<PAGE>
 
================================================================================



                             THE MEAD CORPORATION

                                      TO

                      THE FIRST NATIONAL BANK OF CHICAGO

                                    Trustee



                             _____________________

                                   INDENTURE

                         Dated as of February 1, 1993

                             _____________________




================================================================================
<PAGE>
 
                               TABLE OF CONTENTS

                                                          Page
                                                          ----

PARTIES..................................................  1
RECITALS OF THE COMPANY..................................  1


                                  ARTICLE ONE
                                  -----------

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

Section 101.       Definitions:..........................  1
                   Act...................................  2
                   Affiliate.............................  2
                   Appraised Value.......................  2
                   Attributable Debt.....................  2
                   Authenticating Agent..................  2
                   Authorized Newspaper..................  2
                   Bearer Security.......................  3
                   Board of Directors....................  3
                   Board Resolution......................  3
                   Business Day..........................  3
                   CEDEL S.A.............................  3
                   Commission............................  3
                   Company...............................  3
                   Company Request; Company Order........  3
                   Consolidated Shareholders' Equity.....  4
                   Corporate Trust Office................  4
                   Corporation...........................  4
                   Coupon................................  4
                   Defaulted Interest....................  4
                   Depositary............................  4
                   Defaulted Currency....................  4
                   Dollar; $.............................  4
                   ECU...................................  4
                   Euro-clear............................  4
                   European Communities..................  4
                   Event of Default......................  4
                   Exchange Rate.........................  5
                   Exempted Indebtedness.................  5
                   Experts...............................  5
                   Foreign Currency......................  5
                   Global Security.......................  5
                   Holder................................  5
                   Indenture.............................  5
                   Interest..............................  6
                   Interest Payment Date.................  6
                   Maturity..............................  6
                   Officers' Certificate.................  6

___________

NOTE:  This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.


<PAGE>
 
<TABLE> 
<CAPTION> 


                                                           Page
                                                           ----
<S>             <C>                                        <C>  
                Opinion of Counsel.........................  6
                Original Issue Discount Security...........  6
                Outstanding................................  6
                Paying Agent...............................  7
                Person.....................................  7
                Place of Payment...........................  7
                Predecessor Security.......................  8
                Principal Property.........................  8
                Redemption Date............................  8
                Redemption Price...........................  8
                Registered Security........................  8
                Regular Record Date........................  8
                Securities.................................  8
                Security Register and Security
                 Registrar.................................  8
                Special Record Date........................  8
                Stated Maturity............................  9
                Subsidiary.................................  9
                Trustee....................................  9
                Trust Indenture Act........................  9
                United States..............................  9
                United States Alien........................  9
                U.S. Government Obligations................  9
                Vice President.............................  9

Section 102.    Compliance Certificates and Opinions....... 10
Section 103.    Form of Documents Delivered to Trustee..... 10
Section 104.    Acts of Holders; Record Dates.............. 11
Section 105.    Notices, Etc., to Trustee and Company...... 13
Section 106.    Notice to Holders; Waiver.................. 14
Section 107.    Conflict with Trust Indenture Act.......... 15
Section 108.    Effect of Headings and
                 Table of Contents......................... 15
Section 109.    Successors and Assigns..................... 15
Section 110.    Separability Clause........................ 15
Section 111.    Benefits of Indenture...................... 15
Section 112.    Governing Law.............................. 16
Section 113.    Legal Holidays............................. 16
</TABLE> 
____________

NOTE:  This table of contents shall not, for any purpose, be deemed to be a part
of the Indenture.

                                      ii
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                           Page
                                                                           ----

                                  ARTICLE TWO
                                  -----------

                                SECURITY FORMS

<S>            <C>                                                         <C>  
Section 201.   Forms Generally............................................   16
Section 202.   Form of Face of Security...................................   17
Section 203.   Form of Reverse of Security................................   19
Section 204.   Form of Trustee's Certificate of Authentication............   23


                                 ARTICLE THREE
                                 -------------

                                THE SECURITIES

Section 301.   Amount Unlimited; Issuable in Series.......................   23
Section 302.   Denominations..............................................   26
Section 303.   Execution, Authentication, Delivery and Dating.............   26
Section 304.   Temporary Securities.......................................   30
Section 305.   Registration, Registration of Transfer and Exchange........   33
Section 306.   Mutilated, Destroyed, Lost and Stolen Securities...........   37
Section 307.   Payment of Interest; Interest Rights Preserved.............   38
Section 308.   Persons Deemed Owners......................................   40
Section 309.   Cancellation...............................................   41
Section 310.   Computation of Interest....................................   41
Section 311.   Certification by a Person Entitled to Delivery of Bearer
                 Security.................................................   41
Section 312.   Judgments..................................................   41


                                 ARTICLE FOUR
                                 ------------

                          SATISFACTION AND DISCHARGE

Section 401.   Satisfaction and Discharge of Indenture....................   42
Section 402.   Application of Trust Money.................................   43
</TABLE> 

-------------
NOTE: This table of contents shall not, for any purpose, be deemed to be a part 
of the Indenture.

                                      iii
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                           Page
                                                                           ----

                                 ARTICLE FIVE
                                 ------------

                                   REMEDIES

<S>           <C>                                                         <C> 
Section 501.   Events of Default..........................................   44
Section 502.   Acceleration of Maturity; Rescission and Annulment.........   46
Section 503.   Collection of Indebtedness and Suits for Enforcement by
                 Trustee..................................................   47
Section 504.   Trustee May File Proofs of Claim...........................   48
Section 505.   Trustee May Enforce Claims Without Possession of Securities   48
Section 506.   Application of Money Collected.............................   49
Section 507.   Limitation on Suits........................................   50
Section 508.   Unconditional Right of Holders to Receive Principal,
                 Premium and Interest.....................................   51
Section 509.   Restoration of Rights and Remedies.........................   51
Section 510.   Rights and Remedies Cumulative.............................   51
Section 511.   Delay or Omission Not Waiver...............................   52
Section 512.   Control by Holders.........................................   52
Section 513.   Waiver of Past Defaults....................................   53
Section 514.   Undertaking for Costs......................................   53
Section 515.   Waiver of Stay or Extension Laws...........................   53


                                  ARTICLE SIX
                                  -----------

                                  THE TRUSTEE

Section 601.   Certain Duties and Responsibilities........................   54
Section 602.   Notice of Defaults.........................................   54
Section 603.   Certain Rights of Trustee..................................   54
Section 604.   Not Responsible for Recitals or Issuance of Securities.....   56
Section 605.   May Hold Securities........................................   56
Section 606.   Money Held in Trust........................................   56
Section 607.   Compensation and Reimbursement.............................   56
Section 608.   Disqualification; Conflicting Interests....................   57
Section 609.   Corporate Trustee Required; Eligibility....................   57
</TABLE> 

-----------
NOTE: This table of contents shall not, for any purpose, be deemed to be a part 
of the Indenture.

                                      iv
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                           Page
                                                                           ----
<S>            <C>                                                         <C> 
Section 610.   Resignation and Removal; Appointment of Successor..........   57
Section 611.   Acceptance of Appointment by Successor.....................   59
Section 612.   Merger, Conversion, Consolidation or Succession to       
                 Business.................................................   60 
Section 613.   Preferential Collection of Claims Against Company..........   61
Section 614.   Appointment of Authenticating Agent........................   61


                                ARTICLE SEVEN
                                -------------

              HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.   Company to Furnish Trustee Names and Addresses of Holders..   63
Section 702.   Preservation of Information; Communications to Holders.....   63
Section 703.   Reports by Trustee.........................................   64
Section 704.   Reports by Company.........................................   64


                                 ARTICLE EIGHT
                                 -------------

             CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

Section 801.   Company May Consolidate, Etc., Only on Certain Terms.......   65
Section 802.   Successor Substituted......................................   66



                                 ARTICLE NINE
                                 ------------

                            SUPPLEMENTAL INDENTURES

Section 901.   Supplemental Indentures Without Consent of Holders.........   67
Section 902.   Supplemental Indentures with Consent of Holders............   68
Section 903.   Execution of Supplemental Indentures.......................   70
Section 904.   Effect of Supplemental Indentures..........................   70
Section 905.   Conformity with Trust Indenture Act........................   70
</TABLE> 

---------------
NOTE: This table of contents shall not, for any purpose, be deemed to be a part 
of the Indenture.

                                       v
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                           Page
                                                                           ----
<S>            <C>                                                         <C> 
Section 906.   Reference in Securities to Supplemental Indentures.........   70


                                  ARTICLE TEN
                                  -----------

                                   COVENANTS

Section 1001.  Payment of Principal, Premium and Interest.................   70
Section 1002.  Maintenance of Office or Agency............................   71
Section 1003.  Money for Securities Payments to Be Held in Trust..........   72
Section 1004.  Corporate Existence........................................   74
Section 1005.  Maintenance of Properties..................................   74
Section 1006.  Limitation on Liens........................................   74
Section 1007.  Limitation on Sale and Lease-Back..........................   76
Section 1008.  Statement by Officers as to Default........................   77
Section 1009.  Waiver of Certain Covenants................................   77
Section 1010.  Payment of Additional Amounts..............................   77


                                ARTICLE ELEVEN
                                --------------

                           REDEMPTION OF SECURITIES

Section 1101.  Applicability of Article...................................   78
Section 1102.  Election to Redeem; Notice to Trustee......................   78
Section 1103.  Selection by Trustee of Securities to Be Redeemed..........   79
Section 1104.  Notice of Redemption.......................................   79
Section 1105.  Deposit of Redemption Price................................   80
Section 1106.  Securities Payable on Redemption Date......................   80
Section 1107.  Securities Redeemed in Part................................   81


                                ARTICLE TWELVE
                                --------------

                                 SINKING FUNDS

Section 1201.  Applicability of Article...................................   82
</TABLE> 

--------------
NOTE: This table of contents shall not, for any purpose, be deemed to be a part 
of the Indenture.

                                      vi
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                           Page
                                                                           ----
<S>            <C>                                                         <C> 
Section 1202.  Satisfaction of Sinking Fund Payments with Securities......   82
Section 1203.  Redemption of Securities for Sinking Fund..................   83


                               ARTICLE THIRTEEN
                               ----------------

                      DEFEASANCE AND COVENANT DEFEASANCE

Section 1301.  Applicability of Article; Company's Option to Effect
                 Defeasance or Covenant Defeasance........................   83
Section 1302.  Defeasance and Discharge...................................   83
Section 1303.  Covenant Defeasance........................................   84
Section 1304.  Conditions to Defeasance and Covenant Defeasance...........   84
Section 1305.  Deposited Money and U.S. Government Obligations to be Held
                 in Trust; Other Miscellaneous Provisions.................   87


                               ARTICLE FOURTEEN
                               ----------------

                              MEETINGS OF HOLDERS

Section 1401.  Purposes of Which Meetings May be Called...................   87
Section 1402.  Call, Notice and Place of Meetings.........................   88
Section 1403.  Persons Entitled to Vote at Meetings.......................   88
Section 1404.  Quorum; Action.............................................   88
Section 1405.  Determination of Voting Rights; Conduct and Adjournment of
                 Meetings.................................................   90
Section 1406.  Counting Votes and Recording Action of Meetings............   91


TESTIMONIUM...............................................................   92
SIGNATURES AND SEAL.......................................................   93
ACKNOWLEDGMENTS...........................................................   93
</TABLE> 

--------------
NOTE: This table of contents shall not, for any purpose, be deemed to be a part 
of the Indenture.

                                      vii
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                           Page
                                                                           ----
<S>                                                                        <C> 
EXHIBIT A.................................................................   94 
EXHIBIT B.................................................................   96
</TABLE> 

-------------
NOTE: This table of contents shall not, for any purpose, be deemed to be a part 
of the Indenture.

                                     viii
<PAGE>
 

                             THE MEAD CORPORATION 
                Certain Sections of this Indenture relating to 
                 Sections 310 through 318, inclusive, of the 
                         Trust Indenture Act of 1939:

<TABLE> 
<CAPTION> 
Trust Indenture
Act Section                                          Indenture Section
<S>                                                  <C>  
(S)   310(a)(1)                                      609
         (a)(2)                                      609
         (a)(3)                                      Not Applicable
         (a)(4)                                      Not Applicable
         (b)                                         608
                                                     610
(S)   311(a)                                         613
         (b)                                         613
(S)   312(a)                                         701
                                                     702(a)
         (b)                                         702(b)
         (c)                                         702(c)
(S)   313(a)                                         703(a)
         (b)                                         703(a)
         (c)                                         703(a)
         (d)                                         703(b)
(S)   314(a)                                         704
         (a)(4)                                      101
                                                     1004
         (b)                                         Not Applicable
         (c)(1)                                      102
         (c)(2)                                      102
         (c)(3)                                      Not Applicable
         (d)                                         Not Applicable
         (e)                                         102
(S)   315(a)                                         601
         (b)                                         602
         (c)                                         601
         (d)                                         601
         (e)                                         514
(S)   316(a)                                         101
         (a)(1)(A)                                   502
                                                     512
         (a)(1)(B)                                   513
         (a)(2)                                      Not Applicable
         (b)                                         508
         (c)                                         104(c)
(S)   317(a)(1)                                      503
         (a)(2)                                      504
         (b)                                         1003
(S)   318(a)                                         107
</TABLE> 

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

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be a
part of the Indenture.
<PAGE>
 
     INDENTURE, dated as of February 1, 1993, between THE MEAD CORPORATION, a
corporation duly organized and existing under the laws of the State of Ohio
(herein called the "Company"), having its principal office at Courthouse Plaza
Northeast, Dayton, Ohio 45463, and The First National Bank of Chicago, a
national banking association duly organized and existing under the laws of the
United States of America as Trustee (herein called the "Trustee").


                            RECITALS OF THE COMPANY

     The Company has duly authorized the execution and delivery of this
Indenture to provide for the issuance from time to time of its unsecured
debentures, notes or other evidences of indebtedness (herein called the
"Securities"), to be issued in one or more series as in this Indenture provided.

     All things necessary to make this Indenture a valid agreement of the
Company, in accordance with its terms, have been done.


                  NOW, THEREFORE, THIS INDENTURE WITNESSETH:

     For and in consideration of the premises and the purchase of the Securities
by the Holders thereof, it is mutually agreed, for the equal and proportionate
benefit of all Holders of the Securities or of series thereof, as follows:


                                  ARTICLE ONE

                       Definitions and Other Provisions
                            of General Application

Section 101. Definitions.
             -----------

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

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

     (2) all other terms used herein which are defined in the Trust Indenture
     Act, either directly or by reference therein, have the meanings assigned to
     them therein;

     (3) all accounting terms not otherwise defined herein have the meanings
     assigned to them in accordance with generally accepted accounting
     principles, and, except as otherwise herein expressly provided, the term
     "generally accepted accounting principles" with respect to any computation
     required or permitted hereunder shall mean such accounting principles as
     are generally accepted at the date of such computation; and

<PAGE>
 

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

     Certain terms, used principally in Article Six, are defined in that
Article.

     "Act," when used with respect to any Holder, has the meaning specified in
Section 104.

     "Affiliate" means any Person, other than a Subsidiary, in which the Company
and/or any Subsidiary at any time owns, directly or indirectly, an aggregate of
at least 50% of the voting stock.

     "Appraised Value" means the fair market value as determined on the
appraisal date or dates by an "expert" acceptable to the Trustee and the
Company. The term "Appraisal Date" as used in this paragraph shall mean: (a) the
date or dates on which the appraisals conducted during 1989 were completed,
which appraisals were finalized on November 2, 1989; and (b) thereafter, such
later date or dates, if any, which is five years after the last previous
appraisal date under this Indenture, provided that the Company may, at its
option by thirty days' written notice to the Trustee, fix any appraisal date at
any date which is not less than two and one-half years nor more than five years
after the last previous appraisal date under this Indenture.

     "Attributable Debt" means, as to any particular lease entered into after
the date hereof under which any Person is at the time liable and at any date as
of which the amount thereof is to be determined, the total net amount of rent
required to be paid by such Person under such lease during the remaining term
thereof, discounted from the respective due dates thereof to such date at a rate
equal to the weighted average of the interest rates borne by the Securities. The
net amount of rent required to be paid under any such lease for any such period
shall be the aggregate amount of the rent payable by the lessee with respect to
such period after excluding amounts required to be paid on account of
maintenance and repairs, insurance, taxes, assessments, water and utility rates
and similar charges. In the case of any lease which is terminable by the lessee
upon the payment of a penalty, such net amount shall also include the amount of
such penalty, but no rent shall be considered as required to be paid under such
lease subsequent to the first date upon which it may be so terminated.

     "Authenticating Agent" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.

     "Authorized Newspaper" means a newspaper in an official language of the
country of publication or in the English language, in either case customarily
published on each Business Day, whether

                                      2 
<PAGE>

or not published on Saturdays, Sundays or holidays, and of general circulation
in the place in connection with which the term is used or in the financial
community of such place. Where successive publications are required to be made
in Authorized Newspapers, the successive publications may be made in the same or
in different newspapers in the same city meeting the foregoing requirements and
in each case on any Business Day.

     "Bearer Security" means any Security in the form of bearer securities
established pursuant to Section 201 that is payable to bearer.

     "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

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

     "Business Day" when used with respect to any Place of Payment or any other
particular location referred to in the Indenture or in the Securities, means,
except as may otherwise be provided in the form of Securities of any particular
series pursuant to the provisions of this Indenture, each Monday, Tuesday,
Wednesday, Thursday and Friday which is not a day on which banking institutions
in that Place of Payment are authorized or obligated by law to close.

     "CEDEL S.A." means Centrale de Livraison de Valeurs Mobilieres S.A.

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

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

     "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.
                                                    
                                       3
<PAGE>
 

     "Consolidated Shareholders' Equity" means the sum of the consolidated
shareholders' equity of the Company and its consolidated subsidiaries, as shown
on the most recent audited consolidated balance sheet of the Company plus 75% of
the excess of the "Appraised Value" (as herein defined) of all timberlands owned
by the Company and its Subsidiaries over the book value thereof.

     "Corporate Trust Office" means the principal office of the Trustee in
Chicago, Illinois at which at any particular time its corporate trust business
shall be administered.

     "Corporation" includes corporations, associations, companies, joint-stock
companies or business trusts.

     The term "coupon" means any interest coupon appertaining to a Bearer
Security.

     "Defaulted Interest" has the meaning specified in Section 307.

     "Depositary" means, with respect to the Securities of any series issuable
or issued in whole or in part in the form of one or more Global Securities, the
Person designated as Depositary by the Company pursuant to Section 301 until a
successor Depositary shall have become such pursuant to the applicable
provisions of this Indenture, and thereafter "Depositary" shall mean or include
each Person who is then a Depositary hereunder, and if at any time there is more
than one such Person, "Depositary" as used with respect to the Securities of any
such series shall mean the Depositary with respect to the Securities of that
series.

     "Designated Currency" has the meaning specified in Section 312.

     "Dollar" or "$" means the coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debts.

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

     "Euro-clear" means Morgan Guaranty Trust Company of New York, Brussels
office, or its successor as operator of the Euro-clear System.

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

     "Event of Default" has the meaning specified in Section 501.

                                       4
<PAGE>
 
 
     "Exchange Rate" means the exchange rate set forth in the Officers'
Certificate or supplemental indenture establishing a series of Securities
pursuant to Section 301.

     "Exempted Indebtedness" means, as of any particular time, the sum of (i)
the aggregate principal amount of all then outstanding indebtedness for money
borrowed of the Company and Subsidiaries issued, assumed or guaranteed directly
or indirectly after the date of this Indenture and secured by any mortgage,
security interest, pledge, lien or other encumbrance other than those permitted
by paragraph (a) of Section 1006 and (ii) all Attributable Debt in respect of
Sale and Lease-Back Transactions (as defined in Section 1007) incurred after the
date of this Indenture and at such time outstanding other than that permitted
pursuant to paragraph (a) of Section 1007.

     "Experts," except as otherwise herein specifically provided, the engineer,
appraiser, accountant, counsel or other person giving any opinion, certificate,
audit or report provided for herein shall be selected by the Board of Directors
and shall not be disqualified by reason of his regular employment or retention
by the Company, but in all cases such selection of the Board of Directors must
be acceptable to the Trustee. In any case, more than one person of the
designated class may join in any such opinion, certificate, audit or report,
each certifying to a party of the required facts, opinions or conclusions. Each
certificate or opinion with respect to compliance with a condition or covenant
provided for herein shall conform to the requirements of Section 102.

