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                             THE MEAD CORPORATION


                                      TO


                            BANKERS TRUST COMPANY,

                                             Trustee



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


                                   INDENTURE

                           Dated as of July 15, 1982


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








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<PAGE>
 
        Reconciliation and tie between Trust Indenture Act of 1939 and
                     Indenture, dated as of July 15, 1982

Trust Indenture
  Act Section                                                  Indenture Section
---------------                                                -----------------
(S) 310(a)(1)................................................. 609
       (a)(2)................................................. 609
       (a)(3)................................................. Not Applicable
       (a)(4)................................................. Not Applicable
       (b).................................................... 608
                                                               610
(S) 311(a).................................................... 613(a)
       (b).................................................... 613(b)
       (b)(2)................................................. 703(a)(2)
                                                               703(b)
(S) 312(a).................................................... 701
                                                               702(a)
       (b).................................................... 702(b)
       (c).................................................... 702(c)
(S) 313(a).................................................... 703(a)
       (b).................................................... 703(b)
       (c).................................................... 703(a), 703(b)
       (d).................................................... 703(c)
(S) 314(a).................................................... 704
       (b).................................................... Not Applicable
       (c)(1)................................................. 102
       (c)(2)................................................. 102
       (c)(3)................................................. Not Applicable
       (d).................................................... Not Applicable
       (e).................................................... 102
(S) 315(a).................................................... 601(a)
       (b).................................................... 602
                                                               703(a)(6)
       (c).................................................... 601(b)
       (d).................................................... 601(c)
       (d)(1)................................................. 601(a)(1)
       (d)(2)................................................. 601(c)(2)
       (d)(3)................................................. 601(c)(3)
       (e).................................................... 514
(S) 316(a).................................................... 101
       (a)(1)(A).............................................. 502
                                                               512
       (a)(1)(B).............................................. 513
       (a)(2)................................................. Not Applicable
       (b).................................................... 508
(S) 317(a)(1)................................................. 503
       (a)(2)................................................. 504
       (b).................................................... 1003
(S) 318(a).................................................... 107

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

<PAGE>
 
                               TABLE OF CONTENTS
                                  ----------
<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
PARTIES...................................................................    1

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

                                  ARTICLE ONE
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION  101.  Definitions:
               Act........................................................    2
               Affiliate..................................................    2
               Appraised Value............................................    2
               Attributable Debt..........................................    2
               Authenticating Agent.......................................    3
               Board of Directors.........................................    3
               Board Resolution...........................................    3
               Business Day...............................................    3
               Commission.................................................    3
               Company....................................................    3
               Company Request; Company Order.............................    3
               Consolidated Shareholders' Equity..........................    3
               Corporate Trust Office.....................................    3
               corporation................................................    4
               Defaulted Interest.........................................    4
               Event of Default...........................................    4
               Exempted Indebtedness......................................    4
               Experts....................................................    4
               Holder.....................................................    4
               Indenture..................................................    4
               interest...................................................    4
               Interest Payment Date......................................    5
               Maturity...................................................    5
               Officers' Certificate......................................    5
               Opinion of Counsel.........................................    5
               Original Issue Discount Security...........................    5
               Outstanding................................................    5
               Paying Agent...............................................    6
               Person.....................................................    6
</TABLE>
----------------
Note:  This table of contents shall not, for any purpose, be deemed to be a part
       of the Indenture.

<PAGE>
 
                                      ii
<TABLE> 
<CAPTION> 

                                                                            PAGE
                                                                            ----
<S>                                                                         <C> 
               Place of Payment...........................................    6
               Predecessor Security.......................................    6
               Principal Property.........................................    6
               Redemption Date............................................    7
               Redemption Price...........................................    7
               Regular Record Date........................................    7
               Responsible Officer........................................    7
               Securities.................................................    7
               Security Register and Security Registrar...................    7
               Special Record Date........................................    7
               Stated Maturity............................................    7
               Subsidiary.................................................    8
               Trustee....................................................    8
               Trust Indenture Act........................................    8
               Vice President.............................................    8
SECTION  102.  Compliance Certificates and Opinions.......................    8
SECTION  103.  Form of Documents Delivered to Trustee.....................    9
SECTION  104.  Acts of Holders............................................   10
SECTION  105.  Notices, Etc., to Trustee and Company......................   11
SECTION  106.  Notice to Holders; Waiver..................................   11
SECTION  107.  Conflict with Trust Indenture Act..........................   12
SECTION  108.  Effect of Headings and Table of Contents...................   12
SECTION  109.  Successors and Assigns.....................................   12
SECTION  110.  Separability Clause........................................   12
SECTION  111.  Benefits of Indenture......................................   12
SECTION  112.  Governing Law..............................................   12
SECTION  113.  Legal Holidays.............................................   12

                                  ARTICLE TWO
                                SECURITY FORMS

SECTION  201.  Forms Generally............................................   13
SECTION  202.  Form of Face of Security...................................   13

</TABLE> 
<PAGE>
 
                                      iii

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>      <C>   <C>                                                          <C> 
SECTION  203.  Form of Reverse of Security.................................  16
SECTION  204.  Form of Trustee's Certificate of Authentication.............  20

                                 ARTICLE THREE
                                THE SECURITIES

SECTION  301.  Amount Unlimited; Issuable in Series........................  20
SECTION  302.  Denominations...............................................  22
SECTION  303.  Execution, Authentication, Delivery and Dating..............  22
SECTION  304.  Temporary Securities........................................  24
SECTION  305.  Registration, Registration of Transfer and Exchange.........  24
SECTION  306.  Mutilated, Destroyed, Lost and Stolen Securities............  25
SECTION  307.  Payment of Interest; Interest Rights Preserved..............  26
SECTION  308.  Persons Deemed Owners.......................................  28
SECTION  309.  Cancellation................................................  28
SECTION  310.  Computation of Interest.....................................  28

                                 ARTICLE FOUR
                          SATISFACTION AND DISCHARGE

SECTION  401.  Satisfaction and Discharge of Indenture.....................  29
SECTION  402.  Application of Trust Money..................................  30

                                 ARTICLE FIVE
                                   REMEDIES

SECTION  501.  Events of Default...........................................  30
SECTION  502.  Acceleration of Maturity; Rescission and Annulment..........  32
SECTION  503.  Collection of Indebtedness and Suits for Enforcement
                 by Trustee................................................  34
SECTION  504.  Trustee May File Proofs of Claim............................  35
SECTION  505.  Trustee May Enforce Claims Without Possession of
                 Securities................................................  36
SECTION  506.  Application of Money Collected..............................  36
SECTION  507.  Limitation on Suits.........................................  36
</TABLE>
<PAGE>
 
                                      iv

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>      <C>   <C>                                                          <C>
SECTION  508.  Unconditional Right of Holders to Receive Principal,
                 Premium and Interest......................................  37
SECTION  509.  Restoration of Rights and Remedies..........................  37
SECTION  510.  Rights and Remedies Cumulative..............................  38
SECTION  511.  Delay or Omission Not Waiver................................  38
SECTION  512.  Control by Holders..........................................  38
SECTION  513.  Waiver of Past Defaults.....................................  38
SECTION  514.  Undertaking for Costs.......................................  39
SECTION  515.  Waiver of Stay or Extension Laws............................  39

                                  ARTICLE SIX
                                  THE TRUSTEE

SECTION  601.  Certain Duties and Responsibilities.........................  40
SECTION  602.  Notice of Defaults..........................................  41
SECTION  603.  Certain Rights of Trustee...................................  42
SECTION  604.  Not Responsible for Recitals or Issuance of Securities......  43
SECTION  605.  May Hold Securities.........................................  43
SECTION  606.  Money Held in Trust.........................................  43
SECTION  607.  Compensation and Reimbursement..............................  43
SECTION  608.  Disqualification; Conflicting Interest......................  44
                 (a)  Elimination of Conflicting Interest or
                        Resignation........................................  44
                 (b)  Notice of Failure to Eliminate Conflicting
                        Interest or Resign.................................  44
                 (c)  "Conflicting Interest" Defined.......................  44
                 (d)  Definitions of Certain Terms Used in This
                        Section............................................  48
                 (e)  Calculation of Percentages of Securities.............  49
SECTION  609.  Corporate Trustee Required; Eligibility.....................  50
SECTION  610.  Resignation and Removal; Appointment of Successor...........  51
SECTION  611.  Acceptance of Appointment by Successor......................  52
SECTION  612.  Merger, Conversion, Consolidation or Succession to
                 Business..................................................  54
</TABLE>
<PAGE>
 
 
                                       v
<TABLE>
<CAPTION>

                                                                             PAGE
                                                                             ----
<S>            <C>                                                           <C>
SECTION 613.   Preferential Collection of Claims Against Company............  54
                 (a)  Segregation and Apportionment of Certain
                        Collections by Trustee, Certain Exceptions..........  54
                 (b)  Certain Creditor Relationships Excluded from
                        Segregation and Apportionment.......................  57
                 (c)  Definitions of Certain Terms Used in This
                        Section.............................................  58

SECTION 614.   Appointment of Authenticating Agent..........................  59

                                ARTICLE SEVEN
               Holders' Lists and Reports by Trustee and Company

SECTION 701.   Company to Furnish Trustee Names and Addresses
                 of Holders.................................................  61
SECTION 702.   Preservation of Information; Communications to
                 Holders....................................................  61
SECTION 703.   Reports by Trustee...........................................  63
SECTION 704.   Reports by Company...........................................  63

                                ARTICLE EIGHT
            Consolidation, Merger, Conveyance, Transfer or Lease

SECTION 801.   Company May Consolidate, Etc., Only on Certain
                 Terms......................................................  65
SECTION 802.   Successor Corporation 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.........................  69
SECTION 904.   Effect of Supplemental Indentures............................  69
SECTION 905.   Conformity with Trust Indenture Act..........................  70
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..............................  70
SECTION 1003.  Money for Securities Payments to Be Held in Trust............  71
</TABLE>
<PAGE>
 
                                      vi 
<TABLE> 
<CAPTION>

                                                                             PAGE
                                                                             ----
<S>            <C>                                                           <C>
SECTION 1004.  Corporate Existence.........................................   72
SECTION 1005.  Maintenance of Properties...................................   73
SECTION 1006.  Limitation on Liens.........................................   73
SECTION 1007.  Limitation on Sale and Lease-Back...........................   75
SECTION 1008.  Statement by Officers as to Default.........................   76
SECTION 1009.  Waiver of Certain Covenants.................................   76

                          ARTICLE ELEVEN
                     Redemption of Securities
SECTION 1101.  Applicability of Article....................................   76
SECTION 1102.  Election to Redeem; Notice to Trustee.......................   76
SECTION 1103.  Selection by Trustee of Securities to Be Redeemed...........   77
SECTION 1104.  Notice of Redemption........................................   77
SECTION 1105.  Deposit of Redemption Price.................................   78
SECTION 1106.  Securities Payable on Redemption Date.......................   78
SECTION 1107.  Securities Redeemed in Part.................................   79

                              ARTICLE TWELVE
                               Sinking Funds
SECTION 1201.  Applicability of Article....................................   79
SECTION 1202.  Satisfaction of Sinking Fund Payments with
                 Securities................................................   79
SECTION 1203.  Redemption of Securities for Sinking Fund...................   80
TESTIMONIUM................................................................   81
SIGNATURES AND SEALS.......................................................   81
ACKNOWLEDGMENTS............................................................   82
</TABLE>
<PAGE>
 
     INDENTURE, dated as of July 15, 1982, 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 Dayton, Ohio and
Bankers Trust Company, a corporation duly organized and existing under the laws
of New York, 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 covenanted and 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>
 
                                      2
 
          (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 1980 were completed, 
which appraisals were delivered by the Company on January 5, 1981; 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.
<PAGE>
 
                                       3
 
     "Authenticating Agent" means any Person authorized by the Trustee to act on
behalf of the Trustee to authenticate Securities.

     "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, means 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.

     "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 corporation shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor corporation.

     "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.

