<PAGE>   1
                                                                   Exhibit 4.1A



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



                                  ALPHARMA INC.


                              --------------------
                                 DEBT SECURITIES







                                    INDENTURE


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





                         DATED AS OF             , 200


                                    [TRUSTEE]
<PAGE>   2
                          PARTIAL CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
INDENTURE SECTION                               TIA SECTION
<S>                                             <C>
         2.05................................   317(b)
         2.06................................   312(a)
         2.11................................   316(a) (last sentence)
         4.05................................   314(a)(4)
         6.03................................   317(a)(1)
         6.04................................   316(a)(1)(B)
         6.06................................   316(a)(1)(A)
         6.07................................   317(a)(1)
         7.01................................   315(a), 315(d)
         7.04................................   315(b)
         7.05................................   313(a)
         7.07................................   310(a), 310(b)
         7.09................................   310(a)(2)
         8.02................................   310(a), 310(b)
         9.04................................   316(c)
         10.01...............................   318(a)
         10.02...............................   313(c)
         10.03...............................   314(c)(1), 314(c)(2)
         10.04...............................   314(e)
</TABLE>


                                      -i-
<PAGE>   3
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
ARTICLE 1 -- DEFINITIONS............................................       1


SECTION 1.01.  Definitions..........................................       1
SECTION 1.02.  Other Definitions....................................       4
SECTION 1.03.  Rules of Construction................................       4


ARTICLE 2 -- THE SECURITIES.........................................       5


SECTION 2.01.  Issuable in Series...................................       5
SECTION 2.02.  Execution and Authentication.........................       7
SECTION 2.03.  Agents...............................................       8
SECTION 2.04.  Bearer Securities....................................       8
SECTION 2.05.  Paying Agent to Hold Money in Trust..................       9
SECTION 2.06.  Securityholder Lists.................................       9
SECTION 2.07.  Transfer and Exchange................................      10
SECTION 2.08.  Replacement Securities...............................      11
SECTION 2.09.  Outstanding Securities...............................      11
SECTION 2.10.  Discounted Debt Securities...........................      11
SECTION 2.11.  Treasury Securities..................................      12
SECTION 2.12.  Global Securities....................................      12
SECTION 2.13.  Temporary Securities.................................      13
SECTION 2.14.  Cancellation.........................................      13
SECTION 2.15.  Defaulted Interest...................................      13


ARTICLE 3 -- REDEMPTION.............................................      14


SECTION 3.01.  Notices to Trustee...................................      14
SECTION 3.02.  Selection of Securities to Be Redeemed...............      14
SECTION 3.03.  Notice of Redemption.................................      14
SECTION 3.04.  Effect of Notice of Redemption.......................      15
SECTION 3.05.  Payment of Redemption Price..........................      16
SECTION 3.06.  Securities Redeemed in Part..........................      16


ARTICLE 4 -- COVENANTS..............................................      17


SECTION 4.01.  Payment of Securities................................      17
</TABLE>


                                      -ii-
<PAGE>   4
<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
SECTION 4.02.  Overdue Interest.....................................      17
SECTION 4.03.  Compliance Certificate...............................      17
SECTION 4.04.  SEC Reports..........................................      17


ARTICLE 5 -- SUCCESSORS.............................................      18


SECTION 5.01.  When Company May Merge, etc..........................      18


ARTICLE 6 -- DEFAULTS AND REMEDIES..................................      18


SECTION 6.01.  Events of Default....................................      18
SECTION 6.02.  Acceleration.........................................      20
SECTION 6.03.  Other Remedies.......................................      20
SECTION 6.04.  Waiver of Past Defaults..............................      21
SECTION 6.05.  Control by Majority..................................      21
SECTION 6.06.  Limitation on Suits..................................      21
SECTION 6.07.  Collection Suit by Trustee...........................      22
SECTION 6.08.  Priorities...........................................      22


ARTICLE 7 -- TRUSTEE................................................      23


Section 7.01.  Certain Duties and Responsibilities..................      23
SECTION 7.02.  Rights of Trustee....................................      23
SECTION 7.03.  Individual Rights of Trustee.........................      24
SECTION 7.04.  Trustee's Disclaimer.................................      25
SECTION 7.05.  Notice of Defaults...................................      25
SECTION 7.06.  Reports by Trustee to Holders........................      25
SECTION 7.07.  Compensation and Indemnity...........................      25
SECTION 7.08.  Replacement of Trustee...............................      26
SECTION 7.09.  Successor Trustee by Merger, etc.....................      27
SECTION 7.10.  Trustee's Capital and Surplus........................      27


ARTICLE 8 -- DISCHARGE OF INDENTURE.................................      28


SECTION 8.01.  Defeasance...........................................      28
SECTION 8.02.  Conditions to Defeasance.............................      28
SECTION 8.03.  Application of Trust Money...........................      30
SECTION 8.04.  Repayment to Company.................................      30
</TABLE>


                                     -iii-
<PAGE>   5
<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                       <C>
ARTICLE 9 -- AMENDMENTS.............................................      30