     "Foreign Currency" means a currency issued by the government of any country
other than the United States of America.

     "Global Security" means a Registered or Bearer Security evidencing all or
part of a series of Securities, issued to the Depositary for such series or its
nominee in accordance with Section 303, and bearing the legend prescribed in
Section 303.

     "Holder," with respect to a Registered Security, means a Person in whose
name such Registered Security is registered in the Security Register and, with
respect to a Bearer Security or a coupon, means the bearer thereof.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof, including, for
all purposes of this instrument, and any such supplemental indenture, the
provisions of the Trust Indenture Act that are deemed to be a part of and govern
this instrument and any such supplemental indenture, respectively. The term
"Indenture" shall also include the terms of particular series of Securities
established as contemplated by Section 301.

                                       5
<PAGE>
 

     "Interest," when used with respect to an Original Issue Discount Security
which by its terms bears interest only after Maturity, means interest payable
after Maturity.

     "Interest Payment Date," when used with respect to any Security, means the
Stated Maturity of an installment of interest on such Security.

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

     "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
the Controller or an Assistant Controller, of the Company, and delivered to the
Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
for the Company, and who shall be acceptable to the Trustee.

     "Original Issue Discount Security" means any Security which provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the Maturity thereof pursuant to Section 502.

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

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

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

     (iii) Securities for whose payment or redemption money or U.S. Government
     Obligations as contemplated by Section 1304 in the necessary amount have
     been theretofore deposited with the Trustee (or another trustee satisfying
     the requirements of Section 609) in trust for the Holders of such
     Securities in accordance with Section 1305; and

                                       6
<PAGE>
 
     (iv) Securities which have been paid pursuant to Section 306 or in exchange
     for or in lieu of which other Securities have been authenticated and
     delivered pursuant to this Indenture, other than any such Securities in
     respect of which there shall have been presented to the Trustee proof
     satisfactory to it that such Securities are held by a bona fide purchaser
     in whose hands such Securities are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite
--------  -------
principal amount of the Outstanding Securities have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, (i) the principal
amount of an Original Issue Discount Security that shall be deemed to be
Outstanding shall be the amount of the principal thereof that would be due and
payable as of the date of such determination upon acceleration of the Maturity
thereof pursuant to Section 502, (ii) the principal amount of a Security
denominated in one or more foreign currencies or currency units shall be the
U.S. dollar equivalent, determined in the manner provided as contemplated by
Section 301 on the date of original issuance of such Security, of the principal
amount (or, in the case of an Original Issue Discount Security, the U.S. dollar
equivalent on the date of original issuance of such Security of the amount
determined as provided in (i) above) of such Security, and (iii) Securities
owned by the Company or any other obligor upon the Securities or any Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with the Company or with such other obligor shall be disregarded
and deemed not to be Outstanding, except that, in determining whether the
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Securities which the
Trustee knows to be so owned shall be so disregarded. Securities so owned which
have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Securities and that the pledgee is not the Company or any
other obligor upon the Securities or any such Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or with such other obligor.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on any Securities on behalf of the
Company.

     "Person" means any individual, corporation, partnership, joint venture,
trust, unincorporated organization or government or any agency or political
subdivision thereof.

     "Place of Payment," when used with respect to the Securities of any series
payable in Dollars, means the Corporate Trust Office of the Trustee, when used
with respect to the Securities of any series payable in a Foreign Currency,
means the place or places

                                      7 
<PAGE>
 
where such Foreign Currency is the legal tender, and, when used with respect to
the Securities of any series, means such other place or places, if any, where
the principal of (and premium, if any) and any interest on the Securities of
that series are payable as specified as contemplated by Section 301, in all
cases subject to the provisions of Section 1002.

     "Predecessor Security" of any particular Security means every previous
Security evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Security shall be deemed to evidence the
same debt as the mutilated, destroyed, lost or stolen Security.

     "Principal Property" means (i) any paperboard, paper or pulp mill or any
paper converting plant or foundry or any other manufacturing plant or facility
located within the United States of America or Canada of the Company or any
Subsidiary except any such plant or facility which the Board of Directors by
resolution declares is not of material importance to the total business
conducted by the Company and its Subsidiaries as an entirety and (ii) any timber
or timberlands of the Company or any Subsidiary.

     "Redemption Date," when used with respect to any Security to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

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

     "Registered Security" means any Security in the form of registered
securities established pursuant to Section 201 that is registered in the
Security Register.

     "Regular Record Date" for the interest payable on any Interest Payment Date
on the Securities of any series means the date specified for that purpose as
contemplated by Section 301.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture. Where appropriate in the context of this Indenture, the term
"Securities" includes any coupon appertaining to any Bearer Securities.

     "Security Register" and "Security Registrar" have the respective meanings
specified in Section 305.

     "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

                                       8
<PAGE>
 
     "Stated Maturity," when used with respect to any Security or any
installment of principal thereof or interest thereon, means the date specified
in such Security as the fixed date on which the principal of such Security or
such installment of principal or interest is due and payable.

     "Subsidiary" means any corporation at least a majority of the outstanding
securities of which having ordinary voting power to elect a majority of the
board of directors of such corporation (whether or not any other class of
securities has or might have voting power by reason of the happening of a
contingency) is at the time owned or controlled directly or indirectly by the
Company, or by one of more Subsidiaries, or by the Company and one or more
Subsidiaries.

     "Trustee" means the Person named as the "Trustee" in the first paragraph of
this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each Person who is then a Trustee hereunder, and if at any time there
is more than one such Person, "Trustee" as used with respect to the Securities
of any series shall mean the Trustee with respect to Securities of that series.

     "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
                                                   --------  -------
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

     "United States" means the United States of America (including the States
thereof and the District of Columbia), and its possessions, which include Puerto
Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

     "United States Alien" means any Person who, for United States Federal
income tax purposes, is a foreign corporation, a non-resident alien individual,
a non-resident alien fiduciary of a foreign estate or trust, or a foreign
partnership one or more of the members of which is, for United States Federal
income tax purposes, a foreign corporation, a non-resident alien individual or a
non-resident alien fiduciary of a foreign estate or trust.

     "U.S. Government Obligations" has the meaning specified in Section 1304.

     "Vice President," when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president."

                                       9
<PAGE>
 
Section 102.   Compliance Certificates and Opinions.
               ------------------------------------

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

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

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

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

          (3)  a statement that, in the opinion of each such individual, 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, in the opinion of each such
     individual, such condition or covenant has been complied with.

Section 103.   Form of Documents Delivered to Trustee.
               --------------------------------------

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

     Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the

                                   10       
                                      
<PAGE>
 
matters upon which his certificate or opinion is based are erroneous. Any such
certificate or opinion of counsel may be based, insofar as it relates to factual
matters, upon a certificate or opinion of, or representations by, an officer or
officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.

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

Section 104.   Acts of Holders; Record Dates.
               -----------------------------

     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. If Securities of a series
are issuable in whole or part as Bearer Securities, any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Holders may, alternatively, be embodied
in and evidenced by the record of Holders of Securities voting in favor thereof,
either in person or by proxies duly appointed in writing, at any meeting of
Holders of Securities duly called and held in accordance with the provisions of
Article Fourteen, or a combination of such instruments and any such record. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section. The record of any
meeting of Holders of Securities shall be proved in the manner provided in
Section 1406.
          
     (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof


                                  11        
                                          
<PAGE>
 
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

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

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

     (e)  The fact and date of execution of any such instrument or writing, the
authority of the Person executing the same and the principal amount and serial
numbers of Bearer Securities held by the Person so executing such instrument or
writing and the date of holding the same may also be proved in any other manner
which the Trustee deems sufficient; and the Trustee may in any instance require
further proof with respect to any of the matters referred to in this Section.

     (f)  If the Company shall solicit from the Holders of Securities of any
series any request, demand, authorization, direction, notice, consent, waiver or
other Act, the Company may, at its option, by Board Resolution, fix in advance a
record date for the determination of Holders of Registered Securities entitled
to give such request, demand, authorization, direction, notice, consent, waiver
or other Act, but the Company shall have no obligation to do so. Any such record
date shall be fixed at the Company's discretion. If such a record date is fixed,
such request, demand, authorization, direction, notice, consent and waiver or
other Act may be sought or given before or after the record date, but only the
Holders of Registered Securities of record at the close of business on such
record date shall be deemed to be Holders of Registered Securities for the
purpose of determining whether Holders of the requisite proportion of Securities
of such series Outstanding have authorized or agreed or consented to such
request, demand,

                                     12  
<PAGE>
 
authorization, direction, notice, consent, waiver or other Act, and for that
purpose the Registered Securities of such series outstanding shall be computed
as of such record date.

     (g)  For purposes of determining the principal amount of Outstanding
Securities of any series the Holders of which are required, requested or
permitted to give any request, demand, authorization, direction, notice,
consent, waiver or take any other Act under this Indenture and for purposes of
determining whether a quorum is present at a meeting of Holders of Securities
(i) each Original Issue Discount Security shall be deemed to have the principal
amount determined by the Trustee that would be due and payable upon acceleration
of the Maturity thereof pursuant to Section 502 and the terms of such Original
Issue Discount Security as of the date such Act is delivered to the Trustee and,
where it is hereby expressly required, the Company and (ii) each Security
denominated in a Foreign Currency or composite currency shall be deemed to have
the principal amount determined by the exchange rate agent specified pursuant to
Section 301 by converting the principal amount of such Security in the currency
in which such Security is denominated into Dollars at the Exchange Rate as of
the date such Act is delivered to the Trustee and, where it is hereby expressly
required, to the Company (or, if there is no such rate on such date, such rate
as determined by such exchange rate agent).

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

Section 105. Notices, Etc., to Trustee and Company.
             -------------------------------------

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with,

          (1)  the Trustee by any Holder or by the Company shall be sufficient
     for every purpose hereunder if made, given, furnished or filed in
     writing to or with the Trustee at its Corporate Trust Office, or

          (2)  the Company by the Trustee or by any Holder shall be sufficient
     for every purpose hereunder (unless otherwise herein expressly provided) if
     in writing and mailed, first-class postage prepaid, to the Company
     addressed to it at the address of its principal office specified in the
     first paragraph of this instrument or

                                     13  
<PAGE>
 
      at any other address previously furnished in writing to the Trustee by the
      Company.

Section 106.   Notice to Holders; Waiver.
               -------------------------

     Except as otherwise expressly provided herein, where this Indenture
provides for notice to Holders of any event, (1) such notice shall be
sufficiently given to Holders of Registered Securities if in writing and mailed,
first-class postage prepaid, to each Holder of a Registered Security affected by
such event, at his address as it appears in the Security Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice; and (2) such notice shall be sufficiently given to
Holders of Bearer Securities if published in an Authorized Newspaper in The City
of New York and, if the Securities of such series are then listed on the London
Stock Exchange and such stock exchange shall so require, in London and, if the
Securities of such series are then listed on the Luxembourg Stock Exchange and
such stock exchange shall so require, in Luxembourg and, if the Securities of
such series are then listed on any other stock exchange outside the United
States and such stock exchange shall so require, in any other required city
outside the United States or, if not practicable, in Europe on a Business Day at
least twice, the first such publication to be not earlier than the earliest date
and not later than the latest date prescribed for the giving of such notice. In
any case where notice to Holders is given by mail, neither the failure to mail
such notice, nor any defect in any notice so mailed, to any particular Holder
shall affect the sufficiency of such notice with respect to other Holders. Where
this Indenture provides for notice in any manner, such notice may be waived in
writing by the Person entitled to receive such notice, either before or after
the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such
waiver.

     In case by reason of the suspension of regular mail service or by reason of
any other cause it shall be impracticable to give such notice by mail, then such
notification as shall be made with the approval of the Trustee, including
publication, if necessary, shall constitute a sufficient notification for every
purpose hereunder.

     In case by reason of the suspension of publication of any Authorized
Newspaper or Authorized Newspapers or by reason of any other cause it shall be
impracticable to publish any notice to Holders of Bearer Securities as provided
above, then such notification to Holders of Bearer Securities as shall be given
with the approval of the Trustee, including publication

                                      14
<PAGE>
 
in any newspapers, shall constitute sufficient notice to such Holders for every
purpose hereunder. Neither failure to give notice by publication to Holders of
Bearer Securities as provided above, nor any defect in any notice so published,
shall affect the sufficiency of any notice so mailed to Holders of Registered
Securities as provided above.

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

Section 107.   Conflict with Trust Indenture Act.
               ---------------------------------

     If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act that is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
that may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded as the case may be.

Section 108.   Effect of Headings and Table of Contents.
               ----------------------------------------

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

Section 109.   Successors and Assigns.
               ----------------------

     All covenants and agreements in this Indenture by the Company shall bind
its successors and assigns, whether so expressed or not.

Section 110.   Separability Clause.
               -------------------
   
     In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 111.   Benefits of Indenture.
               ---------------------

     Nothing in this Indenture or in the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and the Holders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

                                      15
<PAGE>
 
Section 112.   Governing Law.
               -------------

     This Indenture and the Securities shall be governed by and construed in
accordance with the laws of the State of New York.

Section 113.   Legal Holidays.
               --------------

     In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Security shall not be a Business Day at any Place of Payment,
then (notwithstanding any other provision of this Indenture or of the
Securities) payment of interest or principal (and premium, if any) need not be
made at such Place of Payment on such date, but may be made on the next
succeeding Business Day at such Place of Payment with the same force and effect
as if made on the Interest Payment Date or Redemption Date, or at the Stated
Maturity, provided that no interest shall accrue for the period from and after
          --------
such Interest Payment Date, Redemption Date or Stated Maturity, as the case may
be.

                                  ARTICLE TWO
                                Security Forms

Section 201.   Forms Generally.
               ---------------

     The Securities of each series shall be in substantially the form set forth
in this Article, or in such other form as shall be established by or pursuant to
a Board Resolution or in one or more indentures supplemental hereto, in each
case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or as may, consistently herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. If the form of Securities of any series is established by action
taken pursuant to a Board Resolution, a copy of an appropriate record of such
action shall be certified by the Secretary or an Assistant Secretary of the
Company and delivered to the Trustee at or prior to the delivery of the Company
Order contemplated by Section 303 for the authentication and delivery of such
Securities.

     The Trustee's certificates of authentication shall be in substantially the
form set forth in this Article.

     The definitive Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any
                
                                      16
<PAGE>
 
other manner, all as determined by the officers executing such Securities, as
evidenced by their execution of such Securities.

Section 202.   Form of Face of Security.
               ------------------------

     [Insert any legend required by the Internal Revenue Code and the
      ---------------------------------------------------------------
regulations thereunder.]
----------------------

                             THE MEAD CORPORATION

No.                                                               $       
    ---------                                                       --------
    
     THE MEAD CORPORATION, a corporation duly organized and existing under the
laws of the State of Ohio (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to ..........................................,
or registered assigns, the principal sum of ..................
 ................... Dollars on ........................... [if the Security is
                                                            ------------------
to bear interest prior to Maturity, insert --, and to pay interest thereon from
------------------------------------------
 ............ or from the most recent Interest Payment Date to which interest has
been paid or duly provided for, semi-annually on .......... and ............ in
each year, commencing ............, at the rate of ......% per annum, until the
principal hereof is paid or made available for Payment [if applicable,
                                                        -------------
insert-- , and (to the extent that the payment of such interest shall be legally
------
enforceable) at the rate of ......% per annum on any overdue principal and
premium and on any overdue installment of interest]. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the ............ or
 ........... (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be listed,
and upon such notice as may be required by such exchange, all as more fully
provided in said Indenture].

                                      17
<PAGE>
 
     [If the Security is not to bear interest prior to Maturity, insert--The
      ---------------------------------------------------------  ------
principal of this Security shall not bear interest except in the case of a
default in payment of principal upon acceleration, upon redemption or at Stated
Maturity and in such case the overdue principal of this Security shall bear
interest at the rate of ....% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
default in payment to the date payment of such principal has been made or duly
provided for. Interest on any overdue principal shall be payable on demand. Any
such interest on any overdue principal that is not so paid on demand shall bear
interest at the rate of .....% per annum (to the extent that the payment of such
interest shall be legally enforceable), which shall accrue from the date of such
demand for payment to the date payment of such interest has been made or duly
provided for, and such interest shall also be payable on demand.]

     Payment of the principal of (and premium, if any) and [if applicable
                                                            -------------
insert -- any such] interest on this Security will be made at the office or
------
agency of the Company maintained for that purpose in .........., in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts [if applicable, insert -- ;
                                                -------------  ------
provided, however, that at the option of the Company payment of interest may be
--------  -------
made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Security Register].

     Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

     Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.

     IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                               THE MEAD CORPORATION

                                               By _________________

Attest:
                                                            
__________________
                  
                                    18    
                                                
<PAGE>
 
Section 203.   Form of Reverse of Security.
               ---------------------------

     This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or more
series under an Indenture, dated as of February   , 1993 (herein called the
"Indenture"), between the Company and The First National Bank of Chicago, as
Trustee (herein called the "Trustee," which term includes any successor trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Holders of the Securities and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of the series
designated on the face hereof[, limited in aggregate principal amount to
$....... ].

     [If applicable, insert -- The Securities of this series are subject to
      -------------  ------
redemption upon not less than 30 days' notice by mail, [if applicable, insert --
                                                        ---------------------
(1) on ........ in any year commencing with the year ........ and ending with
the year ........ through operation of the sinking fund for this series at a
Redemption Price equal to 100% of the principal amount, and (2)] at any time [on
or after ......., 19..], as a whole or in part, at the election of the Company,
at the following Redemption Prices (expressed as percentages of the principal
amount): If redeemed [on or before ............, ___%, and if redeemed] during
the 12-month period beginning............. of the years indicated,

                        Redemption                                   Redemption
Year                       Price                 Year                   Price
----                       -----                 ----                   -----




and thereafter at a Redemption Price equal to .......% of the principal amount,
together in the case of any such redemption [if applicable, insert --(whether
                                             -------------  ------
through operation of the sinking fund or otherwise)] with accrued interest to
the Redemption Date, but interest installments whose Stated Maturity is on or
prior to such Redemption Date will be payable to the Holders of such Securities,
or one or more Predecessor Securities, of record at the close of business on the
relevant
                 
                                      19
<PAGE>
 
Record Dates referred to on the face hereof, all as provided in the Indenture.]

     [If applicable, insert -- The Securities of this series are subject to
      ---------------------
redemption upon not less than 30 days' notice by mail, (1) on ............. in
any year commencing with the year .... and ending with the year .... through
operation of the sinking fund for this series at the Redemption Prices for
redemption through operation of the sinking fund (expressed as percentages of
the principal amount) set forth in the table below, and (2) at any time [on or
after .............], as a whole or in part, at the election of the Company, at
the Redemption Prices for redemption otherwise than through operation of the
sinking fund (expressed as percentages of the principal amount) set forth in the
table below: If redeemed during the 12-month period beginning ............ of
the years indicated,

                           Redemption Price 
                            For Redemption               Redemption Price For
                           Through Operation             Redemption Otherwise
                                of the                  Than Through Operation
Year                         Sinking Fund                of the Sinking Fund
----                       -----------------            ----------------------





and thereafter at a Redemption Price equal to ......% of the principal amount,
together in the case of any such redemption (whether through operation of the
sinking fund or otherwise) with accrued interest to the Redemption Date, but
interest installments whose Stated Maturity is on or prior to such Redemption
Date will be payable to the Holders of such Securities, or one or more
Predecessor Securities, of record at the close of business on the relevant
Record Dates referred to on the face hereof, all as provided in the Indenture.]

     [Notwithstanding the foregoing, the Company may not, prior to ...........,
redeem any Securities of this series as contemplated by [Clause (2) of] the
preceding paragraph as a part of, or in anticipation of, any refunding operation
by the application, directly or indirectly, of moneys borrowed having an
interest cost to the Company (calculated in accordance with generally accepted
financial practice) of less than .......% per annum.]