     "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 The 
City of New York, State of New York at which at any particular time its 
corporate trust business shall be administered, which office is, as
  

<PAGE>
 
                                       4

of the date of this Indenture, located at One Bankers Trust Plaza, New York, New
York 10006.

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

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

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

     "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.

     "Holder" means a person in whose name a Security is registered in the 
Security Register.

     "Indenture" means this instrument as originally executed or as it may from
time to time be supplemented or amended by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof and shall
include the terms of particular series of Securities established as contemplated
by Section 301.

     "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.

<PAGE>
 
                                       5
 
     "Interest Payment Date", when used with respect to any Security, means the 
Stated Maturity of an instalment 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 instalment 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 of Directors, the Vice Chairman of the Board of Directors, 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;
     and
          (iii) 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

<PAGE>
 
                                       6

     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, 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 (and premium, if any) or interest on any Securities on behalf of 
the Company.

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

     "Place of Payment", when used with respect to the Securities of any series,
means the place or places where the principal of (and premium, if any) and 
interest on the Securities of that series are payable as specified as 
contemplated by Section 301.

     "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

<PAGE>
 
                                       7

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.

     "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.

     "Responsible Officer", when used with respect to the Trustee, means the
chairman or any vice-chairman of the board of directors, the chairman or any
vice-chairman of the executive committee of the board of directors, the chairman
of the trust committee, the president, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, the cashier, any
assistant cashier, any trust officer or assistant trust officer, the controller
or any assistant controller or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

     "Securities" has the meaning stated in the first recital of this Indenture
and more particularly means any Securities authenticated and delivered under
this Indenture.

     "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.

     "Stated Maturity", when used with respect to any Security or any instalment
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
instalment of principal or interest is due and payable.
<PAGE>
 
                                       8
 
     "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 or 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, except as provided in Section
905.

     "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".

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;
<PAGE>
 
                                       9

          (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 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.

<PAGE>
 
                                      10

SECTION 104. Acts of Holders.

     (a) Any request, demand, authorization, direction, notice, consent, waiver 
or other action provided by this Indenture to be given or taken by Holders 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. 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.

     (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
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 Securities shall be proved by the Security Register.

     (d) 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.

<PAGE>
 
                                      11

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 at any other address previously
     furnished in writing to the Trustee by the Company.

SECTION 106. Notice to Holders; Waiver.

     Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder 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. 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 shall constitute
a sufficient notification for every purpose hereunder.
   
<PAGE>
 
                                      12

SECTION 107. Conflict with Trust Indenture Act.

     If any provision hereof limits, qualifies or conflicts with another 
provision hereof which is required to be included in this Indenture by any of 
the provisions of the Trust Indenture Act, such required provision shall 
control.

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.

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
         
<PAGE>
 
                                      13

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 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.

     [If the Security is an Original Issue Discount Security, insert--FOR 
PURPOSES OF SECTION 1232 of the United States Internal Revenue Code of 1954, as 
amended, the issue price of this Security is ...% of its principal amount and 
the issue date is ...................., 19...]
<PAGE>
 
                                      14

                             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"), 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 instalment 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.]

[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

<PAGE>
 
                                      15

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 the Borough of Manhattan,
The City of New York, 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:
   ............................... 
<PAGE>
 
                                      16

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 July 15, 1982 (herein called the
"Indenture"), between the Company and Bankers Trust Company, 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,

<TABLE> 
                          Redemption                            Redemption
     Year                   Price           Year                  Price
     ----                 ----------        ----                ----------
     <S>                  <C>               <C>                 <C>
</TABLE>
<PAGE>
 
                                      17

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 instalments 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.]

     [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,

<TABLE>
<CAPTION>
                   Redemption Price
                    For Redemption             Redemption Price For
                   Through Operation           Redemption Otherwise
                        of the                Than Through Operation
     Year            Sinking Fund              of the Sinking Fund
     ----          -----------------          ----------------------
<S>                <C>                        <C>                    










</TABLE>

and thereafter at a Redemption Price equal to ....% of the principal amount, 
together in the case of any such redemption (whether through
<PAGE>
 
 
                                      18

operation of the sinking fund or otherwise) with accrued interest to the 
Redemption Date, but interest instalments 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.]

     [The sinking fund for this series provides for the redemption on 
 .................... in each year beginning with the year .... and ending with 
the year .... of [not less than] $.......... [("mandatory sinking fund") and not
more than $..........] aggregate principal amount of 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.]

     In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in 
the name of the Holder hereof upon the cancellation hereof.

     [If the Security is not an Original Issue Discount Security,--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,--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


<PAGE>
 
 
                                      19

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 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 herefor 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 premium, if any) 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 registrable 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, 
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


<PAGE>
 
                                      20

therein set forth, Securities of this series are exchangeable for a like 
aggregate principal amount of Securities of this series 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 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.

                                                  BANKERS TRUST COMPANY,
                                                    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 set forth in an
<PAGE>
 
                                      21

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 all other Securities);

          (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);

          (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 such interest shall be payable and the
     Regular Record Date for the 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) if other than denominations of $1,000 and any integral multiple
     thereof, the denominations in which Securities of the series shall be
     issuable;

          (9) if other than the principal amount thereof, the portion of the
     principal amount of Securities of the series which shall be payable
<PAGE>
 
                                      22

     upon declaration of acceleration of the Maturity thereof pursuant to
     Section 502; and

          (10) 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).

     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 such 
Board Resolution and set forth in such Officers' Certificate 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.

SECTION 302. Denominations.

     The Securities of each series shall be issuable in registered form without 
coupons in such denominations as shall be specified as contemplated by Section 
301. In the absence of any such provisions 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.

SECTION 303. Execution, Authentication, Delivery and Dating.

     The Securities shall be executed on behalf of the Company by its Chairman 
of the Board of Directors, its Vice Chairman of the Board of Directors, 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 these officers on the Securities may be manual or facsimile.

     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

<PAGE>
 
                                      23

Trustee in accordance with the Company Order shall authenticate and deliver such
Securities. 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, reorganization and other
     laws of general applicability relating to or affecting the enforcement of
     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.

     Each Security shall be dated the date of its authentication.

     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 and is entitled to the 
benefits of this Indenture.

<PAGE>
 
                                      24

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 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.

     If temporary Securities of any series are issued, the Company will cause 
definitive Securities of that series to be prepared without unreasonable delay. 
After the preparation of definitive Securities of such series, the temporary 
Securities of such series shall be exchangeable for definitive Securities of 
such series upon surrender of the temporary Securities of such series at the 
office or agency of the Company in a Place of Payment for that series, without 
charge to the Holder. Upon surrender for cancellation of any one or more 
temporary Securities of any series the Company shall execute and the Trustee 
shall authenticate and deliver in exchange therefor a like principal amount of 
definitive Securities of the same series of authorized denominations. Until so 
exchanged the temporary Securities of any series shall in all respects be 
entitled to the same benefits under this Indenture as definitive Securities of 
such series.

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 Security of any series 
at the office or agency in a Place of Payment for that series, the Company shall
execute, and the Trustee shall authenticate and deliver, in the name of the 
designated transferee or transferees, one or more new
<PAGE>
 
                                      25

Securities of the same series, of any authorized denominations and of a like 
aggregate principal amount.

      At the option of the Holder, Securities of any series may be exchanged for
other Securities of the same series, of any authorized denominations and of a 
like aggregate principal amount, upon surrender of the Securities to be 
exchanged at such office or agency. 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.

      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.

      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.

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.
<PAGE>
 
                                      26

     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 upon its request 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.

     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 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 Rights Preserved.

     Interest on any 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.

     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 
<PAGE>
 
                                      27

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 Securities of such series (or their
     respective Predecessor Securities) are registered at the close of business
     on a Special Record Date for the payment of such Defaulted Interest, which
     shall be fixed in the following manner. The Company shall notify the
     Trustee in writing of the amount of Defaulted Interest proposed to be paid
     on each 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 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 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).

          (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 exchange, if, after
     notice given by the Company to
<PAGE>
 
                                      28

     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 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.

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 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.
<PAGE>
 
                                      29

                                 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 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 and
          (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) have been delivered to the Trustee for cancellation; or

               (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 for the purpose 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;
<PAGE>
 
                                      30

          (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 the 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 
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
<PAGE>
 
                                      31 

          (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 the 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 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,
<PAGE>
 
                                      32 

     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 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 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.
<PAGE>
 
                                      33 

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 the Securities of that
series are Original Issue Discount Securities, such portion of the principal
amount as may be specified in the terms of that series) 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 acceleration and 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.











<PAGE>
 

                                      34

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 premium, if any) and interest and, to the extent
that payment of such interest shall be legally enforceable, interest on any
overdue principal (and premium, if any) 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 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.
<PAGE>
 

                                      35

SECTION 504.  Trustee May File Proofs of Claim.

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

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

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

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Holder 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.

     Nothing herein contained 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.

<PAGE>
 
                                      36 

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
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 premium, 
if any) 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 premium, if any) 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 premium, if
     any) and interest, respectively.

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

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

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


<PAGE>
 
                                      37

 
     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 cost, 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

          (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) 
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


<PAGE>
 
                                      38


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 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 Security 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 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.

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

<PAGE>
 
                                      39

 
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 premium, if any) 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.

SECTION 514.  Undertaking for Costs.

     All parties to this Indenture agree, and each Holder of any Security by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, 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, the filing by any party litigant in such
suit of an undertaking to pay the costs of such suit, and that such court may in
its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Company, to any suit instituted by the Trustee, to any suit instituted by any
Holder, or group of Holders, holding in the aggregate more than 10% in principal
amount of the Outstanding Securities of any series, or to any suit instituted by
any Holder for the enforcement of the payment of the principal of (or premium,
if any) or interest on any Security on or after the Stated Maturity or
Maturities expressed in such Security (or, in the case of redemption, on or
after the Redemption Date).

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 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


<PAGE>
 
                                      40


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.

     (a) Except during the continuance of an Event of Default,

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

          (2) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; but in
     the case of any such certificates or opinions which by any provision hereof
     are specifically required to be furnished to the Trustee, the Trustee shall
     be under a duty to examine the same to determine whether or not they
     conform to the requirements of this Indenture.

     (b) In case an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in their exercise, as a prudent man would 
exercise or use under the circumstances in the conduct of his own affairs.

     (c) No provision of this Indenture shall be construed to relieve the 
Trustee from liability for its own negligent action, its own negligent failure 
to act, or its own wilful misconduct, except that

          (1) this Subsection shall not be construed to limit the effect of 
     Subsection (a) of this Section;

          (2) the Trustee shall not be liable for any error of judgment made in
     good faith by a Responsible Officer, unless it shall be proved that the
     Trustee was negligent in ascertaining the pertinent facts;


<PAGE>
 
                                    41

          (3) the Trustee shall not be liable with respect to any action taken
     or omitted to be taken by it in good faith in accordance with the direction
     of the Holders of a majority in principal amount of the Outstanding
     Securities of any series, determined as provided in Section 512, relating
     to the time, method and place of conducting any proceeding for any remedy
     available to the Trustee, or exercising any trust or power conferred upon
     the Trustee, under this Indenture with respect to the Securities of such
     series; and

          (4) 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.

     (d) 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.

     Within 90 days after the occurrence of any default hereunder with respect
to the Securities of any series, the Trustee shall transmit by mail to all
Holders of Securities of such series, as their names and addresses appear in the
Security Register, notice of such default hereunder known to the Trustee, unless
such default shall have been cured or waived; provided, however, that, except in
the case of a default in the payment of the principal of (or premium, if any) or
interest on any Security of such series or in the payment of any sinking fund
instalment with respect to Securities of such series, the Trustee shall be
protected in withholding such notice if and so long as the board of directors,
the executive committee or a trust committee of directors or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the Holders of Securities of such series; and
provided, further, 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.


<PAGE>
 
                                      42

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, 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


<PAGE>
 
                                      43

          (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 
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


<PAGE>
 
                                      44

     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 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.