SECTION 9.01.  Without Consent of Holders...........................      30
SECTION 9.02.  With Consent of Holders..............................      31
SECTION 9.03.  Compliance with Trust Indenture Act..................      32
SECTION 9.04.  Effect of Consents...................................      32
SECTION 9.05.  Notation on or Exchange of Securities................      32
SECTION 9.06.  Trustee Protected....................................      32


ARTICLE 10 -- MISCELLANEOUS.........................................      33


SECTION 10.01.  Trust Indenture Act.................................      33
SECTION 10.02.  Notices.............................................      33
SECTION 10.03.  Certificate and Opinion as to Conditions Precedent..      34
SECTION 10.04.  Statements Required in Certificate or Opinion.......      35
SECTION 10.05.  Rules by Company and Agents.........................      35
SECTION 10.06.  No Lien Created, etc................................      35
SECTION 10.07.  Legal Holidays......................................      35
SECTION 10.08.  No Recourse Against Others..........................      36
SECTION 10.09.  Duplicate Originals.................................      36
SECTION 10.10.  Governing Law.......................................      36
</TABLE>


                                      -iv-
<PAGE>   6
            INDENTURE dated as of ,                   2000 between ALPHARMA
INC., a corporation organized and existing under the laws of the State of
Delaware (hereinafter called the "Company"), and [TRUSTEE] as Trustee
("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 or Paying Agent.

            "AUTHORIZED NEWSPAPER" means a newspaper that is:

            (1) printed in the English language or in an official 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.

            "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.
<PAGE>   7
                                      -2-


            "COMPANY" means the party named as such above until a successor
replaces it and thereafter means the successor.

            "CORPORATE TRUST OFFICE" shall mean an office of the Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of the execution of this Indenture is located at
[TRUSTEE'S ADDRESS], or at any other time at such other address as the Trustee
may designate from time to time by notice to the Holders.

            "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 (as defined below).

            "DISCOUNTED DEBT 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 Securities Resolution as
amended from time to time.

            "LIEN" means mortgage, pledge, security interest or other lien.

            "OFFICER" means the Chairman, any Vice-Chairman, the President, any
Executive or Senior Vice President, any Vice-President, the Treasurer or any
Assistant Treasurer, the Secretary or any Assistant Secretary of the Company.

            "OFFICERS' CERTIFICATE" means a certificate signed by two Officers
of the Company, and delivered to the Trustee.

            "OPINION OF COUNSEL" means a written opinion from legal counsel who
is acceptable to the Trustee, and delivered to the Trustee. The counsel may be
an employee of or counsel to the Company.

            "PERSON" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust,
<PAGE>   8
                                      -3-


unincorporated organization or government or any agency or political subdivision
thereof.

            "PRINCIPAL" of a debt security means the principal of the security
plus the premium, if and when applicable, on the security.

            "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.

            "SECURITIES RESOLUTION" means a resolution authorizing a series
adopted by the Board or by a committee of Officers or an Officer pursuant to
Board delegation.

            "SERIES" means a series of Securities or the Securities of the
series.

            "SUBSIDIARY" of any person means (i) a corporation more than 50% of
the outstanding voting stock of which is owned, directly or indirectly, by such
person or by one or more other Subsidiaries of such person or by such person and
one or more Subsidiaries thereof or (ii) any other person (other than a
corporation) in which such person, or one or more Subsidiaries of such person or
such person and one or more Subsidiaries thereof, directly or indirectly, has at
least a majority ownership and power to direct the policy, management and
affairs thereof.

            "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code Section
77aaa-77bbbb), as amended.

            "TRADING DAY" means each day on which the securities exchange or
quotation system which is used to determine the Market Price is open for trading
or quotation.

            "TRUSTEE" means the party named as such above until a successor
replaces it and thereafter means the successor.

            "TRUST OFFICER" when used with respect to the Trustee, means any
officer assigned to the Corporate Trust Office, having direct responsibility for
the administration of this In-
<PAGE>   9
                                      -4-


denture, and also, with respect to a particular matter, any other officer, to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

            "UNITED STATES" means the United States of America, its territories
and possessions and other areas subject to its jurisdiction.

SECTION 1.02.  Other Definitions.

<TABLE>
<CAPTION>
            TERM                                    DEFINED IN SECTION
<S>                                                 <C>
      "ACTUAL KNOWLEDGE"                                     7.02
      "BANKRUPTCY LAW"                                       6.01
      "CONDITIONAL REDEMPTION"                               3.04
      "CUSTODIAN"                                            6.01
      "LEGAL HOLIDAY"                                       10.06
      "PAYING AGENT"                                         2.03
      "REGISTRAR"                                            2.03
      "TREASURY REGULATIONS"                                 2.04
      "U.S. GOVERNMENT OBLIGATIONS"                          8.02
</TABLE>

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 generally 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
<PAGE>   10
                                      -5-


            (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 Securities
Resolution 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 calculating the
                  interest rate;

            (4)   the date from which interest will accrue;

            (5)   the record dates for interest payable on Registered
                  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 and Paying Agent;

            (10)  the terms of any mandatory or optional redemption by the
                  Company or any third party including any sinking fund;

            (11)  the terms of any redemption at the option of Holders or put by
                  the Holders;

            (12)  the denominations in which Securities are issuable;
<PAGE>   11
                                      -6-


            (13)  whether Securities will be issuable as Registered Securities,
                  Bearer Securities or uncertificated Securities;

            (14)  whether and upon what terms Registered Securities, Bearer
                  Securities and uncertificated 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 currency) 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 Securities 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;

            (22)  the portion of principal payable upon acceleration of a
                  Discounted Debt Security;

            (23)  whether any Events of Default or covenants in addition to or
                  in lieu of those set forth in this Indenture have been added;

            (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.
                  laws; and
<PAGE>   12
                                      -7-


            (27)  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 authentication 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 shall be 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.