                                      20
<PAGE>
 
     [The sinking fund for this series provides for the redemption on ....... in
each year beginning with the year ....... and ending with the year ....... of
[not less than $ ....... ("mandatory sinking fund") and not more than ("optional
sinking fund")] $ ....... aggregate principal amount of Securities of this
series. Securities of this series acquired or redeemed by the Company otherwise
than through [mandatory] sinking fund payments may be credited against
subsequent [mandatory] sinking fund payments otherwise required to be made [in
the inverse order in which they become due].]

     [If the Security is subject to redemption, insert -- In the event of
      ------------------------------------------------
redemption of this Security in part only, a new Security or Securities of this
series and of like tenor for the unredeemed portion hereof will be issued in the
name of the Holder hereof upon the cancellation hereof.]

     [The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Securities of this series and (b) certain restrictive
covenants and other provisions, in each case upon compliance by the Company with
certain conditions set forth therein, which provisions apply to the Securities
of this series.]

     [If the Security is not an Original Issue Discount Security, insert -- If
      ------------------------------------------------------------------
an Event of Default with respect to Securities of this series shall occur and be
continuing, the principal of the Securities of this series may be declared due
and payable in the manner and with the effect provided in the Indenture.]

     [If the Security is an Original Issue Discount Security, insert -- If an
      --------------------------------------------------------------
Event of Default with respect to Securities of this series shall occur and
be continuing, an amount of principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture. Such amount shall be equal to -- insert formula for determining the
                                            ----------------------------------
amount. Upon payment (i) of the amount of principal so declared due and payable
------
and (ii) of interest on any overdue principal and overdue interest (in each case
to the extent that the payment of such interest shall be legally enforceable),
all of the Company's obligations in respect of the payment of the principal of
and interest, if any, on the Securities of this series shall terminate.]

     The Indenture permits, with certain exceptions as therein provided, the
 amendment thereof and the modification of the rights and obligations of the
 Company and the rights of the Holders of the Securities of each series to be
 affected under the Indenture at any time by the Company and the Trustee with
 the consent of the Holders of 66-2/3% in principal amount of the Securities at
 the time Outstanding of each series to be


                                      21
<PAGE>
 
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of such series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and binding
upon such Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in exchange therefor
or in lieu hereof, whether or not notation of such consent or waiver is made
upon this Security.

     No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on this Security at the times, place and rate, and in the coin or currency,
herein prescribed.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registerable in the Security Register,
upon surrender of this Security for registration of transfer at the office or
agency of the Company in any place where the principal of (and premium, if any)
and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Security Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Securities of this series
and of like tenor, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.

     The Securities of this series are issuable only in registered form without
coupons in denominations of $..... and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

     No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

     Prior to due presentment of this Security for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Security is registered as the owner hereof for

                                    22    
<PAGE>
 
all purposes, whether or not this Security be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice to the contrary.

     All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture. 

Section 204.  Form of Trustee's Certificate of Authentication. 
              -----------------------------------------------

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

                                     THE FIRST NATIONAL BANK OF CHICAGO,
                                     As Trustee

                                     By
                                       ---------------------------------  
                                       Authorized Officer

                                 ARTICLE THREE

                                The Securities

Section 301. Amount Unlimited; Issuable in Series. 
             ------------------------------------

     The aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is unlimited.

     The Securities may be issued in one or more series. There shall be
established in or pursuant to a Board Resolution and, subject to Section 303,
set forth, or determined in the manner provided, in an Officers' Certificate, or
established in one or more indentures supplemental hereto, prior to the issuance
of Securities of any series,

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

          (2) any limit upon the aggregate principal amount of the Securities of
     the series which may be authenticated and delivered under this Indenture
     (except for Securities authenticated and delivered upon registration of
     transfer of, or in exchange for, or in lieu of, other Securities of the
     series pursuant to Section 304, 305, 306, 906 or 1107 and except for any
     Securities which, pursuant to Section 303, are deemed never to have been
     authenticated and delivered hereunder); 

                                      23
<PAGE>
 
          (3) the date or dates on which the principal of the Securities of the
     series is payable;

          (4) the rate or rates at which the Securities of the series shall bear
     interest, if any, the date or dates from which such interest shall accrue,
     the Interest Payment Dates on which any such interest shall be payable and
     the Regular Record Date for any interest payable on any Interest Payment
     Date;

          (5) the place or places where the principal of (and premium, if
     any) and interest on Securities of the series shall be payable;

          (6) the period or periods within which, the price or prices at
     which and the terms and conditions upon which Securities of the series may
     be redeemed, in whole or in part, at the option of the Company;

          (7) the obligation, if any, of the Company to redeem or purchase
     Securities of the series pursuant to any sinking fund or analogous
     provisions or at the option of a Holder thereof and the period or periods
     within which, the price or prices at which and the terms and conditions
     upon which Securities of the series shall be redeemed or purchased, in
     whole or in part, pursuant to such obligation;

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

          (9) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable upon
     declaration of acceleration of the Maturity thereof pursuant to Section
     502;

          (10) the application, if any, of either or both of Section 1302 and
     Section 1303 to the Securities of the series;

          (11) whether Bearer Securities of the series are to be issuable and,
     if so, whether Registered Securities of the series are also to be issuable;

          (12) if Bearer Securities of the series are to be issuable, (x)
     whether interest in respect of any portion of a temporary Security in
     global form (representing all

                                      24
<PAGE>
 
     of the Outstanding Bearer Securities of the series) payable in respect of
     any Interest Payment Date prior to the exchange of such temporary Security
     for definitive Securities of the series shall be paid to any clearing
     organization with respect to the portion of such temporary Security held
     for its account and, in such event, the terms and conditions (including any
     certification requirements) upon which any such interest payment received
     by a clearing organization will be credited to the Persons entitled to
     interest payable on such Interest Payment Date, and (y) the terms upon
     which interests in such temporary Security in global form may be exchanged
     for interests in a permanent Global Security or for definitive Securities
     of the series and the terms upon which interests in a permanent Global
     Security, if any, may be exchanged for definitive Securities of the series;

          (13) whether the Securities of the series shall be issued in whole or
     in part in the form of one or more Global Securities and, in such case, the
     Depositary for such Global Security or Securities;

          (14) if other than Dollars, the currency of denomination of the
     Securities of any series, which may be in Dollars, any Foreign Currency or
     any composite currency, including but not limited to the ECU, and, if such
     currency of denomination is a composite currency other than the ECU, the
     agency or organization, if any, responsible for overseeing such composite
     currency;

          (15) if other than Dollars, the currency or currencies in which
     payment of the principal of (and premium, if any) and interest on the
     Securities of the series will be made, and the currency or currencies, if
     any, in which payment of the principal of (and premium, if any) or the
     interest on Registered Securities of the series, at the election of each of
     the Holders thereof, may also be payable, and the periods within which and
     the terms and conditions upon which such election is to be made, the manner
     in which the exchange rate with respect to such payment shall be determined
     and the agent appointed by the Company in connection with the determination
     of the exchange rate, and whether Section 312 will be applicable to
     Securities of the Series, and the manner of determining the equivalent
     thereof in Dollars for purposes of the definition of "Outstanding" in
     Section 101;

          (16) if the amount of payments of principal of (and premium, if any)
     or interest on the Securities of

                                      25
<PAGE>
 
     the series may be determined with reference to an index, the manner in
     which such amounts shall be determined;

          (17) whether and under what conditions additional amounts shall be
     payable to Holders of Securities pursuant to or in a manner different from
     Section 1010; and

          (18) any other terms of the series or covenants for the benefit
     thereof (which terms or covenants shall not be inconsistent with the
     provisions of this Indenture, except as permitted by Section 901(5)).

     All Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or
pursuant to the Board Resolution referred to above and (subject to Section
303) set forth, or determined in the manner provided, in the Officers'
Certificate referred to above or in any such indenture supplemental hereto.

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

     Securities of any particular series may be issued at various times,
with different dates on which the principal or any installment of principal
is payable, with different rates of interest, if any, or different methods
by which rates of interest may be determined, with different dates on which
such interest may be payable, with different Redemption Dates and may be
denominated in different currencies or payable in different currencies.

Section 302. Denominations.
             -------------

     Unless otherwise provided as contemplated by Section 301 with respect
to the Securities of any series, the Securities of such series shall be
issuable in denominations of $1,000 and any integral multiple thereof,
except that Bearer Securities of each series, if any, shall be issuable in
the denomination of $5,000.

Section 303. Execution, Authentication, Delivery and Dating.
             ----------------------------------------------

     The Securities shall be executed on behalf of the Company by its
Chairman of the Board, its Vice Chairman of the Board, its President or one
of its Vice Presidents, under its corporate seal reproduced thereon
attested by its Secretary or one of its Assistant Secretaries. The
signature of any of

                                      26 
<PAGE>
 
these officers on the Securities may be manual or facsimile. Coupons shall bear
the facsimile signature of the Treasurer or any Assistant Treasurer of the
Company.

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

     At any time and from time to time after the execution and delivery of this
Indenture, the Company may deliver Securities of any Series executed by the
Company to the Trustee for authentication, together with a Company Order for the
authentication and delivery of such Securities, and the Trustee in accordance
with the Company Order shall authenticate and deliver such Securities; provided,
                                                                       ---------
however, that in connection with its original issuance, no Bearer Security
-------
(including any Security in global form that is either a Bearer Security or
exchangeable for Bearer Securities) or Security delivered in exchange for an
interest in the temporary Global Security shall be mailed or otherwise delivered
to any location in the United States; and provided further that a Bearer
Security (other than a temporary Global Security) and any Security delivered in
exchange for an interest in the temporary Global Security may be delivered, in
connection with its original issuance, only if the Person entitled to receive
such Security shall have furnished a certificate in the form set forth in
Exhibit A to this Indenture, dated no earlier than 15 days prior to (i) any
Interest Payment Date that occurs prior to the Exchange Date (as defined in
Section 304) with respect to a temporary Global Security for such Security or
(ii) the earlier of the date on which such Security is delivered or the date on
which any temporary Global Security first becomes exchangeable for such
Securities in accordance with the terms of such temporary Security or this
Indenture. If any Security is represented by a permanent Global Security then,
for the purposes of this Section and Section 304, the notation of a beneficial
owner's interest therein upon original issuance of such Security or upon
exchange of a portion of a temporary Global Security shall be deemed to be
delivery in connection with its original issuance of such beneficial owner's
interest in such permanent Global Security. To the extent authorized in or
pursuant to a Board Resolution and set forth in an Officers' Certificate, or
established in one or more indentures supplemental hereto, such Company Order
may be given by any one officer of the Company, may be electronically
transmitted, and may provide instructions as to registration of holders,
principal amounts, rates of interest, maturity dates and other matters
contemplated by such Board Resolution and Officers' Certificate or supplemental
indenture to be so instructed in respect thereof. Before
                                     
                                      27
<PAGE>
 
authorizing and delivering the first Securities of any series (and upon
reasonable request of the Trustee thereafter), the Company shall deliver to the
Trustee (i) the certificates called for under Sections 201 and 301 hereof and
(ii) an Opinion of Counsel described in the next sentence. If the form or terms
of the Securities of the series have been established in or pursuant to one or
more Board Resolutions as permitted by Sections 201 and 301, in authenticating
such Securities, and accepting the additional responsibilities under this
Indenture in relation to such Securities, the Trustee shall be entitled to
receive, and (subject to Section 601) shall be fully protected in relying upon,
an Opinion of Counsel stating,

          (a) if the form of such Securities has been established by or pursuant
     to Board Resolution as permitted by Section 201, that such form has been
     established in conformity with the provisions of this Indenture;

          (b) if the terms of such Securities have been established by or
     pursuant to Board Resolution as permitted by Section 301, that such terms
     have been established in conformity with the provisions of this Indenture;
     and

          (c) that such Securities, when authenticated and delivered by the
     Trustee and issued by the Company in the manner and subject to any
     conditions specified in such Opinion of Counsel, will constitute valid and
     legally binding obligations of the Company enforceable in accordance with
     their terms, subject to bankruptcy, insolvency, fraudulent transfer,
     reorganization, moratorium and similar laws of general applicability
     relating to or affecting creditors' rights and to general equity
     principles.

          If such form or terms have been so established, the Trustee shall not
be required to authenticate such Securities if the issue of such Securities
pursuant to this Indenture will affect the Trustee's own rights, duties or
immunities under the Securities and this Indenture or otherwise in a manner
which is not reasonably acceptable to the Trustee.

          If the Company shall establish pursuant to Section 301 that the
Securities of a series are to be issued in whole or in part in the form of one
or more Global Securities, then the Company shall execute and the Trustee shall,
in accordance with this Section and the Company Order with respect to such
series, authenticate and deliver one or more Global Securities in temporary or
permanent form that (i) shall represent and shall be denominated in an amount
equal to the aggregate principal

                                      28 
<PAGE>
 
amount of Outstanding Securities of such series to be represented by one or more
Global Securities; (ii) shall be registered, if in registered form, in the name
of the Depositary for such Global Security or Securities or the nominee of such
Depositary; (iii) shall be delivered by the Trustee to such Depositary or
pursuant to such Depositary's instructions; and (iv) shall bear a legend
substantially to the following effect: "Unless and until it is exchanged in
whole or in part for Securities in definitive form in accordance with the
provisions of the Indenture and the terms of the Securities, this Security may
not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary."

     Each Depositary designated pursuant to Section 301 for a Global Security
in registered form must, at the time of its designation and at all times while
it serves as Depositary, be a clearing agency registered under the Securities
Exchange Act of 1934 and any other applicable statute or regulation.

     Notwithstanding the provisions of Section 301 and of the preceding
paragraph, if all Securities of a series are not to be originally issued at one
time, it shall not be necessary to deliver the Officers' Certificate otherwise
required pursuant to Section 301 or the Company Order and Opinion of Counsel
otherwise required pursuant to such preceding paragraph at or prior to the time
of authentication of each Security of such series if such documents are
delivered at or prior to the authentication upon original issuance of the first
Security of such series to be issued.

     Each Registered Security shall be dated the date of its authentication.
Each Bearer Security shall be dated as of the date specified as contemplated by
Section 301.

     No Security shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose unless there appears on such Security a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any
Security shall be conclusive evidence, and the only evidence, that such Security
has been duly authenticated and delivered hereunder. Except as permitted by
Section 306 or 307, the Trustee shall not authenticate and deliver any Bearer
Security unless all appurtenant coupons for interest then matured have been
detached and cancelled. Notwithstanding the foregoing, if any Security shall
have been authenticated and delivered hereunder but never issued and sold by
the Company, and the Company shall deliver such Security to the Trustee for can-

                                      29
<PAGE>
 
cellation as provided in Section 309, for all purposes of this Indenture such
Security shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

Section 304. Temporary Securities.
             --------------------

     Pending the preparation of definitive Securities of any series, the Company
may execute, and upon Company Order the Trustee shall authenticate and deliver,
temporary Securities which are printed, lithographed, typewritten, mimeographed
or otherwise produced, in any authorized denomination, substantially of the
tenor of the definitive Securities in lieu of which they are issued, in
registered form or, if authorized, in bearer form with one or more coupons or
without coupons, and with such appropriate insertions, omissions, substitutions
and other variations as the officers executing such Securities may determine, as
evidenced by their execution of such Securities. In the case of any series
issuable as Bearer Securities, such temporary Securities may be in global form
and shall be delivered only in compliance with the applicable conditions set
forth in Section 303.

     Except in the case of temporary Securities in global form (which shall be
exchanged in accordance with the provisions of the following paragraphs), if
temporary Securities of any series are issued, the Company will cause definitive
Securities of that series to be prepared without unreasonable delay. Except as
otherwise specified or contemplated in Section 301 with respect to a series of
Securities issuable as Bearer Securities, after the preparation of definitive
Securities of such series, the temporary Securities of such series shall be
exchangeable for definitive Securities of such series upon surrender of the
temporary Securities of such series at the office or agency of the Company
maintained pursuant to Section 1002 in a Place of Payment for such series for
the purpose of exchanges of Securities of such series, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Securities
of any series (accompanied by any unmatured coupons appertaining thereto) the
Company shall execute and the Trustee shall authenticate and deliver in exchange
therefor a like aggregate principal amount of definitive Securities of the same
series and of like tenor of authorized denominations; provided, however, that no
                                                      --------  -------
definitive Bearer Security shall be issued in exchanged for a temporary
Registered Security. 

     If temporary Securities of any series are issued in global form, any such
temporary Global Security shall, unless otherwise provided therein, be delivered
to the London office of a depositary or common depositary (the "Common
Depositary"), for the benefit of Euro-clear and CEDEL S.A. for credit to the

                                      30
<PAGE>
 
respective accounts of the beneficial owners of such Securities (or to such
other accounts as they may direct).

     Without unnecessary delay but in any event not later than the date
specified in, or determined pursuant to the terms of, any such temporary Global
Security of a series (the "Exchange Date"), the Company shall deliver to the
Trustee definitive Securities of that series in aggregate principal amount equal
to the principal amount of such temporary Global Security, executed by the
Company. On or after the Exchange Date such temporary Global Security shall be
surrendered by the Common Depositary to the Trustee, as the Company's agent for
such purpose, to be exchanged, in whole or from time to time in part, for
definitive Securities of that series, without charge and the Trustee shall
authenticate and deliver, in exchange for each portion of such temporary Global
Security a like aggregate principal amount of definitive Securities of the same
series of authorized denominations and of like tenor as the portion of such
temporary Global Security to be exchanged; provided, however, that, unless
                                           --------  -------
otherwise specified in such temporary Global Security, or unless interest is
payable on the temporary Global Security on an Interest Payment Date occurring
prior to the Exchange Date for Securities of such series and the certifications
described in the second succeeding paragraph hereafter is provided, upon such
presentation by the Common Depositary, such temporary Global Security is
accompanied by a certificate dated the Exchange Date or a subsequent date and
signed by Euro-clear as to the portion of such temporary Global Security held
for its account then to be exchanged and a certificate dated the Exchange Date
or a subsequent date and signed by CEDEL S.A. as to the portion of such
temporary Global Security held for its account then to be exchanged, each in the
form set forth in Exhibit B to this Indenture. The definitive Securities to be
delivered in exchange for any such temporary Global Security shall be in bearer
form, registered form, permanent global bearer form or permanent global
registered form, or any combination thereof, as specified as contemplated by
Section 301, and, if any combination thereof is so specified, as requested by
the beneficial owner thereof, provided, however that definitive Securities shall
                              --------  -------
be delivered ln exchange for a portion of a temporary Global Security only in
compliance with the requirements of Section 303.

     Unless otherwise specified in such temporary Global Security, the interest
of a beneficial owner of Securities of a series in a temporary Global Security
shall be exchanged for definitive Securities of the same series and of like
tenor following the Exchange Date upon the receipt by Euro-clear or CEDEL S.A.,
as the case may be, of a certificate in the form set forth in Exhibit A to this
Indenture, dated no earlier than 15 days prior to (i) any Interest Payment Date
that occurs prior to the Exchange Date or (ii) the Exchange Date, copies of

                                      31
<PAGE>
 
which certificate shall be available from the offices of Euro-clear and CEDEL
S.A., the Trustee, any Authenticating Agent appointed for such series of
Securities and each Paying Agent. Unless otherwise specified in such temporary
Global Security, any such exchange shall be made free of charge to the
beneficial owners of such temporary Global Security, except that a Person
receiving definitive Securities must bear the cost of insurance, postage,
transportation and the like in the event that such Person does not take delivery
of such definitive Securities in person at the offices of Euro-clear or CEDEL
S.A. Definitive Securities to be delivered in exchange for any portion of a
temporary Global Security shall be delivered only outside the United States.

    Until exchanged in full as hereinabove provided, the temporary Securities of
any series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series and of like tenor
authenticated and delivered hereunder, except that no interest shall be payable
on a temporary Global Security on any Interest Payment Date occurring after the
Exchange Date for Securities of such series. Unless otherwise specified as
contemplated by Section 301, interest payable on a temporary Global Security on
any Interest Payment Date prior to the Exchange Date for Securities of such
series shall be payable to Euro-clear and CEDEL S.A. on such Interest Payment
Date only upon delivery by Euro-clear and CEDEL S.A. to the Trustee of a
certificate or certificates in the form set forth in Exhibit B to this
Indenture, dated no earlier than 15 days prior to the Interest Payment Date, for
credit without further interest on or after such Interest Payment Date to the
respective accounts of the Persons for which Euro-clear or CEDEL S.A., as the
case may be, holds such temporary Global Security on such Interest Payment Date
and who have each delivered to Euro-clear and CEDEL S.A., as the case may be, a
certificate in the form set forth in Exhibit A to this Indenture.
Notwithstanding anything to the contrary herein contained, the certifications
made pursuant to this paragraph shall satisfy the certification requirements of
the preceding two paragraphs of this Section 304 and of the tenth paragraph of
Section 305. The delivery of such certification by Persons for whom Euro-clear
or CEDEL S.A., as the case may be, holds such temporary Global Security shall
constitute irrevocable instructions by such Person to Euro-clear or CEDEL S.A.
to exchange such Person's interest in the temporary Global Security for
definitive Securities of the same series and of like tenor on the Exchange Date.
Any interest so received by Euro-clear and CEDEL S.A. and not paid as herein
provided shall be returned to the Trustee immediately prior to the expiration of
two years after such Interest Payment Date in order to be repaid to the Company
in accordance with Section 1003.