     (a)  If the Trustee has or shall acquire any conflicting interest, as 
defined in this Section, with respect to the Securities of any series, it shall,
within 90 days after ascertaining that it has such conflicting interest, either 
eliminate such conflicting interest or resign with respect to the Securities of 
that series in the manner and with the effect hereinafter specified in this 
Article.

     (b)  In the event that the Trustee shall fail to comply with the provisions
of Subsection (a) of this Section with respect to the Securities of any series,
the Trustee shall, within 10 days after the expiration of such 90-day period,
transmit by mail to all Holders of Securities of that series, as their names and
addresses appear in the Security Register, notice of such failure.

     (c)  For the purposes of this Section, the Trustee shall be deemed to have 
a conflicting interest with respect to the Securities of any series if

          (1) the Trustee is trustee under this Indenture with respect to the 
     Outstanding Securities of any series other than that series or is trustee
     under another indenture under which any other securities, or certificates
     of interest or participation in any other securities, of the Company are
     outstanding, unless such other indenture is a collateral trust indenture
     under which the only collateral consists of Securities issued under this
     Indenture, provided that there shall be excluded from the operation of this
     paragraph any securities or certificates of interest or participation in
     other securities of the Company which may be deemed to be outstanding by
     virtue of its Lease dated as of October 1, 1973 with the Ohio Air Quality
     Development Authority


<PAGE>
 
                                      45

     or its Guaranty Agreement dated October 1, 1973 in respect of Bonds of the
     Ohio Air Quality Development Authority, this Indenture with respect to the
     Securities of any series other than that series or any indenture or
     indentures under which other securities, or certificates of interest or
     participation in other securities, of the Company are outstanding, if

               (i) this Indenture and such other indenture or indentures are 
          wholly unsecured and such other indenture or indentures are hereafter
          qualified under the Trust Indenture Act, unless the commission shall
          have found and declared by order pursuant to Section 305(b) or Section
          307(c) or the Trust Indenture Act that differences exist between the
          provisions of this Indenture with respect to Securities of that
          series and one or more other series or the provisions of such other
          indenture or indentures which are so likely to involve a material
          conflict of interest as to make it necessary in the public interest or
          for the protection of investors to disqualify the Trustee from acting
          as such under this Indenture with respect to the Securities of that
          series and such other series or under such other indenture or
          indentures, or

               (ii) the Company shall have sustained the burden of proving, on 
          application to the Commission and after opportunity for hearing
          thereon, that trusteeship under this Indenture with respect to the
          Securities of that series and such other series or such other
          indenture or indentures is not so likely to involve a material
          conflict of interest as to make it necessary in the public interest or
          for the protection of investors to disqualify the Trustee from acting
          as such under this Indenture with respect to the Securities of that
          series and such other series or under such other indenture or
          indentures;

          (2) the Trustee or any of its directors or executive officers is an 
     obligor upon the Securities or an underwriter for the Company;

          (3) the Trustee directly or indirectly controls or is directly or 
     indirectly controlled by or is under direct or indirect common control with
     the Company or an underwriter for the Company;

          (4) the Trustee or any of its directors or executive officers is a 
     director, officer, partner, employee, appointee or representative of the
     Company, or of an underwriter (other than the Trustee itself) for the
     Company who is currently engaged in the business of underwriting,


<PAGE>
 
                                      46

     except that (i) one individual may be a director or an executive officer,
     or both, of the Trustee and a director or an executive officer, or both, of
     the Company but may not be at the same time an executive officer of both
     the Trustee and the Company; (ii) if and so long as the number of directors
     of the Trustee in office is more than nine, one additional individual may
     be a director or an executive officer, or both, of the Trustee and a
     director of the Company; and (iii) the Trustee may be designated by the
     Company or by any underwriter for the Company to act in the capacity of
     transfer agent, registrar, custodian, paying agent, fiscal agent, escrow
     agent or depositary, or in any other similar capacity, or, subject to the
     provisions of paragraph (1) of this Subsection, to act as trustee, whether
     under an indenture or otherwise;

          (5) 10% or more of the voting securities of the Trustee is 
     beneficially owned either by the Company or by any director, partner or
     executive officer thereof, or 20% or more of such voting securities is
     beneficially owned, collectively, by any two or more of such persons; or
     10% or more of the voting securities of the Trustee is beneficially owned
     either by an underwriter for the Company or by any director, partner or
     executive officer thereof, or is beneficially owned, collectively, by any
     two or more such persons;

          (6) the Trustee is the beneficial owner of, or holds as collateral 
     security for an obligation which is in default (as hereinafter in this
     Subsection defined), (i) 5% or more of the voting securities, or 10% or
     more of any other class of security, of the Company not including the
     Securities issued under this Indenture and securities issued under any
     other indenture under which the Trustee is also trustee, or (ii) 10% or
     more of any class of security of an underwriter for the Company;

          (7) the Trustee is the beneficial owner of, or holds as collateral 
     security for an obligation which is in default (as hereinafter in this
     Subsection defined), 5% or more of the voting securities of any person who,
     to the knowledge of the Trustee, owns 10% or more of the voting securities
     of, or controls directly or indirectly or is under direct or indirect
     common control with, the Company;

          (8) the Trustee is the beneficial owner of, or holds as collateral 
     security for an obligation which is in default (as hereinafter in this
     Subsection defined), 10% or more of any class of security of any

<PAGE>
 
                                      47
 

     person who, to the knowledge of the Trustee, owns 50% or more of the voting
     securities of the Company; or

          (9) the Trustee owns, on May 15 in any calendar year, in the capacity 
     of executor, administrator, testamentary or inter vivos trustee, guardian,
     committee or conservator, or in any other similar capacity, an aggregate of
     25% or more of the voting securities, or of any class of security, of any
     person, the beneficial ownership of a specified percentage of which would
     have constituted a conflicting interest under paragraph (6),(7) or (8) of
     this Subsection. As to any such securities of which the Trustee acquired
     ownership through becoming executor, administrator or testamentary trustee
     of an estate which included them, the provisions of the preceding sentence
     shall not apply, for a period of two years from the date of such
     acquisition, to the extent that such securities included in such estate do
     not exceed 25% of such voting securities or 25% of any such class of
     security. Promptly after May 15 in each calendar year, the Trustee shall
     make a check of its holdings of such securities in any of the above-
     mentioned capacities as of such May 15. If the Company fails to make
     payment in full of the principal of (or premium, if any) or interest on any
     of the Securities when and as the same becomes due and payable, and such
     failure continues for 30 days thereafter, the Trustee shall make a prompt
     check of its holdings of such securities in any of the above-mentioned
     capacities as of the date of the expiration of such 30-day period, and
     after such date, notwithstanding the foregoing provisions of this
     paragraph, all such securities so held by the Trustee, with sole or joint
     control over such securities vested in it, shall, but only so long as such
     failure shall continue, be considered as though beneficially owned by the
     Trustee for the purposes of paragraphs (6), (7) and (8) of this Subsection.

     The specification of percentages in paragraphs (5) to (9), inclusive, of 
this Subsection shall not be construed as indicating that the ownership of such 
percentages of the securities of a person is or is not necessary or sufficient 
to constitute direct or indirect control for the purposes of paragraph (3) or 
(7) of this Subsection.

     For the purposes of paragraphs (6), (7), (8) and (9) of this Subsection
only, (i) the terms "security" and "securities" shall include only such
securities as are generally known as corporate securities, but shall not include
any note or other evidence of indebtedness issued to evidence an


<PAGE>
 
                                      48


obligation to repay moneys lent to a person by one or more banks, trust 
companies or banking firms, or any certificate of interest or participation in 
any such note or evidence of indebtedness; (ii) an obligation shall be deemed 
to be "in default" when a default in payment of principal shall have continued 
for 30 days or more and shall not have been cured; and (iii) the Trustee shall 
not be deemed to be the owner or holder of (A) any security which it holds as 
collateral security, as trustee or otherwise, for an obligation which is not in 
default as defined in clause (ii) above, or (B) any security which it holds as 
collateral security under this Indenture, irrespective of any default hereunder,
or (C) any security which it holds as agent for collection, or as custodian, 
escrow agent or depositary, or in any similar representative capacity.

     (d) For the purposes of this section:

          (1)  The term "underwriter", when used with reference to the Company, 
     means every person who, within three years prior to the time as of which
     the determination is made, has purchased from the Company with a view to,
     or has offered or sold for the Company in connection with, the distribution
     of any security of the Company outstanding at such time, or has
     participated or has had a direct or indirect participation in any such
     undertaking, or has participated or has had a participation in the direct
     or indirect underwriting of any such undertaking, but such term shall not
     include a person whose interest was limited to a commission from an
     underwriter or dealer not in excess of the usual and customary
     distributors' or sellers' commission.

          (2)  The term "director" means any director of a corporation or any 
     individual performing similar functions with respect to any organization, 
     whether incorporated or unincorporated.

          (3)  The term "person" means an individual, a corporation, a 
     partnership, an association, a joint-stock company, a trust, an
     unincorporated organization or a government or political subdivision
     thereof. As used in this paragraph, the term "trust" shall include only a
     trust where the interest or interests of the beneficiary or beneficiaries
     are evidenced by a security.

          (4)  The term "voting security" means any security presently 
     entitling the owner or holder thereof to vote in the direction or
     management of the affairs of a person, or any security issued under or
     pursuant to any trust, agreement or arrangement whereby a trustee

<PAGE>
 
                                      49

     or trustees or agent or agents for the owner or holder of such security are
     presently entitled to vote in the direction or management of the affairs of
     a person.

          (5)  The term "Company" means any obligor upon the Securities.

          (6)  The term "executive officer" means the president, every vice
     president, every trust officer, the cashier, the secretary and the
     treasurer of a corporation, and any individual customarily performing
     similar functions with respect to any organization whether incorporated or
     unincorporated, but shall not include the chairman of the board of
     directors.

     (e)  The percentages of voting securities and other securities specified in
this Section shall be calculated in accordance with the following provisions:

          (1)  A specified percentage of the voting securities of the Trustee, 
     the Company or any other person referred to in this Section (each of whom
     is referred to as a "person" in this paragraph) means such amount of the
     outstanding voting securities of such person as entitles the holder or
     holders thereof to cast such specified percentage of the aggregate votes
     which the holders of all the outstanding voting securities of such person
     are entitled to cast in the direction or management of the affairs of such
     person.

          (2)  A specified percentage of a class of securities of a person means
     such percentage of the aggregate amount of securities of the class
     outstanding.

          (3)  The term "amount", when used in regard to securities, means the 
     principal amount if relating to evidences of indebtedness, the number of
     shares if relating to capital shares and the number of units if relating
     to any other kind of security.

          (4)  The term "outstanding" means issued and not held by or for the 
     account of the issuer. The following securities shall not be deemed
     outstanding within the meaning of this definition:

               (i) securities of an issuer held in a sinking fund relating to 
          securities of the issuer of the same class;

               (ii) securities of an issuer held in a sinking fund relating to 
          another class of securities of the issuer, if the obligation
<PAGE>
 

                                      50

          evidenced by such other class of securities is not in default as to 
          principal or interest or otherwise;

               (iii) securities pledged by the issuer thereof as security for an
          obligation of the issuer not in default as to principal or interest or
          otherwise; and

               (iv) securities held in escrow if placed in escrow by the issuer 
          thereof;

     provided, however, that any voting securities of an issuer shall be deemed
     outstanding if any person other than the issuer is entitled to exercise the
     voting rights thereof.

          (5) A security shall be deemed to be of the same class as another 
     security if both securities confer upon the holder or holders thereof
     substantially the same rights and privileges; provided, however, that, in
     the case of secured evidences of indebtedness, all of which are issued
     under a single indenture, differences in the interest rates or maturity
     dates of various series thereof shall not be deemed sufficient to
     constitute such series different classes and provided, further, that, in
     the case of unsecured evidences of indebtedness, differences in the
     interest rates or maturity dates thereof shall not be deemed sufficient to
     constitute them securities of different classes, whether or not they are
     issued under a single indenture.

SECTION 609.  Corporate Trustee Required; Eligibility.