            A Security and its coupons shall not be valid until the Security is
authenticated by the manual signature of the Trustee. 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 Securities Resolution.

            Securities may have notations, legends or endorsements required by
law, stock exchange rule, agreement or usage.

            In the event Securities are issued in electronic or other
uncertificated form, such Securities may be validly issued without the
signatures or seal contemplated by this Section 2.02.

            The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Securities. An authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with the Company or
an Affiliate.
<PAGE>   13
                                      -8-


SECTION 2.03.  Agents.

            The Company shall maintain an office or agency where Securities may
be presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Securities may be presented for payment ("Paying Agent").
The Registrar shall keep a register of the Securities and of their transfer and
exchange.

            The Company may appoint more than one Registrar or Paying 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 does not appoint or maintain
a Registrar or Paying Agent for a series, the Trustee shall act as such, except
that the Trustee shall not be responsible for acting as a paying agent with
respect to Bearer Securities nor shall it be responsible for appointing a
Paying Agent outside the U.S.

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 or delivered only
                  outside the United States and will be delivered in connection
                  with its original issuance 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 (including original
                  issue discount) on Bearer Securities 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 Paying Agent
                        because the payments are illegal or prevented by
                        exchange controls as described in Treasury Regulation
                        Section 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.
<PAGE>   14
                                      -9-


            If there is a change in the relevant provisions of U.S. laws or
Treasury Regulations or the judicial or administrative 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 determinations 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 Paying 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.

            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 Registrar, the Company shall furnish
to the Trustee 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 Regis-
<PAGE>   15
                                      -10-


tered Securities and Holders of Bearer Securities whose names are on the list
referred to below.

            The Registrar 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, and 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
Registrar with a request to register a transfer or to exchange them for an equal
principal amount of Registered Securities of other denominations of the same
series, the Registrar shall register the transfer or make the exchange if its
requirements for such transactions are met. To permit registrations of transfer
and exchanges, the Trustee shall authenticate Registered Securities and Bearer
Securities at the Registrar's written request.

            The Registrar 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 Securities 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
Securities or the Securities Resolution if the requirements of the Registrar for
such transactions are met and in the case of the exchange of registered
securities for bearer securities if Section 2.04 permits the exchange.

            The Company may elect not to exchange or register the transfer of
any Security for a period of 15 days before a selection of Securities to be
redeemed.
<PAGE>   16
                                      -11-


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 Security or coupon has been acquired by a protected
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 Security or coupon.

A replacement Security shall have coupons attached corresponding 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 Trustee except for those cancelled 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 protected 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.

SECTION 2.10.  Discounted Debt 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 Debt
<PAGE>   17
                                      -12-


Security 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 Affiliate 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 actually
knows are so owned shall be so disregarded.

SECTION 2.12.  Global Securities.

            If the Securities 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 Company's request, the Trustee shall endorse a
global Security to reflect the amount of any increase or decrease in the
Securities represented thereby.

            The Company may issue a global Security only to a depository
designated by the Company. A depository may transfer a global Security only as a
whole to its nominee or to a successor depository.

            The Securities 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 depository, for any depository
records of beneficial ownership interests or for any transactions between the
depository and beneficial owners.
<PAGE>   18
                                      -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 prepare and the
Trustee shall authenticate definitive Securities in exchange for temporary
Securities.

SECTION 2.14.  Cancellation.

            The Company at any time may deliver Securities to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Securities and coupons surrendered to them for payment, exchange or
registration of transfer. The Trustee shall cancel all Securities or coupons
surrendered for payment, registration of transfer, exchange or cancellation. The
Trustee also will cancel all Bearer Securities and unmatured coupons unless the
Company requests the Trustee to hold the same for redelivery. Any Bearer
Securities so held shall be considered delivered for cancellation under Section
2.09. The Trustee shall dispose of cancelled Securities and coupons in
accordance with its record retention policies in effect at the time or shall
deliver them to the Company upon the written request of the Company.

            Unless the Securities 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 Trustee 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. At least ___ days before the special record
date, the Company shall give the Holders of Registered Securities a notice that
states the record date, payment date and amount of interest to be paid.
<PAGE>   19
                                      -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 Securities Resolution
otherwise provides, in accordance with this Article.

