- tions, additions and deletions as are appropriate to reflect the terms of a particular Security of Series A. 3. Each Series A Security may have such terms as are set forth in Exhibits 1 and 2 hereto as are applicable to such security and shall have such other terms as are set forth -2- in the instrument evidencing such Series A Security. Different Securities of Series A may have different terms. 4. The Series A Securities that are to be issued as global Securities shall have the additional terms set forth in Exhibit 3 hereto. 5. The Series A Securities shall have such terms and shall be sold on terms determined from time to time by any two of the Chief Executive Officer, President, Chief Financial Officer or Treasurer of the Company or by any one of such officers and by any one of the Secretary, any Assistant Secre- tary or any Assistant Treasurer of the Company. The signature of such officers on a Security of Series A shall constitute such approval. This bond resolution shall be effective as of April 30, 1996. Dated: April 30, 1996 /s/ Terence D. Martin ------------------------------ Terence D. Martin Executive Vice President and Chief Financial Officer /s/ Julian B. Twombly ------------------------------ Julian B. Twombly Vice President and Treasurer Exhibit 1 Form of Floating Rate Note [Unless this certificate is presented by an authorized rep- resentative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of trans- fer or exchange or for payment, then this certificate shall be regis- tered in the name of Cede & Co. (or such other name as may be requested by an authorized representative of The Depository Trust Company), and ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a whole by The Depository Trust Company to a nominee thereof or by a nominee thereof to The Depository Trust Com- pany or another nominee of The Depository Trust Company or by The Depository Trust Company or any nominee to a successor depository or nominee of such successor depository.]1 NO. _______ Principal Amount__________ CUSIP__________ GENERAL SIGNAL CORPORATION MEDIUM-TERM SENIOR NOTE, SERIES A (FLOATING RATE) General Signal Corporation promises to pay to or registered assigns the principal sum of in the Specified Currency on the Maturity specified below. Original Issue Date: Initial Interest Rate: Maturity: Interest Payment Dates: Specified Currency: Record Dates: __ __ __ Base Rate: /_/ CD Rate /_/ Commercial Paper Rate /_/ Federal Funds Rate __ __ __ __ / / LIBOR / / Prime Rate /_/ Treasury Rate / / Other __ / / CMT Rate (see paragraph 3) Interest Reset Period: Index Maturity: Spread Multiplier: Spread: _________________________ 1 Include only if this Note is a global security. -2- Maximum Interest Rate: % Minimum Interest Rate: % __ __ Optional Redemption: /_/ No / / Yes (see paragraph 6) __ __ Optional Repayment: /_/ No / / Yes (see paragraph 8) __ __ Discount Note: /_/ Yes / / No Total Amount of OID: Yield to Maturity: Initial Accrual Period OID: Other Provisions: Specify here any additional or different provisions applicable to this Note, which may include any of the following: 1. provisions for indexing of principal or interest payments 2. provisions for resets of spreads or spread multipliers 3. provisions for extension of maturity 4. changes to any provision of this form of Note not appli- cable to a particular Note Dated: GENERAL SIGNAL CORPORATION __________________________ Authenticated: CHEMICAL BANK Registrar By __________________________ Authorized Officer -3- General Signal Corporation Medium-Term Senior Note, Series A Further Provisions 1. Medium-Term Senior Notes, Series A This Note is one of a series of duly authorized debt securities of General Signal Corporation, a New York Corpora- tion, (the "Company"), designated as its "Medium-Term Senior Notes, Series A" (the "Securities") limited to an aggregate initial offering price or purchase price of $300,000,000 or the equivalent thereof in one or more foreign or currency units. The Company issued the Securities under an Indenture dated as of April 15, 1996 ("Indenture") between the Company and Chemical Bank ("Trustee"). The terms of the Securities include those stated in the Indenture and in the Bond Resolution creat- ing the Securities and those made part of the Indenture by the Trust Indenture Act of 1939, as amended (15 U.S. Code {{ 77aaa-77bbbb). Securityholders are referred to the Indenture, the Bond Resolu- tion and the Act for a statement of such terms. 2. Interest General. The Company promises to pay interest on the principal amount of this Note at a floating rate per annum cal- culated as herein provided. Interest on this Note will accrue at the Initial Interest Rate from the Original Issue Date to the first Inter- est Reset Date following the Original Issue Date and shall bear interest thereafter for each Interest Reset Period by reference to the Base Rate specified on the face hereof, plus or minus the Spread, if any, and multiplied by the Spread Multiplier, if any, specified on the face hereof. If the interest rate so calculated for any Interest Reset Period (i) would be less than the Minimum Interest Rate, if any, specified on the face hereof, then this Note shall bear interest at the Minimum Interest Rate for such Interest Reset Period, (ii) would be greater than the Maximum Interest Rate, if any, specified on the face hereof, then this Note shall bear interest for such Interest Reset Period at the Maximum Interest Rate. The Mini- mum Interest Rate and Maximum Interest Rate if set forth on the face hereof are expressed as rates per annum on a simple inter- est basis. The interest rate on this Note will in no event be -4- higher than the maximum rate permitted by applicable law, as the same may be modified by United States law of general application. Interest Reset Period. The interest rate hereon will be reset daily, weekly, monthly, quarterly, semiannually or annually (such period being the "Interest Reset Period" speci- fied on the face hereof, and the first day of each Interest Reset Period being an "Interest Reset Date"). Unless otherwise specified on the face hereof, the Interest Reset Dates will be, if this Note resets daily, each Business Day; if this Note (unless the Base Rate for this Note is the Treasury Rate (a "Treasury Rate Note")) resets weekly, Wednesday of each week; if this Note is a Treasury Rate Note that resets weekly, Tues- day of each week (except as provided in paragraph 3 below under "Treasury Rate"); if this Note resets monthly, the third Wednesday of each month; if this Note resets quarterly, the third Wednesday of March, June, September and December of each year; if this Note resets semiannually, the third Wednesday of the two months of each year specified on the face hereof; and if this Note resets annually, the third Wednesday of the month of each year specified on the face hereof. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next suc- ceeding Business Day, except that if the Base Rate specified on the face hereof is LIBOR and such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. "Business Day" means any day, other than a Saturday or Sunday, that is (i) not a day on which banking institutions are authorized or required by law, regulation or executive order to be closed in (a) The City of New York or (b) if the Specified Currency for this Note is other than United States dollars, the principal financial center of the country issuing such Specified Currency (which, in the case of European Currency Units ("ECUs"), shall be Brussels, Belgium) and (ii) if such Note is a LIBOR Note (as defined below), also a London Banking Day. "London Banking Day" Note means any day on which dealings in deposits in U.S. Dollars are transacted in the Lon- don interbank market. Calculation of Interest. Unless otherwise specified on the face hereof, the interest payable hereon on each Inter- est Payment Date shall be the accrued interest from and includ- ing the Original Issue Date or the last date to which interest -5- has been paid, as the case may be, to but excluding such Inter- est Payment Date, Maturity, or date of redemption or repayment, as the case may be, provided, however, that if the interest rate is reset daily or weekly, the interest payable hereon shall be the accrued interest from and including the Original Issue Date or from but excluding the last date to which inter- est has been accrued and paid, as the case may be, through and including the Record Date immediately preceding such Interest Payment Date, except that, at Maturity, or date of redemption or repayment, the interest payable will include interest accrued to, but excluding, such date. Accrued interest shall be calculated by multiplying the principal amount (or Face Amount if the face of this Note specifies that it is an Indexed Note) hereof by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which accrued inter- est is being calculated. The interest factor (expressed as a decimal) for each such day is computed by dividing the interest rate in effect on such day by 360 if the Base Rate specified on the face hereof is the Commercial Paper Rate, the Prime Rate, the Federal Funds Rate, the CD Rate or LIBOR, or by the actual number of days in the year, if the Base Rate specified on the face hereof is the Treasury Rate or CMT Rate. For purposes of making the foregoing calculation, the interest rate in effect on any Interest Reset Date will be the applicable rate as reset on such date. Unless otherwise specified on the face hereof, all percentages resulting from any calculation of the rate of interest hereof will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a per- centage point rounded upward, and all currency amounts used in or resulting from such calculation will be rounded to the near- est one-hundredth of a unit (with .005 of a unit being rounded upward). Interest Payment Dates. Unless otherwise specified on the face hereof, interest will be payable, if this Note resets daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified on the face hereof; if this Note resets quarterly, on the third Wednesday of March, June, September and December of each year; if this Note resets semi- annually, on the third Wednesday of the two months of each year specified on the face hereof; and if this Note resets annually, on the third Wednesday of the month of each year specified on the face hereof (each such day being an "Interest Payment Date") and in each case at Maturity or earlier redemption or repayment. If an Interest Payment Date (other than at Maturity -6- or earlier redemption or repayment) would otherwise fall on a day that is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding Business Day, except that if the Base Rate specified on the face hereof is LIBOR and such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. If the Maturity or date of redemption or repay- ment would otherwise fall on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Matur- ity to the date of such payment on the next succeeding Business Day. Calculation Agent. Unless otherwise specified on the face hereof, the Company has appointed Chemical Bank to calcu- late the interest rates on this Note (the "Calculation Agent"). At the request of the Holder, the Calculation Agent will pro- vide the interest rate then in effect and, if determined, the interest rate that will become effective on the next Interest Reset Date. All determinations of interest rates by the Calcu- lation Agent shall, in the absence of manifest error, be con- clusive for all purposes and binding on the Holder hereof. Unless otherwise specified on the face hereof, the "Calculation Date," if applicable, pertaining to any Interest Reset Date will be the earlier of (i) the tenth calendar day after such Interest Reset Date, or, if such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day immedi- ately preceding the applicable Interest Payment Date or the Maturity, as the case may be. 3. Definition of Base Rates Unless otherwise provided on the face of this Note, the Base Rate shall be calculated with reference to the Spread on Spread Multiplier, if any, and subject to the Minimum Inter- est Rate and Maximum Interest Rate, if any, specified on the face of this Note and in accordance with the applicable defini- tion below: "CD Rate" for each Interest Reset Period shall be the rate as of the second Business Day prior to the Interest Reset Date for such Interest Reset Period (a "CD Rate Determination Date") for negotiable certificates of deposit having the Index Maturity specified on the face hereof as published in H.15(519) under the heading "CDs (Secondary Market)." In the event that -7- such rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to such CD Rate Deter- mination Date, then the "CD Rate" for such Interest Reset Period will be the rate on such CD Rate Determination Date for negotiable certificates of deposit of the Index Maturity speci- fied on the face hereof as published in the Composite Quota- tions under the heading "Certificates of Deposit." If by 3:00 p.m., New York City time, on such Calculation Date such rate is not yet published in either H.15(519) or Composite Quotations, then the "CD Rate" for such Interest Reset Period will be cal- culated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on such CD Rate Determination Date of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money center banks (in the market for negotiable certif- icates of deposit) with a remaining maturity closest to the Index Maturity on the face hereof in a denomination of $5,000,000, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the CD Rate for such Interest Reset Period will be the same as the CD Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the Initial Interest Rate). "H.15 (519)" means the publication entitled "Statis- tical Release H.15 (519), 'Selected Interest Rates,'" or any successor publication, published by the Board of Governors of the Federal Reserve System. "Composite Quotations" means the daily statistical release entitled "Composite 3:30 p.m. Quota- tions for U.S. Government Securities" published by the Federal Reserve Bank of New York. "Commercial Paper Rate" for each Interest Reset Period will be determined by the Calculation Agent as of the second Business Day prior to the Interest Reset Date for such Interest Reset Period (a "Commercial Paper Rate Determination Date") and shall be the Money Market Yield (as defined below) on such Commercial Paper Rate Determination Date of the rate for commercial paper having the Index Maturity specified on the face hereof, as such rate shall be published in H.15(519) under the heading "Commercial Paper." In the event that such rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to such Commercial Paper Rate Determination Date, then the Commercial Paper Rate for such Interest Reset Period shall be the Money Market Yield on such -8- Commercial Paper Rate Determination Date of the rate for com- mercial paper of the Index Maturity specified on the face hereof as published in Composite Quotations under the heading "Commercial Paper." If by 3:00 p.m., New York City time, on such Calculation Date such rate is not yet published in either H.15(519) or Composite Quotations, then the Commercial Paper Rate for such Interest Reset Period shall be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on such Commercial Paper Rate Deter- mination Date of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent for com- mercial paper of the Index Maturity specified on the face hereof placed for an industrial issuer whose bonds are rated "AA" or the equivalent by a nationally recognized rating agency, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the Commercial Paper Rate for such Interest Reset Period will be the same as the Commer- cial Paper Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the Initial Interest Rate). "Money Market Yield" shall be the yield calculated in accordance with the following formula: Money Market Yield = D x 360 x 100 360 - (D x M) where "D" refers to the applicable per annum rate for commer- cial paper quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the period for which interest is being calculated. "Federal Funds Rate" for each Interest Reset Period shall be the effective rate on the second Business Day prior to the Interest Reset Date for such Interest Reset Period (a "Fed- eral Funds Rate Determination Date") for federal funds as pub- lished in H.15(519) under the heading "Federal Funds (Effec- tive)." In the event that such rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date pertain- ing to such Federal Funds Rate Determination Date, the Federal Funds Rate for such Interest Reset Period shall be the rate on such Federal Funds Rate Determination Date as published in Com- posite Quotations under the heading "Federal Funds/Effective Rate." If by 3:00 p.m., New York City time, on such Calcula- tion Date, such rate is not yet published in either H.15(519) or Composite Quotations, then the Federal Funds Rate for such -9- Interest Reset Period shall be calculated by the Calculation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of federal funds transactions in The City of New York (which may include the Calculation Agent) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such Federal Funds Rate Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sen- tence, the Federal Funds Rate as of such Federal Funds Rate Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Determination Date. "LIBOR" means the determination by the Calculation Agent in accordance with the following provisions: (i) With respect to a LIBOR Interest Determination Date (as defined below), either, as specified on the face hereof: (a) the arithmetic mean of the offered rates for deposits in U.S. dollars for the period of the Index Maturity specified on the face hereof commencing on the second London Banking Day immediately following such LIBOR Interest Determination Date, which appears on the Reuters Screen LIBO Page as of 11:00 a.m., London time, on the LIBOR Interest Determination Date, if at least two such offered rates appear on the Reuters Screen LIBO Page ("LIBOR Reuters"), or (b) the rate for deposits in U.S. dollars having the Index Maturity designated on the face hereof, commencing on the second London Banking Day imme- diately following that LIBOR Interest Determination Date, that appears on the Telerate Page 3750 as of 11:00 a.m., London time, on that LIBOR Interest Determination Date ("LIBOR Telerate"). Unless otherwise indicated on the face hereof, "Reuters Screen LIBO Page" means the display designated as Page "LIBO" on the Reuters Monitor Money Rate Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates of major banks). "Telerate Page 3750" means the display designated as page "3750" on the Telerate Service (or such other page as may replace the 3750 page on that service or such other service or ser- vices as may be nominated by the British Bankers' Associa- tion (the "Association") for the purpose of displaying London interbank offered rates for U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR Telerate is specified in the applicable Pricing Supplement, LIBOR will be deter- mined as if LIBOR Telerate has been specified. In the -10- case where (a) above applies, if fewer than two offered rates appear on the Reuters Screen LIBO Page, or, in the case where (b) above applies if no rate appears on the Telerate Page 3750, as applicable, LIBOR in respect of that LIBOR Interest Determination Date will be determined as if the parties had specified the rate described in (ii) below. (ii) With respect to a LIBOR Interest Determination Date on which this provision applies, LIBOR will be deter- mined on the basis of the rates at which deposits in U.S. dollars having the Index Maturity designated on the face hereof are offered at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date by four major banks ("Reference Banks") in the London interbank market selected by the Calculation Agent to prime banks in the London interbank market commencing on the second London Banking Day immediately following such LIBOR Interest Determination Date and in a principal amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of such quotations. If fewer than two quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on such LIBOR Interest Determination Date by three major banks (which may include the Calculation Agent) in The City of New York selected by the Calculation Agent for loans in U.S. dollars to leading European banks having the specified Index Maturity designated on the face hereof commencing on the second London Banking Day immediately following such LIBOR Interest Determination Date and in a principal amount equal to an amount of not less that U.S. $1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as mentioned in this sentence, LIBOR will be LIBOR then in effect on such LIBOR Interest Determination Date. Unless otherwise indicated on the face hereof, the "LIBOR Interest Determination Date" pertaining to an Interest -11- Reset Date will be the second London Banking Day preceding such Interest Reset Date. "Prime Rate" means, with respect to any Prime Inter- est Determination Date (as defined below), the rate set forth on such date in H.15(519) under the heading "Bank Prime Loan." In the event that such rate is not published prior to 9:00 a.m., New York City time, on the Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate will be determined by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen USPRIME1 Page (as defined herein) as such bank's prime rate or base lending rate as in effect for that Prime Interest Determination Date. If fewer than four such rates appear on the Reuters Screen USPRIME1 Page for the Prime Interest Determination Date, the Prime Rate will be determined by the Calculation Agent and will be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Interest Determination Date by at least two of three major money center banks in The City of New York selected by the Calculation Agent. If fewer than two such rates are quoted as aforesaid, the Prime Rate will be determined by the Calculation Agent on the basis of the rates furnished in The City of New York by one or two, as the case may be, substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least U.S. $500,000,000 and being subject to supervision or examina- tion by federal or state authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks selected as aforesaid are not quoting as set forth above, the Prime Rate will remain the Prime Rate then in effect on such Prime Interest Determination Date. "Reuters Screen USPRIME1 Page" means the display designated as page "USPRIME1" on the Reuters Monitor Money Rates Services (or such other page as may replace the USPRIME1 page on that service for the purpose of displaying the prime rate or