     There shall at all times be a Trustee hereunder which shall 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 exercise corporate trust powers, having a combined capital and surplus
of at least $50,000,000 subject to supervision or examination by Federal or
State authority and having its Corporate Trust Office in any State of the United
States. If such corporation 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 corporation 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.
<PAGE>
 
                                      51


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 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(a) 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.

<PAGE>
 
                                      52

     (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 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 by mailing
written notice of such event by first-class mail, postage prepaid, to all
Holders of Securities of such series as their names and addresses appear in the
Security Register. 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

<PAGE>
 
                                      53


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, trust 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 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
<PAGE>
 
                                      54


property and money held by such retiring Trustee hereunder with respect to the 
Securities of that or those series to which the appointment of such successor 
Trustee relates.

     (c) Upon request of any such successor Trustee, the Company shall execute 
any and all instruments for more fully and certainly vesting in and confirming 
to such successor Trustee all such rights, powers and trusts referred to in 
paragraph (a) or (b) of this Section, 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 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.

     (a) Subject to Subsection (b) of this Section, if the Trustee shall be or 
shall become a creditor, directly or indirectly, secured or unsecured, of the 
Company within four months prior to a default, as defined in Subsection (c) of 
this Section, or subsequent to such a default, then, unless and until such 
default shall be cured, the Trustee shall set apart and hold in a special 
account for the benefit of the Trustee individually, the Holders of the 
Securities and the holders of other indenture securities, as defined in 
Subsection (c) of this Section:

          (1) an amount equal to any and all reductions in the amount due and 
     owing upon any claim as such creditor in respect of principal or
<PAGE>
 
                                      55

     interest, effected after the beginning of such four months' period and
     valid as against the Company and its other creditors, except any such
     reduction resulting from the receipt or disposition of any property
     described in paragraph (2) of this Subsection, or from the exercise of any
     right of set-off which the Trustee could have exercised if a petition in
     bankruptcy had been filed by or against the Company upon the date of such
     default; and

          (2) all property received by the Trustee in respect of any claims as
     such creditor, either as security therefor, or in satisfaction or
     composition thereof, or otherwise, after the beginning of such four months'
     period, or an amount equal to the proceeds of any such property, if
     disposed of, subject, however, to the rights, if any, of the Company and
     its other creditors in such property or such proceeds.

Nothing herein contained, however, shall affect the right of the Trustee:

          (A) to retain for its own account (i) payments made on account of any
     such claim by any Person (other than the Company) who is liable thereon,
     and (ii) the proceeds of the bona fide sale of any such claim by the
     Trustee to a third Person, and (iii) distributions made in cash, securities
     or other property in respect of claims filed against the Company in
     bankruptcy or receivership or in proceedings for reorganization pursuant to
     the Federal Bankruptcy Act or applicable State law;

          (B) to realize, for its own account, upon any property held by it as
     security for any such claim, if such property was so held prior to the
     beginning of such four months' period;

          (C) to realize, for its own account, but only to the extent of the 
     claim hereinafter mentioned, upon any property held by it as security for
     any such claim, if such claim was created after the beginning of such four
     months' period and such property was received as security therefor
     simultaneously with the creation thereof, and if the Trustee shall sustain
     the burden of proving that at the time such property was so received the
     Trustee had no reasonable cause to believe that a default, as defined in
     Subsection (c) of this Section, would occur within four months; or

          (D) to receive payment on any claim referred to in paragraph (B) or 
     (C), against the release of any property held as security for

<PAGE>
 
                                      56
 
     such claim as provided in paragraph (B) or (C), as the case may be, to the 
     extent of the fair value of such property.

     For the purposes of paragraphs (B), (C) and (D), property substituted after
the beginning of such four months' period for property held as security at the 
time of such substitution shall, to the extent of the fair value of the property
released, have the same status as the property released, and, to the extent that
any claim referred to in any of such paragraphs is created in renewal of or in
substitution for or for the purpose of repaying or refunding any pre-existing
claim of the Trustee as such creditor, such claim shall have the same status as
such pre-existing claim.

     If the Trustee shall be required to account, the funds and property held in
such special account and the proceeds thereof shall be apportioned among the 
Trustee, the Holders and the holders of other indenture securities in such 
manner that the Trustee, the Holders and the holders of other indenture 
securities realize, as a result of payments from such special account and 
payments of dividends on claims filed against the Company in bankruptcy or 
receivership or in proceedings for reorganization pursuant to the Federal 
Bankruptcy Act or applicable State law, the same percentage of their respective 
claims, figured before crediting to the claim of the Trustee anything on 
account of the receipt by it from the Company of the funds and property in such 
special account and before crediting to the respective claims of the Trustee and
the Holders and the holders of other indenture securities dividends on claims 
filed against the Company in bankruptcy or receivership or in proceedings for 
reorganization pursuant to the Federal Bankruptcy Act or applicable State law, 
but after crediting thereon receipts on account of the indebtedness represented 
by their respective claims from all sources other than from such dividends and 
from the funds and property so held in such special account.  As used in this 
paragraph, with respect to any claim, the term "dividends" shall include any 
distribution with respect to such claim, in bankruptcy or receivership or 
proceedings for reorganization pursuant to the Federal Bankruptcy Act or 
applicable State law, whether such distribution is made in cash, securities or 
other property, but shall not include any such distribution with respect to the 
secured portion, if any, of such claim.  The court in which such bankruptcy, 
receivership or proceedings for reorganization is pending shall have 
jurisdiction (i) to apportion among the Trustee, the Holders and the holders of 
other indenture securities, in
<PAGE>
 
                                      57

accordance with the provisions of this paragraph, the funds and property held in
such special account and proceeds thereof, or (ii) in lieu of such 
apportionment, in whole or in part, to give to the provisions of this paragraph 
due consideration in determining the fairness of the distributions to be made to
the Trustee and the Holders and the holders of other indenture securities with 
respect to their respective claims, in which event it shall not be necessary to 
liquidate or to appraise the value of any securities or other property held in 
such special account or as security for any such claim, or to make a specific 
allocation of such distributions as between the secured and unsecured portions 
of such claims, or otherwise to apply the provisions of this paragraph as a 
mathematical formula.

     Any Trustee which has resigned or been removed after the beginning of such 
four months' period shall be subject to the provisions of this Subsection as 
though such resignation or removal had not occurred. If any Trustee has resigned
or been removed prior to the beginning of such four months' period, it shall be 
subject to the provisions of this Subsection if and only if the following 
conditions exist:

          (i) the receipt of property or reduction of claim, which would have 
     given rise to the obligation to account, if such Trustee had continued as 
     Trustee, occurred after the beginning of such four months' period; and

          (ii) such receipt of property or reduction of claim occurred within 
     four months after such resignation or removal.

     (b) There shall be excluded from the operation of Subsection (a) of this 
Section a creditor relationship arising from:

          (1) the ownership or acquisition of securities issued under any 
     indenture, or any security or securities having a maturity of one year or
     more at the time of acquisition by the Trustee;

          (2) advances authorized by a receivership or bankruptcy court of 
     competent jurisdiction or by this Indenture, for the purpose of preserving
     any property which shall at any time be subject to the lien of this
     Indenture or of discharging tax liens or other prior liens or encumbrances
     thereon, if notice of such advances and of the circumstances surrounding
     the making thereof is given to the Holders at the time and in the manner
     provided in this Indenture;

          (3) disbursements made in the ordinary course of business in the 
     capacity of trustee under an indenture, transfer agent, registrar,
<PAGE>
 
                                      58

     custodian, paying agent, fiscal agent or depositary, or other similar 
     capacity;

          (4) an indebtedness created as a result of services rendered or
     premises rented; or an indebtedness created as a result of goods or
     securities sold in a cash transaction, as defined in Subsection (c) of this
     Section;

          (5) the ownership of stock or of other securities of a corporation
     organized under the provisions of Section 25(a) of the Federal Reserve Act,
     as amended, which is directly or indirectly a creditor of the Company; and

          (6) the acquisition, ownership, acceptance or negotiation of any
     drafts, bills of exchange, acceptances or obligations which fall within the
     classification of self-liquidating paper, as defined in Subsection (c) of
     this Section.
 
     (c) For the purposes of this Section only:

          (1) The term "default" means any failure to make payment in full of
     the principal of or interest on any of the Securities or upon the other
     indenture securities when and as such principal or interest becomes due and
     payable;

          (2) the term "other indenture securities" means securities upon which
     the Company is an obligor outstanding under any other indenture (i) under
     which the Trustee is also trustee, (ii) which contains provisions
     substantially similar to the provisions of this Section, and (iii) under
     which a default exists at the time of the apportionment of the funds and
     property held in such special account;

          (3) the term "cash transaction" means any transaction in which full
     payment for goods or securities sold is made within seven days after
     delivery of the goods or securities in currency or in checks or other
     orders drawn upon banks or bankers and payable upon demand;

          (4) the term "self-liquidating paper" means any draft, bill of
     exchange, acceptance or obligation which is made, drawn, negotiated or
     incurred by the Company for the purpose of financing the purchase,
     processing, manufacturing, shipment, storage or sale of goods, wares or
     merchandise and which is secured by documents evidencing title to,
     possession of, or a lien upon, the goods, wares or merchandise or the
     receivables or proceeds arising from the sale of the goods, wares or
     merchandise previously constituting the security,

<PAGE>
 
                                      59

     provided the security is received by the Trustee simultaneously with the
     creation of the creditor relationship with the Company arising from the
     making, drawing, negotiating or incurring of the draft, bill of exchange,
     acceptance or obligation;

          (5)  the term "Company" means any obligor upon the Securities;
     and
          (6)  the term "Federal Bankruptcy Act" means the Bankruptcy Act or 
     Title 11 of the United States Code.

SECTION 614.  Appointment of Authenticating Agent.

     At any time when any of the Securities remain Outstanding the Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Securities which shall be authorized to act on behalf of the Trustee to
authenticate Securities of such series issued upon exchange, registration of
transfer or partial redemption thereof 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 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.
<PAGE>
 
                                      60

     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 corporated 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 any 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 alternate
certificate of authentication in the following form:

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

                                        BANKERS TRUST COMPANY
                                            As Trustee

                                        By.........................
                                           As Authenticating Agent

                                        By.........................
                                            Authorized Officer
        
<PAGE>
 
                                      61

                                 ARTICLE SEVEN

                HOLDERS' LIST 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.

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

     (b)  If three or more Holders (herein referred to as "applicants") apply in
writing to the Trustee, and furnish to the Trustee reasonable proof that each
such applicant has owned a Security for a period of at least six months
preceding the date of such application, and such application states that the
applicants desire to communicate with other Holders with respect to their rights
under this Indenture or under the Securities and is accompanied by a copy of the
form of proxy or other communication which such applicants propose to transmit,
then the Trustee shall, within five business days after the receipt of such
application, at its election, either

          (i)  afford such applicants access to the information preserved at the
     time by the Trustee in accordance with Section 702(a), or
<PAGE>
 
                                      62 

          (ii) inform such applicants as to the approximate number of Holders
     whose names and addresses appear in the information preserved at the time
     by the Trustee in accordance with Section 702(a), and as to the approximate
     cost of mailing to such Holders the form of proxy or other communication,
     if any, specified in such application.

     If the Trustee shall elect not to afford such applicants access to such 
information, the Trustee shall, upon the written request of such applicants, 
mail to each Holder whose name and address appear in the information preserved 
at the time by the Trustee in accordance with Section 702(a) a copy of the form 
of proxy or other communication which is specified in such request, with 
reasonable promptness after a tender to the Trustee of the material to be mailed
and of payment, or provision for the payment, of the reasonable expenses of 
mailing, unless within five days after such tender the Trustee shall mail to 
such applicants and file with the Commission, together with a copy of the 
material to be mailed, a written statement to the effect that, in the opinion of
the Trustee, such mailing would be contrary to the best interest of the Holders 
or would be in violation of applicable law. Such written statement shall specify
the basis of such opinion. If the Commission, after opportunity for a hearing 
upon the objections specified in the written statement so filed, shall enter an
order refusing to sustain any of such objections or if, after the entry of an 
order sustaining one or more of such objections, the Commission shall find, 
after notice and opportunity for hearing, that all the objections so sustained 
have been met and shall enter an order so declaring, the Trustee shall mail 
copies of such material to all such Holders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall 
be relieved of any obligation or duty to such applicants respecting their 
application.