                                     32  
<PAGE>
 
Section 305.  Registration, Registration of Transfer and Exchange.
              ---------------------------------------------------

     The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register (the register maintained in such office and in any other
office or agency of the Company in a Place of Payment being herein sometimes
collectively referred to as the "Security Register") in which, subject to such
reasonable regulations as it may prescribe, the Company shall provide for the
registration of Securities and of transfers of Securities. The Trustee is hereby
appointed "Security Registrar" for the purpose of registering Securities and
transfers of Securities as herein provided.

     Upon surrender for registration of transfer of any Registered Security of
any series at the office or agency of the Company maintained for such purpose,
the Company shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Registered
Securities of the same series of any authorized denomination or denominations,
of like tenor and aggregate principal amount.

     Notwithstanding any other provision of this Section, unless and until it is
exchanged in whole or in part for Securities in definitive form, a Global
Security representing all or a portion of the Securities of a series may not be
transferred except as a whole by a Depositary for such series to a nominee of
such Depositary or by a nominee of such Depositary to such Depositary or another
nominee of such Depositary or by such Depositary or any such nominee to a
successor Depositary for such series or a nominee of such successor Depositary.

     At the option of the Holder, Registered Securities of any series (except a
Global Security) may be exchanged for other Registered Securities of the same
series of any authorized denomination or denominations, of a like aggregate
principal amount, upon surrender of the Registered Securities to be exchanged at
such office or agency. Bearer Securities may not be delivered by the Trustee in
exchange for Registered Securities.

     At the option of the Holder, except as otherwise specified as contemplated
by Section 301 with respect to a Global Security issued in bearer form, Bearer
Securities of any series may be exchanged for Registered Securities (if the
Securities of such series are issuable as Registered Securities) or Bearer
Securities (if Bearer Securities of such series are issuable in more than one
denomination) of the same series, of any authorized denominations and of like
tenor and aggregate principal amount, upon surrender of the Bearer

                                      33
<PAGE>
 
Securities to be exchanged at any such office or agency, with all unmatured 
coupons and all matured coupons in default appertaining thereto; provided, 
however, delivery of a Bearer Security shall occur only outside the United 
States. If the Holder of a Bearer Security is unable to produce any such 
unmatured coupon or coupons in default, such exchange may be effected if the 
Bearer Securities are accompanied by payment in funds acceptable to the Company 
and the Trustee in an amount equal to the face amount of such missing coupon or 
coupons, or the surrender of such missing coupon or coupons, may be waived by 
the Company and the Trustee if there be furnished to them such security or 
indemnity as they may required to save each of them and any Paying Agent 
harmless. If thereafter the Holder of such Security shall surrender to any 
Paying Agency any such missing coupon in respect of which such a payment shall 
have been made, such Holder shall be entitled to receive the amount of such 
payment; provided, however, that, except as otherwise provided in Section 1002, 
         --------  -------
interest represented by coupons shall be payable only upon presentation and 
surrender of those coupons at an office or agency located outside the United 
States. Notwithstanding the foregoing, in case a Bearer Security of any series 
is surrendered at such office or agency in exchange for a Registered Security of
the same series after the close of business at such office or agency on (i) any
Regular Record Date and before the opening of business at such office or agency
on the relevant Interest Payment Date, or (ii) any Special Record Date and
before the opening of business at such office or agency on the related date for
payment of Defaulted Interest, such Bearer Security shall be surrendered without
the coupon relating to such Interest Payment Date or proposed date of payment,
as the case may be. Whenever any Securities are so surrendered for exchange, the
Company shall execute, and the Trustee shall authenticate and deliver, the
Securities which the Holder making the exchange is entitled to receive.

     If at any time the Depositary for the Securities of a series notifies the 
Company that it is unwilling or unable to continue as Depositary for the 
Securities of such series or if at any time the Depositary for the Securities of
such series shall no longer be eligible under Section 303, the Company shall 
appoint a successor Depositary with respect to the Securities of such series. If
a successor Depositary for the Securities of such series is not appointed by the
Company within 90 days after the Company receives such notice or becomes aware 
of such ineligibility, the Company's election pursuant to Section 301(13) shall 
no longer be effective with respect to the Securities of such series and the 
Company will execute, and the Trustee, upon receipt of a Company Order for the 
authentication and delivery of definitive Securities of such series, will 
authenticate and deliver, Securities of such series in definitive form in an 
aggregate principal amount

                                      34

<PAGE>
 
equal to the principal amount of the Global Security of Securities representing 
such series in exchange for such Global Security or Securities.

     The Company may at any time and in its sole discretion determine that the 
Securities of any series issued in the form of one or more Global Security or 
Securities shall no longer be represented by such Global Security or Securities.
In such event the Company will execute, and the Trustee, upon receipt of a 
Company Order for the authentication and delivery of definitive Securities of 
such series, will authenticate and deliver, Securities of such series in 
definitive form and in an aggregate principal amount equal to the principal 
amount of the Global Security or Securities representing such series in exchange
for such Global Security or Securities.

     If (a) there shall have occurred and be continuing an Event of Default or 
an event which, with the giving of notice or lapse of time, or both, would 
constitute an Event of Default with respect to a series of Securities issued in 
the form of one or more Global Securities, or (b) if specified by the Company 
pursuant to Section 301 with respect to a series of Securities, the Depositary 
for such series of Securities may surrender a Global Security for such series of
Securities in exchange in whole or in part for Securities of such series in 
definitive form, then the Company shall execute, and the Trustee shall 
authenticate and delivery, without service charge:

          (i) to each Person specified by such Depositary a new Security or
     Securities of the same series, of any authorized denomination as requested
     by such Person in aggregate principal amount equal to and in exchange for
     such Person's beneficial interest in the Global Security; and

          (ii) to such Depositary a new Global Security in a denomination equal
     to the difference, if any, between the principal amount of the surrendered
     Global Security and the aggregate principal amount of Securities delivered
     to Holders thereof.

     In any exchange provided for in any of the preceding three paragraphs, the 
Company will execute and the Trustee will authenticate and deliver Securities 
(a) in definitive registered form in authorized denominations, if the Securities
of such series are issuable as Registered Securities, (b) in definitive bearer 
form in authorized denominations, with coupons attached, if the Securities of 
such series are issuable as Bearer Securities or (c) as either Registered or 
Bearer Securities, if the Securities of such series are issuable in either form;
provided, however, that no definitive Bearer Security shall be delivered in 
exchange for a temporary Global

                                     35
   
<PAGE>
 
Security unless the Company or its agent shall have received from the person
entitled to receive the definitive Bearer Security a certificate substantially
in the form set forth in Exhibit A hereto in accordance with Section 303; and
provided further that delivery of a Bearer Security shall occur only outside the
United States; and provided further that no definitive Bearer Security will be
issued if the Company has reason to know that such certificate is false.

     Upon the exchange of a Global Security for Securities in definitive form,
such Global Security shall be cancelled by the Trustee. Registered Securities
issued in exchange for a Global Security pursuant to this Section shall be
registered in such names and in such authorized denominations as the Depositary
for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee. The Trustee shall deliver
Bearer Securities issued in exchange for a Global Security pursuant to this
Section to the persons, and in such authorized denominations, as the Depositary
for such Global Security, pursuant to instructions from its direct or indirect
participants or otherwise, shall instruct the Trustee; provided, however, that
no definitive Bearer Security shall be delivered in exchange for a temporary
Global Security except in accordance with the delivery of a certificate required
by Section 304; and provided further that delivery of a Bearer Security shall
occur only outside the United States; and provided further that no definitive
Bearer Security will be issued if the Company has reason to know that such
certificate is false.
                     
     All Securities issued upon any registration of transfer or exchange of
Securities shall be the valid obligations of the Company, evidencing the same
debt, and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.

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

     No service charge shall be made for any registration of transfer or
exchange of Securities, but the Company may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Securities, other than
exchanges pursuant to Section 304, 906 or 1107 not involving any transfer.

                                      36
<PAGE>
 
     The Company shall not be required during a period beginning at the opening
of business 15 days before the day of the mailing of a notice of redemption of
Securities of that series selected for redemption under Section 1103 and ending
at the close of business on the day of such mailing, (i) to issue, register the
transfer of or exchange Securities of any series or (ii) to register the
transfer of or exchange any Security so selected for redemption in whole or in
part, or (iii) to exchange any Bearer Security so selected for redemption except
that such a Bearer Security may be exchanged for a Registered Security of that
series (if the Securities of such series are issuable as Registered Securities),
provided that such Registered Security shall be simultaneously surrendered for
redemption with written instruction for payment consistent with the provisions
of this Indenture.

Section 306. Mutilated, Destroyed, Lost and Stolen Securities.
             ------------------------------------------------
         
     If any mutilated Security is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Security of the same series and of like tenor and principal amount and
bearing a number not contemporaneously outstanding.

     If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Security and (ii)
such security or indemnity as may be required by them to save each of them and
any agent of either of them harmless, then, in the absence of notice to the
Company or the Trustee that such Security has been acquired by a bona fide
purchaser, the Company shall execute and the Trustee shall authenticate and
deliver, in lieu of any such destroyed, lost or stolen Security, a new Security
of the same series and of like tenor and principal amount and bearing a number
not contemporaneously outstanding.

     In case any such mutilated, destroyed, lost or stolen Security has become
or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security; provided, however, that
                                                      --------  -------
payment of principal of (and premium, if any) and any interest on Bearer
Securities shall, except as otherwise provided in Section 1002, be payable only
at an office or agency located outside the United States; and provided, further,
that, with respect to any such coupons, interest represented thereby (but not
any additional amounts payable as provided in Section 1010), shall be payable
only upon presentation and surrender of the coupons appertaining thereto.

     Upon the issuance of any new Security under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed

                                      37
<PAGE>
 
in relation thereto and any other expenses (including the fees and expenses of
the Trustee) connected therewith.

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

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

Section 307. Payment of Interest; Interest Riqhts Preserved.
             ----------------------------------------------

     Interest on any Registered Security which is payable, and is punctually
paid or duly provided for, on any Interest Payment Date shall be paid to the
Person in whose name that Security (or one or more Predecessor Securities) is
registered at the close of business on the Regular Record Date for such
interest. In case a Bearer Security of any series is surrendered in exchange for
a Registered Security of such series after the close of business (at an office
or agency in a Place of Payment for such series) on any Regular Record Date and
before the opening of business (at such office or agency) on the next succeeding
Interest Payment Date, such Bearer Security shall be surrendered without the
coupon relating to such Interest Payment Date and interest will not be payable
on such Interest Payment Date in respect of the Registered Security issued in
exchange for such Bearer Security, but will be payable only to the Holder of
such coupon when due in accordance with the provisions of this Indenture.

     Any interest on any Security of any series which is payable, but is not
punctually paid or duly provided for, on any Interest Payment Date (herein
called "Defaulted Interest") shall forthwith cease to be payable to the Holder
on the relevant Regular Record Date by virtue of having been such Holder, and
such Defaulted Interest may be paid by the Company, at its election in each
case, as provided in Clause (1) or (2) below:

          (1) The Company may elect to make payment of any Defaulted Interest to
     the Persons in whose names the Registered Securities of such series (or
     their respective Predecessor Securities) are registered at the close of
     business on a Special Record Date for the payment of such Defaulted
     Interest, which shall be fixed in the following

                                      38
<PAGE>
 
     manner. The Company shall notify the Trustee in writing of the amount of
     Defaulted Interest proposed to be paid on each Security of such series and
     the date of the proposed payment, and at the same time the Company shall
     deposit with the Trustee an amount of money equal to the aggregate amount
     proposed to be paid in respect of such Defaulted Interest or shall make
     arrangements satisfactory to the Trustee for such deposit prior to the date
     of the proposed payment, such money when deposited to be held in trust for
     the benefit of the Persons entitled to such Defaulted Interest as in this
     Clause provided. Thereupon the Trustee shall fix a Special Record Date for
     the payment of such Defaulted Interest which shall be not more than 15 days
     and not less than 10 days prior to the date of the proposed payment and not
     less than 10 days after the receipt by the Trustee of the notice of the
     proposed payment. The Trustee shall promptly notify the Company of such
     Special Record Date and, in the name and at the expense of the Company,
     shall cause notice of the proposed payment of such Defaulted Interest and
     the Special Record Date therefor to be mailed, first-class postage prepaid,
     to each Holder of Registered Securities of such series at his address as it
     appears in the Security Register, not less than 10 days prior to such
     Special Record Date. Notice of the proposed payment of such Defaulted
     Interest and the Special Record Date therefor having been so mailed, such
     Defaulted Interest shall be paid to the Persons in whose names the
     Registered Securities of such series (or their respective Predecessor
     Securities) are registered at the close of business on such Special Record
     Date and shall no longer be payable pursuant to the following Clause (2).
     In case a Bearer Security of any series is surrendered at the office or
     agency in a Place of Payment for such series in exchange for a Registered
     Security of such series after the close of business at such office or
     agency on any Special Record Date and before the opening of business at
     such office or agency on the related proposed date for payment of Defaulted
     Interest, such Bearer Security shall be surrendered without the coupon
     relating to such proposed date of payment and Defaulted Interest will not
     be payable on such proposed date of payment in respect of the Registered
     Security issued in exchange for such Bearer Security, but will be payable
     only to the Holder of such coupon when due in accordance with the
     provisions of this Indenture.

          (2) The Company may make payment of any Defaulted Interest on the
     Securities of any series in any other lawful manner not inconsistent with
     the requirements of any securities exchange on which such Securities may be
     listed, and upon such notice as may be required by such

                                      39
<PAGE>
 
     exchange, if, after notice given by the Company to the Trustee of the
     proposed payment pursuant to this Clause, such manner of payment shall be
     deemed practicable by the Trustee.

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

Section 308. Persons Deemed Owners.
             ---------------------

     Prior to due presentment of a Registered Security for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name such Security is registered as the owner of
such Security for the purpose of receiving payment of principal of (and premium,
if any) and (subject to Section 307) interest on such Security and for all other
purposes whatsoever, whether or not such Security be overdue, and neither the
Company, the Trustee nor any agent of the Company or the Trustee shall be
affected by notice to the contrary.

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

     Notwithstanding the foregoing, with respect to any Global Security, nothing
herein shall prevent the Company, the Trustee or any agent of the Company or the
Trustee from giving effect to any written certification, proxy or other
authorization furnished by a Depositary or impair, as between a Depositary and
holders of beneficial interests in any Global Security, the operation of
customary practices governing the exercise of the rights of the Depositary as
Holder of such Global Security. None of the Company, the Trustee, any Paying
Agent or the Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests of a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.

                                      40
<PAGE>
 
Section 309. Cancellation.
             ------------

     All Securities surrendered for payment, redemption, registration of
transfer or exchange or for credit against any sinking fund payment shall, if
surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly cancelled by it. The Company may at any time deliver to
the Trustee for cancellation any Securities previously authenticated and
delivered hereunder which the Company may have acquired in any manner
whatsoever, and may deliver to the Trustee (or to any other Person for delivery
to the Trustee) for cancellation any Securities previously authenticated
hereunder which the Company has not issued and sold, and all Securities so
delivered shall be promptly cancelled by the Trustee. No Securities shall be
authenticated in lieu of or in exchange for any Securities cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Securities held by the Trustee shall be disposed of as directed by a Company
Order.

Section 310. Computation of Interest.
             -----------------------

     Except as otherwise specified as contemplated by Section 301 for Securities
of any series, interest on the Securities of each series shall be computed on
the basis of a year of twelve 30-day months.

Section 311. Certification by a Person Entitled to Delivery of Bearer Security.
             -----------------------------------------------------------------

     Whenever any provision of this Indenture or a Security contemplates that
certification be given by a Person entitled to delivery of a Bearer Security,
such certification shall be provided substantially in the form of Exhibit A
hereto, with only such changes as shall be approved by the Company.

Section 312. Judgments. 
             ---------
     The Company may provide, pursuant to Section 301, for the Securities of any
series that, to the fullest extent provided under applicable law, (a) the
obligation, if any, of the Company to pay the principal of (and premium, if
any) and interest on the Securities of such series and any appurtenant coupons
in a Foreign Currency, composite currency or Dollars (the "Designated Currency")
as may be specified pursuant to Section 301 is of the essence and agree that
judgments in respect of such Securities shall be given in the Designated
Currency; (b) the obligation of the Company to make payments in the Designated
Currency of the principal of (and premium, if any) and interest on such
Securities and any appurtenant coupons shall, notwithstanding any payment in any
other currency (whether pursuant to a judgment or otherwise), be

                                      41
<PAGE>
 
discharged only to the extent of the amount in the Designated Currency that the
Holder receiving such payment may, in accordance with normal banking procedures,
purchase with the sum paid in such other currency (after any premium and cost of
exchange) in the country of issue of the Designated Currency in the case of
Foreign Currency or Dollars or in the international banking community in the
case of a composite currency on the Business Day immediately following the day
on which such Holder receives such payment; (c) if the amount in the Designated
Currency that may be so purchased for any reason falls short of the amount
originally due, the Company shall pay such additional amounts as may be
necessary to compensate for such shortfall; and (d) any obligation of the
Company not discharged by such payment shall be due as a separate and
independent obligation and, until discharged as provided herein, shall continue
in full force and effect.


                                 ARTICLE FOUR

                          Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture.
             ---------------------------------------

     This Indenture shall upon Company Request cease to be of further effect
(except as to any surviving rights of registration of transfer or exchange of
Securities herein expressly provided for and any right to receive additional
amounts as provided in Section 1010), and the Trustee, at the expense of the
Company, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

          (1) either

          (A) all Securities theretofore authenticated and delivered (other than
     (i) Securities which have been destroyed, lost or stolen and which have
     been replaced or paid as provided in Section 306, (ii) Securities for whose
     payment money has theretofore been deposited in trust or segregated and
     held in trust by the Company and thereafter repaid to the Company or
     discharged from such trust, as provided in Section 1003, (iii) coupons
     appertaining to Bearer Securities surrendered in exchange for Registered
     Securities and maturing after such exchange, surrender of which is not
     required or has been waived as provided in Section 305, and (iv) coupons
     appertaining to Bearer Securities called for redemption and maturing after
     the relevant Redemption Date, surrender of which has been waived as
     provided in Section 1106) have been delivered to the Trustee for
     cancellation; or

                                      42
<PAGE>
 
          (B) all such Securities not theretofore delivered to the Trustee for
     cancellation

               (i) have become due and payable, or
               
               (ii) will become due and payable at their Stated Maturity within
     one year, or
     
               (iii) are to be called for redemption within one year under
     arrangements satisfactory to the Trustee for the giving of notice of
     redemption by the Trustee in the name, and at the expense, of the Company,

     and the Company, in the case of (i), (ii) or (iii) above, has deposited or
     caused to be deposited with the Trustee as trust funds in trust in an
     amount sufficient to pay and discharge the entire indebtedness on such
     Securities not theretofore delivered to the Trustee for cancellation, for
     principal (and premium, if any) and interest to the date of such deposit
     (in the case of Securities which have become due and payable) or to the
     Stated Maturity or Redemption Date, as the case may be;
     
          (2) the Company has paid or caused to be paid all other sums payable
     hereunder by the Company; and

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

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

Section 402. Application of Trust Money.
             --------------------------

     Subject to provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium, if
any) and interest for whose payment such money has been deposited with the

                                      43
<PAGE>
 
Trustee; but such money need not be segregated from other funds except to the
extent required by law.


