Form of Note


 EXHIBIT 4.1 
  
 THIS SECURITY IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES
REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IF (1) THE DEPOSITARY IS UNWILLING OR UNABLE TO CONTINUE AS DEPOSITARY OR (2) THE ISSUER IN ITS SOLE DISCRETION DETERMINES NOT TO HAVE THE SECURITIES REPRESENTED BY A
GLOBAL SECURITY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. 
  
 Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the
Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of DTC (and any payment is made to Cede
& Co. or to such other entity as is required by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL because the registered owner hereof, Cede & Co., has an
interest herein. 
  

	 	  	$200,000,000
		
	 No. 1
	  	CUSIP No. 224399AN5

  
 CRANE CO. 

 
 5.50% Note Due 2013 
  
 Crane Co., a Delaware corporation (the “Issuer”), for value
received, hereby promises to pay to Cede & Co. or registered assigns, at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, the principal sum of $200,000,000 (Two Hundred Million Dollars) on September 15, 2013,
in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semiannually on March 15 and September 15 of each year, commencing March 15,
2004, on said principal sum at said office or agency, in 







 
like coin or currency, at the rate per annum specified in the title of this Note, from March 15 or September 15, as the case may be, next preceding the date
of this Note to which interest has been paid, unless the date hereof is a date to which interest has been paid, in which case from the date of this Note, or unless no interest has been paid on this Note, in which case from September 8, 2003, until
payment of said principal sum has been made or duly provided for; provided, that payment of interest may be made at the option of the Issuer by check mailed to the address of the person entitled thereto as such address shall appear on the
Security register. Notwithstanding the foregoing, if the date hereof is after the first day of March or September, as the case may be, and before the following March 15 or September 15, this Note shall bear interest from such March 15 or September
15; provided, that if the Issuer shall default in the payment of interest due on such March 15 or September 15, then this Note shall bear interest from the next preceding March 15 or September 15, to which interest has been paid or, if no
interest has been paid on this Note, from September 8, 2003. The interest so payable on any March 15 or September 15, will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose
name this Note is registered at the close of business on the March 1 or September 1, as the case may be, next preceding such March 15 or September 15. 
  
 Reference is made to the further provisions of this Note set forth on the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place. 
  
 This Note
shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture referred to on the reverse hereof. 
  

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 IN WITNESS WHEREOF, Crane Co. has caused this instrument to be signed in the original or by facsimile by
its duly authorized officers and has caused an original or a facsimile of its corporate seal to be affixed hereunto or imprinted hereon. 
  
 Dated: September 8, 2003 
  
 CRANE CO. 
  
 [SEAL] 
  

	           By:
	 	 /s/ George S. Scimone


	 	 	 Name: George S. Scimone

	 	 	 Title: Vice President,

 Finance and Chief Financial Officer

		
	           By:
	 	 /s/ Gil A. Dickoff


	 	 	 Name: Gil A. Dickoff

	 	 	 Title: Treasurer


  

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 This is one of the Securities of the series designated herein referred to in the within-mentioned
Indenture. 
  
 Dated: September 8, 2003 
  

	 	 	 THE BANK OF NEW YORK, as Trustee

			
	 	 	 By:
	 	 /s/ Geovanni Barris


	 	 	 	 	 Authorized Signatory


  

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 Crane Co. 
  
 5.50% Note Due 2013 
  
 This Note is one of a duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Issuer (hereinafter called the
“Securities”) of the series hereinafter specified, all issued or to be issued under and pursuant to an indenture dated as of April 1, 1991 (herein called the “Indenture”), duly executed and delivered by the Issuer
to The Bank of New York, Trustee (herein called the “Trustee”), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may
bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any) and may otherwise vary as in the Indenture provided. This Note is one of
a series of Securities designated as the 5.50% Notes Due 2013 of the Issuer, initially limited in aggregate principal amount to $200,000,000 (the “Notes”). The Issuer may, without notice to or the consent of the Holders of the outstanding
Notes, issue additional Securities of the same tenor as the Notes so that such additional Securities and the outstanding Notes shall form a single series of Securities under the Indenture. 
  
 In case an Event of Default with respect to the 5.50% Notes Due 2013, as
defined in the Indenture, shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become, due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture.