     (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 the 
disclosure of any such information as to the names and addresses of the Holders 
in accordance with Section 702(b), regardless of the source from which such 
information was derived, and that the Trustee shall not be held accountable by 
reason of mailing any material pursuant to a request made under Section 702(b).
<PAGE>
 
                                      63
 
SECTION 703.  Reports by Trustee.

     (a)  Within 60 days after May 15 of each year commencing with the year 
1983, the Trustee shall transmit by mail to all Holders, as their names and 
addresses appear in the Security Register, a brief report dated as of such May 
15 with respect to:

               (1)  its eligibility under Section 609 and its qualifications 
          under Section 608, or in lieu thereof, if to the best of its knowledge
          it has continued to be eligible and qualified under said Sections, a
          written statement to such effect;

               (2)  the character and amount of any advances (and if the Trustee
          elects so to state, the circumstances surrounding the making thereof)
          made by the Trustee (as such) which remain unpaid on the date of such
          report, and for the reimbursement of which it claims or may claim a
          lien or charge, prior to that of the Securities, on any property or
          funds held or collected by it as Trustee, except that the Trustee
          shall not be required (but may elect) to report such advances of such
          advances so remaining unpaid aggregate not more than 1/2 of 1% of the
          principal amount of the Securities Outstanding on the date of such
          report;

               (3)  the amount, interest rate and maturity date of all other 
          indebtedness owing by the Company (or by any other obligor on the
          Securities) to the Trustee in its individual capacity, on the date of
          such report, with a brief description of any property held as
          collateral security therefor, except in indebtedness based upon a
          creditor relationship arising in any manner described in Section
          613(b)(2), (3), (4) or (6);

               (4)  the property and funds, if any, physically in the possession
          of the Trustee as such on the date of such report;

               (5)  any additional issue of Securities which the Trustee has not
          previously reported; and 

               (6)  any action taken by the Trustee in the performance of its 
          duties hereunder which it has not previously reported and which in its
          opinion materially affects the Securities, except action in respect of
          a default, notice of which has been or is to be withheld by the
          Trustee in accordance with Section 602.

     (b)  The Trustee shall transmit by mail to Holders, as their names and 
addresses appear in the Security Register, a brief report with respect
<PAGE>
 
                                      64

to the character and amount of any advances (and if the Trustee elects so to
state, the circumstances surrounding the making thereof) made by the Trustee (as
such) since the date of the last report transmitted pursuant to Subsection (a) 
of this Section (or if no such report has yet been so transmitted, since the 
date of execution of this instrument) for the reimbursement of which it claims 
or may claim a lien or charge, prior to that of the Securities, on property or 
funds held or collected by it as Trustee and which it has not previously 
reported pursuant to this Subsection, except that the Trustee shall not be 
required (but may elect) to report such advances if such advances remaining 
unpaid at any time aggregate 10% or less of the principal amount of the 
Securities Outstanding at such time, such report to be transmitted within 90 
days after such time.

     (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:

          (1)  file with the Trustee, within 15 days after the Company is 
     required to file the same with the Commission, copies of the annual reports
     and of the information, documents and other reports (or copies of such
     portions of any of the foregoing as the Commission may from time to time by
     rules and regulations prescribe) which the Company may be required to file
     with the commission pursuant to Section 13 or Section 15(d) of the
     Securities Exchange Act of 1934; or, if the Company is not required to file
     information, documents or reports pursuant to either of said Sections, then
     it shall file with the Trustee and the Commission, in accordance with rules
     and regulations prescribed from time to time by the Commission, such of the
     supplementary and periodic information, documents and reports which may be
     required pursuant to Section 13 of the Securities Exchange Act of 1934 in
     respect of a security listed and registered on a national securities
     exchange as may be prescribed from time to time in such rules and
     regulations;

          (2)  file with the Trustee and the Commission, in accordance with 
     rules and regulations prescribed from time to time by the 

         
<PAGE>
 
                                      65 

     Commission, such additional information, documents and reports with respect
     to compliance by the Company with the conditions and covenants of this
     Indenture as may be required from time to time by such rules and
     regulations; and

          (3) transmit by mail to all Holders, as their names and addresses
     appear in the Security Register, within 30 days after the filing thereof
     with the Trustee, such summaries of any information, documents and reports
     required to be filed by the Company pursuant to paragraphs (1) and (2) of
     this Section as may be required by rules and regulations prescribed from
     time to time by 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 and
     the performance of every covenant of this Indenture on the part of the
     Company to be performed or observed;
<PAGE>
 
                                      66
 
          (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, 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 transaction have been complied with.

SECTION 802.  Successor Corporation Substituted.

     Upon any consolidation by the Company with or merger by the Company into
any other corporation 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 corporation 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
corporation had been named as the Company herein, and thereafter, except in the
case of a lease, the predecessor corporation shall be relieved of all
obligations and covenants under this Indenture and the Securities.

<PAGE>
 
                                      67


                                 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 corporation 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
     such extent as shall be necessary to permit or facilitate the issuance of
     Securities in bearer form, registrable or not registrable as to principal,
     and with or without interest coupons; or

          (5)  to change or eliminate any of the provisions of this Indenture,
     provided that any such change or elimination shall become effective only
     when there is no Security Outstanding of any series created prior to the
     execution of such supplemental indenture which is entitled to the benefit
     of such provision; or

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

          (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


<PAGE>
 
                                      68

     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 such action 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) changed 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 the 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

          (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

<PAGE>
 
                                      69

     this Indenture or certain defaults hereunder and their consequences) 
     provided for in this Indenture, 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 convenant 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.

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.

<PAGE>
 
                                      70 

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 as then in effect.

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 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.

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. 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.
<PAGE>
 
                                      71

     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 sufficient to pay the principal (and premium, if any) or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such principal, premium or interest, 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:

          (1) hold all sums held by it for the payment of the principal of (and
     premium, if any) or interest on Securities of that series in trust for the
     benefit of the Persons entitled thereto until such sums shall be paid to
     such Persons or otherwise disposed of as herein provided;

          (2) give the Trustee notice of any default by the Company (or any 
     other obligor upon the Securities of that series) in the making of

<PAGE>
 
                                      72 

     any payment of principal (and premium, if any) or interest on the 
     Securities of that series; and

          (3) at any time during the continuance of any such default, upon the
     written request of the Trustee, forthwith pay to the Trustee all sums so
     held in trust by such Paying Agent.

     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 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 three 
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 a newspaper published in 
the English language, customarily published on each Business Day and of general 
circulation in the Borough of Manhattan, The City of New York, 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 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
<PAGE>
 
                                      73
 
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 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 

<PAGE>
 
                                      74

     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 of 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 1954, 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 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
<PAGE>
 
                                      75

     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
<PAGE>
 
 
                                      76

giving effect thereto, Exempted Indebtedness does not exceed 5% of Consolidated
Shareholders' Equity.

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 any term,
provision or condition set forth in Section 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.

                                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


<PAGE>
 

                                      77

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 and of other principal amount of Securities 
of such series to be redeemed.  In the case of any redemption of Securities 
prior to the expiration of any restriction on such redemption provided in the 
terms of such Securities or elsewhere in this Indenture, the Company shall 
furnish the Trustee with an Officers' Certificate evidencing compliance with 
such restriction.

SECTION 1103. Selection by Trustee of Securities to be Redeemed.

     If less than all the Securities of any series 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.

     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 by first-class mail, postage prepaid, 
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to 
each Holder of Securities to be redeemed, at his address appearing in the 
Security Register.

     All notices of redemption shall state:

          (1) the Redemption Date,
<PAGE>
 
                                      78

          (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,
     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. 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 instalments 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.
<PAGE>
 
                                      79

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

SECTION 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, of any authorized
denomination as requested by such Holder, in aggregate principal amount equal to
and in exchange for the unredeemed portion of the principal of the Security so
surrendered.  

                                ARTICLE 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) and (2) may apply as a credit Securities 
of a series which have been redeemed either at the
<PAGE>
 
                                      80

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 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.

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 1006 and 1007.

     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.
<PAGE>
 

                                      81

     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 JAMES R. SAMARTINI

Attest:

     GEORGE J. MALY, JR.

                                       BANKERS TRUST COMPANY

[SEAL]
                                       BY M. K. KLUGMAN

Attest:

     HARRIET A. DRANDOFF



[SEAL]
<PAGE>
 
                                      82

STATE OF OHIO        }
COUNTY OF MONTGOMERY }SS.:

     On the 23rd day of July, 1982, before me personally came James R. 
Samartini, to me known, who, being by me duly sworn, did depose and say that he 
is a Vice President 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.


                                                       EVA L. KEMPFER
                                                EVA L. KEMPFER, Notary Public
                                                 In and for the State of Ohio
                                             My Commission Expires June 29, 1987

STATE OF NEW YORK  }
COUNTY OF NEW YORK } SS.:

     On the 22nd day of July, 1982, before me personally came M. K. Klugman, to 
me known, who, being by me duly sworn, did depose and say that he is a Vice
President of BANKERS TRUST COMPANY, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


                                                     ROSEMARY MELENDEZ
                                                     ROSEMARY MELENDEZ
                                              Notary Public, State of New York
                                                        No. 4679497
                                                 Qualified in Bronx County
                                            Certificate Filed in New York County
                                             Commission Expires March 30, 1984
<PAGE>
 
================================================================================





                             THE MEAD CORPORATION

                                      TO

                            BANKERS TRUST COMPANY,
                                              Trustee



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


                         First Supplemental Indenture

                           Dated as of March 1, 1987

                                 TO INDENTURE

                           Dated as of July 15, 1982


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






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

          FIRST SUPPLEMENTAL INDENTURE, dated as of March 1, 1987, between THE
MEAD CORPORATION, a corporation duly organized and existing under the laws of
the State of Ohio (the "Company"), having its principal offices at Dayton, Ohio,
and BANKERS TRUST COMPANY, a corporation duly organized and existing under the
laws of the State of New York, as Trustee (the "Trustee").

          WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of July 15, 1982 (the "Indenture"), providing for
the issuance from time to time of its unsecured debentures, notes and other
evidences of indebtednesses (herein and therein called the "Securities"), to be
issued in one or more series as in the Indenture provided;

          WHEREAS, Section 901(5) of the Indenture provides, among other things,
that the Company, when authorized by a Board Resolution, and the Trustee, at any
time and from time to time, may enter into an indenture supplemental to the
Indenture for the purpose of changing or eliminating any provision of the
Indenture, provided that such change or elimination shall not be effective as to
any Security Outstanding of any series created prior to the execution of such
supplemental indenture which is entitled to the benefit of such provision;

          WHEREAS, the Company pursuant to the foregoing authority, proposes in
and by this First Supplemental

<PAGE>
 
Indenture to amend the Indenture in certain respects with respect to the
Securities of any series created on or after the date hereof; and

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

                                   AGREEMENT

          NOW, THEREFORE, the Company and the Trustee hereby agree as follows:

          1.  Subparagraph (iii) of the definition of "Outstanding" set forth in
Section 101 of the Indenture is hereby renumbered subparagraph (iv), and a new 
subparagraph (iii) is added as follows:

          "(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"

          2.  Section 203 of the Indenture is hereby amended by adding 
immediately after the sixth paragraph thereof the following:

          "[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.]"

                                      -2-
<PAGE>
 
          3.  Section 301 of the Indenture is hereby amended by deleting the 
word "and" from the end of Section 301(9), by renumbering Section 301(10) as 
Section 301(11) and by inserting a new Section 301(10) as follows:

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

          4.  The fifth paragraph of Section 1003 of the Indenture is hereby 
amended by adding "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," immediately 
after "Any money deposited with the Trustee or any Paying Agent" in the first 
line thereof.