            In the case of a redemption by the Company, the Company 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 45 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 that it is
permitted a credit against such redemption requirement by the terms of the
Securities Resolution and notifies the Trustee of the amount of such 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 Trustee 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 from Securities outstanding
not previously called for redemption by a method the Trustee considers fair and
appropriate. The Trustee shall make the selection from Securities of the series
outstanding not previously called for redemption. 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 before a redemption date, the Company shall mail a
notice of redemption by first-class mail to
<PAGE>   20
                                      -15-


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 Paying Agent to collect the redemption
                  price;

            (5)   that interest on Securities called for redemption ceases to
                  accrue on and after the redemption date;

            (6)   whether the redemption by the Company is mandatory or
                  optional; and

            (7)   whether the redemption is conditional as provided in Section
                  3.04, and if so, the terms of the conditions, and that, if the
                  conditions are not satisfied or are not waived by the Company,
                  the Securities will not be redeemed and such a failure to
                  redeem will not constitute an Event of Default.

            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.

            Except as provided below, 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.
<PAGE>   21
                                      -16-


            A notice of redemption may provide that it is subject to the
occurrence of any event before the date fixed for such redemption as described
in such notice ("Conditional Redemption"), and such notice of Conditional
Redemption shall be of no effect unless all such conditions to the redemption
have occurred on or before such date or have been waived by the Company in its
sole discretion.

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 Company shall pay to the Holder on
the redemption date the redemption 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 Holders 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 missing coupons, the Company will
return the amount so deducted. The Company 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 Trustee
shall authenticate for the Holder and 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.
<PAGE>   22
                                      -17-


                             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 Securities 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 Debt Security) borne by the
series; the Company 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, principal financial officer or principal accounting
officer of the Company, as to the signer's knowledge of the Company's compliance
with all conditions and covenants under this Indenture (determined without
regard to any period of grace or requirement of notice provided herein).

            Any other obligor on the Securities shall also deliver to the
Trustee such a certificate 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 10.04.

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, documents, and other reports (or such portions of the
foregoing as the SEC may prescribe) which the Company is required to file
<PAGE>   23
                                      -18-


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.


                             ARTICLE 5 -- SUCCESSORS


SECTION 5.01.  When Company May Merge, etc.

            Unless the Securities Resolution establishing a series otherwise
provides with respect to that series, the Company shall not consolidate with or
merge into, or transfer all or substantially all of its assets to, any person in
any transaction in which the Company is not the survivor unless:

            (1)   the person is organized under the laws of the United States or
                  a State thereof or is organized under the laws of a foreign
                  jurisdiction and consents to the jurisdiction of the courts of
                  the United States or a State thereof;

            (2)   the person assumes by supplemental indenture all the
                  obligations of the Company under this Indenture, the
                  Securities and any coupons; and

            (3)   immediately after the transaction no Default exists, as set
                  forth in an officer's certificate.

            The successor shall be substituted for the Company, and thereafter
all obligations of the Company under this Indenture, the Securities and any
coupons shall terminate.


                       ARTICLE 6 -- DEFAULTS AND REMEDIES


SECTION 6.01.  Events of Default.

            Unless the Securities Resolution otherwise provides, 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
<PAGE>   24
                                      -19-


                  becomes due and payable and the Default continues for a period
                  of 60 days;

            (2)   the Company defaults in the payment of the principal and
                  premium, if any, of any Securities of the series when the same
                  becomes due and payable at maturity or upon redemption,
                  acceleration or otherwise, and such default shall continue for
                  five or more days;

            (3)   the Company defaults in the payment or satisfaction of any
                  sinking fund obligation with respect to any Securities of the
                  series as required by the Securities Resolution establishing
                  such series and the Default continues for a period of 60 days;

            (4)   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;

            (5)   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;

            (6)   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;
<PAGE>   25
                                      -20-


                  and the order or decree remains unstayed and in effect for 60
                  days; or

            (7)   there occurs 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 (4) is not an Event of Default until the
Trustee or the Holders of at least 33-1/3% 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.

            The failure to redeem any Security subject to a Conditional
Redemption is not an Event of Default if any event on which such redemption is
so conditioned does not occur and is not waived before the scheduled redemption
date.

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 33-1/3% 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 Debt 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
<PAGE>   26
                                      -21-


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 produce 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 permitted by law.

SECTION 6.04.  Waiver of Past Defaults.

            Unless the Securities 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 consent 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 exercising any trust or power conferred on the Trustee,
with respect to the series. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, is unduly prejudicial to
the rights of other Securityholders or if the Trustee shall determine that the
action or direction might involve the Trustee in personal liability.

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 continuing Event
                  of Default on the series;
<PAGE>   27
                                      -22-


            (2)   the Holders of at least 33-1/3% in principal amount of the
                  series make a request to the Trustee to pursue the remedy;

            (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 prejudice the rights
of another Securityholder or to obtain a preference or priority over another
Securityholder.

SECTION 6.07.  Collection Suit by Trustee.

            If an Event of Default in payment of interest, principal or sinking
fund specified in Section 6.01(1), (2) or (3) 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 pursuant to this
Article, it shall pay out the money in the following order:

            First:  to the Trustee for amounts due under Section 7.07;

            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 principal and interest,
      respectively; and

            Third:  to the Company.
<PAGE>   28
                                      -23-



            The Trustee may fix a payment date for any payment to
Securityholders.


                              ARTICLE 7 -- TRUSTEE


Section 7.01.     Certain Duties and Responsibilities.