base lending rate of major United States banks). Unless otherwise indicated on the face hereof, the "Prime Interest Determination Date" pertaining to an Interest Reset Date shall be the second Business Day preceding such Interest Reset Date. "Treasury Rate" for each Interest Reset Period will be the rate for the auction held on the Treasury Rate -12- Determination Date (as defined below) for such Interest Reset Period of direct obligations of the United States ("Treasury bills") having the Index Maturity specified on the face hereof, as published in H.15(519) under the heading "U.S. Government Securities-Treasury bills-auction average (investment)" or, if not so published by 3:00 p.m., New York City time, on the Cal- culation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) on such Treasury Rate Determination Date as otherwise announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 p.m., New York City time, on such Calculation Date, or if no such auction is held on such Treasury Rate Determination Date, then the "Treasury Rate" for such Interest Reset Period shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 p.m., New York City time, on such Treasury Rate Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified on the face hereof, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, then the Treasury Rate for such Interest Reset Period will be the same as the Treasury Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the Initial Inter- est Rate). The "Treasury Rate Determination Date" for each Interest Reset Period will be the day of the week in which the Interest Reset Date for such Interest Reset Period falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Fri- day, such Friday will be the Treasury Rate Determination Date pertaining to the Interest Reset Period commencing in the next succeeding week. If an auction date shall fall on any day that would otherwise be an Interest Reset Date for a Treasury Rate -13- Note, then such Interest Reset Date shall instead be the Busi- ness Day immediately following such auction date. "CMT Rate" means, with respect to any Interest Deter- mination Date, the rate displayed on the Designated CMT Telerate Page (as defined below) under the caption ". . . Treasury Constant Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.," under the column for the Index Maturity (as defined below) for (i) if the Designated CMT Telerate Page is 7055, the rate on such Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the week, or the month, as applicable, ended immediately preceding the week in which the applicable Interest Determination Date occurs. If such rate is no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for such Interest Determination Date will be such treasury constant maturity rate for the Index Maturity (or other United States Treasury for the Index Maturity) for the Interest Determination Date with respect to such Interest Reset Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519). If such information is not provided by 3:00 P.M., New York City time, on the Calcula- tion Date pertaining to such Interest Determination Date, then the CMT Rate for the Interest Determination Date will be calcu- lated by the Calculation Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately 3:30 P.M., New York City time, on the Interest Determination Date reported, according to their written records, by three leading primary United States government securities dealers (each, a "Reference Dealer") in The City of New York selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("Treasury Notes") with an original maturity of approximately the Index Maturity and a remaining term to maturity of not less than such Index Maturity minus one year. If the Calculation Agent cannot obtain three such Treasury note quotations, the CMT Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be a yield -14- to maturity based on the arithmetic mean of the secondary mar- ket offer side prices as of approximately 3:30 P.M., New York City time, on the Interest Determination Date of three Refer- ence Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equal- ity, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Index Maturity and a remaining term to maturity closest to the Index Maturity and in an amount of at least $100,000,000. If three or four (and not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of such quotes will be eliminated; provided however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described herein, the CMT Rate will be the CMT Rate in effect on such Interest Determination Date. If two Treasury Notes with an original maturity as described in the third preceding sentence, have remaining terms to maturity equally close to the Maturity Index, the quotes for the Treasury Rate Note with the shorter remaining term to maturity will be used. "Designated CMT Telerate Page" means the display on the Dow Jones Telerate Service on the page specified on the face of this Note (or any other page as may replace such page on that service for the purpose of displaying Treasury Constant Maturities as published in H.15(519)), for the purpose of dis- playing Treasury Constant Maturities as published in H.15(519). If no such page is specified on the face of this Note, the Des- ignated CMT Telerate Page shall be 7052, for the most recent week. 4. Method of Payment. The Company will pay interest on the Securities to the persons who are registered holders of Securities at the close of business on the Record Rate for the next Interest Pay- ment Date, except as otherwise provided in the Indenture. Holders must surrender Securities to a Paying Agent to collect principal payments. If the Holder hereof is the Holder of U.S. $10,000,000 (or the equivalent thereof in a currency other than U.S. dollars determined as provided on the reverse hereof) or more in aggregate principal amount of Notes of like tenor and term, such U.S. dollar interest payments will be made by wire transfer of immediately available funds, but only if -15- appropriate wire transfer instructions have been received in writing by the Paying Agent not less than fifteen calendar days prior to the applicable Interest Payment Date. Unless the Specified Currency of this Note is other than U.S. dollars, the Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. It may mail an inter- est check to a holder's registered address. 5. Foreign Currency Notes. General. If the Specified Currency of this Note is other than U.S. Dollars (a "Foreign Currency Note"), the Com- pany shall make payments of principal of and premium, if any, and interest on Foreign Currency Notes in the applicable Speci- fied Currency (or, if such Specified Currency is not at the time of such payment legal tender for the payment of public and private debts, in such other coin or currency of the country which issued such Specified Currency as at the time of such payment is legal tender for the payment of such debts). Sub- ject to any election made by the Holder of this Note pursuant to the next paragraph and unless otherwise specified on the face of this Note, all payments by the Company on this Note will be converted into U.S. Dollars by the Exchange Rate Agent for payment to the Holder based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settle- ment on such payment date in the aggregate amount of the Speci- fied Currency payable to all Holders of Foreign Currency Notes scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All cur- rency exchange costs will be deducted from such payments to the Holder. If three such bid quotations are not available, pay- ments will be made in the Specified Currency. Election to Receive Payments in Specified Currency. Unless otherwise specified in this Note, the Holder of this Note may elect to receive payment of the principal of and pre- mium, if any, and interest hereon in the Specified Currency by submitting a written request for such payment to the Trustee at its corporate trust office in The City of New York on or prior -16- to the applicable Record Date or at least fifteen calendar days prior to Maturity, as the case may be. Such written request shall include appropriate and complete wire transfer instruc- tions for an account at a bank outside the United States to which payments made in such Specified Currency to such Holder will be made. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least fifteen calendar days prior to Maturity, as the case may be. Payment Currency. If this Note is a Foreign Currency Note and the Specified Currency is not available for the pay- ment of principal or any premium or interest with respect to this Note due to the imposition of exchange controls or other circumstances beyond the control of the Company (other than in the case where the Specified Currency is a currency of a Euro- pean Community ("EC") member state and such currency is replaced by the ECU, the Company may make such payment in U.S. dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made under such circumstances in U.S. dollars where the required payment is in other than US dollars will not constitute an Event of Default under the Indenture. If payments of principal, premium or interest on this Note are required to be made in any currency unit (other than the ECU), and such currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, then the Company shall make such pay- ments in United States dollars until such currency unit is again available. The amount of each payment in United States dollars shall be computed on the basis of the Market Exchange Rate on the second Business Day prior to such payment, or if such Market Exchange Rate is not then available, on the basis of the equivalent of the currency unit in United States dol- lars, which shall be determined by the Company or its agent on the following basis. The component currencies of the currency unit for this purpose (the "Component Currencies" or, individu- ally, a "Component Currency") shall be the currency amounts that were components of the currency unit as of the last day on which the currency unit was used. The equivalent of the cur- rency unit in United States dollars shall be calculated by -17- aggregating the United States dollar equivalents of the Compo- nent Currencies. The United States dollar equivalent of each of the Component Currencies shall be determined by the Company or such agent on the basis of the most recently available Mar- ket Exchange Rate for each such Component Currency. If the official unit of any Component Currency is altered by way of combination or subdivision, the number of units of the currency as a Component Currency shall be divided or multiplied in the same proportion. If two or more Component Currencies are consolidated into a single currency, the amounts of those currencies as Component Currencies shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated Component Currencies expressed in such single currency. If any Component Currency is divided into two or more currencies, the amount of the original Compo- nent Currency shall be replaced by the amounts of such two or more currencies, the sum of which shall be equal to the amount of the original Component Currency. "Market Exchange Rate" means (A) with respect to a Specified Currency that is the currency of a country other than the United States, the noon U.S. dollar buying rate in The City of New York for cable transfers for such Specified Currency on the applicable date as determined by the Federal Reserve Bank of New York, (B) with respect to a Specified Currency that is the ECU, the exchange rate between the ECU and the U.S. dollar reported for the applicable date by the Council of the European Communities (the reports of which currently are based on the rates in effect at 2:30 p.m., Brussels time, on the exchange markets of the component currencies of the ECU) and (C) with respect to a Specified Currency that is a Composite Currency other than the ECU, the exchange rate specified in the appli- cable Pricing Supplement for the applicable date. ECU Notes. If this Note is denominated in ECU, the following provisions shall apply: If, in accordance with the Treaty on European Union (the "Treaty"), the ECU becomes a currency in its own right, all references to ECU in this Note shall be construed as refer- ences to such currency. If any change in the composition of the ECU is made in conformity with the Treaty and European Com- munity ("EC") law, references to ECU in this Note shall refer to the ECU as so changed. With respect to each due date for the payment of principal of, or interest on, this Note on or after the first business day in London on which the ECU is used -18- neither as the unit of account of the EC nor as the currency of the European Union, the Company shall choose a substitute cur- rency (the "Chosen Currency"), which may be any currency which was, on the last day on which the ECU was used as the unit of account of the EC, a component currency of the ECU or U.S. dol- lars, in which all payments due on or after that date with respect to the Notes and coupons shall be made. The amount of each payment in such Chosen Currency shall be computed on the basis of the equivalent of the ECU in that currency, determined as described below, as of the fourth business day in London prior to the date on which such payment is due. On the first business day in London on which the ECU is used neither as the unit of account of the EC nor as the currency of the European Union, the Company shall choose a Cho- sen Currency in which all payments with respect to Notes and coupons having a due date prior thereto but not yet presented for payment are to be made. Notice of the Chosen Currency so selected shall, where practicable, be published in the manner described in "Notices" below. The amount of each payment in such Chosen Currency shall be computed on the basis of the equivalent of the ECU in that currency, determined as described below, as of such first business day. The equivalent of the ECU in the relevant Chosen Cur- rency as of any date (the "Day of Valuation") shall be deter- mined by, or on behalf of, the Exchange Rate Agent on the fol- lowing basis. The amounts and components composing the ECU for this purpose (the "Components") shall be the amounts and compo- nents that composed the ECU as of the last date on which the ECU was used as the unit of account of the EC. The equivalent of the ECU in the Chosen Currency shall be calculated by, first, aggregating the U.S. dollar equivalents of the Compo- nents; and then, in the case of a Chosen Currency other than U.S. dollars, using the rate used for determining the U.S. dol- lar equivalent of the Components in the Chosen Currency as set forth below, calculating the equivalent in the Chosen Currency of such aggregate amount in U.S. dollars. The U.S. dollar equivalent of each of the Components shall be determined by, or on behalf of, the Exchange Rate Agent on the basis of the middle spot delivery quotations pre- vailing at 2:30 p.m. London time on the Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from one or more major banks, as selected by the Company, in the country of issue of the Component Currency in question. -19- If for any reason no direct quotations are available for a Component as of a Day of Valuation from any of the banks selected for this purpose, in computing the U.S. dollar equiva- lent of such Component, the Exchange Rate Agent shall (except as provided below) use the most recent direct quotations for such Component obtained by it or on its behalf, provided that such quotations were prevailing in the country of issue not more than two Business Days before such Day of Valuation. If such most recent quotations were so prevailing more than two Business Days in the country of issue before such Day of Valua- tion, the Exchange Rate Agent shall determine the U.S. dollar equivalent of such Component on the basis of cross rates derived from the middle spot delivery quotations for such Com- ponent Currency and for the U.S. dollar prevailing at 2:30 p.m. London time on such Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from one or more major banks, as selected by the Company, in a country other than the country of issue of such Component Currency. Notwithstanding the foregoing, the Exchange Rate Agent shall determine the U.S. dollar equivalent of such Component on the basis of such cross rates if the Company or such agent judges that the equivalent so calculated is more representative than the U.S. dollar equivalent calculated as provided in the first sentence of this paragraph. Unless otherwise specified by the Company, if there is more than one market for dealing in any Component Currency by reason of foreign exchange regulations or for any other rea- son, the market to be referred to in respect of such currency shall be that upon which a non-resident issuer of securities denominated in such currency would purchase such currency in order to make payments in respect of such securities. Payments in the Chosen Currency will be made at the specified office of a paying agent in the country of the Chosen Currency, or, if none, or at the option of the holder, at the specified office of any Paying Agent either by a check drawn on, or by transfer to an account maintained by the holder with, a bank in the principal financial center of the country of the Chosen Currency. All determinations referred to above made by, or on behalf of, the Company or by, or on behalf of, the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on holders of Notes. If, pursuant to the Treaty, all or some of the cur- rencies of the member countries of the EC are replaced by the -20- ECU as a currency in its own right, the payment of principal of, or interest on, the Notes denominated in such currencies may be effected in ECU in conformity with legally applicable measures taken pursuant to the Treaty. Exchange Rate Agent. Unless otherwise specified herein, the Company has appointed Chemical Bank to act as its agent (the "Exchange Rate Agent") for purposes of determining any currency conversion rates applicable to this Note. 6. Bond Agents. Initially, Chemical Bank will act as Paying Agent, Transfer Agent, Registrar, Calculation Agent and Exchange Rate Agent. The Company may change any Paying Agent, Transfer Agent or Registrar without notice. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee. 7. Optional Redemption. If so specified on the face of this Note on or after the Initial Redemption Date, the Company may redeem all the Securities at any time or some of them from time to time during the twelve months following the Initial Redemption Date at the Initial Redemption Price and during each succeeding twelve- month period at the redemption price in effect for the preced- ing twelve months less the Reduction Percentage, but in no event less than 100%, plus accrued interest to the redemption date. If this Note is a Discount Note, the redemption prices provided herein shall be percentages of Amortized Face Amount. Initial Redemption Date: Initial Redemption Price: % Reduction Percentage: % 8. Mandatory Redemption. This Note is not subject to any mandatory redemption or sinking fund unless otherwise set forth herein. 9. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of Notes to be redeemed at such holder's registered address. -21- 10. Repayment at Option of Holder. If so indicated on the face of this Note, the Holder hereof may require the Company to repay this Note on the Optional Repayment Dates and at the Optional Repayment Prices set forth herein, plus accrued interest to the repayment date. Optional Repayment Date Optional Repayment Price Any repayment of this Note in part will be in incre- ments of the minimum denomination in which this Note may be issued; provided that any remaining principal amount of such Note will be an authorized denomination of such Note. For this Note to be repaid at the option of the holder hereof, the Paying Agent must receive at the Corporate Trust Office (or such other address of which the Company shall from time to time notify the Holders) not more than 60 nor less than 30 days prior to the date of repayment this Note with the form entitled "Option to Elect Repayment" below duly completed. Exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the holder hereof upon the can- cellation hereof. 11. Discount Notes. If this Note is a Discount Note, the amount payable in the event of redemption, repayment or acceleration prior to the Stated Maturity hereof shall be the Amortized Face Amount of this Note as of the redemption date or the date of repay- ment, as the case may be. The "Amortized Face Amount" of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the differ- ence between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of which the Amortized Face Amount is calculated, but in no event shall the Amortized Face Amount of this Note exceed its principal amount. -22- 12. Denominations, Transfer, Exchange. The Securities are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000; provided that if this Note is denominated in a Specified Cur- rency other than U.S. dollars, then unless otherwise specified on the face hereof it is issuable only in denominations of the equivalent of U.S. $100,000 (rounded to an integral multiple of 1,000 units of such Specified Currency), or any amount in excess thereof which is an integral multiple of 1,000 units of such Specified Currency, as determined by reference to the Mar- ket Exchange Rate on the Business Day immediately preceding the Original Issue Date of this Note. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Transfer Agent 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 the Indenture. The Transfer Agent need not exchange or register the transfer of any Security or portion of a Security selected for redemption. Also, it need not exchange or regis- ter the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed. 13. Persons Deemed Owners. The registered holder of a Security may be treated as its owner for all purposes. 14. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment. Subject to certain exceptions, a default on a series may be waived with the consent of the hold- ers of a majority in principal amount of the series. Without the consent of any Securityholder, the Indenture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityhold- ers; or to make any change that does not materially adversely affect the rights of any Securityholder. -23- 15. Successors. When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations. 16. Defeasance Prior to Redemption or Maturity. Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 17. Defaults and Remedies. An Event of Default includes: default for 30 days in payment of interest on the Securities; default in payment of principal on the Securities; default by the Company for a spec- ified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bankruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal of all the Securities to be due and payable immediately. Securityholders 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 Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any con- tinuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance cer- tificate to the Trustee. -24- 18. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. 19. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obli- gations 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 Securityholder by accept- ing a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 20. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 21. Abbreviations. Customary abbreviations may be used in the name of a Securityholder 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 com- mon), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors Act). The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture and the Bond Resolution. Requests may be made to: Secretary, Gen- eral Signal Corporation, High Ridge Park, Box 10010, Stamford, CT 06904. -25- OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company to repay $_____ principal amount of the within Note, pursuant to its terms, on the "Optional Repayment Date" first occurring after the date of receipt of the within Note as specified below, together with interest thereon accrued to the date of repayment, to the undersigned at: _______________________________________________________________ _______________________________________________________________ (Please Print or Type Name and Address of the Undersigned and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining prin- cipal amount of this Note. For this Option to Elect Repayment to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Company within the relevant time period set foth above at the office of the Paying Agent. Dated: _______________________________ Note: The signature to this Option to Elect Repayment must correspond with the name as writ- ten upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever. -26- _____________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfers) unto Please Insert Social Security or Other Identifying Number of Assignee ________________________________________ _____________________________________________________________________ _____________________________________________________________________ Please Print or Type Name and Address Including Zip Code of Assignee ____________________________________________________________________ the within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________________________________________________________ attorney to transfer such Note on the books of the Company with full power of substitution in the premises. Dated: __________________ _______________________________ Signature _______________________________ NOTICE: The signature to this assignment must corresond with the name as it appears upon the face of the Note in every par- ticular, without alteration or enlargement or any change whatsoever. Exhibit 2 Form of Fixed Rate Note [Unless this certificate is presented by an authorized rep- resentative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of trans- fer or exchange or for payment, then this certificate shall be regis- tered in the name of Cede & Co. (or such other name as may be requested by an authorized representative of The Depository Trust Company), and ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a whole by The Depository Trust Company to a nominee thereof or by a nominee thereof to The Depository Trust Com- pany or another nominee of The Depository Trust Company or by The Depository Trust Company or any nominee to a successor depository or nominee of such successor depository.]* NO. _______ Principal Amount__________ CUSIP__________ GENERAL SIGNAL CORPORATION MEDIUM-TERM SENIOR NOTE, SERIES A (FIXED RATE) General Signal Corporation promises to pay to or registered assigns the principal sum of in the Specified Currency on the Maturity specified below. Issue Price: Original Issue Date: Interest Rate: Maturity: Interest Payment Dates: Record Dates: Specified Currency: (If other than U.S. Dollars, see paragraph 4) _________________________ * Include only if this Note is a global security. -2- __ __ Optional Redemption: /_/ No / / Yes (see paragraph 6) __ __ Optional Repayment: /_/ No / / Yes (see paragraph 9) __ __ Amortizing Note: /_/ No / / Yes (see paragraph 7) __ __ Discount Note: /_/ Yes / / No Total Amount of OID: Yield to Maturity: Initial Accrual Period OID: Other Provisions: Specify here any additional or different provisions applicable to this Note, which may include any of the following: 1. provisions for indexing of principal or interest payments 2. provisions for extension of maturity 3. provisions for a change in Interest Rate prior to maturity 4. changes to any provision of this form of Note not appli- cable to a particular Note Dated: GENERAL SIGNAL CORPORATION __________________________ Authenticated: CHEMICAL BANK Registrar By __________________________ Authorized Officer -3- General Signal Corporation Medium-Term Senior Note, Series A Further Provisions 1. Medium-Term Senior Notes, Series A This Note is one of a series of duly authorized debt securities of General Signal Corporation, a New York Corpora- tion, (the "Company"), designated as its "Medium-Term Senior Notes, Series A" (the "Securities") limited to an aggregate initial offering price or purchase price of $300,000,000 or the equivalent thereof in one or more foreign or currency units. The Company issued the Securities under an Indenture dated as of April 15, 1996 ("Indenture") between the Company and Chemical Bank ("Trustee"). The terms of the Securities include those stated in the Indenture and in the Bond Resolution creat- ing the Securities and those made part of the Indenture by the Trust Indenture Act of 1939, as amended (15 U.S. Code {{ 77aaa-77bbbb). Securityholders are referred to the Indenture, the Bond Resolu- tion and the Act for a statement of such terms. 2. Interest The Company promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on January 15 and July 15 of each year commencing with the first such date after the Original Issue Date. Unless otherwise specified herein, the first payment of interest on any Note originally issued between a record date and the related Interest Payment Date will be made on the Interest Payment Date immediately following the next succeeding record date. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from Original Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 3. Method of Payment. The Company will pay interest on the Securities to the persons who are registered holders of Securities at the close of business on the Record Rate for the next Interest Pay- ment Date, except as otherwise provided in the Indenture. Holders must surrender Securities to a Paying Agent to collect -4- principal payments. If the Holder hereof is the Holder of U.S. $10,000,000 (or the equivalent thereof in a currency other than U.S. dollars determined as provided below) or more in aggregate principal amount of Notes of like tenor and term, such U.S. dollar interest payments will be made by wire transfer of imme- diately available funds, but only if appropriate wire transfer instructions have been received in writing by the Paying Agent not less than fifteen calendar days prior to the applicable Interest Payment Date. Unless the Specified Currency of this Note is other than U.S. dollars, the Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. It may mail an interest check to a holder's registered address. If any payment of principal, premium or interest on this Note is due on a day which is not a Business Day, the Com- pany shall make such payment on the next succeeding Business Day and no interest shall accrue on such payment from the stated due date until such Business Day. "Business Day" means any day, other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or required by law, regulation or executive order to be closed in (a) The City of New York or (b) if the Specified Currency for this Note is other than United States dollars, the principal financial center of the country issuing such Specified Currency (which, in the case of European Currency Units ("ECUs"), shall be Brussels, Belgium). 4. Foreign Currency Notes. General. If the Specified Currency of this Note is other than U.S. Dollars (a "Foreign Currency Note"), the Com- pany shall make payments of principal of and premium, if any, and interest on Foreign Currency Notes in the applicable Speci- fied Currency (or, if such Specified Currency is not at the time of such payment legal tender for the payment of public and private debts, in such other coin or currency of the country which issued such Specified Currency as at the time of such payment is legal tender for the payment of such debts). Sub- ject to any election made by the Holder of this Note pursuant to the next paragraph and unless otherwise specified on the face of this Note, all payments by the Company on this Note will be converted into U.S. Dollars by the Exchange Rate Agent for payment to the Holder based on the highest bid quotation in -5- The City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settle- ment on such payment date in the aggregate amount of the Speci- fied Currency payable to all Holders of Foreign Currency Notes scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All cur- rency exchange costs will be deducted from such payments to the Holder. If three such bid quotations are not available, pay- ments will be made in the Specified Currency. Election to Receive Payments in Specified Currency. Unless otherwise specified in this Note, the Holder of this Note may elect to receive payment of the principal of and pre- mium, if any, and/or interest hereon in the Specified Currency by submitting a written request for such payment to the Trustee at its corporate trust office in The City of New York on or prior to the applicable Record Date or at least fifteen calen- dar days prior to the Maturity Date, as the case may be. Such written request shall include appropriate and complete wire transfer instructions for an account at a bank outside the United States to which payments made in such Specified Currency to such Holder will be made. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least fifteen calendar days prior to the Maturity Date, as the case may be. Payment Currency. If this Note is a Foreign Currency Note and the Specified Currency is not available for the pay- ment of principal or any premium or interest with respect to this Note due to the imposition of exchange controls or other circumstances beyond the control of the Company (other than in the case where the Specified Currency is a currency of a Euro- pean Community ("EC") member state and such currency is replaced by the European Currency Unit ("ECU"), the Company may make such payment in U.S. dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made under such circumstances in U.S. dollars where the -6- required payment is in other than U.S. dollars will not consti- tute an Event of Default under the Indenture. If payments of principal, premium or interest on this Note are required to be made in any currency unit (other than the ECU), and such currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, then the Company shall make such pay- ments in United States dollars until such currency unit is again available. The amount of each payment in United States dollars shall be computed on the basis of the Market Exchange Rate on the second Business Day prior to such payment, or if such Market Exchange Rate is not then available, on the basis of the equivalent of the currency unit in United States dol- lars, which shall be determined by the Company or its agent on the following basis. The component currencies of the currency unit for this purpose (the "Component Currencies" or, individu- ally, a "Component Currency") shall be the currency amounts that were components of the currency unit as of the last day on which the currency unit was used. The equivalent of the cur- rency unit in United States dollars shall be calculated by aggregating the United States dollar equivalents of the Compo- nent Currencies. The United States dollar equivalent of each of the Component Currencies shall be determined by the Company or such agent on the basis of the most recently available Mar- ket Exchange Rate for each such Component Currency. If the official unit of any Component Currency is altered by way of combination or subdivision, the number of units of the currency as a Component Currency shall be divided or multiplied in the same proportion. If two or more Component Currencies are consolidated into a single currency, the amounts of those currencies as Component Currencies shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated Component Currencies expressed in such single currency. If any Component Currency is divided into two or more currencies, the amount of the original Compo- nent Currency shall be replaced by the amounts of such two or more currencies, the sum of which shall be equal to the amount of the original Component Currency. "Market Exchange Rate" means (A) with respect to a Specified Currency that is the currency of a country other than the United States, the noon U.S. dollar buying rate in The City of New York for cable transfers for such Specified Currency on the applicable date as determined by the Federal Reserve Bank of New York, (B) with respect to a Specified Currency that is -7- the ECU, the exchange rate between the ECU and the U.S. dollar reported for the applicable date by the Council of the European Communities (the reports of which currently are based on the rates in effect at 2:30 p.m., Brussels time, on the exchange markets of the component currencies of the ECU) and (C) with respect to a Specified Currency that is a Composite Currency other than the ECU, the exchange rate specified in the appli- cable Pricing Supplement for the applicable date. ECU Notes. If this Note is denominated in ECU, the following provisions shall apply: If, in accordance with the Treaty on European Union (the "Treaty"), the ECU becomes a currency in its own right, all references to ECU in this Note shall be construed as refer- ences to such currency. If any change in the composition of the ECU is made in conformity with the Treaty and European Com- munity ("EC") law, references to ECU in this Note shall refer to the ECU as so changed. With respect to each due date for the payment of principal of, or interest on, this Note on or after the first business day in London on which the ECU is used neither as the unit of account of the EC nor as the currency of the European Union, the Company shall choose a substitute cur- rency (the "Chosen Currency"), which may be any currency which was, on the last day on which the ECU was used as the unit of account of the EC, a component currency of the ECU or U.S. dol- lars, in which all payments due on or after that date with respect to the Notes and coupons shall be made. The amount of each payment in such Chosen Currency shall be computed on the basis of the equivalent of the ECU in that currency, determined as described below, as of the fourth business day in London prior to the date on which such payment is due. On the first business day in London on which the ECU is used neither as the unit of account of the EC nor as the currency of the European Union, the Company shall choose a Cho- sen Currency in which all payments with respect to Notes and coupons having a due date prior thereto but not yet presented for payment are to be made. Notice of the Chosen Currency so selected shall, where practicable, be published in the manner described in "Notices" below. The amount of each payment in such Chosen Currency shall be computed on the basis of the equivalent of the ECU in that currency, determined as described below, as of such first business day. The equivalent of the ECU in the relevant Chosen Cur- rency as of any date (the "Day of Valuation") shall be -8- determined by, or on behalf of, the Exchange Rate Agent on the following basis. The amounts and components composing the ECU for this purpose (the "Components") shall be the amounts and components that composed the ECU as of the last date on which the ECU was used as the unit of account of the EC. The equiva- lent of the ECU in the Chosen Currency shall be calculated by, first, aggregating the U.S. dollar equivalents of the Compo- nents; and then, in the case of a Chosen Currency other than U.S. dollars, using the rate used for determining the U.S. dol- lar equivalent of the Components in the Chosen Currency as set forth below, calculating the equivalent in the Chosen Currency of such aggregate amount in U.S. dollars. The U.S. dollar equivalent of each of the Components shall be determined by, or on behalf of, the Exchange Rate Agent on the basis of the middle spot delivery quotations pre- vailing at 2:30 p.m. London time on the Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from one or more major banks, as selected by the Company, in the country of issue of the Component Currency in question. If for any reason no direct quotations are available for a Component as of a Day of Valuation from any of the banks selected for this purpose, in computing the U.S. dollar equiva- lent of such Component, the Exchange Rate Agent shall (except as provided below) use the most recent direct quotations for such Component obtained by it or on its behalf, provided that such quotations were prevailing in the country of issue not more than two Business Days before such Day of Valuation. If such most recent quotations were so prevailing more than two Business Days in the country of issue before such Day of Valua- tion, the Exchange Rate Agent shall determine the U.S. dollar equivalent of such Component on the basis of cross rates derived from the middle spot delivery quotations for such Com- ponent Currency and for the U.S. dollar prevailing at 2:30 p.m. London time on such Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from one or more major banks, as selected by the Company, in a country other than the country of issue of such Component Currency. Notwithstanding the foregoing, the Exchange Rate Agent shall determine the U.S. dollar equivalent of such Component on the basis of such cross rates if the Company or such agent judges that the equivalent so calculated is more representative than the U.S. dollar equivalent calculated as provided in the first sentence of this paragraph. Unless otherwise specified by the Company, if there is more than one market for dealing in any Component Currency by reason of foreign exchange regulations or for any other -9- reason, the market to be referred to in respect of such cur- rency shall be that upon which a non-resident issuer of securi- ties denominated in such currency would purchase such currency in order to make payments in respect of such securities. Payments in the Chosen Currency will be made at the specified office of a paying agent in the country of the Chosen Currency, or, if none, or at the option of the holder, at the specified office of any Paying Agent either by a check drawn on, or by transfer to an account maintained by the holder with, a bank in the principal financial center of the country of the Chosen Currency. All determinations referred to above made by, or on behalf of, the Company or by, or on behalf of, the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on holders of Notes. If, pursuant to the Treaty, all or some of the cur- rencies of the member countries of the EC are replaced by the ECU as a currency in its own right, the payment of principal of, or interest on, the Notes denominated in such currencies may be effected in ECU in conformity with legally applicable measures taken pursuant to the Treaty. Exchange Rate Agent. Unless otherwise specified herein, the Company has appointed Chemical Bank to act as its agent (the "Exchange Rate Agent") for purposes of determining any currency conversion rates applicable to this Note. 5. Bond Agents. Initially, Chemical Bank will act as Paying Agent, Transfer Agent, Registrar, and Exchange Rate Agent. The Com- pany may change any Paying Agent, Transfer Agent Registrar or Exchange Rate Agent without notice. The Company or any Affili- ate may act in any such capacity. Subject to certain condi- tions, the Company may change the Trustee. 6. Optional Redemption. If so specified on the face of this Note, on or after the Initial Redemption Date, the Company may redeem all the Securities at any time or some of them from time to time during the twelve months following the Initial Redemption Date at the Initial Redemption Price and during each succeeding twelve- -10- month period at the redemption price in effect for the preced- ing twelve months less the Reduction Percentage, but in no event less than 100%, plus accrued interest to the redemption date. If this Note is a Discount Note, the redemption prices provided herein shall be percentages of Amortized Face Amount. Initial Redemption Date: Initial Redemption Price: % Reduction Percentage: % 7. Mandatory Redemption. This Note is not subject to any mandatory redemption or sinking fund unless the face hereof indicates that this Note is an Amortizing Note. If this Note is an Amortizing Note, then the Company shall redeem on the redemption dates stated below the principal amounts of this Note stated below at the applicable redemption price. Redemption Price Principal Amount to (percentage of Redemption Date be Redeemed principal amount) 8. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of Securities to be redeemed at his registered address. 9. Repayment at Option of Holder. If so indicated on the face of this Note, the Holder hereof may require the Company to repay this Note on the Optional Repayment Dates and at the Optional Repayment Prices set forth herein, plus accrued interest to the repayment date. -11- Optional Repayment Date Optional Repayment Price Any repayment of this Note in part will be in incre- ments of the minimum denomination in which this Note may be issued; provided that any remaining principal amount of such Note will be an authorized denomination of such Note. For this Note to be repaid at the option of the holder hereof, the Paying Agent must receive at the Corporate Trust Office (or such other address of which the Company shall from time to time notify the Holders) not more than 60 nor less than 30 days prior to the date of repayment this Note with the form entitled "Option to Elect Repayment" below duly completed. Exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the holder hereof upon the can- cellation hereof. 