          5.  The Indenture is hereby amended by adding a new Article Thirteen 
as follows:

                               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

                                      -3-
<PAGE>
 
     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 under such Securities and this
     Indenture insofar as such Securities are concerned (and the Trustee, at the
     expense

                                      -4-
<PAGE>
 
     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 and 1003, (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,


                                      -5-

<PAGE>
 
     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:

                                      -6-
<PAGE>
 
          (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
     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 or 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 Out-

                                      -7-
<PAGE>
 
     standing 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 and 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

                                      -8-
<PAGE>
 
     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 


                                      -9-

<PAGE>
 
     Securities of such series to have a 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


                                     -10-

<PAGE>
 
     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

                                     -11-
<PAGE>
 
          (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.
     
     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

                                     -12-



<PAGE>
 
     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.

          6.  All provisions of this First Supplemental Indenture shall be 
deemed to be incorporated in, and made a

                                     -13-
<PAGE>
 
part of, the Indenture; and the Indenture, as supplemented by this First
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.

          7.   The Trustee accepts the trusts created by the Indenture, as
supplemented by this First Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by this
First Supplemental Indenture.

          8.   The recitals contained in the Indenture and the Securities,
except the Trustee's certificate of authentication, shall be taken as statements
of the Company, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations as to the validity or sufficiency of the
Indenture or the Securities.

          9.   All amendments to the Indenture made hereby shall have effect
only with respect to the Securities of any series created on or after the date
hereof, and not with respect to the Securities of any series created prior to
the date hereof.

          10.  All capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Indenture.

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

                                     -14-

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

                             
                             THE MEAD CORPORATION



                                By:  /s/ W. A. Enouen
                                     -----------------------------
                                     William A. Enouen

                                     Title:  Senior Vice President
                                             and Chief Financial Officer


[Corporate Seal]

Attest:

        /s/ George J. Maly Jr.
        ----------------------------
            George J. Maly Jr.

        Title: Secretary and
               Associate General Counsel

                             
                             BANKERS TRUST COMPANY



                                By:  /s/ Daniel C. Brown, Jr.
                                     -----------------------------
                                         Daniel C. Brown, Jr.

                                     Title:  Vice President
                                     
[Corporate Seal]

Attest:

        /s/ Mary A. Polar
        ----------------------------
            Mary A. Polar

        Title: Assistant Secretary


                                     -15-
<PAGE>
 
STATE OF OHIO            )
                         ) SS.:
COUNTY OF MONTGOMERY     )

          On the 24th day of March, 1987, before me personally came William A. 
Enouen, to me known, who, being duly sworn, did depose and say that he is Senior
Vice President and Chief Financial Officer 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/ Laurene L. Holloway
                                         ----------------------------------
                                         LAURENE L. HOLLOWAY, Notary Public
                                         Notary Public, State of Ohio
                                                    No.________________

                                         Qualified in _________________County

                                         Commission Expires August 28, 1990

 
STATE OF NEW YORK        )
                         ) SS.:
COUNTY OF NEW YORK       )

          On the 26th day of March, 1987, before me personally came Daniel C.
Brown, Jr., to me known, who, being duly sworn, did depose and say that he is
Vice President of BANKERS TRUST COMPANY, one of the corporations described in
and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


                                         /s/ Joanne Itskovitz
                                         ---------------------------------
                                                 JOANNE ITSKOVITZ
                                         Notary Public, State of New York
                                                    No. 4803877
                                         Qualified in Westchester County
                                         Commission Expires March 30, 1988

                
                                     -16-
<PAGE>
 
                                                                [EXECUTION COPY]

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



                             THE MEAD CORPORATION

                                      TO

                        BANKERS TRUST COMPANY, TRUSTEE

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

                         Second Supplemental Indenture

                         Dated as of October 15, 1989

                                 TO INDENTURE

                           Dated as of July 15, 1982

                                 As Amended by

                         First Supplemental Indenture

                           Dated as of March 1, 1987

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







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

<PAGE>
 
     SECOND SUPPLEMENTAL INDENTURE, dated as of October 15, 1989, between THE
MEAD CORPORATION, a corporation duly organized and existing under the laws of
the State of Ohio (the "Company"), having its principal offices at Dayton, Ohio
and BANKERS TRUST COMPANY, a corporation duly organized and existing under the
laws of the State of New York, as Trustee (the "Trustee").

     WHEREAS, the Company has heretofore executed and delivered to the Trustee
an Indenture, dated as of July 15, 1982, and a First Supplemental Indenture (the
"First Supplemental Indenture"), dated as of March 1, 1987 (as so supplemented,
the "Indenture"), providing for the issuance from time to time of its unsecured
debentures, notes and other evidences of indebtedness (herein and therein called
the "Securities"), to be issued in one or more series as in the Indenture
provided;

     WHEREAS, Sections 901(5) and 901(9) of the Indenture provide, among other
things, that the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into an indenture
supplemental to the Indenture (1) for the purpose of changing or eliminating any
provision of the Indenture, provided that such change or elimination becomes
effective only when there is no Security

                                       2
<PAGE>
 

Outstanding of any series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision and (2) for the
purpose of making any other provisions with respect to matters arising under the
Indenture, provided that such action does not adversely affect the interests of
the Holders of Securities of any series in any material respect;

     WHEREAS, the Company pursuant to the foregoing authority, proposed in and
by this Second Supplemental Indenture to amend the Indenture in certain respects
with respect to the Securities of any series created on or after the date
hereof; and

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

                                   AGREEMENT

     NOW, THEREFORE, the Company and the Trustee hereby agree as follows:

     1.  Section 101 of the Indenture is hereby amended by adding the following 
definitions:

     "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 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.

                                       3

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

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

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

     "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 Debt Securities of that series.

     "Designated Currency" has the meaning specified in Section 313.

     "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.

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

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

                                       4

<PAGE>
 
     "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.

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

     "United States" means the United States of America (including the States
     thereof and the District of Columbia), its territories and possessions and
     other areas subject to its jurisdiction.

     "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.

     2.  The definitions of "Business Day", "Holder", "Place of Payment" and 
"Securities" in Section 101 of the Indenture are hereby amended to read in full 
as follows:

     "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.

     "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.

                                       5

<PAGE>
 
     "Place of Payment", when used with respect to the Securities of any series
     payable in Dollars, means the Corporate Trust Office of the Trustee in the
     Borough of Manhattan, the City and State of New York, when used with
     respect to the Securities of any series payable in a Foreign Currency,
     means the place or places 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.

     "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 coupons appertaining to any Bearer
     Securities.

     3.  Section 104 of the Indenture is hereby amended as follows:

     (a)  By adding the following immediately after the first sentence of 
subdivision (a):

     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.

     (b)  By adding the following at the end of subdivision (a):

     The record of any meeting of Holders of Securities shall be proved in the 
     manner provided in Section 1406.

                                       6


<PAGE>
 
     (c)  By relettering Section 104(d) as Section 104(h) and by adding the 
following immediately prior to new Section 104(h):

     (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 of affidavit
     bearing a later date issued in respect of the same Bearer Security is
     produced, or (2) such Bearer Security is produced to the Trustee by some
     other Person, or (3) such Bearer Security is surrendered in exchange for a
     Registered Security, or (4) such Bearer Security is no longer Outstanding.

     (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.

                                       7
<PAGE>
 
     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, 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).

     4.  Section 106 of the Indenture is hereby amended as follows:

     (a)  By deleting the first sentence of the first paragraph and inserting 
in its place the following:

     Except as otherwise expressly provided herein, where this Indenture 
     provides for notice to Holders of any 

                                       8
<PAGE>
 
     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
     International Stock Exchange of the United Kingdom and the Republic of
     Ireland 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.

     (b)  By adding the following to the end thereof:

     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 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 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.

                                       9

<PAGE>
 

     5.  Section 301 of the Indenture (as amended by the First Supplemental
Indenture) is hereby further amended as follows:

     (a)  By deleting Section 301(8) and inserting in its place the following:

     (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;

     (b)  By deleting the word "and" from the end of Section 301(10), by
renumbering Section 301(11) as Section 301(18) and by inserting the
following immediately prior to new Section 301(18):

     (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 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 interest in a
     permanent Global

                                      10
<PAGE>
 

     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;

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

     (c) By adding the following at the end of Section 301:

     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

                                      11
<PAGE>
 
     payable, with different Redemption Dates and may be denominated in
     different currencies or payable in different currencies.

     6.  The second sentence of Section 302 of the Indenture is hereby amended 
by adding the following to the end thereof:

     , except that Bearer Securities of each series, if any, shall be issuable 
     in the denomination of $5,000.

     7.  Section 303 of the Indenture is hereby amended as follows:

     (a)  By adding the following to the end of the first paragraph:

     Coupons shall bear the facsimile signature of the Treasurer or any
     Assistant Treasurer of the Company.

     (b)  By adding the following to the end of the first sentence of the third
paragraph:

     ; 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 either (i) a certificate in the form set forth in
     Exhibit A to this Indenture, dated no earlier than 15 days prior to 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, or (ii) a certificate in the form set forth in Exhibit D to this
     Indenture if such certificate has been furnished after the Exchange Date.
     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

                                      12
<PAGE>
 
     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 is 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 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.

     (c)  By adding the following immediately after the third paragraph:

     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 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 instruction 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."

                                      13

<PAGE>
 
     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.

     (d) By deleting the fourth paragraph and inserting the following in its 
place:

     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.

     (e) By adding the following at the end of the fifth paragraph:

     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.

     8.  Section 304 of the Indenture is hereby amended by deleting the text of 
Section 304 in its entirety and inserting the following in its place:

     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.

                                      14
<PAGE>
 
     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 exchange 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 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

                                      15
<PAGE>
 
     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, 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 in 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 earlier of (i) the
     receipt by Euro-clear or CEDEL S.A., as the case may be, after the Exchange
     Date from the account holder of a certificate in the form set forth in
     Exhibit D to this Indenture, or (ii) the receipt by Euro-clear or CEDEL
     S.A., as the case may be, of instructions from the account holder to
     request such exchange on his behalf and the delivery to 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 the Exchange
     Date, copies of 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

                                      16
<PAGE>
 
     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, unless otherwise
     specified as contemplated by Section 301, interest payable on a temporary
     Global Security on any Interest Payment Date for Securities of such series
     shall be payable to Euro-clear and CEDEL S.A. on such Interest Payment Date
     upon delivery by Euro-clear and CEDEL S.A. to the Trustee of a certificate
     or certificates in the form set forth in Exhibit C to this Indenture, 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, hold such temporary Global Security on such Interest
     Payment Date and who have each delivered to Euro-clear or CEDEL S.A., as
     the case may be, a certificate in the form set forth in Exhibit D to this
     Indenture. 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.

     9.  Section 305 of the Indenture is hereby amended as follows:

     (a) By deleting this second paragraph in its entirety and the first 
sentence of the third paragraph and inserting the following in their place:

     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.

                                      17




<PAGE>
 
     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 the 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 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 require to save
     each of them and any Paying Agent harmless. If thereafter the Holder of
     such Security shall surrender to any Paying Agent any such missing coupon
     in respect of which such a payment shall have been made, such Holder shall
     be entitled to receive the amount of such payment; provided, however, that,
                                                        --------  -------
     except as otherwise provided in Section 1002, interest

                                      18
<PAGE>
 
     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.

     (b) By adding the following immediately after the third paragraph:

     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 equal to the principal amount of the Global Security or
     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
     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

                                      19
<PAGE>
 
     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. Thereupon, the Company shall
     execute, and the Trustee shall authenticate and deliver, 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 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

                                      20
<PAGE>
 
     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 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 to this Indenture 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.

     (c)  By adding the following to the end of the sentence comprising the
seventh paragraph:

     , 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.

     10.  The third paragraph of Section 306 is hereby amended by adding the
following to the end of the sentence comprising the third paragraph:

                                      21













<PAGE>
 
     ; 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.

     11.  Section 307 of the Indenture is hereby amended as follows:

     (a)  By adding the following to the end of the first paragraph:
  
     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.

     (b)  By adding the following to the end of Section 307(1):

     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.

                                      22
<PAGE>
 
     12.  Section 308 of the Indenture is hereby amended by adding the following
to the end thereof:

     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.