            The duties and responsibilities of the Trustee shall be as provided
by the Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affect the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

SECTION 7.02.  Rights of Trustee.

            (1)   The Trustee may rely 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.

            (2)   Before the Trustee acts or refrains from acting, it may
                  require an Officers' Certificate and/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.

            (3)   The Trustee may act through agents, attorneys, custodians and
                  nominees and shall not be responsible for the misconduct or
                  negligence of any agent, attorney, custodian or nominee
                  appointed with due care.

            (4)   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 pursuant to Section 6.05.
<PAGE>   29
                                      -24-


            (5)   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
                  satisfactory to it against such loss, liability or expense.

            (6)   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.

            (7)   The Trustee shall have no duty with respect to a Default
                  unless it has actual knowledge of the Default. As used herein,
                  the term "actual knowledge" means the actual fact or statement
                  of knowing, without any duty to make any investigation with
                  regard thereto.

            (8)   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.

            (9)   Any Agent shall have the same rights and be protected to the
                  same extent as if it were Trustee.

            (10)  The Trustee shall not be required to give any bond or surety
                  in respect of the performance of its powers and duties
                  hereunder.

            (11)  The Trustee shall be under no obligation to exercise any of
                  the rights or powers vested in it by this Indenture at the
                  request or direction of any of the Holders pursuant to this
                  Indenture, unless such Holders shall have offered to the
                  Trustee reasonable security or indemnity against the costs,
                  expenses and liabilities which might be incurred by it in
                  compliance with such request or direction;

SECTION 7.03.  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.
<PAGE>   30
                                      -25-


SECTION 7.04.  Trustee's Disclaimer.

            The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Securities or any coupons; 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 other than its
authentication.

SECTION 7.05.  Notice of Defaults.

            If a Default occurs and is continuing on a series and if the Trustee
has actual knowledge of such Default, 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(4) until at least 90 days after it occurs.

SECTION 7.06.  Reports by Trustee to Holders.

            Any report required by TIA Section 313(a) to be mailed to
Securityholders shall be mailed by the Trustee on or before July 15 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 7.07.  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 and hold it harmless against
any loss or liability incurred by it in connection with the acceptance or
administration of the trust or trusts hereunder. The Trustee shall notify the
Company
<PAGE>   31
                                      -26-


promptly of any claim for which it may seek indemnity. The Company shall defend
the claim and the Trustee shall cooperate in the defense. The Trustee may have
separate counsel and the Company shall pay the reasonable fees and expenses of
such counsel. The Company need not pay for any settlement made without its
consent.

            The Company need not reimburse any expense or indemnify against any
loss or liability incurred by the Trustee through negligence or willful
misconduct.

            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.

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(5) or (6) occurs, such expenses and the
compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law.

            The provisions of this Section shall survive any termination or
discharge of this Indenture (including without limitation any termination under
any Bankruptcy Law) and the resignation or removal of the Trustee.

SECTION 7.08.  Replacement of Trustee.

            A resignation or removal of the Trustee and appointment 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 Holders of a
majority in principal amount of the Securities may remove the Trustee by so
notifying the Trustee and may appoint a successor Trustee with the Company's
consent.

            The Company may remove the Trustee if:

            (1)   the Trustee fails to comply with TIA Section 310(a)
                  or Section 310(b) or with Section 7.10;

            (2)   the Trustee is adjudged a bankrupt or an insolvent;
<PAGE>   32
                                      -27-


            (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(5) or (6)
                  occurs with respect to the Trustee.

            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 Section 310(a) or Section
310(b) or with Section 7.10, 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 acceptance 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 retiring Trustee shall
promptly transfer all property held by it as Trustee to the successor Trustee,
subject to the lien provided for in Section 7.07.

SECTION 7.09.  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 7.10.  Trustee's Capital and Surplus.

            The Trustee, or the bank holding company of which the Trustee is a
wholly owned Subsidiary, at all times shall have a combined capital and surplus
of at least $50,000,000 as set
<PAGE>   33
                                      -28-


forth in its most recent published report of financial 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 Securities Resolution otherwise provides, 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 obligations, if any, under any restrictive covenants which may be
applicable to a particular series ("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
Securities of the series are no longer outstanding; thereafter the Company's
obligations in Section 7.07 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 any restrictive covenants which may be
applicable to such series.

            The Trustee upon request shall acknowledge in writing the discharge
of those obligations or restrictions that the Company terminates by defeasance.

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 certificate from a
                  nationally recognized firm of inde-
<PAGE>   34
                                      -29-


                  pendent accountants expressing their opinion that the payments
                  of principal and interest when due on the deposited
                  noncallable 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)   the Company deliver to the Trustee an Officers' Certificate
                  stating that immediately after the deposit no Default exists;

            (4)   the Company deliver an Officers' Certificate stating that 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 Section 310(a) or Section 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; and

            (7)   91 days pass after the deposit is made and during the 91-day
                  period no Default specified in Section 6.01(5) or (6) 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 obligations of (i) the
United States or (ii) an agency or instrumentality of the United States, the
payment of which is unconditionally guaranteed by the United States, which, in
either case, 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.
<PAGE>   35
                                      -30-



SECTION 8.03.  Application of Trust Money.