                                 ARTICLE FIVE
                    
                                   Remedies

Section 501. Events of Default.
             -----------------

     "Event of Default," wherever used herein with respect to Securities of any
series, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

          (1) default in the payment of any interest upon any Security of that
     series when it becomes due and payable, and continuance of such default for
     a period of 30 days; or
      
          (2) default in the payment of the principal of (or premium, if any,
     on) any Security of that series at its Maturity; or

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

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

          (5) a default by the Company in the payment of any indebtedness for
     borrowed money (including a default with respect to Securities of any
     series other than that series), whether such indebtedness now exists or
     shall hereafter be created, whether at maturity, by call for

                                      44
<PAGE>
 
     redemption, by acceleration, declaration or otherwise, and any period of
     grace with respect thereto shall have expired, unless the time for payment
     shall have been effectively extended; provided, however, that, subject to
                                           -----------------
     the provisions of Sections 601 and 602, the Trustee shall not be charged
     with knowledge of any such default unless written notice thereof shall have
     been given to the Trustee at its Corporate Trust Office by the Company, by
     the holder or an agent of a holder of any such indebtedness, or by the
     trustee then acting under any indenture or other instrument under which
     such default shall have occurred, or by the holders of not less than 25% in
     principal amount of the Outstanding Securities of that series; provided,
                                                                    --------
     however, that if, prior to a declaration of acceleration of the maturity
     -------
     of the Securities of that series or the entry of judgment in favor of the
     Trustee in a suit pursuant to Section 503, such default shall be remedied
     or cured by the Company or waived by the holders of such indebtedness, then
     the Event of Default hereunder by reason thereof shall be deemed likewise
     to have been thereupon remedied, cured or waived without further action
     upon the part of either the Trustee or any of the Securityholders; or

          (6)  the entry by a court having jurisdiction in the premises of (A) a
     decree or order for relief in respect of the Company in an involuntary case
     or proceeding under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or (B) a decree or order adjudging the
     Company a bankrupt or insolvent, or approving as properly filed a petition
     seeking reorganization, arrangement, adjustment or composition of or in
     respect of the Company under any applicable Federal or State law, or
     appointing a custodian, receiver, liquidator, assignee, trustee,
     sequestrator or other similar official of the Company or of any substantial
     part of its property, or ordering the winding up or liquidation of its
     affairs, and the continuance of any such decree or order for relief or any
     such other decree or order unstayed and in effect for a period of 60
     consecutive days; or

          (7)  the commencement by the Company of a voluntary case or proceeding
     under any applicable Federal or State bankruptcy, insolvency,
     reorganization or other similar law or of any other case or proceeding to
     be adjudicated a bankrupt or insolvent, or the consent by it to the entry
     of a decree or order for relief in respect of the Company in an involuntary
     case or proceeding under any applicable Federal or State bankruptcy,
     insolvency, reorganization or other similar law or to the commencement of
     any bankruptcy or insolvency case or

                                      45
<PAGE>
 
     proceeding against it, or the filing by it of a petition or answer or
     consent seeking reorganization or relief under any applicable Federal or
     State law, or the consent by it to the filing of such petition or to the
     appointment of or taking possession by a custodian, receiver, liquidator,
     assignee, trustee, sequestrator or other similar official of the Company or
     of any substantial part of its property, or the making by it of an
     assignment for the benefit of creditors, or the admission by it in writing
     of its inability to pay its debts generally as they become due, or the
     taking of corporate action by the Company in furtherance of any such
     action; or

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

Section 502.  Acceleration of Maturity; Rescission and Annulment. 
              --------------------------------------------------
     If an Event of Default with respect to Securities of any series at the time
Outstanding occurs and is continuing, then in every such case the Trustee or
the Holders of not less than 25% in principal amount of the Outstanding
Securities of that series may declare the principal amount (or, if any of the
Securities of that series are Original Issue Discount Securities, such portion
of the principal amount of such Securities as may be specified in the terms
thereof) of all of the Securities of that series to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given
by Holders), and upon any such declaration such principal amount (or specified
amount) shall become immediately due and payable.

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

          (1)  the Company has paid or deposited with the Trustee a sum
     sufficient to pay

               (A)  all overdue interest on all Securities of that series,

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

                                      46
<PAGE>
 
          acceleration and any interest thereon at the rate or rates prescribed
          therefor in such Securities,

               (C)  to the extent that payment of such interest is lawful,
          interest upon overdue interest at the rate or rates prescribed
          therefor in such Securities, and

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

          (2)  all Events of Default with respect to Securities of that series,
     other than the non-payment of the principal of Securities of that series
     which have become due solely by such declaration of acceleration, have been
     cured or waived as provided in Section 513. 

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

Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.
              ---------------------------------------------------------------
     The Company covenants that if

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

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

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of such Securities, the whole amount then due and payable on such
Securities for principal and any premium and interest and, to the extent that
payment of such interest shall be legally enforceable, interest on any overdue
principal and premium and on any overdue interest, at the rate or rates
prescribed therefor in such Securities, and, in addition thereto, such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

     If the Company fails to pay such amounts forthwith upon such demand, the
Trustee, in its own name and as trustee of an express trust, may institute a
judicial proceeding for the collection of the sums so due and unpaid, may
prosecute such

                                      47
<PAGE>
 
proceeding to judgment or final decree and may enforce the same against the
Company or any other obligor upon such Securities and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the
property of the Company or any other obligor upon such Securities, wherever
situated.

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

Section 504. Trustee May File Proofs of Claim.
             --------------------------------
     In case of any judicial proceeding relative to the Company (or any other
obligor upon the Securities), its property or its creditors, the Trustee shall
be entitled and empowered, by intervention in such proceeding or otherwise, to
take any and all actions authorized under the Trust Indenture Act in order to
have claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

     No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Securities
or the rights of any Holder thereof or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

Section 505.  Trustee May Enforce Claims Without Possession of Securities.
              -----------------------------------------------------------
     All rights of action and claims under this Indenture or the Securities may
be prosecuted and enforced by the Trustee without the possession of any of the
Securities or the production thereof in any proceeding relating thereto, and any

                                      48
<PAGE>
 
such proceeding instituted by the Trustee shall be brought in its own name as
trustee of an express trust, and any recovery of judgment shall, after provision
for the payment of the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, be for the ratable benefit of
the Holders of the Securities in respect of which such judgment has been
recovered.

Section 506. Application of Money Collected.
             ------------------------------
     Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Securities and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

          FIRST:  To the payment of all amounts due the Trustee under Section
     607; and

          SECOND:  To the payment of the amounts then due and unpaid for
     principal of and any premium and interest on the Securities in respect of
     which or for the benefit of which such money has been collected, ratably,
     without preference or priority of any kind, according to the amounts due
     and payable on such Securities for principal and any premium and interest,
     respectively. Except to the extent otherwise provided in Section 312 if
     such Section is specified as applicable to Securities of a particular
     series, the Holders of each series of Securities denominated in ECU, any
     other composite currency or a Foreign Currency and any matured coupons
     relating thereto shall be entitled to receive a ratable portion of the
     amount determined by the exchange rate agent specified pursuant to Section
     301 by converting the principal amount Outstanding of such series of
     Securities and matured but unpaid interest on such series of Securities in
     the currency in which such series of Securities is denominated into Dollars
     at the Exchange Rate as of the date of declaration of acceleration of the
     Maturity of the Securities (or, if there is no such rate on such date,
     such rate as determined by such exchange rate agent).

     Upon receipt by the Trustee of any declaration of acceleration, or
rescission and annulment thereof, with respect to Securities of a series all or
part of which is represented by a Global Security, the Trustee shall establish a
record date for determining Holders of Outstanding Securities of such

                                      49
<PAGE>
 
series entitled to join in such declaration of acceleration, or rescission and
annulment, as the case may be, which record date shall be at the close of
business on the day the Trustee receives such declaration of acceleration, or
rescission and annulment, as the case may be. The Holders on such record date,
or their duly designated proxies, and only such Persons, shall be entitled to
join in such declaration of acceleration, or rescission and annulment, as the
case may be, whether or not such Holders remain Holders after such record date;
provided, that unless such declaration of acceleration, or rescission and
--------
annulment, as the case may be, shall have become effective by virtue of the
requisite percentage having been obtained prior to the day which is 90 days
after such record date, such declaration of acceleration, or rescission and
annulment, as the case may be shall automatically and without further action by
any Holder be canceled and of no further effect. Nothing in this paragraph shall
prevent a Holder, or a proxy of a Holder, from giving, after expiration of such
90-day period, a new declaration of acceleration, or rescission or annulment
thereof, as the case may be, that is identical to a declaration of acceleration,
or rescission or annulment thereof, which has been cancelled pursuant to the
proviso to the preceding sentence, in which event a new record date shall be
established pursuant to the provisions of this Section 502.

Section 507.  Limitation on Suits.
              -------------------
     No Holder of any Security of any series shall have any right to institute
any proceeding, judicial or otherwise, with respect to this Indenture, or for
the appointment of a receiver or trustee, or for any other remedy hereunder,
unless 
          (l)  such Holder has previously given written notice to the Trustee of
     a continuing Event of Default with respect to the Securities of that
     series;

          (2)  the Holders of not less than 25% in principal amount of the
     Outstanding Securities of that series shall have made written request to
     the Trustee to institute proceedings in respect of such Event of Default in
     its own name as Trustee hereunder;

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

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

                                      50
<PAGE>
 
          (5)  no direction inconsistent with such written request has been
     given to the Trustee during such 60-day period by the Holders of a majority
     in principal amount of the Outstanding Securities of that series;

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

Section 508.  Unconditional Right of Holders to Receive Principal Premium and
              ---------------------------------------------------------------
              Interest.
              --------
     Notwithstanding any other provision in this Indenture, the Holder of any
Security shall have the right, which is absolute and unconditional, to receive
payment of the principal of (and premium, if any) and (subject to Section 307)
any interest on such Security on the Stated Maturity or Maturities expressed in
such Security (or, in the case of redemption, on the Redemption Date) and to
institute suit for the enforcement of any such payment, and such rights shall
not be impaired without the consent of such Holder.

Section 509.  Restoration of Rights and Remedies. 
              ----------------------------------
     If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights and remedies of the Trustee and the Holders shall continue as though
no such proceeding had been instituted.

Section 510.  Rights and Remedies Cumulative. 
              ------------------------------
     Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Securities in the last paragraph of Section
306, no right or remedy herein conferred upon or reserved to the Trustee or to
the Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment

                                      51
<PAGE>
 
of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 511.  Delay or Omission Not Waiver. 
              ----------------------------
     No delay or omission of the Trustee or of any Holder of any Securities to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

Section 512.  Control by Holders.
              ------------------
     The Holders of a majority in principal amount of the Outstanding Securities
of any series shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the Securities
of such series, provided that
                --------
          (1) such direction shall not be in conflict with any rule of law or
     with this Indenture, and

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

     Upon receipt by the Trustee of any such direction with respect to
Securities of a series all or part of which is represented by a Global Security,
the Trustee shall establish a record date for determining Holders of Outstanding
Securities of such series entitled to join in such direction, which record date
shall be at the close of business on the day the Trustee receives such
direction. The Holders on such record date, or their duly designated proxies,
and only such Persons, shall be entitled to join in such direction, whether or
not such Holders remain Holders after such record date; provided, that unless
                                                        --------
such majority in principal amount shall have been obtained prior to the day
which is 90 days after such record date, such direction shall automatically and
without further action by any Holder be cancelled and of no further effect.
Nothing in this paragraph shall prevent a Holder, or a proxy of a Holder, from
giving, after expiration of such 90-day period, a new direction identical to a
direction which has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 512.

                                      52
<PAGE>
 
Section 513.  Waiver of Past Defaults.
              -----------------------
     The Holders of not less than a majority in principal amount of the
Outstanding Securities of any series may on behalf of the Holders of all the
Securities of such series waive any past default hereunder with respect to such
series and its consequences, except a default

          (1) in the payment of the principal of or any premium or interest on
     any Security of such series, or

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

     Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to waive any past default hereunder.
If a record date is fixed, the Holders on such record date, or their duly
designated proxies, and only such Persons, shall be entitled to waive any
default hereunder, whether or not such Holders remain Holders after such record
date; provided, that unless such majority in principal amount shall have been
      --------
obtained prior to the date which is 90 days after such record date, any such
waiver previously given shall automatically and without further action by any
Holder be cancelled and of no further effect.

Section 514.  Undertaking for Costs.
              ---------------------
     In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
               --------
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company.

Section 515.  Waiver of Stay or Extension Laws.
              --------------------------------
     The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or

                                      53
<PAGE>
 
in any manner whatsoever claim or take the benefit or advantage of, any stay or
extension law wherever enacted, now or at any time hereafter in force, which may
affect the covenants or the performance of this Indenture; and the Company (to
the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and
permit the execution of every such power as though no such law had been enacted.

                                  ARTICLE SIX

                                  The Trustee

Section 601.  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 affecting the liability of or affording protection to
the Trustee shall be subject to the provisions of this Section.

Section 602.  Notice of Defaults.
              ------------------
     If a default occurs hereunder with respect to Securities of any series, the
Trustee shall give the Holders of Securities of such series notice of such
default as and to the extent provided by the Trust Indenture Act; provided,
                                                                  --------
however, that in the case of any default of the character specified in Section
-------
501(4) with respect to Securities of such series, no such notice to Holders
shall be given until at least 30 days after the occurrence thereof. For the
purpose of this Section, the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to Securities of such series.

Section 603.  Certain Rights of Trustee.
              -------------------------
     Subject to the provisions of Section 601:

          (a) the Trustee may rely and shall be protected in acting or
     refraining from acting upon any resolution, certificate, statement,
     instrument, opinion, report,

                                      54
<PAGE>
 
     notice, request, direction, consent, order, bond, debenture, note, other
     evidence of indebtedness or other paper or document believed by it to be
     genuine and to have been signed or presented by the proper party or
     parties;

          (b) any request or direction of the Company mentioned herein shall be
     sufficiently evidenced by a Company Request or Company Order and any
     resolution of the Board of Directors may be sufficiently evidenced by a
     Board Resolution;

          (c) whenever in the administration of this Indenture the Trustee shall
     deem it desirable that a matter be proved or established prior to taking,
     suffering or omitting any action hereunder, the Trustee (unless other
     evidence be herein specifically prescribed) may, in the absence of bad
     faith on its part, rely upon an Officers' Certificate;

          (d) the Trustee may consult with counsel and the written advice of
     such counsel or any Opinion of Counsel shall be full and complete
     authorization and protection in respect of any action taken, suffered or
     omitted by it hereunder in good faith and in reliance thereon;

          (e) 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;

          (f) the Trustee shall not be bound to make any investigation into the
     facts or matters stated in any resolution, certificate, statement,
     instrument, opinion, report, notice, request, direction, consent, order,
     bond, debenture, note, other evidence of indebtedness or other paper or
     document, but the Trustee, in its discretion, may make such further inquiry
     or investigation into such facts or matters as it may see fit, and, if the
     Trustee shall determine to make such further inquiry or investigation, it
     shall be entitled to examine the books, records and premises of the
     Company, personally or by agent or attorney; and

          (g) the Trustee may execute any of the trusts or powers hereunder or
     perform any duties hereunder either directly or by or through agents or
     attorneys and the Trustee shall not be responsible for any misconduct or

                                      55
<PAGE>
 
     negligence on the part of any agent or attorney appointed with due care by
     it hereunder.

Section 604.  Not Responsible for Recitals or Issuance of Securities.
              ------------------------------------------------------
     The recitals contained herein and in the Securities, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and the Trustee or any Authenticating Agent assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Indenture or of the Securities. The Trustee or any
Authenticating Agent shall not be accountable for the use or application by the
Company of Securities or the proceeds thereof.

Section 605.  May Hold Securities.
              -------------------
     The Trustee, any Authenticating Agent, any Paying Agent, any Security
Registrar or any other agent of the Company, in its individual or any other
capacity, may become the owner or pledgee of Securities and, subject to Sections
608 and 613, may otherwise deal with the Company with the same rights it would
have if it were not Trustee, Authenticating Agent, Paying Agent, Security
Registrar or such other agent.

Section 606.  Money Held in Trust.
              -------------------
     Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

Section 607.  Compensation and Reimbursement.
              ------------------------------
     The Company agrees

          (1)  to pay to the Trustee from time to time reasonable compensation
     for all services rendered by it hereunder (which compensation shall not be
     limited by any provision of law in regard to the compensation of a trustee
     of an express trust);

          (2)  except as otherwise expressly provided herein, to reimburse the
     Trustee upon its request for all reasonable expenses, disbursements and
     advances incurred or made by the Trustee in accordance with any provision
     of this Indenture (including the reasonable compensation and the expenses
     and disbursements of its agents and counsel), except any such expense,
     disbursement or

                                       56
<PAGE>
 
     advance as may be attributable to its negligence or bad faith; and
 
          (3) to indemnify the Trustee for, and to hold it harmless against, any
     loss, liability or expense incurred without negligence or bad faith on its
     part, arising out of or in connection with the acceptance or administration
     of the trust or trusts hereunder, including the costs and expenses of
     defending itself against any claim or liability in connection with the
     exercise or performance of any of its powers or duties hereunder.

Section 608. Disqualification; Conflicting Interests.
             ----------------------------------------
     If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

Section 609. Corporate Trustee Required; Eligibility. 
             ----------------------------------------
     There shall at all times be a Trustee hereunder which shall be a Person
that is eligible pursuant to the Trust Indenture Act to act as such and has a
combined capital and surplus of at least $50,000,000 and its Corporate Trust
Office in any State of the United States. If such Person publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

Section 610. Resignation and Removal; Appointment of Successor.
             --------------------------------------------------
     (a) No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee in accordance with the
applicable requirements of Section 611.

     (b) The Trustee may resign at any time with respect to the Securities of
one or more series by giving written notice thereof to the Company. If the
instrument of acceptance by a successor Trustee required by Section 611 shall
not have been

                                       57
<PAGE>
 
delivered to the Trustee within 30 days after the giving of such notice of
resignation, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Securities of such series.

     (c) The Trustee may be removed at any time with respect to the Securities
of any series by Act of the Holders of a majority in principal amount of the
Outstanding Securities of such series, delivered to the Trustee and to the
Company.

     (d) If at any time:

          (1) the Trustee shall fail to comply with Section 608 after written
     request therefor by the Company or by any Holder who has been a bona fide
     Holder of a Security for at least six months, or

          (2) the Trustee shall cease to be eligible under Section 609 and shall
     fail to resign after written request therefor by the Company or by any such
     Holder, or

          (3) the Trustee shall become incapable of acting or shall be adjudged
     a bankrupt or insolvent or a receiver of the Trustee or of its property
     shall be appointed or any public officer shall take charge or control of
     the Trustee or of its property or affairs for the purpose of
     rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company by a Board Resolution may remove the
Trustee with respect to all securities, or (ii) subject to Section 514, any
Holder who has been a bona fide Holder of a Security for at least six months
may, on behalf of himself and all others similarly situated, petition any court
of competent jurisdiction for the removal of the Trustee with respect to all
Securities and the appointment of a successor Trustee or Trustees.

     (e) If the Trustee shall resign, be removed or become incapable of acting,
or if a vacancy shall occur in the office of Trustee for any cause, with respect
to the Securities of one or more series, the Company, by a Board Resolution,
shall promptly appoint a successor Trustee or Trustees with respect to the
Securities of that or those series (it being understood that any such successor
Trustee may be appointed with respect to the Securities of one or more or all of
such series and that at any time there shall be only one Trustee with respect to
the Securities of any particular series) and shall comply with the applicable
requirements of Section 611. If, within one year after such resignation, removal
or incapability, or the occurrence of such vacancy, a successor Trustee with
respect to

                                       58
<PAGE>
 
the Securities of any Series shall be appointed by Act of the Holders of a
majority in principal amount of the Outstanding Securities of such series
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment in accordance
with the applicable requirements of Section 611, become the successor Trustee
with respect to the Securities of such series and to that extent supersede the
successor Trustee appointed by the Company. If no successor Trustee with respect
to the Securities of any Series shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Security of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the appointment of a successor Trustee
with respect to the Securities of such series.