     13.  The Indenture is hereby amended by adding new Sections 311 and 312 
immediately after Section 310, as follows:

     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

                                      23
<PAGE>
 
     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 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.

     14.  Section 401 of the Indenture is hereby amended as follows:

     (a) By adding the following to the end of the first parenthetical in the 
first paragraph: "and any right to receive additional amounts as provided in 
Section 1010."

     (b) By deleting in the parenthetical in Section 401(1)(A) the word "and" 
immediately prior to subsection (ii), and adding the following immediately after
the end of subsection (ii):

                                      24
<PAGE>
 
     (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.

     15.  Section 506 of the Indenture is hereby amended as follows:

     (a) By adding the following to the end of clause SECOND of Section 506:

     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 Debt
     Securities (or, if there is no such rate on such date, such rate as
     determined by such exchange rate agent).

     (b) By adding the following to the end thereof:

     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 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

                                      25
<PAGE>
 
     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.

     16.  Section 512 of the Indenture is hereby amended by adding the following
to the end thereof:

     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 data 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.

                                      26
<PAGE>
 
      17. Section 513 of the Indenture is hereby amended by adding the 
following to the end thereof:

     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.

     18.  Section 608(b) of the Indenture is hereby amended by deleting the 
words "by mail" and inserting the following in their place:

     in the manner and to the extent provided in Section 703(c)

     19.  Section 610(f) of the Indenture is hereby amended by deleting the 
words "by mailing written notice of such event by first-class mail, postage 
prepaid, to all Holders of Securities of such series as their names and 
addresses appear in the Security Register", and inserting in their place the 
words "in the manner provided in Section 106."

     20.  Section 701 of the Indenture is hereby amended by adding the following
to the end thereof:

     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(c).

                                      27
<PAGE>
 
     21.  Section 703 of the Indenture is hereby amended as follows:

     (a)  By deleting the following in the first sentence of Section 703(b): ",
as their names and addresses appear in the Security Register," and inserting in
its place the following: ", as provided in Section 703(c)."

     (b)  By relettering Section 703(c) as Section 703(d) and inserting the 
following immediately prior to new Section 703(d):

          (c)  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).

     22.  Section 704(3) of the Indenture is hereby amended by deleting the 
words "as their names and addresses appear in the Security Register", and 
inserting the following in their place:

     in the manner and to the extent provided in Section 
     703(c) with respect to reports pursuant to Section 
     703(a)


                                      28
<PAGE>
 
     23.  Section 801(1) of the Indenture is hereby amended to insert the 
following immediately after the words "interest on all the Securities":

     (including all additional amounts, if any, payable pursuant to Section 
     1010)

     24.  Section 901(4) of the Indenture is hereby amended by deleting the 
same in its entirety, and inserting the following in its place:

     (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

     25.  Section 902 of the Indenture is hereby amended as follows:

     (a)  By adding to the end of Section 902(1) the following: "change any 
obligation of 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"

     (b)  By adding to the end of Section 902(2) the following: "reduce the 
requirements of Section 1404 of quorum or voting, or"

                                      29

<PAGE>
 
     (c)  By adding to the end of Section 902 the following:

     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.

     27.  Section 1001 of the Indenture is hereby amended by adding the
following to the end thereof:

     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.

     27.  Section 1002 of the Indenture is hereby amended as follows:

     (a)  By adding the following immediately after the first sentence of the
first paragraph:

     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 International Stock Exchange of the United Kingdom and

                                      30



<PAGE>
 
     the Republic of Ireland 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.

     (b) By adding the following to the end of the former third sentence of the
first paragraph:

     ; 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 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.

     (c) By adding the following immediately after the first paragraph:

     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 the Borough of Manhattan, The City of New York 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.

                                      31
<PAGE>
 
     27. The fifth paragraph of Section 1003 of the Indenture is hereby further
amended as follows:

     (a) By changing the words "three years" to "two years".

     (b) By deleting the words "in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in the Borough of Manhattan, The City of New York" from the proviso in said
fifth paragraph, and inserting the following in their place:


     in an Authorized Newspaper of general circulation in the Borough of
     Manhattan, The City of New York, and each Place of Payment

     29. The Indenture is hereby amended by adding a new Section 1010
immediately after Section 1009 as follows:

     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 or 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.

                                      32
<PAGE>
 
     If the Securities of a series provide for the payment of additional
     amounts, at least 10 days prior to the first Interest Payment Date with
     respect to that series of Securities (or if the Securities of that series
     will not bear interest prior to 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.

     30. The first paragraph of Section 1104 of the Indenture is hereby amended
to delete the words "by first-class mail, postage prepaid, mailed"; to insert
the following in their place: "in the manner provided in Section 106;" and to
delete the words "at his address appearing in the Security Register."

                                    33    
<PAGE>
 
     31. Section 1106 of the Indenture is hereby amended as follows: 

     (a) By adding the following to the end of the first sentence of the first
paragraph:

     and the coupons for such interest appertaining to any Bearer Securities so
     to be redeemed, except to the extent provided below, shall be void. 

     (b) By adding the following immediately prior to the proviso to the second
sentence of the first paragraph:

     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 interest
     (at an office or agency located outside the United States except as
     otherwise provided in Section 1002), and 

     (c) By adding the following immediately following the first paragraph:

     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.

     32. Section 1107 of the Indenture is hereby amended to add the following to
the end of the sentence comprising Section 1107:
   
                                      34 
   
<PAGE>
 
     , 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 denomination equal to and in exchange for the unredeemed portion of the
     principal of the Global Security so surrendered.

     33. Section 1202(1) of the Indenture is hereby amended to add the following
after the parenthetical and immediately prior to the word "and":

     , together in the case of any Bearer Securities of such series with all
     unmatured coupons appertaining thereto,

     34. Section 1302(B) of the Indenture is hereby amended to add the words
"and Section 1010" at the end thereof.

     35. The Indenture is hereby amended to add a new Article Fourteen as
follows:

                               ARTICLE FOURTEEN
                              MEETINGS OF HOLDERS
   
     SECTION 1401. Purposes for Which Meeting 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.

     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

                                      35 
<PAGE>
 
     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 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

                                    36    
<PAGE>
 
     principal amount of the Outstanding Securities of such series shall
     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.
 
                                      37 
<PAGE>
 
     Any resolution passed or decision taken at any meeting of Holders of
     Securities of any series duly held in accordance 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,

                                      38

<PAGE>
 
     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.

          (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.

                                      39
<PAGE>
 
     33. The Indenture is hereby amended by adding Exhibits A, B, C and D to the
end thereof, as such Exhibits are attached to this Second Supplemental
Indenture.

     34. All provisions of this Second Supplemental Indenture shall be deemed to
be incorporated in, and made a part of, the Indenture; and the Indenture, as
supplemented by this Second Supplemental Indenture, shall be read, taken and
construed as one and same instrument.

     35. The Trustee accepts the trusts created by the Indenture, as
supplemented by this Second Supplemental Indenture, and agrees to perform the
same upon the terms and conditions in the Indenture, as supplemented by the
Second Supplemental Indenture.

     36. The recitals contained in the Indenture and the Securities, except the
Trustee's certificate of authentication, shall be taken as statement of the
Company, and the Trustee assumes no responsibility for their correctness. The
Trustee makes no representations as to the validity or sufficiency of the
Indenture or the Securities.

     37. All amendments to the Indenture made hereby shall have effect only with
respect to the Securities of any series created on or after the date hereof, and
not with respect to the Securities of any series created prior to the date
hereof.

     38. All capitalized terms used and not defined herein shall have the
respective meanings assigned to them in the Indenture.

                                      40
<PAGE>
 
     39.  This Second Supplemental Indenture may be executed in any number of 
counterparts, each of which when so executed shall be deemed to be an original, 
but all such counterparts shall together constitute but one and the same 
instrument.

     IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed, and their respective seals to be hereunto affixed
and attested, all as of the date first above written.



                                              THE MEAD CORPORATION


                                              By /s/ W. A. Enoven
                                                --------------------------------
                                                Title: Senior Vice President and
                                                       Chief Financial Officer

[Corporate Seal]

Attest:
/s/ Lorraine J. Francis
----------------------------------
   Title: Assistant Secretary


                                              BANKERS TRUST COMPANY



                                              By /s/ Louise A. Buckley
                                                --------------------------------
                                                Title: Assistant Vice President

[Corporate Seal]

Attest:

/s/ Virginia Cheng Shames
----------------------------------
   Title: Assistant Vice President
        


                                      41
<PAGE>
 
     STATE OF OHIO         )
                           )  s.s.:
     COUNTY OF MONTGOMERY  )

     On the 18th day of October, 1989, before me personally came W.A. Enoven, to
be known, who, being duly sworn, did depose and say that he is Senior VP and 
Chief Financial Officer 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 L. Hayman
                                               --------------------------------
                                                      JEFFREY L. HAYMAN
                                                       ATTORNEY AT LAW
                                                 NOTARY PUBLIC - STATE OF OHIO
                                                      LIFETIME COMMISSION
                                                      SECTION 147.03 R. C.


     STATE OF NEW YORK   )
                         )  s.s.:
     COUNTY OF NEW YORK  )

     On the 16th day of October, 1989, before me personally came Louise A. 
Buckley, to be known, who, being duly sworn, did depose and say that she is
Assistant Vice President of BANKERS TRUST COMPANY, one of the corporations
described in and which executed the foregoing instrument; that she 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 she signed her name thereto by like authority.

                                                   /s/ Desiree Marshall
                                            -----------------------------------
                                                      DESIREE MARSHALL
                                              Notary Public, State of New York
                                                       No. 24-4885294
                                                  Qualified in Kings County
                                            Certificate filed in New York County
                                            Commission Expires February 17, 1991

                                      42
<PAGE>
 
                                   EXHIBIT A

                  [FORM OF CERTIFICATE TO BE GIVEN BY PERSON
                ENTITLED TO RECEIVE BEARER SECURITY OR SECURITY
              INITIALLY REPRESENTED BY TEMPORARY GLOBAL SECURITY]

                                  CERTIFICATE
                                  -----------

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

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

     This is to certify that the above-captioned Securities is not being
acquired by or on behalf of a United States person, or for offer to resell or
for resale to a United States person, or any person inside the United States,
or, if a beneficial interest in the Securities is being acquired by a United
States person, that such United States person is a financial institution within
the meaning of Section 1.165-12(c)(l)(v) of the United States Treasury
Regulations or is acquiring through such a financial institution and that in
either case the Securities are held by a financial institution that has agreed
in writing to 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
and that is not purchasing for offer to resell or for resale inside the United
States. If this certificate is being provided by a clearing organization, it is
based on similar certificates provided to it by its member organizations;
provided, however, that, if the undersigned has actual knowledge that the
information contained in such a certificate is false (and, absent documentary
evidence that the beneficial owner of such Security is not a United States
person, it will be deemed to have actual knowledge that such beneficial owner,
other than a financial institution described above, is a United States person if
it has a United States address for such beneficial owner), the undersigned will
not deliver a Security in temporary or definitive bearer form, to the person who
signed such certificate notwithstanding the delivery of such certificate to the
undersigned.

     As used herein, "United States" means the United States of America
(including the States and the District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction, and "United States
person" means any citizen or resident of the United States, any corporation,
partnership or other entity created or organized in or under the laws of the
United States and any estate or trust the income of which is subject to Federal
income taxation regardless of its source.

                                      43
<PAGE>
 
     We undertake to advise you by telex if the above statement as to beneficial
ownership is not correct on the date of delivery of the above-captioned
Securities as to all of such Securities.

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

Dated: __________________________, 19__

                                  ____________________________________ 

                                 44
<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]

                                  CERTIFICATE

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

                    [Insert title or sufficient description
                        of Securities to be delivered]
  
     This is to certify with respect to $__________ principal amount of the
above-captioned Securities that we have received from each of the persons
appearing in our records as persons entitled to a portion of such principal
amount (our "Qualified Account Holders") a certificate with respect to such
portion substantially in the form attached hereto.