            The Trustee shall hold in trust money or U.S. Government 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
accordance 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
written 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 and all liability of the Trustee and Paying Agent with respect to such
money shall cease.


                             ARTICLE 9 -- AMENDMENTS


SECTION 9.01.  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 Section 5.01(2).

            (3)   to provide that specific provisions of this Indenture shall
                  not apply to a series not previously issued;

            (4)   to create a series and establish its terms;

            (5)   to provide for a separate Trustee for one or more series; or
<PAGE>   36
                                      -31-


            (6)   to make any change that does not materially adversely affect
                  the rights of any Securityholder.

SECTION 9.02.  With Consent of Holders.

            Unless the Securities Resolution otherwise provides, the Company and
the Trustee may amend this Indenture, the Securities 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,
without 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 Debt Security or
                  reduce the amount of principal of any Discounted Debt Security
                  that would be due upon an acceleration thereof;

            (5)   change the currency in which principal or interest on a
                  Security is payable;

            (6)   make any change that materially adversely affects the right to
                  convert any Security; or

            (7)   make any change in Section 6.04 or 9.02, except to increase
                  the amount of Securities whose Holders 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 consent to the substance thereof.
<PAGE>   37
                                      -32-


SECTION 9.03.  Compliance with Trust Indenture Act.

            Every amendment pursuant to Section 9.01 or 9.02 shall be set forth
in a supplemental indenture (except any amendment pursuant to Section 9.01(4),
which may be set forth in a Securities Resolution) that complies with the TIA.

            If a provision of the TIA requires or permits a provision of this
Indenture and the TIA provision is amended, then the Indenture provision shall
be automatically amended to like effect.

SECTION 9.04.  Effect of Consents.

            An amendment or waiver becomes effective in accordance 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 subsequent 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 determination 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 9.05.  Notation on or Exchange of Securities.

            The Company may place an appropriate notation about an amendment or
waiver on any Security thereafter authenticated. The Company may issue in
exchange for affected Securities and the Trustee shall authenticate new
Securities that reflect the amendment or waiver.

SECTION 9.06.  Trustee Protected.

            The Trustee need not sign any supplemental indenture that adversely
affects its rights. The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel and an Officers' Certificate
each stating that the execution of any amendment or supplement or waiver
authorized pursuant to this Article is authorized or permitted
<PAGE>   38
                                      -33-


by this Indenture, and that such amendment or supplement or waiver constitutes
the legal, valid and binding obligation of the Company.


                           ARTICLE 10 -- MISCELLANEOUS


SECTION 10.01.  Trust Indenture Act.

            The provisions of TIA Sections 310 through 317 that impose
duties on any person (including the provisions automatically deemed included
herein unless expressly excluded by this Indenture) are a part of and govern
this Indenture, whether or not expressly set forth 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. If any provision of this Indenture
modifies or excludes any provision of the TIA that may be so modified or
excluded, the latter provision shall be deemed to apply to this Indenture as so
modified or excluded, as the case may be.

SECTION 10.02.  Notices.

            Any notice by one party to another is duly given if in writing and
delivered in person, sent by facsimile transmission confirmed by mail or mailed
by first-class mail to the other's address shown below:

                  Company:

                  Alpharma Inc.
                  One Executive Drive
                  Fort Lee, New Jersey  07024
                  Fax:  (201) 947-5541

                  Trustee:

                  [ADDRESS OF TRUSTEE]

            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 Registrar or on the list referred to in
Section 2.06. Failure to mail a no-
<PAGE>   39
                                      -34-


tice 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 published 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 it deems necessary. 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 10.03.  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 precedent, if any, provided for in
                  this Indenture relating to the proposed action have been
                  complied with; and

            (2)   an Opinion of Counsel stating that, in the opinion of such
                  counsel, all such conditions precedent have been complied
                  with.
<PAGE>   40
                                      -35-


SECTION 10.04.  Statements Required in Certificate or Opinion.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

            (1)   a statement that the person making such certificate 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 certificate 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
                  covenant 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 10.05.  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 10.06.  No Lien Created, etc.

            Except as provided in Section 7.07, this Indenture and the
Securities do not create a Lien, charge or encumbrance on any property of the
Company or any Subsidiary.

SECTION 10.07.  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 Securities Resolution establishing a series
otherwise provides with respect to Securities of the series, payment may be made
at that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.
<PAGE>   41
                                      -36-


SECTION 10.08.  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 10.09.  Duplicate Originals.

            The parties may sign any number of copies of this Indenture. One
signed copy is enough to prove this Indenture.

SECTION 10.10.  Governing Law.

            The laws of the State of New York shall govern this Indenture, the
Securities and any coupons, unless federal law governs.
<PAGE>   42



                                       S-1



                                   SIGNATURES


Dated:            ,                 ALPHARMA INC.



                                    By_______________________________________
                                       Name:
                                       Title:



Dated:           ,                  [TRUSTEE]


                                    By_______________________________________
                                       Name:
                                       Title:
<PAGE>   43
                                    EXHIBIT A

                          A Form of Registered Security


No.                                                             $


                                  ALPHARMA INC.
                               [Title of Security]


Alpharma Inc.
promises to pay to

or registered assigns
the principal sum of                         Dollars on             ,

Interest Payment Dates:
           Record Dates:

                                          Dated:

                                          ALPHARMA INC.