     (f) The Company shall give notice of each resignation and each removal of
the Trustee with respect to the Securities of any series and each appointment of
a successor Trustee with respect to the Securities of any series to all Holders
of Securities of such series in the manner provided in Section 106. Each notice
shall include the name of the successor Trustee with respect to the Securities
of such series and the address of its Corporate Trust Office.

Section 611. Acceptance of Appointment by Successor.
             ---------------------------------------
     (a) In case of the appointment hereunder of a successor Trustee with
respect to all Securities, every such successor Trustee so appointed shall
execute, acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on the request
of the Company or the successor Trustee, such retiring Trustee shall, upon
payment of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee and
shall duly assign, transfer and deliver to such successor Trustee all property
and money held by such retiring Trustee hereunder.

     (b) In case of the appointment hereunder of a successor Trustee with
respect to the Securities of one or more (but not all) series, the Company, the
retiring Trustee and each successor Trustee with respect to the Securities of
one or more series shall execute and deliver an indenture supplemental hereto
wherein each successor Trustee shall accept such

                                       59
<PAGE>
 
appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all
the rights, powers, trusts and duties of the retiring Trustee with respect to
the Securities of that or those series to which the appointment of such
successor Trustee relates, (2) if the retiring Trustee is not retiring with
respect to all Securities, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
as to which the retiring Trustee is not retiring shall continue to be vested in
the retiring Trustee, and (3) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon
the execution and delivery of such supplemental indenture the resignation or
removal of the retiring Trustee shall become effective to the extent provided
therein and each such successor Trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the retiring Trustee with respect to the Securities of that or those series
to which the appointment of such successor Trustee relates; but, on request of
the Company or any successor Trustee, such retiring Trustee shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Securities of that or those
series to which the appointment of such successor Trustee relates.
                                                          
     (c) Upon request of any such successor Trustee, the Company shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Trustee all such rights, powers and trusts referred to in
paragraph (a) and (b) of this Section, as the case may be.

     (d) No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

Section 612. Merger, Conversion, Consolidation or Succession to Business.
             ------------------------------------------------------------
     Any corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all the

                                       60
<PAGE>

corporate trust business of the Trustee, shall be the successor of the Trustee
hereunder, provided such corporation shall be otherwise qualified and eligible
under this Article, without the execution or filing of any paper or any further
act on the part of any of the parties hereto. In case any Securities shall have
been authenticated, but not delivered, by the Trustee then in office, any
successor by merger, conversion or consolidation to such authenticating Trustee
may adopt such authentication and deliver the Securities so authenticated with
the same effect as if such successor Trustee had itself authenticated such
Securities.

Section 613. Preferential Collection of Claims Against Company.
             --------------------------------------------------
     If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Securities), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims
against the Company (or any such other obligor).

Section 614. Appointment of Authenticating Agent.
             ------------------------------------
     The Trustee may appoint an Authenticating Agent or Agents with respect to
one or more series of Securities which shall be authorized to act on behalf of
the Trustee to authenticate Securities of such series issued upon original issue
and upon exchange, registration of transfer or partial redemption thereof or
pursuant to Section 306, and Securities so authenticated shall be entitled to
the benefits of this Indenture and shall be valid and obligatory for all
purposes as if authenticated by the Trustee hereunder. Wherever reference is
made in this Indenture to the authentication and delivery of Securities by the
Trustee or the Trustee's certificate of authentication, such reference shall be
deemed to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent. Each Authenticating Agent shall be
acceptable to the Company and shall at all times be a corporation organized and
doing business under the laws of the United States of America, any State thereof
or the District of Columbia, authorized under such laws to act as Authenticating
Agent, having a combined capital and surplus of not less than $50,000,000 and
subject to supervision or examination by Federal or State authority. If such
Authenticating Agent publishes reports of condition at least annually, pursuant
to law or to the requirements of said supervising or examining authority, then
for the purposes of this Section, the combined capital and surplus of such
Authenticating Agent shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. If at any time an
Authenticating Agent shall

                                       61
<PAGE>
 
cease to be eligible in accordance with the provisions of this Section, such
Authenticating Agent shall resign immediately in the manner and with the effect
specified in this Section.

     Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of an Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

     An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall mail written notice of
such appointment by first-class mail, postage prepaid, to all Holders of
Securities of the series with respect to which such Authenticating Agent will
serve, as their names and addresses appear in the Security Register. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

     The Trustee agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 607.

     If an appointment with respect to one or more series is made pursuant to
this Section, the Securities of such series may have endorsed thereon, in
addition to the Trustee's certificate of authentication, an alternative
certificate of authentication in the following form:

                                       62
<PAGE>

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

                                         THE FIRST NATIONAL BANK OF CHICAGO, 
                                         As Trustee



                                         By                                  ,
                                             --------------------------------
                                             As Authenticating Agent
                                             

                                         By
                                             --------------------------------
                                             Authorized Officer

                                 ARTICLE SEVEN

               Holders' Lists and Reports by Trustee and Company

Section 701. Company to Furnish Trustee Names and Addresses of Holders.
             ----------------------------------------------------------
     The Company will furnish or cause to be furnished to the Trustee

     (a) semi-annually, not later than January 15 and July 15 in each year, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders as of the preceding January 1 or July 1, as the case
may be, and

     (b) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

excluding from any such list names and addresses received by the Trustee in its
---------
capacity as Security Registrar.

     The Trustee shall preserve for at least two years the names and addresses
of Holders of Bearer Securities filed with the Trustee pursuant to Section
703(b).

Section 702. Preservation of Information; Communications to Holders.
             -------------------------------------------------------
     (a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Security
Registrar.

                                       63
<PAGE>
 
The Trustee may destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished.

     (b) The rights of the Holders to communicate with other Holders with
respect to their rights under this Indenture or under the Securities, and the
corresponding rights and privileges of the Trustee, shall be as provided by the
Trust Indenture Act.

     (c) Every Holder of Securities, by receiving and holding the same, agrees
with the Company and the Trustee that neither the Company nor the Trustee nor
any agent of either of them shall be held accountable by reason of any
disclosure of information as to names and addresses of Holders made pursuant to
the Trust Indenture Act.

Section 703. Reports by Trustee.
             ------------------

     (a) The Trustee shall transmit to Holders such reports concerning the
Trustee and its actions under this Indenture as may be required pursuant to the
Trust Indenture Act at the times and in the manner provided pursuant thereto.

     (b) Reports pursuant to this Section shall be transmitted by mail:

          (1)  to all Holders of Registered Securities, as the names and
               addresses of such Holders appear in the Security Register;

          (2)  to such Holders of Bearer Securities as have, within the two
               years preceding such transmission, filed their names and
               addresses with the Trustee for that purpose; and

          (3)  except in the case of reports pursuant to Subsection (b) of this
               Section, to each Holder of a Security whose name and address is
               preserved at the time by the Trustee, as provided in Section
               702(a).

     (c) A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any
Securities are listed, with the Commission and with the Company. The Company
will notify the Trustee when any Securities are listed on any stock exchange.

Section 704. Reports by Company.
             ------------------

     The Company shall file with the Trustee and the Commission, and transmit to
Holders, such information,

                                       64
<PAGE>
 
documents and other reports, and such summaries thereof, as may be required
pursuant to the Trust Indenture Act at the times and in the manner provided
pursuant to such Act and, as applicable, Section 703(b); provided that any such
                                                         --------  
information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 shall be
filed with the Trustee within 15 days after the same is so required to be filed
with the Commission.

                                 ARTICLE EIGHT

             Consolidation, Merger, Conveyance, Transfer or Lease

Section 801. Company May Consolidate, Etc., Only on Certain Terms. 
             ----------------------------------------------------

     The Company shall not, and will not permit any Subsidiary to, consolidate
with or merge into any other corporation or convey, transfer or lease its
properties and assets substantially as an entirety to any Person, and the
Company shall not permit any Person to consolidate with or merge into the
Company or any Subsidiary or convey, transfer or lease its properties and assets
substantially as an entirety to the Company or any Subsidiary, unless:

          (1) in case the Company shall consolidate with or merge into another
     corporation or convey, transfer or lease its properties and assets
     substantially as an entirety to any Person, the corporation formed by
     such consolidation or into which the Company is merged or the Person which
     acquires by conveyance or transfer, or which leases, the properties and
     assets of the Company substantially as an entirety shall be a corporation
     organized and existing under the laws of the United States of America, any
     State thereof or the District of Columbia and shall expressly assume, by an
     indenture supplemental hereto, executed and delivered to the Trustee, in
     form satisfactory to the Trustee, the due and punctual payment of the
     principal of (and premium, if any) and interest on all the Securities
     (including all additional amounts, if any, payable pursuant to Section
     1010) and the performance of every covenant of this Indenture on the part
     of the Company to be performed or observed;

          (2) immediately after giving effect to such transaction and treating
     any indebtedness which becomes an obligation of the Company or a Subsidiary
     as a result of such transaction as having been incurred by the Company or
     such Subsidiary at the time of such transaction, no Event of Default, and
     no event which,

                                       65
<PAGE>
 
     after notice or lapse of time or both, would become an Event of Default,
     shall have happened and be continuing;

          (3) if, as a result of any such consolidation or merger or such
     conveyance, transfer or lease, any Principal Property of the Company or of
     any Subsidiary, or any indebtedness of or equity securities of any
     Subsidiary or Affiliate (but not including any such indebtedness and equity
     securities or any other property not owned by the Company or a Subsidiary
     immediately prior to any such consolidation, merger, conveyance, transfer
     or lease) would become subject to a mortgage, pledge, lien, security
     interest or other encumbrance which would not be permitted by this
     Indenture, the Company or such successor corporation or Person, as the case
     may be, shall take such steps as shall be necessary effectively to secure
     the Securities equally and ratably with (or prior to) all indebtedness
     secured thereby; and

          (4) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel, each stating that such consolidation, merger,
     conveyance, transfer or lease and, if a supplemental indenture is required
     in connection with such transaction, such supplemental indenture comply
     with this Article and that all conditions precedent herein provided for
     relating to such transactions have been complied with.

Section 802. Successor Substituted.
             ---------------------

     Upon any consolidation of the Company with, or merger of the Company into,
any other Person or any conveyance, transfer or lease of the properties and
assets of the Company substantially as an entirety in accordance with Section
801, the successor Person formed by such consolidation or into which the Company
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor Person
had been named as the Company herein, and thereafter, except in the case of a
lease, the predecessor Person shall be relieved of all obligations and covenants
under this Indenture and the Securities.

                                       66
<PAGE>
 
                                 ARTICLE NINE

                            Supplemental Indentures

Section 901. Supplemental Indentures Without Consent of Holders. 
             --------------------------------------------------

     Without the consent of any Holders, the Company, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into
one or more indentures supplemental hereto, in form satisfactory to the Trustee,
for any of the following purposes:

          (1) to evidence the succession of another Person to the Company and
     the assumption by any such successor of the covenants of the Company herein
     and in the Securities; or

          (2) to add to the covenants of the Company for the benefit of the
     Holders of all or any series of Securities (and if such covenants are to be
     for the benefit of less than all series of Securities, stating that such
     covenants are expressly being included solely for the benefit of such
     series) or to surrender any right or power herein conferred upon the
     Company; or

          (3) to add any additional Events of Default; or
     
          (4) to add to or change any of the provisions of this Indenture to
     provide that Bearer Securities may be registrable as to principal, to
     change or eliminate any restrictions on the payment of principal (or
     premium, if any) on Registered Securities or of principal (or premium, if
     any) or any interest on Bearer Securities, to permit Registered Securities
     to be exchanged for Bearer Securities, provided any such action shall not
     adversely affect the interests of the Holders of Securities of any series
     or any related coupons in any material respect; or

          (5) to add to, change or eliminate any of the provisions of this
     Indenture in respect of one or more series of Securities, provided that any
                                                               --------
     such addition, change or elimination (i) shall neither (A) apply to any
     Security of any series created prior to the execution of such supplemental
     indenture and entitled to the benefit of such provision nor (B) modify the
     rights of the Holder of any such Security with respect to such provision or
     (ii) shall become effective only when there is no such Security
     Outstanding; or

          (6) to secure the Securities pursuant to the requirements of Section
     1006 or otherwise; or

                                       67
<PAGE>

          (7) to establish the form or terms of Securities of any series as
     permitted by Sections 201 and 301; or

          (8) to evidence and provide for the acceptance of appointment
     hereunder by a successor Trustee with respect to the Securities of one or
     more series and to add to or change any of the provisions of this Indenture
     as shall be necessary to provide for or facilitate the administration of
     the trusts hereunder by more than one Trustee, pursuant to the requirements
     of Section 611(b); or

          (9) to cure any ambiguity, to correct or supplement any provision
     herein which may be inconsistent with any other provision herein, or to
     make any other provisions with respect to matters or questions arising
     under this Indenture, provided that such action pursuant to this clause (9)
                           --------
     shall not adversely affect the interests of the Holders of Securities of
     any series in any material respect.

Section 902. Supplemental Indentures with Consent of Holders.
             -----------------------------------------------

     With the consent of the Holders of not less than 66-2/3% in principal
amount of the Outstanding Securities of each series affected by such
supplemental indenture, by Act of said Holders delivered to the Company and the
Trustee, the Company, when authorized by a Board Resolution, and the Trustee may
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Indenture or of modifying in any manner the rights of the
Holders of Securities of such series under this Indenture; provided, however,
                                                           -----------------
that no such supplemental indenture shall, without the consent of the Holder of 
each Outstanding Security affected thereby,

          (1) change the Stated Maturity of the principal of, or any instalment
     of principal of or interest on, any Security, or reduce the principal
     amount thereof or the rate of interest thereon or any premium payable upon
     the redemption thereof, or reduce the amount of the principal of an
     Original Issue Discount Security that would be due and payable upon a
     declaration of acceleration of the Maturity thereof pursuant to Section
     502, or change any Place of Payment where, or the coin or currency in
     which, any Security or any premium or interest thereon is payable, or
     impair the right to institute suit for the enforcement of any such payment
     on or after the Stated Maturity thereof (or, in the case of redemption, on
     or after the Redemption Date), or change any obligation of

                                       68
<PAGE>
 
     the Company to pay additional amounts pursuant to Section 1010 (except as
     contemplated by Sections 301 or 801(1) or permitted by Section 901(1)), or

          (2) reduce the percentage in principal amount of the Outstanding
     Securities of any series, the consent of whose Holders is required for any
     such supplemental indenture, or the consent of whose Holders is required
     for any waiver (of compliance with certain provisions of this Indenture or
     certain defaults hereunder and their consequences) provided for in this
     Indenture, or reduce the requirements of Section 1404 of quorum or voting,
     or

          (3) modify any of the provisions of this Section, Section 513 or
     Section 1009, except to increase any such percentage or to provide that
     certain other provisions of this Indenture cannot be modified or waived
     without the consent of the Holder of each Outstanding Security affected
     thereby, provided, however, that this clause shall not be deemed to require
              -----------------
     the consent of any Holder with respect to changes in the references to "the
     Trustee" and concomitant changes in this Section and Section 1009, or the
     deletion of this proviso, in accordance with the requirements of Sections
     611(b) and 901(8).

A supplemental indenture which changes or eliminates any covenant or other
provision of this Indenture which has expressly been included solely for the
benefit of one or more particular series of Securities, or which modifies the
rights of the Holders of Securities of such series with respect to such covenant
or other provision, shall be deemed not to affect the rights under this
Indenture of the Holders of Securities of any other series.

     It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

     The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Persons entitled to consent to any indenture
supplemental hereto. If a record date is fixed, the Holders on such record date
or their duly designated proxies, and only such Persons, shall be entitled to
consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided, that unless such consent shall have
                                --------
become effective by virtue of the requisite percentage having been obtained
prior to the date which is 90 days after such record date, any such consent
previously given shall automatically and without further action by any Holder be
cancelled and of no further effect.

                                      69
<PAGE>

Section 903. Execution of Supplemental Indentures.
             ------------------------------------

     In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures.
             ---------------------------------
 
     Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Securities theretofore or thereafter authenticated and delivered hereunder
shall be bound thereby. 

Section 905. Conformity with Trust Indenture Act.
             -----------------------------------

     Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

Section 906. Reference in Securities to Supplemental Indentures.
             --------------------------------------------------

     Securities of any series authenticated and delivered after the execution of
any supplemental indenture pursuant to this Article may, and shall if required
by the Trustee, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company shall so determine,
new Securities of any series so modified as to conform, in the opinion of the
Trustee and the Company, to any such supplemental indenture may be prepared and
executed by the Company and authenticated and delivered by the Trustee in
exchange for Outstanding Securities of such series.

                                  ARTICLE TEN

                                   Covenants

Section 1001. Payment of Principal, Premium and Interest.
              ------------------------------------------

     The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay the

                                      70
<PAGE>
 
principal of (and premium, if any) and interest on the Securities of that series
in accordance with the terms of the Securities and this Indenture. Any interest
due on Bearer Securities on or before Maturity, other than additional amounts,
if any, payable as provided in Section 1010 in respect of principal of (or
premium, if any, on) such a Security, shall be payable only upon presentation
and surrender of the several coupons for such interest installments as are
evidenced thereby as they severally mature.

Section 1002. Maintenance of Office or Agency.
              -------------------------------

     The Company will maintain in each Place of Payment for any series of
Securities an office or agency where Securities of that series may be presented
or surrendered for payment, where Securities of that series may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities of that series and this Indenture
may be served. If Securities of a series are issuable as Bearer Securities, the
Company will maintain, subject to any laws or regulations applicable thereto,
(a) an office or agency in a Place of Payment for such series that is located
outside the United States where Securities of such series and the related
coupons may be presented and surrendered for payment (including payment of any
additional amounts payable on Securities of such series pursuant to Section
1010); provided, however, that if the Securities of such series are listed on
the London Stock Exchange or the Luxembourg Stock Exchange or any other stock
exchange located outside the United States and such stock exchange shall so
require, the Company will maintain a Paying Agent in London or Luxembourg or any
other required city located outside the United States, as the case may be, so
long as the Securities of such series are listed on such exchange, and (B) an
office or agency in a Place of Payment for such series that is located outside
the United States where any Registered Securities of such series may be
surrendered for registration of transfer, where securities of that series may be
surrendered for exchange and where notices and demands to or upon the Company in
respect of the Securities of that series and the Indenture may be served. The
Company will give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee, and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands; provided that Bearer
                                                     --------
Securities of that series and the related coupons may be presented and
surrendered for payment (including payment of any additional amounts payable on

                                      71
<PAGE>
 
Bearer Securities of that series pursuant to Section 1010) at the place
specified for the purpose pursuant to Section 301 or, if no such place is
specified, at the main office of the Trustee in London.

     No payment of principal of or premium or interest on Bearer Securities
shall be made at any office or agency of the Company in the United States or by
check mailed to any address in the United States or by transfer to an account
maintained with a bank located in the United States; provided, however, that, if
the Securities are denominated and payable in Dollars, payment of principal of
and any premium and interest (including any additional amounts payable in
respect thereof pursuant to Section 1010) on any Bearer Security shall be made
in Dollars at the Corporate Trust Office of the Trustee in Chicago, Illinois if
(but only if) payment of the full amount of such principal, premium, interest or
additional amounts at all offices outside the United States maintained for the
purpose by the Company in accordance with this Indenture is illegal or
effectively precluded by exchange controls or other similar restrictions.

     The Company may also from time to time designate one or more other offices
or agencies where the Securities of one or more series may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
              -----------------
any manner relieve the Company of its obligation to maintain an office or agency
in each Place of Payment for Securities of any series for such purposes. The
Company will give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

Section 1003. Money for Securities Payments to Be Held in Trust. 
              --------------------------------------------------
     If the Company shall at any time act as its own Paying Agent with respect
to any series of Securities, it will, on or before each due date of the
principal of (and premium, if any) or interest on any of the Securities of that
series, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal (and premium, if any) or interest
so becoming due until such sums shall be paid to such Persons or otherwise
disposed of as herein provided and will promptly notify the Trustee of its
action or failure so to act.

     Whenever the Company shall have one or more Paying Agents for any series of
Securities, it will, prior to each due date of the principal of (and premium, if
any) or interest on any Securities of that series, deposit with a Paying Agent a
sum

                                       72
<PAGE>
 
sufficient to pay such amount such sum to be held as provided by the Trust
Indenture Act, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its action or failure so to act.