     We further certify that as of the date hereof we have not received any
notification from any of our Qualified Account Holders to the effect that the
statements made by such Qualified Account Holders with respect to any portion of
the part submitted herewith for exchange are no longer true and cannot be relied
upon as of the date hereof.

Dated:__________ , 19__.

[To be dated no earlier than
the Exchange Date]

                                                          [MORGAN GUARANTY TRUST
                                                          COMPANY OF NEW YORK,
                                                          BRUSSELS OFFICE, AS
                                                          OPERATOR OF THE EURO-
                                                          CLEAR SYSTEM]
                                                          [CEDEL S.A.]
                                              
                                                          By____________________
                             

                              45                

<PAGE>
 
                                   EXHIBIT C

                [FORM OF CERTIFICATE TO BE GIVEN BY EURO-CLEAR
                      AND CEDEL S.A. TO OBTAIN INTEREST]
                 
                                  CERTIFICATE

                                  ----------

            [Insert title or sufficient description of Securities]

     We confirm that the interest payable on the Interest Payment Date(s) on
[Insert Date(s)] will be paid to each of the persons appearing in our records as
being entitled to interest payable on such date from whom we have received a
written certification, dated not earlier than such Interest Payment Date(s),
substantially in the form attached hereto.

     We undertake that any interest received by us and not paid as provided
above shall be returned to the Trustee for the above Securities immediately
prior to the expiration of two years after such Interest Payment Date in order
to be repaid by such Trustee to the above issuer at the end of two years after
such Interest Payment Date.

Dated: ___________, 19__.

[To be dated on or after the most recent
Interest Payment Date]

                                                         [MORGAN GUARANTY TRUST
                                                         COMPANY OF NEW YORK, 
                                                         BRUSSELS OFFICE, AS 
                                                         OPERATOR OF THE EURO-
                                                         CLEAR SYSTEM] 
                                                         [CEDEL S.A.]

                                                         By____________________
  
  
                                     46
  
<PAGE>
 
                                   EXHIBIT D

                      [FORM OF CERTIFICATE TO BE GIVEN BY
                      ACCOUNT HOLDERS TO OBTAIN INTEREST]

                                  CERTIFICATE

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

            [Insert title or sufficient description of Securities]

     This is to certify that (i) as of the Interest Payment Date(s) on [Insert
Date(s)], none of the above-captioned Securities held by you for our account was
beneficially owned by a United States person or, if any of such Securities held
by you for our account were beneficially owned by a United States person, such
United States person was a financial institution as defined in Section 
1.165-12(c)(1)(v) of the United States Treasury Regulations under the Internal
Revenue Code of 1986, as amended or acquired such Securities through a financial
institution and that such Securities were held by a financial institution that
agreed to comply with Section 165(j)(3)(A), (B) or (C) of the Internal Revenue
Code of 1986 and the regulations thereunder and that was not purchasing for
offer to resell or for resale inside the United States (a "qualifying financial
institution") and (ii) the above-captioned Securities are not being acquired by
or on behalf of a United States person or for offer to resell or for resale to a
United States person or any person inside the United States or, if a beneficial
interest in the Securities is being acquired by or on behalf of a United States
person, that such United States person is a qualifying financial institution. If
the undersigned is a clearing organization, the undersigned has obtained a
similar certificate from its member organizations on which this certificate is
based; provided that, if the undersigned has actual knowledge that the
information contained in such a certificate is false, the undersigned will not
pay interest in respect of such Securities to, or credit interest in respect of
such Securities to the account of, or deliver a Security in temporary or
definitive bearer form to, the person who signed such certificate,
notwithstanding the delivery of such certificate to the undersigned.

     As used herein, "United States person" means any citizen or resident of the
United States, any corporation, partnership

                                      47
<PAGE>
 
or other entity created or organized in or under the laws of the United States
and any estate or trust the income of which is subject to United States Federal
income taxation regardless of its source, and "United States" means the United
States of America (including the States and the District of Columbia), its
territories, its possessions and other areas subject to its jurisdiction.

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

Dated:___________, 19__.

[To be dated on or after the
most recent Interest Payment Date]

                                                        [Name of Person Entitled
                                                        to Receive Interest]

                                                        ________________________
                                                        (Authorized Signatory)
                                                        Name:___________________
                                                        Title:__________________


                                      48
<PAGE>
 
-------------------------------------------------------------------------------
 

                              THE MEAD CORPORATION

                                       TO

                         BANKERS TRUST COMPANY, TRUSTEE

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

                          Third Supplemental Indenture

                         Dated as of November 15, 1991

                                  TO INDENTURE

                           Dated as of July 15, 1982

                                 As Amended by

                          First Supplemental Indenture

                           Dated as of March 1, 1987

                               And As Amended by

                         Second Supplemental Indenture

                          Dated as of October 15, 1989


-------------------------------------------------------------------------------
<PAGE>
 
     THIRD SUPPLEMENTAL INDENTURE, dated as of November 15, 1991, between THE
MEAD CORPORATION, a corporation duly organized and existing under the laws of
the State of Ohio (the "Company"), having its principal offices at Dayton, Ohio
and BANKERS TRUST COMPANY, a corporation duly organized and existing under the
laws of the State of New York, as Trustee (the "Trustee").

     WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture, dated as of July 15, 1982, a First Supplemental Indenture
(the "First Supplemental Indenture"), dated as of March 1, 1987, and a Second
Supplemental Indenture (the "Second Supplemental Indenture"), dated as of
October 15, 1989 (as so supplemented, the "Indenture"), providing for the
issuance from time to time of its unsecured debentures, notes and other
evidences of indebtedness (herein and therein called the "Securities"), to be
issued in one or more series as in the Indenture provided;

     WHEREAS, Sections 901(5) and 901(9) of the Indenture provide, among other
things, that the Company, when authorized by a Board Resolution, and the
Trustee, at any time and from time to time, may enter into an indenture
supplemental to the Indenture (1) for the purpose of changing or eliminating any
provision of the Indenture, provided that such change or elimination becomes
effective only when there is no Security Outstanding of any series created prior
to the execution of such supplemental indenture which is entitled to the

                                       1
<PAGE>
 
benefit of such provision and (2) for the purpose of making any other
provisions with respect to matters arising under the Indenture, provided that
such action does not adversely affect the interests of the Holders of Securities
of any series in any material respect;

     WHEREAS, the Company pursuant to the foregoing authority, proposed in and
by this Third Supplemental Indenture to amend the Indenture in certain respects
with respect to the Securities of any series created on or after the date
hereof; and 

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

                                  AGREEMENT 

     NOW, THEREFORE, the Company and the Trustee hereby agree as follows: 

     1.   References to "The International Stock Exchange of the United Kingdom
          and the Republic of Ireland" in Sections 106 and 1002 are hereby
          amended to "The London Stock Exchange."

                                       2
<PAGE>
 
     2.   The definition of "United States" in Section 101 of the Indenture is
          hereby amended to read in full as follows:

               "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.

     3.   Section 302 of the Indenture is hereby amended to read in full as 
          follows:

               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.

     4.   The proviso to the first sentence of the third paragraph of Section
          303 is hereby amended to read in full as follows:

               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 substantially in the form set
               forth in Exhibit A to this Indenture, dated no

                                       3
<PAGE>
 
               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.

     5.   The proviso to the second sentence of the fourth paragraph of Section
          304 is hereby amended to read in full as follows:

               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.

     6.   The first sentence of the fifth paragraph of Section 304 is hereby
          amended in full as follows:

               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

                                       4
<PAGE>
 
               occurs prior to the Exchange Date or (ii) the Exchange Date,
               copies of 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.

     7.   The sixth paragraph of Section 304 is hereby amended in full as
          follows:

               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

                                       5
<PAGE>
 
               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.

     8.   The first proviso to the third sentence of the tenth paragraph of
          Section 305 is hereby amended in full as follows:
          
               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;

     9.   Exhibits A, B, C and D to the Indenture are hereby deleted, and new
          Exhibits A and B are added to the end thereof, as such Exhibits are
          attached to this Third Supplemental Indenture.

     10.  All provisions of this Third Supplemental Indenture shall be deemed to
          be incorporated in, and made a part of, the Indenture; and the
          Indenture, as supplemented by the First Supplemental Indenture, the
          Second Supplemental Indenture and this Third Supplemental Indenture,
          shall be read, taken and construed as one and same instrument.

                                       6
<PAGE>
 
     11.  The Trustee accepts the trusts created by the Indenture, as
          supplemented by this Third Supplemental Indenture, and agrees to
          perform the same upon the terms and conditions in the Indenture, as
          supplemented by the First Supplemental Indenture, the Second
          Supplemental Indenture and this Third Supplemental Indenture.

     12.  The recitals contained in the Indenture and the Securities, except the
          Trustee's certificate of authentication, shall be taken as statement
          of the Company, and the Trustee assumes no responsibility for their
          correctness. The Trustee makes no representations as to the validity
          or sufficiency of the Indenture or the Securities.

     13.  All amendments to the Indenture made hereby shall have effect only
          with respect to the Securities of any series created on or after the
          date hereof, and not with respect to the Securities of any series
          created prior to the date hereof.

     14.  All capitalized terms used and not defined herein shall have the
          respective meanings assigned to them in the Indenture.

                                       7
<PAGE>
 
     15.  Except to the extent specifically provided therein, no provision of
          this Third Supplemental Indenture or any future supplemental indenture
          is intended to modify, and the parties do hereby adopt and confirm,
          the provisions of Section 318(c) of the Trust Indenture Act which
          amend and supersede provisions of the Indenture in effect prior to
          November 15, 1990.

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

                                       8
<PAGE>
 
     IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental
Indenture to be duly executed, and their respective seals to be hereunto affixed
and attested all as of the date first above written.


                                           THE MEAD CORPORATION

                                        By /s/ W A Enouen
                                           --------------------------------
                                           Title: Senior Vice President and
                                                  Chief Financial Officer

[Corporate Seal]

Attest:                                       

/s/ Jeff Hayman
-------------------------------
Title: Secretary and Associate
       General Counsel

                                           BANKERS TRUST COMPANY

                                        By /s/ Remo J. Reale
                                           --------------------------------
                                           Title: Assistant Vice President

[Corporate Seal]

Attest:

/s/ Janine M. Shugar
-------------------------------
Title: Assistant Vice President



                                       9

<PAGE>
 
State of     Ohio
          ----------------- )
County of    Montgomery     ) SS:
          ----------------- )

     On the 26th day of November, 1991, before me personally came William A.
Enouen, to be known, who being duly sworn, did depose and say that he is Senior
VP and CFO 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/ Tina Marie Boyd
                                           ---------------------------------
                                           Notary Public
                                           f/k/a Tina Marie Earnest
                                           TINA MARIE EARNEST, Notary Public
                                           In and for the State of Ohio
                                           My Commission Expires Jan. 25, 1993

State of     New York
          ----------------- )
County of    New York       ) SS:
          ----------------- )

     On the 27th day of November, 1991, before me personally came Remo J. Reale,
to be known, who being duly sworn, did depose and say that he is Assistant Vice
President of BANKERS TRUST COMPANY, one of the corporations described in and
which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


                                           /s/ Joan Caruso
                                           ---------------------------------
                                           Notary Public

                                      10

<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 person(s) that are not citizens or residents of the United States, domestic
partnerships, domestic corporations or any estate or trust the income of which
is subject to United States federal income taxation regardless of its source
("United States person(s)"), (ii) are owned by United States person(s) that are
(a) foreign branches of United States financial institutions (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 not also described in clause (i) or (ii)), this is to further
certify that such financial institution has not acquired the Securities for
purposes of resale directly or indirectly to a United States person or to a
person within the United States or its possessions.

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

                                      11

<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:



                                      12

<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 institution(s) for purposes of resale during the restricted period
(as defined in United States Treasury Regulations Section 1.163-
5(c)(2)(i)(D)(7)), and to the further effect, that financial institutions
described in clause (iii) above (whether or not also described in clause (i) 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.

                                      13

                                      
<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  ______________________   

                                      14