                                       by

                                   (SEAL)_____________________________________

Authenticated:                            Chairman of the Board

[Name of Trustee], as
  Trustee

By

_____________________                     ____________________________________
Authorized Signature                      Vice President


                                      A-1
<PAGE>   44
                                  ALPHARMA INC.
                               [Title of Security]
                      [Explanatory Notes follow Exhibit B]

1.    INTEREST.(1)

            Alpharma Inc. ("Company"), a corporation organized and existing
            under the laws of the State of Delaware, promises to pay interest on
            the principal amount of this Security at the rate per annum shown
            above. The Company will pay interest on           and           of
            each year commencing               , 2000. 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             ,
            2000. 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
            provided in the Indenture. Holders must surrender Securities to a
            Paying Agent to collect principal payments. 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.    AGENTS.

            Initially,                          Attention:               , will
            act as Paying Agent and Registrar. The Company may change any Paying
            Agent or Registrar without notice or provide for more than one such
            agent. The Company or any Affiliate may act in any such capacity.

4.    INDENTURE.

            The Company issued the securities of this series ("Securities")
            under an Indenture dated as of


                                      A-2
<PAGE>   45
                            ,            ("Indenture") between the Company and
                                ("Trustee"). The terms of the Securities include
            those stated in the Indenture and in the Securities Resolution
            creating the Securities and those made part of the Indenture by the
            Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb), as
            amended. Securityholders are referred to the Indenture, the
            Securities 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 subtracting 100% of the principal
            amount (excluding premium) 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 so 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


                                      A-3
<PAGE>   46
            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 mailed at least 30 days before the
            redemption date to each holder of Securities to be redeemed at his
            registered address.

            A notice of redemption may provide that it is subject to the
            occurrence of any event before the date fixed for such redemption as
            described in such notice ("Conditional Redemption") and such notice
            of Conditional Redemption shall be of no effect unless all such
            conditions to the redemption have occurred before such date or have
            been waived by the Company.

9.    DENOMINATIONS, TRANSFER, EXCHANGE.

            The Securities are in registered form without coupons in
            denominations of $1,0008 and whole multiples of $1,000. The transfer
            of Securities may be registered and Securities may be exchanged as
            provided in the Indenture. The Trustee 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 Trustee 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.

10.   PERSONS DEEMED OWNERS.

            The registered holder of a Security may be treated as its owner for
            all purposes.

11.   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.(9) Subject to certain exceptions, a default on a series


                                      A-4
<PAGE>   47
            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 Company obligations to Securityholders; or to make any
            change that does not materially adversely affect the rights of any
            Securityholder.

12.   RESTRICTIVE COVENANTS.(10)

            The Securities are unsecured general obligations of the Company
            limited to $        principal amount. The Indenture does not limit
            other unsecured debt.

13.   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.

14.   DEFEASANCE PRIOR TO REDEMPTION OR MATURITY.(11)

            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.   DEFAULTS AND REMEDIES.

            An Event of Default(12) includes: default for 60 days in payment of
            interest on the Securities; default in payment of principal on the
            Securities; default for 60 days in payment or satisfaction of any
            sinking fund obligation; 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
            bankruptcy or insolvency; and


                                      A-5
<PAGE>   48
            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 33-1/3% in principal amount of the Securities may declare
            the principal(13) 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 withholding notice is in their interests. The
            Company must furnish an annual compliance certificate to the
            Trustee.

16.   TRUSTEE DEALINGS WITH COMPANY.

                              , the Trustee under the Indenture, 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 the Company or its Affiliates, as if it were
            not Trustee.

17.   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 Security waives and
            releases all such liability. The waiver and release are part of the
            consideration for the issue of the Securities.

18.   AUTHENTICATION.

            This Security shall not be valid until authenticated by a manual
            signature of the Registrar.


                                       A-6
<PAGE>   49
19.   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 entirety), 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 SECURITIES RESOLUTION WHICH
CONTAINS THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:
ALPHARMA INC., ONE EXECUTIVE DRIVE, FORT LEE, NEW JERSEY 07024, ATTENTION:
TREASURER.


                                      A-7
<PAGE>   50
                                    EXHIBIT B

                            A Form of Bearer Security


No.                                                            $

                                  ALPHARMA INC.
                               [Title of Security]
                     [Explanatory Notes follow            ]


Alpharma Inc.
promises to pay to bearer

the principal sum of          Dollars on       ,

Interest Payment Dates:

                                          Dated:


                                          ALPHARMA INC.


                              (SEAL)      by

Authenticated:                            ________________________________
                                          Chairman of the Board
[Name of Trustee], as
  Trustee

By

____________________________              ________________________________
Authorized Signature                      Vice President


                                      B-1
<PAGE>   51
                                  ALPHARMA INC.
                               [Title of Security]


1.    INTEREST.(1)

            Alpharma Inc. ("Company"), a corporation organized and existing
            under the laws of the State of Delaware, 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 on         and of
            each year commencing          , 2000. 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         , 2000. 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 payments. 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.    AGENTS.