10. Discount Notes. If this Note is a Discount Note, the amount payable in the event of redemption, repayment or acceleration prior to the Stated Maturity hereof shall be the Amortized Face Amount of this Note as of the redemption date or the date of repay- ment, as the case may be. The "Amortized Face Amount" of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the differ- ence between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of which the Amortized Face Amount is calculated, but in no event shall the Amortized Face Amount of this Note exceed its principal amount. -12- 11. Denominations, Transfer, Exchange. This Note is issued in registered form without cou- pons in denominations of $1,000 and integral multiples of $1,000; provided that if this Note is denominated in a Speci- fied Currency other than U.S. dollars then unless otherwise specified on the face hereof it is issuable only in denomina- tions of the equivalent of U.S. $100,000 (rounded to an inte- gral multiple of 1,000 units of such Specified Currency), or any amount in excess thereof which is an integral multiple of 1,000 units of such Specified Currency, as determined by refer- ence to the Market Exchange Rate on the Business Day immedi- ately preceding the Original Issue Date of this Note. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Transfer Agent 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 the Indenture. The Transfer Agent need not exchange or register the transfer of any Security or por- tion of a Security selected for redemption. Also, it need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed. 12. Extension of Maturity. If so indicated on the face of this Note, the Company has the option to extend the Original Maturity Date hereof for one or more periods of one or more whole years (each an "Exten- sion Period") up to but not beyond the Final Maturity Date specified on the face hereof and in connection therewith to establish a new interest rate and new redemption provisions for the Extension Period. The Company may exercise such option by notifying the Paying Agent of such exercise at least 45 but not more than 60 days prior to the Original Maturity Date or, if the maturity hereof has already been extended, prior to the maturity date then in effect (an "Extended Maturity Date"), such notice to be accompanied by the form of the Extension Notice referred to below. No later than 38 days prior to the Original Maturity Date or an Extended Maturity Date, as the case may be (each, a "Maturity Date"), the Paying Agent will mail to the holder hereof a notice (the "Extension Notice") relating to such Extension Period, first class mail postage prepaid, setting forth (a) the election of the Company to extend the maturity of this Note, (b) the new Extended Maturity Date; (c) the interest -13- rate applicable to the Extension Period; and (d) the provi- sions, if any, for redemption during the Extension Period, including the date or dates on which, the period or periods during which and the price or prices at which such redemption may occur during the Extension Period. Upon the mailing by the Paying Agent of an Extension Notice to the holder of this Note, the maturity hereof shall be extended automatically, and, except as modified by the Extension Notice and as described in the next paragraph, this Note will have the same terms it had prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later than 10:00 a.m., New York City time, on the twentieth calendar day prior to the Maturity Date in effect immediately preceding the mail- ing of the applicable Extension Notice (or if such day is not a Business Day, not later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), the Company may, at its option, revoke the interest rate provided for in such Extension Notice and establish a higher interest rate for the Extension Period by causing the Paying Agent to send notice of such higher interest rate to the holder of this Note by first class mail, postage prepaid, or by such other means as shall be agreed between the Company and the Paying Agent. Such notice shall be irrevocable. All Notes with respect to which the Maturity Date is extended in accordance with an Extension Notice will bear such higher interest rate for the Extension Period, whether or not tendered for repayment. If the Company elects to extend the maturity hereof, the holder of this Note will have the option to require the Company to repay this Note on the Maturity Date in effect imme- diately preceding the mailing of the applicable Extension Notice at a price equal to the principal amount hereof plus any accrued and unpaid interest to such date. In order for this Note to be so repaid on such Maturity Date, the holder hereof must follow the procedures set forth above for optional repay- ment, except that the period for delivery of this Note or noti- fication to the Paying Agent shall be at least 25 but not more than 35 days prior to the Maturity Date in effect immediately preceding the mailing of the applicable Extension Notice and except that if the holder hereof has tendered this Note for repayment pursuant to this paragraph he may, by written notice to the Paying Agent, revoke any such tender for repayment until 3:00 p.m. New York City time, on the twentieth calendar day prior to the Maturity Date then in effect (or, if such day is not a Business Day, until 3:00 p.m., New York City time, on the immediately succeeding Business Day). -14- 13. Persons Deemed Owners. The registered holder of a Security may be treated as its owner for all purposes. 14. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment. Subject to certain exceptions, a default on a series may be waived with the consent of the hold- ers of a majority in principal amount of the series. Without the consent of any Securityholder, the Indenture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityhold- ers; or to make any change that does not materially adversely affect the rights of any Securityholder. 15. Successors. When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations. 16. Defeasance Prior to Redemption or Maturity. Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 17. Defaults and Remedies. An Event of Default includes: default for 30 days in payment of interest on the Securities; default in payment of principal on the Securities; default by the Company for a spec- ified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bankruptcy or insolvency; and any other Event of -15- Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal of all the Securities to be due and payable immediately. Securityholders 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 Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any con- tinuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance cer- tificate to the Trustee. 18. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. 19. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obli- gations 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 Securityholder by accept- ing a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 20. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 21. Abbreviations. Customary abbreviations may be used in the name of a Securityholder 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 -16- common), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors Act). The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture and the Bond Resolution. Requests may be made to: Secretary, Gen- eral Signal Corporation, High Ridge Park, Box 10010, Stamford, CT 06904. -17- OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company to repay $_____ principal amount of the within Note, pursuant to its terms, on the "Optional Repayment Date" first occurring after the date of receipt of the within Note as specified below, together with interest thereon accrued to the date of repayment, to the undersigned at: _________________________________________________________________ _________________________________________________________________ (Please Print or Type Name and Address of the Undersigned and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining prin- cipal amount of this Note. For this Option to Elect Repayment to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Company within the relevant time period set forth above at the office of the Paying Agent. Dated: ________________________________ Note: The signature to this Option to Elect Repayment must correspond with the name as writ- ten upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever. -18- _____________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfers) unto Please Insert Social Security or Other Identifying Number of Assignee ________________________________________ _________________________________________________________________ _________________________________________________________________ Please Print or Type Name and Address Including Zip Code of Assignee ________________________________________________________________ the within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________________________________________________________ attorney to transfer such Note on the books of the Company with full power of substitution in the premises. Dated: __________________ _______________________________ Signature _______________________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the Note in every par- ticular, without alteration or enlargement or any change whatsoever. -3- Exhibit 3 Series A Securities Supplemental Terms In addition to the terms set forth in Exhibits 1 and 2 to Bond Resolution No. 1, the Series A Securities shall have the following terms: Section 1. Definitions. Capitalized terms used and not defined herein shall have the meaning given such terms in the Indenture. The following are additional definitions appli- cable to the Series A Securities: "Depositary" means, with respect to the Series A Securities issued as one or more global Securities, The Depository Trust Company, New York, New York, or any successor thereto registered under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation. Section 2. Securities Issuable as Global Securities. (a) The Series A Securities may be issued in the form of one or more permanent global Securities. Each global Security shall bear a legend substantially to the following effect: "Unless this certificate is presented by an autho- rized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange or pay- ment, 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 to such other entity as is requested by an authorized representa- tive 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." (b) If at any time (i) the Depositary with respect to any Series A Security notifies the Company that it is unwilling or unable to continue as Depositary for such global Securities or (ii) the Depositary for any global Series A Secu- rity shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other -4- applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such global Securities. If a successor Depositary for such global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Transfer Agent shall register the exchange of such global Securities for an equal principal amount of Registered Securi- ties in the manner provided in Section 2.07 of the Indenture. (c) The Transfer Agent shall register the transfer or exchange of a global Security for Registered Securities pur- suant to Section 2.07 of the Indenture if (i) a Default or Event of Default shall have occurred and be continuing with respect to the Series A Securities or (ii) the Company deter- mines that the Series A Securities shall no longer be repre- sented by global Securities. (d) In any exchange provided for in the preceding paragraphs (b) or (c), the Company will execute and the Regis- trar will authenticate and deliver Registered Securities. Reg- istered Securities issued in exchange for a global Security shall be in such names and denominations as the Depositary for such global Security shall instruct the Registrar. The Regis- trar shall deliver such Registered Securities to the persons in whose names such Securities are so registered. EX-4.4 6 BOND RESOLUTION GENERAL SIGNAL CORPORATION Bond Resolution No. 1 Medium-Term Subordinated Notes, Series A The actions described below are taken by the under- signed officers of General Signal Corporation ("Company") pur- suant to Board resolutions adopted as of February 3, 1994 and Section 2.01 of the Indenture dated as of April 15, 1996 ("Indenture"), between the Company and The Chase Manhattan Bank, N.A., trustee. Terms used herein and not defined have the same meanings as in the Indenture. RESOLVED, that a new series of Securities is autho- rized as follows: 1. The title of the series is "Medium-Term Subordi- nated Notes, Series A" ("Series A"). 2. The Series A Securities may be substantially in the form of Exhibit 1 hereto if issued with a variable or floating interest rate and Exhibit 2 hereof if issued with a fixed interest rate, together, in each case with such inser- tions, additions and deletions as are appropriate to reflect the terms of a particular Security of Series A. 3. Each Series A Security may have such terms as are set forth in Exhibits 1 and 2 hereto as are applicable to such security and shall have such other terms as are set forth -2- in the instrument evidencing such Series A Security. Different Securities of Series A may have different terms. 4. The Series A Securities that are to be issued as global Securities shall have the additional terms set forth in Exhibit 3 hereto. 5. The Series A Securities shall have such terms and shall be sold on terms determined from time to time by any two of the Chief Executive Officer, President, Chief Financial Officer or Treasurer of the Company or by any one of such officers and by any one of the Secretary, any Assistant Secre- tary or any Assistant Treasurer of the Company. The signature of such officers on a Security of Series A shall constitute such approval. This bond resolution shall be effective as of April 30, 1996. Dated: April 30, 1996 /s/ Terence D. Martin ----------------------------- Terence D. Martin Executive Vice President and Chief Financial Officer /s/ Julian B. Twombly ----------------------------- Julian B. Twombly Vice President and Treasurer Exhibit 1 Form of Floating Rate Note [Unless this certificate is presented by an authorized rep- resentative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of trans- fer or exchange or for payment, then this certificate shall be regis- tered in the name of Cede & Co. (or such other name as may be requested by an authorized representative of The Depository Trust Company), and ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a whole by The Depository Trust Company to a nominee thereof or by a nominee thereof to The Depository Trust Com- pany or another nominee of The Depository Trust Company or by The Depository Trust Company or any nominee to a successor depository or nominee of such successor depository.]1 NO. _______ Principal Amount__________ CUSIP__________ GENERAL SIGNAL CORPORATION MEDIUM-TERM SUBORDINATED NOTE, SERIES A (FLOATING RATE) General Signal Corporation promises to pay to or registered assigns the principal sum of in the Specified Currency on the Maturity specified below. Original Issue Date: Initial Interest Rate: Maturity: Interest Payment Dates: Specified Currency: Record Dates: __ __ __ Base Rate: /_/ CD Rate /_/ Commercial Paper Rate /_/ Federal Funds Rate __ __ __ __ / / LIBOR / / Prime Rate /_/ Treasury Rate / / Other __ / / CMT Rate (see paragraph 3) Interest Reset Period: Index Maturity: Spread Multiplier: Spread: _________________________ 1 Include only if this Note is a global security. -2- Maximum Interest Rate: % Minimum Interest Rate: % __ __ Optional Redemption: /_/ No / / Yes (see paragraph 6) __ __ Optional Repayment: /_/ No / / Yes (see paragraph 8) __ __ Discount Note: /_/ Yes / / No Total Amount of OID: Yield to Maturity: Initial Accrual Period OID: Other Provisions: Specify here any additional or different provisions applicable to this Note, which may include any of the following: 1. provisions for indexing of principal or interest payments 2. provisions for resets of spreads or spread multipliers 3. provisions for extension of maturity 4. changes to any provision of this form of Note not appli- cable to a particular Note Dated: GENERAL SIGNAL CORPORATION __________________________ Authenticated: THE CHASE MANHATTAN BANK, N.A. Registrar By __________________________ Authorized Signature -3- General Signal Corporation Medium-Term Subordinated Note, Series A Further Provisions 1. Medium-Term Subordinated Notes, Series A [This Note is one of a series of duly authorized debt securities of General Signal Corporation, a New York Corpora- tion, (the "Company"), designated as its "Medium-Term Subordi- nated Notes, Series A" (the "Securities") limited to an aggre- gate initial offering price or purchase price of $300,000,000 or the equivalent thereof in one or more foreign or currency units. The Company issued the Securities under an Indenture dated as of April 15, 1996 ("Indenture") between the Company and The Chase Manhattan Bank, N.A. ("Trustee"). The terms of the Securities include those stated in the Indenture and in the Bond Resolution creating the Securities and those made part of the Indenture by the Trust Indenture Act of 1939, as amended (15 U.S. Code {{ 77aaa-77bbbb). Securityholders are referred to the Indenture, the Bond Resolution and the Act for a statement of such terms.] 2. Interest General. The Company promises to pay interest on the principal amount of this Note at a floating rate per annum cal- culated as herein provided. Interest on this Note will accrue at the Initial Interest Rate from the Original Issue Date to the first Inter- est Reset Date following the Original Issue Date and shall bear interest thereafter for each Interest Reset Period by reference to the Base Rate specified on the face hereof, plus or minus the Spread, if any, and multiplied by the Spread Multiplier, if any, specified on the face hereof. If the interest rate so calculated for any Interest Reset Period (i) would be less than the Minimum Interest Rate, if any, specified on the face hereof, then this Note shall bear interest at the Minimum Interest Rate for such Interest Reset Period, (ii) would be greater than the Maximum Interest Rate, if any, specified on the face hereof, then this Note shall bear interest for such Interest Reset Period at the Maximum Interest Rate. The Mini- mum Interest Rate and Maximum Interest Rate if set forth on the -4- face hereof are expressed as rates per annum on a simple inter- est basis. The interest rate on this Note will in no event be higher than the maximum rate permitted by applicable law, as the same may be modified by United States law of general application. Interest Reset Period. The interest rate hereon will be reset daily, weekly, monthly, quarterly, semiannually or annually (such period being the "Interest Reset Period" speci- fied on the face hereof, and the first day of each Interest Reset Period being an "Interest Reset Date"). Unless otherwise specified on the face hereof, the Interest Reset Dates will be, if this Note resets daily, each Business Day; if this Note (unless the Base Rate for this Note is the Treasury Rate (a "Treasury Rate Note")) resets weekly, Wednesday of each week; if this Note is a Treasury Rate Note that resets weekly, Tues- day of each week (except as provided in paragraph 3 below under "Treasury Rate"); if this Note resets monthly, the third Wednesday of each month; if this Note resets quarterly, the third Wednesday of March, June, September and December of each year; if this Note resets semiannually, the third Wednesday of the two months of each year specified on the face hereof; and if this Note resets annually, the third Wednesday of the month of each year specified on the face hereof. If any Interest Reset Date would otherwise be a day that is not a Business Day, such Interest Reset Date shall be postponed to the next suc- ceeding Business Day, except that if the Base Rate specified on the face hereof is LIBOR and such Business Day is in the next succeeding calendar month, such Interest Reset Date shall be the immediately preceding Business Day. "Business Day" means any day, other than a Saturday or Sunday, that is (i) not a day on which banking institutions are authorized or required by law, regulation or executive order to be closed in (a) The City of New York or (b) if the Specified Currency for this Note is other than United States dollars, the principal financial center of the country issuing such Specified Currency (which, in the case of European Currency Units ("ECUs"), shall be Brussels, Belgium) and (ii) if such Note is a LIBOR Note (as defined below), also a London Banking Day. "London Banking Day" Note means any day on which dealings in deposits in U.S. Dollars are transacted in the Lon- don interbank market. Calculation of Interest. Unless otherwise specified on the face hereof, the interest payable hereon on each -5- Interest Payment Date shall be the accrued interest from and including the Original Issue Date or the last date to which interest has been paid, as the case may be, to but excluding such Interest Payment Date, Maturity, or date of redemption or repayment, as the case may be, provided, however, that if the interest rate is reset daily or weekly, the interest payable hereon shall be the accrued interest from and including the Original Issue Date or from but excluding the last date to which interest has been accrued and paid, as the case may be, through and including the Record Date immediately preceding such Interest Payment Date, except that, at Maturity, or date of redemption or repayment, the interest payable will include interest accrued to, but excluding, such date. Accrued inter- est shall be calculated by multiplying the principal amount (or Face Amount if the face of this Note specifies that it is an Indexed Note) hereof by an accrued interest factor. Such accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which accrued interest is being calculated. The interest factor (expressed as a decimal) for each such day is computed by dividing the interest rate in effect on such day by 360 if the Base Rate specified on the face hereof is the Commercial Paper Rate, the Prime Rate, the Federal Funds Rate, the CD Rate or LIBOR, or by the actual number of days in the year, if the Base Rate speci- fied on the face hereof is the Treasury Rate or CMT Rate. For purposes of making the foregoing calculation, the interest rate in effect on any Interest Reset Date will be the applicable rate as reset on such date. Unless otherwise specified on the face hereof, all percentages resulting from any calculation of the rate of