     The Company will cause each Paying Agent for any series of Securities other
than the Trustee to execute and deliver to the Trustee an instrument in which
such Paying Agent shall agree with the Trustee, subject to the provisions of
this Section, that such Paying Agent will (i) comply with the provisions of the
Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
continuance of any default by the Company (or any other obligor upon the
Securities of that series) in the making of any payment in respect of the
Securities of that series, and upon the written request of the Trustee,
forthwith pay to the Trustee all sums held in trust by such Paying Agent for
payment in respect of the Securities of that series.

     The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

     Any money deposited with the Trustee or any Paying Agent, or received by
the Trustee (or another trustee satisfying the requirements of Section 609) in
respect of U.S. Government Obligations deposited with the Trustee (or such other
trustee) pursuant to Section 1304, or then held by the Company, in trust for the
payment of the principal of (and premium, if any) or interest on any Security of
any series and remaining unclaimed for two years after such principal (and
premium, if any) or interest has become due and payable shall be paid to the
Company on Company Request, or (if then held by the Company) shall be discharged
from such trust; and the Holder of such Security shall thereafter, as an
unsecured general creditor, look only to the Company for payment thereof, and
all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent,
       -----------------
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in an Authorized Newspaper of general
circulation in the Borough of Manhattan, The City of New York, and each Place of
Payment, notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
publication, any

                                      73
<PAGE>

unclaimed balance of such money then remaining will be repaid to the Company.

Section 1004. Corporate Existence.
              --------------------
     Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its corporate
existence, rights (charter and statutory) and franchises; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Board of Directors shall determine that the preservation thereof is no
longer desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

Section 1005. Maintenance of Properties.
              --------------------------
     The Company will cause all properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

Section 1006. Limitation on Liens.
              --------------------
     (a)  The Company will not, nor will it permit any Subsidiary to, issue,
assume or guarantee directly or indirectly any indebtedness for money borrowed
(hereinafter in this Article Ten referred to as "Debt"), if such Debt is secured
by a mortgage, pledge, security interest, lien or other encumbrance (any such
mortgage, pledge, security interest, lien or other encumbrance being hereinafter
in this Article Ten referred to as a "mortgage" or "mortgages") upon any
Principal Property or upon any indebtedness of or equity securities of any
Subsidiary or any Affiliate, now owned or hereafter acquired, without in any
such case effectively providing, concurrently with the issuance, assumption or
guarantee of such Debt, that the Securities then Outstanding (together with, if
the Company shall so determine, any other indebtedness of or guaranteed by the
Company or such Subsidiary ranking equally with the Securities and then existing
or thereafter created) shall be secured equally and ratably with (or prior to)
such

                                      74
<PAGE>
 
Debt; provided, however, that the foregoing restriction shall not apply to

          (1) mortgages on any property acquired, constructed or improved by the
     Company or any Subsidiary after the date of this Indenture which are
     created or incurred contemporaneously with or within one hundred twenty
     days after such acquisition, construction or improvement to secure or
     provide for the payment of any part of the purchase price of such property
     or the cost of such construction or improvement (the date of such
     construction or improvement being, for the purpose of this clause (1),
     deemed to be the date of completion of such construction or improvement);
     provided that any such mortgage shall not apply to any other property of
     the Company or any Subsidiary except, in the case of any construction or
     improvement, theretofore unimproved real property on which the property so
     constructed, or the improvement, is located;

          (2) mortgages on any property acquired from a corporation which is
     merged with or into the Company or a Subsidiary or mortgages outstanding on
     property at the time it is acquired by the Company or a Subsidiary or
     mortgages outstanding on property of a corporation at the time it becomes a
     Subsidiary;

          (3) mortgages to secure Debt of a Subsidiary to the Company or to
     another Subsidiary;

          (4) mortgages or other restrictions relating to equity securities of
     any Affiliate under any agreement or arrangement between the Company or any
     Subsidiary and such Affiliate (or the other stockholder or stockholders of
     such Affiliate) providing for the operations, financing or purchase of
     products of such Affiliate or under any agreement among any such parties
     imposing restrictions on the disposition of or granting options to purchase
     the equity securities of such Affiliate;

          (5) mortgages upon property or assets of the Company or any Subsidiary
     in favor of any governmental agency or authority or guarantees given for
     the purpose of financing, through industrial revenue bonds or notes the
     interest on which is exempt from federal income taxation under Section 103
     of the Internal Revenue Code of 1986, as amended, the construction,
     acquisition or purchase of industrial plants, machinery, equipment or other
     property or facilities; and

          (6) any extension, renewal or replacement (or successive extensions,
     renewals or replacements), in

                                      75
<PAGE>
 
     whole or in part, of any mortgage referred to in the foregoing clauses (1)
     to (5), inclusive; provided, however, that the principal amount of Debt
     secured thereby shall not exceed the principal amount of Debt so secured at
     the time of such extension, renewal or replacement, and that such
     extension, renewal or replacement shall be limited to all or a part of the
     property which secured the mortgage so extended, renewed or replaced (plus
     improvements on such property).

     (b)  Notwithstanding the provisions of paragraph (a) of this Section 1006,
the Company or any Subsidiary may, without equally and ratably securing the
Securities, create or assume mortgages which would otherwise be subject to the
foregoing restrictions if, at the time of such creation or assumption, and after
giving effect thereto, Exempted Indebtedness does not exceed 5% of Consolidated
Shareholders' Equity.

Section 1007.  Limitation on Sale and Lease-Back.
               ----------------------------------

     (a)  The Company will not, nor will it permit any Subsidiary to, enter into
any arrangement with any person providing for the leasing to the Company or
Subsidiary of any Principal Property (except for temporary leases for a term of
not more than three years), which property has been owned more than one hundred
twenty days by the Company or such Subsidiary and has been or is to be sold or
transferred by the Company or such Subsidiary to such person (herein referred to
as a "Sale and Lease-Back Transaction"), unless either (1) the Company or such
Subsidiary would be entitled to incur debt secured by a mortgage on the property
to be leased without equally and ratably securing the Securities pursuant to
clause (a) or (b) of Section 1006 or (2) the Company shall, and in any such case
the Company covenants that it will, apply an amount equal to the fair value (as
determined by the Board of Directors) of the property so leased to the
retirement, within one hundred twenty days of the effective date of any such
Sale and Lease-Back Transaction, of Securities (in the manner, subject to the
restrictions and at the redemption prices then applicable to redemption of
Securities at the option of the Company) or other indebtedness of the Company
with a maturity in excess of one year from the date of such Sale and Lease-Back
Transaction and which ranks on a parity with the Securities.

     (b)  Notwithstanding the provisions of paragraph (a) of this Section 1007,
the Company or any Subsidiary may enter into Sale and Lease-Back Transactions
which would otherwise be prohibited by the foregoing restrictions if, at the
time such transactions are entered into, and after giving effect thereto,
Exempted Indebtedness does not exceed 5% of Consolidated Shareholders' Equity.

                                      76
<PAGE>
 

Section 1008. Statement by Officers as to Default.
              ------------------------------------

     The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of Sections 1004 to 1007, inclusive, and if the
Company shall be in default, specifying all such defaults and the nature and
status thereof of which they may have knowledge.

Section 1009. Waiver of Certain Covenants.
              ----------------------------

     The Company may omit in any particular instance to comply with term,
provision or condition set forth in Sections 1004 to 1007, inclusive, with
respect to the Securities of any series if before the time for such compliance
the Holders of at least 66 2/3% in principal amount of the Outstanding
Securities of such series shall, by Act of such Holders, either waive such
compliance in such instance or generally waive compliance with such term,
provision or condition, but no such waiver shall extend to or affect such term,
provision or condition except to the extent so expressly waived, and, until such
waiver shall become effective, the obligations of the Company and the duties of
the Trustee in respect of any such term, provision or condition shall remain in
full force and effect.

Section 1010. Payment of Additional Amounts. 
              ------------------------------

     If the Securities of a series provide for the payment of additional
amounts, the Company will pay to the Holder of any Security of any series or any
coupon appertaining thereto additional amounts upon the terms and subject to the
conditions provided therein. Whenever in this Indenture there is mentioned, in
any context, the payment of the principal of (or premium, if any) or interest
on, or in respect of, any Security of any series or any related coupon or the
net proceeds received on the sale or exchange of any Security of any series,
such mention shall be deemed to include mention of the payment of additional
amounts provided for in the terms of such Securities and this Section to the
extent that, in such context, additional amounts are, were or would be payable
in respect thereof pursuant to the provisions of this Section and express
mention of the payment of additional amounts (if applicable) in any provisions
hereof shall not be construed as excluding additional amounts in those
provisions hereof where such express mention is not made.

     If the Securities of a series provide for the payment of additional
amounts, at least 10 days prior to the first Interest Payment Date with respect
to that series of Securities

                                      77
<PAGE>
 
(or if the Securities of that series will not bear interest prior to the
Maturity, the first day on which a payment of principal (and premium, if any) is
made), and at least 10 days prior to each date of payment of principal (and
premium, if any) or interest if there has been any change with respect to the
matters set forth in the below-mentioned Officers' Certificate, the Company will
furnish the Trustee and the Company's principal Paying Agent or Paying Agents,
if other than the Trustee, with an Officers' Certificate instructing the Trustee
and such Paying Agent or Paying Agents whether such payment of principal of (and
premium, if any) or interest on the Securities of that series shall be made to
Holders of Securities of that series or the related coupons who are United
States Aliens without withholding for or on account of any tax, assessment or
other governmental charge described in the Securities of that series. If any
such withholding shall be required, then such Officers' Certificate shall
specify by country the amount, if any, required to be withheld on such payments
to such Holders of Securities or coupons and the Company will pay to the Trustee
or such Paying Agent the additional amounts, if any, required by the terms of
such Securities and the first paragraph of this Section. The Company covenants
to indemnify the Trustee and any Paying Agent for, and to hold them harmless
against, any loss, liability or expense reasonably incurred without negligence
or bad faith on their part arising out of or in connection with Actions taken or
omitted by any of them in reliance on any Officers' Certificate furnished
pursuant to this Section 1010.


                                ARTICLE ELEVEN

                           Redemption of Securities

Section 1101.  Applicability of Article.
               -------------------------

     Securities of any series which are redeemable before their Stated Maturity
shall be redeemable in accordance with their terms and (except as otherwise
specified as contemplated by Section 301 for Securities of any series) in
accordance with this Article.

Section 1102.  Election to Redeem; Notice to Trustee.
               --------------------------------------
  
     The election of the Company to redeem any Securities shall be evidenced by
a Board Resolution. In case of any redemption at the election of the Company of
less than all the Securities of any series, the Company shall, at least 60 days
prior to the Redemption Date fixed by the Company (unless a shorter notice shall
be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of
the principal amount of Securities of such series to be redeemed and, if
applicable, of

                                       78
<PAGE>
 
the tenor of the Securities to be redeemed. In the case of any redemption of
Securities prior to the expiration of any restriction on such redemption
provided in the terms of such Securities or elsewhere in this Indenture, the
Company shall furnish the Trustee with an Officers' Certificate evidencing
compliance with such restriction.

Section 1103.  Selection by Trustee of Securities to Be Redeemed. 
               --------------------------------------------------

     If less than all the Securities of any series are to be redeemed (unless
all of the Securities of such series and of a specified tenor are to be
redeemed), the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series not previously called for redemption, by such method
as the Trustee shall deem fair and appropriate and which may provide for the
selection for redemption of portions (equal to the minimum authorized
denomination for Securities of that series or any integral multiple thereof) of
the principal amount of Securities of such series of a denomination larger than
the minimum authorized denomination for Securities of that series. If less than
all of the Securities of such series and of a specified tenor are to be
redeemed, the particular Securities to be redeemed shall be selected not more
than 60 days prior to the Redemption Date by the Trustee, from the Outstanding
Securities of such series and specified tenor not previously called for
redemption in accordance with the preceding sentence.

     The Trustee shall promptly notify the Company in writing of the Securities
selected for redemption and, in the case of any Securities selected for partial
redemption, the principal amount thereof to be redeemed.

     For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Securities shall relate, in the
case of any Securities redeemed or to be redeemed only in part, to the portion
of the principal amount of such Securities which has been or is to be redeemed.

Section 1104. Notice of Redemption.
              ---------------------

     Notice of redemption shall be given in the manner provided in Section 106,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Securities to be redeemed.

     All notices of redemption shall state:

          (1) the Redemption Date,

                                       79
<PAGE>
 
          (2)  the Redemption Price,

          (3)  if less than all the Outstanding Securities of any series are to
     be redeemed, the identification (and, in the case of partial redemption of
     any Securities, the principal amounts) of the particular Securities to be
     redeemed,

          (4)  that on the Redemption Date the Redemption Price will become due
     and payable upon each such Security to be redeemed and, if applicable, that
     interest thereon will cease to accrue on and after said date,

          (5)  the place or places where such Securities are to be surrendered
     for payment of the Redemption Price, and

          (6)  that the redemption is for a sinking fund, if such is the case.

     Notice of redemption of Securities to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company.

Section 1105.  Deposit of Redemption Price.
               ----------------------------

     Prior to any Redemption Date, the Company shall deposit with the Trustee or
with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued interest on, all the Securities which
are to be redeemed on that date.

Section 1106. Securities Payable on Redemption Date.
              --------------------------------------

     Notice of redemption having been given as aforesaid, the Securities so to
be redeemed shall, on the Redemption Date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Securities shall cease to bear interest, and the coupons for such
interest appertaining to any Bearer Securities so to be redeemed, except to the
extent provided below, shall be void. Upon surrender of any such Security for
redemption in accordance with said notice, such Security shall be paid by the
Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that installments of interest on Bearer
                 ------------------
Securities whose Stated Maturity is on or prior to the Redemption Date shall be
payable only upon presentation and surrender of coupons for such

                                       80
<PAGE>
 
interest (at an office or agency located outside the United States except as
otherwise provided in Section 1002), and provided that installments of interest
                                         -------------
whose Stated Maturity is on or prior to the Redemption Date shall be payable to
the Holders of such Securities, or one or more Predecessor Securities,
registered as such at the close of business on the relevant Record Dates
according to their terms and the provisions of Section 307.

     If any Bearer Security surrendered for redemption shall not be accompanied
by all appurtenant coupons maturing after the Redemption Date, such Bearer
Security may be paid after deducting from the Redemption Price an amount equal
to the face amount of all such missing coupons, or the surrender of such missing
coupon or coupons may be waived by the Company and the Trustee if there be
furnished to them such security or indemnity as they may require to save each of
them and any Paying Agent harmless. If thereafter the Holder of such Bearer
Security shall surrender to the Trustee or any Paying Agent any such missing
coupon in respect of which a deduction shall have been made from the Redemption
Price, such Holder shall be entitled to receive the amount so deducted;
provided, however, that interest represented by coupons shall be payable only
upon presentation and surrender of those coupons at an office or agency located
outside of the United States except as otherwise provided in Section 1002.

     If any Security called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the
Security.

Section 1107.  Securities Redeemed in Part.
               ---------------------------

     Any Security which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or his attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Security without service
charge, a new Security or Securities of the same series and of like tenor, of
any authorized denomination as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered, except that if a Global Security is so surrendered,
the Company shall execute, and the Trustee shall authenticate and deliver to the
Depositary for such Global Security, without service charge, a new Global
Security in a

                                       81
<PAGE>
 
denomination equal to and in exchange for the unredeemed portion of the
principal of the Global Security so surrendered.

                                ARTICLE TWELVE

                                 Sinking Funds

Section 1201.  Applicability of Article. 
               ------------------------

     The provisions of this Article shall be applicable to any sinking fund for
the retirement of Securities of a series except as otherwise specified as
contemplated by Section 301 for Securities of such series.

     The minimum amount of any sinking fund payment provided for by the terms of
Securities of any series is herein referred to as a "mandatory sinking fund
payment," and any payment in excess of such minimum amount provided for by the
terms of Securities of any series is herein referred to as an "optional sinking
fund payment." If provided for by the terms of Securities of any series, the
cash amount of any sinking fund payment may be subject to reduction as provided
in Section 1202. Each sinking fund payment shall be applied to the redemption of
Securities of any series as provided for by the terms of Securities of such
series.

Section 1202.  Satisfaction of Sinking Fund Payments with Securities. 
               -----------------------------------------------------

     The Company (1) may deliver Outstanding Securities of a series (other than
any previously called for redemption), together in the case of any Bearer
Securities of such series with all unmatured coupons appertaining thereto, and
(2) may apply as a credit Securities of a series which have been redeemed either
at the election of the Company pursuant to the terms of such Securities or
through the application of permitted optional sinking fund payments pursuant to
the terms of such Securities, in each case in satisfaction of all or any part of
any sinking fund payment with respect to the Securities of such series required
to be made pursuant to the terms of such Securities as provided for by the terms
of such series; provided that such Securities have not been previously so
                --------
credited. Such Securities shall be received and credited for such purpose by the
Trustee at the Redemption Price specified in such Securities for redemption
through operation of the sinking fund and the amount of such sinking fund
payment shall be reduced accordingly.

                                       82
<PAGE>
 
Section 1203.  Redemption of Securities for Sinking Fund.
               -----------------------------------------

     Not less than 60 days prior to each sinking fund payment date for any
series of Securities, the Company will deliver to the Trustee an Officers'
Certificate specifying the amount of the next ensuing sinking fund payment for
that series pursuant to the terms of that series, the portion thereof, if any,
which is to be satisfied by payment of cash and the portion thereof, if any,
which is to be satisfied by delivering and crediting Securities of that series
pursuant to Section 1202 and will also deliver to the Trustee any Securities to
be so delivered. Not less than 31 days before each such sinking fund payment
date the Trustee shall select the Securities to be redeemed upon such sinking
fund payment date in the manner specified in Section 1103 and cause notice of
the redemption thereof to be given in the name of and at the expense of the
Company in the manner provided in Section 1104. Such notice having been duly
given, the redemption of such Securities shall be made upon the terms and in the
manner stated in Sections 1106 and 1107.


                               ARTICLE THIRTEEN

                      Defeasance and Covenant Defeasance
                      ----------------------------------

Section 1301.  Applicability of Article; Company's Option 
               to Effect Defeasance or Covenant Defeasance.
               -------------------------------------------

     If pursuant to Section 301 provision is made for either or both of (a)
defeasance of the Securities of a series under Section 1302 or (b) covenant
defeasance of the Securities of a series under Section 1303, then the provisions
of such Section or Sections, as the case may be, together with the other
provisions of this Article Thirteen, shall be applicable to the Securities of
such series, and the Company may at its option by Board Resolution, at any time,
with respect to the Securities of such series, elect to have either Section 1302
(if applicable) or Section 1303 (if applicable) be applied to the Outstanding
Securities of such series upon compliance with the conditions set forth below in
this Article Thirteen.

Section 1302.  Defeasance and Discharge.
               ------------------------

     Upon the Company's exercise of the above option applicable to this Section,
the Company shall be deemed to have been discharged from its obligations with
respect to the Outstanding Securities of such series on the date the conditions
set forth below are satisfied (hereinafter, "defeasance"). For this purpose,
such defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Outstanding Securities of
such series and to have satisfied all its other obligations

                                       83
<PAGE>
 
under Securities and this Indenture insofar as such Securities are concerned
(and the Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following which shall
survive until otherwise terminated or discharged hereunder: (A) the rights of
Holders of Outstanding Securities of such series to receive, solely from the
trust fund described in Section 1304 and as more fully set forth in such
Section, payments in respect of the principal of (and premium, if any) and
interest on such Securities when such payments are due, (B) the Company's
obligations with respect to such Securities under Sections 304, 305, 306, 607,
1002, 1003 and 1010, (C) the rights, powers, trusts, duties, and immunities of
the Trustee hereunder and (D) this Article Thirteen. Subject to compliance with
this Article Thirteen, the Company may exercise its option under this Section
1302 notwithstanding the prior exercise of its option under Section 1303 with
respect to the Securities of such series.

Section 1303. Covenant Defeasance.
              -------------------

     Upon the Company's exercise of the above option applicable to this Section,
the Company shall be released from its obligations under Sections 801, 1005,
1006, 1007, 1008, 501(4) (as to Sections 801, 1005, 1006, 1007 and 1008),
501(5), 501(6), 501(7) and 501(8) (if Section 501(8) is specified as applicable
to the Securities of such series) with respect to the Outstanding Securities of
such series on and after the date the conditions set forth below are satisfied
(hereinafter, "covenant defeasance"). For this purpose, such covenant defeasance
means that, with respect to the outstanding securities of such series, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section, whether directly or
indirectly by reason of any reference elsewhere herein to any such Section or by
reason of any reference in any such Section to any other provision herein or in
any other document, but the remainder of this Indenture and such securities
shall be unaffected thereby.