            Initially,                    , Attention:                    , will
            act as Paying Agent and Registrar. The Company may change any Paying
            Agent or Registrar without notice or provide for more than one such
            agent. The Company or any Affiliate may act in any such capacity.

4.    INDENTURE.

            The Company issued the securities of this series ("Securities")
            under an Indenture dated as of        ,      ("Indenture") between
            the Company and           ("Trustee"). The terms of the Securities
            include those stated in the Indenture and the Securities Resolution
            and those made part of the Indenture by the Trust Indenture Act of
            1939 (15 U.S.


                                      B-2
<PAGE>   52
            Code Sections 77aaa-77bbbb), as amended. Securityholders are
            referred to the Indenture, the Securities 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 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 subtracting 100% of the principal amount (excluding
            premium) 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 so 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.


                                      B-3
<PAGE>   53
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 outside the
            United States at least 30 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.

            A notice of redemption may provide that it is subject to the
            occurrence of any event before the date fixed for such redemption as
            described in such notice ("Conditional Redemption") and such notice
            of Conditional Redemption shall be of no effect unless all such
            conditions to the redemption have occurred before such date or have
            been waived by the Company.

9.    DENOMINATIONS, TRANSFER, EXCHANGE.

            The Securities are in bearer form with coupons in denominations of
            $5,0008 and whole multiples of $5,000. The Securities may be
            transferred by delivery and exchanged as provided in the Indenture.
            Upon an exchange, the Trustee 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 Trustee need not exchange
            any Security or portion of a Security selected for redemption. Also,
            it need not exchange any Securities for a period of 15 days before a
            selection of Securities to be redeemed.

10.   PERSONS DEEMED OWNERS.

            The holder of a Security or coupon may be treated as its owner for
            all purposes.

11.   AMENDMENTS AND WAIVERS.

            Subject to certain exceptions, the Indenture or the Securities may
            be amended with the consent of the


                                      B-4
<PAGE>   54
            holders of a majority in principal amount of the securities of all
            series affected by the amendment.9 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 Company obligations to Securityholders; or to make any
            change that does not materially adversely affect the rights of any
            Securityholder.

12.   RESTRICTIVE COVENANTS.(10)

            The Securities are unsecured general obligations of the Company
            limited to $            principal amount. The Indenture does not
            limit other unsecured debt.

13.   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.

14.   DEFEASANCE PRIOR TO REDEMPTION OR MATURITY.(11)

            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 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.   DEFAULTS AND REMEDIES.

            An Event of Default(12) includes: default for 60 days in payment of
            interest on the Securities; default in payment of principal on the
            Securities; default for 60 days in payment or satisfaction of any
            sinking


                                      B-5
<PAGE>   55
            fund obligation; 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 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 33-1/3% in principal amount of the
            Securities may declare the principal(13) 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
            withholding notice is in their interests. The Company must furnish
            annual compliance certificates to the Trustee.

16.   TRUSTEE DEALINGS WITH COMPANY.

                             , the Trustee under the Indenture, 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 the Company or its Affiliates, as if it were
            not Trustee.

17.   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 Security waives and
            releases all such liability. The waiver and release are part of the
            consideration for the issue of the Securities.


                                      B-6
<PAGE>   56
18.   AUTHENTICATION.

            This Security shall not be valid until authenticated by a manual
            signature of the Registrar.

19.   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 entirety), 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 SECURITIES RESOLUTION WHICH
CONTAINS THE TEXT OF THIS SECURITY IN LARGER TYPE. REQUESTS MAY BE MADE TO:
ALPHARMA INC., ONE EXECUTIVE DRIVE, FORT LEE, NEW JERSEY 07024, ATTENTION:
TREASURER.


                                      B-7
<PAGE>   57
                                [FACE OF COUPON]

                                                                ...............
                                                                [$]............
                                                                Due............


                                  ALPHARMA INC.

                               [Title of Security]

            Unless the Security attached to this coupon has been called for
redemption, Alpharma Inc. (the "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 Company has
replaced such Agent. Payment may be made by check. This coupon represents
months' interest.

                                    ALPHARMA INC.


                                    By_______________________________________


                               [REVERSE OF COUPON]

                                  PAYING AGENTS


                                      B-8
<PAGE>   58
                            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. A restriction on redemption or refunding or any provision
        applicable to its redemption other may be added.

(4)     Such provisions as are applicable, if any.

(5)     If the Security is a Discounted Debt 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. Insert additional or different denominations and terms as
        appropriate.

(9)     If different terms apply, insert a brief summary thereof.

(10)    If applicable. If additional or different covenants apply, insert a
        brief summary thereof.

(11)    If applicable. If different defeasance terms apply, insert a brief
        summary thereof.

(12)    If additional or different Events of Default apply, insert a brief
        summary thereof.

(13)    If the Security is a Discounted Debt Security, set forth the amount due
        and payable upon an Event of Default.

Note:   U.S. tax law may require certain legends on Discounted Debt and Bearer
        Securities.


                                       1
<PAGE>   59
                                    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