interest hereof will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward, and all currency amounts used in or resulting from such calculation will be rounded to the nearest one-hundredth of a unit (with .005 of a unit being rounded upward). Interest Payment Dates. Unless otherwise specified on the face hereof, interest will be payable, if this Note resets daily, weekly or monthly, on the third Wednesday of each month or on the third Wednesday of March, June, September and December of each year, as specified on the face hereof; if this Note resets quarterly, on the third Wednesday of March, June, September and December of each year; if this Note resets semi- annually, on the third Wednesday of the two months of each year specified on the face hereof; and if this Note resets annually, on the third Wednesday of the month of each year specified on the face hereof (each such day being an "Interest Payment -6- Date") and in each case at Maturity or earlier redemption or repayment. If an Interest Payment Date (other than at Maturity or earlier redemption or repayment) would otherwise fall on a day that is not a Business Day, such Interest Payment Date shall be postponed to the next succeeding Business Day, except that if the Base Rate specified on the face hereof is LIBOR and such Business Day is in the next succeeding calendar month, such Interest Payment Date shall be the immediately preceding Business Day. If the Maturity or date of redemption or repay- ment would otherwise fall on a day that is not a Business Day, the required payment of principal, premium, if any, and/or interest will be made on the next succeeding Business Day as if made on the date such payment was due, and no interest shall accrue on such payment for the period from and after the Matur- ity to the date of such payment on the next succeeding Business Day. Calculation Agent. Unless otherwise specified on the face hereof, the Company has appointed Chemical Bank to calcu- late the interest rates on this Note (the "Calculation Agent"). At the request of the Holder, the Calculation Agent will pro- vide the interest rate then in effect and, if determined, the interest rate that will become effective on the next Interest Reset Date. All determinations of interest rates by the Calcu- lation Agent shall, in the absence of manifest error, be con- clusive for all purposes and binding on the Holder hereof. Unless otherwise specified on the face hereof, the "Calculation Date," if applicable, pertaining to any Interest Reset Date will be the earlier of (i) the tenth calendar day after such Interest Reset Date, or, if such day is not a Business Day, the next succeeding Business Day or (ii) the Business Day immedi- ately preceding the applicable Interest Payment Date or the Maturity, as the case may be. 3. Definition of Base Rates Unless otherwise provided on the face of this Note, the Base Rate shall be calculated with reference to the Spread on Spread Multiplier, if any, and subject to the Minimum Inter- est Rate and Maximum Interest Rate, if any, specified on the face of this Note and in accordance with the applicable defini- tion below: "CD Rate" for each Interest Reset Period shall be the rate as of the second Business Day prior to the Interest Reset Date for such Interest Reset Period (a "CD Rate Determination Date") for negotiable certificates of deposit having the Index -7- Maturity specified on the face hereof as published in H.15(519) under the heading "CDs (Secondary Market)." In the event that such rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to such CD Rate Deter- mination Date, then the "CD Rate" for such Interest Reset Period will be the rate on such CD Rate Determination Date for negotiable certificates of deposit of the Index Maturity speci- fied on the face hereof as published in the Composite Quota- tions under the heading "Certificates of Deposit." If by 3:00 p.m., New York City time, on such Calculation Date such rate is not yet published in either H.15(519) or Composite Quotations, then the "CD Rate" for such Interest Reset Period will be cal- culated by the Calculation Agent and will be the arithmetic mean of the secondary market offered rates as of 10:00 a.m., New York City time, on such CD Rate Determination Date of three leading nonbank dealers in negotiable U.S. dollar certificates of deposit in The City of New York selected by the Calculation Agent for negotiable certificates of deposit of major United States money center banks (in the market for negotiable certif- icates of deposit) with a remaining maturity closest to the Index Maturity on the face hereof in a denomination of $5,000,000, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the CD Rate for such Interest Reset Period will be the same as the CD Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the Initial Interest Rate). "H.15 (519)" means the publication entitled "Statis- tical Release H.15 (519), 'Selected Interest Rates,'" or any successor publication, published by the Board of Governors of the Federal Reserve System. "Composite Quotations" means the daily statistical release entitled "Composite 3:30 p.m. Quota- tions for U.S. Government Securities" published by the Federal Reserve Bank of New York. "Commercial Paper Rate" for each Interest Reset Period will be determined by the Calculation Agent as of the second Business Day prior to the Interest Reset Date for such Interest Reset Period (a "Commercial Paper Rate Determination Date") and shall be the Money Market Yield (as defined below) on such Commercial Paper Rate Determination Date of the rate for commercial paper having the Index Maturity specified on the face hereof, as such rate shall be published in H.15(519) under the heading "Commercial Paper." In the event that such rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date pertaining to such Commercial Paper Rate -8- Determination Date, then the Commercial Paper Rate for such Interest Reset Period shall be the Money Market Yield on such Commercial Paper Rate Determination Date of the rate for com- mercial paper of the Index Maturity specified on the face hereof as published in Composite Quotations under the heading "Commercial Paper." If by 3:00 p.m., New York City time, on such Calculation Date such rate is not yet published in either H.15(519) or Composite Quotations, then the Commercial Paper Rate for such Interest Reset Period shall be the Money Market Yield of the arithmetic mean of the offered rates as of 11:00 a.m., New York City time, on such Commercial Paper Rate Deter- mination Date of three leading dealers of commercial paper in The City of New York selected by the Calculation Agent for com- mercial paper of the Index Maturity specified on the face hereof placed for an industrial issuer whose bonds are rated "AA" or the equivalent by a nationally recognized rating agency, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting offered rates as mentioned in this sentence, the Commercial Paper Rate for such Interest Reset Period will be the same as the Commer- cial Paper Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the Initial Interest Rate). "Money Market Yield" shall be the yield calculated in accordance with the following formula: Money Market Yield = D x 360 x 100 360 - (D x M) where "D" refers to the applicable per annum rate for commer- cial paper quoted on a bank discount basis and expressed as a decimal, and "M" refers to the actual number of days in the period for which interest is being calculated. "Federal Funds Rate" for each Interest Reset Period shall be the effective rate on the second Business Day prior to the Interest Reset Date for such Interest Reset Period (a "Fed- eral Funds Rate Determination Date") for federal funds as pub- lished in H.15(519) under the heading "Federal Funds (Effec- tive)." In the event that such rate is not published prior to 3:00 p.m., New York City time, on the Calculation Date pertain- ing to such Federal Funds Rate Determination Date, the Federal Funds Rate for such Interest Reset Period shall be the rate on such Federal Funds Rate Determination Date as published in Com- posite Quotations under the heading "Federal Funds/Effective Rate." If by 3:00 p.m., New York City time, on such -9- Calculation Date, such rate is not yet published in either H.15(519) or Composite Quotations, then the Federal Funds Rate for such Interest Reset Period shall be calculated by the Cal- culation Agent and will be the arithmetic mean of the rates for the last transaction in overnight United States dollar federal funds arranged by three leading brokers of federal funds trans- actions in The City of New York (which may include the Calcula- tion Agent) selected by the Calculation Agent prior to 9:00 a.m., New York City time, on such Federal Funds Rate Determination Date; provided, however, that if the brokers so selected by the Calculation Agent are not quoting as mentioned in this sentence, the Federal Funds Rate as of such Federal Funds Rate Determination Date will be the Federal Funds Rate in effect on such Federal Funds Rate Determination Date. "LIBOR" means the determination by the Calculation Agent in accordance with the following provisions: (i) With respect to a LIBOR Interest Determination Date (as defined below), either, as specified on the face hereof: (a) the arithmetic mean of the offered rates for deposits in U.S. dollars for the period of the Index Maturity specified on the face hereof commencing on the second London Banking Day immediately following such LIBOR Interest Determination Date, which appears on the Reuters Screen LIBO Page as of 11:00 a.m., London time, on the LIBOR Interest Determination Date, if at least two such offered rates appear on the Reuters Screen LIBO Page ("LIBOR Reuters"), or (b) the rate for deposits in U.S. dollars having the Index Maturity designated on the face hereof, commencing on the second London Banking Day imme- diately following that LIBOR Interest Determination Date, that appears on the Telerate Page 3750 as of 11:00 a.m., London time, on that LIBOR Interest Determination Date ("LIBOR Telerate"). Unless otherwise indicated on the face hereof, "Reuters Screen LIBO Page" means the display designated as Page "LIBO" on the Reuters Monitor Money Rate Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates of major banks). "Telerate Page 3750" means the display designated as page "3750" on the Telerate Service (or such other page as may replace the 3750 page on that service or such other service or ser- vices as may be nominated by the British Bankers' Associa- tion (the "Association") for the purpose of displaying London interbank offered rates for U.S. dollar deposits). If neither LIBOR Reuters nor LIBOR Telerate is specified -10- in the applicable Pricing Supplement, LIBOR will be deter- mined as if LIBOR Telerate has been specified. In the case where (a) above applies, if fewer than two offered rates appear on the Reuters Screen LIBO Page, or, in the case where (b) above applies if no rate appears on the Telerate Page 3750, as applicable, LIBOR in respect of that LIBOR Interest Determination Date will be determined as if the parties had specified the rate described in (ii) below. (ii) With respect to a LIBOR Interest Determination Date on which this provision applies, LIBOR will be deter- mined on the basis of the rates at which deposits in U.S. dollars having the Index Maturity designated on the face hereof are offered at approximately 11:00 a.m., London time, on such LIBOR Interest Determination Date by four major banks ("Reference Banks") in the London interbank market selected by the Calculation Agent to prime banks in the London interbank market commencing on the second London Banking Day immediately following such LIBOR Interest Determination Date and in a principal amount of not less than U.S. $1,000,000 that is representative for a single transaction in such market at such time. The Calculation Agent will request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are provided, LIBOR for such LIBOR Interest Determination Date will be the arith- metic mean of such quotations. If fewer than two quota- tions are provided, LIBOR for such LIBOR Interest Deter- mination Date will be the arithmetic mean of the rates quoted at approximately 11:00 a.m., New York City time, on such LIBOR Interest Determination Date by three major banks (which may include the Calculation Agent) in The City of New York selected by the Calculation Agent for loans in U.S. dollars to leading European banks having the specified Index Maturity designated on the face hereof commencing on the second London Banking Day immediately following such LIBOR Interest Determination Date and in a principal amount equal to an amount of not less that U.S. $1,000,000 that is representative for a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting as men- tioned in this sentence, LIBOR will be LIBOR then in effect on such LIBOR Interest Determination Date. -11- Unless otherwise indicated on the face hereof, the "LIBOR Interest Determination Date" pertaining to an Interest Reset Date will be the second London Banking Day preceding such Interest Reset Date. "Prime Rate" means, with respect to any Prime Inter- est Determination Date (as defined below), the rate set forth on such date in H.15(519) under the heading "Bank Prime Loan." In the event that such rate is not published prior to 9:00 a.m., New York City time, on the Calculation Date pertaining to such Prime Interest Determination Date, then the Prime Rate will be determined by the Calculation Agent and will be the arithmetic mean of the rates of interest publicly announced by each bank that appears on the Reuters Screen USPRIME1 Page (as defined herein) as such bank's prime rate or base lending rate as in effect for that Prime Interest Determination Date. If fewer than four such rates appear on the Reuters Screen USPRIME1 Page for the Prime Interest Determination Date, the Prime Rate will be determined by the Calculation Agent and will be the arithmetic mean of the prime rates quoted on the basis of the actual number of days in the year divided by a 360-day year as of the close of business on such Prime Interest Determination Date by at least two of three major money center banks in The City of New York selected by the Calculation Agent. If fewer than two such rates are quoted as aforesaid, the Prime Rate will be determined by the Calculation Agent on the basis of the rates furnished in The City of New York by one or two, as the case may be, substitute banks or trust companies organized and doing business under the laws of the United States, or any State thereof, having total equity capital of at least U.S. $500,000,000 and being subject to supervision or examina- tion by federal or state authority, selected by the Calculation Agent to provide such rate or rates; provided, however, that if the banks selected as aforesaid are not quoting as set forth above, the Prime Rate will remain the Prime Rate then in effect on such Prime Interest Determination Date. "Reuters Screen USPRIME1 Page" means the display designated as page "USPRIME1" on the Reuters Monitor Money Rates Services (or such other page as may replace the USPRIME1 page on that service for the purpose of dis- playing the prime rate or base lending rate of major United States banks). Unless otherwise indicated on the face hereof, the "Prime Interest Determination Date" pertaining to an Interest Reset Date shall be the second Business Day preceding such Interest Reset Date. -12- "Treasury Rate" for each Interest Reset Period will be the rate for the auction held on the Treasury Rate Determi- nation Date (as defined below) for such Interest Reset Period of direct obligations of the United States ("Treasury bills") having the Index Maturity specified on the face hereof, as pub- lished in H.15(519) under the heading "U.S. Government Securities-Treasury bills-auction average (investment)" or, if not so published by 3:00 p.m., New York City time, on the Cal- culation Date pertaining to such Treasury Rate Determination Date, the auction average rate (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) on such Treasury Rate Determination Date as otherwise announced by the United States Department of the Treasury. In the event that the results of the auction of Treasury bills having the Index Maturity specified on the face hereof are not published or reported as provided above by 3:00 p.m., New York City time, on such Calculation Date, or if no such auction is held on such Treasury Rate Determination Date, then the "Treasury Rate" for such Interest Reset Period shall be calculated by the Calculation Agent and shall be a yield to maturity (expressed as a bond equivalent on the basis of a year of 365 or 366 days, as applicable, and applied on a daily basis) of the arithmetic mean of the secondary market bid rates as of approximately 3:30 p.m., New York City time, on such Treasury Rate Determination Date, of three leading primary United States government securities dealers selected by the Calculation Agent for the issue of Treasury bills with a remaining maturity closest to the Index Maturity specified on the face hereof, provided, however, that if the dealers selected as aforesaid by the Calculation Agent are not quoting bid rates as mentioned in this sentence, then the Treasury Rate for such Interest Reset Period will be the same as the Treasury Rate for the immediately preceding Interest Reset Period (or, if there was no such Interest Reset Period, the Initial Inter- est Rate). The "Treasury Rate Determination Date" for each Interest Reset Period will be the day of the week in which the Interest Reset Date for such Interest Reset Period falls on which Treasury bills would normally be auctioned. Treasury bills are normally sold at auction on Monday of each week, unless that day is a legal holiday, in which case the auction is normally held on the following Tuesday, except that such auction may be held on the preceding Friday. If, as the result of a legal holiday, an auction is so held on the preceding Fri- day, such Friday will be the Treasury Rate Determination Date pertaining to the Interest Reset Period commencing in the next -13- succeeding week. If an auction date shall fall on any day that would otherwise be an Interest Reset Date for a Treasury Rate Note, then such Interest Reset Date shall instead be the Busi- ness Day immediately following such auction date. "CMT Rate" means, with respect to any Interest Deter- mination Date, the rate displayed on the Designated CMT Telerate Page (as defined below) under the caption ". . . Treasury Constant Maturities . . . Federal Reserve Board Release H.15 . . . Mondays Approximately 3:45 P.M.," under the column for the Index Maturity (as defined below) for (i) if the Designated CMT Telerate Page is 7055, the rate on such Interest Determination Date and (ii) if the Designated CMT Telerate Page is 7052, the week, or the month, as applicable, ended immediately preceding the week in which the applicable Interest Determination Date occurs. If such rate is no longer displayed on the relevant page, or if not displayed by 3:00 P.M., New York City time, on the Calculation Date pertaining to such Interest Determination Date, then the CMT Rate for such Interest Determination Date will be such treasury constant maturity rate for the Index Maturity (or other United States Treasury for the Index Maturity) for the Interest Determination Date with respect to such Interest Reset Date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Designated CMT Telerate Page and published in the relevant H.15(519). If such information is not provided by 3:00 P.M., New York City time, on the Calcula- tion Date pertaining to such Interest Determination, then the CMT Rate for the Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market closing offer side prices as of approximately 3:30 P.M., New York City time, on the Interest Determination Date reported, according to their written records, by three leading primary United States govern- ment securities dealers (each, a "Reference Dealer") in The City of New York selected by the Calculation Agent (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equal- ity, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct noncallable fixed rate obligations of the United States ("Treasury Notes") with an original maturity of approxi- mately the Index Maturity and a remaining term to maturity of not less than such Index Maturity minus one year. If the Cal- culation Agent cannot obtain three such Treasury note -14- quotations, the CMT Rate for such Interest Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary mar- ket offer side prices as of approximately 3:30 P.M., New York City time, on the Interest Determination Date of three Refer- ence Dealers in The City of New York (from five such Reference Dealers selected by the Calculation Agent and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equal- ity, one of the lowest)), for Treasury Notes with an original maturity of the number of years that is the next highest to the Index Maturity and a remaining term to maturity closest to the Index Maturity and in an amount of at least $100,000,000. If three or four (and not five) of such Reference Dealers are quoting as described above, then the CMT Rate will be based on the arithmetic mean of the offer prices obtained and neither the highest nor the lowest of such quotes will be eliminated; provided however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as described herein, the CMT Rate will be the CMT Rate in effect on such Interest Determination Date. If two Treasury Notes with an original maturity as described in the third preceding sentence, have remaining terms to maturity equally close to the Maturity Index, the quotes for the Treasury Rate Note with the shorter remaining term to maturity will be used. "Designated CMT Telerate Page" means the display on the Dow Jones Telerate Service on the page specified on the face of this Note (or any other page as may replace such page on that service for the purpose of displaying Treasury Constant Maturities as published in H.15(519)), for the purpose of dis- playing Treasury Constant Maturities as published in H.15(519). If no such page is specified on the face of this Note, the Des- ignated CMT Telerate Page shall be 7052, for the most recent week. 4. Method of Payment. The Company will pay interest on the Securities to the persons who are registered holders of Securities at the close of business on the Record Rate for the next Interest Pay- ment Date, except as otherwise provided in the Indenture. Holders must surrender Securities to a Paying Agent to collect principal payments. If the Holder hereof is the Holder of U.S. $10,000,000 (or the equivalent thereof in a currency other than U.S. dollars determined as provided on the reverse hereof) or more in aggregate principal amount of Notes of like tenor and -15- term, such U.S. dollar interest payments will be made by wire transfer of immediately available funds, but only if appropri- ate wire transfer instructions have been received in writing by the Paying Agent not less than fifteen calendar days prior to the applicable Interest Payment Date. Unless the Specified Currency of this Note is other than U.S. dollars, the Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of pub- lic and private debts. The Company may pay principal and interest by check payable in such money. It may mail an inter- est check to a holder's registered address. 