Section 1304. Conditions to Defeasance or Covenant Defeasance.
              -----------------------------------------------

     The following shall be the conditions to application of either Section 1302
or Section 1303 to the Outstanding Securities of such series:

     (1) the Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee satisfying the requirements of Section 609
who shall agree to comply with the provisions of this Article Thirteen
applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and

                                      84
<PAGE>
 
dedicated solely to, the benefit of the Holders of such Securities, (A) money in
an amount, or (B) U.S. Government Obligations which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than one day before the due date of any payment,
money in an amount, or (C) a combination thereof, sufficient, in the opinion of
a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or other qualifying trustee) to pay
and discharge, (i) the principal of (and premium, if any, on) and each
installment of principal of (and premium, if any) and interest on the
Outstanding Securities of such series on the Stated Maturity of such principal
or installment of principal or interest and (ii) any mandatory sinking fund
payments or analogous payments applicable to the Outstanding Securities of such
series on the day on which such payments are due and payable in accordance with
the terms of this Indenture of such Securities. For this purpose, "U.S.
Government Obligations" means securities that are (x) direct obligations of the
United States of America for the payment of which its full faith and credit is
pledged or (y) obligations of a Person controlled or supervised by and acting as
an agency or instrumentality of the United States of America the payment of
which is unconditionally guaranteed as a full faith and credit obligation by the
United States of America, which, in either case, are not callable or redeemable
at the option of the issuer thereof, and shall also include a depository receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act of 1933,
as amended) as custodian with respect to any such U.S. Government Obligation or
a specific payment of principal of or interest on any such U.S. Government
Obligation held by such custodian for the account of the holder of such
depository receipt, provided that (except as required by law) such custodian is
not authorized to make any deduction from the amount payable to the holder of
such depository receipt from any amount received by the custodian in respect of
the U.S. Government Obligation or the specific payment of principal of or
interest on the U.S. Government Obligation evidenced by such depository receipt.

     (2) No Event of Default or event with which notice or lapse of time or both
would become an Event of Default with respect to the Securities of such series
shall have occurred and be continuing on the date of such deposit or, insofar as
subsections 501(6) and (7) are concerned, at any time during the period ending
on the 91st day after the date of such deposit (it being understood that this 
condition shall not be deemed satisfied until the expiration of such period).

     (3) Such defeasance or covenant defeasance shall not cause the Trustee for
the Securities of such series to have a

                                      85
<PAGE>
 
conflicting interest as defined in Section 608 and for purposes of the Trust
Indenture Act with respect to any securities of the Company.

     (4) Such defeasance or covenant defeasance shall not result in a breach or
violation of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by which it is bound.

     (5) Such defeasance or covenant defeasance shall not cause any Securities
of such series then listed on any registered national securities exchange under
the Securities Exchange Act of 1934, as amended, to be delisted.

     (6) In the case of an election under Section 1302, the Company shall have
delivered to the Trustee an Opinion of Counsel stating that (x) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling, or (y) since the date of this Indenture there has been a change in the
applicable Federal income tax law, in either case to the effect that, and based
thereon such opinion shall confirm that, the Holders of the Outstanding
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of such defeasance and will be subject to
Federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such defeasance had not occurred.

     (7) In the case of an election under Section 1303, the Company shall have
delivered to the Trustee an Opinion of Counsel to the effect that the Holders of
the Outstanding Securities of such series will not recognize income, gain or
loss for Federal income tax purposes as a result of such covenant defeasance and
will be subject to Federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if such covenant defeasance
had not occurred.

     (8) Such defeasance or covenant defeasance shall be effected in compliance
with any additional terms, conditions or limitations which may be imposed on the
Company in connection therewith pursuant to Section 301.

     (9) The Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for in the Indenture relating to either the defeasance under
Section 1302 or the covenant defeasance under Section 1303 (as the case may be)
have been complied with.

                                      86
<PAGE>
 
Section 1305. Deposited Money and U.S. Government
              Obligations to be Held in Trust;
              Other Miscellaneous Provisions.
              ------------------------------

     Subject to the provisions of the last paragraph of Section 1003, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee (or other qualifying trustee -- collectively, for purposes of this
Section 1305, the "Trustee") pursuant to Section 1304 in respect of the
Outstanding Securities of such series shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Securities and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Holders of such Securities, of all sums due and to become due
thereon in respect of principal (and premium, if any) and interest, but such
money need not be segregated from other funds except to the extent required by
law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the Outstanding Securities of such series.

     Anything in this Article Thirteen to the contrary notwithstanding, the
Trustee shall deliver or pay to the Company from time to time upon Company
Request any money or U.S. Government Obligations held by it as provided in
Section 1304 which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent defeasance or covenant
defeasance.

                               ARTICLE FOURTEEN

                              Meetings of Holders

Section 1401. Purposes of Which Meetings May be Called.
              ----------------------------------------

     If Securities of a series are issuable in whole or in part as Bearer
Securities, a meeting of Holders of Securities of such series may be called at
any time and from time to time pursuant to this Article to make, give or take
any request, demand, authorization, notice, consent, waiver or other Act
provided by this Indenture to be made, given or taken by Holders of Securities
of such series.

                                      87
<PAGE>
 
Section 1402. Call, Notice and Place of Meetings.
              ----------------------------------

     (a) The Trustee may at any time call a meeting of Holders of Securities of
any series issuable in whole or in part as Bearer Securities for any purpose
specified in Section 1401, to be held at such time and at such place in the
Borough of Manhattan, The City of New York, or in London, as the Trustee shall
determine. Notice of every meeting of Holders of Securities of any series,
setting forth the time and the place of such meeting and in general terms the
action proposed to be taken at such meeting, shall be given, in the manner
provided in Section 106, not less than 21 or more than 180 days prior to the
date fixed for the meeting.

     (b) In case at any time the Company, pursuant to a Board Resolution, or the
Holders of at least 10% in principal amount of the Outstanding Securities of any
series shall have requested the Trustee to call a meeting of the Holders of
Securities of such series for any purpose specified in Section 1401, by written
request setting forth in reasonable detail the action proposed to be taken at
the meeting, and the Trustee shall not have made the first publication of the
notice of such meeting within 21 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then the
Company or the Holders of Securities of such series in the amount above
specified, as the case may be, may determine the time and the place in the
Borough of Manhattan, The City of New York, or in London for such meeting and
may call such meeting for such purposes by giving notice thereof as provided in
Subsection (a) of this Section.

Section 1403. Persons Entitled to Vote at Meetings.
              ------------------------------------

     To be entitled to vote at any meeting of Holders of Securities of any
series, a person shall be (1) a Holder of one or more Outstanding Securities of
such series, or (2) a Person appointed by an instrument in writing as proxy for
a Holder or Holders of one or more Outstanding Securities of such series by such
Holder or Holders. The only Persons who shall be entitled to be present or to
speak at any meeting of Holders of Securities of any series shall be the Persons
entitled to vote at such meeting and their counsel, any representatives of the
Trustee and its counsel and any representatives of the Company and its counsel.

Section 1404. Quorum; Action.
              --------------

     The Persons entitled to vote a majority in principal amount of the
Outstanding Securities of a series shall constitute a quorum for a meeting of
Holders of Securities of such series; provided, however, that if any action is
to be taken at such meeting with respect to a consent or waiver which

                                      88
<PAGE>
 
this Indenture expressly provides may be given by the Holders of not less than
66 2/3% in principal amount of the Outstanding Securities of a series, the
Persons entitled to vote 66 2/3% in principal amount of the Outstanding
Securities of such series constitute a quorum. In the absence of a quorum within
30 minutes of the time appointed for any such meeting, the meeting shall, if
convened at the request of Holders of Securities of such series, be dissolved.
In the absence of a quorum in any other case the meeting may be adjourned for a
period of not less than 10 days as determined by the chairman of the meeting
prior to the adjournment of such meeting. In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the chairman of the meeting prior to
the adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 1402(a), except that
such notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of an
adjourned meeting shall state expressly the percentage, as provided above, of
the principal amount of the Outstanding Securities of such series that shall
constitute a quorum.

     Except as limited by the first proviso to Section 902, any resolution
presented to a meeting or adjourned meeting duly reconvened at which a quorum is
present as aforesaid may be adopted only by the affirmative vote of the Holders
of a majority in principal amount of the Outstanding Securities of that series;
provided, however, that, except as limited by such first proviso to Section 902,
any resolution with respect to any consent or waiver which this Indenture
expressly provides may be given by the Holders of not less than 66 2/3% in
principal amount of the Outstanding Securities of a series may be adopted at a
meeting or an adjourned meeting duly reconvened and at which a quorum is present
as aforesaid only by the affirmative vote of the Holders of 66 2/3% in principal
amount of the Outstanding Securities of that series; and provided further that,
except as limited by such first proviso to Section 902, any resolution with
respect to any request, demand, authorization, direction, notice, consent,
waiver or other Act which this Indenture expressly provides may be made, given
or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the Outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of such
specified percentage in principal amount of the Outstanding Securities of that
series.

     Any resolution passed or decision taken at any meeting of Holders of
Securities of any series duly held in accordance

                                      89
<PAGE>
 
with this Section shall be binding on all the Holders of Securities of such
series and the related coupons, whether or not present or represented at the
meeting.

Section 1405. Determination of Voting Rights; Conduct and Adjournment of
              Meetings.
              --------

     (a)  Notwithstanding any other provisions of this Indenture, the Trustee
may make such reasonable regulations as it may deem advisable for any meeting of
Holders of Securities of such series in regard to proof of the holding of
Securities of such series and of the appointment of proxies and in regard to the
appointment and duties of inspectors of votes, the submission and examination of
proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem appropriate.
Except as otherwise permitted or required by any such regulations, the holding
of Securities shall be proved in the manner specified in Section 104 and the
appointment of any proxy shall be proved in the manner specified in Section 104
or, in the case of Bearer Securities, by having the signature of the person
executing the proxy witnessed or guaranteed by any trust company, bank or banker
authorized by Section 104 to certify to holding of Bearer Securities. Such
regulations may provide that written instruments appointing proxies, regular on
their face, may be presumed valid and genuine without the proof specified in
Section 104 or other proof.

     (b)  The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company or by Holders of Securities as provided in Section 1402(b), in which
case the Company or the Holders of Securities of the series calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A
permanent chairman and a permanent secretary of the meeting shall be elected by
vote of the Persons entitled to vote a majority in principal amount of the
Outstanding Securities of such series represented at the meeting.

     (c)  At any meeting each Holder of a Security of such series or proxy shall
be entitled to one vote for each $1,000 principal amount (or the equivalent in
ECU, any other composite currency or a Foreign Currency) of Securities of such
series held or represented by him; provided, however, that no vote shall be cast
or counted at any meeting in respect of any Security challenged as not
Outstanding and ruled by the chairman of the meeting to be not Outstanding. The
chairman of the meeting shall have no right to vote, except as a Holder of a
Security of such series or proxy.

                                       90
<PAGE>
 
     (d)  Any meeting of Holders of Securities of any series duly pursuant to
Section 1402 at which a quorum is present may be adjourned from time to time by
Persons entitled to vote a majority in principal amount of the Outstanding
Securities of such series represented at the meeting; and the meeting may be
held as so adjourned without further notice.

Section 1406.  Counting Votes and Recording Action
               of Meetings. 
               -----------

     The vote upon any resolution submitted to any meeting of Holders of
Securities of any series shall be by written ballots on which shall be
subscribed the signatures of the Holders of Securities of such series or of
their representatives by proxy and the principal amounts and serial numbers of
the Outstanding Securities of such series held or represented by them. The
permanent chairman of the meeting shall appoint two inspectors of votes who
shall count all votes cast at the meeting for or against any resolution and who
shall make and file with the secretary of the meeting their verified written
reports in triplicate of all votes cast at the meeting. A record, at least in
triplicate, of the proceedings of each meeting of Holders of Securities of any
series shall be prepared by the secretary of the meeting and there shall be
attached to said record the original reports of the inspectors of votes on any
vote by ballot taken thereat and affidavits by one or more persons having
knowledge of the facts setting forth a copy of the notice of the meeting and
showing that said notice was given as provided in Section 1402 and, if
applicable, Section 1404. Each copy shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one such
copy shall be delivered to the Company, and another to the Trustee to be
preserved by the Trustee, the latter of have attached thereto the ballots voted
at the meeting. Any record so signed and verified shall be conclusive evidence
of the matters therein stated.

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

                                      91
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be 
duly executed, and their respective corporate seals to be hereunto affixed and 
attested, all as of the day and year first above written.


                                THE MEAD CORPORATION


                                By  /s/ William R. Graber
                                  ----------------------------
                                    William R. Graber
Attest:                             Treasurer
CSR.

/s/ Tina M. Boyd
----------------------------
[SEAL]

                                THE FIRST NATIONAL BANK OF
                                CHICAGO


                                By  /s/ R. D. Manella 
                                  ----------------------------
                                    Vice President

Attest:
/s/ Kaye Wright
----------------------------
[SEAL]

Assistant Vice President




                                      92
<PAGE>
 
State of Ohio
County of Montgomery, ss:

     On the 2nd day of February, 1993, before me personally came William R.
Graber, to me known, who, being by me duly sworn, did depose and say that he is
Treasurer of The Mead Corporation, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


                                    /s/ Jeffrey Hayman 
                                    _________________________
                                       
                                    [NOTARY STAMP APPEARS HERE]

                                    JEFFREY HAYMAN
                                    ATTORNEY AT LAW
                                    NOTARY PUBLIC-STATE OF OHIO
                                    LIFETIME COMMISSION
                                    SECTION 147.03 O.R.C.

State of Illinois
County of Cook, ss:

     On the 3rd day of February, 1993, before me personally came R. D. Manella,
to me known, who, being by me duly sworn, did depose and say that he is Vice
President of The First National Bank of Chicago, one of the corporations
described in and which executed the foregoing instrument; that he knows the seal
of said corporation; that the seal affixed to said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.

                                  
                                    /s/ Somsri Helmer
                                    _________________________
                                       
                                    [NOTARY STAMP APPEARS HERE]

                                    OFFICIAL SEAL
                                    SOMSRI HELMER
                                    NOTARY PUBLIC, STATE OF ILLINOIS
                                    MY COMMISSION EXPIRES 1/14/95
 
                                      93
 













  
          

<PAGE>
 

                                   EXHIBIT A

                      [FORM OF CERTIFICATE TO BE GIVEN BY
                  PERSON ENTITLED TO RECEIVE BEARER SECURITY
           OR TO OBTAIN INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE]

                                  CERTIFICATE
                         _____________________________

                    [Insert title or sufficient description
                        of Securities to be delivered]


     This is to certify that as of the date hereof, and except as set forth
below, the above-captioned Securities held by you for our account (i) are owned
by persons(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (as defined in
United States Treasury Regulations Section 1.165-12(c)(1)(v)) purchasing for
their own account or for resale, or (b) United States person(s) who acquired the
Securities through foreign branches of United States financial institutions and
who hold the Securities through such United States financial institutions on the
date hereof (and in either case (a) or (b), each such United States financial
institution hereby agrees, on its own behalf or through its agent, that you may
advise the Issuer or its agent that such financial institution will comply with
the requirements of Section 165(j)(3)(A), (B) or (C) of the United States
Internal Revenue Code of 1986, as amended, and the regulations thereunder), or
(iii) are owned by United States or foreign financial institutions for purposes
of resale during the restricted period (as defined in United States Treasury
Regulations Section 1.163-5(c)(2)(i)(D)(7)), and, in addition, if the owner is a
United States or foreign financial institution described in clause (iii) above
(whether or note also described in clause (i) or (ii)), this is to further
certify that such financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

     As used herein, "United States" means the United States of America
(including the States and District of Columbia); and its "possessions" include
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands.

                                      94
<PAGE>
 
     We undertake to advise you promptly by tested telex or by electronic
transmission on or prior to the date on which you intend to submit your
certification relating to the above-captioned Securities held by you for our
account in accordance with your Operating Procedures if any applicable statement
herein is not correct on such date, and in the absence of any such notification
it may be assumed that this certification applies as of such date.

     This certificate excepts and does not relate to _______ of such interest in
the above-captioned Securities in respect of which we are not able to certify
and as to which we understand an exchange for an interest in a permanent Global
Security or an exchange for and delivery of definitive Securities (or, if
relevant, collection of any interest) cannot be made until we do so certify.

     We understand that this certificate may be required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.

Date: _________________________, 19__
      
[To be dated no earlier
than the 15th day prior to
(i) the Exchange Date or (ii)
the relevant Interest Payment
Date occurring prior to the
Exchange Date, as applicable]

                                [Name of Person Making
                                Certification]


                                ______________________
                                (Authorized Signatory)

                                Name:
                                Title:

                                      95
<PAGE>
 

                                   EXHIBIT B

                [FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
                     AND CEDEL S.A. IN CONNECTION WITH THE
                     EXCHANGE OF A PORTION OF A TEMPORARY
                         GLOBAL SECURITY OR TO OBTAIN
                 INTEREST PAYABLE PRIOR TO THE EXCHANGE DATE]

                                  CERTIFICATE

                         _____________________________

                    [Insert title or sufficient description
                        of Securities to be delivered]

     This is to certify that based solely on written certifications that we have
received in writing, by tested telex or by electronic transmission from each of
the persons appearing in our records as persons entitled to a portion of the
principal amount set forth below (our "Member Organizations") substantially in
the form attached hereto, as of the date hereof, ________ principal amount of
the above-captioned Securities (i) is owned by person(s) that are not citizens
or residents of the United States, domestic partnerships, domestic corporations
or any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source ("United States person(s)"), (ii) is
owned by United States person(s) that are (a) foreign branches of United States
financial institutions (as defined in U.S. Treasury Regulations Section 1.165-
12(c)(1)(v)) purchasing for their own account or for resale, or (b) United
States person(s) who acquired the Securities through foreign branches of United
States financial institutions and who hold the Securities through such United
States financial institutions on the date hereof (and in each case (a) or (b),
each such financial institution has agreed, on its own behalf or through its
agent, that we may advise the Issuer or its agent that such financial
institution will comply with the requirements of Section 165(j)(3)(A), (B) or
(C) of the Internal Revenue Code of 1986, as amended, and the regulations
thereunder), or (iii) is owned by United States or foreign financial
institutions(s) for purposes of resale during the restricted period (as defined
in United States Treasury Regulations (Section 1.163-5(c)(2)(i)(D)(7)), and to
the further effect, that financial institutions described in clause (iii) above
(whether or not also described in clause (i) and (ii)) have certified that they
have not acquired the Securities for purposes of resale directly or indirectly
to a United States person or to a person within the United States or its
possessions.

                                      96
<PAGE>
 
     As used herein, "United States" means the United States of America
(including the States and the District of Columbia); and its "possessions"
include Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island
and the Northern Mariana Islands.

     We further certify that (i) we are not making available herewith for
exchange (or, if relevant, collection of any interest) any portion of the
temporary Global Security representing the above-captioned Securities excepted
in the above-referenced certificates of Member Organizations and (ii) as of the
date hereof we have not received any notification from any of our Member
Organizations to the effect that the statements made by such Member
Organizations with respect to any portion of the part submitted herewith for
exchange (or, if relevant, collection of any interest) are no longer true and
cannot be relied upon as of the date hereof.

     We understand that this certification is required in connection with
certain tax legislation in the United States. If administrative or legal
proceedings are commenced or threatened in connection with which this
certificate is or would be relevant, we irrevocably authorize you to produce
this certificate or a copy thereof to any interested party in such proceedings.


Date: _______________, 19__

[To be dated no earlier 
than the Exchange Date
or the relevant Interest
Payment Date occurring
prior to the Exchange
Date, as applicable)]

                                       [MORGAN GUARANTY
                                       TRUST COMPANY OF NEW
                                       YORK, BRUSSELS
                                       OFFICE, as Operator
                                       of the Euro-clear
                                       System] [CEDEL S.A.]

                                   By  _______________________



                                      97