  
 The Indenture contains provisions permitting the Issuer and
the Trustee, with the consent of the holders of not less than 66 2/3% in aggregate principal amount of the
Securities at the time Outstanding (as defined in the Indenture) of all series to be affected (voting as one class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the holders of the Securities of each such series; provided, that no such supplemental indenture shall (i) extend the
final maturity of any Security, or reduce the principal amount thereof or any premium thereon, or reduce the rate or extend the time of payment of any interest thereon, or impair or affect the rights of any holder to institute suit for the payment
thereof, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid percentage of Securities, the holders of which are required to consent to any such supplemental indenture, without the consent of the holder of
each Security affected. It is also provided in the Indenture that, with respect to certain defaults or Events of Default regarding 
  

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the Securities of any series, prior to any declaration accelerating the maturity of such Securities, the holders of a majority in aggregate principal amount
Outstanding of the Securities of such series (or, in the case of certain defaults or Events of Default, all or certain series of the Securities) may on behalf of the holders of all the Securities of such series (or all or certain series of the
Securities, as the case may be) waive any such past default or Event of Default and its consequences. The preceding sentence shall not, however, apply to a default in the payment of the principal of or premium, if any, or interest on any of the
Securities. Any such consent or waiver by the holder of this Note (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Note and any Notes which may be issued in
exchange or substitution herefor, irrespective of whether or not any notation thereof is made upon this Note or such other Notes. 
  
 No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and any premium and interest on this Note in the manner, at the respective times, at the rate and in the coin or currency herein prescribed. 
  
 The Notes are redeemable, in whole or in part, at the option of the Issuer at
any time at a redemption price equal to the greater of: 
  

	 	•	 	100% of the principal amount of the Notes to be redeemed, or 

  

	 	•	 	as determined by the Quotation Agent (as defined below), the sum of the present values of the remaining scheduled payments of principal and interest on the notes to be redeemed
(excluding interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined below) plus 15 basis points


  
 plus, in each case, accrued interest on the Notes to the date of
redemption. The provisions of Article Eleven of the Indenture shall apply to any redemption of the Notes. 
  
 “Comparable Treasury Issue” means the United States Treasury security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the
Notes. 
  
 “Comparable Treasury Price” means, with
respect to any redemption date, (1) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer 
  

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Quotations, or (2) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations. 
  
 “Quotation Agent” means the Reference
Treasury Dealer appointed by the Issuer. 
  
 “Reference
Treasury Dealer” means each of J.P. Morgan Securities Inc. and UBS Securities LLC, and their respective successors, and three other nationally recognized investment banking firms that are primary U.S. government securities dealers in the United
States (a “Primary Treasury Dealer”) specified from time to time by the Issuer; provided, that if any Reference Treasury Dealer shall cease to be a Primary Treasury Dealer, the Issuer shall substitute another Primary Treasury
Dealer. 
  
 “Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Issuer, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date. 
  

“Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 
  
 Notice of any redemption will be mailed at least 30 days but not more than 60
days before the redemption date to each holder of the notes to be redeemed. Unless the Issuer defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the notes or portions thereof called for
redemption. 
  
 The Notes will not be entitled to the benefit of
any sinking fund. 
  
 The Notes are issuable in registered form
without coupons at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, and in the manner and subject to the limitations provided in the Indenture, but without the payment of any service charge, Notes may be
exchanged for a like aggregate principal amount of Notes of other authorized denominations. 
  
 Upon due presentment for registration of transfer of this Note at the office or agency of the Issuer in the Borough of Manhattan, The City of New York, a new Note or Notes of authorized denominations for an equal
aggregate principal amount will be issued to the transferee in exchange therefor, subject to the 
  

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limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith. 
  
 The Issuer, the Trustee and any authorized agent of the Issuer or the Trustee
may deem and treat the registered holder hereof as the absolute owner of this Note (whether or not this Note shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of, or on
account of, the principal hereof and premium, if any, and subject to the provisions on the face hereof, interest hereon, and for all other purposes, and neither the Issuer nor the Trustee nor any authorized agent of the Issuer or the Trustee shall
be affected by any notice to the contrary. 
  
 No recourse under
or upon any obligation, covenant or agreement of the Issuer in the Indenture or any indenture supplemental thereto or in any Note, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator,
stockholder, officer or director, as such, of the Issuer or of any successor corporation, either directly or through the Issuer or any successor corporation, under any rule of law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such liability being expressly waived and released by the acceptance hereof and as part of the consideration for the issue hereof. 
  
 Terms used herein which are defined in the Indenture shall have the
respective meanings assigned thereto in the Indenture. 
  

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 FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto: 
  

  

 (Please print or type name, address, including zip code, and social security or other tax identifying number of assignee) 
  
 the within Note and all rights thereunder, hereby irrevocably constituting and appointing
such person attorney to transfer such Note on the books of the Issuer, with full power of substitution in the premises. 
  
 Signature:
                             
  
 Dated:                  
  
 NOTICE: The signature to this assignment must correspond with the name as written upon the
face of the within Note in every particular without alteration or enlargement or any change whatsoever. 
  

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