5. Foreign Currency Notes. General. If the Specified Currency of this Note is other than U.S. Dollars (a "Foreign Currency Note"), the Com- pany shall make payments of principal of and premium, if any, and interest on Foreign Currency Notes in the applicable Speci- fied Currency (or, if such Specified Currency is not at the time of such payment legal tender for the payment of public and private debts, in such other coin or currency of the country which issued such Specified Currency as at the time of such payment is legal tender for the payment of such debts). Sub- ject to any election made by the Holder of this Note pursuant to the next paragraph and unless otherwise specified on the face of this Note, all payments by the Company on this Note will be converted into U.S. Dollars by the Exchange Rate Agent for payment to the Holder based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settle- ment on such payment date in the aggregate amount of the Speci- fied Currency payable to all Holders of Foreign Currency Notes scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All cur- rency exchange costs will be deducted from such payments to the Holder. If three such bid quotations are not available, pay- ments will be made in the Specified Currency. Election to Receive Payments in Specified Currency. Unless otherwise specified in this Note, the Holder of this Note may elect to receive payment of the principal of and pre- mium, if any, and interest hereon in the Specified Currency by -16- submitting a written request for such payment to the Trustee at its corporate trust office in The City of New York on or prior to the applicable Record Date or at least fifteen calendar days prior to Maturity, as the case may be. Such written request shall include appropriate and complete wire transfer instruc- tions for an account at a bank outside the United States to which payments made in such Specified Currency to such Holder will be made. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least fifteen calendar days prior to Maturity, as the case may be. Payment Currency. If this Note is a Foreign Currency Note and the Specified Currency is not available for the pay- ment of principal or any premium or interest with respect to this Note due to the imposition of exchange controls or other circumstances beyond the control of the Company (other than in the case where the Specified Currency is a currency of a Euro- pean Community ("EC") member state and such currency is replaced by the ECU, the Company may make such payment in U.S. dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment, or if such Market Exchange Rate is not then available, on the basis of the most recently available Market Exchange Rate. Any payment made under such circumstances in U.S. dollars where the required payment is in other than US dollars will not constitute an Event of Default under the Indenture. If payments of principal, premium or interest on this Note are required to be made in any currency unit (other than the ECU), and such currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, then the Company shall make such pay- ments in United States dollars until such currency unit is again available. The amount of each payment in United States dollars shall be computed on the basis of the Market Exchange Rate on the second Business Day prior to such payment, or if such Market Exchange Rate is not then available, on the basis of the equivalent of the currency unit in United States dol- lars, which shall be determined by the Company or its agent on the following basis. The component currencies of the currency unit for this purpose (the "Component Currencies" or, individu- ally, a "Component Currency") shall be the currency amounts that were components of the currency unit as of the last day on -17- which the currency unit was used. The equivalent of the cur- rency unit in United States dollars shall be calculated by aggregating the United States dollar equivalents of the Compo- nent Currencies. The United States dollar equivalent of each of the Component Currencies shall be determined by the Company or such agent on the basis of the most recently available Mar- ket Exchange Rate for each such Component Currency. If the official unit of any Component Currency is altered by way of combination or subdivision, the number of units of the currency as a Component Currency shall be divided or multiplied in the same proportion. If two or more Component Currencies are consolidated into a single currency, the amounts of those currencies as Component Currencies shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated Component Currencies expressed in such single currency. If any Component Currency is divided into two or more currencies, the amount of the original Compo- nent Currency shall be replaced by the amounts of such two or more currencies, the sum of which shall be equal to the amount of the original Component Currency. "Market Exchange Rate" means (A) with respect to a Specified Currency that is the currency of a country other than the United States, the noon U.S. dollar buying rate in The City of New York for cable transfers for such Specified Currency on the applicable date as determined by the Federal Reserve Bank of New York, (B) with respect to a Specified Currency that is the ECU, the exchange rate between the ECU and the U.S. dollar reported for the applicable date by the Council of the European Communities (the reports of which currently are based on the rates in effect at 2:30 p.m., Brussels time, on the exchange markets of the component currencies of the ECU) and (C) with respect to a Specified Currency that is a Composite Currency other than the ECU, the exchange rate specified in the appli- cable Pricing Supplement for the applicable date. ECU Notes. If this Note is denominated in ECU, the following provisions shall apply: If, in accordance with the Treaty on European Union (the "Treaty"), the ECU becomes a currency in its own right, all references to ECU in this Note shall be construed as refer- ences to such currency. If any change in the composition of the ECU is made in conformity with the Treaty and European Com- munity ("EC") law, references to ECU in this Note shall refer to the ECU as so changed. With respect to each due date for -18- the payment of principal of, or interest on, this Note on or after the first business day in London on which the ECU is used neither as the unit of account of the EC nor as the currency of the European Union, the Company shall choose a substitute cur- rency (the "Chosen Currency"), which may be any currency which was, on the last day on which the ECU was used as the unit of account of the EC, a component currency of the ECU or U.S. dol- lars, in which all payments due on or after that date with respect to the Notes and coupons shall be made. The amount of each payment in such Chosen Currency shall be computed on the basis of the equivalent of the ECU in that currency, determined as described below, as of the fourth business day in London prior to the date on which such payment is due. On the first business day in London on which the ECU is used neither as the unit of account of the EC nor as the currency of the European Union, the Company shall choose a Cho- sen Currency in which all payments with respect to Notes and coupons having a due date prior thereto but not yet presented for payment are to be made. Notice of the Chosen Currency so selected shall, where practicable, be published in the manner described in "Notices" below. The amount of each payment in such Chosen Currency shall be computed on the basis of the equivalent of the ECU in that currency, determined as described below, as of such first business day. The equivalent of the ECU in the relevant Chosen Cur- rency as of any date (the "Day of Valuation") shall be deter- mined by, or on behalf of, the Exchange Rate Agent on the fol- lowing basis. The amounts and components composing the ECU for this purpose (the "Components") shall be the amounts and compo- nents that composed the ECU as of the last date on which the ECU was used as the unit of account of the EC. The equivalent of the ECU in the Chosen Currency shall be calculated by, first, aggregating the U.S. dollar equivalents of the Compo- nents; and then, in the case of a Chosen Currency other than U.S. dollars, using the rate used for determining the U.S. dol- lar equivalent of the Components in the Chosen Currency as set forth below, calculating the equivalent in the Chosen Currency of such aggregate amount in U.S. dollars. The U.S. dollar equivalent of each of the Components shall be determined by, or on behalf of, the Exchange Rate Agent on the basis of the middle spot delivery quotations pre- vailing at 2:30 p.m. London time on the Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from one -19- or more major banks, as selected by the Company, in the country of issue of the Component Currency in question. If for any reason no direct quotations are available for a Component as of a Day of Valuation from any of the banks selected for this purpose, in computing the U.S. dollar equiva- lent of such Component, the Exchange Rate Agent shall (except as provided below) use the most recent direct quotations for such Component obtained by it or on its behalf, provided that such quotations were prevailing in the country of issue not more than two Business Days before such Day of Valuation. If such most recent quotations were so prevailing more than two Business Days in the country of issue before such Day of Valua- tion, the Exchange Rate Agent shall determine the U.S. dollar equivalent of such Component on the basis of cross rates derived from the middle spot delivery quotations for such Com- ponent Currency and for the U.S. dollar prevailing at 2:30 p.m. London time on such Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from one or more major banks, as selected by the Company, in a country other than the country of issue of such Component Currency. Notwithstanding the foregoing, the Exchange Rate Agent shall determine the U.S. dollar equivalent of such Component on the basis of such cross rates if the Company or such agent judges that the equivalent so calculated is more representative than the U.S. dollar equivalent calculated as provided in the first sentence of this paragraph. Unless otherwise specified by the Company, if there is more than one market for dealing in any Component Currency by reason of foreign exchange regulations or for any other rea- son, the market to be referred to in respect of such currency shall be that upon which a non-resident issuer of securities denominated in such currency would purchase such currency in order to make payments in respect of such securities. Payments in the Chosen Currency will be made at the specified office of a paying agent in the country of the Chosen Currency, or, if none, or at the option of the holder, at the specified office of any Paying Agent either by a check drawn on, or by transfer to an account maintained by the holder with, a bank in the principal financial center of the country of the Chosen Currency. All determinations referred to above made by, or on behalf of, the Company or by, or on behalf of, the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on holders of Notes. -20- If, pursuant to the Treaty, all or some of the cur- rencies of the member countries of the EC are replaced by the ECU as a currency in its own right, the payment of principal of, or interest on, the Notes denominated in such currencies may be effected in ECU in conformity with legally applicable measures taken pursuant to the Treaty. Exchange Rate Agent. Unless otherwise specified herein, the Company has appointed Chemical Bank to act as its agent (the "Exchange Rate Agent") for purposes of determining any currency conversion rates applicable to this Note. 6. Bond Agents. Initially, Chemical Bank will act as Paying Agent, Transfer Agent, Registrar, Calculation Agent and Exchange Rate Agent. The Company may change any Paying Agent, Transfer Agent or Registrar without notice. The Company or any Affiliate may act in any such capacity. Subject to certain conditions, the Company may change the Trustee. 7. Optional Redemption. If so specified on the face of this Note on or after the Initial Redemption Date, the Company may redeem all the Securities at any time or some of them from time to time during the twelve months following the Initial Redemption Date at the Initial Redemption Price and during each succeeding twelve- month period at the redemption price in effect for the preced- ing twelve months less the Reduction Percentage, but in no event less than 100%, plus accrued interest to the redemption date. If this Note is a Discount Note, the redemption prices provided herein shall be percentages of Amortized Face Amount. Initial Redemption Date: Initial Redemption Price: % Reduction Percentage: % 8. Mandatory Redemption. This Note is not subject to any mandatory redemption or sinking fund unless otherwise set forth herein. 9. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each -21- holder of Notes to be redeemed at such holder's registered address. 10. Repayment at Option of Holder. If so indicated on the face of this Note, the Holder hereof may require the Company to repay this Note on the Optional Repayment Dates and at the Optional Repayment Prices set forth herein, plus accrued interest to the repayment date. Optional Repayment Date Optional Repayment Price Any repayment of this Note in part will be in incre- ments of the minimum denomination in which this Note may be issued; provided that any remaining principal amount of such Note will be an authorized denomination of such Note. For this Note to be repaid at the option of the holder hereof, the Paying Agent must receive at the Corporate Trust Office (or such other address of which the Company shall from time to time notify the Holders) not more than 60 nor less than 30 days prior to the date of repayment this Note with the form entitled "Option to Elect Repayment" below duly completed. Exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the holder hereof upon the can- cellation hereof. 11. Discount Notes. If this Note is a Discount Note, the amount payable in the event of redemption, repayment or acceleration prior to the Stated Maturity hereof shall be the Amortized Face Amount of this Note as of the redemption date or the date of repay- ment, as the case may be. The "Amortized Face Amount" of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the differ- ence between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of which the Amortized Face Amount is calculated, but in no -22- event shall the Amortized Face Amount of this Note exceed its principal amount. 12. Subordination. The Securities are subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full of all Senior Indebtedness (as defined in the Indenture). Each Holder by accepting a Security agrees to such subordination and authorizes the Trustee to give it effect. 13. Denominations, Transfer, Exchange. The Securities are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000; provided that if this Note is denominated in a Specified Cur- rency other than U.S. dollars, then unless otherwise specified on the face hereof it is issuable only in denominations of the equivalent of U.S. $100,000 (rounded to an integral multiple of 1,000 units of such Specified Currency), or any amount in excess thereof which is an integral multiple of 1,000 units of such Specified Currency, as determined by reference to the Mar- ket Exchange Rate on the Business Day immediately preceding the Original Issue Date of this Note. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Transfer Agent 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 the Indenture. The Transfer Agent need not exchange or register the transfer of any Security or portion of a Security selected for redemption. Also, it need not exchange or regis- ter the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed. 14. Persons Deemed Owners. The registered holder of a Security may be treated as its owner for all purposes. 15. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment. Subject to certain exceptions, a -23- default on a series may be waived with the consent of the hold- ers of a majority in principal amount of the series. Without the consent of any Securityholder, the Indenture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityhold- ers; or to make any change that does not materially adversely affect the rights of any Securityholder. 16. Successors. When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations. 17. Defeasance Prior to Redemption or Maturity. Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. 18. Defaults and Remedies. An Event of Default includes: default for 30 days in payment of interest on the Securities; default in payment of principal on the Securities; default by the Company for a spec- ified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bankruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal of all the Securities to be due and payable immediately. Securityholders 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 Securities may -24- direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any con- tinuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance cer- tificate to the Trustee. 19. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. 20. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obli- gations 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 Securityholder by accept- ing a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. 21. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 22. Abbreviations. Customary abbreviations may be used in the name of a Securityholder 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 com- mon), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors Act). The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture and the Bond Resolution. Requests may be made to: Secretary, Gen- eral Signal Corporation, High Ridge Park, Box 10010, Stamford, CT 06904. -25- OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company to repay $_____ principal amount of the within Note, pursuant to its terms, on the "Optional Repayment Date" first occurring after the date of receipt of the within Note as specified below, together with interest thereon accrued to the date of repayment, to the undersigned at: (Please Print or Type Name and Address of the Undersigned and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining prin- cipal amount of this Note. For this Option to Elect Repayment to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Company within the relevant time period set foth above at the office of the Paying Agent. Dated: Note: The signature to this Option to Elect Repayment must correspond with the name as writ- ten upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever. -26- _____________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfers) unto Please Insert Social Security or Other Identifying Number of Assignee ________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ Please Print or Type Name and Address Including Zip Code of Assignee ______________________________________________________________________________ the within Note and all rights thereunder, hereby irrevocably constituting and appointing _________________________________________________________________ attorney to transfer such Note on the books of the Company with full power of substitution in the premises. Dated: __________________ ____________________________________ Signature _____________________________________ NOTICE: The signature to this assignment must corresond with the name as it appears upon the face of the Note in every par- ticular, without alteration or enlargement or any change whatsoever. Exhibit 2 Form of Fixed Rate Note [Unless this certificate is presented by an authorized rep- resentative of The Depository Trust Company (55 Water Street, New York, New York) to the issuer or its agent for registration of trans- fer or exchange or for payment, then this certificate shall be regis- tered in the name of Cede & Co. (or such other name as may be requested by an authorized representative of The Depository Trust Company), and ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. Unless and until this certificate is exchanged in whole or in part for Notes in certificated form, this certificate may not be transferred except as a whole by The Depository Trust Company to a nominee thereof or by a nominee thereof to The Depository Trust Com- pany or another nominee of The Depository Trust Company or by The Depository Trust Company or any nominee to a successor depository or nominee of such successor depository.]* NO. _______ Principal Amount__________ CUSIP__________ GENERAL SIGNAL CORPORATION MEDIUM-TERM SUBORDINATED NOTE, SERIES A (FIXED RATE) General Signal Corporation promises to pay to or registered assigns the principal sum of in the Specified Currency on the Maturity specified below. Issue Price: Original Issue Date: Interest Rate: Maturity: Interest Payment Dates: Record Dates: Specified Currency: (If other than U.S. Dollars, see paragraph 4) _________________________ * Include only if this Note is a global security. -2- __ __ Optional Redemption: /_/ No / / Yes (see paragraph 6) __ __ Optional Repayment: /_/ No / / Yes (see paragraph 9) __ __ Amortizing Note: /_/ No / / Yes (see paragraph 7) __ __ Discount Note: /_/ Yes / / No Total Amount of OID: Yield to Maturity: Initial Accrual Period OID: Other Provisions: Specify here any additional or different provisions applicable to this Note, which may include any of the following: 1. provisions for indexing of principal or interest payments 2. provisions for extension of maturity 3. provisions for a change in Interest Rate prior to maturity 4. changes to any provision of this form of Note not appli- cable to a particular Note Dated: GENERAL SIGNAL CORPORATION __________________________ Authenticated: THE CHASE MANHATTAN BANK, N.A. Registrar By __________________________ Authorized Signature -3- General Signal Corporation Medium-Term Subordinated Note, Series A Further Provisions 1. Medium-Term Subordinated Notes, Series A This Note is one of a series of duly authorized debt securities of General Signal Corporation, a New York Corpora- tion, (the "Company"), designated as its "Medium-Term Subordi- nated Notes, Series A" (the "Securities") limited to an aggre- gate initial offering price or purchase price of $300,000,000 or the equivalent thereof in one or more foreign or currency units. The Company issued the Securities under an Indenture dated as of April 15, 1996 ("Indenture") between the Company and The Chase Manhattan Bank, N.A. ("Trustee"). The terms of the Securities include those stated in the Indenture and in the Bond Resolution creating the Securities and those made part of the Indenture by the Trust Indenture Act of 1939, as amended (15 U.S. Code {{ 77aaa-77bbbb). Securityholders are referred to the Inden- ture, the Bond Resolution and the Act for a statement of such terms. 2. Interest The Company promises to pay interest on the principal amount of this Security at the rate per annum shown above. The Company will pay interest semiannually on January 15 and July 15 of each year commencing with the first such date after the Original Issue Date. Unless otherwise specified herein, the first payment of interest on any Note originally issued between a record date and the related Interest Payment Date will be made on the Interest Payment Date immediately following the next succeeding record date. Interest on the Securities will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from Original Issue Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 3. Method of Payment. The Company will pay interest on the Securities to the persons who are registered holders of Securities at the close of business on the Record Rate for the next Interest -4- Payment Date, except as otherwise provided in the Indenture. Holders must surrender Securities to a Paying Agent to collect principal payments. If the Holder hereof is the Holder of U.S. $10,000,000 (or the equivalent thereof in a currency other than U.S. dollars determined as provided below) or more in aggregate principal amount of Notes of like tenor and term, such U.S. dollar interest payments will be made by wire transfer of imme- diately available funds, but only if appropriate wire transfer instructions have been received in writing by the Paying Agent not less than fifteen calendar days prior to the applicable Interest Payment Date. Unless the Specified Currency of this Note is other than U.S. dollars, the Company will pay principal and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts. The Company may pay principal and interest by check payable in such money. It may mail an interest check to a holder's registered address. If any payment of principal, premium or interest on this Note is due on a day which is not a Business Day, the Com- pany shall make such payment on the next succeeding Business Day and no interest shall accrue on such payment from the stated due date until such Business Day. "Business Day" means any day, other than a Saturday or Sunday, that is not a day on which banking institutions are authorized or required by law, regulation or executive order to be closed in (a) The City of New York or (b) if the Specified Currency for this Note is other than United States dollars, the principal financial center of the country issuing such Specified Currency (which, in the case of European Currency Units ("ECUs"), shall be Brussels, Belgium). 4. Foreign Currency Notes. General. If the Specified Currency of this Note is other than U.S. Dollars (a "Foreign Currency Note"), the Com- pany shall make payments of principal of and premium, if any, and interest on Foreign Currency Notes in the applicable Speci- fied Currency (or, if such Specified Currency is not at the time of such payment legal tender for the payment of public and private debts, in such other coin or currency of the country which issued such Specified Currency as at the time of such payment is legal tender for the payment of such debts). Sub- ject to any election made by the Holder of this Note pursuant to the next paragraph and unless otherwise specified on the face of this Note, all payments by the Company on this Note -5- will be converted into U.S. Dollars by the Exchange Rate Agent for payment to the Holder based on the highest bid quotation in The City of New York received by the Exchange Rate Agent at approximately 11:00 a.m., New York City time, on the second Business Day preceding the applicable payment date from three recognized foreign exchange dealers (one of whom may be the Exchange Rate Agent) selected by the Exchange Rate Agent and approved by the Company for the purchase by the quoting dealer of the Specified Currency for United States dollars for settle- ment on such payment date in the aggregate amount of the Speci- fied Currency payable to all Holders of Foreign Currency Notes scheduled to receive United States dollar payments and at which the applicable dealer commits to execute a contract. All cur- rency exchange costs will be deducted from such payments to the Holder. If three such bid quotations are not available, pay- ments will be made in the Specified Currency. Election to Receive Payments in Specified Currency. Unless otherwise specified in this Note, the Holder of this Note may elect to receive payment of the principal of and pre- mium, if any, and/or interest hereon in the Specified Currency by submitting a written request for such payment to the Trustee at its corporate trust office in The City of New York on or prior to the applicable Record Date or at least fifteen calen- dar days prior to the Maturity Date, as the case may be. Such written request shall include appropriate and complete wire transfer instructions for an account at a bank outside the United States to which payments made in such Specified Currency to such Holder will be made. Such written request may be mailed or hand delivered or sent by cable, telex or other form of facsimile transmission. Such election will remain in effect until revoked by written notice to the Trustee, but written notice of any such revocation must be received by the Trustee on or prior to the applicable Record Date or at least fifteen calendar days prior to the Maturity Date, as the case may be. Payment Currency. If this Note is a Foreign Currency Note and the Specified Currency is not available for the pay- ment of principal or any premium or interest with respect to this Note due to the imposition of exchange controls or other circumstances beyond the control of the Company (other than in the case where the Specified Currency is a currency of a Euro- pean Community ("EC") member state and such currency is replaced by the European Currency Unit ("ECU"), the Company may make such payment in U.S. dollars on the basis of the Market Exchange Rate on the second Business Day prior to such payment, or if such Market Exchange Rate is not then available, on the -6- basis of the most recently available Market Exchange Rate. Any payment made under such circumstances in U.S. dollars where the required payment is in other than U.S. dollars will not consti- tute an Event of Default under the Indenture. If payments of principal, premium or interest on this Note are required to be made in any currency unit (other than the ECU), and such currency unit is unavailable due to the imposition of exchange controls or other circumstances beyond the Company's control, then the Company shall make such pay- ments in United States dollars until such currency unit is again available. The amount of each payment in United States dollars shall be computed on the basis of the Market Exchange Rate on the second Business Day prior to such payment, or if such Market Exchange Rate is not then available, on the basis of the equivalent of the currency unit in United States dol- lars, which shall be determined by the Company or its agent on the following basis. The component currencies of the currency unit for this purpose (the "Component Currencies" or, individu- ally, a "Component Currency") shall be the currency amounts that were components of the currency unit as of the last day on which the currency unit was used. The equivalent of the cur- rency unit in United States dollars shall be calculated by aggregating the United States dollar equivalents of the Compo- nent Currencies. The United States dollar equivalent of each of the Component Currencies shall be determined by the Company or such agent on the basis of the most recently available Mar- ket Exchange Rate for each such Component Currency. If the official unit of any Component Currency is altered by way of combination or subdivision, the number of units of the currency as a Component Currency shall be divided or multiplied in the same proportion. If two or more Component Currencies are consolidated into a single currency, the amounts of those currencies as Component Currencies shall be replaced by an amount in such single currency equal to the sum of the amounts of the consolidated Component Currencies expressed in such single currency. If any Component Currency is divided into two or more currencies, the amount of the original Compo- nent Currency shall be replaced by the amounts of such two or more currencies, the sum of which shall be equal to the amount of the original Component Currency. "Market Exchange Rate" means (A) with respect to a Specified Currency that is the currency of a country other than the United States, the noon U.S. dollar buying rate in The City of New York for cable transfers for such Specified Currency on -7- the applicable date as determined by the Federal Reserve Bank of New York, (B) with respect to a Specified Currency that is the ECU, the exchange rate between the ECU and the U.S. dollar reported for the applicable date by the Council of the European Communities (the reports of which currently are based on the rates in effect at 2:30 p.m., Brussels time, on the exchange markets of the component currencies of the ECU) and (C) with respect to a Specified Currency that is a Composite Currency other than the ECU, the exchange rate specified in the appli- cable Pricing Supplement for the applicable date. ECU Notes. If this Note is denominated in ECU, the following provisions shall apply: If, in accordance with the Treaty on European Union (the "Treaty"), the ECU becomes a currency in its own right, all references to ECU in this Note shall be construed as refer- ences to such currency. If any change in the composition of the ECU is made in conformity with the Treaty and European Com- munity ("EC") law, references to ECU in this Note shall refer to the ECU as so changed. With respect to each due date for the payment of principal of, or interest on, this Note on or after the first business day in London on which the ECU is used neither as the unit of account of the EC nor as the currency of the European Union, the Company shall choose a substitute cur- rency (the "Chosen Currency"), which may be any currency which was, on the last day on which the ECU was used as the unit of account of the EC, a component currency of the ECU or U.S. dol- lars, in which all payments due on or after that date with respect to the Notes and coupons shall be made. The amount of each payment in such Chosen Currency shall be computed on the basis of the equivalent of the ECU in that currency, determined as described below, as of the fourth business day in London prior to the date on which such payment is due. On the first business day in London on which the ECU is used neither as the unit of account of the EC nor as the currency of the European Union, the Company shall choose a Cho- sen Currency in which all payments with respect to Notes and coupons having a due date prior thereto but not yet presented for payment are to be made. Notice of the Chosen Currency so selected shall, where practicable, be published in the manner described in "Notices" below. The amount of each payment in such Chosen Currency shall be computed on the basis of the equivalent of the ECU in that currency, determined as described below, as of such first business day. -8- The equivalent of the ECU in the relevant Chosen Cur- rency as of any date (the "Day of Valuation") shall be deter- mined by, or on behalf of, the Exchange Rate Agent on the fol- lowing basis. The amounts and components composing the ECU for this purpose (the "Components") shall be the amounts and compo- nents that composed the ECU as of the last date on which the ECU was used as the unit of account of the EC. The equivalent of the ECU in the Chosen Currency shall be calculated by, first, aggregating the U.S. dollar equivalents of the Compo- nents; and then, in the case of a Chosen Currency other than U.S. dollars, using the rate used for determining the U.S. dol- lar equivalent of the Components in the Chosen Currency as set forth below, calculating the equivalent in the Chosen Currency of such aggregate amount in U.S. dollars. The U.S. dollar equivalent of each of the Components shall be determined by, or on behalf of, the Exchange Rate Agent on the basis of the middle spot delivery quotations pre- vailing at 2:30 p.m. London time on the Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from one or more major banks, as selected by the Company, in the country of issue of the Component Currency in question. If for any reason no direct quotations are available for a Component as of a Day of Valuation from any of the banks selected for this purpose, in computing the U.S. dollar equiva- lent of such Component, the Exchange Rate Agent shall (except as provided below) use the most recent direct quotations for such Component obtained by it or on its behalf, provided that such quotations were prevailing in the country of issue not more than two Business Days before such Day of Valuation. If such most recent quotations were so prevailing more than two Business Days in the country of issue before such Day of Valua- tion, the Exchange Rate Agent shall determine the U.S. dollar equivalent of such Component on the basis of cross rates derived from the middle spot delivery quotations for such Com- ponent Currency and for the U.S. dollar prevailing at 2:30 p.m. London time on such Day of Valuation, as obtained by, or on behalf of, the Exchange Rate Agent from one or more major banks, as selected by the Company, in a country other than the country of issue of such Component Currency. Notwithstanding the foregoing, the Exchange Rate Agent shall determine the U.S. dollar equivalent of such Component on the basis of such cross rates if the Company or such agent judges that the equivalent so calculated is more representative than the U.S. dollar equivalent calculated as provided in the first sentence of this paragraph. Unless otherwise specified by the Company, if there -9- is more than one market for dealing in any Component Currency by reason of foreign exchange regulations or for any other rea- son, the market to be referred to in respect of such currency shall be that upon which a non-resident issuer of securities denominated in such currency would purchase such currency in order to make payments in respect of such securities. Payments in the Chosen Currency will be made at the specified office of a paying agent in the country of the Chosen Currency, or, if none, or at the option of the holder, at the specified office of any Paying Agent either by a check drawn on, or by transfer to an account maintained by the holder with, a bank in the principal financial center of the country of the Chosen Currency. All determinations referred to above made by, or on behalf of, the Company or by, or on behalf of, the Exchange Rate Agent shall be at its sole discretion and shall, in the absence of manifest error, be conclusive for all purposes and binding on holders of Notes. If, pursuant to the Treaty, all or some of the cur- rencies of the member countries of the EC are replaced by the ECU as a currency in its own right, the payment of principal of, or interest on, the Notes denominated in such currencies may be effected in ECU in conformity with legally applicable measures taken pursuant to the Treaty. Exchange Rate Agent. Unless otherwise specified herein, the Company has appointed Chemical Bank to act as its agent (the "Exchange Rate Agent") for purposes of determining any currency conversion rates applicable to this Note. 5. Bond Agents. Initially, Chemical Bank will act as Paying Agent, Transfer Agent, Registrar and Exchange Rate Agent. The Company may change any Paying Agent, Transfer Agent, Registrar or Exchange Rate Agent without notice. The Company or any Affili- ate may act in any such capacity. Subject to certain condi- tions, the Company may change the Trustee. 6. Optional Redemption. If so specified on the face of this Note, on or after the Initial Redemption Date, the Company may redeem all the Securities at any time or some of them from time to time during -10- the twelve months following the Initial Redemption Date at the Initial Redemption Price and during each succeeding twelve- month period at the redemption price in effect for the preced- ing twelve months less the Reduction Percentage, but in no event less than 100%, plus accrued interest to the redemption date. If this Note is a Discount Note, the redemption prices provided herein shall be percentages of Amortized Face Amount. Initial Redemption Date: Initial Redemption Price: % Reduction Percentage: % 7. Mandatory Redemption. This Note is not subject to any mandatory redemption or sinking fund unless the face hereof indicates that this Note is an Amortizing Note. If this Note is an Amortizing Note, then the Company shall redeem on the redemption dates stated below the principal amounts of this Note stated below at the applicable redemption price. Redemption Price Principal Amount to (percentage of Redemption Date be Redeemed principal amount) 8. Notice of Redemption. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each holder of Securities to be redeemed at his registered address. 9. Repayment at Option of Holder. If so indicated on the face of this Note, the Holder hereof may require the Company to repay this Note on the Optional Repayment Dates and at the Optional Repayment Prices set forth herein, plus accrued interest to the repayment date. -11- Optional Repayment Date Optional Repayment Price Any repayment of this Note in part will be in incre- ments of the minimum denomination in which this Note may be issued; provided that any remaining principal amount of such Note will be an authorized denomination of such Note. For this Note to be repaid at the option of the holder hereof, the Paying Agent must receive at the Corporate Trust Office (or such other address of which the Company shall from time to time notify the Holders) not more than 60 nor less than 30 days prior to the date of repayment this Note with the form entitled "Option to Elect Repayment" below duly completed. Exercise of such repayment option by the holder hereof shall be irrevocable. In the event of repayment of this Note in part only, a new Note or Notes for the amount of the unpaid portion hereof shall be issued in the name of the holder hereof upon the can- cellation hereof. 10. Discount Notes. If this Note is a Discount Note, the amount payable in the event of redemption, repayment or acceleration prior to the Stated Maturity hereof shall be the Amortized Face Amount of this Note as of the redemption date or the date of repay- ment, as the case may be. The "Amortized Face Amount" of this Note shall be the amount equal to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion of the differ- ence between the Issue Price and the principal amount hereof that has accrued at the Yield to Maturity (as set forth on the face hereof) (computed in accordance with generally accepted United States bond yield computation principles) at the date as of which the Amortized Face Amount is calculated, but in no event shall the Amortized Face Amount of this Note exceed its principal amount. -12- 11. Subordination. The Securities are subordinated in right of payment, in the manner and to the extent set forth in the Indenture, to the prior payment in full of all Senior Indebtedness (as defined in the Indenture). Each Holder by accepting a Security agrees to such subordination and authorizes the Trustee to give it effect. 12. Denominations, Transfer, Exchange. This Note is issued in registered form without cou- pons in denominations of $1,000 and integral multiples of $1,000; provided that if this Note is denominated in a Speci- fied Currency other than U.S. dollars then unless otherwise specified on the face hereof it is issuable only in denomina- tions of the equivalent of U.S. $1,000 (rounded to an integral multiple of 1,000 units of such Specified Currency), or any amount in excess thereof which is an integral multiple of 1,000 units of such Specified Currency, as determined by reference to the Market Exchange Rate on the Business Day immediately pre- ceding the Original Issue Date of this Note. The transfer of Securities may be registered and Securities may be exchanged as provided in the Indenture. The Transfer Agent 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 the Indenture. The Transfer Agent need not exchange or register the transfer of any Security or portion of a Secu- rity selected for redemption. Also, it need not exchange or register the transfer of any Securities for a period of 15 days before a selection of Securities to be redeemed. 13. Extension of Maturity. If so indicated on the face of this Note, the Company has the option to extend the Original Maturity Date hereof for one or more periods of one or more whole years (each an "Exten- sion Period") up to but not beyond the Final Maturity Date specified on the face hereof and in connection therewith to establish a new interest rate and new redemption provisions for the Extension Period. The Company may exercise such option by notifying the Paying Agent of such exercise at least 45 but not more than 60 days prior to the Original Maturity Date or, if the maturity hereof has already been extended, prior to the maturity date then in effect (an "Extended Maturity Date"), such notice to be -13- accompanied by the form of the Extension Notice referred to below. No later than 38 days prior to the Original Maturity Date or an Extended Maturity Date, as the case may be (each, a "Maturity Date"), the Paying Agent will mail to the holder hereof a notice (the "Extension Notice") relating to such Extension Period, first class mail postage prepaid, setting forth (a) the election of the Company to extend the maturity of this Note, (b) the new Extended Maturity Date; (c) the interest rate applicable to the Extension Period; and (d) the provi- sions, if any, for redemption during the Extension Period, including the date or dates on which, the period or periods during which and the price or prices at which such redemption may occur during the Extension Period. Upon the mailing by the Paying Agent of an Extension Notice to the holder of this Note, the maturity hereof shall be extended automatically, and, except as modified by the Extension Notice and as described in the next paragraph, this Note will have the same terms it had prior to the mailing of such Extension Notice. Notwithstanding the foregoing, not later than 10:00 a.m., New York City time, on the twentieth calendar day prior to the Maturity Date in effect immediately preceding the mail- ing of the applicable Extension Notice (or if such day is not a Business Day, not later than 10:00 a.m., New York City time, on the immediately succeeding Business Day), the Company may, at its option, revoke the interest rate provided for in such Extension Notice and establish a higher interest rate for the Extension Period by causing the Paying Agent to send notice of such higher interest rate to the holder of this Note by first class mail, postage prepaid, or by such other means as shall be agreed between the Company and the Paying Agent. Such notice shall be irrevocable. All Notes with respect to which the Maturity Date is extended in accordance with an Extension Notice will bear such higher interest rate for the Extension Period, whether or not tendered for repayment. If the Company elects to extend the maturity hereof, the holder of this Note will have the option to require the Company to repay this Note on the Maturity Date in effect imme- diately preceding the mailing of the applicable Extension Notice at a price equal to the principal amount hereof plus any accrued and unpaid interest to such date. In order for this Note to be so repaid on such Maturity Date, the holder hereof must follow the procedures set forth above for optional repay- ment, except that the period for delivery of this Note or noti- fication to the Paying Agent shall be at least 25 but not more than 35 days prior to the Maturity Date in effect immediately -14- preceding the mailing of the applicable Extension Notice and except that if the holder hereof has tendered this Note for repayment pursuant to this paragraph he may, by written notice to the Paying Agent, revoke any such tender for repayment until 3:00 p.m. New York City time, on the twentieth calendar day prior to the Maturity Date then in effect (or, if such day is not a Business Day, until 3:00 p.m., New York City time, on the immediately succeeding Business Day). 14. Persons Deemed Owners. The registered holder of a Security may be treated as its owner for all purposes. 15. Amendments and Waivers. Subject to certain exceptions, the Indenture or the Securities may be amended with the consent of the holders of a majority in principal amount of the securities of all series affected by the amendment. Subject to certain exceptions, a default on a series may be waived with the consent of the hold- ers of a majority in principal amount of the series. Without the consent of any Securityholder, the Indenture or the Securities may be amended, among other things, to cure any ambiguity, omission, defect or inconsistency; to provide for assumption of Company obligations to Securityhold- ers; or to make any change that does not materially adversely affect the rights of any Securityholder. 16. Successors. When a successor assumes all the obligations of the Company under the Securities and the Indenture, the Company will be released from those obligations. 17. Defeasance Prior to Redemption or Maturity. Subject to certain conditions, the Company at any time may terminate some or all of its obligations under the Securities and the Indenture if the Company deposits with the Trustee money or U.S. Government Obligations for the payment of principal and interest on the Securities to redemption or maturity. U.S. Government Obligations are securities backed by the full faith and credit of the United States of America or certificates representing an ownership interest in such Obligations. -15- 18. Defaults and Remedies. An Event of Default includes: default for 30 days in payment of interest on the Securities; default in payment of principal on the Securities; default by the Company for a spec- ified period after notice to it in the performance of any of its other agreements applicable to the Securities; certain events of bankruptcy or insolvency; and any other Event of Default provided for in the series. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Securities may declare the principal of all the Securities to be due and payable immediately. Securityholders 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 Securities may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Securityholders notice of any con- tinuing default (except a default in payment of principal or interest) if it determines that withholding notice is in their interests. The Company must furnish an annual compliance cer- tificate to the Trustee. 19. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with those persons, as if it were not Trustee. 20. No Recourse Against Others. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obli- gations 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 Securityholder by accept- ing a Security waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Securities. -16- 21. Authentication. This Security shall not be valid until authenticated by a manual signature of the Registrar. 22. Abbreviations. Customary abbreviations may be used in the name of a Securityholder 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 com- mon), CUST (=custodian), and U/G/M/A (=Uniform Gifts to Minors Act). The Company will furnish to any Securityholder upon written request and without charge a copy of the Indenture and the Bond Resolution. Requests may be made to: Secretary, Gen- eral Signal Corporation, High Ridge Park, Box 10010, Stamford, CT 06904. -17- OPTION TO ELECT REPAYMENT The undersigned hereby irrevocably requests and instructs the Company to repay $_____ principal amount of the within Note, pursuant to its terms, on the "Optional Repayment Date" first occurring after the date of receipt of the within Note as specified below, together with interest thereon accrued to the date of repayment, to the undersigned at: _______________________________________________________________ _______________________________________________________________ (Please Print or Type Name and Address of the Undersigned and to issue to the undersigned, pursuant to the terms of the Indenture, a new Note or Notes representing the remaining prin- cipal amount of this Note. For this Option to Elect Repayment to be effective, this Note with the Option to Elect Repayment duly completed must be received by the Company within the relevant time period set forth above at the office of the Paying Agent. Dated: ________________________________ Note: The signature to this Option to Elect Repayment must correspond with the name as writ- ten upon the face of the within Note in every particular without alteration or enlargement or any change whatsoever. -18- _____________________ FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfers) unto Please Insert Social Security or Other Identifying Number of Assignee ________________________________________ _______________________________________________________________________ _______________________________________________________________________ Please Print or Type Name and Address Including Zip Code of Assignee _______________________________________________________________________ the within Note and all rights thereunder, hereby irrevocably constituting and appointing __________________________________________________________ attorney to transfer such Note on the books of the Company with full power of substitution in the premises. Dated: __________________ ____________________________ Signature ______________________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the Note in every par- ticular, without alteration or enlargement or any change whatsoever. -3- Exhibit 3 Series A Securities Supplemental Terms In addition to the terms set forth in Exhibits 1 and 2 to Bond Resolution No. 1, the Series A Securities shall have the following terms: Section 1. Definitions. Capitalized terms used and not defined herein shall have the meaning given such terms in the Indenture. The following are additional definitions appli- cable to the Series A Securities: "Depositary" means, with respect to the Series A Securities issued as one or more global Securities, The Depository Trust Company, New York, New York, or any successor thereto registered under the Securities Exchange Act of 1934, as amended, or other applicable statute or regulation. Section 2. Securities Issuable as Global Securities. (a) The Series A Securities may be issued in the form of one or more permanent global Securities. Each global Security shall bear a legend substantially to the following effect: "Unless this certificate is presented by an autho- rized representative of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer, exchange or pay- ment, 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 to such other entity as is requested by an authorized representa- tive 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." (b) If at any time (i) the Depositary with respect to any Series A Security notifies the Company that it is unwilling or unable to continue as Depositary for such global Securities or (ii) the Depositary for any global Series A Secu- rity shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or other -4- applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such global Securities. If a successor Depositary for such global Securities is not appointed by the Company within 90 days after the Company receives such notice or becomes aware of such ineligibility, the Transfer Agent shall register the exchange of such global Securities for an equal principal amount of Registered Securi- ties in the manner provided in Section 2.07 of the Indenture. (c) The Transfer Agent shall register the transfer or exchange of a global Security for Registered Securities pur- suant to Section 2.07 of the Indenture if (i) a Default or Event of Default shall have occurred and be continuing with respect to the Series A Securities or (ii) the Company deter- mines that the Series A Securities shall no longer be repre- sented by global Securities. (d) In any exchange provided for in the preceding paragraphs (b) or (c), the Company will execute and the Regis- trar will authenticate and deliver Registered Securities. Reg- istered Securities issued in exchange for a global Security shall be in such names and denominations as the Depositary for such global Security shall instruct the Registrar. The Regis- trar shall deliver such Registered Securities to the persons in whose names such Securities are so registered. EX-5.1 7 FORM T-1 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ---------------------------------------- CHEMICAL BANK (Exact name of trustee as specified in its charter) New York 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 Park Avenue New York, New York 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) --------------------------------------------- General Signal Corporation (Exact name of obligor as specified in its charter) New York 16-0445660 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) High Ridge Park Stamford, Connecticut 06904 (Address of principal executive offices) (Zip Code) ------------------------------------------- Senior Debt Securities (Title of the indenture securities) ----------------------------------------------------- GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. - 2 - Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985 and December 2, 1991 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 33-84460, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, Chemical Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 17th day of April, 1996. CHEMICAL BANK By /s/ Andrew M. Deck ----------------------- Andrew M. Deck Trust Officer - 3 - Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF Chemical Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 1995, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act. Dollar Amounts ASSETS in Millions Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin ............................................. $6,390 Interest-bearing balances ..................................... 2,544 Securities: ........................................................ Held to maturity securities ........................................ 3,807 Available for sale securities....................................... 26,522 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 IBF's: Federal funds sold ............................................ 750 Securities purchased under agreements to resell ............... 259 Loans and lease financing receivables: Loans and leases, net of unearned income ...... $72,938 Less: Allowance for loan and lease losses ..... 1,917 Less: Allocated transfer risk reserve ......... 104 Loans and leases, net of unearned income, allowance, and reserve ....................................... 70,917 Trading Assets .................................................... 27,963 Premises and fixed assets (including capitalized leases)....................................................... 1,355 Other real estate owned ........................................... 21 Investments in unconsolidated subsidiaries and associated companies.......................................... 171 Customer's liability to this bank on acceptances outstanding .................................................. 1,166 Intangible assets ................................................. 433 Other assets ...................................................... 4,822 ----- TOTAL ASSETS ...................................................... $147,120 ========= - 4 - LIABILITIES Deposits In domestic offices ................................................ $47,524 Noninterest-bearing ......................... $17,041 Interest-bearing ............................ 30,483 -------- In foreign offices, Edge and Agreement subsidiaries, and IBF's .......................................................... 37,690 Noninterest-bearing .........................$ 147 Interest-bearing ............................ 37,543 -------- Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's Federal funds purchased ....................................... 9,384 Securities sold under agreements to repurchase ................ 2,166 Demand notes issued to the U.S. Treasury ........................... 741 Trading liabilities ................................................ 21,847 Other Borrowed money: With original maturity of one year or less .................... 9,669 With original maturity of more than one year ....................... 146 Mortgage indebtedness and obligations under capitalized leases ........................................................ 14 Bank's liability on acceptances executed and outstanding ........... 1,180 Subordinated notes and debentures .................................. 3,411 Other liabilities .................................................. 5,290 TOTAL LIABILITIES .................................................. 139,062 ------- EQUITY CAPITAL Common stock ....................................................... 620 Surplus ............................................................ 4,665 Undivided profits and capital reserves ............................. 3,055 Net unrealized holding gains (Losses) on available-for-sale securities ................................... (290) Cumulative foreign currency translation adjustments ................ 8 TOTAL EQUITY CAPITAL ............................................... 8,058 ------ TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK AND EQUITY CAPITAL ...................................... $147,120 ========== I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. WALTER V. SHIPLEY ) EDWARD D. MILLER )DIRECTORS WILLIAM B. HARRISON ) - 5 - EX-5.2 8 FORM T-1 Securities Act of 1933 File No. _________ (If application to determine eligibility of trustee for delayed offering pursuant to Section 305 (b) (2)) - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- ---------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)_________________ ------------------ THE CHASE MANHATTAN BANK (National Association) (Exact name of trustee as specified in its charter) 13-2633612 (I.R.S. Employer Identification Number) 1 Chase Manhattan Plaza, New York, New York (Address of principal executive offices) 10081 (Zip Code) --------------- General Signal Corporation (Exact name of obligor as specified in its charter) New York (State or other jurisdiction of incorporation or organization) 16-0445660 (I.R.S. Employer Identification No.) General Signal Corporation High Ridge Park Stamford, Connecticut (Address principal executive offices) 06904 (Zip Code) --------------------------------- Subordinated Debt Securities (Title of the indenture securities) ============================================================================== Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency, Washington, D.C. Board of Governors of The Federal Reserve System, Washington, D. C. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. The Trustee is not the obligor, nor is the Trustee directly or indirectly controlling, controlled by, or under common control with the obligor. (See Note on Page 2.) Item 16. List of Exhibits. List below all exhibits filed as a part of this statement of eligibility. *1. -- A copy of the articles of association of the trustee as now in effect . (See Exhibit T-1 (Item 12), Registration No. 33-55626.) *2. -- Copies of the respective authorizations of The Chase Manhattan Bank (National Association) and The Chase Bank of New York (National Association) to commence business and a copy of approval of merger of said corporations, all of which documents are still in effect. (See Exhibit T-1 (Item 12), Registration No. 2-67437.) *3. -- Copies of authorizations of The Chase Manhattan Bank (National Association) to exercise corporate trust powers, both of which documents are still in effect. (See Exhibit T-1 Item 12), Registration No. 2-67437.) *4. -- A copy of the existing by-laws of the trustee (See Exhibit T-1 (Item 12(a)), Registration No. 33-28806.) *5. -- A copy of each indenture referred to in Item 4, if the obligor is in default. (Not applicable.) *6. -- The consents of United States institutional trustees required by Section 321(b) of the Act. (See Exhibit T-1, (Item 12), Registration No. 22-19019.) 7. -- A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. - ------------------- *The Exhibits thus designated are incorporated herein by reference. Following the description of such Exhibits is a reference to the copy of the Exhibit heretofore filed with the Securities and Exchange Commission, to which there have been no amendments or changes. ------------------- NOTE Inasmuch as this Form T-1 is filed prior to the ascertainment by the trustee of all facts on which to base a responsive answer to Item 2 the answer to said Item is based on incomplete information. Item 2 may, however, be considered as correct unless amended by an amendment to this Form T-1. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, The Chase Manhattan Bank (National Association), a corporation organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York, and the State of New York, on the 23rd day of April 1996. THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION) Andrea Koster-Crain ---------------------------------- By: Andrea Koster-Crain, Vice President Exhibit 7 REPORT OF CONDITION Consolidating domestic and foreign subsidiaries of the The Chase Manhattan Bank, N.A. of New York in the State of New York, at the close of business on December 31, 1995, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. Charter Number 2370 Comptroller of the Currency Statement of Resources and Northeastern District Liabilities ASSETS Thousands of Dollars Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 5,574,000 Interest-bearing balances 5,950,000 Held to maturity securities 0 Available-for-sale securities 6,731,000 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: Federal funds sold 2,488,000 Securities purchased under agreements to resell 35,000 Loans and lease financing receivable: Loans and leases, net of unearned income $ 57,786,000 LESS: Allowance for loan and lease losses 1,114,000 LESS: Allocated transfer risk reserve 0 ----------- Loans and leases, net of unearned income, allowance, and reserve 56,672,000 Assets held in trading accounts 12,994,000 Premises and fixed assets (including capitalized leases) 1,723,000 Other real estate owned 364,000 Investments in unconsolidated subsidiaries and associated companies 28,000 Customers' liability to this bank on acceptances outstanding 944,000 Intangible assets 1,343,000 Other assets 5,506,000 ------------ TOTAL ASSETS $100,352,000 ============ LIABILITIES Deposits: In domestic offices $ 32,483,000 Noninterest-bearing $ 13,704,000 Interest-bearing 18,779,000 ------------ In foreign offices, Edge and Agreement subsidiaries, and IBFs 37,639,000 Noninterest-bearing $ 3,555,000 Interest-bearing 34,084,000 ----------- Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: Federal funds purchased 1,572,000 Securities sold under agreements to repurchase 211,000 Demand notes issued to the U.S. Treasury 25,000 Trading liabilities 9,146,000 Other borrowed money: With original maturity of one year or less 2,562,000 With original maturity of more than one year 379,000 Mortgage indebtedness and obligations under capitalized leases 40,000 Bank's liability on acceptances executed and outstanding 949,000 Subordinated notes and debentures 1,960,000 Other liabilities 5,411,000 --------- TOTAL LIABILITIES 92,377,000 ---------- Limited-life preferred stock and related surplus 0 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock 921,000 Surplus 5,285,000 Undivided profits and capital reserves 1,751,000 Net unrealized holding gains (losses) on available-for-sale securities 7,000 Cumulative foreign currency translation adjustments 11,000 --------- TOTAL EQUITY CAPITAL 7,975,000 ========= TOTAL LIABILITIES, LIMITED-LIFE PREFERRED STOCK, AND EQUITY CAPITAL $ 100,352,000 ============= I, Lester J. Stephens, Jr., Senior Vice President and Controller of the above named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. (Signed) Lester J. Stephens, Jr. We the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. (Signed) Thomas G. Labrecque (Signed) Arthur F. Ryan (Signed) Richard J. Boyle Directors -----END PRIVACY-ENHANCED MESSAGE-----